Rockbridge Capital LLC

Item 5 - Fees and Compensation

Under the Advisory Agreements, each Fund pays RBC a management fee as compensation for
RBC's services (each such fee, a "Management Fee"). For each Fund, a Management Fee is
payable less than six months in advance and typically paid directly from the Fund to RBC. On
each Management Fee payment date for a Fund, the Manager initiates a payment from that Fund's
account to RBC. RBC generally only charges a Management Fee on a quarterly basis, however if
the Management Fee is charged for any period other than a full quarterly period, the fee will be
adjusted pro rata according to the actual number of days in such period.

For each Rockbridge Hospitality Fund, each Management Fee is initially based on a percentage
(generally 1.5% or less) of committed or called capital for such Fund. After a Rockbridge
Hospitality Fund's initial investment period, the applicable Management Fee is calculated as a
percentage (generally 1.5% or less) of the invested capital of that Fund. For BridgePoint, the
Management Fee is a flat fee or a fee based upon the revenue of the business. RBC is authorized
to waive or reduce the Management Fee and Carried Interest (as defined below) for certain
investors, including RBC personnel, affiliates of RBC, service providers (including lenders and
law firms) or other investors in its sole discretion, including with respect to certain investors that
have made large or early commitments to a Fund.

In certain cases, a Management Fee is reduced or offset because RBC has received certain fees as
described in the Funds' applicable Advisory Agreements or offering documents (e.g., "Advisory
Fees"), or because a Fund has incurred organizational expenses above a predetermined cap. To the

Rockbridge Capital LLC ADV Part 2A

extent such reduction or offset exceeds the applicable Management Fee payable in any
Management Fee payment period, such excess shall generally be carried forward to reduce the
applicable Management Fee payable in succeeding Management Fee payment periods. As a matter
of practice, RBC is typically authorized to be paid fees of the type referred to below in Item 5 –
"Other Fees," from, on behalf of or with respect to co-investors in an investment, as well as other
fees relating to the structuring and administration of Co-Investment arrangements. The receipt of
such fees will not reduce the Management Fee payable by any Fund(s) that have also invested in
such investment, and, as a result, a Fund will, in most cases, only benefit with respect to the
relevant allocable portion on a “fully diluted” basis of any such fee. As a result, a Fund will not
benefit from the portion of any fee offset, if any, related to, among other items: (i) General Partner
or affiliated partner commitments; or (ii) co-investors or potential co-investors (which could
include Co-Investment vehicles managed by RBC, service providers (including lenders and law
firms), third parties, current or former portfolio investment management or personnel, sellers or
members of management that have rolled their interest or reinvested proceeds in the portfolio
investment and/or other owners); or (iii) the value of profits, participation or equity interests in or
relating to the relevant portfolio investments, including interests owned by current or former
portfolio investment management, which have the potential to be significant.

As set forth in Item 6 below, each Manager is also eligible to receive a share of its Fund's profits
in excess of its own capital interest in such Fund, if any. RBC and its affiliates, personnel, former
personnel and retired partners of RBC, their family members and related persons (as that term is
defined in the Form ADV Glossary of Terms) typically are not subject to a Management Fee (or
carried interest). The PPM (if applicable), Advisory Agreements, and related governing or offering
documents for each Fund include further details on fees, expenses, and other compensation related
matters.

RBC or its affiliates, at their discretion, enter into side letters or similar arrangements ("Side
Letters") with investors in the Funds, which allow for certain additional rights to such investors in
the event of business, tax, regulatory, legal or other circumstances applicable to such investors.
All arrangements as such, shall be in writing and agreed upon by all parties. RBC retains flexibility
to structure its compensation from investors and expects in certain circumstances to agree to
invoice an investor directly for Management Fees or other compensation, rather than deducting
such amounts from the investors' capital account(s).

The Advisory Agreements typically provide that Management Fees will be calculated and charged
on a basis that generally is not tied to the applicable Fund's then-current net asset value. As further
specified in the Advisory Agreements, from the effective date of a Fund until the termination or
expiration of the commitment period, Management Fees will be charged based on aggregate
commitments. Further, after the termination or expiration of the commitment period (the
"Stepdown Date"), Management Fees generally will be charged and calculated based on the capital
contributions (including, where applicable, a Fund borrowing component and the amount of any
capitalized expenses (including Advisory Fees and those described in “Other Fees” below)) that a
Fund has funded and amounts committed to fund in connection with the portfolio investments held
as of the date of determination that have not been sold or completely written for U.S. federal

Rockbridge Capital LLC ADV Part 2A

income tax purposes in the manner described in the Advisory Agreements (such completely written
off investments, "Impaired Value Investments").

Under the Advisory Agreements, where the fair market value of an investment exceeds the total
amount of investment contributions relating to such investment, post-Stepdown Date Management
...

Item 7 - Types of Clients

RBC provides investment advice solely to its Funds, also known as its "clients", and references
throughout this brochure to clients and to RBC's related duties to and practices on behalf of its
clients and/or investors should be construed accordingly. The Funds generally include investment
partnerships or other investment entities formed under domestic or foreign laws and operated as
exempt investment pools under the Investment Company Act of 1940, as amended. The investors
participating in the Funds generally include individuals, banks or thrift institutions, other
investment entities, university endowments, sovereign wealth funds, family offices, pension and
profit-sharing plans, trusts, estates or charitable organizations or other corporations or business
entities and often include, directly or indirectly, principals or other personnel of RBC and its
affiliates and members of their families or other service providers retained by RBC.

 Fund interests are offered and sold solely to "accredited investors" that are generally also
"qualified clients" or "qualified purchasers".