Sound Mark Partners, LLC (the “Management Company,” and together with its affiliated
entities, “Sound Mark”), the registered investment adviser, is a Delaware limited liability company
that commenced operations in September 2013.
Any general partner of a Private Investment Fund (defined below) (each, a “General
Partner” and together with the Management Company, the “Advisers”) is subject to the Advisers
Act pursuant to the Management Company’s registration in accordance with SEC guidance. As of
the date hereof, the following General Partners are affiliated with the Management Company:
Sound Mark Horizons Fund GP, LLC and SMP Debt Investor GP, LLC.
This Brochure describes the business practices of the Management Company and each
General Partner, which together operate as a single advisory business. No General Partner has
personnel other than those persons associated with the Management Company.
Sound Mark primarily provides debt-related commercial real estate investment and asset
management services to (i) private investment funds that Sound Mark sponsors, manages or
controls (the “Private Investment Funds”), (ii) managed accounts (the “Managed Accounts”)
and/or (iii) third-party funds or accounts for which it has been appointed sub-adviser (the “Sub-
Advised Funds” and together with the Private Investment Funds and the Managed Accounts,
“Clients”). Sound Mark’s investment management and advisory services primarily relate to debt-
related investments in commercial real estate. Currently, Sound Mark has no Sub- Advised Funds
as Clients. Private Investment Funds may include co-investment vehicles that the Advisers make
available to one or more limited partners of a Private Investment Fund (each, a “Co-Invest Fund”).
The Advisers’ investment advisory services to Private Investment Funds consist of identifying and
evaluating investment opportunities, negotiating investments, managing and monitoring
investments and, when applicable, achieving dispositions for such investments. The Advisers’
investment advisory services to Managed Accounts typically are non-discretionary and the nature
of the services is subject to negotiation, but generally includes identifying, evaluating and
recommending appropriate investment opportunities, monitoring such investments and providing
recommendations for when and how to realize a given investment.
The Advisers currently provide investment management and advisory services to Sound
Mark Horizons Fund, LP (the “Horizons Fund”) and SMP Debt Investor HoldCo, LP (“SMP").
Horizons Fund’s General Partner is Sound Mark Horizons Fund GP, LLC. SMP’s General Partner
is SMP Debt Investor GP, LLC.
Typically, pursuant to a Private Investment Fund’s agreement of limited partnership (or
similar governing document) (each, a “Partnership Agreement”), the applicable General Partner
has the authority to manage the business and affairs of such Private Investment Fund, which
authority such General Partner delegates to the Management Company pursuant to an investment
management agreement (each, an “Investment Management Agreement”). The advisory services
provided to each Fund are detailed in the relevant offering memorandum (each, a “Memorandum”
and, together with any relevant Partnership Agreement, the “Governing Documents”). For
Managed Accounts, the scope of the Management Company’s discretionary and non-discretionary
advisory
services and any applicable investment guidelines and restrictions are set forth in
managed account agreements (each, a “Managed Account Agreement”). Similarly, the services
provided to Sub-Advised Funds are provided in accordance
with the relevant sub-advisory investment management agreement (each, a “Sub-Advisory
Agreement”).
Investors in Private Investment Funds (generally referred to herein as “investors” or
“limited partners”) participate in the overall investment program for the applicable Fund, but in
certain circumstances they are excused from a particular investment due to legal, regulatory or
other applicable constraints; such arrangements generally do not and will not create an adviser-
client relationship between Sound Mark and any investor. The Advisers may enter into side letters
or similar agreements (“Side Letters”) with certain investors that have the effect of establishing
rights under, or altering or supplementing, a Private Investment Fund’s Governing Documents,
including provisions related to fees and distributions. Managed Account Clients’ assets are
managed on a non-discretionary basis and in accordance with the investment objectives and
restrictions agreed upon between Sound Mark and the Managed Account Client as set forth in the
applicable Managed Account Agreement. Accordingly, an existing or prospective investor should
review the Governing Documents for further details regarding the advisory services provided by
the Advisers to the relevant Managed Account or Private Investment Fund. Each Sub-Advisory
Agreement generally requires Sound Mark to advise the applicable Sub- Advised Fund in
accordance with its underlying governing documents and the Sub-Advisory Agreements
(collectively, the “Sub-Advised Fund Documents”), so investors in any such Sub- Advised Funds
should review the Sub-Advised Fund Documents for information regarding investment guidelines
or restrictions.
Additionally, from time to time, the Advisers may provide (or agree to provide) certain
investors or other persons, including Sound Mark’s personnel and/or certain other persons
associated with Sound Mark and/or its affiliates (to the extent not prohibited by the applicable
Partnership Agreement), co-investment opportunities (including the opportunity to participate in
co-invest vehicles) that will invest in certain investments alongside a Private Investment Fund.
Such co-investments typically involve investment and disposal of interests in the applicable
investment at the same time and on the same terms as the Private Investment Fund making the
investment.
As of December 31, 2023, Sound Mark managed in the aggregate approximately $405.6
million in Client assets on a discretionary and non-discretionary basis (approximately $369.3
million on a discretionary basis and $36.4 million on a non-discretionary basis). Sound Mark’s
Managing Partner is Jenna Gerstenlauer, who oversees day-to-day operations and decisions, serves
as a member of Sound Mark’s investment committee and is a member of Sound Mark’s Board of
Managers. The Board of Managers is responsible for major non-investment decisions of Sound
Mark, and in addition to Jenna Gerstenlauer, includes two representatives from AGC US Credit
Holding Limited (together with its affiliates, “AGC Equity Partners”), which owns a majority
interest in Sound Mark.