A. Describe your advisory firm, including how long you have been in business. Identify
your principal owner(s).
WHI Real Estate Partners L.P. (“WHIREP” or the “Firm”) is a Chicago-based boutique real estate
investment adviser. WHIREP pursues commercial and residential real estate investments throughout
the United States by taking a creative and highly proactive approach to investment sourcing,
structuring, research, negotiation, asset management and realization. The Firm seeks to minimize
conflicts, maximize alignment of interests and build long-term relationships with a select group of
investors. WHIREP’s predecessor entity was formed in January 2010 as a division of William Harris
Investors, Inc. (“WHI”) through the acquisition by WHI of key assets and operations of Landrock
Partners LP, a real estate private equity firm founded by David Rosenbaum in 2007. WHIREP became
an independent company in January 2016 and concurrently registered as an independent investment
adviser.
In business since 2008, WHIREP and its predecessor entities operate commingled real estate pooled
investment funds (along with certain parallel funds) (each, a “Fund”) and co-investment funds (each,
a “Co-Investment Fund” and together, the “Funds”, unless the context otherwise requires), each of
which has invested in mid-sized real estate transactions throughout the United States. The Funds
generally rely on an exemption from registration under Sections 3(c)(1) and 3(c)(7) of the Investment
Company Act of 1940, as amended (“Investment Company Act”). In limited circumstances, as more
fully described in Item 7 below, the Firm permits certain limited partners and third-party investors to
co-invest alongside a Fund directly into a portfolio investment. Unlike the Co-Investment Funds
described above, such direct co-investments are not Funds or clients of WHIREP. As of the date of
this Brochure, the Firm’s existing Funds have been fully committed to investments and WHIREP
does not intend to form any additional funds.
Each Fund advised by WHIREP is affiliated with a general partner with the authority to make
investment decisions on behalf of such Fund (each a “General Partner”). These General Partners are
deemed registered under the Investment Advisers Act of 1940, as amended (“Advisers Act”), pursuant
to WHIREP’s registration in accordance with SEC guidance. The applicable General Partner of each
Fund retains investment discretion and investors in the Funds do not participate in the control or
management of the Funds. While each General Partner maintains ultimate authority over the
respective Fund, WHIREP has been delegated the role of investment adviser. Throughout this
Brochure, references to WHIREP include, unless the context otherwise requires, references to the
General Partners. For more information and a list of all applicable Funds and General Partners, see
WHIREP’s Form ADV Part 1 Schedule D, Sections 7.A. and 7.B.(1).
Principal Owners/Ownership Structure
WHIREP is owned and governed by the members of the board of directors of its general partner,
WHIREP Holdings LLC (the members of which are David Rosenbaum, James Orth, Brad Beelaert
and Bradley Hannah), and controlled by David Rosenbaum and James Orth. For more information
about WHIREP’s owners and executive officers, see the Firm’s Form ADV Part 1, Schedule A and
Schedule B.
B. Describe the types of advisory services you offer. If you hold yourself out as
specializing in a particular type of advisory service, such as financial planning, quantitative
analysis, or market timing, explain the nature of that service in greater detail. If you provide
investment advice only with respect to limited types of investments, explain the type of
investment advice you offer, and disclose that your advice is limited to those types of
investments.
WHIREP’s objective is to achieve superior risk-adjusted returns through investment in real estate and
real estate-related assets primarily located in the United States. WHIREP endeavors to generate top-
tier investment performance by taking a creative and highly proactive approach to investment
sourcing, structuring, analysis, negotiation,
asset management and realization. The Firm attempts to
proactively source and acquire assets at attractive prices; implement asset repositioning,
redevelopment and cash-flow optimization programs; and exit investments primarily through sales to
buyers seeking stabilized properties. WHIREP focuses primarily on opportunities in the middle
market that typically require between $8 million and $30 million of invested equity capital, though
under certain circumstances WHIREP may pursue opportunities which fall outside of this range.
WHIREP generally avoids seeking returns through the use of excessive leverage or financial
engineering and endeavors to employ modest leverage at levels which it believes can enhance returns
without adding undue risk. The Firm makes its investments both through joint ventures with
independent, third-party operating partners and on a direct basis.
C. Explain whether (and, if so, how) you tailor your advisory services to the individual
needs of clients. Explain whether clients may impose restrictions on investing in certain
securities or types of securities.
WHIREP does not tailor its advisory services to the individual needs of limited partners in its Funds;
rather, WHIREP’s investment advice and authority for each Fund is tailored to the investment
objectives of that Fund. These objectives are described in the private placement memorandum,
limited partnership agreement, subscription agreements, operating agreements, side letters and other
governing documents of each Fund (collectively, “Governing Documents”) and limited partners
determine the suitability of an investment in a Fund based on, among other things, the Governing
Documents.
Each Fund’s Governing Documents contain certain restrictions on such Fund’s investment activity;
however, limited partners in such Funds generally cannot impose restrictions on investing in certain
investments or types of investments. Limited partners in the Funds participate in the overall
investment program for the applicable partnership, but can be excused from a particular investment
due to legal, regulatory or other applicable constraints, pursuant to the terms of the applicable
Governing Documents.
In accordance with industry practice, WHIREP has in certain circumstances entered into side letters
or similar written agreements with certain limited partners that have the effect of establishing rights
under, altering or supplementing a Fund’s Governing Documents. Side letter provisions have
included provisions whereby investors have expressed an interest in participating in co-investment
opportunities, limited partner advisory committee representation, certain fee arrangements,
notification provisions, reporting requirements and most favored nations provisions, among others.
These rights, benefits or privileges are not always made available to all limited partners nor in most
cases are they required to be disclosed to all limited partners, consistent with general market practice.
Any such side letters are negotiated at the time of a Fund’s formation, and once invested in a Fund,
limited partners generally cannot impose additional investment guidelines or restrictions on such
Fund. There can be no assurance that the side letter rights granted to one or more limited partners
will not in certain cases disadvantage other limited partners.
D. If you participate in wrap fee programs by providing portfolio management services,
(1) describe the differences, if any, between how you manage wrap fee accounts and how
you manage other accounts, and (2) explain that you receive a portion of the wrap fee for
your services.
WHIREP does not participate in wrap fee programs.
E. If you manage client assets, disclose the amount of client assets you manage on
a discretionary basis and the amount of client assets you manage on a non-discretionary
basis. Disclose the date “as of” which you calculated the amounts.
As of December 31, 2022, WHIREP manages approximately $1 billion of regulatory assets under
management, all of which are managed on a discretionary basis.