A. Description of the Advisory Firm
CA Adviser, LLC, a Pennsylvania limited liability company (“CA Adviser”), is an investment adviser
registered with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act
of 1940, as amended (the “Advisers Act”). Campus Real Estate Partners II Manager, LLC, a
Pennsylvania limited liability company (“CREP II Manager”), is a wholly-owned subsidiary of CA
Adviser and a “relying adviser” registered under the Advisers Act. CREP II Manager is subject to the
supervision and control of CA Adviser for Advisers Act compliance purposes and, along with CA
Adviser, is subject to the provisions of the Advisers Act and examination by the SEC. CA Adviser and
CREP II Manager are sometimes referred to, collectively, as the “Firm” or “CAA” in this Firm
Brochure.
CA Adviser was organized on August 3, 2018 and CREP II Manager was formed on February 14,
2019. CAA is an investment advisory firm headquartered in Philadelphia, Pennsylvania. The Firm’s
main business is to provide advisory services for the investment of private capital primarily by one or
more private real estate investment funds affiliated with the Firm (each, a “CA Fund”). As of the date
of this Firm Brochure, the Firm advises Campus Real Estate Partners II, LP and in the future may
advise additional CA Funds.
The CA Funds are our advisory clients; therefore, all references and discussions in this Firm Brochure
to “clients” mean and refer to the CA Funds. The CA Funds generally are formed as limited
partnerships in which investors are admitted as limited partners and an affiliate of the Firm serves as
the general partner. The limited partners of the CA Funds typically must demonstrate that they are
“accredited investors” (as defined in Regulation D of the Securities Act of 1933, as amended) and
“qualified investors” (as defined in the Investment Company Act of 1940, as amended). Investors or
limited partners of the CA Funds are not our advisory clients and are referred to in this Firm Brochure
as “investors” or “limited partners.” A description of each CA Fund, including its particular investment
strategy and business plan, and the terms of eligibility for investment by investors are provided in more
detail in each CA Fund’s private placement memorandum, limited partnership agreement, investor
subscription materials and applicable side letters with limited partners, if any (collectively, “Offering
Documents”).
Investors who receive a copy of this brochure should understand that they are not “clients” of the
Firm, and the Firm does not provide personalized investment advice to investors. This brochure
does not represent a complete discussion of the features, terms, risks or conflicts associated with any
CA Fund. More detailed information regarding each CA Fund is contained in the Offering
Documents of the particular CA Fund, and prospective investors are urged to carefully review the
applicable Offering Documents prior to making any decision to invest in the CA Fund.
In no event
should this Brochure be considered an offer to purchase any securities in any CA Fund or be relied
upon in determining whether to invest in any CA Fund.
The Firm’s clients, the CA Funds, are private pooled investment vehicles each of which invests in a
portfolio of real estate assets or interests in real estate-related assets. Investments typically will be held
by a CA Fund indirectly through special purpose vehicles (“SPVs”) formed by the CA Fund for the
specific purpose of holding one or more real estate assets or interests in real estate-related assets. A
CA Fund may also invest in and through joint ventures, real estate companies (including real estate
investment trusts) and public-private partnerships. Campus Real Estate Partners II, LP was organized
for the purpose of making investments in student housing and university related real estate, both on-
and off-campus, and millennial-oriented multifamily housing within the United States.
CA Adviser is wholly owned by David J. Adelman.
B. Types of Advisory Services
The Firm provides investment supervisory services to each CA Fund pursuant to a separate
management agreement between the Firm, such CA Fund and the CA Fund’s general partner in which
the general partner of the CA Fund delegates all or some of its responsibilities, including delegation of
discretionary authority with respect to all investment management decisions, to the Firm. The Firm’s
services are considered investment supervisory services because we give continuous advice based on
the individual needs of each of our clients. Our services to each CA Fund include investment advisory
and portfolio management services in connection with each CA Fund’s assets, consistent with the
investment guidelines or limitations established for each CA Fund in the partnership agreement of such
CA Fund, unless waived in accordance with the terms of the partnership agreement. The Firm manages
and conducts the entire investment process and makes all decisions, on a discretionary basis, to buy,
hold and sell investments.
C. Client Tailored Services and Client Imposed Restrictions
The Firm services are designed to achieve the investment objective of each CA Fund to realize current
investment income and capital appreciation over time primarily from investments in real estate assets
or interests in real estate-related assets. CAA will make investment decisions that are consistent with
the stated objectives, strategy and investment guidelines of the particular CA Fund as set forth in the
applicable CA Fund’s Offering Documents.
D. Wrap Fee Programs
A wrap fee program is an investment program where the investor pays one stated fee that includes
management fees, transaction costs, fund expenses, and any other administrative fees. The Firm does
not participate in any wrap fee programs.
E. Amounts Under Management
CAA has the following assets under management:
Discretionary Amounts: Non-discretionary Amounts: Date Calculated:
$310,236,982 $0 12/31/2023