Rubenstein Partners, L.P. (“Adviser”) is a Delaware limited partnership that provides
investment advisory services to its Clients (defined below). Adviser has been in business
since 2005. The principal owner of the Adviser is David B. Rubenstein, its Founder and
Senior Managing Principal.
Adviser’s primary clients are Rubenstein Properties Fund II, L.P. (“Fund II”), Rubenstein
Properties Fund III, L.P. (“Fund III”), Rubenstein Properties Fund IV, L.P. (“Fund IV”),
Rubenstein Mortgage Fund, L.P. (“Debt Fund”). Rubenstein Property Fund I (previously
recognized as a Client) has been liquidated and proceeds distributed and is no longer
considered a Client. Fund II, Fund III, Fund IV and Debt Fund are sometimes referred to
individually as a “Fund” and together as the “Funds”. The General Partner of Fund II is
Rubenstein Properties Fund II GP, L.P. (the “General Partner II”). The General Partner of
Fund III is Rubenstein Properties Fund III GP, L.P. (the “General Partner III”). The General
Partner of Fund IV is Rubenstein Properties Fund IV GP, L.P. (the “General Partner IV”).
The General Partner of the Debt Fund is Rubenstein Mortgage Fund GP, LLC (the “General
Partner Debt Fund”). General Partner II, General Partner III, General Partner IV, and
General Partner Debt Fund are all affiliates of the Adviser and are sometimes referred to
individually as a “General Partner” and together as the “General Partners”.
Adviser no longer considers TRC Associates Limited Partnership (“TRCALP”) to be a Client.
TRCALP holds no securities nor is it actively seeking or making any investments (and does
not expect to do so in the future).
The Funds collectively are the “Clients” and each a “Client.” “Client” means an advisory client
of Adviser as understood under the Investment Advisers Act of 1940 and includes a Private
Fund. Unless specifically indicated to the contrary in this Brochure, the term “Client” does
not include any REIT Client or Co‐Investor Client. “REIT Client” means an advisory client
of Adviser that (i) is a subsidiary of a Client; and (ii) has elected to qualify as a real estate
investment trust within the meaning of Section 856 of the United States Internal Revenue
Code of 1986, as from time to time amended, and any successor thereto.
Adviser provides investment advisory services to each Fund with respect to its investments,
which investments are made and held through subsidiary entities, including, in some
instances, one or more REITs (defined below). Adviser’s advice is provided exclusively to
each Fund and not to its subsidiary REIT or other subsidiaries. Further, no investment
advisory fee or compensation is paid to the Adviser by any REIT. Nevertheless, the Adviser
is currently treating, Rubenstein Properties REIT II, LLC ("REIT II"), Rubenstein
Properties
REIT III, LLC ("REIT III"), Rubenstein Mortgage REIT, LLC, (“Mortgage REIT”) and Kent
Avenue Properties SUB‐REIT LLC ("Sub‐REIT ") as REIT Clients. REIT II, REIT III, Mortgage
REIT and Sub‐REIT are sometimes referred to individually as a “REIT” and together as the
“REITs”.
Adviser may also provide administrative services to certain “Co‐Investment Entities” [i.e.
entities that make minority investments into a real estate investment subsidiary of a Fund
that is a Client of the Adviser]. Typically, Adviser’s advice is provided to the General
Partners and Funds and not to the Co‐Investment Entities themselves. In certain
situations, the Adviser may provide administrative services directly to a Co‐Investment
Entity or investors in the Co‐Investment Entities. Based on the specific facts and
circumstances, certain Co‐Investment Entities may be treated as Clients of the Adviser.
Currently, the Adviser treats CBCC Co‐Investors I, LLC, CBCC Co‐Investors II, LLC, and CBCC
Co‐Investors III, LLC as Co‐Investor Clients.
The Funds seek to invest in real estate assets and real estate related assets, with a focus on
office‐related assets in the United States. These assets include but are not limited to:
interests in privately or publicly held operating companies and real estate related
businesses; commercial mortgage backed securities; indebtedness secured by real property
or secured by interest in entities owning real property; equity interests in entities that own
or operate real property or other real estate related assets; and interests in any amounts
escrowed, reserved or otherwise set aside with respect to any real property or other real
estate related assets.
Adviser’s investment advisory services to the Funds consist of management, advice,
guidance, recommendations, as well as assistance and other consulting services (collectively,
the “Fund Management Services”). These tasks include, but are not limited to, identifying
and evaluating investment opportunities, negotiating investments, managing, enhancing and
monitoring investments and disposing of such investments.
Adviser tailors its advisory services to the individual needs of its Clients in accordance with
each Client’s constituent documents. Investors should consider whether the investment
objective and strategy of the respective Funds are in line with their investment objectives
and risk tolerances and that they have sufficient expertise to make the decision to invest
because the Adviser does not provide individualized advice to investors in the Funds.
As of December 31, 2023, the Adviser managed approximately $681,000,000 of Regulatory
Assets Under Management (as defined by the SEC) on a discretionary basis and does not
manage any assets on a non‐discretionary basis.