Related Party Transactions | 11. Related Party Transactions The Company entered into an advisory agreement (the “Advisory Agreement”) with the Advisor. Pursuant to the Advisory Agreement, the Advisor is responsible for sourcing, evaluating and monitoring the Company’s investment opportunities and making decisions related to the acquisition, origination, management, financing and disposition of the Company’s assets, in accordance with the Company’s investment objectives, guidelines, policies and limitations, subject to oversight by the Company’s board of trustees. Management and Performance Fee As compensation for its services provided pursuant to the Advisory Agreement, the Advisor will be paid a management fee (the “Management Fee”) equal to 1.25 % of NAV per annum for the outstanding Class T shares, Class S shares, Class D shares, and Class I shares, payable monthly in arrears. The Company does not pay the Advisor the Management Fee with respect to the Class E shares. In calculating the Management Fee, we will use our NAV before giving effect to accruals for the Management Fee, Performance Fee, shareholder servicing fees or distributions payable on our common shares. The Management Fee may be paid, at the Advisor’s election, in cash, Class I shares or Class E shares, or any combination thereof. To the extent that the Advisor elects to receive any portion of the Management Fee in Class I shares or Class E shares, we may repurchase such Class I shares or Class E shares from the Advisor at a later date. Our Class I shares or Class E shares obtained by the Advisor will not be subject to our share repurchase plan, including the repurchase limits and any Early Repurchase Deduction. The Advisor agreed to waive its Management Fee for the first three months following the initial closing of our continuous private offering (the period through February 29, 2024), and accordingly, no management fee was earned during the year ended December 31, 2023. During the three and nine month periods ended September 30, 2024 , Management Fees earned by the Advisor were $ 0.5 million and $ 0.9 million , respectively. The Advisor may be entitled to receive a performance fee (the “ Performance Fee”) which is accrued monthly and payable quarterly (or part thereof that the Advisory Agreement is in effect) in arrears. The Performance Fee will be an amount, not less than zero, equal to (i) 12.5 % of the cumulative Core Earnings (as defined in the Advisory Agreement) for the immediately preceding four calendar quarters (each such period, a “4-Quarter Performance Measurement Period”), subject to a hurdle rate, expressed as an annual rate of return on average adjusted capital, equal to 5.0 % (the “Annual Hurdle Rate”), minus (ii) the sum of any performance fees paid to the Advisor with respect to the first three calendar quarters in the applicable 4-Quarter Performance Measurement Period. For purposes of the Performance Fee, “adjusted capital” means cumulative net proceeds generated from sales of our Class T shares, Class S shares, Class D shares and Class I shares (including proceeds from the DRIP) reduced for distributions from dispositions of our investments paid to Class T, Class S, Class D and Class I shareholders and amounts paid to Class T, Class S, Class D and Class I shareholders for share repurchases pursuant to our share repurchase plan. The Advisor will not earn a Performance Fee for any calendar quarter until our Core Earnings for the applicable 4-Quarter Performance Measurement Period exceeds the Annual Hurdle Rate. Once our Core Earnings exceed the Annual Hurdle Rate, the Advisor is entitled to a “catch-up” fee equal to the amount of Core Earnings in excess of the Annual Hurdle Rate until our Core Earnings for the applicable 4-Quarter Performance Measurement Period exceed a percentage of average adjusted capital equal to the Annual Hurdle Rate divided by 0.875 (or 1 minus 0.125) for the applicable 4-Quarter Performance Measurement Period. Thereafter, the Advisor is entitled to receive 12.5 % of our Core Earnings. Proportional calculation methodologies to be applied prior to the completion of four full calendar quarters are defined in the Advisory Agreement. The Performance Fee may be paid, at the Advisor’s election, in cash, Class I shares or Class E shares, or any combination thereof. The Company does not pay the Advisor a Performance Fee on Class E shares. To the extent that the Advisor elects to receive any portion of the Performance Fee in Class I shares or Class E shares, we may repurchase such Class I shares or Class E shares from the Advisor at a later date. Our Class I shares or Class E shares obtained by the Advisor will not be subject to our share repurchase plan, including the repurchase limits and any Early Repurchase Deduction. During the three and nine month periods ended September 30, 2024, the Advisor earned Performance Fees of $ 0.6 million and $ 0.7 million , respectively. The Advisor has elected to receive all Performance Fees earned in Class E shares. During the year ended, December 31, 2023, no Performance Fee was earned. Due to Advisor The Company may retain certain of the Advisor’s affiliates, from time to time, for services relating to the Company’s investments or its operations, which may include capital markets services, restructuring services, valuation services, underwriting and diligence services, and special servicing, as well as services related to mortgage servicing, group purchasing, consulting/brokerage, capital markets/credit origination, loan servicing and asset management, property, title and other types of insurance, management consulting and other similar operational and investment matters. The following table details the components of Due to Advisor as of September 30, 2024 and December 31, 2023 (amounts in thousands): September 30, 2024 December 31, 2023 Accrued operating expenses $ 2,338 $ 893 Accrued organization expenses 666 888 Accrued offering costs 2,333 2,294 Accrued management fees 165 - Accrued performance fees 560 - Total $ 6,062 $ 4,075 Accrued operating costs The Advisor has agreed to advance certain of the Company’s operating expenses through the first anniversary of the date of the initial closing of the continuous private offering (December 1, 2024). The Advisor had incurred operating costs on the Company’s behalf of $ 2.3 million and $ 0.9 million , as of September 30, 2024 and December 31, 2023, respectively. On October 16, 2024, the Company and the Advisor entered into Amendment No. 1 to the Advisory Agreement (the “Amendment”), which amends, among other things, the provisions of the Agreement related to the reimbursement by the Company to the Advisor of the organization and offering expenses and certain operating expenses. Pursuant to the Amendment, the Advisor agreed for the Company’s benefit that the Advisor shall be reimbursed for all such advanced operating expenses ratably over a 60 -month period commencing in January 2026. Operating expenses incurred after the first anniversary of the initial closing of its private offering will be paid by the Company as incurred. Accrued organization and offering costs The Advisor has agreed to advance organization and offering expenses on behalf of the Company (including legal, accounting, and other expenses attributable to the organization, but excluding upfront selling commissions, dealer manager fees and shareholder servicing fees) through the first anniversary of the date of the initial closing of the continuous private offering (December 1, 2024). The Advisor had incurred organization and offering costs on the Company’s behalf of $ 3.0 million , consisting of offering costs of $ 2.3 million and organization costs of $ 0.7 million , and $ 3.2 million , consisting of offering costs of $ 2.3 million and organization costs of $ 0.9 million , as of September 30, 2024 and December 31, 2023, respectively. The organization costs are recorded on the condensed consolidated statement of operations and the offering costs are charged to equity. Pursuant to Amendment, the Advisor agreed for the Company’s benefit that the Advisor shall be reimbursed for all such advanced organization and offering expenses ratably over a 60 -month period commencing in January 2026. Accrued Shareholder Servicing Fees The Company entered into a deal manager agreement (the "Dealer Manager Agreement") with Starwood Capital L.L.C. (the "Dealer Manager"), on October 31, 2023. The Dealer Manager is entitled to receive shareholder servicing fees of 0.85 % per annum of the aggregate NAV for Class T shares and Class S shares. For Class T shares such shareholder servicing fee includes an advisor shareholder servicing fee of 0.65 % per annum, and a dealer shareholder servicing fee of 0.20 % per annum, of the aggregate NAV for the Class T shares. However, with respect to Class T shares sold through certain participating broker-dealers, the advisor shareholder servicing fee and the dealer shareholder servicing fee may be other amounts, provided that the sum of such fees will always equal 0.85 % per annum of the NAV of such shares. The Class D shares will incur a shareholder servicing fee equal to 0.25 % per annum of the aggregate NAV for the Class D shares. The Dealer Manager anticipates that substantially all of the shareholder servicing fees will be retained by, or reallowed (paid) to, participating broker-dealers. For the nine months ended September 30, 2024 and the year ended December 31, 2023, the Dealer Manager did not retain any shareholder servicing fees. The Company accrues the estimated amount of the future shareholder servicing fees payable to the Dealer Manager for Class T, Class S, and Class D shares based on the estimated hold period of those shares. Accrued shareholder servicing fees were $ 6.9 million and $ 0.4 million as of September 30, 2024 , and December 31, 2023, respectively. |