Bridge Multifamily Fund Manager LLC (the “Filing Adviser”) is a registered investment adviser that
began operations in 2011 and, collectively with the Relying Advisers (as defined below), provides
investment advice to Clients (as defined below) generally with respect to interests in real estate
equity and debt investments, renewable energy infrastructure investments, and secondary
investments in private fund interests. The Filing Adviser and the Relying Advisers (collectively, the
“Investment Advisers”) are affiliates of Bridge Investment Group Holdings LLC (“Bridge”) and
conduct advisory operations as Bridge Investment Group.
Firm Description
Bridge is the ultimate controlling entity of the Filing Adviser and the ultimate majority owner of all
the Relying Advisers. Bridge Investment Group Holdings Inc., Bridge’s ultimate parent company, is
publicly traded (NYSE: BRDG). The following entities are Relying Advisers:
• Bridge Agency MBS Fund Manager LLC
• Bridge Debt Strategies Fund Manager LLC
• Bridge Development Fund Manager LLC
• Bridge Logistics Properties Fund Manager LLC
• Bridge Office Fund Manager LLC
• Bridge Renewable Energy Fund Manager LLC
• Bridge Seniors Housing Fund Manager LLC
• Bridge Single-Family Rental Fund Manager LLC
• Newbury Partners-Bridge LLC
Collectively, the Filing Adviser and the Relying Advisers are referred to herein as the “Investment
Advisers” and are all limited liability companies formed under the laws of the State of Delaware.
The Investment Advisers operate an integrated investment advisory business and are subject to
the Filing Adviser’s supervision and control under a unified compliance program.
The Investment Advisers provide investment advisory services to Clients on a discretionary basis,
which include various commingled investment funds and other vehicles, joint venture projects,
separately managed accounts, and alternative investment vehicles, including any parallel and
feeder investment vehicles (each, a “Fund” and collectively, the “Funds”). The Investment Advisers
also serve as manager of various vehicles on a non-discretionary basis or co-investment vehicles
structured to facilitate participation by third-party co-investors in certain investments, including
investments alongside its Clients (“Co-Investors” and with the Funds, each a “Client”). Investment
advice is provided directly to the Clients, subject to the discretion of the applicable General
Partner, and not individually to underlying investors in any of the Funds. Current and prospective
investors in any Fund (each, a “Fund Investor”) should refer to the applicable Governing
Documents for complete information on the investment objectives, investment restrictions and
risks related to any investment in the applicable Fund.
The Investment Advisers do not operate or hold themselves out in the marketplace as investment
advisers to individuals or as investment planners. The Investment Advisers are not in the business
of selling securities on a commission basis or providing investment planning services. The
Investment Advisers currently provide investment advisory services to Clients focused on the
classes of investments noted below, and limit their advice to these types of investments:
•
Agency Mortgage-Backed Securities Debt Investments, with Clients primarily focusing on
this asset class launched in 2020 (primary discretionary vehicle referred to as Bridge
Agency MBS).
•
Commercial Office Real Estate Investments, with Clients primarily focusing on this asset
class launched in 2017 and 2019 (primary discretionary vehicles referred to as Bridge Office
I and II).
•
Logistics Properties Real Estate Investments, with Clients primarily focusing on this asset
class launched in 2021 and 2022 (primary discretionary vehicles referred to as Bridge
Logistics I and II).
•
Multifamily Real Estate Investments, with Clients primarily focusing on this asset class
launched in 2015, 2017, 2018, 2020, 2021 and 2023 (primary discretionary vehicles
referred to as Bridge Multifamily III, IV, V, CV and Bridge Workforce I, II and III).
•
Opportunity Zone Real Estate Investments, with Clients primarily focusing on this asset
class launched in 2019, 2020, 2021, 2022, and 2023 (primary discretionary vehicles
referred to as Bridge Opportunity Zone I, II, III, IV, V and VI).
•
Real Estate Backed Debt Investments, with Clients primarily focusing on this asset class
launched in 2014, 2016, 2018, 2020 and 2023 (primary discretionary vehicles referred to
as Bridge Debt Strategies I, II, III, IV, and V).
•
Renewable Energy Investments, with Clients primarily focusing on this asset class launched
in 2023 (primary discretionary vehicle referred to as Bridge Solar Energy Development).
•
Secondaries Investments, with Clients primarily focusing on this asset class launched in
2023 (primary discretionary vehicles referred to as Newbury Equity Partners I, II, III, IV, V
and VI).
•
Seniors Housing Real Estate Investments, with Clients primarily focusing on this asset class
launched in 2014, 2017, and 2020 (primary discretionary vehicles referred to as Bridge
Seniors I, II and III).
•
Single-Family Rental Real Estate Investments, with Clients primarily focusing on this asset
class launched in 2022 and 2023 (primary discretionary vehicle referred to as Bridge Single-
Family Rental IV and V).
Investments made by the Clients of the Investment Advisers are generally interests in real estate
equity and debt investments, renewable energy infrastructure investments, and secondary
investments in private fund interests. Interests in the Clients are offered to institutional investors,
high net worth, financially sophisticated individuals, and family offices.
As of December 31, 2023, the Investment Advisers reported regulatory assets under management
(“RAUM”) of approximately $45,035,979,200 (for pooled investment vehicles that we consider
discretionary accounts) plus approximately $1,965,334,800 (for separately managed accounts and
joint ventures that we consider non-discretionary accounts) for a total RAUM of approximately
$47,001,314,000.
1
Principal Owners
The Investment Advisers are subsidiaries of Bridge Investment Group Holdings Inc., which is
publicly traded on the New York Stock Exchange (NYSE: BRDG). Bridge Investment Group Holdings
Inc. is a unitholder and the managing member of Bridge Investment Group Holdings LLC (formerly
known as Bridge Investment Group LLC), and each unit of Bridge Investment Group Holdings LLC
is exchangeable on a one-to-one basis for shares in Bridge Investment Group Holdings Inc. The
principal beneficial owner of Bridge Investment Group Holdings Inc. is FLM Holdings, LLC, which is
an entity controlled by Robert Morse, the Executive Chairman of Bridge Investment Group
Holdings Inc. Mr. Morse is the only individual, directly or indirectly, that owns more than 25% of
Bridge Investment Group Holdings Inc. (including ownership in Bridge Investment Group Holdings
LLC that is exchangeable on a one-to-one basis for shares in Bridge Investment Group Holdings
Inc.).
Wholly Owned Investment Advisers. Bridge owns 100% of the voting securities following
Investment Advisers through various intermediate subsidiaries:
• Bridge Development Fund Manager LLC (formed in 2018)
• Bridge Multifamily Fund Manager LLC (formed in 2012)
• Bridge Office Fund Manager LLC (formed in 2016)
• Bridge Renewable Energy Fund Manager LLC (formed in 2022)
• Bridge Seniors Housing Fund Manager LLC (formed in 2013)
Majority-Owned Investment Advisers. Bridge owns more than 51% of the voting securities of the
following Investment Advisers through various intermediate subsidiaries:
• Bridge Agency MBS Fund Manager LLC was formed in 2019 and has several owners: (i)
Bridge owns approximately 70%, and (ii) the remaining approximately 30% is beneficially
owned by certain principals who are active in the operations of the strategy, including
1 For regulatory assets under management for vehicles managed by
Bridge Agency MBS Fund Manager LLC, we report the market value of net TBA
notional exposure in lieu of gross TBA notional exposure in order to align with the presentation to fund investors in Bridge Agency MBS.
Mohit Chandarana, Krishna Gudavalli and the beneficial owners of Bridge Debt
Management Company LLC.
• Bridge Debt Strategies Fund Manager LLC was formed in 2014 and has two owners: (i)
Bridge owns 60%, and (ii) Bridge Debt Management Company LLC owns 40%. Bridge Debt
Management Company LLC is beneficially owned by certain principals who are active in the
operations of the strategy, including James Chung and Jeehae Lee.
• Bridge Logistics Properties Fund Manager LLC was formed in 2021 and has several owners:
(i) Bridge owns approximately 60%, and (ii) the remaining approximately 40% is beneficially
owned by Bridge Logistics Properties Employee Holdco LLC, which is owned by certain
principals who are active in the operations of the strategy, including Jay Cornforth and
Brian Gagne.
• Bridge Single-Family Rental Fund Manager LLC was formed in 2022 and has several owners:
(i) Bridge owns approximately 60%, and (ii) the remaining approximately 40% is beneficially
owned by certain principals who are active in the operations of the strategy, including Todd
Gorelick and Chris Skardon.
• Newbury Partners-Bridge LLC was formed in 2023 and has several owners: (i) Bridge owns
approximately 97%, and (ii) the remaining 3% is beneficially owned by certain principals
who are active in the operations of the strategy, including Chris Jaroch, Warren Symon and
Gerald Esposito.
Each of the Funds is a limited partnership that has a general partner (each, a “General Partner”),
and the General Partner makes all operational and investment decisions on behalf of the
applicable Fund. The beneficial owners of each General Partner are generally the same as the
beneficial owners of the applicable Investment Adviser as outlined above (directly or indirectly
through ownership in the Investment Adviser or Bridge), as well as certain other principals and key
personnel associated with the applicable Fund.
Each General Partner has an Investment Committee (each, an “Investment Committee”), a
governing body made up of select members of Bridge senior management and other experienced
professionals that act as the governing body related to all proposed investments, divestments, and
financing arrangements for a Fund and/or oversees its investment strategy. Each General Partner
has engaged the applicable Investment Adviser, pursuant to a management agreement, to
identify, evaluate, structure, and recommend investment opportunities for the applicable Fund to
the General Partner and to provide administrative and management services to the applicable
Fund in connection with its investments.
Types of Advisory Services
The Investment Advisers’ primary advisory business is to serve as investment managers to the
Clients, including investment advisory services, identifying, and evaluating investment
opportunities, negotiating investments, managing, and monitoring the underlying investments
and portfolio and achieving dispositions for such investments, subject to the approval of the
applicable General Partner. Investment advice is provided directly to the Clients, subject to the
discretion of the applicable General Partner, and not individually to underlying Fund Investors.
Current and prospective Fund Investors should refer to the applicable Governing Documents for
complete information on the investment objectives, investment restrictions and risks related to
the applicable Client.
The Investment Advisers’ advisory services to its Clients are detailed in the applicable agreements
with such Clients, which, in the case of the Funds, generally include a limited partnership
agreement, management agreement, private placement memorandum, and/or subscription
documents, as applicable (collectively, the “Governing Documents”). In some cases, the
Investment Advisers advise Clients that include joint venture investments, which consist of one or
more joint venture investment entities, which may or may not be controlled by the Investment
Advisers or their affiliates, and invest on similar or different terms as the Funds and shares in the
risks and rewards of the investment, subject to any preferred return available to the joint venture
partner. In some cases, the Funds acquire a non-controlling interest in certain investments. Certain
joint ventures invest in similar, different, or overlapping assets to those of the applicable Funds,
subject to the Investment Advisers’ allocation policy, which is amended by the Investment Advisers
from time to time. The Investment Advisers generally receive compensation from the joint
ventures and separately managed accounts for managing their portion of the asset, as well as
other fees relating to the structuring and administration of the arrangement. The receipt of such
fees by the Investment Advisers by joint venture or co-investment partners will not reduce the
management fee payable by any Client that has also invested in such investment. The terms of
such joint venture arrangements are negotiated on a case-by-case basis, subject to the respective
Governing Documents. Certain joint venture partners receive incentive fees (including profits
interests or other equity interests) or other compensation in an investment or intermediate
holding company that would have a dilutive impact on the Fund's ownership in the investment.
In accordance with common industry practice, each Fund, its General Partner, any of the
Investment Advisers or Bridge routinely enter “side letters” or similar writings, agreements or
understandings with Fund Investors which have the effect of establishing favorable rights,
benefits, or privileges under, or altering or supplementing, the terms of the respective Governing
Documents without any further act, approval or vote of any other Fund Investors. These rights
include, but are not limited to, certain “most favored nations” processes, economic rights,
liquidity, withdrawal or transfer rights, different performance hurdles, minimum investment
amounts, co-investment allocation or participation rights, voting rights, management fee offsets
for certain fees, information rights, additional or modified reporting obligations, excuse or
exclusion rights, agreements to assist with the taking or defending of certain tax positions,
obligations and restrictions on the applicable General Partner with respect to its discretion on
certain matters and other rights or terms including those that are requested in light of particular
investment, legal, regulatory or public policy characteristics of a Fund or a particular Fund Investor.
Any rights established, or any terms of the respective Governing Documents so altered, modified,
or supplemented in a side letter with a Fund Investor, will govern with respect to such Fund
Investor notwithstanding any other provision of the respective Governing Document. Additional
benefits provided to a Fund Investor via a side letter will not necessarily be available to other Fund
Investors. By their nature, side letters will give preferential treatment to those who have entered
into such arrangements. For example, if the Governing Documents of a Fund provide that
expenses incurred in connection with the compliance of side letter provisions be borne as
organizational or partnership expenses, all investors of such Fund would bear such expenses and
not solely the Fund Investor that entered into that specific side letter. Further, side letters can
have adverse effects, such as placing limitations on the allocation of certain investment
opportunities to other Clients. Except as otherwise agreed with a Fund Investor or required by law,
a side letter with one Fund Investor is not required to be disclosed to other Fund Investors.
The Investment Advisers tailor their advisory services to the needs of Clients as set forth in the
applicable Governing Documents. The Governing Documents generally set forth certain limitations
on investments that can be made by the applicable Fund, including but not limited to limitations
on the type of securities, assets or concentration or geographical limitations that may be acquired
by the applicable Fund.