Item 5 – Fees and Compensation
Separately Managed Accounts
Rockbridge charges each separately managed account an investment management fee based on the
value of the client’s assets under management. The standard fee is 1% of assets under management
payable quarterly (0.25%) in arrears. The minimum fee is $12,500 per quarter, which will be pro-
rated based on the number of days that the account was open during the quarter. Under certain
circumstances, minimum fees may be waived at the sole discretion of the Firm. Fees are typically
deducted directly from the client’s account. The minimum required to open an account is
$5,000,000, which may be waived by Rockbridge in its sole discretion.
Rockbridge, in its sole discretion, may waive all or a portion of a client’s investment management
fee, or may agree to other changes with respect to a client’s investment management fee.
Pooled Investment Vehicle
The management fees, performance allocation, and expenses expected for each investor in a pooled
investment vehicle managed by Rockbridge (each, a “Fund”) are as defined in the relevant Fund’s
offering documents. Performance allocations are deferred for the first five years of an investor’s
investment, as described further below.
The performance allocation assessed to an investor’s Capital Account for a given performance
period is 25% of net appreciation in the investor’s Capital Account over and above the rate of
return which is the Fund’s Hurdle over a period of 5 years. Subject to the deferral period discussed
below, the performance allocation is assessed at the end of each fiscal year of the Fund and upon
a full or partial withdrawal from the Fund by the investor.
Performance allocations generally will be deferred (i.e. they will accrue but not be payable) for the
first five years of an investor’s investment in the Fund. On the fifth anniversary of the investor’s
investment in the Fund, performance allocations will be deducted from the investor’s Capital
Account. Specifically, to the extent deduction of performance allocations from the investor’s
Capital Account would cause the net appreciation of the investor’s Capital Account over the deferral
period to be less than the Hurdle over the same period, the excess deferred performance allocations
will be waived at that time. After the fifth anniversary, the investor’s Capital Account will be
assessed
performance allocations annually and on withdrawal. After the 5-year deferral, each investor will
be subject to a performance allocation calculated and charged at the end of each calendar year in
an amount of 25% of each investor’s relatable share of the Partnership’s profits for such calendar
year which are in excess of a rate of return equal to 6% of the investor’s capital account. If the
investor makes multiple capital contributions to the Fund over time, then the five-year deferral
period will run separately on a staggered basis for each contribution.
Rockbridge, in its sole discretion, may waive all or a portion of the performance allocation as to a
Fund investor, or may agree with a Fund investor to other changes in the performance allocation
with respect to that investor.
Other Fees and Expenses
In addition to the investment management fees and performance allocations (if applicable), client
accounts are also subject to other expenses such as, but not limited to, custodial charges; brokerage
and trading commissions and related costs; taxes; foreign exchange transaction fees; and costs,
expenses and fees that may be specific to the account. Client assets may be invested in money
market mutual funds, ETFs, or similar instruments. For such investments, the client will bear its
pro-rata share of the investment management fee and related expenses of such investments
separately from the investment management fee paid to Rockbridge. For a full discussion of
Rockbridge’s brokerage practices, please refer to Item 12 of this Brochure.
Rockbridge or the client may request termination of the investment management agreement, and
the client may obtain a pro-rata refund of investment management fees paid by supplying written
notice to Rockbridge thirty (30) days prior to the effective date.
Unless otherwise disclosed in the Governing Documents, neither the Firm nor any of its supervised
persons accepts compensation for the sale of securities or other investment products.