Advisory Business and Principal Owners
A. Description of Advisory Business and Principal Owners
Rockpoint, founded in 2003, is a private equity real estate investment management firm that targets a broad range of
real estate-related investments across a variety of asset classes and select geographic regions. Rockpoint is
headquartered in Boston with additional domestic offices in Dallas and San Francisco. Rockpoint is led by Keith Gelb
and Bill Walton (the “Founding Managing Members”), who have been working and investing together for over two
decades, and by its additional Managing Members, Dan Domb, Tom Gilbane, Hank Midgley and Aric Shalev (together
with the Founding Managing Members, the “Managing Members”). Rockpoint Group L.L.C., together with its relying
adviser Rockpoint Industrial Manager, L.L.C., (which is listed in Item 10), is collectively referred to as “Rockpoint.”
Rockpoint currently provides discretionary investment advisory and management services for real estate private
equity funds, single investor funds, and certain co-investment and parallel investment vehicles (the “Funds”).
Rockpoint employs a fundamental value approach to investing and focuses on select product types located primarily
in markets that share a common set of attributes, including: (i) strong and diverse long-term economic drivers; (ii)
favorable demand/supply dynamics, and (iii) long-term liquidity. Rockpoint utilizes a consistent strategy across distinct
return profiles through its opportunistic and growth and income investment programs. Rockpoint focuses on acquiring
assets with intrinsic long-term value, at attractive prices relative to replacement cost and stabilized cash flows, and
with particular emphasis on value creation opportunities and complex situations that offer attractive risk-adjusted
returns due to inefficient pricing.
The Funds are typically formed as limited partnerships with affiliate(s) of Rockpoint acting as the general partners of
the Funds. An affiliate of Rockpoint is the managing member of each general partner. In certain cases, some of the
investment vehicles used to facilitate Fund investments may have corporate or other structures that are not domiciled
in the United States.
Rockpoint is indirectly owned by its six Managing Members (including family trusts thereof) as well as certain
investment funds managed by Blackstone Strategic Capital Advisors, L.L.C. (“BSCH”). BSCH has no authority over
the day-to-day operations or investment decisions of Rockpoint but does have certain customary minority protection
rights. Certain former employees also own passive economic interests in Rockpoint.
B. Types of Advisory Services
Rockpoint provides investment advisory and management services to the Funds. The Funds invest in a broad range
of real estate-related investments. Rockpoint employs a “fundamental value” investment approach, leveraging
Rockpoint’s strengths in sourcing and asset management to target attractive risk-adjusted returns. Rockpoint attempts
to optimize risk-adjusted returns by focusing on acquisitions at discounted values relative to replacement costs,
stabilized cash flows and comparable market sales, as well as avoiding opportunities where key value drivers are not
real estate based. Rockpoint has broad discretion in making investments for the Funds.
An affiliate of Rockpoint provides property management, construction management, project management, owner’s
representative services, operating, office leasing, branding and other services to certain investments of certain Funds
at market rates as verified periodically by independent third parties. Rockpoint anticipates that in the future, Rockpoint
or one or more of its affiliates will provide additional services. See Item 10.
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Specific details relating to the advisory and management services provided to the Funds, including details relating to
fees, liquidity rights and risks, amongst others,
are fully disclosed in each Fund’s confidential offering memorandum,
as supplemented from time to time, and their respective governing documents (e.g., Limited Partnership
Agreement(s)) (together, the “Offering Documents”). Currently, Rockpoint manages multiple funds. Rockpoint Real
Estate Fund III, L.P., Rockpoint Real Estate Fund IV, L.P., Rockpoint Real Estate Fund V, L.P., Rockpoint Real Estate
Fund VI, L.P., Rockpoint Real Estate Fund VII, L.P. and Heritage Fields Co-Investor Members, LLC (together with
their parallel funds, the “Principal Investing Opportunity Funds” and, together with any co-investment or other
related fund vehicles applicable thereto, collectively, the “Opportunity Funds”) and Rockpoint Growth and Income
Real Estate Fund I, L.P., Rockpoint Growth and Income Real Estate Fund II, L.P., Rockpoint Growth and Income Real
Estate Fund III, L.P., Rockpoint Residential Investment Holdings - N, L.P., Rockpoint Industrial Investment Holdings -
A, L.P. (together with their parallel funds, the “Principal Investing Growth and Income Funds” and, together with
Rockpoint SC Holdings, L.P. and its parallel funds and any co-investment or other related fund vehicles applicable to
the foregoing, the “Growth and Income Funds”) comprise the majority of Rockpoint’s assets under management. For
purposes of this Brochure, the “Principal Investing Funds” refers to the Principal Investing Opportunity Funds and
the Principal Investing Growth and Income Funds.
Each investor in the Funds must meet certain eligibility provisions whereby interests/shares are generally only offered
to (i) U.S. investors who are (a) accredited investors within the meaning of Regulation D of the Securities Act of 1933,
as amended (“Accredited Investors”) and (b) qualified purchasers within the meaning of Section 2(a)(51) of the
Investment Company Act of 1940, as amended (“Qualified Purchasers”); and (ii) non-U.S. investors that meet
comparable qualifications.
Admission to the Funds managed by Rockpoint is not open to the general public.
Rockpoint manages the Funds and anticipates in the future sponsoring other investment funds, including successor
Opportunity Funds, successor Growth and Income Funds, single investor funds and single property vehicles, and
engages in other investment activities. Such other funds, accounts or vehicles may include, among others, publicly
listed or open-end funds and/or private funds or accounts focused on (i) debt investments, (ii) liquid or publicly traded
investments, (iii) investments in real estate and real estate related assets suitable for lower risk, lower return funds
such as investments within the “core” space, (iv) minority real estate investments, (v) investments in specific
geographical areas outside of the U.S. and Canada, such as Europe, Asia and/or Latin America and (vi) investments
in companies, even if such companies have substantial real estate holdings or otherwise operate in the real estate or
real-estate related industries. See Item 10.
C. Tailoring of Advisory Services
Rockpoint does not tailor its advisory services to the individual needs of its Funds’ investors, and the investors
generally cannot impose restrictions on Rockpoint’s ability to invest in certain types of investments or securities,
except to the extent set forth in the Offering Documents or in side letters with certain of the Funds’ investors.
D. Wrap Fee Program
Rockpoint neither offers nor participates in wrap fee programs.
E. Assets Under Management
Rockpoint has discretionary authority for all assets under management (“AUM”). Consistent with SEC guidance, the
AUM includes committed capital which its Funds’ investors are obligated to invest when “called” by Rockpoint. As of
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December 31, 2023, the regulatory AUM of Rockpoint was $13,518,683,553. Rockpoint does not currently plan to
manage any client assets on a non-discretionary basis but may do so in the future.