The Adviser, headquartered in Chevy Chase, MD, has served as the investment adviser to the
private real estate investment funds (collectively, the “FCP Funds,” and individually, each an “FCP
Fund”) sponsored by FCP since 2008. The FCP Funds are privately offered real estate investment
vehicles that are structured as Delaware limited partnerships, each managed by a general partner
which is an affiliate of the Adviser.
In addition, FCP serves as an investment adviser with non-discretionary authority for a separately
managed account (the “Managed Account”). The FCP Funds and Managed Account may be
referred to as Clients (each a “Client”) throughout this document.
FCP primarily invests in residential real estate assets including multifamily apartment
communities, for sale residential properties, commercial properties, including industrial office and
retail assets, and distressed real estate mortgage and notes. The Adviser’s principal owners are
Esko I. Korhonen and Lacy I. Rice, each with more than 25% ownership interest in the Adviser;
Alex J. Marshall, with 10% but less than 25% ownership interest in the Adviser; Jason J.
Bonderenko and Garland E. Faist with 5% but less than 10% ownership interest in the Adviser,
and Christopher R. Losapio and Erik S. Weinberg with less than 5% ownership interest in the
Adviser (collectively, the “Principals”).
With respect to each FCP Fund, the Adviser forms a wholly-owned and managed subsidiary which
enters into the management agreement with the applicable FCP Fund and its general partner.
Through these subsidiaries, the Adviser provides discretionary investment advisory services to the
FCP Funds and their respective general partners and investment committees. For purposes of this
brochure, when we discuss the services being provided by the “Adviser” or the compensation being
received in connection therewith, we refer to the services being provided by the Adviser or the
compensation being received by the Adviser through such wholly-owned subsidiaries.
The Adviser’s services are tailored to the needs of each Client and include advice on acquiring,
developing, repositioning, managing, financing and disposing of real estate
assets. The Adviser
provides services in accordance with the investment objectives, guidelines, and restrictions in the
partnership agreement (the “Partnership Agreement”) and other offering documents, including the
private placement memorandum, of the applicable Client (the “Governing Fund Documents”).
As of December 31, 2023, FCP manages approximately $3,727,085,914 in discretionary
regulatory assets under management and $357,626,896 in non-discretionary regulatory assets
under management. Although the general partners retain the ultimate decision making authority
under the applicable Partnership Agreements of the FCP Funds, the Adviser reports its assets under
management as being managed on a discretionary basis because the investment decisions with
respect to each FCP Fund’s investments are made by the investment committee of the respective
general partner of the FCP Fund, the voting members of which are the Principals.
The Principals of the Adviser are also the principals of the general partners of the FCP Funds.
These general partners will look to and rely on the registration of the Adviser and are not
themselves registering as investment advisers. In addition, the Adviser’s wholly owned
subsidiaries that are listed in Part 1 of this Form ADV will also look to and rely on the registration
of the Adviser.
Limited partnership interests in the FCP Funds are not registered under the Securities Act of 1933,
as amended (the “Securities Act”), and the FCP Funds are not registered under the Investment
Company Act of 1940, as amended (the “Investment Company Act”), in reliance to the available
exemptions to the registration requirements. Accordingly, interests in the FCP Funds are offered
and sold exclusively to investors satisfying the applicable eligibility and suitability requirements,
either in private transactions within the United States or in offshore transactions.
The Adviser and/or relevant FCP Fund general partner is expected to permit certain investors to
co-invest in portfolio investments alongside one or more FCP Funds, subject to the Adviser’s
related policies and relevant Governing Fund Documents and or Side Letter(s) (as defined herein).