ADVISORY BUSINESS
Summary
Aetos Capital Real Estate, LP (“Aetos Capital Real Estate” or “ACRE”), through several
investment advisory subsidiaries, provides discretionary and non-discretionary investment and
asset management services primarily to the closed-end, privately offered investment funds
described on Schedule D of our Form ADV (each, a “Fund”; collectively, the “Funds”). ACRE and
various related entities act as the sponsor, managing member, general partner (or preferred
shareholder) and/or investment adviser of the Funds, which are typically organized as limited
partnerships, limited liability companies and/or exempted companies formed under the laws of
Delaware or the Cayman Islands. The Funds are generally commingled investment vehicles in
which large institutions (such as public and corporate pension plans) and other qualified investors
have invested through private offerings1. Each Fund may include multiple parallel vehicles that
invest side-by-side based on available capital, as well as special purpose investment vehicles
formed for tax, legal, regulatory or other reasons to facilitate a Fund’s investment activities.
The Funds were organized to invest in real estate assets and portfolios of assets and real estate-
related entities in Asia and principally in Japan and Greater China. Fund investments have
historically spanned several sectors including office, retail, residential, hospitality, land and other
property types and numerous investment structures including standalone real estate assets,
portfolios of real estate assets, joint ventures and operating companies, as well as real estate-related
debt instruments. Among other things, the Funds have targeted distressed assets for which there
appeared to be significant potential to add value through active financial and asset management.
In addition to advising the Funds, from time to time Aetos Capital Real Estate enters into
arrangements to manage one or more discretionary or non-discretionary separate accounts that
make investments in real estate and real estate-related investments (each, a “Client”; collectively
with the Funds, “Clients”). Each Client is managed in accordance with its governing agreements
and accordingly it should be noted that some responses in this brochure may vary with respect to
certain Clients that invest in single investments or a limited number of investments with customized
terms. In the case of non-discretionary clients, the underlying investors have reserved some or all
of the authority otherwise granted to ACRE by discretionary Clients to acquire, dispose and manage
Client assets.
The scope of our investment advisory services generally includes: (1) researching investment
opportunities and developing strategies and underwriting practices to capitalize on them in a
manner appropriate for each Client; (2) identifying, evaluating, performing due diligence of,
negotiating, structuring, financing and consummating acquisitions; (3) monitoring and managing
existing assets with the goal of maximizing value; (4) managing the disposition of investments; (5)
managing a Client’s business affairs including cash management, financial reporting, accounting
and tax filings; and (6) providing services for the benefit of the underlying investors in each Client
including customary investor relations functions. The services performed for a particular Client
may vary in accordance with the specific agreements we enter into with such Client. In providing
1 Throughout this brochure, references to the “Funds” or to “Clients” are distinct from references to the
underlying investors in such vehicles.
services to Clients, we rely on certain non-U.S. subsidiaries that provide local resources and
expertise in the regions in which we invest Client assets. Such non-U.S. subsidiaries are
“participating affiliates” as further discussed in Item 10.
Our business was established in 2001 in connection with the launch of the first Fund. Today, Aetos
Capital Real Estate and its affiliates have offices in Tokyo, Hong Kong, and New York. The firm’s
sole principal owner is Scott M. Kelley. Aetos Capital Real Estate is a Delaware limited
partnership. Its sole general partner is Aetos Capital Real Estate, LLC, which is also principally
owned by Scott M. Kelley.
For reasons relating to our historical business structure, we originally registered in the name of
ACA II Advisors, LLC (the “Original Registrant”). Each of our affiliated investment advisory and
general partner entities were designated as “relying advisors” of the Original Registrant in
accordance with the position expressed by the SEC in its no-action letter issued to the American
Bar Association on January 18, 2012. Following a reorganization effectuated in August 2013, Aetos
Capital Real Estate remained the sole member (or general partner) of each of our affiliated
investment advisory entities, ceased to own any interest in other lines of business that did not relate
to real estate investment management and changed its name from Aetos Capital, LP. Accordingly,
although Aetos Capital Real Estate is listed as a “relying advisor” on our Form ADV, it is the legal
parent of our affiliated advisors and the legal employer of our advisory personnel (other than
personnel employed directly by a participating affiliate), and would have been the Form ADV
registrant if the reorganization had occurred prior to the Original Registrant’s
filing. Each of our
related advisory entities intends to conduct its activities in accordance with the U.S. Investment
Advisers Act of 1940, as amended, and the rules thereunder (the “Advisers Act”) and any employee
acting on behalf of a Client is subject to the supervision and control of Aetos Capital Real Estate.
Throughout our Form ADV, references to “Aetos Capital Real Estate”, “ACRE”, “we”, “us” or
“our” include our affiliated advisory entities and the advisory personnel associated with them.
New York
ACRE’s senior management team is based in New York. The senior management team oversees
all of the operations of the Aetos Japan and ACRE China teams described below, and is responsible
for all investment recommendations to Clients. In addition, our New York office oversees
(i) investor relations and fundraising (including identifying prospective investors and
communicating with existing and prospective investors regarding the Funds’ investment activities
and performance), (ii) investment evaluation and monitoring, (iii) fund finance and reporting and
(iv) tax, legal and regulatory matters. In collaboration with our participating affiliates, the New
York team is also responsible for identifying opportunities to enhance Client performance and
determining strategies with respect to holding periods and disposition timing.
Japan
Our subsidiary Aetos Japan, LLC (“Aetos Japan”) employs real estate professionals focused on
investments in Japan. Aetos Japan provides a full range of acquisition and asset management
services and collaborates with ACRE with regard to (1) the sourcing, investigation and evaluation
of potential investment opportunities that may be within the scope of a particular Client’s
investment strategy and objectives, (2) performing due diligence, advising ACRE as to the
condition of potential acquisitions and making pricing recommendations, (3) obtaining debt
financing for investments and (4) investment structuring, negotiation and execution. Following the
acquisition of an investment, Aetos Japan is integrally involved in developing and executing a
business plan for the ongoing management of the investment, consistent with the overall strategy
determined by ACRE. Aetos Japan is generally responsible for day-to-day asset management of
Client investments in Japan (including leasing and asset repositioning), consistent with the agreed
upon business plans, while at all times ACRE’s senior management oversees investment strategy
and decisions.
China
Our subsidiary Aetos Capital Asia Limited (“ACRE China”) employs real estate professionals
focused on investments in Greater China. ACRE China provides a full range of acquisition and
asset management services, including investment sourcing and due diligence, evaluation and
selection of prospective joint venture partners, assistance with financing arrangements and
investment structuring, negotiation and execution. With respect to each prospective investment,
ACRE China discusses its analysis and conclusions with ACRE’s senior management in New York.
After a Client consummates an investment in China, ACRE China is integrally involved in
monitoring activities and performs various asset management services such as finance, accounting
and oversight services for joint venture and project companies.
Customized Advisory Services
Our advisory services are tailored to meet the specific investment objectives and requirements set
forth in the governing documents applicable to each Client (e.g., partnership agreement, articles of
association, investment management agreement). The investment objective may be described in
terms of targeting a portfolio of investment opportunities that are expected at the time of
underwriting to generate returns within a range typically expected of other “opportunistic”, “value-
added” or “core” real estate investments, as the case may be. The governing documents of each
Client typically define a strategy and impose certain investment restrictions such as the type and
geographic location of investments, typical size, maximum leverage and the percentage of a
Client’s assets that may be invested in a single asset. Any such restrictions apply to each Client as
a whole. We do not provide investment advice to underlying investors in the Funds based on their
individual needs nor do we participate in wrap fee programs. However, we may enter into side
letter agreements with certain investors in a Fund which expand or otherwise modify such
investors’ rights or obligations under the operating agreements for such Fund subject to its
governing documents and applicable law.
Assets Under Management
As of December 31, 2022, Aetos Capital Real Estate had approximately $233,451,902 of assets
under management, all of which was managed on a discretionary basis. Such amounts, and the
amounts stated in Item 5 of Part 1, exclude debt incurred by Client subsidiaries in connection with
portfolio acquisitions or other activity at the project company level if such activity is not
consolidated within the financial statements of the relevant Client pursuant to U.S. generally
accepted accounting principles. Based on estimated fair market values, as determined by Aetos
Capital Real Estate, we had approximately $233,451,902 of total assets under management as of
December 31, 2022 with respect to which we provided investment management services.