Fees and Compensation — Form ADV Part 2A (7/1/2026)
[Brochure]
ITEM 5: FEES AND COMPENSATION
a) Compensation
Harwood receives a management fee from each Fund/SMA based on the assets under management
in the Fund/SMA. Each Fund’s prospectus or offering documents specifies the management and
performance fee if applicable. Generally the management fee is payable quarterly in advance is
equal to 1% per annum in the Fund from Rockwood Strategic Plc. Harwood is entitled to receive
a Performance Fee in respect of each Performance Fee Period in which the Total Return NAV per
Share on the last Business Day in such Performance Fee Period exceeds the higher of the Hurdle
NAV per Share or the High Watermark
b) Billing
Fees are automatically deducted from the Fund/SMAs by the third-party Administrator.
c) Other Expenses
The Fund/SMAs do incur other expenses separate and apart from the Firm’s management fees.
These expenses typically include legal, organizational expenses, administrator’s fees, custodian
and trustee fees, directors’ fees and audit fees.
d) Advance Billing
Fees are payable in arrears.
e) Sales-based Compensation
Not applicable. Neither the Firm nor any of its employees or affiliates accepts additional
compensation for the sale of securities or other services or other investment services or products.
Account Minimums and Types of Clients — Form ADV Part 2A (7/1/2026)
[Brochure]
ITEM 7: TYPES OF CLIENTS
Harwood provides investment advisory services to certain Alternative Investment Funds (the
“Funds”) organized as Closed Ended Investment Trusts on the main market of the London Stock
Exchange. The Fund/SMAs qualify for exemption from the definition of an “investment company”
under the Investment Company Act of 1940, as amended (the “Investment Company Act”) under
Section 3(c) (1) or Section 3(c) (7) of the Investment Company Act, and the Adviser offers interests
to Investors pursuant to Regulation D under the Securities Act of 1933, as amended (the “1933
Act”).
Harwood Provides investments to clients made up of Individuals, Corporate Entities and Trusts.
At the present time Harwood has a total of 31 US based clients under management.
Segregated Managed Accounts
• Professional clients only
• Each SMA has their own IMA
a) Methods of Analysis and Investment Strategies
• Rockwood Strategic Plc
Before investing the Firm will seek investments in securities that the Investment Manager believes
can generate a15 per cent. IRR over the medium to long-term, principally through capital
appreciation, and would typically expect a holding period of at least three to five years.
Investments will be sought where the securities are valued at less than the Investment Manager’s
view of their intrinsic value. The Investment Manager will seek to invest in businesses which it
believes offer opportunities for value to be unlocked or created through strategic, management or
operational changes, typically leading to improved returns, profits and growth.
For larger, ‘core’ holdings, the Company will seek to acquire influential block stakes (targeting
between 5 per cent. and 25 per cent. of the ‘core’ ‘holdings’ issued ordinary share capital) for
cash or share consideration and in conjunction with other funds managed or advised by the
Investment Manager when additional capital is needed.
b) Material Risks Associated with the Investment Strategies
Investing in Funds and SMAs in general involves a risk of loss that clients should be prepared to
bear. Each Fund/SMA has risks which are specific to its particular investment strategies. For more
information about the risks of each Fund/SMA, please see the offering memorandum for that
particular Fund/SMA. While Harwood seeks to manage investments so that risks are appropriate
to the return potential for the strategy, it is often not possible or desirable to fully mitigate risks.
The Firm does not offer any products or services that guarantee rates of return on investments for
any period to any Client or Investor. All Investors assume the risk that investment returns may be
negative or below the rates of return of other investment advisers or products. Investors should
understand that they could lose some or all of their investment and should be prepared to bear the
risk of such potential losses.
There are risks inherent in the investment strategies pursued, and the financial instruments and
trading methods used, by Harwood. Key risks of loss which apply to the principal investment
strategies employed by Harwood are listed below. More detailed descriptions and explanations of
the key risks of loss are included in the relevant Offering Materials. Generally, however, investors
in the Fund/SMAs are exposed to the following risks:
Investment in private companies: Investments in private companies are intrinsically riskier than
in listed companies as the private companies may be smaller and more vulnerable to changes in
markets and technology. Investments in private companies can be difficult to realize. Many private
companies have small management teams and are highly dependent on the skill and commitment
of a small number of individuals.
Long-term investments: Unlisted investments can take many years to mature. As a result, while
long-term performance of the Fund/SMA may be satisfactory, returns in the early years are likely
to be limited.
The use of leverage: The use of leverage may increase the level of risk involved.
General investment risk: The value of any investment may fall.
Past performance: Past performance is not necessarily a guide to the future.
Lack of information: The Limited Partners will not receive any financial information issued by
prospective portfolio companies that is available to the Manager prior to the Fund/SMA making
an investment.
Minority holdings: The Fund/SMA may take minority shareholdings in companies and may be
unable to protect its interests effectively.
Follow-on funding: The Fund/SMA may be called upon to provide follow-on funding for its
portfolio companies or have the opportunity to increase its investment in such portfolio companies.
There can be no assurance that the Fund/SMA will wish to make follow-on investments or that it
will have sufficient funds to do so. Failure to make follow-on investments may have a substantial
negative impact on a portfolio company in need of such an investment or diminish the Fund/SMAs
ability to influence the portfolio company’s future development.
Achievement of returns: There can be no guarantee of any particular level of return from an
investment in the Fund/SMA or of the return of sums invested in the Fund/SMA.
Competition: The Fund/SMA may be competing for investments with other parties. It is possible
that competition for appropriate investment opportunities may increase, which may reduce the
number of opportunities available and/or adversely affect the terms upon which such investments
can be made.
Exchange rate: Commitments will typically be denominated in Sterling. Some investments may
be in currencies other than Sterling and their value will vary with exchange rates.
Long-term nature of the Fund/SMA: There may be a significant period of time before the
Fund/SMA has invested all of the Commitments. Investment in the Fund/SMA should be regarded
as long-term in nature.
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