The Advisory Business and Principal Owners
Artemis Real Estate Partners, LLC (“Artemis” or the “Firm”), the filing adviser, and
Artemis Real Estate Advisors, LLC, a wholly owned subsidiary of Artemis filing as a relying
adviser (“AREA”), are considered to be an integrated investment advisory business and therefore,
are filing a single Form ADV with the SEC pursuant to the Investment Advisers Act of 1940, as
amended (the “Advisers Act”). Throughout this Brochure, references to Artemis (including in the
context of advisory services to SMAs (as defined herein)) will include references to AREA, unless
the context requires otherwise.
Artemis is a private equity real estate investment firm providing advisory services to
commingled, closed-end real estate funds, special purpose investment vehicles for select
institutional and high-net-worth third-party capital and directly to one or more institutional
investors. Founded in September 2009 and headquartered in Chevy Chase, Maryland, Artemis
employs a variety of real estate strategies focused on U.S. commercial real estate private equity
investments.
Artemis was co-founded by Ms. Deborah Harmon (through DLH Capital, LLC) and
Ms. Penny Pritzker (through AREP Investors, L.L.C.), each of whom has over 25 years of
investing experience in the real estate business. Ms. Harmon serves as the Chief Executive Officer
of the Firm. In the course of her over 25 years’ experience in the real estate business before co-
founding Artemis, Ms. Harmon has, among other things, held a leadership role in raising and
deploying capital for multiple US-focused real estate funds and has overseen successful real estate
investments across a wide variety of investment strategies, including significant investments in
debt and distressed real estate assets. Her extensive experience with respect to distressed real estate
assets included acquiring, working out and servicing non-performing loans and distressed real
estate from the Resolution Trust Corporation (RTC) and the Federal Deposit Insurance
Corporation (FDIC). Until June 26, 2013, Ms. Pritzker served as the Chairman of Artemis.
Ms. Pritzker resigned as Chairman of Artemis on June 27, 2013 to assume her role as Secretary of
the United States Department of Commerce. Ms. Pritzker currently remains in a non-operating and
non-policymaking role for Artemis. Ms. Pritzker is the founder and Chairman of PSP Capital
Partners and its affiliate, Pritzker Realty Group. Ms. Harmon and Ms. Pritzker, or their respective
affiliates or related parties, collectively, directly or indirectly, own a majority
interest in Artemis.
In February 2011, Artemis brought in Alex Gilbert, who currently serves as the co-chief executive
officer and indirectly holds a minority stake in the Firm. Certain affiliates of Investcorp Strategic
Capital Partners GP, L.P. (collectively, “Minority Investor”) are an indirect owner of a passive,
non-voting and non-controlling minority interest in Artemis and its affiliates. Additional
information relating to Artemis’ ownership can be found on Schedule A of Artemis’ Form ADV
Part 1.
Advisory Services
Artemis and its affiliates provide real estate investment advisory services to private
investment funds (“Funds”), other special purpose investment vehicle clients (“Separate Account
Vehicles”) and directly to one or more institutional investors (“SMAs” and together with the
Separate Account Vehicles and the Funds, “Clients”). Artemis sponsored Funds are organized as
either commingled, pooled real estate funds or single-investor funds, over which Artemis generally
maintains broad investment discretion, subject to certain investment guidelines and restrictions set
forth in the Funds’ applicable governing documents and investor side letters, provided, however,
that Artemis does not maintain investment discretion with respect to certain Clients. Separate
Account Vehicle clients are generally organized as special purpose vehicles with one principal
outside investor, subject to direct or indirect participation by Artemis or its affiliates. Separate
Account Vehicles have negotiated investment guidelines.
Artemis sponsored Funds include Artemis Real Estate Partners Fund I, L.P. and its parallel
fund, Artemis Real Estate Partners Fund I (NR), L.P. (collectively, “Fund I”), Artemis Real Estate
Partners Fund II, L.P. (“Fund II”), Artemis Real Estate Partners Fund III, L.P. and its parallel
fund, Artemis Real Estate Partners Fund III (Parallel), L.P. (collectively “Fund III”), Artemis
Real Estate Partners Fund IV, L.P. and its parallel funds, Artemis Real Estate Partners Fund IV
(Parallel), L.P., and Artemis Real Estate Partners Fund IV (Parallel-A), L.P. (collectively
“Fund IV”) (Fund IV with Fund I, Fund II, and Fund III, , the “Opportunistic Funds”), Artemis
Real Estate Partners Healthcare Fund I, L.P. (the “HC Fund I”), Artemis Real Estate Partners
Healthcare Fund II, L.P. (“AREP HC Fund II”), Artemis Real Estate Partners Healthcare Fund II
Sidecar-C, L.P. (“HC II Sidecar” and together with AREP HC Fund II, “HC Fund II”) (HC Fund
II together with HC Fund I, the “Healthcare Funds”), Artemis Real Estate Partners Income and
Growth Fund, L.P., its parallel fund, Artemis Real Estate Partners Income and Growth (Parallel)
Fund, L.P. (collectively, “I&G Fund I”) and Artemis Income and Growth Sidecar Fund, L.P.
(“I&G Sidecar” and together with I&G Fund I, the “I&G Funds”) and Artemis Real Estate
Partners Credit Opportunities Fund, L.P. (the “Credit Fund”). The Opportunistic Funds utilize a
value-oriented combination of opportunistic acquisition philosophies with value enhancement
programs, and focus on distressed, mispriced, underperforming, undervalued or
overlooked
investment opportunities where assets or interests in such assets may be acquired below what
Artemis believes to be market value and where Artemis believes that the applicable Fund is able
to enhance value and mitigate risk through active asset management and investment structuring.
The Opportunistic Funds generally focus on middle market opportunities that can benefit from
renovation, repositioning and releasing activities or development opportunities where Artemis
believes real estate equity and debt assets can be purchased or developed to generate attractive
risk-adjusted returns. Fund IV’s investment period is currently open. The Healthcare Funds
generally focus on value-add assets across major real estate product types in the healthcare
industry, including senior apartments, independent living, assisted living, memory care, continuing
care retirement communities, medical office and other healthcare-related facilities and companies
located in the U.S. HC Fund II’s investment period is currently open. The I&G Funds generally
focus on middle market core plus assets where Artemis believes real estate equity and debt assets
can be purchased to generate attractive risk-adjusted returns. The Credit Fund generally focuses
on a broad range of real-estate related debt and debt-like investment opportunities, where Artemis
believes it can originate and manage middle market debt investments to generate attractive risk-
adjusted returns.
The Funds offer interests only to certain qualified investors and admission to each of the
Funds is only via a “private offering” (i.e., is not open to the general public). Limited partnership
interests are sold only to qualified investors who are “accredited investors” under Rule 501 of
Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and “qualified
purchasers” as such term is defined in Section 2(a)(51) of the Investment Company Act of 1940,
as amended (the “Investment Company Act”). Specific details relating to the advisory and
management services provided to the Funds, including details relating to fees, liquidity rights,
investment strategy and risks, amongst others, are fully disclosed in each Fund’s respective
governing documents (e.g., Limited Partnership Agreement(s), Confidential Offering
Memorandum (if applicable), Subscription Booklet) (together, the “Offering Documents”).
Artemis also advises Separate Account Vehicles, which generally use various investment
strategies, including value-add, core-plus, core, “best ideas” and/or debt strategy and in certain
cases, focus on joint ventures with emerging manager partners. Separate Account Vehicles are
generally structured as special purpose vehicles owned by a principal outside investor, subject to
participation by Artemis or its affiliates directly (or indirectly via affiliated special purpose
vehicles established solely for Artemis or its affiliates). Investments for Separate Account Vehicles
are subject to negotiated guidelines and a prior consent of the principal Separate Account Vehicle
investor may be required (in respect of partners and/or investments). Artemis’ Separate Account
Vehicles will be discretionary or non-discretionary depending on whether prior consent for
investments or partners is required. When deemed appropriate or desirable for a large or strategic
investor (and subject to its agreements with current investors), Artemis may establish one or more
additional special purpose vehicles, which may (i) tailor their investment objectives to the specific
investor, and/or (ii) be subject to different terms and fees than those of the Funds. Investment
objectives, fee arrangements and other terms, including approval rights, for Separate Account
Vehicles will be individually negotiated. Separate Account Vehicle relationships would generally
be subject to significant account minimums.
Artemis (through AREA) also provides non-discretionary investment advisory services to
a certain institutional investor with respect to such investor’s investment in a joint venture with an
unaffiliated third-party operating partner. Artemis maintains no investment discretion with respect
to this SMA, and Artemis is subject to negotiated guidelines, restrictions, investment objectives,
fee arrangements and other terms as set forth in the advisory agreement entered into with this
SMA.
Substantially all of Artemis’ revenues are currently expected to be related to real estate
investment advisory and management services provided to real estate Funds, Separate Account
Vehicles and SMAs. Outside of investment advice related to real estate-related investments, the
Firm currently does not offer other advisory services.
Artemis may enter into side letter agreements with certain investors in each Fund that have
the effect of establishing rights under or altering or supplementing the terms of such Fund’s
agreement with respect to such investors that differ from those applicable to other investors in such
Fund. Artemis will provide disclosure of certain side letter terms to investors in the Funds as agreed
with investors or otherwise required under applicable law. Such rights or terms in any such side
letter can include, without limitation, (i) reporting obligations of the general partner, (ii) waiver of
certain confidentiality obligations, (iii) consent of the general partner to certain transfers by such
investor, (iv) rights or terms necessary in light of particular legal or regulatory characteristics of
an investor, (v) co-investment rights and priorities, (vi) specific rights to opt out or be excused
from investments and (vi) certain fee and promote arrangements with respect to such investor.
As of December 31, 2023, Artemis had $5,487,735,434 in discretionary assets under
management and $2,966,121,895 in assets under management on a non-discretionary basis.