Waterton Investment Adviser, L.L.C., a Delaware limited liability company and a
registered investment adviser, and its affiliated investment advisers provide investment advisory
services to investment funds privately offered to qualified investors in the United States and
elsewhere (each, a “Fund,” and collectively, together with any future private investment fund to
which Waterton and/or its affiliates provide investment advisory services, the “Funds”). Waterton
commenced operations in 1995.
The general partner or managing member of each Fund (each, a “General Partner,” and
collectively, together with any future affiliated general partner or manager entities, the “General
Partners,” and together with Waterton and their affiliated entities, the “Firm”) is affiliated with
Waterton through common ownership and control as well as shared executive officers. Each
General Partner is subject to the Advisers Act pursuant to Waterton’s registration in accordance
with SEC guidance. This Firm Brochure also describes the business practices of the General
Partners, which operate as a single advisory business together with Waterton. Each General Partner
and the principals and certain investment professionals of Waterton generally participate in the
Funds’ investments by investing assets directly in the Funds (through limited partner interests) or
indirectly through investments in the General Partners, which in turn, invest in the Funds.
The Funds are real estate funds that primarily invest in real estate and real estate-related
investments, including, without limitation, multifamily and hospitality real estate investments,
bonds, securitized loans, and other debt (both loan to own and yield to maturity strategies) secured
by real estate assets and, in limited cases, equity in publicly traded REITs. In particular, certain
Funds (the “Freddie Mac Funds”) invest in a series of bonds issued as part of Freddie Mac’s
securitization of supplemental multifamily mortgage loan pools. The securitization is
accomplished through offerings of K-Series Multifamily Pass-Through Certificates. The
securitized loans are split up into tranches ranging from guaranteed senior bonds (rated AAA) to
subordinate bonds (non-investment grade). The Freddie Mac Funds invest in supplemental loans
that are securitized and offered through Freddie Mac as the (“KJ-Deals”). Freddie Mac splits the
KJ-Deals into multiple tranches – senior tranches totaling 80% and a subordinate tranche of 20%
(“KJ B-Pieces”). The KJ B-Pieces, while secured, are the riskiest pieces of the combined
securitization and have limited rights. Certain other Funds managed by Waterton Investment
Adviser, L.L.C. (the “Flagship Funds”) target investments in multifamily rental opportunities in
major markets throughout the United States. In addition to the Funds and pooled investment
vehicles, Waterton also manages joint ventures that invest primarily in real estate assets
(“Accounts”). Waterton’s investment advisory services to the Funds consist of identifying and
evaluating investment opportunities, negotiating the terms of investments, managing and
monitoring investments and achieving dispositions for such investments.
Waterton’s advisory services to the Funds are detailed in the relevant private placement
memoranda or other offering documents (each, a “Memorandum”), investment management
agreements, limited partnership or other operating agreements of the Funds (each, a “Partnership
Agreement” and, together with any relevant
Memorandum, the “Governing Fund Documents”)
and are further described below under “Methods of Analysis, Investment Strategies and Risk of
Loss.” Investors in the Funds (generally referred to herein as “investors,” “partners” or “limited
partners”) participate in the overall investment program for the applicable Fund, but in certain
circumstances are excused from a particular investment due to legal, regulatory or other agreed-
upon circumstances pursuant to the Governing Fund Documents; for the avoidance of doubt, such
arrangements generally do not and will not create an adviser-client relationship between Waterton
and any investor. The Funds or the General Partners have entered, and expect in the future to enter
into side letters or other similar agreements (“Side Letters”) with certain investors that have the
effect of establishing rights under, or altering or supplementing the terms (including economic or
other terms) of, the Governing Fund Documents with respect to such investors.
Additionally, as permitted by the Governing Fund Documents, Waterton has provided, and
expects to provide, (or agree to provide) co-investment opportunities (including the opportunity to
participate in co-invest vehicles) to certain current or prospective investors or other persons,
including other sponsors, market participants, finders, consultants and other service providers,
portfolio investment management or personnel, Waterton’s personnel and/or certain other persons
associated with Waterton and/or its affiliate. Such co-investments typically involve investment and
disposal of interests in the applicable portfolio investment at substantially the same time and on
substantially the same terms as the Fund making the investment. However, for strategic and other
reasons, a co-investor or co-invest vehicle (including a co-investing Fund), under certain
circumstances, is permitted to purchase a portion of an investment from one or more Funds after
such Funds have consummated their investment in the portfolio investment (also known as a post-
closing sell-down or transfer), which generally will have been funded through Fund investor
capital contributions and/or use of a Fund credit facility. Any such purchase from a Fund by a co-
investor or co-invest vehicle generally occurs shortly after the Fund’s completion of the investment
to avoid any changes in valuation of the investment, but in certain instances could be well after the
Fund’s initial purchase. Where appropriate, and in Waterton’s sole discretion, Waterton reserves
the right to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise
equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the
relevant Fund for related costs. However, to the extent any such amounts are not so charged or
reimbursed (including charges or reimbursements required pursuant to applicable law), they
generally will be borne by the relevant Fund.
As of December 31, 2023, Waterton managed $4,726,428,452 in client assets on a
discretionary basis. David R. Schwartz and Peter M. Vilim co-founded the Waterton Investment
Adviser, L.L.C.’s parent company, Waterton Associates L.L.C. in 1995. Waterton Associates
L.L.C.’s current ownership structure is as follows: (i) approximately 72% by affiliate entities
which are controlled by Mr. Schwartz; (ii) approximately 8% by affiliate entities which are
controlled by Mr. Vilim and (iii) approximately 20% by passive third-party investors.