Advisory Business
General Description of Adviser
STWD Investment Management, LLC, a Delaware limited liability company formed on November
15, 2016, is wholly-owned by Starwood Property Trust, Inc. (“STWD” and, together with its
subsidiaries, “Starwood”), a Maryland corporation that is publicly listed on the New York Stock
Exchange. STWD is a leading diversified finance company with a core focus on originating,
acquiring, financing and managing mortgage loans in the real estate and infrastructure sectors in
both the United States and Europe.
Advisory Services
The Adviser (i) provides investment advisory and asset management services to private investment
funds (or serves as investment adviser or asset manager to the general partner or managing member
of such private investment funds) that were established to invest in a portfolio of collateralized
mortgage-backed securities (CMBS) (“STWD CMBS Venture Holdings”) and a portfolio of
affordable housing properties (“Woodstar Portfolio Holdings”), and (ii) serves as collateral
manager and collateral advisor for the issuers of collateralized loan obligations (CLOs) secured by
portfolios of commercial real estate loans (“STWD 2019-FL1,” “STWD 2021-FL2,” and “STWD
2022-FL3”) and infrastructure finance loans (“STWD 2021-SIF1,” and “STWD 2021-FL2”). The
private investment funds and CLOs are referred to in the brochure as “Clients,” collectively, and
each a “Client.”
The Adviser’s investment advisory services to STWD CMBS Venture Holdings are principally
focused on managing debt-related instruments, including senior loans and below investment grade
bond positions in commercial mortgage-backed securities transactions. Investment advice is
tailored to the specific investment objectives and restrictions of the
fund, which are outlined in the
governing documents.
The Adviser’s asset management services to Woodstar Portfolio Holdings are principally focused
on providing investors with quarterly distributions of operating cash flows and the opportunity for
capital appreciation through the acquisition, management, and disposition of a portfolio of
affordable housing properties. Investment advice is tailored to the specific investment objectives
and restrictions of the fund, which are outlined in the governing documents.
As collateral manager or collateral advisor to the CLOs, the Adviser focuses on making
investments to generate returns to meet the payment obligations of the CLOs and to optimize
returns for investors. The Adviser manages the CLOs subject to the powers, duties, and limitations
outlined within the collateral management and collateral advisory agreements entered into between
STWD IM and the CLOs and the indentures governing the CLOs. Investors in the CLOs should
review the relevant offering documents, indentures, and other constituent documents pertaining to
the CLOs for additional information.
As of December 31, 2022, STWD IM managed $6,356,058,262 in assets on a discretionary basis,
and $0 in assets on a non-discretionary basis.
For certain disclosure purposes or in cases where the Advisers Act requires a look through of a
Client vehicle, the Adviser may look through the structure to the investor as if the investor were a
Client. For example, in assessing carried interest, STWD IM and its affiliates must comply with
Rule 205-3 under the Advisers Act. In order to permissibly assess carried interest, each investor in
a private investment fund or CLO must be a “qualified client.” The Adviser also discloses below
the types of investors that may invest in each of its Client vehicles.