A. Description of the Advisory Firm
This Brochure relates to Whitman/Peterson, LLC, a Delaware limited liability company founded in January
2012, and its affiliates (“Whitman Peterson” or the “Firm”). Whitman Peterson provides investment
advisory services to the private investment funds operating as real estate funds (the “Funds”), which are its
only advisory clients. Whitman Peterson has affiliated entities that serve as the general partner, manager
or investment adviser, as applicable (each, a “General Partner”), to each respective Fund. Each Fund
generally is managed by its respective General Partner, although for certain structures, a Whitman Peterson
affiliate may act as a General Partner and/or provide discretionary or non-discretionary investment advice.
The General Partners have delegated their management and advisory duties to Whitman Peterson. Each
General Partner is subject to the Advisers Act pursuant to the Firm’s registration in accordance with
Securities and Exchange Commission (“SEC”) guidance. This brochure also describes the business
practices of the General Partners, which operate as a single advisory business together with
Whitman/Peterson, LLC.
Whitman/Peterson Holdings, LLC (which is ultimately controlled by Robert A. Whitman, Weston Whitman
and Joel C. Peterson) is the principal owner of the Firm. Weston Whitman and Robert Whitman serve as
Co-Managing Partners of the Firm.
B. Advisory Services
The Firm provides advisory services in respect of the investment activities of the Funds and specifically in
respect of the real estate and real estate related investments of each Fund and is responsible for identifying
investment opportunities for the Funds, as well as facilitating the acquisition, monitoring, asset management
and disposition of the Funds’ investments. Whitman Peterson provides investment advice to the Funds (not
to Fund investors) and tailors its advisory services to the individual needs of each Fund, in accordance with
the investment objectives, strategies and limitations (if any) described in each Fund’s respective partnership
agreement, confidential private offering memorandum, investment management agreement or other
governing agreement (with respect to each Fund, the “Governing Documents”). Governing Documents
include, as to any particular investor, any side letter or similar agreement that has been entered into between
such investor and the applicable Fund and/or General Partner. The investment focus of each Fund is
described in its Governing Documents.
The Funds are organized as Delaware limited partnerships, Cayman Islands corporations, or other similar
entities established under the laws of other jurisdictions. In addition, the Firm may consider the formation
of Funds or other structures including but not limited to separate accounts and management agreements that
have investment objectives that differ from or that do not otherwise conflict with the Governing Documents
of other Funds.
The investment advisory focus of the Firm is on US and non-US real estate assets across numerous sectors,
including, but not limited to the multi-family, student housing, lodging, seniors housing, office and
industrial sectors. In these segments, the Firm generally seeks investment opportunities involving
partnerships with national and regional operating partners to leverage their operating presence and
capabilities, and their capital projects expertise, to create value at the property level and to efficiently
source, evaluate, and execute on opportunities on a broad scale. The Firm also typically seeks investment
opportunities where it maintains deal-by-deal approval rights on each investment and has significant
influence on the investment decisions.
The Firm may invest assets of a Fund in other entities or pooled investment vehicles that specialize in
particular real estate investments. Through these types of investments, investors may bear two layers of
fees that include fees paid to the sponsor
of the vehicle and fees paid to the Fund’s respective General
Partner. In certain cases, such entities and other pooled investment vehicles are managed by unaffiliated
third-party managers; however, typically Whitman Peterson would also have certain management rights
that may include, without limitation, approvals or consultation rights over major decisions.
Additionally, certain investment opportunities may include options to acquire an interest in the holding or
operating companies of their operating partners, in order to share in any value created at the operating-
company level, through the Fund’s investment in real estate assets.
In summary, the Firm’s strategy in locating investment opportunities for the Funds is the following:
1) Choosing sectors with strong demand fundamentals;
2) Pursuing investments at different places in the value chain within those sectors, depending on
market conditions (acquisitions vs. development, assets vs. operating companies, primary vs.
secondary markets, infill vs. suburban, GP capital vs. LP capital, etc.);
3) Purchasing or developing assets at an attractive basis that allows strong absolute and risk-adjusted
returns even utilizing conservative underwriting assumptions;
4) Establishing proprietary platform partnerships with top operating companies in the target sectors;
and
5) Investing at least a portion of the Funds’ capital in the GP position of the property, portfolio, or
fund-level ventures.
Whitman Peterson’s Co-Managing Partners are responsible for leading the approval of investment decisions
across all Funds and strategies with regard to the allocation of Fund assets to potential investment
opportunities, as well as leading the Firm’s human resources who are teams managing the investments and
leading approvals for the disposition of investments.
Co-Investments
The Governing Documents for certain Funds also provide terms by which the Fund investors may be
allowed to co-invest with that Fund in real estate assets and that such co-investment opportunities are not
required to be offered to the Fund investors. Co-investment opportunities may arise because of investment
limitations, lack of available capital, applicable law or Fund objectives (such as diversification
requirements), limit the amount the Fund would otherwise invest in such investment as determined in good
faith by Whitman Peterson in its sole discretion. Co-investment agreements generally contain terms
customary for joint investments, including without limitation provisions related to management rights,
defaults, and capital calls. The Firm may be subject to conflicts of interest in exercising its discretion with
regard to the determination of when to offer a co-investment opportunity to Fund investors or third parties
or with regard to allocating co-investment opportunities.
C. Client Tailored Services and Client Imposed Restrictions
Advisory services are tailored to seek to achieve the Funds’ investment objectives. Investors in the Funds
do not have the ability to impose limitations on Whitman Peterson’s discretionary authority, other than
limitations set forth in the Governing Documents. From time to time, Whitman Peterson will be presented
with investment opportunities that would be suitable not only for a Fund, but also for other Funds. In
determining which investment vehicles should participate in such investment opportunities, the Firm and
its affiliates are subject to conflicts of interest (and mitigating processes and approvals, where applicable)
among the investors in such investment vehicles.
D. Wrap Fee Programs
The Firm does not participate in wrap fee programs.
E. Assets Under Management
As of December 31, 2023, Whitman Peterson managed approximately $1,752,073,670 in Fund assets
(calculated as regulatory assets under management), all on a discretionary basis. Whitman Peterson does
not currently manage any advisory client assets on a non-discretionary basis or any advisory client other
than the Funds.