Methods of Analysis As a real estate investment manager, AEW uses analytical tools to value properties or real estate companies. For both private assets and real estate companies, valuation methodologies typically involve valuing the cash flows produced by the assets, discounting them back with a discount rate appropriate to the current market and the risk profile of the investment, and comparing the values so derived to those in the broader market to determine whether the risk adjusted returns so derived are attractive and competitive with other investment opportunities. Many of the analytical tools that are employed by AEW are in service of this valuation effort. AEW’s internal research team (“AEW Research”) uses multiple outside forecast vendors, as well as internal projections, to provide market forecasts of rents, leasing trends and new supply - which are then incorporated into valuations. AEW Research also monitors relevant transactions in a number of markets to identify trends in property yields, liquidity and required returns. Additional factors, such as the risks created by the capital structure, tenant credit risk, the volatility of the market, the timing of lease rollovers, and other material factors that could affect the success of the investment are considered, as appropriate, when identifying appropriate discount rates for the cash flows generated by the properties and/or companies. These include sensitivity analyses that vary inputs into the valuation models to see what the impact of changing assumptions is, particularly with respect to interest rates, exit yields and rent growth. AEW also generally considers both geographic and property type diversification and the diversification of the economic drivers of the economies in which properties operate. In addition, a
number of tools are used to assess the volatility of valuations, client needs for diversification and environmental, social and governance performance (ESG) and risk management. AEW will determine the value of all investments in accordance with the respective governing documents of each fund or account. In some instances, the valuation of investments will affect the amount and timing of management fee payments to AEW, as well as the amount and timing of performance-based fees, if applicable. As such, AEW has an incentive to, for instance, refrain from or delay in determining that an investment has declined in value, is worthless or otherwise subject to a permanent write-off, and to select and/or apply valuation methodologies in a manner that maximizes the amount of fees and compensation that AEW or its related persons receive. As a result, the valuation of investments involves conflicts that will not necessarily be resolved in favor of the applicable fund or account. AEW has adopted procedures to help address these conflicts which can vary under the terms of each fund or account, but which generally may include an independent assessment of value to be provided by third party valuation advisors and/or appraisers on a quarterly and/or other periodic basis, as applicable, and investor oversight and/or approval of valuation plans or policies for such fund or account. For direct real property investments, additional factors such as physical and environmental characteristics are considered when evaluating value and investment risk. As appropriate, other risks inherent in a particular real property investment are evaluated to determine whether the investment is appropriate to the portfolio in question in terms of both acceptable risk and target returns. For public real estate securities accounts and commingled vehicles, AEW believes that much of the risk control is a function of stock selection, as AEW’s “value” orientation seeks to favor stocks that are attractively valued relative to similar stocks. AEW’s valuation models estimate total returns for each company in the global real estate universe given current market prices. This expected total return incorporates both the real estate value of the properties owned by the companies, the expected growth in that value, and the income generated by the companies during the expected holding period. Risks to these expectations are reflected in company specific discount rates, and scenario analysis is used to further assess the impact of alternative market outcomes on expected returns. Factor analysis and other quantitative research techniques supplement the standard valuation models and provide additional insight into both expected returns and risk. AEW can also consider geographic and property type exposure, debt maturities, balance sheet strength, portfolio and management quality, cash flow volatility, trading liquidity, ESG and other relevant factors in underwriting investment risk associated with a particular company. In addition to excess performance, risk metrics such as tracking error (both historical and expected), volatility, factor exposures, and value-at-risk metrics are considered. Stress tests are also regularly conducted relative to a variety of historical and potential future market scenarios. For certain clients, investments are not made directly but, instead, AEW has discretion to select the assets that will be subject to total return swaps entered into by the client in which the client receives the return on the underlying assets in exchange for fees. For such clients, AEW will also have discretion with respect to the timing of the client’s entry into and exit from the swap. AEW will not be responsible for, among other things, the terms of the swaps, selecting the swap counterparties, choosing swap as the form of economic exposure to the relevant underlying asset, or handling margin transfers. Clients whose exposure to assets is through a swap are subject to the credit risk of the swap counterparty (i.e.,
that the counterparty will default on its obligations to the client) in addition to any investment risks related to the underlying assets selected by AEW, as described in this Item 8. While AEW seeks to understand the risks involved in investment decisions and to manage risks consistently with each account’s objectives, no strategy is immune to risk and clients must understand that their capital is at risk of loss whether they are investing in public securities or in individual real estate assets. Material Risks of Investment Strategies The following is a summary of material risks for AEW’s investment strategies. The information contained in this Brochure cannot disclose every potential risk associated with an investment strategy, or all of the risks applicable to a particular client account. Rather, the summary below is a general description of the nature and risks of the strategies AEW employs in its management of client accounts. In general, there can be no assurance that any strategy or account will achieve its investment objectives or that the investors will receive any return on, or the return of, their invested capital. Clients or prospective clients should review all risks associated with a potential investment and be prepared to bear any loss. If considering an investment in one of AEW’s privately offered commingled vehicles, a potential investor should review the detailed discussion of risks set forth in the offering memorandum of the particular product. General Risks of AEW’s Investment Strategies AEW, on behalf of its clients, invests across the real estate risk spectrum - from core to value-added to opportunistic, consistent with the mandate, and subject to any client-imposed investment restrictions, of the separately managed account or as set forth in the governing documents of the commingled vehicle for which such investments are made. The risks associated with these direct real estate investment strategies are dependent upon the return targets of the strategies and the type of assets or securities chosen for those portfolios. Factors that affect risk at the property level include, without limitation: the location and quality of the assets; the structure of the investment (the seniority and security of the investment); and the time, stage, or maturity of the investment. At the strategy level, core strategies typically employ lower leverage, have more durable cash flows, and are in lower volatility markets. Value added strategies can: involve somewhat higher volatility markets or secondary property types; have somewhat higher leverage levels; and involve development risk or leasing risk to achieve targeted returns. Opportunistic strategies can: involve assets in various forms of distress; have more substantial idiosyncratic risk; and typically employ higher leverage levels. As the risk profile of the strategy increases, so does the risk of a loss of equity. Liquidity varies based on market conditions and the types of assets in a portfolio. When private real estate values fall, owners could see the decline as a combination of lower estimated values or lower liquidity, as sellers refuse to transact at the price bidders are offering in the market. Core properties in premier markets tend to provide greater liquidity than secondary properties in secondary markets. Listed real estate securities typically have fewer liquidity risks than direct real estate investments, but could have more observed volatility than private real estate investments, in part because they price in real time and changes in the perception of a company’s risk/return prospects are more quickly reflected in the market price of the company’s stock.
Risks relating to Real Estate and Related Entities Investments in real estate and real estate related entities are subject to various risks, including: (1) changes in the general economic climate or in national or international economic conditions; (2) local conditions (such as an oversupply of space or a reduction in demand for space); (3) the quality and philosophy of management; (4) competition based on rental rates; (5) attractiveness and location of the properties and changes in the relative popularity of commercial properties as an investment; (6) financial condition of tenants, buyers and sellers of properties; (7) quality of maintenance, insurance and management services; (8) changes in real estate tax rates and other operating costs and expenses; (9) energy and supply shortages; (10) changes in interest rates and the availability of mortgage financing, which could render the sale or refinancing of properties difficult or impracticable; (11) uninsured losses or delays from casualties or condemnation; (12) government regulations (including those governing usage, improvements, zoning and taxes) and fiscal policies; (13) potential liability under changing environmental and other laws; (14) risks and operating problems arising out of the presence of certain construction materials; (15) structural or property level latent defects; (16) acts of God (including fires and weather events), acts of war (declared or undeclared), terrorist acts, strikes, outbreaks of infectious diseases, pandemics; and (17) other factors beyond the control of the manager or operator of a property or other real estate investment. Investments in existing entities (e.g., buying out a distressed partner or acquiring an interest in an entity that owns a real property) could also create risks of successor liability. Risks relating to investments in REITs and Other Real Estate Securities Certain strategies of AEW invest primarily in REITs and other companies in, or related to, the real estate industry and, therefore, will involve more risk than a portfolio of securities that is not concentrated in a particular industry. In addition, these strategies are subject to risks of the type associated with the direct ownership of real estate (in addition to securities market risks) such as decreases in real estate values, occupancy rates, overbuilding, increased competition and other risks related to local or general economic conditions, increases in operating costs and property taxes, casualty or condemnation losses, the impact of present or future environmental legislation and compliance with environmental laws, possible environmental liabilities, regulatory limitations on rent and fluctuations in rental income, the ongoing need for capital improvements (particularly in older properties), adverse changes in governmental rules and fiscal policies, civil unrest, acts of God, including earthquakes and other natural disasters (which could result in uninsured losses), epidemics and pandemics, acts of war, adverse changes in zoning laws, and other factors which are beyond the control of AEW. The impact of changes in underlying real estate values could be amplified to the extent investments are concentrated in particular geographic regions or property types. Lack of Diversification Accounts invest only in a manner consistent with their mandate, which generally is limited to a portion of the real estate sector. Even within the sector or portion of the sector, certain accounts and funds are expected to participate in a more limited number of investments, and there can be no assurances concerning the diversification of assets. Accounts that are less diversified can be subject to increased risks as the aggregate return of such accounts would be more significantly impacted by the performance of the particular sector of the market or geographic region in which they are concentrated, or even of a single investment within a sector or geographic region.
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