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REG - Brown Advisory US - Half Yearly Results to 31 December 2025

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RNS Number : 8807T  Brown Advisory US Smaller Cos. PLC  23 February 2026

23 February 2026

 

Brown Advisory US Smaller Companies PLC (the 'Company' or 'BASC')

 

Half Yearly Financial Results for the Six Months Ended 31 December 2025
(unaudited)

 

Legal Entity Identifier: 549300HKKL9K1NY4TW55

 

 

Financial highlights for the six months ended 31 December 2025

Ordinary Share Performance

 

                                                      31 December 2025  30 June  % change

                                                                        2025
 Net asset value (pence)*                             1,476.1           1,416.7  +4.2
 Closing price (pence)                                1,390.0           1,270.0  +9.4
 Russell 2000 Total Return Index (sterling adjusted)  10,113.4          8,637.0  +17.1
 Discount to net asset value (%)*                     (5.8)             (10.4)   -
 Ongoing charges ratio (%)*                           1.02              1.01     -

 

*For definitions of the above Alternative Performance Measures please refer to
the Glossary of Terms

 

 

Contact:

 Brown Advisory US Smaller Companies                      InvestmentTrustEnquiries@brownadvisory.com

                                                        (mailto:InvestmentTrustEnquiries@brownadvisory.com)

 FundRock Partners Limited,                               ukfundcosec@apexgroup.com (mailto:ukfundcosec@apexgroup.com)

 Company Secretary

 Singer Capital Markets, Corporate Broker                 + 44 207 496 3000

 

Chairman's Statement

 

Dear Fellow Shareholder,

 

US equity markets performed well over the six-month period to 31 December
2025, encouraged by a resilient economy, very strong corporate reports,
particularly from the technology sector, and latterly by steady cuts in
interest rates as the Federal Reserve (FED) loosened monetary policy again. It
was also a good period for smaller companies which benefited from a return of
investor interest and a broadening in their buying activity. This was
reflected in the performance of our benchmark, the sterling-adjusted Russell
2000 index, which returned 17.1%, comfortably ahead of the large cap indices.
However, our own portfolio of US smaller companies did not keep pace with the
broader market. For the six months ended 31 December 2025, your Company's net
asset value (NAV) per share rose from 1416.7p to 1476.1p, a total increase of
4.2%, which was positive in absolute terms, but disappointing when compared to
the benchmark. Most of the underperformance accrued in the third calendar
quarter of 2025 as the market turned more speculative and our Portfolio
Manager's rigorous approach of focussing on quality companies and avoiding
those with weaker fundamentals was less aligned with market dynamics.

 

Over the six months, the Company's share price rose from 1270.0p to 1390.0p,
up 9.4%. This resulted in a narrowing of the discount from 10.4% to 5.8%.

 

Market Review

Having moved largely sideways in the first six months of calendar 2025 on
concerns over President Trump's trade war and fears of a bubble in the
Artificial Intelligence (AI) sector, US equities opened our 2025/6 financial
year on an upbeat note. They responded positively to the passing in the Senate
in early July of President Trump's One Big Beautiful Bill Act.

 

The latter represented a significant stimulus for US companies, through tax
cuts and incentives for business investment, that would more than offset the
potential drag on the economy from the wide range of tariffs then being
announced. Indeed, in the event many of the tariffs announced over the summer
proved less damaging than thought at first, such as the 15% trade deal reached
with Japan and South Korea. Thereafter, despite occasional bouts of volatility
US equities climbed steadily higher, closing each month in positive territory
and our half year end at around their all-time highs.

 

News on the US economy was generally supportive throughout the period as
growth remained strong and underlying demand firm. GDP for the third quarter
2025 came in comfortably ahead of expectations, at an annualised rate of 4.3%,
its fastest in two years, driven by consumer spending, exports and government
spending. The US economy maintained its vigour to the end of the period, even
if the data releases became more difficult to read given the delays in
publication with the government shutdowns.

 

However, while business activity remained firm, signs emerged as of the late
summer of a softening in the labour market. The payroll numbers started to
come in well below expectations and the unemployment rate rose to 4.3%, its
highest level in the current cycle. With the inflation numbers remaining
benign, albeit still above the Fed's target range, this prompted a very open
division within the Fed as to when the central bank should resume cutting
interest rates. For much of the period, the chair, Jerome Powell, maintained
his more hawkish stance and wait-and-see position, but he too was obliged to
soften his stance in response to the changing dynamics. At the Jackson Hole
conference in late August, Powell admitted that the 'shifting balance of risks
may warrant adjusting our policy stance.' In the event, the Fed cut interest
rates three times in the last months of 2025, at a quarter point each time,
lowering the benchmark overnight interest rate in December to a range of
between 3.5% and 3.75%. It was generally agreed that a slowdown in monthly job
creation and rising unemployment warranted a less restrictive monetary policy,
and the moves were well received by both the bond and equity markets.

 

The shift in monetary policy by the Fed over the summer, the start of interest
rate cuts in September and the expectation of more to come, coupled with the
strong results from the corporate sector, particularly in AI and
technology-related areas, gave renewed stimulus to the US equity markets in
the autumn. Within the markets, however, there was something of a change of
leadership as investors looked for asset classes that had lagged. They became
more selective in their choice of mega-cap stocks or what had become known as
the 'Magnificent Seven' and looked to seek out companies in more traditional
domains that were also beneficiaries of the massive AI capex boom underway, as
for example providing electricity to data centres or telecom equipment.

 

Especially sought after as a result were small and mid-cap stocks given their
long prior period of underperformance relative to the large and mega-caps. As
a result, over the period under review small and mid-cap stocks performed
better than their larger counterparts. Over the half year, the Russell 2000 in
US dollar terms returned a gross 14.9%, compared to 11.0% from the S&P 500
and 14.4% from the Nasdaq. The US dollar strengthened a little against
sterling over the period, rising from 1.37 to 1.34 which added slightly to the
returns for sterling-based investors.

 

Portfolio Performance

As mentioned above, our performance over the past six months relative to our
benchmark was disappointing. Our Portfolio Manager's focus on quality
companies and avoiding more speculative situations, often loss-making, with
weaker financials was a hindrance to performance in such a momentum
theme-driven market. This was particularly true in the case of our stock picks
in the more highly rated sectors of healthcare and information technology,
swept up by AI euphoria, and in industrials.

 

A more detailed coverage on the development of the US smaller company sector
over the past six months and our activity and performance is included in the
Portfolio Manager's Review within the Company's Half Year Report.

 

The Board continues to monitor closely investment performance and in
accordance with the Portfolio Management Agreement (PMA), carries out a
detailed formal appraisal of the Portfolio Manager annually. Despite the
recent bout of underperformance in what was a difficult period for many active
small cap investors, we continue to have confidence in our Portfolio Manager's
philosophy and process to identify successful, quality companies and in their
ability to deliver positive results over the long term, as they have done in
the past.

 

However, the Board is conscious of performance challenges and also has regard
to the Company's three-yearly continuation vote which falls due at the AGM
later this year. The Board will therefore be seeking shareholder views on
these challenges.

 

Tender Offer

The Board decided a year ago that should long-term performance not be
satisfactory for shareholders there should be a mechanism for them to realise
close to their NAV in the Company. Accordingly, the Board offered shareholders
the opportunity to tender some or all their shares at close to NAV, less
costs, if NAV performance has not outperformed the benchmark for the period 1
July 2023 to 30 June 2028 (ie a total period of five years with two and a half
remaining). This redemption option sits alongside the existing 3-year
continuation vote.

 

Continuation Vote

In accordance with the three-year cycle prescribed in the Company's Articles
of Association, the next continuation vote will be held at our Annual General
Meeting (AGM) in November 2026.

 

Management Fee

The Board also reviews the management fees paid to the Portfolio Manager,
Brown Advisory, on an annual basis. The aim is to ensure that the fees
continue to represent good value to shareholders, that they are competitive
with similar products and consider the quality and experience of the teams
involved.

 

Following engagement with Brown Advisory a year ago, the Board agreed a
reduction in their management fees which took effect as of 1 January 2025. The
Board believes that the current fee structure is fair, offers good value to
shareholders and being based on the lower of market capitalisation and NAV
more clearly aligns the interests of the Portfolio Manager with those of our
shareholders.

 

Share Price and Discount

The Board also remains committed to using share buybacks with the aim of
reducing discount volatility and working to reduce any discount should it
become significantly wider than those of similar investment trusts, rather
than at a fixed discount level. In accordance with our share buyback policy as
revised three years ago we bought in 202,417 shares over the half-year. The
average price paid was 1326.8p and at an average discount of 9.5%.

 

On 31 December 2025, the number of shares held in treasury was 6,892,043 and
the total number in public hands was 11,331,370.

 

Gearing

With markets at high levels and taking into consideration the views of the
Portfolio Manager regarding investment opportunities in the smaller company
sector at the relevant times the Board held back from gearing the portfolio.
However, the situation with regards to gearing remains under regular review.

 

Shareholder Communications

The Board encourages shareholders to visit the Company's website
(www.brownadvisory.com/basc (http://www.brownadvisory.com/basc) ) for the
latest information, podcasts and monthly factsheets.

 

Outlook

As reported above, investors in US equities enjoyed another strong year in
2025, with double digit gains for the third year running. A healthy economy,
restrained inflation, cuts in interest rates and much hype surrounding
Artificial Intelligence (AI) provided all the necessary ingredients for the
markets to rally. Given these factors still remain largely in place, US
markets could well generate positive returns again in 2026.

 

The main risks are also much as before. First, interest rates may not fall as
quickly as many investors now expect given the Fed's continuing concern over
the inflation risks caused by the introduction of tariffs and the risk of them
becoming entrenched. Indeed, while the Fed as a whole voted for the quarter
point cut in December, its third move in 2025, the subsequent minutes of the
meeting revealed three members voted against with the decision reported to be
'finely balanced'. Not since 2019 has the Fed seen such a level of dissent,
and this, coupled with the likely member changes to the Board in 2026, will
make interest rates and monetary policy that more difficult to forecast.

 

Secondly, the rally of the past couple of years leaves much of the markets
looking increasingly expensive. Stocks are trading at well above their
long-term averages, even if flattered by the hefty presence of fast-growing
tech stocks, with the greater risk therefore of disappointment. Finally, there
is always the risk of a major setback in the technology sector on possible
earnings disappointments or concern over the scale of the capex spend and the
low returns on investment.

 

What is new this year, however, is the massive rise in geopolitical risk as a
new world order begins to take shape with the US, China and Russia at the
fore. Markets have taken the extraordinary world events of the past couple of
months within their stride but are likely to become more volatile as they
realise the world to have become more changeable, more unpredictable, and more
dangerous.

 

In conclusion, therefore, despite the caveats mentioned above the US domestic
background remains in good health and should continue to support US equities
going forward. Smaller companies should benefit even more from the fiscal
measures and other corporate incentives the Trump administration has announced
given their greater domestic exposure. With some signs that the technology and
AI story may have run its course, investors may look to revisit their smaller
company exposure given the sector's lagged performance till recently, its
attractive array of businesses and its undemanding valuations. Our performance
should also benefit from the market's return to a more fundamentals-based
approach and less a theme and momentum driven one. We believe that our
Portfolio Manager is well placed to take full advantage of such opportunities,
while being also prepared to navigate the portfolio safely through periods of
geopolitical turbulence.

 

 

Stephen White

Chairman

20 February 2026

 

Related Party Transactions

During the first six months of the current financial year no transactions with
related parties have taken place which have materially affected the financial
position or performance of the Company. Details of related party transactions
are contained in the Annual Report and Financial Statements for the year ended
30 June 2025 and in the Half Year Report.

 

Principal and emerging risks and uncertainties

The Board, through the Audit and Risk Committee, carries out a regular review
of the risk environment in which the Company operates, changes to the
environment and individual risks. The Board also considers emerging risks
which might affect the Company. The Board has carried out a robust assessment
of the Company's principal and emerging risks, which include those that would
threaten its business model, future performance, solvency, liquidity or
reputation.

 

Details of the principal and emerging risks and uncertainties associated with
the Company's business are set out in the Annual Report and Financial
Statements for the year ended 30 June 2025. In the view of the Board, these
principal and emerging risks and uncertainties continue to apply and they are
constantly under review.

 

Going Concern

The Half Yearly Financial Statements have been prepared on a going concern
basis. The Directors consider that this is the appropriate basis as they have
a reasonable expectation that the Company has adequate resources to continue
in operational existence for the foreseeable future. In considering this, the
Directors took into account the Company's investment objective, risk
management policies and capital management policies, the diversified portfolio
of readily realisable securities which can be used to meet short-term funding
commitments and the ability of the Company to meet all of its liabilities and
ongoing expenses.

 

In determining the appropriateness of the going concern basis, the Directors
gave particular focus to the operational resilience and ongoing viability of
the Portfolio Manager, the AIFM and other key third-party suppliers.

 

Statement of Directors' Responsibilities

Each of the Directors confirms to the best of their knowledge that:

a)    the condensed set of financial statements, prepared in accordance
with the applicable set of accounting standards, give a true and fair view of
the assets, liabilities, financial position and profit or loss of the Company
at, or, as applicable, for the period ended 31 December 2025.

b)    in their opinion the Chairman's statement, the Portfolio Manager's
review and the interim management report include a fair review of the
development and performance of the Company, together with a description of the
principal risks and uncertainties that the Company faces; and

c)    the interim management report includes a fair review of the
information required by Disclosure Guidance and Transparency Rule 4.2.8R on
related party transactions.

 

The Half Yearly Financial Report has not been audited or reviewed by the
Company's auditors.

 

For and on behalf of the Board

Stephen White

Chairman

20 February 2026

 

Income Statement

for the six months ended 31 December 2025 (unaudited)

 

                                                                            Six months to 31 December 2025         Six months to 31 December 2024

                                                                            Revenue      Capital                   Revenue      Capital
                                                                            Return       Return       Total        Return       Return       Total
                                                                            £'000        £'000        £'000        £'000        £'000        £'000
 Gains from investments held at fair value through profit or loss (Note 2)  -                                      -

                                                                                         6,874        6,874                     9,604        9,604
 Currency exchange loss                                                     -            (18)         (18)         -            (32)                   (32)
 Investment income                                                          446          -            446          465          -            465
 Other income                                                               180          -            180          68           -            68
 Total income                                                               626          6,856        7,482        533          9,572        10,105
 Management fee                                                             (551)        -            (551)        (628)        -            (628)
 Other expenses                                                             (302)        (2)          (304)        (283)        (1)          (284)
 (Loss)/return before finance costs and taxation

                                                                            (227)        6,854        6,627        (378)        9,571        9,193
 Finance costs                                                              (2)          -            (2)          -            -            -
 (Loss)/return before taxation                                              (229)        6,854        6,625        (378)        9,571        9,193
 Taxation                                                                   (66)         -            (66)         (70)         -            (70)
 Net (loss)/ return after taxation                                          (295)        6,854        6,559        (448)        9,571        9,123
 Net (loss)/return per Ordinary share (Note 3)

                                                                            (2.59)p      59.98p       57.39p       (3.79)p      80.95p       77.16p

 

The 'Total' column of this statement is the profit and loss account of the
Company.

 

The 'Revenue' and 'Capital' columns represent supplementary information
prepared under guidance issued by the Association of Investment Companies. The
Company has no other comprehensive income, and therefore the net return after
taxation is also the total comprehensive income for the year.

 

All items in the above statement derive from continuing operations. No
operations were acquired or discontinued in the period.

 

The financial information does not constitute 'accounts' as defined in section
434 of the Companies Act 2006.

 

 

Statement of Financial Position

as at 31 December 2025 (unaudited)

 

                                                   31 December     30 June

                                                   2025            2025

                                                    (unaudited)    (audited)

                                                   £'000           £'000
 Fixed assets
 Investments at fair value through profit or loss  161,519         155,440
 Current assets
 Debtors                                           230             455
 Cash at bank and in hand and cash equivalents     7,064           7,970
                                                   7,294           8,425
 Creditors: amounts falling due within one year    (1,548)         (466)
 Net current assets                                5,746           7,959
 Total assets less current liabilities             167,265         163,399
  Capital and reserves
 Called up share capital                           4,555           4,555
 Share premium account                             19,550          19,550
 Non-distributable reserve                         841             841
 Capital redemption reserve                        9,628           9,628
 Retained earnings - capital reserve               143,691         139,530
 Retained earnings - revenue reserve               (11,000)        (10,705)
 Total shareholders' funds                         167,265         163,399
 Net asset value per Ordinary share (Note 6)       1,476.1p        1,416.7p

 

 

The Financial Statements were approved by the Board of Directors and signed on
its behalf on 20 February 2026.

 

Stephen White

Chairman

 

Company Registration Number 02781968

 

 

Statement of Changes in Equity

for the six months ended 31 December 2025 (unaudited)

 

 

                                                                                                            Retained earnings
                                                       Called up  Share     Non-distributable  Capital      Capital      Revenue       Total

Share
Premium
Reserve
Redemption
Reserve†
reserve*†

Capital
Reserve
 For the six months to 31 December 2025                £'000      £'000     £'000              £'000        £'000        £'000         £'000
 Balance at 1 July 2025                                4,555      19,550    841                9,628        139,530      (10,705)      163,399
 Net return for the period                             -          -         -                  -            6,854        (295)         6,559
 Repurchase of Ordinary shares to be held in treasury  -          -         -                  -            (2,693)      -             (2,693)
 Balance at 31 December 2025 (unaudited)               4,555      19,550    841                9,628        143,691      (11,000)      167,265

                                                                                                             Retained earnings
                                                       Called up  Share     Non-distributable  Capital      Capital      Revenue       Total

Share
Premium
Reserve
Redemption
reserve†
reserve*†

Capital
Reserve
 For the six months to 31 December 2024                £'000      £'000     £'000              £'000        £'000        £'000         £'000
 Balance at 1 July 2024                                4,555      19,550    841                9,628        149,973      (10,003)      174,544
 Net return for the period                             -          -         -                  -            9,571        (448)         9,123
 Repurchase of Ordinary shares to be held in treasury                                                       (1,588)

                                                       -          -         -                  -                         -             (1,588)
 Balance at 31 December 2024 (unaudited)               4,555      19,550    841                9,628        157,956      (10,451)      182,079

 

 

Retained earnings

                                                       Called up  Share     Non-distributable  Capital      Capital      Revenue       Total

Share
Premium
Reserve
Redemption
reserve†
reserve*†

Capital
Reserve
 For the year ended 30 June 2025 (audited)             £'000      £'000     £'000              £'000        £'000        £'000         £'000
 Balance at 1 July 2024                                4,555      19,550    841                9,628        149,973      (10,003)      174,544
 Repurchase of Ordinary shares to be held in treasury  -          -         -                  -            (4,382)      -             (4,382)
 Net return for the year                               -          -         -                  -            (6,061)      (702)         (6,763)
 Balance at 30 June 2025                               4,555      19,550    841                9,628        139,530      (10,705)      163,399

 

 

† Retained earnings comprise the total of Capital reserve and Revenue
reserve.

 

* Under the Company's Articles of Association any dividends may be distributed
only from the revenue reserve element of retained earnings and, as at 31
December 2025, there were no available earnings of this type.

 

 

Statement of Cash Flows

for the six months ended 31 December 2025

 

                                                                          Six months ended               Six months ended

                                                                          31 December 2025 (unaudited)   31 December 2024 (unaudited)

£'000
£'000
 Cash flows from operating activities
 Investment income received (gross)                                       418                            444
 Deposit interest received                                                180                            68
 Investment management fee paid                                           (536)                          (609)
 Other cash expenses                                                      (330)                          (317)
 Net cash outflow from operating activities before taxation and interest  (268)                          (414)
 Interest paid                                                            (2)                            --
 Taxation                                                                 (66)                           (70)
 Net cash outflow from operating activities                               (336)                          (484)
 Cash flows from investing activities
 Purchases of investments                                                 (37,517)                       (31,399)
 Sales of investments                                                     39,658                         31,290
 Net cash inflow/(outflow) from investing activities                      2,141                          (109)
 Cash flows from financing activities
 Repurchase of ordinary shares into Treasury                              (2,693)                        (1,588)
 Net cash outflow from financing activities                               (2,693)                        (1,588)
 Decrease in cash                                                         (888)                          (2,181)
 Cash and cash equivalents at the start of the period                     7,970                          9,722
 Realised loss on foreign currency                                        (18)                           (32)
 Cash and cash equivalents at end of the period                           7,064                          7,509

 

 

 

Notes to the Financial Statements for the six months to 31 December 2025

 

The Notes to the Financial Statements form part of the above Financial
Statements.

 

1.  Accounting policies

 

The accounting policies applied for the condensed financial statements are as
set out in the Company's Annual Report & Accounts for the year ended 30
June 2025. They have been applied consistently during the period ended 31
December 2025.

 

FRS 104, 'Interim Financial Reporting', issued by the FRC in March 2015 has
been applied in preparing the financial statements included in this half
yearly report.

 

Basis of accounting

The accounts of the Company are prepared on a going concern basis under the
historical cost convention, modified to include fixed asset investments at
fair value through profit or loss and in accordance with the Companies Act
2006, UK GAAP and with the Statement of Recommended Practice ('SORP') for
Investment Trust Companies and Venture Capital Trusts issued by the
Association of Investment Companies ('AIC') in November 2014 and updated in
April 2021.

 

The functional and reporting currency of the Company is pounds sterling
because that is the currency of the primary economic environment in which the
Company operates.

 

In accordance with the SORP, the Income Statement has been analysed between a
revenue account (dealing with items of a revenue nature) and a capital account
(relating to items of a capital nature).

 

Revenue returns include, but are not limited to, dividend income, operating
expenses and tax. Net revenue returns are allocated via the revenue account to
the retained earnings, out of which dividend payments may be made. Capital
returns include, but are not limited to, profits and losses on the disposal
and revaluation of fixed asset investments and currency profits and losses on
cash and borrowings. Net capital returns may not be distributed by way of
dividend and are allocated via the capital account to the retained earnings.

 

2.  Gains on investments held at fair value through profit or loss

 

 

                                                                 Six months to     Six months to

                                                                 31 December       31 December

                                                                 2025              2024

                                                                 £'000             £'000
 Investment Income
 Net losses realised on sale of investments                               (528)             (1,209)
 Movement in investment holdings gains                                    7,402             10,813
 Gains on investments held at fair value through profit or loss           6,874             9,604

 

 

3.  Return per Ordinary share

 

 

                                                                        Six months to  Six months to

                                                                        31 December    31 December

                                                                        2025           2024

                                                                        £'000          £'000
 Net revenue loss                                                       (295)          (448)
 Net capital return                                                     6,854          9,571
 Net total return                                                       6,559          9,123
 Weighted average number of Ordinary shares in issue during the period  11,427,254     11,823,200
 Revenue loss per Ordinary share                                        (2.6)p         (3.8)p
 Capital return per Ordinary share                                      60.0p          81.0p
 Total return per Ordinary share                                        57.4p          77.2p

 

4.  Transaction Costs

 

During the period, expenses were incurred in acquiring or disposing of
investments classified as fair value through profit or loss. These have been
expensed through capital and are included within gains on investments in the
Income Statement. The total costs were as follows:

 

            Six months to  Six months to

            31 December    31 December

            2025           2024

            £'000          £'000
 Purchases  38             24
 Sales      23             19
 Total      62             43

 

5.  Comparative information

 

The financial information contained in this interim report does not constitute
statutory accounts as defined in section 434 of the Companies Act 2006. The
financial information for the six months to 31 December 2025 and 31 December
2024 has not been audited.

 

The information for the year ended 30 June 2025 has been extracted from the
latest published audited financial statements. The audited financial
statements for the year ended 30 June 2025 have been filed with Companies
House. The report of the auditors on those accounts contained no qualification
or statement under section 498(2) or (3) of the Companies Act 2006.

 

6.  Net asset value per Ordinary share

 

The net asset value per Ordinary share as at 31 December 2025, calculated in
accordance with the Articles of Association, was as follows:

                  31 December 2025                              30 June 2025
                  Net asset            Net assets attributable  Net asset value per share attributable  Net assets attributable

£'000
(p)
£'000
                  value per

                  share attributable

(p)
 Ordinary shares  1,476.1              167,265                  1,416.7                                 163,399

 

Net asset value per Ordinary share on the balance sheet is based on net assets
of £167,265,000 (30 June 2025: £163,399,000) and on 11,331,370 (30 June
2025: 11,533,787) Ordinary shares, being the number of Ordinary shares in
issue at the end of the period.

 

7.  Fair valuation of investments

 

The fair value hierarchy analysis for investments held at fair value at the
period end is as follows:

 

              31 December 2025                                                                                                         30 June 2025
              Level 1                     Level 2                                   Level 3                                   Total    Level 1  Level 2                                   Level 3                                   Total

£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
 Investments            161,519                               -                                         -                     161,519  155,440                      -                                         -                     155,440

 

 

Financial instruments include fixed asset investments, derivative assets and
liabilities.

 

Accounting standards recognise a hierarchy of fair value measurements for
financial instruments which gives the highest priority to unadjusted quoted
prices in active markets for identical assets or liabilities (level 1) and the
lowest priority to unobservable inputs (level 3). The classification of
financial instruments depends on the lowest significant applicable input, as
follows:

 

Level 1 - Unadjusted, fully accessible and current quoted prices in active
markets for identical assets or liabilities. Included within this category are
investments listed on any recognised stock exchange.

 

Level 2 - Quoted prices for similar assets or liabilities, or other directly
or indirectly observable inputs which exist for the duration of the period of
investment. Examples of such instruments would be those for which the quoted
price has been recently suspended, forward exchange contracts and certain
other derivative instruments.

 

Level 3 - External inputs are unobservable. Value is the Directors' best
estimate, based on advice from relevant knowledgeable experts, use of
recognised valuation techniques and on assumptions as to what inputs other
market participants would apply in pricing the same or similar instruments.
Included within this category are unquoted investments.

 

8.  Related parties and transactions with the manager

 

FundRock Partners Limited (FundRock) has been appointed as AIFM to the Company
pursuant to an Alternative Investment Fund Management Agreement between
FundRock and the Company. FundRock has also been appointed to provide company
secretarial services to the Company.

 

Brown Advisory has been appointed to provide portfolio management services
pursuant to a Portfolio Management Agreement between the Company, FundRock and
Brown Advisory.

 

Up until 31 December 2024, the management fee has been calculated at an annual
rate of 0.7% on the first £200 million; 0.6% of the next £300 million; and
0.5% thereafter of the Company's adjusted net assets.

 

With effect from 1 January 2025, the revised management fee has been
calculated at an annual rate of 0.65% on the first £200 million; 0.6% of the
next £300 million; and 0.5% thereafter of the Company's adjusted net assets.

 

The management fee is payable by the Company to FundRock, who shall deduct
from the management fee the amounts due to it as AIFM and for company
secretarial services and shall pay the balance to Brown Advisory.

 

The management fee is calculated and payable on a quarterly basis.

 

The investment management fee payable to FundRock for the period 1 July 2025
to 31 December 2025 was £551,000. For the period 1 July 2024 to 31 December
2024 the fee payable was £628,000.

 

The appointment of Brown Advisory and FundRock may be terminated by not less
than six months' notice.

 

There are no transactions with the directors other than the remuneration paid
to the directors as disclosed in the Directors' Remuneration Report on pages
64 to 67 of the 2025 Annual Report & Accounts and as set out in Note 5 to
the Accounts on page 89 and the beneficial interests of the directors in the
ordinary shares of the Company as disclosed on page 67 of the 2025 Annual
Report & Accounts.

 

 

Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on this announcement (or any other website) is
incorporated into, or forms part of, this announcement.

 

END

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