RBC was formed in July 2002 and is an Ohio limited liability company. RBC serves as the
Registered Investment Adviser ("RIA") and provides management and investment advisory
services to the following flagship pooled investment vehicles.
Pooled Vehicle/Fund GP/Managing Member
Rockbridge Portfolio Fund I L.P. ("RBPFI") RBC Partners IV LLC, a Delaware limited
liability company
Rockbridge Portfolio Fund II L.P ("RBPFII") RBC Partners III LLC, an Ohio limited
liability company
RB Partners I LLC (also sometimes referred to
as
Rockbridge Hospitality Fund V, "Fund V") This
Fund is single investor fund of one
RBP Manager, LLC, an Ohio limited
liability company
Rockbridge Hospitality Fund VI L.P. ("Fund
VI")
RBC Partners VI LLC, a Delaware limited
liability company
Rockbridge Hospitality Fund VII L.P ("Fund
VII")
RBC Partners VII LLC, a Delaware limited
liability company
Rockbridge Hospitality Fund VIII L.P. ("Fund
VIII")
RBC Partners VIII LLC, a Delaware limited
liability company
BridgePoint Hospitality Holdings LLC
("BridgePoint")
BridgePoint Hospitality Management LLC,
an Ohio limited liability company
Rockbridge Hospitality Fund IX L.P. ("Fund
IX")
RBC Partners IX LLC, a Delaware limited
liability company
Rockbridge also provides investment advisory services to certain other pooled investment vehicles,
including, single-asset vehicles, co-investment ("Co-Investment") vehicles and similar investment
vehicles.
The primary investment objective of most pooled investment vehicles managed by RBC is to make
high yield debt, quasi-equity, and equity investments relating to U.S. real estate, principally hotels
("Rockbridge Hospitality Funds"). In the case of BridgePoint Hospitality Holdings LLC,
("BridgePoint") the primary objective is to make investments in hospitality management
companies or related investments. An affiliate of RBC serves as the general partner, managing
member or manager (as applicable) of each Fund (each, a "General Partner").
The controlling member of RBC is Rockbridge Capital Holdings, LLC. The controlling member
of Rockbridge Capital Holdings LLC is Rockbridge Holdings, LLC. The controlling member of
Rockbridge Holdings, LLC is RB Founders, LLC. RB Founders, LLC has three members, James
T. Merkel (the controlling member), Kenneth J. Krebs, and the Stephen C. Denz Trust. Mr. Merkel
and Mr. Krebs are current team members of RBC and Mr. Denz is retired from RBC. RBC
(together with its affiliates, "Rockbridge") provides management services in connection with (i)
the Rockbridge Hospitality Funds' debt and equity investments in the U.S. real estate market
(principally hotels) and (ii) BridgePoint's investments in hospitality management companies or
related investments. Collectively, the Rockbridge Hospitality Funds and BridgePoint are referred
to as the "Rockbridge Funds" or the "Funds", individually, a "Fund". Current and prospective
investments of the Funds are generally referred to as "portfolio investments" or "projects."
Description of Advisory Services
RBC serves as the investment adviser to each of the Funds (the "Manager") as set forth in various
management, partnership, and limited liability company agreements (collectively, the "Advisory
Agreements") and as further described below under "Methods of Analysis, Investment Strategies
and Risk of Loss." Under the Advisory Agreements RBC principally:
1. Identifies and recommends investment opportunities for the Funds;
2. Monitors and evaluates the Funds' portfolio investments; and
3. Makes recommendations to the General Partner of each Fund regarding the
acquisition or disposition
of portfolio investments.
Each of the Rockbridge Hospitality Funds generally targets debt and/or equity investments in U.S.
hotel properties. BridgePoint generally targets investments in hospitality management companies
and related investments. RBC generally provides the Funds with advice regarding these types of
investments.
RBC bases its advice to each of the Funds on the investment strategy of that Fund and not on the
individual needs of the investors in that Fund. Investment advice is provided directly to the Funds
and the General Partners and not individually to the Funds' investors (the "Limited Partners").
As a private offering, the offering of interests in the Funds have been, or are made in reliance upon
an exemption from registration under the Securities Act of 1933 for sale of securities which does
not involve a public offering. The Funds are not required to register as investment companies
under the Investment Company Act of 1940 (the "Investment Company Act") under certain
provisions which excludes from the definition of an "investment company," any issuer which has
not made and does not presently propose to make a public offering of its securities and (i) has
fewer than 100 beneficial owners (Section 3(c)(1)), or (ii) restricts investors to only "qualified
purchasers" (Section 3(c)(7)).
For additional information contained in this brochure, investors in Rockbridge Funds should
also refer to the applicable Private Placement Memorandum ("PPM"), operating agreement
and other Advisory Agreements of the Fund for further information.
Additionally, as permitted by the Advisory Agreements, RBC expects to provide (or agree to
provide) investment or Co-Investment opportunities (including the opportunity to participate in
co-invest vehicles) to certain current or prospective investors or other persons, including other
sponsors, market participants, finders, consultants and other service providers, portfolio
investment management or personnel, RBC personnel and/or certain other persons associated with
RBC and/or its affiliates. Such Co-Investments typically involve investment and disposal of
interests in the applicable portfolio investment at the same time and on the same terms as the Fund
making the investment. However, for strategic and other reasons, a co-investor or co-invest vehicle
(including a co-investing Fund) purchases a portion of an investment from one or more Funds after
such Funds have consummated their investment in the portfolio investment (also known as a post-
closing sell-down or transfer), which generally will have been funded through Fund investor
capital contributions and/or use of a Fund credit facility. Any such purchase from a Fund by a co-
investor or co-invest vehicle generally occurs shortly after the Fund's completion of the investment
to avoid any changes in valuation of the investment, but in certain instances could be well after the
Fund's initial purchase. Where appropriate, and in RBC's sole discretion or as otherwise authorized
in the Advisory Agreements and/or relevant Limited Partnership Agreements, RBC reserves the
right to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise
equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the
relevant Fund for related costs. However, to the extent any such amounts are not so charged or
reimbursed (including charges or reimbursements required pursuant to applicable law), they
generally will be borne by the relevant Fund.
As of December 31, 2023, RBC's discretionary regulatory assets under management total was
$4,347,529,128.