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Bridge Net Lease Fund Manager LLC (the “Investment Adviser”) began operations in 2021,
provides investment advice to Clients (as defined below) with respect to interests in real estate
equity investments. The Investment Adviser is an affiliate of Bridge Investment Group Holdings
LLC (“Bridge”).
Firm Description
Bridge is the ultimate controlling entity and the ultimate majority owner of the Investment
Adviser. Bridge Investment Group Holdings Inc., Bridge’s ultimate parent company, is publicly
traded (NYSE: BRDG).
The Investment Adviser is a limited liability company formed under the laws of the State of
Delaware. The Investment Adviser provides real estate-related investment advisory services to
Clients on a discretionary basis, which include various commingled investment funds and other
vehicles, joint venture projects, separately managed accounts, real estate investment trusts
(“REIT”) and alternative investment vehicles, including any parallel and feeder investment vehicles
(each, a “Fund” and collectively, the “Funds”). The Investment Adviser also may serve as a 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 investment vehicles. 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 Adviser does not operate or hold itself out in the marketplace as investment
adviser to individuals or as an investment planner. The Investment Adviser is not in the business
of selling securities on a commission basis or providing investment planning services. The
Investment Adviser currently provides investment advisory services to Clients focused on investing
in and owning a portfolio of income-generating industrial properties leased to creditworthy
tenants under long-term triple net or absolute net leases (together, “Net Leases”) with the
potential for long-term value appreciation over multiple potential economic and asset cycles.
Investments made by the Clients of the Investment Adviser are generally interests in real estate
investments. Currently, all such real estate investments are located within the United States.
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 Adviser reported regulatory assets under management
(“RAUM”) of approximately $723,801,950 (for pooled investment vehicles that we consider
discretionary accounts) plus approximately $2,082,787 (for joint ventures that we consider non-
discretionary accounts) for a total RAUM of approximately $725,883,937.
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Principal Owners
The Investment Adviser is a subsidiary 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.).
Bridge Net Lease Fund Manager LLC was formed in 2021 and has several owners: (i) Bridge owns
approximately 72%, and (ii) the remaining approximately 28% is beneficially owned by FST Bridge
Holdings LLC, which is owned by certain principals who are active in the operations of the
Investment Adviser, including Michael Sodo, Matthew Tucker, and Brandon Flickinger.
Other than REITs, each Fund generally 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 Investment Adviser as outlined above (directly or indirectly through ownership in the
Investment Adviser or Bridge), as well as certain other principals and key employees 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 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.
For any REIT that is a Client, the REIT generally has a board of trustees. In some cases, members
of the board of trustees may be independent and not affiliated
with Bridge. The board of trustees
of each REIT has engaged the Investment Adviser, pursuant to a management agreement, to
identify, evaluate, structure, and recommend investment opportunities for the applicable REIT
and to provide administrative and management services to the applicable REIT in connection with
its investments.
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Types of Advisory Services
The Investment Adviser’s primary advisory business is to serve as an investment manager 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 Adviser’s 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 Adviser advises 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
Adviser or its 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 Adviser’s allocation policy, which is amended by the Investment Adviser
from time to time. The Investment Adviser generally receives compensation from the joint
ventures and separately managed accounts for managing its 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 Adviser 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, the Investment
Adviser 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 Adviser tailors its 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.