A. Description of Firm and Principal Owners
Northwood is a privately-owned, employee-held SEC-registered investment advisor, founded in 2006 by
its President and Chief Executive Officer, John Z. Kukral. Since inception, ownership and control of
Northwood has been retained, directly and/or indirectly, by Mr. Kukral.
B. Description of Advisory Services
Northwood specializes in real-estate related investments and provides discretionary investment services to
its privately-offered, investment vehicles (collectively, the “Funds”) and single investor funds investing in
commercial mortgage-backed securities (the “CMBS Funds” and, together with the Funds, the “Northwood
Accounts”). The Funds include, amongst others, Northwood Real Estate Partners LP and its parallel funds
(the “NREP Funds”) and Northwood Real Estate Partners Europe LP (“Northwood Europe”). Northwood
also provides non-discretionary investment advisory services to a separately managed account mandate (the
“Separate Account”).
Northwood invests client assets into individual real estate assets, multi-property portfolios, joint ventures,
operating companies, debt and public securities related to real estate or real estate-related companies.
Investments may be made in various parts of the capital structure, including equity, preferred equity, debt,
participating debt, commercial mortgage-backed securities (“CMBS”) and other financial structures which
are consistent with clients’ investment objectives. Northwood is responsible for identifying, underwriting,
and effecting investments for its clients. Northwood develops a comprehensive investment thesis and
management plan for each prospective investment and seeks to generate value for investors by improving
the management, operations, financing, and characteristics of the assets it purchases on behalf of its clients.
In most cases, Northwood uses affiliated property management teams (the “Property Management
Affiliates”) to manage the investments Northwood has made on behalf of its clients. Property management
services include supervising, directing and controlling the day-to-day management and operations of
properties, hiring and supervising employees at the property, and such other services as necessary to manage
the property.
Property Management Affiliates provide these services for a fee, pursuant to a contractual agreement. Each
Property Management Affiliate focuses on a specific real estate sector and employs personnel with
meaningful experience in that sector. Northwood’s Property Management Affiliates include:
• Northwood Hospitality LLC,
• Northwood Retail LLC,
• Northwood Office LLC,
• Northwood Residential LLC,
• Northwood Development LLC, and
• Glidefern Property Management Limited (which manages Northwood Urban Logistics assets).
Northwood recognizes conflicts of interest exist when using an affiliated service provider. The applicable
Funds’ limited partnership agreements dictate that the terms of any engagement with an affiliate can be no
less favorable to a Fund than it would be using a comparable, unaffiliated third party. Northwood believes
the benefits of using
these affiliates outweigh the conflicts and has taken steps to mitigate concerns.
Northwood believes the use of affiliates results in better alignment of interests, efficiencies in
communication, focused number of properties under management, and economic reporting efficiencies.
On occasion, Northwood provides opportunities to co-invest in portfolio investments of the Funds.
Northwood does not offer co-investment opportunities with respect to all portfolio investments of the Funds
and, when co-investment opportunities exist, Northwood may allocate any such opportunities in its sole
discretion. Northwood has a standing co-investment vehicle into which existing limited partners have been
offered an opportunity to participate. To date, investment opportunities for which there are co-investment
opportunities have principally been allocated to that standing co-investment vehicle.
In the event a prospective investment exceeds the investment capacity for the Funds and the standing co-
investment vehicle, additional co-investors could be sought. In allocating such co-investment opportunities,
Northwood would consider many factors when identifying co-investment partners; including: the size or
timing of investor commitments to the Funds, other potential investments under consideration by the Funds,
investment concentration with respect to the Funds, the liquidity needs and obligations of the Funds, nature
of the transaction, speed of execution required, tax considerations, the strategic value of a particular investor
co-investing in the opportunity in question and other similar items. In all cases, Northwood, in its sole
discretion, would determine the most reasonable co-investors to work with and would always attempt to
allocate opportunities in the most fair and equitable manner.
C. Tailoring Advisory Services to Individual Needs
Northwood tailors the Northwood Accounts’ advisory services to comply with the requirements set forth
in the relevant governing and offering documents. Investment advice is provided directly to each vehicle
and not to the vehicles’ individual investors. As such, investors generally cannot negotiate Northwood’s
investment activities to meet their individual needs. However, limited partners may request non-
participation in types of investments that could conflict with regulatory/statutory or ideological restrictions
of the investor. Such requests are approved or denied at the sole discretion of the general partner of the
applicable Northwood Account (the “General Partner”) and will be memorialized in side-letter agreements
negotiated at the time of subscription.
Owners of the Separate Account have tailored the specific services provided by Northwood.
D. Wrap Fee Programs
Northwood does not participate in wrap fee programs.
E. Assets under Management
As of December 31, 2023, Northwood managed approximately $8,294,111,927 on a discretionary basis.
This amount represents the fair market value of the Northwood Accounts’ assets and the uncalled capital
commitments of the Northwood Accounts’ investors.
Northwood manages approximately $555,656,175 on a non-discretionary basis for the Separate Account.