Walton Street Capital, L.L.C. was founded in 1994 and is owned by Walton Capital Advisors, L.P.
As of December 31, 2023, affiliates of Walton Street managed $14,552,941,163 on a gross basis,
which includes each investment vehicle’s net asset value, allocable share of debt on underlying
investments and, with respect to vehicles meeting the definition of private fund, remaining
commitments able to be called.
Walton Street provides investment advisory services to investment vehicles or entities (each a
“Fund” and collectively, the “Funds”) that primarily invest in equity and/or debt interests in real
estate-related assets and real estate operating companies. Walton Street also provides advisory or
sub-advisory services for certain entities. Walton Street has affiliated entities that serve as the
general partner, manager or investment adviser, as applicable (each, a “General Partner” and
collectively, the “General Partners”), to each respective Fund, and such affiliated entities generally
are deemed registered under the Advisers Act pursuant to Walton Street’s registration in accordance
with SEC guidance. This Brochure also describes the business practices of each General Partner,
which together operate as a single advisory business together with Walton Street. Each Fund
generally will be managed by its respective General Partner, although for certain structures, a
Walton Street affiliate may provide discretionary or non-discretionary investment advice. For ease
of reference, Walton Street and any General Partner to a Fund are referred to, collectively,
throughout this Brochure as “Walton Street”, unless the context otherwise requires. The words
“include,” “includes” and “including” shall be deemed to be followed by the phrase “without
limitation” if such phrase is not already present.
Walton Street is responsible for identifying investment opportunities for the Funds, as well as
facilitating the acquisition, monitoring and disposition of each of the Funds’ investments. Walton
Street provides investment advice to the Funds (not to Fund investors), but feeder or parallel Funds
may be created for investors as described below. Walton Street seeks to tailor 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 offering documents and limited partnership
agreement or other governing agreement (each, a “Governing Agreement” and collectively
“Governing Agreements”). A Governing Agreement includes as to any particular investor any side
letter or similar agreement (collectively, “Side Letters”) that has been entered into between such
investor and the applicable Fund and/or General Partner.
The Funds are organized as Delaware limited partnerships, Delaware limited liability companies,
Mexican trusts, Cayman Islands exempted limited partnerships, Luxembourg limited partnerships
or other similar entities established under the laws of other jurisdictions. Certain Funds are
organized into a structure comprised of parallel Funds, which may include entities formed for
investors to invest through such parallel Funds (collectively, “Parallel Funds”). The Parallel Funds
include feeder and other entities formed to facilitate certain investors’ investment into one or more
of such Parallel Funds. Parallel Funds generally invest in assets side-by-side based upon capital
commitments (or in the case of perpetual life vehicles, based on net asset value) and the relevant
General Partner may invest through such Parallel Funds or related entities, in whole or in part, to
satisfy Walton Street’s sponsor commitment to the relevant Fund. Generally Parallel Funds are
established to accommodate particular compliance, legal, regulatory, tax or other needs of certain
investors and may be organized in a variety of jurisdictions. Parallel Funds may contain different
terms and conditions than other Parallel Funds within the same Fund structure. The term Fund or
Funds includes any Parallel Funds, as applicable. In addition, Walton Street may consider the
formation of Funds or other structures including but not limited to separate accounts and
management agreements, which do not violate the Governing Agreements of other Funds.
Certain Funds advised by Walton Street are subject to regulation in jurisdictions outside the United
States, and in certain jurisdictions (including the European Union), Walton Street for regulatory
reasons has retained an unaffiliated Alternative Investment Funds Manager to provide certain
advisory services, to the extent required. Although this Brochure generally discusses matters that
apply generally to all of Walton Street’s Funds, local regulatory requirements, market practices or
contractual conditions may result in different treatment for these regulated entities. Accordingly,
we encourage investors in such Funds to consult the Governing Agreements for their Fund for
additional information.
Sidecars and Co-Investment Opportunities
Walton Street may provide certain investors the right to participate in a separate pooled investment
vehicle (“Sidecar”) for the purpose of participating in certain co-investment opportunities or other
joint investments with a particular Fund. Investors may make a commitment to a Sidecar, when
made available, the amount of which will be determined in Walton Street’s discretion. Other terms
with regard to a Sidecar are defined in the Governing Agreements of the relevant Sidecar.
The Governing Agreements for certain Funds also provide terms by which the partners may be
allowed to co-invest with that Fund in real estate assets. Those terms generally provide investors
that have made specified minimum commitments (which vary by Fund), the General Partner, its
affiliates and other investors in certain cases (“Co-Investment Partners”) with the potential right to
invest alongside a Fund in an investment that, because of certain investment limitations, lack of
available capital, applicable law or Fund
objectives (such as diversification requirements), limit the
amount such Fund would otherwise invest in such investment as determined in good faith by Walton
Street in its sole discretion. To the extent Walton Street elects to offer any opportunity to co-invest
with a Fund to the partners of that Fund (including affiliates of Walton Street) rather than third
parties, Walton Street must offer any such co-investment opportunity to such Co-Investment
Partners pursuant to the terms of such Fund’s Governing Agreements, which generally provide such
opportunities to be offered first to the Co-Investment Partners pro rata. If after giving effect to such
offers, additional interests in the relevant co-investment opportunity remain available, subject to
any legal, tax, regulatory, timing or similar considerations, Walton Street may offer such co-
investment opportunity to the relevant General Partner, its affiliates, limited partners and any other
individual or entity on terms and conditions, with the exception of fees payable thereunder, no more
favorable than the terms and conditions offered to the Co-Investment Partners. The Governing
Agreements of a Fund may provide different provisions relating to co-investment opportunities than
those described above, including allowing the applicable General Partner to allocate co-investment
opportunities to such parties as such General Partner determines in its discretion. Additionally, co-
investment agreements generally contain terms customary for joint investments, including without
limitation provisions related to management rights, defaults and capital calls. Walton Street is
subject to conflicts of interest in exercising its discretion with regard to the determination of when
to offer a co-investment opportunity to Co-Investment Partners or third parties or with regard to
allocating co-investment opportunities not taken by Co-Investment Partners.
From time to time, Walton Street will be presented with investment opportunities that would be
suitable or appropriate not only for a Fund, but also for other Funds and other investment vehicles
operated by advisory affiliates of Walton Street. In determining which investment vehicles should
participate in such investment opportunities, Walton Street and its affiliates are subject to conflicts
of interest among the investors in such investment vehicles. Investments by more than one client of
Walton Street in an asset may also raise the risk of using assets of a client of Walton Street to support
positions taken by other clients of Walton Street.
Joint Investments with Third Parties
Walton Street 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 and/or incentive compensation that include fees and/or incentive
compensation paid to the sponsor and/or managing entity of the vehicle and/or another participant
in such vehicle. Such entities and other pooled investment vehicles are generally managed by
unaffiliated third-party managers; however, typically Walton Street would also have certain
management rights that may include, without limitation, approvals over major decisions.
Under certain circumstances Walton Street provides certain services, which may include
administrative, accounting, advisory, management, development, construction, leasing, property
management and/or sales management services, to such entities or pooled investment vehicles,
and/or engages in service provider relationships with such entities, their affiliates or persons
associated with any of them. In certain instances passive investors other than Fund investors may
be admitted to such pooled investment vehicles that are partially owned by a Fund and that
specialize in particular real estate investments. See Item 5 below for a description of other services
provided by Walton Street that are paid for by certain Funds.
Walton Street Mexico Fund I, L.P. and its related parallel funds (collectively, “Mexico Fund I”)
have entered into certain co-investment arrangements with two Mexican vehicles, one of which
invests in retail properties (the “Retail Vehicle”) and the other of which invests in industrial
properties (the “Industrial Vehicle”), respectively. Each vehicle has an unaffiliated third-party
manager (each, a “Mexico Manager”). A Walton Street affiliate (“WSC Mexico”) provides services
to those managers in connection with their management of the Retail Vehicle and the Industrial
Vehicle. A Walton Street affiliate also provides certain services to a Mexico Manager with respect
to a separate Mexican vehicle which invests in industrial properties (the “Additional Industrial
Vehicle”). (See Item 5 below for information on fees paid to such Walton Street affiliate.)
Real Estate-Related Services
In addition to the foregoing activities, Walton Street has provided and may in the future provide
real estate consulting, monitoring and reporting services to third parties. As part of these services,
Walton Street has assisted and may assist in the evaluation of a real estate or real estate-related
investment (whether debt, equity or otherwise), or monitor and report on the real property that serves
as collateral for debt issued in public markets.
Consultants
Walton Street may use consultants in connection with the provision of certain services. Such
consultants can include former employees or part-time employees or current but inactive partners
of Walton Street. Consultants may be engaged on a non-exclusive basis and may pursue other real-
estate opportunities without a requirement to pursue such opportunities through Walton Street.
Former employees or current but inactive partners who are consultants will generally be paid by the
applicable Fund(s) for their services and will be reimbursed for expenses as provided in a Fund’s
governing agreements. Third-party consultants are generally an expense of a Fund.