A. Describe your advisory firm, including how long you have been in business.
Identify your principal owner(s).
Jamestown, L.P. (“Jamestown”) is a privately owned federally registered investment advisor
that provides investment management services to pooled investment vehicles and other
funds, as further described below. Jamestown is a Georgia limited partnership founded in
1983 as an investment and management company focused on income-producing real estate
in the United States. Since inception Jamestown has expanded from a regional property
investor into a national, vertically integrated real estate operator with U.S. offices in Atlanta,
New York, Boston, Los Angeles, and San Francisco, along with affiliate offices in Amsterdam,
Netherlands, Bogotá, Colombia and Cologne, Germany. Jamestown’s owners include:
Christoph A. Kahl, Ute Kahl, Matt Bronfman and Michael Phillips.
B. Describe the types of advisory services you offer. If you hold yourself out as
specializing in a particular type of advisory service, such as financial planning,
quantitative analysis, or market timing, explain the nature of that service in greater
detail. If you provide investment advice only with respect to limited types of
investments, explain the type of investment advice you offer, and disclose that your
advice is limited to those types of investments.
Jamestown provides investment management services consisting of portfolio management
and investment management services for pooled investment vehicles and other funds. As
used herein, “Fund” refers to Private Funds, Non-Alternative Investment Funds, and the US
Investor Real Estate Fund (all of which are considered “clients” in the ADV Part 1). Non-
Alternative Investment Funds are those that were organized and syndicated prior to July 22,
2013 and not subject to the Alternative Investment Fund Managers Directive. Launched in
September 2019, the US Investor Real Estate Fund (Jamestown Invest 1, LLC) was first
offered to accredited investors under Regulation D of the Securities Act of 1933. After
completion of the Regulation D offering and the subsequent qualification by the SEC, the fund
is being offered more broadly under Regulation A of the Securities Act of 1933.
Jamestown specializes in investments in the office, retail, multi-family and mixed-use real
estate sectors, as well as in timber properties, either directly or through majority owned
subsidiaries. Jamestown or an affiliate acts as the general partner for each Fund who
identifies and recommends investment opportunities for the Funds, monitors and evaluates
the investments of the Funds, and makes recommendations regarding the purchase and/or
sale of investments by the Funds. Jamestown’s vertical integration comprises most real
estate disciplines including acquisitions, capital markets, property management, asset
management, retail leasing, design, development, construction, creative, tax, accounting,
legal, sustainability and risk management.
Jamestown, L.P. 5 March 26, 2020
A related party currently owns, and may own from time to time in the future, investments
directly in and/or outside of any Fund or through a proprietary account. Jamestown does
not advise such accounts with regard to investing in, purchasing, or selling securities and
does not maintain custody over such assets. Jamestown also advises and sponsors two
German Investor closed-end timber funds and one closed-end institutional timber fund
(“Closed-End Timber Funds”). These proprietary accounts and Jamestown’s Closed-End
Timber Funds are not included in Regulatory Assets under Management or reported in
dollars in custody and are not considered “clients” in the ADV Part 1.
Jamestown serves as the investment adviser to each of thirteen pooled investment vehicles
consisting of:
two Non-Alternative Investment Funds: (i) Jamestown Co-Invest 5, L.P. and (ii)
Jamestown 27, L.P.;
eleven Private Funds: (i) Jamestown 29 L.P. & Co. geschlossene Investment KG, (ii)
Jamestown 30 L.P. & Co. geschlossene Investment KG, (iii) Jamestown 31 L.P. & Co.
geschlossene Investment KG, (iv) Jamestown Latin America Fund, L.P., (v) Jamestown
Timberland Fund, L.P. (Jamestown’s Open-End Timber Fund not to be confused with
the Closed-End Timber Funds described above) (vi) Jamestown Premier Property
Fund, L.P., and four parallel funds of Jamestown Premier Property Fund, L.P., (vii)
Jamestown Premier Property Fund (Class Q), L.P., (viii) Cologne Holdings, L.P., (ix)
Jamestown Premier Property Fund (OP Feeder), L.P., (x) Jamestown Premier
Property Fund (German Feeder), L.P, and (xi) 1155B Co-Investment, L.P.;
and one fund offered under Regulation A and Regulation D of the Securities Act of 1933:
Jamestown Invest 1, LLC.
Five funds for which Jamestown serves as the investment adviser are closed-end funds that
invest in real estate in the United States and are offered exclusively to German investors:
Jamestown 29 L.P. & Co. geschlossene Investment KG, Jamestown 30 L.P. & Co. geschlossene
Investment KG and Jamestown 31 L.P. & Co. geschlossene Investment KG (collectively, the
“Alternative Investment Funds”) and the two Non-Alternative Investment Funds. The
Alternative Investment Funds were syndicated in Germany after July 22, 2013 and are
subject to the Alternative Investment Fund Managers Directive and to the supervision of the
Bundesanstalt für Finanzdienstleistungsaufsicht (“BaFin”). Collectively, the three
Alternative Investment Funds and the two Non-Alternative Investment Funds are referred
to as the “German Investor Real Estate Funds”.
C. Explain whether (and, if so, how) you tailor your advisory services to the individual
needs of clients. Explain whether clients may impose restrictions on investing in
certain securities or types of securities.
Jamestown tailors its services to the specific needs of each particular Fund by complying
with the terms of each Fund’s governing documents. Jamestown or its affiliates have entered
into agreements that alter or supplement an investor’s economic, legal or other rights or
obligations with respect to such investor’s investment in a Private Fund (commonly referred
Jamestown, L.P. 6 March 26, 2020
to as “side letters”). Such agreements involve, among other matters, certain investors
receiving different economic returns, agreements to permit certain transfers of interests in
the Private Funds, and modifications to subscription agreements. Such agreements are
solely at the discretion of Jamestown or such affiliates.
D. If you participate in wrap fee programs by providing portfolio management
services, (1) describe the differences, if any, between how you manage wrap fee
accounts and how you manage other accounts and (2) explain that you receive a
portion of the wrap fee for your services
Jamestown does not participate in wrap fee programs.
E. If you manage client assets, disclose the amount of client assets you manage on a
discretionary basis and the amount of client assets you manage on a non-discretionary
basis. Disclose the date “as of” which you calculated the amounts.
As of December 31, 2019, Jamestown managed $8,350,130,318 in assets based on gross asset
value for the funds including uncalled but committed capital (Regulatory Assets under
Management, “RAUM”). Of the RAUM, Jamestown managed $7,959,097,437in assets on a
discretionary basis and $391,032,881 in assets on a non-discretionary basis.
As stated above, the proprietary accounts and Jamestown’s Closed-End Timber Funds are
excluded from our RUAM but increase our assets under management by $1,638,973,387 in
discretionary assets to a total assets under management of $9,989,103,704 based on the
gross asset value for the funds.
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A. Describe how you are compensated for your advisory services. Provide your fee
schedule. Disclose whether the fees are negotiable.
Jamestown charges Funds asset management fees for its services. Asset management fees
are calculated in accordance with each Fund’s limited partnership agreement and are
generally a percentage of capital contributions or a percentage of net asset value. The
Jamestown Premier Property Fund and the Jamestown Timberland Fund limited partnership
agreements allow for a range of asset management fees based on the aggregate amount of
capital commitments made by investors, and Jamestown has granted aggregation benefits to
investors advised by the same advisors. As required in the limited partnership agreement,
JPPF Co-Investment, L.P. (a limited partner of the Jamestown Premier Property Fund, L.P.)
made the required investment on behalf of the fund’s general partner. JPPF Co-Investment,
L.P. does not pay any asset management fees. JPPF Management Co-Investment (a limited
partner of Jamestown Premier Property Fund, L.P.) comprises a group of Jamestown
employees and pays the lowest asset management fee available to investors. Jamestown
Timberland Co-Investment, L.P. (a limited partner of the Jamestown Timberland Fund, L.P.)
comprises Jamestown and a group of Jamestown employees. As required in the limited
Jamestown, L.P. 7 March 26, 2020
partnership agreement, Jamestown Timberland Co-Investment, L.P. made the required
investment on behalf of the fund’s general partner. While Jamestown Timberland Co-
Investment, L.P. does not pay an asset management fee, distributions received by it from
Jamestown Timberland Fund, L.P. will be net of an advisory fee paid to the general partner.
The advisory fee constitutes a portion of the asset management fee paid to the general
partner by Jamestown Timberland Fund, L.P. As contemplated in the Latin America Fund
partnership agreement, if Jamestown or a Jamestown affiliate receives asset level
management fees from project entities in Latin America, the fund level asset management
fees will be reduced on a dollar for dollar basis.
Jamestown and Jamestown affiliates also receive incentive based compensation (as outlined
in more detail under Item 6).
The German Investor Real Estate Funds generally provide for the fees listed below in
addition to the asset management and incentive fees discussed above:
With respect to German Investor Real Estate Funds, Jamestown or a Jamestown affiliate
receives a subscription fee or commission which is calculated as a percentage of capital
contributions paid to the Fund in order to cover commissions paid to third party
salespersons.
With respect to certain German Investor Real Estate Funds, Jamestown or a Jamestown
affiliate receives a syndication fee as a percentage of capital contributions paid to the Fund
or are otherwise reimbursed for marketing costs, prospectus preparation and reviews,
organizational expenses, printing costs for the prospectus, and fees paid to escrow agents.
With respect to German Investor Real Estate Funds, Jamestown receives an acquisition fee
equal to a percentage of the asset purchase price at the time of acquisition.
With respect to German Investor Real Estate Funds, Jamestown receives disposition fees
equal to a percentage of the gross sales price of a property at the time of sale, less brokerage
commissions payable to third parties.
With respect to German Investor Real Estate Funds, Jamestown or a Jamestown affiliate
receives annual fund administration or fund management fees during the Fund’s investment
period which is calculated as a percentage of capital contributions or a percentage of average
net asset value for the relevant Fund.
With respect to German Investor Real Estate Funds, Jamestown or a Jamestown affiliate
receives a fee equal to all interest income earned by the Fund or its subsidiaries each year
subject in certain cases to a minimum and maximum as compensation for assuming general
partner liability and to assume the tax on the interest income and mitigate the burden
associated with such income to German investors.
Jamestown Invest 1, LLC, is offered exclusively to U.S. investors. The US Investor Real Estate
Fund, which invests in real estate in urban infill locations in the United States, generally
Jamestown, L.P. 8 March 26, 2020
provides for the fees listed below in addition to asset management and incentive fees
discussed above:
With respect to the US Investor Real Estate Fund, Jamestown receives disposition fees equal
to a percentage of the gross sales price of a property at the time of sale, less brokerage
commissions payable to third parties.
With respect to the US Investor Real Estate Fund, Jamestown or a Jamestown affiliate
receives an annual fund administration fee which is calculated as a percentage of average
net asset value of the Fund.
The relevant private placement memorandum, offering circular or prospectus, together with
each Fund’s governing documents, include further details on fees and compensation and
related matters.
B. Describe whether you deduct fees from clients’ assets or bill clients for fees
incurred. If clients may select either method, disclose this fact. Explain how often you
bill clients or deduct fees.
All fees and performance-based allocations (see below) are paid by the Funds directly to
Jamestown or a Jamestown affiliate. Fees are payable upon initial subscriptions and
additional capital calls to investors, asset acquisition, asset disposition, monthly, or quarterly
and paid either as a result of a capital call to investors, as a property level expense, as a fund
level expense or deducted from distributions to investors.
C. Describe any other types of fees or expenses clients may pay in connection with
your advisory services, such as custodian fees or mutual fund expenses. Disclose that
clients will incur brokerage and other transaction costs, and direct clients to the
section(s) of your brochure that discuss brokerage.
The following is a non-exclusive list of fees and/or expenses that the Funds pay directly to
third parties from time to time: legal fees, regulatory filing fees, accounting fees, audit fees,
custodial fees, appraisal fees, tax advisory fees, depositary fees and transaction fees.
With respect to certain Funds, Jamestown and its affiliates also receive property
management fees, leasing commissions, construction management fees, development fees,
and other similar fees. To the extent permitted under the applicable Fund’s governing
documents, Funds also reimburse Jamestown or its affiliates for the cost of providing legal,
risk management, accounting, tax, architectural, marketing, design, creative and other
professional services. Reimbursement generally includes personnel compensation,
employment cost, and travel plus related overhead costs (including but not limited to rent,
utilities and technology costs) allocable thereto based on the time expended by the
employees providing such services.
Jamestown, L.P. 9 March 26, 2020
Jamestown occasionally invests in assets where the investment opportunity is shared with a
joint venture partner (“JV Partner”) that provides equity and/or services to the project. JV
Partners can receive compensation in the form of management fees or incentive allocations
when investments outperform certain hurdles. This compensation is typically paid to the JV
Partner by the underlying asset, which is an indirect expense to the Funds.
For more information, please see Item 6 (Performance-Based Fees and Side-By-Side
Management).
D. If your clients either may or must pay your fees in advance, disclose this fact.
Explain how a client may obtain a refund of a pre-paid fee if the advisory contract is
terminated before the end of the billing period. Explain how you will determine the
amount of the refund.
Asset Management Fees for German Investor Real Estate Funds are generally paid at the
beginning of the month by the applicable property. The fee is based on either estimated net
asset value or invested, unreturned capital and is adjusted during a subsequent payment to
reflect the actual amount due.
The fund administration or fund management fee for German Investor Real Estate Funds are
generally paid monthly or quarterly. The fee is based on either estimated net asset value or
contributed capital and is adjusted during a subsequent payment to reflect the actual amount
due.
Asset Management Fees for Jamestown Latin America Fund, L.P. are paid at the beginning of
the quarter by investors (for Jamestown Latin America Fund, L.P.) and are based on
unfunded, committed capital and invested, unreturned capital. This fee is adjusted during
the subsequent payment to reflect the actual amount due if capital is returned during the
quarter.
E. If you or any of your supervised persons accepts compensation for the sale of
securities or other investment products, including asset-based sales charges or
service fees from the sale of mutual funds, disclose this fact and respond to Items 5.E.1,
5.E.2, 5.E.3 and 5.E.4.
Neither Jamestown nor its supervised persons accepts compensation for the sale of
securities or other investment products.
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Management
If you or any of your supervised persons accepts performance-based fees – that is, fees
based on a share of capital gains on or capital appreciation of the assets of a client
(such as a client that is a hedge fund or other pooled investment vehicle)- disclose this
Jamestown, L.P. 10 March 26, 2020
fact. If you or any of your supervised persons manage both accounts that are charged
a performance-based fee and accounts that are charged another type of fee, such as an
hourly or flat fee or an asset –based fee, disclose this fact. Explain the conflicts of
interest that you or your supervised persons face by managing these accounts at the
same time, including that you or your supervised persons have an incentive to favor
accounts for which you or your supervised persons receive a performance-based fee,
and describe generally how you address these conflicts.
All of the Funds are subject to performance-based fees.
Performance-based fees, including incentive fees, or carried interest profit allocations, are
subject to regulation under Rule 205-3 under the Investment Advisers Act of 1940, as
amended (the “Advisers Act”). Jamestown seeks to ensure that any Fund or investors in a
Fund that are directly or indirectly assessed performance-based fees or are subject to carried
interest profit allocations satisfy the qualifications of Rule 205-3 and have been advised of
such fees or allocations and their risks.
The Funds pay performance-based fees to the general partner if certain performance hurdles
are met after the limited partners have received a certain return. The manner of calculation
and the application of performance-based distributions or carried interest profit allocations
are disclosed in the Funds’ governing documents which provide for such distributions.
The existence of the performance-based fees may create an incentive for the general
partners to make riskier or more speculative investments on behalf of the Funds than would
be the case in the absence of such arrangements or may influence the general partner’s
decision-making with respect to the timing of dispositions.
From time to time, Funds with specified investment objectives which are similar are
managed in a similar way and invest in the same assets. Investment opportunities which
satisfy the investment parameters of more than one Fund will be allocated in accordance
with Jamestown’s policies and procedures and in accordance with the applicable provisions
of the Fund’s governing agreements (the offering memorandum and/or the Fund’s limited
partnership agreement). Jamestown’s policies and procedures for the allocation of
investments are monitored by Jamestown’s Chief Compliance Officer and General Counsel.
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Describe the types of clients to whom you generally provide investment advice, such
as individuals, trusts, investment companies, or pension plans. If you have any
requirements for opening or maintaining an account, such as a minimum account size,
disclose the requirements.
Jamestown provides services to Private Funds, Non-Alternative Investment Funds and the
US Investor Real Estate Fund. Jamestown has the discretionary authority, subject in certain
cases to approval requirements of the relevant Fund’s Advisory Committee to buy or sell, or
Jamestown, L.P. 11 March 26, 2020
determine the assets to buy or sell, without the prior consent of investors in the Funds
(except with respect to its three non-discretionary Funds, which each own interests in one
real estate asset); provided, however, that in the case of the Alternative Investment Funds,
the delegated external Kapitalverwaltungsgesellschaft (“KVG”, a German regulated
investment manager and affiliate of Jamestown), has the discretionary authority to buy or
sell, or determine the assets to buy or sell, without the prior consent of investors in the
Alternative Investment Funds. Client investors typically include individuals, public pension
plans, insurance companies, private pension plans, sovereign wealth funds or foreign
institutions as well as non-U.S. persons residing in Germany and, with respect to the US
Investor Real Estate Fund, individuals who are citizens and residents of the United States.
Jamestown has no minimum requirements for opening or maintaining an account; however,
certain Funds themselves require that investors in the Funds meet a minimum capital
commitment. Such minimums are set by the Funds and their general partners. The
minimum capital commitments required by each Fund differ.
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Loss
A. Describe the methods of analysis and investment strategies you use in formulating
investment advice or managing assets. Explain that investing in securities involves
risk of loss that clients should be prepared to bear.
As more fully described in each Fund’s offering documents, Jamestown invests in real estate
and in equity interests in entities holding interests in real estate for the benefit of its
Funds. Jamestown’s investment strategy for its Funds consists of acquiring real estate,
actively managing, repositioning and otherwise adding value to such real estate, and selling
such real estate. In some cases, Jamestown also adds value by developing land acquired by
its Funds and by modifying and improving buildings owned by its Funds. Jamestown’s
extensive investment process is led by experienced senior professionals in acquisitions,
capital markets, asset management, risk management, legal, leasing, design, marketing,
construction and development, sustainability and portfolio management to contribute to
every stage of an investment, from underwriting through disposition.
Each Fund’s offering documents include more detailed disclosure of the risks of investing in
the relevant Fund, and any prospective investor is urged to read such documents carefully
before making an investment in any Fund.
Jamestown also acquires, manages and sells timber properties for Jamestown’s Open and
Closed-End Timber Funds, concentrating on sites featuring pine stumpage in the
southeastern U.S. Jamestown seeks to maximize the gain derived from the sale of both
timber and the underlying real property for its Timber Funds.
Jamestown, L.P. 12 March 26, 2020
B. For each significant investment strategy or method or analysis you use, explain the
material risks involved. If the method of analysis or strategy involves significant or
unusual risks, discuss these risks in detail. If your primary strategy involves frequent
trading of securities, explain how frequent trading can affect investment
performance, particularly through increased brokerage and other transaction costs
and taxes. C. If you recommend primarily a particular type of security, explain the
material risks involved. If the type of security involves significant or unusual risks,
discuss these risks in detail.
As described in detail in each Fund’s offering documents, each Fund’s investments entail the
following risks:
The Funds generally invest in real estate, in equity interests in entities that own real estate
and in indebtedness secured by real estate. Accordingly, the marketability and value of the
investments in which the Funds invest depend on many factors beyond the control of
Jamestown, including changes in general, global or local economic conditions; political and
market conditions; changes in supply of or demand for properties; reliance on third parties
for certain services; changes in legal, fiscal and regulatory regimes; the availability of
financing; changes in interest rates; changes in real estate tax rates and other operating
expenses; the financial condition of tenants, buyers and sellers of properties; technological
innovations that dramatically alter space requirements and demand; competition based on
rental rates or price/quality of timber (as applicable); the promulgation and enforcement of
government regulations, including rules relating to land-use and zoning restrictions, rent
control, environmental protection, and occupational safety; ongoing need for capital
improvements and/or risks associated with redevelopment and renovation such as
increased costs; energy and supply shortages; outbreaks of infectious disease, pandemic, or
any other serious public health concern; acts of God and natural disasters; and civil unrest,
acts of war, or terrorism.
Investors in the Funds rely on the ability of Jamestown to identify and analyze each potential
investment. There can be no assurance that Jamestown will be able to identify investments
for the Funds on satisfactory terms or that any investment will produce a positive return or
will not result in losses. At inception, the Funds have no prior operating history, minimal
operating capital, no significant assets and no revenue from operations, and the prior
performance of Jamestown or other real estate investment opportunities sponsored by
Jamestown may not predict their future results. Additionally, the financial strength of
Jamestown could impact the operating performance and the overall return of the Funds.
There can be no assurance that insurance will be sufficient to cover any particular risk.
Certain risks are not generally insured against or are not generally fully insured against
because it is not deemed economically feasible or prudent to do so. Accordingly, a Fund may
incur material losses in excess of insurance proceeds.
The Funds are subject to risks normally associated with debt financing, including the risk
that cash flow will be insufficient to meet required payments of principal and interest. If
Jamestown, L.P. 13 March 26, 2020
distributions are made from sources other than cash flow from operations, the Fund will
have less funds available for investments and the overall fund return will be reduced.
From time to time, the Funds invest in joint ventures or partnerships with third parties.
Such third parties can have certain approval rights over major decisions, and can have
economic or other business interests or goals that are inconsistent with the business
interests or goals of the Funds which may result in reduced returns.
Investors’ confidential information stored by Jamestown or its service providers is at risk for
being breached or otherwise subjected to unauthorized access. Jamestown is subject to
regulations related to privacy, data protection and information security in the jurisdictions
in which they do business. A failure to comply with such laws could result in fines, sanctions
or other penalties, which could materially and adversely affect Jamestown’s results of
operations and overall business, as well as have an impact on reputation. Compliance with
current and future privacy, data protection and information security laws could significantly
impact current and planned privacy and information security related practices, the
collection, use, sharing, retention and safeguarding of personal data, and some of our current
and planned business activities. In addition, as such laws are implemented, interpreted and
applied, costs may increase in connection with compliance with such laws, particularly in the
context of ensuring that adequate data protection and data transfer mechanisms are in place.
An investor’s confidential information may be required to be disclosed to regulatory
authorities in response to judicial process or a subpoena, or to comply with federal, state or
local laws.
Additional general risks include illiquidity of real estate assets; inability to raise adequate
capital to implement the business strategy; limitation on the ability of a Fund to sell its assets;
actions of competitors; the risk of unspecified investments; concentration in the real estate
sector and/or a limited number of regions which may make the Funds vulnerable to adverse
conditions in such regions; risks of dependence on rental income/supply and demand for
timber (as applicable); risks of fluctuations in capitalization rates; limited rights and
dependence on the general partner; dependence on key personnel and devotion of time and
resources of key personnel to each Fund; incentive distributions (as discussed in Item 6);
conflicts of interest relating to the use of affiliates and allocation of investments (as discussed
in Items 5 and 11); use of valuation estimates which may not be accurate or complete; use of
valuation estimates for purposes of issuance and redemption and calculating general partner
compensation; indemnification obligations and exculpation; and various tax and regulatory
risks.
The Funds (other than the Open and Closed-End Timber Funds) invest in assets primarily in
the office, retail, multi-family and/or mixed-use real estate sectors. The focus of the
investment strategy of the Funds in these sectors may expose the Funds to the risk of
economic downturns to a greater extent than if the portfolio also included assets across one
or more other sectors. As an example, if the Funds acquire retail properties, their revenue
will be significantly impacted by the success and economic viability of the retail anchor
tenants. A Fund that invests in only one or two of these sectors may be exposed to the risk
Jamestown, L.P. 14 March 26, 2020
of economic downturns to a greater extent than if the portfolio also included assets across
more sectors.
In addition to risks listed above in this Item 8.B., investors in the US Investor Real Estate
Fund face the following risks: The fund size limit and the corresponding limitation in the
number and type of investments; use of and dependence on the investment portal; no
shareholder consent for a change in targeted investments and investment guidelines; the
promulgation and enforcement of government regulations relating to the regulation of
internet commerce. Further, US Investor Real Estate Fund is a securities offering pursuant
to Regulation A under the Securities Act of 1933 which allows for reduced disclosure and
fewer filing and reporting requirements than are required by a traditional public company.
In addition to risks listed above in this Item 8.B., investors in the German Investor Real Estate
Funds face the following risks: currency and exchange rate risk; risks arising from the
exercise by investors of rights under German consumer protection laws that could result in
losses to the Fund; legal framework and corporate governance risk; or depositary bank
change risk.
In addition to risks listed above in this Item 8.B., investors in the Jamestown Latin America
Fund face the following risks due to the investment strategy of investing in for-sale
residential development projects and commercial properties in Latin America: development
risks; multi-jurisdictional investment holding structure; political and sovereign risks;
investment and repatriation risk; legal framework and corporate governance risk; currency
and exchange rate risk; inflation risk; environmental law risk; risk in construction standards
causing delay in the project; dilution from subsequent admission or increased capital
commitments; defaults by limited partners; or possible loss of limited liability protection.
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If there are legal or disciplinary events that are material to a client’s or prospective
client’s evaluation of your advisory business or the integrity of your management,
disclose all material facts regarding those events
Jamestown is required to disclose all material facts regarding any legal or disciplinary events
that would be material to an investor’s evaluation of Jamestown or the integrity of
Jamestown’s management. There are no material legal or disciplinary events to disclose
related to Jamestown’s business or its management.
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A. If you or any of your management persons are registered, or have an application
pending to register, as a broker-dealer or a registered representative of a broker-
dealer, disclose this fact.
Jamestown, L.P. 15 March 26, 2020
Interests in the US Investor Real Estate Fund are offered through an online platform on
Jamestowninvest.com (the “Platform”). Sales of securities on the Platform are conducted by
North Capital Private Securities Corp. (“NCPS”), a registered broker-dealer and member of
the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection
Corporation (“SIPC”). Certain employees of Jamestown are registered representatives of
NCPS and, accordingly, are required to adhere to Jamestown’s and NCPS’s compliance
manual, policies and code of ethics. NCPS is not a related person of Jamestown.
Jamestown will pay NCPS a commission for their services, including the solicitation of
investors. Jamestown Invest Manager, L.P. (Manager of the US Investor Real Estate Fund,
and wholly owned subsidiary of Jamestown) shall pay NCPS a commission equal to 0.60% of
the proceeds from the sale of common shares. This commission will be paid by Jamestown
Invest Manager, L.P. and will not be charged separately to investors or to the fund.
B. If you or any of your management persons are registered, or have an application
pending to register, as a futures commission merchant, commodity pool operator, a
commodity trading adviser, or an associated person of the foregoing entities, disclose
this fact.
Neither Jamestown nor its representatives are registered as a Futures Commission
Merchant, Commodity Pool Operator or Commodity Trading Advisor.
C. Describe any relationship or arrangement that is material to your advisory
business or to your clients that you or any of your management persons have with any
related person listed below. Identify the related person and if the relationship or
arrangement creates a material conflict of interest with clients, describe the nature of
the conflict and how you address it.
1. Broker-dealer, municipal securities dealer, or government securities dealer
or broker
2. Investment company or other pooled investment vehicle (including a mutual
fund, closed-end investment company, unit investment trust, private
investment company or “hedge fund,” and offshore fund)
3. Other investment adviser or financial planner
4. Futures commission merchant, commodity pool operator, or commodity
trading advisor
5. Banking or thrift institution
6. Accountant or accounting firm
7. Lawyer or law firm
8. Insurance company or agency
9. Pension consultant
10. Real estate broker or dealer
11. Sponsor or syndicator of limited partnerships.
JT Tax Services, L.P. was formed as a wholly owned subsidiary to provide tax services to
Jamestown and certain other affiliates and, if the investors so elect, to provide personal tax
return preparation services to investors in the German Investor Real Estate Funds for a fee.
Jamestown, L.P. 16 March 26, 2020
JT Tax Services, L.P. is owned by Jamestown Tax Services, Inc. and Jamestown as its general
and limited partners, respectively.
Jamestown Realty Company, L.P. was formed as a subsidiary to provide real estate brokerage
services to assets owned by the Funds for a commission. Jamestown Realty Company, L.P. is
owned by Kristen Morris and Jamestown, L.P. as its general and limited partners,
respectively.
Jamestown is subject to conflicts of interest when providing services from JT Tax Services,
L.P. and Jamestown Realty Company , L.P. to Funds or assets in which the Funds invest for a
fee or commission. The amount of such fee or commission is permitted in each Fund’s
governing document.
Jamestown US-Immobilien GmbH, a sister company to Jamestown, and its wholly owned
subsidiary, Jamestown Vertriebs-GmbH, serve as syndicators for the German Investor Real
Estate Funds. Jamestown US-Immobilien GmbH also serves as the external delegated KVG
for the Alternative Investment Funds.
As indicated in 7 of ADV Part 1, Jamestown is affiliated with each client’s general
partner/sponsor: Jamestown Latin America Fund GP, L.P. is a subsidiary formed to serve as
the general partner of Jamestown Latin America Fund, L.P. Jamestown Latin America Fund
GP, L.P. is owned by Jamestown Latin America Fund GP, Ltd and Jamestown Latin America,
L.P. and its general and limited partners, respectively. Jamestown and an affiliate own 100%
of these general and limited partners.
Jamestown Premier GP, L.P. is a wholly owned subsidiary formed to serve as the general
partner of the Jamestown Premier Property Fund, L.P. Jamestown Premier GP, L.P. is owned
by Jamestown Properties Corp. and Jamestown, L.P. as its general and limited partners,
respectively.
Jamestown Timberland GP, L.P. is a wholly owned subsidiary formed to serve as the general
partner of the Jamestown Timberland Fund, L.P. Jamestown Timberland GP, L.P. is owned
by Jamestown Properties Corp. and Jamestown, L.P. as its general and limited partners,
respectively.
Jamestown 29 Investment Services, L.P. is a wholly owned subsidiary formed to serve as the
general partner of the Jamestown 29 L.P. & Co. geschlossene Investment KG. Jamestown 29
Investment Services, L.P. is owned by Jamestown Properties Corp. and Jamestown, L.P. as its
general and limited partners, respectively.
Jamestown 30 Investment Services, L.P. is a wholly owned subsidiary formed to serve as the
general partner of the Jamestown 30 L.P. & Co. geschlossene Investment KG. Jamestown 30
Investment Services, L.P. is owned by Jamestown Properties Corp. and Jamestown, L.P. as its
general and limited partners, respectively.
Jamestown, L.P. 17 March 26, 2020
Jamestown 31 Investment Services, L.P. is a wholly owned subsidiary formed to serve as the
general partner of the Jamestown 31 L.P. & Co. geschlossene Investment KG. Jamestown 31
Investment Services, L.P. is owned by Jamestown Properties Corp. and Jamestown, L.P. as its
general and limited partners, respectively.
Jamestown Invest Manager, L.P. is a wholly owned subsidiary formed to serve as the
manager of the Jamestown Invest 1, LLC. Jamestown Invest Manager, L.P. is owned by
Jamestown Properties Corp. and Jamestown, L.P. as its general and limited partners,
respectively. Jamestown, L.P. is the sponsor of Jamestown Invest 1, LLC.
Jamestown or its principals make equity or other investments in companies that provide
services to or otherwise contract with the Funds and/or the real estate assets owned by the
Funds. In particular, Jamestown and its principals have in the past entered into, and expect
to continue to enter into, relationships with companies in the technology, real estate services
and other sectors and industries, whereby Jamestown or its principals acquire a minority
equity or other interest in such companies that, in turn, transact with the Funds or the Funds’
real estate investments. Jamestown, as the investment adviser and asset manager, has in the
past and may continue to refer, introduce or otherwise facilitate transactions between such
companies and the Funds and/or the Funds’ real estate investments. While such
transactions or arrangements will be consistent with the requirements of the applicable
Governing Documents, they may result in benefits to Jamestown or its principals, including
financial incentives. Such financial incentives that inure to or benefit Jamestown or its
principals create an incentive for Jamestown to cause the Fund and/or the Funds’ real estate
investments to enter into such transactions that may or may not have otherwise been
entered into. While such transactions have the potential for inherent conflicts of interest,
Jamestown has adopted conflict mitigation strategies and procedures, including the
requirement to document and discuss the potential conflict and mitigating factors with the
Chief Compliance Officer and Fund Manager and in some instances obtain fund advisory
board approval or provide other limited partner disclosures. Mitigating factors for such
conflict could include the size and type of the Jamestown or principal investment in the
company providing services or otherwise contracting with the Funds, level of Jamestown
approval rights or control of the company providing services or otherwise contracting with
the Funds, or terms of the contractual agreement with the Funds or real estate assets owned
by the Funds.
D. If you recommend or select other investment advisers for your clients and you
receive compensation directly or indirectly from those advisers that creates a
material conflict of interest, or if you have other business relationships with those
advisers that create a material conflict of interest, describe these practices and
discuss the material conflicts of interest these practices create and how you address
them.
Jamestown does not recommend or select other investment advisors. It does not receive
compensation from any advisors.
Jamestown, L.P. 18 March 26, 2020
As discussed in Item 11, from time to time, Jamestown engages in transactions with or
alongside other Jamestown Affiliates which may give rise to a conflict of interest. Jamestown
has policies and procedures to address such conflicts, as explained in Item 11.
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Transactions and Personal Trading
A. If you are an SEC-registered adviser, briefly describe your Code of Ethics adopted
pursuant to SEC rule 204A-1 or similar state rules. Explain that you will provide a copy
of your Code of Ethics to any client or prospective client upon request.
Jamestown has adopted a Code of Ethics that complies with Rule 204A-1 under the Advisers
Act. Jamestown believes that high ethical standards are essential, and that it has a fiduciary
duty to its clients to act in or not opposed to the best interests of the Funds.
Among other things, the Code of Ethics requires certain employees to comply with
Jamestown’s personal securities trading procedures including pre-clearance of certain
securities transactions, compliance with federal securities laws and reporting of personal
securities transactions. In addition, all employees must comply with the conflict of interest
policies, confidentiality requirements, restrictions on making gifts to and accepting gifts
from clients, and restrictions on political contributions. Any violations of the Code of Ethics
are required to be reported promptly to Jamestown’s Chief Compliance Officer.
Each officer, director and employee is required to certify annually that he or she has read
and understands the Code of Ethics. Jamestown will provide a copy of its Code of Ethics to
any investor, Client or prospective Client upon request. Please contact Jana Nawrocki at
jana.nawrocki@jamestownlp.com for a copy.
B. If you or a related person recommends to clients, or buys or sells for clients
accounts, securities in which you or a related person has a material financial interest,
describe your practice and discuss the conflicts of interest it presents. Describe
generally how you address conflicts that arise.
Jamestown advises Funds which have investment focuses which are similar to one another
and is sometimes presented with investment opportunities that would be suitable for more
than one Fund. Jamestown will allocate investment opportunities or advisory
recommendations on a fair and equitable basis, consistent with its fiduciary obligations and
the underlying documents for the relevant Fund. Specifically, the Jamestown Premier
Property Fund is the primary vehicle through which Jamestown and its controlled affiliates
make investments in core and core-plus office, retail and mixed-use assets in the United
States consistent with its Investment Strategy (which includes, among other things, an
emphasis on investments in 24-hour major coastal metropolitan markets, with a focus on
the Target Markets of New York, Washington, D.C., Boston, San Francisco and Los Angeles)
for as long as Jamestown Premier has available capital and, based upon the discretion of the
Jamestown, L.P. 19 March 26, 2020
general partner, meets the diversification, rate of return and other key objectives; however,
the German Investor Real Estate Funds may be offered the opportunity to co-invest in certain
investments alongside the Jamestown Premier Property Fund to the extent that Jamestown
has determined that such co-investment opportunities are available. Such co-investments
will be structured in accordance with each Fund’s offering documents. If Jamestown Premier
Property Fund declines a particular investment, the then current German Investor Real
Estate Fund may elect to proceed with such investment. Further, if both Jamestown Premier
Property Fund and the then current German Investor Real Estate Fund decline a particular
investment, the US Investor Real Estate Fund may elect to proceed with such investment.
The US Investor Real Estate Fund may also be offered the opportunity to co-invest in certain
investments alongside the Jamestown Premier Property Fund and/or a German Investor
Real Estate Fund.
C. If you or a related person invests in the same securities (or related securities, e.g.
warrants, options or futures) that you or a related person recommends to clients,
describe your practice and discuss the conflicts of interest this presents and generally
how you address the conflicts that arise in connection with personal trading.
Members of Jamestown’s Investment Committee and certain other members of senior
management, have invested directly or indirectly in the Jamestown Premier Property Fund,
the Jamestown Timberland Fund, certain German Investor Real Estate Funds, and the US
Investor Real Estate Fund. Jamestown’s Chairman, Christoph A. Kahl and his wife, Ute Kahl
are the owners of all of the limited partnership interests in Cologne Investors, L.P. which in
turn owns Cologne Holdings, L.P., a Private Fund owning a minority interest in one asset
included in the Jamestown Premier Property Fund. Cologne Investors, L.P., while focusing
almost exclusively on opportunistic investments, may also invest in assets similar to those
of the Jamestown Funds. Assets are first allocated in accordance with the process discussed
in Item 11.B above. If each Fund that has capital available for an investment has declined an
opportunity to invest, Cologne Investors, L.P. may elect to make the investment. This
arrangement presents a potential conflict of interest. Jamestown believes this conflict is
mitigated because Jamestown’s Chairman makes investment decisions consistent with his
fiduciary obligations and he is further incentivized to follow the investment allocation
procedures outlined above by the desire to continue to operate Jamestown as a successful
investment manager as well as by the performance based fees outlined in Item 6.
D. If you or a related person recommends securities to clients, or buys or sells
securities for client accounts, at or about the same time that you or a related personal
buys or sells the same securities for your own (or the related person’s own) account,
describe your practice and discuss the conflicts of interest it presents. Describe
generally how you address conflicts that arise.
See answers to 11.A, 11.B, 11.C above.
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Jamestown, L.P. 20 March 26, 2020
A. Describe the factors that you consider in selecting or recommending broker-dealers
for client transactions and determining the reasonableness of their compensation
(e.g., commissions). B. Discuss whether and under what conditions you aggregate the
purchase or sale of securities for various client accounts. If you do not aggregate
orders when you have the opportunity to do so, explain your practice and describe the
costs to clients of not aggregating.
Jamestown does not use securities brokers in accordance with effecting client transactions;
however, Jamestown uses real estate brokers in connection with the terms of the Funds’
governing documents.
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A. Indicate whether you periodically review client accounts or financial plans. If you
do, describe the frequency and nature of the review, and the titles of the supervised
persons who conduct the review. B. If you review client accounts on other than a
periodic basis, describe the factors that trigger a review.
Jamestown reviews Fund assets on an ongoing basis, both informally and formally though
regularly scheduled meetings of Jamestown Investment Committees. The Investment
Committee for Jamestown Premier Property Fund comprises Christoph A. Kahl, Matt
Bronfman, Michael Phillips, Gretchen Nagy, Chris Kopecky, Shak Presswala and Jeffrey
Beckham. The Investment Committee for the German Investor Real Estate Funds comprises
Christoph A. Kahl, Matt Bronfman, Michael Phillips, Gretchen Nagy, Chris Kopecky, Jochen
Stockdreher and Shak Presswala. The Investment Committee for Jamestown Latin America
comprises Christoph A. Kahl, Matt Bronfman, Jeffrey Beckham, Chris Kopecky, and Philipp
Braunfels. The Investment Committee for Jamestown Timberland Fund comprises Matt
Bronfman, Gretchen Nagy, Chris Kopecky, Jochen Stockdreher, Jeffrey Beckham, and Troy
Harris. The Investment Committee for the US Investor Real Estate Fund comprises Matt
Bronfman, Michael Phillips, Chris Kopecky, John Wilson, Amber Murray, and Shak Presswala.
Investment models and capital markets are monitored on a continuous basis.
C. Describe the content and indicate the frequency of regular reports you provide to
clients regarding their accounts. State whether these reports are written.
Jamestown prepares written semi- annual reports for the Private Funds and interim reports
for investments made by the German Investor Real Estate Funds at least semi-annually, and
the investment committee reviews such reports. The reports contain a detailed list of
holdings, performance review, and general market information. The US Investor Real Estate
Fund provides periodic filings/reports as required by Regulation A including: annual
reports; semiannual reports; and periodic current event reporting.
Jamestown, L.P. 21 March 26, 2020
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A. If someone who is not a client provides an economic benefit to you for providing
investment advice or other advisory services to your clients, generally describe the
arrangement, explain the conflicts of interest, and describe how you address the
conflicts of interest. For purposes of this Item, economic benefits include any sales
awards or other prizes.
Jamestown does not receive any economic benefit from any third party for advice Jamestown
renders to the Funds.
B. If you or a related person directly or indirectly compensates any person who is not
your supervised person for client referrals, describe the arrangement and the
compensation.
Jamestown does not compensate third parties for referral of Funds to Jamestown as Clients.
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If you have custody of client funds or securities and a qualified custodian sends
quarterly, or more frequent, account statements directly to your clients, explain that
clients will receive account statements from the broker-dealer, bank or other
qualified custodian and that clients should carefully review those statements. If your
clients also receive account statements from you, your explanation must include a
statement urging clients to compare the account statements they receive from the
qualified custodian with those they receive from you.
Jamestown has custody of funds of the Non-Alternative Investment Funds. Jamestown does
not have custody of funds of the Private Funds or the US Investor Real Estate Fund, but the
general partner of the Private Funds and the manager of the US Investor Real Estate Fund,
related persons and affiliates of Jamestown, have custody.
The Funds are subject to an annual audit performed by a nationally recognized public
accounting firm prepared in accordance with generally accepted accounting principles. All
Funds and their investors receive annual audited financial statements, generally within 120
days of the end of the Funds’ fiscal year. With respect to the German Investor Real Estate
Funds, such statements are in accordance with the accounting principles in the
Handelsgesetzbuch in effect in Germany pursuant to the requirements of the
Kapitalanlagegesetzbuch which are substantially similar to U.S. GAAP. Jamestown also
prepares quarterly financial statements for investors for certain of the Private Funds in
accordance with the applicable limited partnership agreement.
Jamestown, L.P. 22 March 26, 2020
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If you accept discretionary authority to manage securities accounts on behalf of
clients, disclose this fact and describe any limitations clients may (or customarily do)
place on this authority. Describe the procedures you follow before you assume this
authority (e.g., execution of a power of attorney).
With respect to most of the Funds, Jamestown exercises discretionary authority to select the
securities to be bought or sold and the amount of securities to be bought or sold (as discussed
in Item 7, Jamestown also advises three Funds on a non-discretionary basis). Details of this
authority are detailed in each Fund’s governing documents. Discretion is exercised in a
manner consistent with the stated investment objectives, guidelines and restrictions set
forth in the relevant Fund’s governing documents.
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A. If you have, or will accept, authority to vote client securities, briefly describe your
voting policies and procedures, including those adopted pursuant to SEC rule 206(4)-
6. Describe whether (and, if so, how) your clients can direct your vote in a particular
solicitation. Describe how you address conflicts of interest between you and your
clients with respect to voting their securities. Describe how clients may obtain
information from you about how you voted their securities. Explain to clients that
they may obtain a copy of your proxy voting policies and procedures upon request.
B. If you do not have authority to vote client securities, disclose this fact. Explain
whether clients will receive their proxies or other solicitations directly from their
custodian or a transfer agent or from you, and discuss whether (and, if so, how) clients
can contact you with questions about a particular solicitation.
The investment advisory business of Jamestown does not involve the trading of publicly
offered securities and therefore Jamestown has not adopted proxy voting policies and
procedures.
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A. If you require or solicit prepayment of more than $1,200 in fees per client, six
months or more in advance, include a balance sheet for your most recent fiscal year.
Jamestown does not require prepayment of fees six months or more in advance. Therefore
it is not required to include a balance sheet with this Brochure.
B. If you have discretionary authority or custody of client funds or securities, or you
require or solicit prepayment of more than $1,200 in fees per client, six months or
Jamestown, L.P. 23 March 26, 2020
more in advance, disclose any financial condition that is reasonably likely to impair
your ability to meet contractual commitments to clients.
Jamestown has no financial hardships or other conditions that might impair its ability to
meet its contractual obligations to Funds.
C. If you have been the subject of a bankruptcy petition at any time during the past ten
years, disclose this fact, the date the petition was first brought, and the current status.
Jamestown has not been the subject of a bankruptcy proceeding.
Item 19. Requirements for State-Registered Advisers
This Item is not applicable to Jamestown.
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Open Brochure from SEC website