A. Description of advisory firm and principal owners. Dune Real Estate Partners LP, a
Delaware limited partnership, also referred to in this brochure as “Dune”, is a real estate
investment advisory firm which commenced operations on January 1, 2010 and manages
the Dune Real Estate Funds. Dune evolved from Dune Capital Management LP, which
was co-founded by Mr. Daniel M. Neidich, Dune’s founder and Chief Executive Officer,
in 2004 and which previously managed the Dune Real Estate Funds. The indirect principal
owner of Dune is Mr. Neidich, through two entities ultimately principally owned and/or
controlled by him: Dune Real Estate Manager LLC and JSM Investments LLC.
B. Advisory services offered. Dune provides discretionary investment advisory services to
various private partnerships and other private investment vehicles (each, a “Fund” or a
“Client” and, collectively, the “Funds” or “Clients”) each of which focuses on real estate
and real estate-related investme
nts.1 Interests in the Funds are generally offered through
private offerings to qualified U.S. and non-U.S. investors. Dune is affiliated with entities
that serve as the general partners and/or managing members to each of the Funds (each, a
“General Partner” and, collectively, the “General Partners”) and each of the Funds is
controlled by its respective General Partner. The following is a list of each of the General
Partners:
General Partners:
• Dune Real Estate Partners LLC, a Delaware limited liability company
• Dune Real Estate Partners II LLC, a Delaware limited liability company
• Dune Real Estate Partners III LLC, a Delaware limited liability company
• Dune Real Estate Partners IV LLC, a Delaware limited liability company
• DREP III International LLC, a Delaware limited liability company
• Dune Real Estate Manager LLC, a Delaware limited liability company
• DREP II CIV I LLC, a Delaware limited liability company
• DREP III LV CIV LLC, a Delaware limited liability company
• DREP IV International LLC, a Delaware limited liability company
• DREP IV BLC CIV LLC, a Delaware limited liability company
1 “Fund” or “Client” means any fund for which Dune provides investment advice and/or makes
investments or investment recommendations on a discretionary or nondiscretionary basis. The investors
and other persons who invest in the Funds are generally referred to herein as “investors.” Unless otherwise
expressly stated herein, the terms “Fund” and “Client” do not refer to “investors.”
• DREP IV BLC CIV International LLC, a Delaware limited liability
company
• DREP IV NYIP CIV LLC, a Delaware limited liability company
• DREP IV Four106 CIV LLC, a Delaware limited liability company
• DREP IV SR CIV LLC, a Delaware limited liability company
• DREP III 2022 GP LLC, a Delaware limited liability company
The advisory services of Dune and the activities of each of the General Partners are
described in this brochure. Each General Partner is subject to the Investment Advisers Act
of 1940,
as amended (the “Advisers Act”), pursuant to Dune’s registration in accordance
with SEC guidance. The information set forth herein regarding the investment advisory
services provided by Dune shall also apply in respect of the General Partners.
The investment strategy of the Funds to which Dune currently provides investment advice
is generally to focus on high-yielding real estate investments resulting from capital market
dislocation, primarily within the United States. Dune generally seeks to acquire real estate
or real estate-related assets for the Funds across multiple property sectors including, but
not limited to, multifamily, retail, office, industrial and hotel, among others. Investments
take many different forms and structures, including, but not limited to, individual real estate
properties, portfolios and operating companies, as well as real estate-related loans, debt
securities and other participations. Investments generally are made through partnerships,
joint ventures and other structures with third parties as further described herein.
C. Tailoring to individual Client needs. Dune tailors its advisory services to the individual
needs of a particular Fund, as necessary. Each Fund has a set of specific guidelines that
may limit the strategy, size, concentration, geography, type of security and/or terms of the
Fund’s underlying investments as described in each Fund’s governing documents. Dune
generally advises families of Funds each of which include multiple parallel Funds that
generally invest side-by-side based on available capital in certain investments, as well as
feeder vehicles, alternative investment vehicles and co-investment vehicles, in each case
subject to Dune’s policies and each Fund’s governing documents.
Investment advice is provided directly to each Fund itself and not to the individual
investors in the Funds. Although Dune does not provide tailored investment advice to the
individual investors in the Funds, the General Partners and/or the Funds generally enter
into side letter agreements with certain investors which generally modify such investors’
rights or obligations (including, but not limited to, different fee structures, information
rights, co-investment rights, and liquidity or transfer rights) under the governing documents
for a particular Fund as per the terms of each Fund’s governing documents. Certain
investors have entered into side letters with one or more Funds that, in some cases, provide
such investors the right to opt-out of certain investments for legal, policy, tax, regulatory
or other reasons.
Please note, some responses to Items in this brochure vary with respect to certain Funds
that invest in a single investment or a limited number of investments or that are feeder
vehicles, co-investment vehicles or alternative investment vehicles, in each case, the terms
of which are set forth in any such Funds’ governing documents.
D. Wrap fee programs. Dune does not participate in wrap fee programs.
E. Assets under management. As of December 31, 2023, Dune managed approximately
$2,360,593,938 of Client assets on a discretionary basis. Such amount is preliminary and
unaudited.