Generally
The Adviser, a Delaware limited liability company, was organized in 2006. Certain
principals and owners of the Adviser have been providing continuous investment advisory services
to clients through a predecessor entity, Rockwood Capital Corporation (under the trade name
“Rockwood”) since 1990. The Adviser is the manager of real estate funds, including pooled
investment vehicles and “funds of one” (which we refer to as “separate accounts”).
Principal Owners
On April 29, 2022, the Adviser entered into a merger agreement with an affiliate of Colliers
International Group Inc. (“Colliers”), pursuant to which Colliers has acquired a 65% equity interest
in the Adviser. The principals of the Adviser maintained their 35% ownership stake in the Adviser.
The transaction was completed on July 1, 2022.
Following the majority stake transaction with Colliers, the Adviser’s principals retained
autonomy with respect to the day-to-day operations of the Adviser’s investment management
business and will continue to own a meaningful equity stake. Rockwood and Colliers collaborate
on “corporate decisions” for the Adviser. While Colliers will have the right to override certain
corporate decisions, the Adviser’s management team have significant approval rights with respect
to certain fundamental corporate decisions. Colliers’ involvement in the Adviser’s business could
increase the reporting and compliance obligations of the Adviser. This could further increase the
amount of time that the Adviser spends on non-investment related activities and both complicate
and delay the Adviser’s ability to effectively pursue the Funds’ investment strategies. Additionally,
although Rockwood intends to maintain its operations, strategy and investment decisions separate
from Colliers, Rockwood is subject to the Rockwood-Colliers governance arrangement and
generally has incentives to conduct operations in a manner that benefits Colliers.
Advisory Services
The Adviser provides investment advisory services to pooled investment vehicles and
separate accounts (each, a “Fund” and collectively, the “Funds”) with respect to real estate-related
investments. The investment strategy of the Adviser is described in Item 8 and set forth more fully
in the private placement memorandum (as supplemented or amended, the “Private Placement
Memorandum”) and/or in the limited partnership or similar governing agreement of each Fund
(each, a “Partnership Agreement”). The Adviser provides services to each Fund in accordance with
the Partnership Agreement and, where applicable, the management agreement between the
Adviser, the Fund and the general partner of such Fund (each, a “Management Agreement” and,
collectively with the Private Placement Memorandums and the Partnership Agreements, the
“Governing Documents”). The Adviser’s sole clients are the Funds. The Adviser’s investment
advisory services are limited to the types of services described in this Brochure, as supplemented
by the Private Placement Memorandum and/or Partnership Agreement of each Fund.
The Adviser, together with the general partners of the Funds (including any future affiliated
general partner entities), operate as a single advisory business (collectively, “Rockwood”).
Fund Structure
The Funds are generally organized as Delaware limited partnerships. Each Fund is typically
controlled by a general partner that is an affiliate of the Adviser and has investors that are limited
partners of the Fund (generally referred to herein as “investors” or “limited partners”). The Adviser
manages each Fund. The Adviser investigates, analyzes and structures potential investments for
each Fund. The Adviser has the general authority to recommend investments to the Fund’s general
partner and performs all of the Fund’s day-to-day investment and asset management functions,
subject to the limitations set forth in the Management Agreement and/or Partnership Agreement
of such Fund. However, the management
and the conduct of the activities of each Fund remain the
ultimate responsibility of the Fund’s general partner.
The general partners of certain Funds reserve the right to establish feeder partnerships,
alternative investment funds, blocker corporations, parallel funds, real estate investment trusts
(“REITs”), group trusts or other similar investment vehicles to address the tax, regulatory or other
concerns of certain prospective limited partners of the Funds. For certain Funds, the general
partners reserve the right to establish a “side car” co- investment vehicle for large investors (so-
called side car partners) to co-invest with the Fund in certain large investments on such terms as
are set forth in the Fund’s Partnership Agreement and in the partnership agreement of the side-car
co-investment vehicle. In addition, if the general partner of a Fund elects to make co-investment
opportunities available to other current or prospective limited partners or third-party co-investors,
the general partner expects to establish a co-investment fund to facilitate such co-investment
opportunities, the terms of which may differ from those of the applicable Fund (See Item 11 below
for additional information on the allocation of co-investment opportunities). When we refer to
limited partners and general partners in this Brochure, we are also referring to the equivalent
investors and managers of such entities.
For strategic or other reasons, a co-investor or co-invest vehicle (including a co-investing
Fund) purchases a portion of an investment from one or more Funds after such Funds have
consummated the investment (also known as a post-closing sell-down or transfer), which generally
will have been funded through Fund investor capital contributions and/or use of a Fund credit
facility. Any such purchase from a Fund by a co-investor or co-invest vehicle generally occurs
shortly after the Fund’s completion of the investment to avoid any changes in valuation of the
investment, but in certain instances could be well after the Fund’s initial purchase. Where
appropriate, and in the Adviser’s sole discretion, the Adviser reserves the right to charge interest
on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to adjust the
purchase price under certain conditions), and to seek reimbursement to the relevant Fund for
related costs. However, to the extent any such amounts are not so charged or reimbursed (including
charges or reimbursements required pursuant to applicable law), they generally will be borne by
the relevant Fund.
Generally, the general partner of each Fund will form and maintain an investment
committee comprised of senior real estate professionals who are members of the Fund’s general
partner (the “Investment Committee”). In general, the Investment Committee will make all major
investment decisions for the applicable Fund, including decisions regarding the acquisition (or if
issuance of debt, origination), financing and disposition of investments.
Notwithstanding the foregoing, the structure and organization of the Funds structured as
separate accounts are individually negotiated and may vary.
Investment Restrictions
Generally, each Partnership Agreement contains investment restrictions. These restrictions
may address, among other things, investments outside certain jurisdictions, types of investments
and the amount of leverage that may be incurred by the Fund. Where applicable, certain of these
restrictions may be waived with the consent of the Fund’s advisory committee, which consists of
representatives of limited partners in the Fund who are not affiliated with the Adviser or the Fund’s
general partner (each, an “Advisory Committee”), or with the consent of the investor in the relevant
separate account, as applicable.
Management of Client Assets
As of December 31, 2023, the Adviser managed $7,326,410,706 of client assets on a
discretionary basis and $3,583,376,354 on a nondiscretionary basis.