Dwight Securities Management LLC Page 4 Form ADV Part 2A
Dwight Securities Management LLC (also referred to as “Dwight Securities Management,” the “Manager,” we,
our, or us throughout this Disclosure Brochure) is an investment adviser registered with the United States Securities
and Exchange Commission (“SEC”) and is a limited liability company (“LLC”) formed under the laws of the state of
Delaware. Dwight Securities Management filed its initial application to become registered as an investment adviser
in March 2015.
• Adam Sasouness is the managing member and owner of Dwight Securities Management. Adam
Sasouness owns 48% of Dwight Securities Management.
• Joshua Sasouness is the managing member and owner of Dwight Securities Management. Joshua
Sasouness owns 48% of Dwight Securities Management.
Introduction
Dwight Securities Management, including certain of its affiliates, serves as an investment manager and provides
investment advisory services on a discretionary basis to privately offered, pooled investment vehicles including
Dwight Mortgage Trust LLC (f/k/a Dwight Bridge Fund LLC, referred to herein as the “DMT Fund”) and DBV Venture
I LLC (the “DBV Fund”) (each, a “Fund” and collectively, the “Funds”). Dwight Securities Management may also
provide investment advisory services to separately managed accounts (“SMAs”), and other pooled investment
vehicles sub-advised by the Manager (together with the Funds and SMAs referred to herein as the "Clients").
Description of Advisory Services
The following are descriptions of the primary advisory services of Dwight Securities Management. A written
agreement, which details the exact terms of the service provided to a client, must be signed by each Client before
Dwight Securities Management can provide the services described below. The investment advisory services
provided by Dwight Securities Management are designed for sophisticated investors.
The DMT Fund also invests a portion of its investable assets through the DBV Fund pursuant to the terms of the
limited liability company agreement entered into between the DMT Fund and the DBV Fund. The DBV Fund will
engage primarily in a commercial real estate mortgage loan investment program with respect to certain credit
opportunities in accordance with the DBV Fund’s investment advisory agreement.
The DMT Fund and the DBV Fund are organized as Delaware limited liability companies. The managing member of
the DMT Fund and the DBV Fund is Dwight Securities Partners LLC (the “Managing Member”), which is owned and
controlled by Adam Sasouness and Joshua Sasouness. Adam Sasouness and Joshua Sasouness also respectively
own and control Dwight Securities Management.
The Funds are not open to the general public, and membership interests in the Funds are privately offered on a
confidential basis in reliance upon exemptions contained in the Securities Act of 1933, as amended. The Funds are
private funds or foreign entities exempt from registration as an investment company under the Investment
Company Act of 1940.
Investors in the Funds receive a copy of the Funds’ confidential
offering memoranda and are required to execute a
subscription agreement in order to subscribe for interests in the Funds.
Dwight Securities Management LLC Page 5 Form ADV Part 2A
Dwight Securities Management has an incentive and inherent conflict of interest to recommend and favor the
Funds for the following reasons:
• Dwight Securities Management is the investment adviser to the Funds and receives a management fee for
its services. Please refer to Item 5 of this Disclosure Brochure for a description of our fees. Increases in
Funds assets will result in increases in the management fee paid to Dwight Securities Management.
• The Manager provides the Funds with certain administrative services and personnel needed to fulfill its
obligations as the investment adviser to the Funds.
As the managing member of the Funds, Dwight Securities Partners LLC is responsible for the business and affairs of
the Funds (Dwight Securities Partners LLC is under common control with Dwight Securities Management), and
Dwight Securities Management, and certain of its affiliates, manages the Funds’ portfolio and exercises discretionary
authority for investment selection, asset allocation, and asset management decisions of the Funds.
Limits Advice to Certain Types of Investments
Dwight Securities Management provides investment advice on the following types of investments:
• US Government Securities
• Commercial Mortgaged-Backed Securities
• Bridge Loans
Although the Manager generally provides advice only on the products previously listed, we reserve the right to offer
advice on any investment product that may be suitable for each Client’s specific circumstances, needs, goals and
objectives.
It is not our typical investment strategy to attempt to time the market, but we may increase cash holdings modestly
as deemed appropriate for risk mitigation and our expectations of market behavior.
Please refer to Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss for more information.
Tailor Advisory Services to Individual Needs of Client
Dwight Securities Management’s advisory services, as it relates to the Funds, are always provided based on Funds’
needs. Our private fund management services are based upon the requirements of the Funds and are not based
upon any specific requirements of an investor within the Funds.
Dwight Securities Management may tailor advisory services to the individual needs of SMA clients and other pooled
investment vehicles which are sub-advised by the Manager on a case-by-case basis and may allow such clients to
impose restrictions on investing in certain securities.
We will not enter into an investment adviser relationship with a prospective client whose investment objectives
may be considered incompatible with our investment philosophy or strategies or where the prospective client seeks
to impose unduly restrictive investment guidelines.
Client Assets Managed by Dwight Securities Management
Dwight Securities Management had $2,320,174,595 in regulatory assets under management as of December 31,
2023.