Background
Heitman Capital Management LLC (“HCM” or the “Firm”) began doing business and became a private equity
investment adviser registered with the SEC in 1980. Its principal place of business is located in Chicago, Illinois.
The Firm conducts advisory business managing private equity and debt real estate investments for pooled
investment vehicles and separate account clients.
Ownership Structure
Heitman LLC (“HLLC”), the sole member and parent of HCM, is the only entity that controls 25% or more of the Firm.
In addition, the only entity that owns 25% or more of HLLC is KE I LLC, which holds a 99.95% stake in HLLC and
acts as its managing member. The other member of HLLC is KE 2 LLC, which holds a nominal non-voting stake of
0.05% in HLLC.
Other Related Entities
Section 7.A of Schedule D in the Firm’s Form ADV, Part I, which is accessible by following the directions on the
Cover Page of this Brochure, discloses entities that are subsidiaries of the Firm’s parent entity (hereafter
collectively, “Heitman Affiliates”). This disclosure includes all registered investment adviser and broker-dealer
Heitman Affiliates.
Note that the Firm and certain of its affiliates utilize limited partnerships or other pooled investment vehicles (the
"Heitman Funds”) for investment purposes that are structured for Firm clients that principally consist of
institutional investors. The Firm or one or more Heitman Affiliates also act as general partner, manager, or in
other similar capacities and serves as the investment adviser of these Heitman Funds. As a matter of practice,
the Firm or its affiliates typically provide prospective investors in a Heitman Fund with a private placement
memorandum or comparable offering document, which contains information specific to that particular investment
opportunity.
Additionally, in certain cases, the Firm or other Heitman Affiliates create special purpose entities, including limited
partnerships or similar vehicles that are comprised of one or more investors, but which are not organized as
Heitman Funds (“Client SPV Entities”). Similar to Heitman Funds, in these cases, the Firm and/or another
Heitman Affiliate may act as general partner, managing member, or in a similar capacity and also serve as the
investment adviser for the Client SPV Entities. As a practical matter, these entities are created to facilitate certain
investments in real estate on behalf of one or more clients. These structures are common for real estate
investments and are generally utilized to achieve tax efficiencies and to protect stakeholders from potential
liabilities and third-party claims associated with the underlying real estate.
Scope of Services
In the instance of a new Heitman Fund or Client SPV Entity, the investment objectives and investment strategies
for achieving those objectives are defined by the Firm. Such objectives and strategies are appropriately
©2024 Heitman LLC. All rights reserved. 6 of 28
described in the applicable investment management agreement
or other comparable agreement or document
(“IMA”) or offering documents the Firm or Heitman Affiliate will establish for such purpose.
For separate account clients, the client, in collaboration with the Firm, establishes the investment goals and
objectives for their portfolio. The Firm, utilizing an information gathering process designed to determine each
client’s individual investment objectives for growth and income, tax considerations, time horizons, risk tolerance
and liquidity needs, is responsible for determining how the portfolio will be constructed to accomplish the
investment objectives of the separate account, in light of the client’s established goals and objectives. If
appropriate, the Firm or Heitman Affiliate will also review each separate account client’s prior investment history.
Clients (hereinafter, a Heitman Fund, a Client SPV Entity or a separate account investor are collectively referred
to as a “client” or “clients”) may impose restrictions on investing with respect to certain strategies, certain property
types or geographic areas. Other client preferences and investment objectives, as well as desired level of
involvement in investment decisions, dictate whether the Firm or a Heitman Affiliate manages an account on a
discretionary or non-discretionary basis. Each client’s investment objectives and guidelines are set forth in an
IMA between the Firm and the client.
From the inception of the engagement/execution of the IMA, the Firm will provide investment related advice to
its clients that includes the period preceding the investment in, during the investment in and operating of and the
eventual sale or exit from the investment position. The advice encompasses all facets of investing in the debt or
equity of property and includes recommendations as to holding real estate through limited partnership interests,
operating platforms, general partnership interests, joint venture interests, units in group trusts, interests in limited
liability companies, equity interests in corporations (each of which may directly or indirectly own real estate),
interests in comparable legal structures formed in U.S. or non U.S. jurisdictions, or a combination of any of the
above. The Firm and/or a Heitman Affiliate are also responsible for guiding the scope, reviewing, commenting
on, if appropriate and requesting additional evaluation, if needed, of the information provided by various third
party consultants (i.e. legal, tax, environmental, engineering, accounting) and property management firms
engaged directly or by joint venture operating partners with that responsibility.
For further information regarding procedures followed by the firm for accounts managed pursuant to discretionary
authority please see Item 16 titled “Investment Discretion.”
Amount of Managed Assets
As of December 31, 2023, the Firm actively managed $27,807,409,730 of assets on a discretionary basis and
$14,922,465,070 of assets on a non-discretionary basis.
©2024 Heitman LLC. All rights reserved. 7 of 28