Advisory Business
GTIS Partners
LP1 (the “Firm” or “GTIS”) is a real assets investment Firm headquartered in New
York, with offices in Sao Paulo, Brazil; Los Angeles, California; San Francisco, California; Atlanta,
Georgia; Charlotte, North Carolina; Phoenix, Arizona; Dallas, Texas; Houston, Texas; and Munich,
Germany. GTIS was founded in 2005 as a joint venture with GoldenTree Asset Management
(“GTAM”). In 2011, GTIS became a registered investment adviser, with GTAM retaining a passive
minority shareholder interest. GTIS pursues core-plus, value-added and opportunistic real estate
investments, and since inception has committed approximately $6.28 billion in equity capital to
residential, single family rental, retail, industrial, office, infrastructure, hotel, real estate debt,
land development and mixed-use projects in the U.S. and Brazil. As of December 31, 2023, GTIS
had approximately $4.48 billion in gross assets under managemen
t2.
GTIS offers investment advisory services to:
• Real estate-related investment funds exempt from registration under the Investment
Company Act of 1940, as amended, pursuant to Sections 3(a)(1), 3(c)(5)(C), 3(c)(7) or
3(c)(1) thereof, (each a “Fund” and collectively, the “Funds”);
• Co-investment vehicles that invest side-by-side with a Fund investment (“Co-Investment
Vehicles”); and
• Separate account mandates that generally invest in the same strategies employed by one
or more Funds but with modified investment guidelines tailored to the individual
objectives of the client (“Separate Accounts”).
For purposes of this Brochure, all references to Funds shall also include Co-Investment Vehicles,
unless otherwise noted. Funds, Co-Investment Vehicles and Separate Accounts are collectively
referred to herein as the “Clients”.
In addition to the Clients, GTIS or an affiliate serves as the manager of investment partnerships
and joint venture partnerships. These accounts do not involve investment management of
securities and are therefore not included in this Brochure.
1 For purposes of this filing, GTIS Partners LP includes the GTIS relying advisers, fund general partners and affiliates,
each as described further herein and in GTIS’ Form ADV Part 1.
2 Gross AUM represents the gross portfolio value of real estate and uncalled capital including property level debt
managed by GTIS and our Joint Venture Partners, per the INREV definition of gross assets under management. Gross
AUM also includes the value of real estate owned by Clients that are exempt from registering under Section 3(a)(1)
of the Investment Company Act of 1940, which is not included in the calculation of regulatory assets under
management, as reported in GTIS’ Form ADV Part 1.
GTIS’ Funds include: (i) closed-ended Funds, where each investor makes an up-front
commitment to contribute a stated amount of capital as called by GTIS for investment, and may
not withdraw capital prior to the end of the stated multi-year term of the Fund; and (ii) open-
ended Funds, where capital contributions and withdrawals are permitted at stated intervals (on
a quarterly basis after an initial lock-up period, subject to the general partner’s discretion per
such Funds’ governing documents) at then-current net asset values.
For each Client which is managed on a discretionary basis, a general partner has been
appointed, which has the authority to make investment decisions on behalf of such Client. Each
general partner is deemed to be registered under the Investment Advisers Act of 1940 (“Advisers
Act”) pursuant to GTIS’ registration in accordance with SEC guidance. Each general partner has
contracted with GTIS or an affiliate for day-to-day management of the Clients. For the Funds, the
applicable general partner retains investment discretion and investors do not participate in the
control or management of the Funds. For more information about the general partners of each
Client, please see GTIS’ Form ADV Part 1, Schedule D, Sections 7.A. and 7.B.(1); more information
about GTIS’ relying advisers is available in Form ADV Part 1, Schedule R.
Advisory Services
The principal investment objective of GTIS, on behalf of its Clients, is to seek core-plus, value
added and opportunistic real estate related investments that have the potential for significant
capital appreciation through development, redevelopment, repositioning or improved
management. The investments acquired by GTIS on behalf of its Clients include (depending upon
the investment objectives and/or restrictions of each Client) real estate, real estate related loans
and equity investments in real estate related joint ventures and operating companies. Some of
these investments take the form of private or publicly traded debt and equity securities directly
or indirectly secured by real estate.
GTIS seeks to identify investment opportunities and themes on its own or through its
relationships with real estate operators and developers, and attempts to validate these
opportunities and themes
with due diligence and research. GTIS’ vision of where to find risk-
adjusted value in real estate is constantly evolving based on the top-down findings of its
dedicated research team as well as the bottom-up recommendations of its experienced
investment and asset management teams. GTIS’ investment opportunities typically require real
estate development or re-development, obtaining zoning approvals, leasing or similarly
improving the sales or operating income of the property.
GTIS seeks to apply its own real estate development, construction management and operational
expertise to create value at the property level in its selection of both real estate projects and
third-party operating partners. Where feasible, GTIS will generally use its own development and
construction personnel for its real estate projects. GTIS also uses its financial and structuring
expertise to protect principal, mitigate investment risks and optimize investment returns. The
Firm aims to manage its investments through its in-house capability, but also invests in projects
with third-party joint venture partners. Such joint venture partners manage much of the day-to-
day operations of the real estate projects and add value through investment sourcing, local
market knowledge and/or specialized operational/developmental expertise. GTIS’ asset
management staff maintains an active oversight of the projects and GTIS retains major decision
rights as defined in negotiated agreements with each of its joint venture partners. GTIS also
sources real estate debt transactions for various Client accounts.
Services for the Separate Accounts include acquiring, managing and disposing of assets on either
a discretionary or a non-discretionary basis, depending on each Client, using similar practices to
those mentioned above.
GTIS does not tailor its advisory services to the individual needs of investors (“Investors”) in its
Funds; GTIS’ investment advice and authority for each Fund are tailored to the investment
objectives of that Fund. These objectives are described in and governed by the private placement
memorandum, limited partnership agreement, investment management agreement, side letter
agreements, subscription agreements and other governing documents of the relevant Fund
(collectively, “Governing Documents”) and Investors determine the suitability of an investment
in a Fund based on, among other things, the Governing Documents.
Investors in Funds generally participate in the overall investment program for the applicable
partnership. In accordance with common industry practice, GTIS has entered into side letters or
similar agreements with certain Investors that have the effect of establishing rights under, or
altering or supplementing, a Fund’s partnership agreement. Examples of side letter provisions,
restrictions and limitations that GTIS has entered into include reporting provisions, notification
provisions, certain fee arrangements, provisions whereby Investors have expressed an interest
in participating in co-investment opportunities, advisory board representation, “most favored
nations” provisions, prohibitions on investing in a particular country, a limitation on how much
capital is permitted to be invested in a single investment or a limitation on the incurrence of
unrelated business taxable income. Side letters are negotiated at the time of the relevant
Investor’s capital commitment, and once invested in a Fund, Investors generally cannot impose
additional investment guidelines or restrictions on such Fund. There can be no assurance that
the side letter rights granted to one or more Investors will not in certain cases disadvantage other
Investors.
GTIS advises Separate Accounts on both a discretionary and a non-discretionary basis. The
owners of these Separate Accounts have specific investment restrictions and limitations, which
are typically set forth in agreements negotiated between GTIS and such Separate Account.
Principal Ownership
InSite Partners LP, which is controlled and principally owned indirectly by Thomas M. Shapiro,
GTIS’ President and Chief Investment Officer, is the principal owner of GTIS and has voting control
over GTIS. GTAM also maintains a passive, non-voting minority ownership interest in GTIS
Partners LP. GTAM does not have any authority over the day-to-day operations or investment
decisions of GTIS as it relates to the Funds, but does have minority protection rights. GTAM does
not have representation on the advisory boards of any of the GTIS Funds. For more information
about GTIS’ owners and executive officers, please see GTIS’ Form ADV Part 1, Schedules A and B.
For more information about the conflicts of interest inherent in third-party ownership of the
management company, see Item 8, Conflicts of Interest.
Regulatory Assets Under Management
As of December 31, 2023, GTIS managed approximately regulatory assets under management of
$2.605 billion. Of this amount, $1.739 billion is managed on a discretionary basis and $866.55
million is managed on a non-discretionary basis. The calculation of regulatory assets under
management duplicates certain assets managed by GTIS to the extent that such assets are
invested in other GTIS Clients.