Advisor Description
The Advisor is a subsidiary of Affinius Capital LLC (“Affinius Capital”), an integrated institutional real estate
and investment management firm based in San Antonio, Texas and New York, New York. Affinius Capital,
formerly known as USAA Real Estate Company, LLC, was founded in 1989. The Advisor is affiliated with
Affinius Capital Management LLC (“Affinius Capital Management”), formerly known as Square Mile Capital
Management LLC, an advisor that is separately registered with the SEC and also a subsidiary of Affinius
Capital. Affinius Capital owns a participating affiliate subsidiary and other operating companies and has
other offices across the United States (“U.S.”) as well as in Amsterdam, Netherlands and Seoul, South
Korea. Please see Item 10 – Other Financial Industry Activities and Affiliations for more information.
When we use the term “we”, “us” and “our” in this Brochure, we are referring to Affinius Capital and the
Advisor, as well as any entities that are directly or indirectly under our control (together with employees
of Affinius Capital, collectively, “Affiliates”), some of which serve as the general partner or managing
member (“General Partner”) of a Client (defined below).
The Advisor provides equity and debt capital solutions across property sectors and the risk spectrum. The
Advisor’s strategies focus on value creation and income generation through the acquisition, development,
improvement, strategic oversight, ownership, management, and exit from commercial real estate
investments. Our focus is across a broad array of commercial real estate sectors, including, but not limited
to, industrial/logistics, multi-family and other housing, data centers, life sciences, media content
production studios, office, retail, and hotel properties. The Advisor’s equity platform seeks to identify
long-term trends that impact demand for real estate and targets its investments to benefit from such
trends, as well as targeting opportunistic investments in periods of market dislocation. Our commercial
real estate debt platform provides customized capital solutions for real estate owners and developers.
The Advisor also arranges commercial mortgage loans. See Item 8 below for a description of our
investment strategies and methodology.
Our investment vehicles typically comprise open- and closed-end private funds and separate accounts
that hold real estate and related assets (each an “Investment” and collectively, “Investments”) through
holding vehicles or other tax efficient structures such as limited partnerships, limited liability companies,
or private real estate investment trusts (“REITs”). In the closed-end funds, each investor makes an up-
front commitment to contribute a stated amount of capital as called by the Advisor for investment or
other fees and expenses, and generally cannot withdraw capital prior to the end of the stated multi-year
term of the fund. In the open-end funds, capital contributions and withdrawals are permitted at stated
intervals (generally, monthly or quarterly) at then-current net asset values, subject to certain lock-up
periods and gates and at the discretion of the relevant General Partner. We also advise certain Clients on
Investments in investment vehicles of other real estate and financial services firms, including entities
owned directly and indirectly by entities and individuals that have an ownership interest in Affinius
Capital’s parent company, Affinius Holdings LLC (“Holdco”) (such entities, along with Holdco, are referred
to as “Related Entities”). See Item 10 below for more information.
The Advisor serves as the investment manager of:
▪ Real estate-related investment funds exempt from registration under the Investment Company Act of
1940 (the “Investment Company Act”), including pooled investment funds and REITs, together with
any related feeder funds and parallel funds (each a “Fund” and collectively, the “Funds”);
▪ Co-invest vehicles for facilitating co-investment with a Fund in an Investment (collectively, “Co-Invest
Entities”);
▪ Separately managed account mandates (collectively, “Separate Accounts”, and individually, a
“Separate Account”); and
▪ Entities for making Investments, including limited partnerships, limited liability companies or similar
vehicles that are comprised of one of more investors, but which are not organized as Funds
(collectively, “Client Entities”).
Funds, Co-Invest Entities, Separate Accounts, and Client Entities are collectively referred to throughout
this Brochure as the “Clients” and each individually as a “Client”. Interests in Clients are offered to limited
partners or other investors (“Investors”). See Item 7 below for more information on the Advisor’s
Investors.
Affinius Capital and the Advisor do not participate as a manager in any wrap fee programs.
Advisor Ownership
The Advisor and its Affiliates are directly or indirectly owned by Affinius Capital and are indirect
subsidiaries of Affinius Capital’s parent company, Holdco. A majority of Holdco’s interests are owned by
JFLC, LLC (“JFLC” and together with JFLC’s direct and indirect owners and their affiliates, including family
members and estate planning vehicles (collectively, the “Ownership Entities”). JFLC is controlled by
entities owned and controlled by James A. Davidson (“Davidson”), an active technology investor, adviser
and entrepreneur; Fritz H. Wolff (“Wolff”), an active investor with more than two decades of institutional
real estate investment experience; Leonard J. O’Donnell (“O’Donnell”), Affinius Capital’s Chairman and
Chief
Executive Officer; and Craig Solomon (“Solomon”), Affinius Capital’s Vice Chairman and Chief
Investment Officer. Holdco is controlled by Davidson and Wolff, including through US RE Bridger Holdings,
LLC (“Bridger Holdings”) and O’Donnell. Davidson, Wolff, O’Donnell and Solomon are direct and indirect
investors in other real estate and financial services firms, including companies that invest, co-invest or
provide services to Clients. See Item 10 below for more information.
United Services Automobile Association (“USAA”), a San Antonio-based Fortune 500 diversified financial
services group of companies, owns a minority interest in Holdco. Affinius Capital and its subsidiaries,
including the Advisor, manage USAA’s portfolio of real estate investments across the U.S., Europe and
Mexico. More information about the Advisor’s ownership structure is provided in Schedules A and B of
Form ADV Part 1, which is available on the SEC’s website at https://adviserinfo.sec.gov.
Assets Under Management
As of December 31, 2023, the Advisor had approximately $42.8 billion in assets under management
(“AUM”) on a gross basis and $23.7 billion in net AUM. Approximately $17.6 billion of net AUM is
managed on a discretionary basis and $6.1 on a non-discretionary basis. Gross AUM represents the gross
portfolio value of real estate and uncalled capital including property level debt managed by us and our
joint venture partners; uncalled capital represents $2.1 billion of AUM. Net AUM deducts fund level
liabilities and debt and carried interest paid to the General Partners. AUM also includes the value of real
estate owned by Clients relying on an exemption from registration under Section 3(a)(1) of the Investment
Company Act, which is not included in the calculation of regulatory assets under management as reported
in the Advisor’s Form ADV Part 1. Asset figures do not double count assets to the extent that Clients invest
in other Clients.
Advisory Services
The Advisor directs and manages each Client’s Investments by providing the following types of services
(which such services differ across Clients):
• Identifying and analyzing equity and debt Investment opportunities;
• Making commercial real estate equity and debt Investment recommendations and decisions;
• Negotiating the terms of Investments;
• Managing and monitoring Investments;
• Achieving dispositions of Investments;
• Providing private commercial finance services including originating real estate loans; and
• Providing other related services in connection with the implementation of the Investment program of
each Client.
Our advice includes various facets of investing in the equity or debt of an Investment and
recommendations as to the structure of the real estate and related asset holdings. Investment advice is
provided directly to each Client and not individually to its Investors. Client Investment objectives are
described in and governed by the applicable private placement memoranda, limited partnership
agreements, investment advisory agreements, subscription agreements, operating agreements, shared
services agreements and other governing documents of the relevant Client (collectively, along with side
letters, the “Governing Documents”). While some Investors in a Fund, depending on the circumstances,
seek side letters or similar agreements that confer additional benefits (“Side Letters”), Investors generally
cannot impose restrictions on a Fund investing in certain Investments. Some Separate Account Clients or
joint venture partners negotiate to impose certain restrictions limiting our discretion. Certain Clients are
managed on a non-discretionary basis where the Investor or Investors determines whether to execute on
our Investment recommendation.
The Advisor has entered into Side Letters or similar agreements that confer additional benefits with
certain Investors, including those who make substantial commitments of capital or are early-stage
Investors in a Client, or for other reasons in the Advisor’s sole discretion. Side Letters have the effect of
establishing rights under, or altering or supplementing, a Client’s other Governing Documents. Some
examples of Side Letter rights entered into include without limitation priority co-investment rights or
targeted co-investment amounts, special economic rights such as reduced management and other fees,
modified waterfall mechanics, notification provisions, regulatory considerations of specific Investors, opt
out rights, supplemental reporting and information, rights to serve on a Fund’s advisory committee,
liquidity or transfer rights, confidentiality protections and disclosure rights, modifications of default
remedies, investment pacing restrictions and “most favored nations” provisions. Subject to the Governing
Documents and/or applicable law, these Side Letter rights, benefits or privileges are not typically made
available to all Investors in the same Client, consistent with all the Governing Documents. Commencing
in September 2024, the Advisor will make disclosure of certain Side Letters to Investors (and in certain
cases, to prospective investors) as required under the new Private Fund Rule (defined below). Side Letters
are typically negotiated prior to the relevant Investor’s commitment to a Fund. Once invested in a Fund,
Investors generally cannot impose additional investment guidelines or restrictions on such Fund. There
can be no assurance that the Side Letter rights granted to one or more Investors will not in certain cases
disadvantage other Investors.