Sound Point Luna LLC (“SPL”) f/k/a Assured Investment Management, LLC is organized as a Delaware
limited liability company and is an investment adviser registered with the SEC.
SPL serves as an investment adviser to pooled investment vehicles (“SPL Funds”), special purpose vehicles
for collateralized loan obligations (“SPL CLOs”), that are primarily domestic and foreign limited
partnerships, domestic limited liability companies, trusts and foreign companies (SPL Funds and SPL CLOs
are collectively referred to herein as “Client Accounts”), and as sub-adviser to the Fuji CLOs (as defined
below).
SPL is principally owned by Sound Point Capital Management, LP, a Delaware Limited Partnership and
SEC-registered investment adviser (“Sound Point”). Sound Point is a privately-owned asset management
firm with investment strategies that concentrate on performing credit and collateralized loan obligations,
opportunistic credit, structured credit, specialty finance and marketplace lending, and commercial real estate
credit, utilizing a fundamental and research-intensive approach to investing.
In addition to Sound Point, SPL is affiliated with the following SEC registered investment advisers: Sound
Point CLO C-MOA, LLC (“SP C-MOA”), Sound Point Meridian Management Company, LLC
(“SPMMC”)
1 and Sound Point Commercial Real Estate Finance LLC (“SPCRE”). SPL is also affiliated
with Sound Point CRE Management, LP (“CRE”) and SPCRE InPoint Advisors, LLC (“SPCREF”), both
of which are currently exempt from registration as an investment adviser with the SEC and the State of New
York.
2 SPL provides sub-advisory services on a non-discretionary basis to BlueMountain Fuji Management
LLC (“BlueMountain Fuji”), which is also an SEC registered investment adviser. Together with Sound
Point, SP C-MOA, SPMMC, SPCREF, SPCRE, CRE and BlueMountain Fuji are referred to herein as the
“Affiliates”. In general, this Brochure does not include information about the Affiliates or their respective
advisory businesses, which are summarized in each of their respective Form ADV Parts 1 and 2, as
applicable.
Minority Equity Ownership and Sound Point Board of Managers
Sound Point is a Delaware limited partnership founded in 2008 by Stephen Ketchum, its Managing Partner
and CIO. Mr. Ketchum owns the common equity of Sound Point along with certain principals of Stone Point
Capital LLC, a private equity firm (“Stone Point”), Blue Owl GP Stakes II (A) LP, a third-party permanent
capital fund that is managed by Blue Owl GPSC Advisors LLC, an investment adviser principally owned,
through certain intermediary vehicles, by Blue Owl Capital Inc. (“Blue Owl”), and Assured Guaranty U.S.
Holdings Inc., a Delaware corporation (“AGUS”) and a wholly owned subsidiary of publicly traded Assured
Guaranty Ltd. (NYSE: AGO), a limited company organized under the laws of Bermuda. Stone Point, Blue
Owl GP Stakes II (A) LP and AGUS each hold minority common equity interests in Sound Point. Sound
Point’s general partner, SPC Partners GP, LLC (the “General Partner”), is a Delaware limited liability
company that is controlled by Stephen Ketchum.
Stephen Ketchum is a principal owner of Sound Point, indirectly through SPC Consolidator LLC, a
Delaware limited liability company. Certain other limited partners of Sound Point have contributed, or have
the right to receive, 5% or more of Sound Point’s capital upon its dissolution, and these limited partners are
Blue Owl GP Stakes II (A) LP, AGUS and two senior principals of Stone Point. Three additional senior
1 SPMMC’s registration as an investment adviser was declared effective on March 19, 2024. SPMMC intends to be an investment
adviser to a registered investment company.
2 CRE and SPCRE both filed their final Exempt Reporting Adviser report with the SEC on 2/14/2024 respectively because they no
longer meet the requirements necessary to be registered as an Exempt Reporting Adviser. Neither CRE nor SPCRE are currently
obligated to register as an investment adviser in the State of New York because they both have fewer than six (6) New York
clients.
principals of Stone Point are also limited partners of Sound Point, but each holds minority common equity
ownership below the 5% threshold.
Sound Point GP Parent, LLC (“GP Parent”), a Delaware limited liability company, was established to wholly
own the general partners of certain Sound Point Funds (as defined below). GP Parent is also principally
owned by Mr. Ketchum indirectly through SPC Consolidator LLC. Certain other limited partners of GP
Parent have contributed, or have the right to receive, 5% of more of GP Parent’s capital upon its dissolution,
and these limited partners are Blue Owl GP Stakes II (B) LP (which is a third-party permanent capital fund
that is managed by Blue Owl), AGUS, and two senior principals of Stone Point. Three additional senior
principals of Stone Point are also limited partners of GP Parent, but each holds minority common equity
ownership below the 5% threshold.
James Carey, one of Stone Point’s senior principals, and Dominic Frederico, CEO of Assured Guaranty
Ltd., serve with Stephen Ketchum on Sound Point’s Board of Managers and consequently have certain rights
of approval over the actions of Sound Point which may impact Client Accounts; however, neither Mr. Carey
nor Mr. Frederico are members of any committee that makes investment decisions for Client Accounts.
Although, as noted above, a senior principal of Stone Point and the CEO of Assured Guaranty Ltd. serve on
Sound Point’s Board of Managers, none of Stone Point, Blue Owl (including Blue Owl GP Stakes II (A) LP
and Blue Owl GP Stakes II (B) LP), AGUS or any of their respective affiliates is involved in the day-to-day
management or operations of Sound Point, the GP Parent or the General Partner, nor does any such party
have any control over the investment decisions of the Client Accounts.
Advisory Services
SPL is a diversified asset manager specializing in (i) the management of collateralized loan obligations,
including the collateral obligations and related investments comprising the SPL CLOs, which predominantly
consist of below investment grade leveraged loans and (ii) investments via SPL Funds in a broad array of
instruments, among them corporate bonds, credit derivatives (including credit default swaps), public
equities, private equities, loans (both broadly syndicated and privately traded, including private non-
recourse loans supported by publicly traded companies), real estate related assets, privately negotiated
investments in various industries including healthcare and specialty finance, equity derivatives,
collateralized debt obligations, forex, interest rate derivatives, convertible bonds and other asset-based
investments. Credit and equity derivatives relate either to individual reference entities or to baskets or
portfolios of reference entities (including levered or de-levered tranches of such portfolios or baskets). SPL’s
advisory services also include advice regarding using interest rate derivatives (including futures, swaps,
swaptions and rate locks) and government securities to hedge interest rate risk and spot and forward foreign
currency contracts to hedge currency exposures.
Client Accounts are generally neither registered under the Securities Act of 1933, as amended, nor registered
under the Investment Company Act of 1940, as amended although certain SPL affiliated advisors provide
investment advisory services to registered investment companies. Accordingly, interests in such Client
Accounts are offered exclusively to investors satisfying the applicable eligibility and suitability
requirements either in private placement transactions within the United States or in offshore transactions.
No offer to sell interests in these Client Accounts is made by the descriptions in this Brochure. Please see
Item 7 of this Brochure for more information with respect to the Client Accounts.
BlueMountain Fuji Management serves as the collateral manager to certain collateralized loan obligations
(each, a “Fuji CLO”), and BlueMountain Fuji has engaged SPL to provide non-discretionary investment
advice to the Fuji CLOs as well as certain operational, administrative and compliance related services and
personnel to BlueMountain Fuji, including, without limitation, personnel that act as BlueMountain Fuji’s
portfolio managers and chief compliance officer, in exchange for a fee. BlueMountain Fuji is registered as
an investment adviser with the SEC.
SPL has engaged Sound Point as sub-advisor for the purpose of assisting SPL in providing collateral
management services to certain collateralized loan obligation issuers and to borrowers in certain short-term
or long-term warehouse or repurchase facilities in connection therewith and from time to time to acquire
other fixed income obligations for its own account, whether for long term investment or for seasoning
purposes.
SPL has also engaged Sound Point to provide certain back- and middle-office services and administrative,
infrastructure and other services to assist SPL in conducting its advisory business including investment
professionals who will assist in the performance of portfolio selection and asset management functions of
SPL’s Client Accounts and Fuji CLOs.
The advisory services provided by SPL to the Client Accounts are tailored to the investment objectives,
investment strategy and investment restrictions, if any, as set forth in the governing documents of each
Client Accounts and/or the investment management agreement entered into by SPL with such clients. With
respect to its Client Accounts, except as noted below, SPL typically does not tailor its advisory services to
the individual needs of investors in the Client Accounts; accordingly, SPL typically does not accept material
investment restrictions imposed by such Client Account investors.
Each Client Account from time to time enters into Side Letters with one or more of its investors whereby in
consideration for agreeing to invest certain amounts in a Client Account and/or other consideration deemed
sufficiently material, such investors may be granted favorable rights not afforded other investors in such
Client Account. Such rights may include one or more of the following: rights to receive additional
representations and/or covenants; rights to receive reports from the Client Account on a more frequent basis
or that include information not typically provided to other investors that SPL believes are not prejudicial to
other investors; rights to receive reduced rates of performance fees/allocations and/or management fees
earned by SPL, each Client Account’s general partner and/or other affiliates (directly or indirectly through
a rebate or reimbursement arrangement); application of a restricted securities list; and such other rights as
are negotiated between the Client Account, SPL and such investors. Such agreements may be entered into
by the Client Account and the applicable member of SPL without the consent of other investors in such
Client Account; additionally, except as may be required by “most-favored-nations” clauses, such agreements
usually need not be disclosed to other investors in such Client Account.
SPL is under common control with SP C-MOA, an SEC-registered investment adviser that provides
advisory services to private funds and European securitized asset pools, SPMMC, an SEC-registered
investment adviser that intends to provide advisory services to a Registered Investment Company, and
SPCREF, an SEC-registered investment whose primary investment strategy is to originate first mortgage
loans on wholly owned commercial real estate in the United States, primarily focused on bridge loans or
properties undergoing a business model transition. SPL is also under common control with CRE and
SPCRE, which provide advisory services to a real estate investment trust and are currently exempt from
registration as an investment adviser with the SEC and the State of New York and Sound Point Capital
Management UK LLP, an UK Financial Conduct Authority authorized foreign private adviser that acts as
sub-adviser to Sound Point with regards to certain client accounts.
Management of Client Accounts
SPL has $13,796,662,795.72 in regulatory assets under management (based on December 31, 2023 data);
of that amount, SPL manages $10,871,061,602 on a discretionary basis and $2,925,601,193 on a non-
discretionary basis.
SPL does not participate in “wrap fee arrangements,” whereby clients select SPL to manage
funds through
an investment program presented to the clients by a third-party program sponsor.
For further discussion of these and related items, see Item 7 (Types of Clients), Item 8 (Methods of
Analysis, Investment Strategies and Risk of Loss) and Item 10 (Other Financial Industry Activities and
Affiliations). Any description of a Client Account or Fuji CLO is qualified by reference to the applicable
fund’s prospectus or offering documents.
Item 5 – Fees and Compensation
Management Fees and Performance Based Compensation
SPL is compensated for its advisory services generally through a management fee charged to Client
Accounts. SPL typically receives a monthly management fee from the SPL Funds – 1/12 of a per annum fee
of typically up to 1.5% of the net assets of each SPL Fund (although in certain cases such management fee
is paid on a quarterly basis). With respect to the SPL CLOs, SPL typically receives a management fee made
up of two components (
i.e., a “Senior Investment Management Fee” of 0.15% (or 0.20%) as well as a
“Subordinated Investment Management Fee” of 0.35% (or 0.30%), in each case, of the net assets
3 of the
SPL CLO, per annum), which fee is typically payable quarterly in arrears (
i.e., 1/4 of the aggregate annual
management fee of 0.50% of the net assets of each SPL CLO becomes payable to SPL following the end of
each calendar quarter). For those SPL Funds that are part of a master-feeder structure, the management fee
is typically paid to SPL by the respective master fund on behalf of the feeder funds.
In addition, with respect to certain Client Accounts, SPL (or affiliates of SPL acting as general partners or
managing members of the Client Accounts) receives performance compensation with respect to each
calendar year or lock-up period, typically 20% of net profits allocated to each investor on an annual basis,
payable at the end of each year or lock-up period, as the case may be. With respect to other Client Accounts,
SPL (or affiliates of SPL acting as general partners or managing members of the SPL Fund), as applicable,
receives performance compensation based on an internal rate of return calculation by reference to
distributions made to investors in such Client Accounts (calculated on an aggregate basis or an investment-
by-investment basis); provided that with respect to certain Client Accounts, performance compensation is
payable only if and to the extent a certain minimum rate of return (a “hurdle”) is exceeded. In certain cases,
performance compensation is reduced by the amount of management fees paid over a specified period or
subject to a “high water mark” or loss carry forward provisions. See Item 6 for further information with
respect to performance compensation.
Depending on the characteristics of the Client Account, fees are higher or lower and may be subject to
various reductions and offsets, in each case, as set forth in each Client Account’s offering documents. SPL
reserves the right to waive some or all fees for certain investors in Client Accounts, including for current or
former employees of, or investors who are affiliated with, the SPL. Except as described in the following
paragraph, the management fee and performance compensation for SPL Funds and SPL CLOs are generally
not negotiable.
As explained above in Item 4, SPL enters into Side Letters with certain SPL Fund investors, typically those
with the largest aggregate investments in the relevant SPL Fund, whereby such investors are granted
favorable rights not granted to other investors in the Fund including, among other things, rights to receive
reduced rates of performance compensation and/or management fees earned by SPL or its affiliate.
Where advisory fees are calculated by reference to the net asset value of assets held by a Client Account,
SPL generally relies on prices provided by third parties (whether dealer quotes, third-party data feeds, or an
independent valuation agent) for purposes of valuing portfolio securities held in Client Account accounts.
The third-party administrator (the “Administrator”) for such Client Account verifies the third-party values
that SPL receives. In the event of a disagreement between SPL and the Administrator, SPL works with the
Administrator to investigate and resolve any differences. Although it is extremely rare for discrepancies to
persist after an investigation by SPL and the Administrator, in the event that SPL and the Administrator
3 The net assets of a CLO generally include the aggregate value of the SPL CLO’s collateral plus available cash. The management
fee is typically paid from interest revenue, which is segregated from other SPL CLO cash at the time of such management fee
payment.
ultimately disagree on the valuation of a position, the Administrator can withhold the net asset value if it is
unsatisfied with the valuation. SPL maintains policies and procedures relating to the pricing process.
Except to the extent that better performance increases assets under management and thus the amount of the
management fee (in cases where the management fee is calculated by reference to the net asset value),
management fees are payable without regard to the overall success or income earned by Client Accounts
and therefore may create an incentive on the part of SPL to raise or otherwise increase assets under
management to a higher level than would be the case if SPL were receiving a lower or no management fee.
Other fees payable by investors in Client Accounts are described below.
SPL (or an affiliate) deducts fees (or directs the payment of fees) from Client Accounts’ assets. Management
fees are generally paid by Client Accounts other than the SPL CLOs to SPL (or an affiliate) pursuant to a
management agreement between the parties. With respect to the SPL CLOs, management fees and
performance compensation are generally remitted by the independent trustees of the SPL CLOs on behalf
of the respective SPL CLOs to SPL pursuant to the terms of the applicable indenture and investment
management agreement between the parties.
Performance compensation is typically deducted from Client Account assets and allocated to an affiliate of
SPL pursuant to the governing documents of the Client Account or paid directly out of Client Account assets
to a member of SPL pursuant to a management agreement between the parties.
Management fees are generally paid by Client Accounts monthly or quarterly in arrears or in advance.
Performance compensation is generally payable at the end of each year or other pre-defined period, at the
time distributions are made to an investor and/or at the time an investor withdraws or redeems, as the case
may be, from a Client Account, in each case, as set forth in the governing fund documents of Client
Accounts.
Management fees and performance compensation may be (and have been) waived or modified in the sole
discretion of SPL and/or its affiliates, including for investors who are affiliated with SPL.
Client Account investors and prospective investors in Client Accounts should refer to the private placement
memorandum, offering circular or other offering documents of the respective Client Account for detailed
information with respect to how fees are paid with respect to their assets. The information contained herein
is a summary only and is qualified in its entirety by such documents.
Management Fees Payable in Advance
Management fees applicable to certain Client Accounts are paid monthly or quarterly, as applicable, in
advance as described in the investment management agreement between such Client Account and the
member of SPL serving as investment manager to such Client Account and/or the governing documents of
such Client Account. With respect to fee refunds, information about how investors in Client Accounts
withdraw or redeem interests or shares in a Client Account is set forth in the respective Client Account’s
governing documents.
Other Types of Fees and Expenses
SPL’s fees are exclusive of Client Accounts’ own organizational (which generally are amortized over a
period of time, as set forth in the offering documents of each applicable Client Account), operating and other
expenses including, without limitation: indemnification expenses; organizational expenses of a Client
Account’s general partner; expenses of an anchor investor subject to a cap; commissions; clearing fees; fees,
interest and other costs on margin accounts, subscription facilities or other financings or re-financings; any
taxes and duties payable in any jurisdiction in connection with the operation of Client Accounts and any
investment vehicles thereof; accounting and legal fees and disbursements (including legal fees related to the
acquisition, protection and distribution of the Client Accounts’ investments and counterparty negotiation and
documentation following commencement of trading operations); accounting, audit and tax preparation
expenses; trustee, rating agency and administrator fees and expenses; investment-related expenses, including
research, subscriptions, quotation services and data feeds; borrowing charges on securities sold short; custodial
fees; bank service fees; third party servicing agents; expenses in connection with transactions directed to
broker-dealers in part in recognition of investment research and information furnished or expenses for services
rendered by broker-dealers in the execution of such orders and the use of such research and other services
provided by such broker-dealers; investment and trading consultant (including consultants providing market
research, new investment identification, pre-investment business diligence, post-investment value creation
and investment disposition services) fees and expenses; investment-related travel and entertainment expenses;
expenses in connection with proposed transactions (including transactions that fail to close); expenses related
to reporting to and communicating with investors; liability insurance premiums with respect to the board of
directors or board of managers of the Client Account, such Client Account’s general partner and SPL; director
and manager services fees and expenses; registered office expenses; and any other expenses related to the
purchase, sale, holding or transmittal of Client Account assets or liabilities or the business or affairs of Client
Accounts. For those Funds that are part of a master-feeder structure, each feeder fund will indirectly bear
the administrative and other expenses of the master fund
pro rata based on its interest in the master fund.
Execution of Client Account transactions typically requires payment of a bid/ask spread or brokerage
commissions by the Client Account. Item 12 below describes the factors that SPL considers in selecting or
recommending broker-dealers for the execution of
transactions and determining the reasonableness of their
compensation (
e.g., commissions). Investment activity also involves other transaction fees payable by
Client Accounts, such as sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund
fees, and other fees and taxes on brokerage accounts and securities transactions. In addition, Client Accounts
incur certain charges imposed by custodians, broker-dealers, third-party investment consultants, and other
third parties, such as custodial fees, prime brokerage fees, consulting fees, administrative fees and transfer
agency fees.
No member of SPL nor any of its affiliates or their respective employees receive, directly or indirectly, any
compensation from the sale of securities or investments that are purchased or sold for Client Account
accounts. Each member of SPL is compensated through the stated management fee and performance
compensation agreed upon in the governing documents of the respective Client Account. Accordingly, SPL
believes that it does not have any conflicts of interest regarding the receipt of additional compensation for
the sale of investment products.
Client Account investors and prospective investors in Client Accounts should refer to the private placement
memorandum, offering circular or other offering documents of the respective Client Account for detailed
information with respect to the fees and expenses they may pay in connection with an investment in such
Client Account. The information contained herein is a summary only and is qualified in its entirety by such
documents.