Description of the Advisory Firm. Land & Buildings Investment Management, LLC is a Delaware
limited liability company formed in June 2008. Land & Buildings Investment Management, LLC and
its affiliated investment adviser, LBIM LLC (defined below and collectively with Land & Buildings
Investment Management, LLC referred to as “Land & Buildings,” “Adviser,” “we,” “us,” or “our”)
provide discretionary investment management services to pooled investment vehicles and separately
managed accounts. LBIM LLC (the “Relying Adviser”) commenced operations in July 2018 and
is included in the Adviser’s Form ADV Part 1A as a relying adviser that is registered under the
Investment Advisers Act of 1940 pursuant to the umbrella registration of Land & Buildings
Investment Management, LLC, the filing adviser. This Brochure also describes the business practices
of the Relying Adviser which operates as a single advisory business together with Land & Buildings.
Jonathan Litt is the Managing Principal and principal owner of Land & Buildings and the Relying
Adviser. The pooled investment vehicles sponsored and managed by Land & Buildings, include Land
& Buildings Capital Growth Fund LP, (“L&B Capital Growth”) a Delaware limited partnership,
L&B Onshore Fund LP, (“L&B Onshore”) a Delaware limited partnership, L&B Offshore Fund Ltd,
(“L&B Offshore”) a Cayman Islands based company, and L&B Opportunity Fund, LLC, a limited
liability company (“L&B Opportunity”) (collectively referred to as the “Funds”). In addition, Land
& Buildings provides advisory services to separately managed accounts (collectively referred to as
the “SMAs”). The Funds, together with the SMAs, collectively are referred to as “Clients” whereas
limited partners and/or shareholders in the Funds are referred to as “Fund Investors.” L&B GP LP
(the “General Partner”), a Delaware limited partnership, which is controlled by Mr. Litt, serves as
the general partner to the Funds organized as Delaware limited partnerships.
Description of Advisory Services. Land & Buildings provides portfolio management services for the
Funds and SMAs. Land & Buildings manages the portfolios of the Funds and SMAs on a
discretionary basis according to the investment objectives and investment strategies described in the
Funds’ offering documents and the agreements entered into with the SMAs. Additional information
about Land and Buildings investment strategies and associated risks can be found in greater detail
below in Item 8, Methods of Analysis, Investment Strategies and Risk of Loss.
Client Tailored Services and Client Imposed Restrictions. Land & Buildings generally does not
tailor its portfolio management services to the individual needs of investors in the Funds.
Land & Buildings’ portfolio management services to the SMAs are provided pursuant to the agreed
upon investment guideline terms set forth in the investment management agreement. Unlike investors
in the Funds, SMA Clients may impose reasonable mandates, guidelines, or restrictions relating to
investments. For example, SMA Clients may impose limits on concentration, risk, exposure, and
liquidity that may be different from those in the Funds. An SMA directly owns the positions in its
account; therefore, the SMA account owner will typically have full, real-time transparency to all
transactions
and holdings in such account and may be better able to assess the prospects of a portfolio
that is substantially similar to the portfolios of the Funds. The account owner in an SMA may have
the right to withdraw all or a portion of their capital from such managed account on shorter notice
and/or with more frequency than the terms applicable to an investment in the Funds or in private
funds that the Adviser may advise in the future. In addition, Land & Buildings may advise other
SMAs in the future.
The Adviser or the Funds may enter into, deliver and perform side letters or other written agreements
("Side Letter Agreements") with Fund Investors or SMA account owners, establishing rights under,
or supplementing or altering the terms of, its investment, to the extent permitted by applicable law.
Such waivers or modifications may grant special or more favorable rights, including, (i) greater
transparency into the Fund's portfolio, (ii) different or more favorable withdrawal rights, such as more
frequent withdrawals or shorter withdrawal notice periods, (iii) greater information than may be
provided to other Fund Investors, (iv) different fee or incentive compensation terms, (v) more
favorable transfer rights and (vi) key-person notifications.
Although certain investors or SMAs may invest with different material terms, Land and Buildings
generally will only offer such terms if they believe other Fund Investors or SMAs will not be
materially disadvantaged.
Wrap Fee Programs. Land & Buildings does not participate in wrap fee programs.
Assets Under Management. As of December 31, 2023, Land & Buildings managed $650,763,002
in regulatory assets under management. These assets were managed entirely on a discretionary
basis. Land & Buildings does not manage any Client assets on a non-discretionary basis.
Land & Buildings may from time to time identify investment opportunities where it feels it is
appropriate to take an active role in effectuating corporate change in a target either working alone or
in conjunction with other investors. These activist methods include working with management or
other more aggressive steps such as acquiring substantial publicly disclosed stakes in issuers,
proposing a restructuring, recapitalization, sale, or other change in strategic direction, seeking
potential acquirers, engaging in proxy contests, making tender offers, changing management and
other related activities. These investment opportunities often require locked-up capital so that Land
& Buildings can exert the proper amount of influence on the target without the pressure of having to
liquidate securities of the target company in the event of withdrawals. Accordingly, the General
Partner or Land & Buildings may elect, in its sole discretion, to create separate "side pockets" within
the Funds or SMAs each of which will participate in these investment opportunities [(“Special
Investments”) typically alongside the main Fund class.
Participating investors will only participate in Special Investments for which they contribute capital
(and will not participate in the rest of the Fund's portfolio unless they have made a separate investment
in the main Fund class).