Item 5 – Fees and Compensation
RockView and/or the General Partner receive management fees and performance-based
compensation, as applicable, from the Accounts in accordance with the Governing Documents of
the applicable Account.
Performance-based compensation is subject to regulation under Rule 205-3 under the Advisers
Act. Therefore, RockView seeks to ensure that clients and Fund Investors that are directly or
indirectly assessed performance-based compensation satisfy the qualifications of Rule 205-3 under
the Advisers Act and have been advised of such fees or allocations and their risks. Accordingly,
the fees applicable to each Account are set forth in detail in each Account’s Governing Documents.
A brief summary of such fees is provided below.
Domestic Funds
Management Fee
Pursuant to the Funds’ Governing Documents, the Domestic Credit Fund pays RockView a fee for
investment advisory services (a “Management Fee”) for each quarter equal to 0.375% (1.5% per
annum) of the beginning net asset value of each Fund Investor’s capital account for such fiscal
quarter. The Management Fee is calculated and paid at the beginning of each quarter.
The Management Fee will be prorated for any period that is less than a full quarter and will be
adjusted for contributions made during the quarter.
RockView may, in its sole and absolute discretion, reduce or waive the management fee with
respect to any Fund Investor, without notice to or the consent of any other Fund Investor.
RockView generally expects to waive or reduce the Management Fees for all employees of
RockView and their immediate family members.
Incentive Allocation
Pursuant to the Funds’ Governing Documents, at the end of each fiscal year, or such other period
as may be specified in the Governing Documents for a particular class of Fund Investors, of the
Domestic Credit Fund, the Fund’s General Partner is entitled to an incentive allocation (the
“Incentive Allocation”) in an amount equal to 20% of the net capital appreciation (which includes
both realized gains and losses and unrealized appreciation and depreciation of securities held in
the Domestic Credit Fund’s portfolio) allocated to a Fund Investor’s capital account for such fiscal
year, or such other period as may be specified in the Governing Documents for a particular class
of Fund Investors, after deducting the applicable Management Fee debited to such Fund Investor’s
capital account for such fiscal year, subject to a loss carry-forward mechanism. In the event that
the Domestic Credit Fund is terminated or a Fund Investor withdraws other than at the end of a
fiscal year or such other period as may be specified in the Governing Documents for a particular
class of Fund Investors, then for purposes of determining the Incentive Allocation allocable at such
time to the General Partner, net capital appreciation will be determined as if such dates were the
end of such period, subject to certain adjustments.
RockView Management, LLC ADV Part 2A
(3/2016)
The General Partner may, in its sole and absolute discretion, elect to reduce or waive the Incentive
Allocation with respect to any Fund Investor, without notice to or the consent of any other Fund
Investor. The General Partner generally expects to waive or reduce the performance-based
allocation for RockView employees and their immediate family members.
The Funds may offer additional classes or subclasses of partnership interests with differing fee
terms in the future.
Offshore Funds
Management Fee
Pursuant to the Funds’ Governing Documents, the Offshore Credit Fund pays RockView a fee for
investment advisory services (a “Management Fee”) for each fiscal quarter equal to 0.375% (1.5%
per annum) of the net asset value of each series of shares as of the beginning of such fiscal quarter.
The Management Fee is calculated and paid at the beginning of the quarter.
The Management Fee will be prorated any period that is less than a full calendar quarter and will
be adjusted for subscriptions occurring during the quarter.
RockView may, in its sole and absolute discretion, reduce or waive the management fee with
respect to any Fund Investor, without notice to or the consent of any other Fund Investor.
RockView generally expects to waive or reduce the Management Fees for all employees of
RockView and their immediate family members.
Incentive Fee
Pursuant to the Funds’ Governing Documents, at the end of each fiscal year, or such other period
as may be specified in the Governing Documents for a particular class of Fund Investors, of the
Offshore Credit Fund, RockView is entitled to an incentive fee (the “Incentive Fee”, and together
with the Incentive Allocation, the “Performance Compensation”) in an amount equal to 20% of
the net realized and unrealized appreciation in the net asset value of each series of shares, adjusted
for any redemption of shares in the series made during the year and any accruals of the Incentive
Fee and subject to a loss carry-forward mechanism.
In the event that shares are redeemed other than at the end of a fiscal year, or such other period as
may be specified in the Governing Documents for a particular class of Fund Investors, the
Incentive Fee will be computed and paid as though the redemption date were the last day of the
fiscal year or such other period as may be specified in the Governing Documents for a particular
class of Fund Investors.
The Funds may issue additional classes or subclasses of shares with differing fee terms in the
future.
RockView may, in its sole and absolute discretion, elect to reduce or waive the Incentive Fee with
respect to any Fund Investor, without notice to or the consent of any other Fund Investor.
RockView generally expects to waive or reduce the performance-based allocation for RockView
employees and their immediate family members.
RockView Management, LLC ADV Part 2A
(3/2016)
Secondary Funds
Management Fee
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