ADVISORY BUSINESS
The Adviser is an SEC registered investment adviser with its principal place of business in
Southern California. The Adviser began conducting business in 2012. The Adviser is (i)
controlled by CMR Capital Group, LLC, as its managing member, and (ii) owned 99% by CMR
Capital Group, LLC and 1% by CMRSX Manager, Inc. Additional information regarding the
Adviser’s operations and management is set forth in this Brochure.
Investment Management.
The Adviser is a real estate investment and asset management firm that sponsors and serves as a
discretionary fund manager to pooled investment vehicles organized as private investment funds
and certain other special or single purpose investment vehicles (i.e., the Investment Vehicles).
The Adviser provides fund management and investment advisory services relating to the
acquisition, ownership, operation and disposition of real estate and interests in real estate.
Investment Vehicles are usually private, closed-end investment vehicles.
Generally, Investment Vehicles are exempt from registration, and will not be registered as an
investment company, under the Investment Company Act of 1940, as amended (the “Investment
Company Act”) and securities issued by an Investment Vehicle are not registered under the
Securities Act of 1933, as amended (the “Securities Act”), or under state securities laws, in
reliance upon exemptions for transactions not involving a public offering. In such, Investment
Vehicles require Investors to be both “accredited investors” as defined in Regulation D of the
Securities Act and “qualified purchasers” under Section 3(c)(7) of the Investment Advisers Act
of 1940, as amended (the “Advisers Act”).
Each Investment Vehicle is typically structured as a limited liability company or a limited
partnership, with Affiliates1 of the Adviser serving in the following capacities: (i) as an Investor
in the Investment Vehicle (the “Adviser Participant”), through which the Adviser makes capital
contributions to the Investment Vehicle (the “Adviser Capital”) side-by-side with third party
investors (each a “Third Party Investor”); and (ii) the manager (or co-manager), managing
member (or co-managing member), or general partner (or co-general partner) of the Investment
Vehicle, as the case may be (in any case, each a “Vehicle Manager”). Certain executive
officers, owners and other employees of the Adviser have direct or indirect investments in the
1 Generally. (x) “Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one
or more intermediaries, controls, is controlled by, or is under common control with, such specified Person; (y) “control,” when
used with respect to any specified Person, means the power, direct or indirect, to direct or cause the direction of the management
and policies of such specified Person, whether through ownership of voting securities or partnership or other ownership interests,
by contract or otherwise; and the terms “controlling” and “controlled” shall have correlative meanings; and (z) “Person”, means
any natural person, general partnership, limited partnership, limited liability company, limited liability partnership, corporation,
trust, estate, real estate investment trust, association, or other entity.
Vehicle Manager or an Adviser Participant. Advisor and/or Affiliates may sponsor one or more
Investment Vehicles, which, in turn, invest directly or indirectly into other Investment Vehicles.
Investment Vehicles usually have a “hard-cap” on the aggregate amount of money that a Vehicle
Manager can raise for that particular Investment Vehicle (the “Capital Commitment Ceiling”).
The Vehicle Manager accepts unfunded capital commitments (“Capital Commitments”) from
Third Party Investors on behalf of the Investment
Vehicle up to the Capital Commitment Ceiling
during one or more fundraising stages (the “Admission Period”), after which the Investment
Vehicle is generally closed to new Third Party Investors. In addition to the Admission Period,
Investment Vehicles usually have fixed durations for the following: (i) the investment period (the
“Investment Period”; the time during which an Investment Vehicle may call capital from its
Investors to make project investments, in the case of a multi-asset discretionary fund, or a single
project investment, in the case of a single, pre-identified, designated asset fund, and (ii) the term
(the “Term”; the outside date by which the Investment Vehicle must be liquated and unwound,
with all remaining net operating income and capital proceeds held by the Investment Vehicle
distributed to its Investors). The Admission Period, the Investment Period and the Term vary in
duration depending upon the size of the Investment Vehicle, the targeted asset class and product
type, as well as the targeted geographies.
Generally, Third Party Investors are family offices and high-net worth individuals, both U.S. and
internationally based. Third Party Investors also may include U.S. and internationally based
pension and profit-sharing plans, governmental entities, charitable organizations and other
corporations or business entities.
Within an Investment Vehicle, there are usually dollar-denominated minimum investment
thresholds for Third Party Investors that vary depending upon the size and structure of the
Investment Vehicle, below which a Person will not be accepted as an Investor; however, any
such minimum investment threshold may be waived or modified by the Vehicle Manager and
any Third Party Investors.
During the Investment Period, the Vehicle Manager will, from time to time, call on the Investors
to make capital contributions (each a “Capital Contribution”, and collectively, “Capital
Contributions”) of a portion of their respective Capital Commitments to the Investment Vehicle
on a pro rata basis in proportion to Investors’ respective Capital Commitments to the Investment
Vehicle to satisfy one or more obligations or investment needs of the Investment Vehicle (e.g.,
expenses, fees Investments (each a “Funding Request”)). Penalties apply to Investor’s who fail
to honor their Capital Commitment obligations (e.g., ownership dilution), and remedies exist in
favor of non-defaulting Investors that fund on account of any defaulting Investors (e.g., priority
in the return of any such Capital Contribution over defaulting Investor’s(s’) previous Capital
Contributions, or an increase in the interest rate to be accrued on any such Capital Contributions
over defaulting Investor’s(s’) accrued interest rate on previous Capital Contributions).
The Adviser Participant is also subject to Funding Requests from the Vehicle Manager for the
benefit of the Investment Vehicle; however, generally, only for calls for expenses and
Investments, but not for management fees (which are often offset against Capital Commitments
of Adviser Participant).
Investments by the Investment Vehicles may be made directly into a targeted asset or indirectly
into targeted assets by and through one or more privately-held companies (each an “Investment
Holdco”) that, in turn, invest directly into other Investment Holdcos. Investments may include
minority investments and control stakes of any such asset or Investment Holdcos and
Investments may be made in Investment Holdcos that are other private investment vehicles
managed by third party investment and asset managers (each a “Third Party Vehicle”).
Assets Under Management.
As of December 31, 2023, the Advisor managed approximately $203,835,555 of assets on a
discretionary basis, and no assets on a non-discretionary basis.