A. Nordwand Investments, LLC (the “Registrant”) is a limited liability company formed in
the state of Delaware in July 2022. The Registrant became registered with the U.S.
Securities and Exchange Commission in February 2023. The Registrant is solely owned by
Nordwand Capital, LLC, its Managing Member.
B.
INVESTMENT ADVISORY SERVICES
The Registrant provides discretionary investment advisory services on a fee-only basis. The
Registrant provides investment advisory services specific to affiliated private investment
vehicles.
IMPLEMENTATION THROUGH AN AFFILIATED INVESTMENT ADVISER
The Registrant generally does not provide investment supervisory, investment
management, investment reporting, or investment implementation services. Rather, in the
event that individuals and/or institutions desire to implement investment advisory services,
the Registrant will recommend Nordwand Advisors, LLC (an affiliated SEC registered
investment adviser firm, to provide investment advisory services (See Item 10.C below).
General Partner of Private Investment Funds
The Registrant serves as the Investment Manager of, and provides discretionary investment
management services to, affiliated private funds. The affiliated private funds are offered to
qualified investors in accordance with the terms and conditions of the affiliated private
funds offering documents.
The affiliated private funds are available to investors through introductions from the
investor’s investment adviser. As such, other than confirming that the prospective investor
qualifies for the affiliated private fund per the responses set forth on the affiliated private
fund subscription documents, the individual’s investment advisor maintains initial and
ongoing responsibility to counsel its investor client as to the suitability of the affiliated
private fund and any of its underlying investment strategies.
Important Disclosures
Use of Mutual and Exchange Traded Funds: Most mutual funds and exchange traded
funds are available directly to the public. Therefore, a prospective client can obtain many
of the funds that may be utilized by Registrant independent of engaging Registrant as an
investment advisor. However, if a prospective client determines to do so, they will not
receive Registrant’s initial and ongoing investment advisory services.
In addition to Registrant’s investment advisory fee described below, and transaction and/or
custodial fees discussed below, clients will also incur, relative to all mutual fund and
exchange traded fund purchases, charges imposed at the fund level (e.g., management fees
and other fund expenses).
Socially Responsible (ESG) Investing Limitations. Socially Responsible Investing
involves the incorporation of Environmental, Social and Governance (“ESG”)
considerations into the investment due diligence process. ESG investing incorporates a set
of criteria/factors used in evaluating potential investments: Environmental (i.e., considers
how a company safeguards the environment); Social (i.e., the manner in which a company
manages relationships with its employees, customers, and the communities in which it
operates); and Governance (i.e., company management considerations). The number of
companies that meet an acceptable ESG mandate can be limited when compared to those
that do not and could underperform broad market indices. Investors must accept these
limitations, including potential for underperformance. Correspondingly, the number of
ESG mutual funds and exchange-traded funds are limited when compared to those that do
not maintain such a mandate. As with any type of investment (including
any investment
and/or investment strategies recommended and/or undertaken by Registrant), there can be
no assurance that investment in ESG securities or funds will be profitable or prove
successful. Registrant does not maintain or advocate an ESG investment strategy but will
seek to employ ESG if directed by a client to do so. If implemented, Registrant shall rely
upon the assessments undertaken by the unaffiliated mutual fund, exchange traded fund or
separate account portfolio manager to determine that the fund’s or portfolio’s underlying
company securities meet a socially responsible mandate.
Portfolio Activity: Registrant has a fiduciary duty to provide services consistent with the
client’s best interest. As part of its investment advisory services, Registrant will review
client portfolios on an ongoing basis to determine if any changes are necessary based upon
various factors, including, but not limited to, investment performance, fund manager
tenure, style drift, account additions/withdrawals, and/or a change in the client’s
investment objective. Based upon these factors, there may be extended periods of time
when Registrant determines that changes to a client’s portfolio are neither necessary nor
prudent. Clients nonetheless remain subject to the fees described in Item 5 below during
periods of account inactivity.
Cash Positions: Registrant treats cash as an asset class. As such, unless determined to the
contrary by Registrant, all cash positions (money markets, etc.) shall be included as part of
assets under management for purposes of calculating Registrant’s advisory fee. In addition,
while assets are maintained in cash, such amounts could miss market advances. Depending
upon current yields, at any point in time, Registrant’s advisory fee could exceed the interest
paid by the client’s cash positions.
Disclosure Statement: A copy of the Registrant’s written Brochure, as set forth on Part 2
of Form ADV, shall be provided to each client prior to the execution of any new advisory
agreement.
Additional Disclosures Related to the Affiliated Private Funds
As discussed above, the Registrant serves as the Investment Manager of, and provides
discretionary investment management services to the affiliated private funds. The terms
and conditions for participation in the affiliated private funds including management and
incentive fees, conflicts of interest, and risk factors, are set forth in each fund’s respective
offering documents.
Private investment funds generally involve various risk factors, including, but not limited
to, potential for complete loss of principal, liquidity constraints and lack of transparency,
a complete discussion of which is set forth in each fund’s offering documents, which will
be provided to each investor for review and consideration. Unlike liquid investments that
an investor may maintain, private investment funds do not provide daily liquidity or
pricing. Each prospective investor will be required to complete a Subscription Agreement,
pursuant to which the investor shall establish that they are qualified for investment in the
fund, and acknowledge and accept the various risk factors that are associated with such an
investment.
C. The Registrant shall provide investment advisory services specific to the needs of each of
the affiliated private funds and the Registrant shall allocate investment assets consistent
with the designated investment objective of each of the affiliated private funds.
D. The Registrant does not participate in a wrap fee program.
E. As of December 31, 2023, the Registrant had $51,000,000 in assets under management on
a discretionary basis.