FIRM AND PRINCIPAL OWNERS
CMS Fund Advisers, LLC (sometimes called the “Firm” in this brochure) is a Delaware
limited liability company and successor by merger in 2010 to the business of CMS Fund
Advisers, Inc. CMS Fund Advisers, Inc. was formed in 2002 as a spin-out of the
advisory business of CMS Investment Resources, Inc., which commenced advisory
operations in 1982.
The Firm has one owner, CMS Holdco, LLC, which is also called the Firm’s sole
member and manager. CMS Holdco, LLC, in turn, is owned by 6 parties: David
Clapper, Morey H. Goldberg, William A. Landman, Richard A. Mitchell, Paul Silberberg
and Mark I. Solomon’s estate. These persons’ ownership interests are not equal, and no
one person owns 25% or more of CMS Holdco, LLC. CMS Holdco, LLC is managed by
a board of managers comprised of the first five individuals listed who are its owners.
The Firm has no subsidiaries.
Effective January 1, 2012, the Firm ceased advising new clients and two new related
investment advisers began operations in a planned reorganization of CMS’s real estate
and private equity businesses to separate investment platforms and change their
ownership and control structures. MainLine Investment Advisers, LLC (“MLIA”) was
formed to advise or subadvise certain private equity and other private fund clients, and
Merion Realty Advisers, LLC (“MRA”) was formed to subadvise and advise certain real
estate fund clients. For the purposes of this brochure, the Firm, MLIA and MRA are
called advisory affiliates notwithstanding their ownership and control differences. Please
refer to Item 10 for more information about financial industry affiliations.
INVESTMENT SUPERVISORY SERVICES
The Firm’s main business is to provide investment advice to various private equity and
real estate investment funds which are called our clients. Clients are limited partnerships
that are related to us because there is majority common ownership and control between
the Firm and the general partners of those limited partnerships. Some of our clients are
funds of funds meaning that they invest in other investment funds that may or may not be
related to us. All of our current clients are closed-end (meaning they do not accept
additional subscribers after a stated offering period) investment partnerships with capital
committed by investors that usually is drawn down and contributed over time to purchase
investment securities and pay expenses. Most of our clients do not offer redemption
rights or liquidity to their investors. Please refer to the Schedule of Firm Clients included
at the back of this Form ADV.
Our advice is considered to be investment supervisory services because we give
continuous advice based on the individual needs of each client. We look for investments
that meet the stated objectives, strategy and investment guidelines of each client. We will
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only recommend that a client buy a security if that type of security and the amount to be
invested in that security meets the client’s objectives, strategy and investment guidelines
as stated in the client’s offering memorandum and partnership agreement. We supervise
the entire investment process and monitor the performance of each investment security
held by our clients. We make recommendations to buy, hold and sell investment
securities. However, we do not make the final investment decisions. In other words, we
do not have investment discretion. The final investment decisions are made by the
general partners of the various limited partnerships that are our clients. As stated above,
there is common majority ownership and control between the Firm and those general
partners. In cases where MLIA or MRA is acting as ultimate subadviser, MLIA or MRA
may be providing some or all of the services described above. At this time, all private
fund clients where the Firm exclusively provided continuous investment advice have been
liquidated.
We (or a related subadviser) primarily provide advice with respect to stock, equity
securities and debt securities in private companies and limited partnerships. We also may
offer advice with respect to a wide variety of securities, including (i) any type of private
or public stock or equity interests, (ii) investment company securities, (iii) warrants, (iv)
corporate debt securities, (v) municipal securities, (vi) options contracts on securities,
(vii) various equity and debt interests in or secured by real estate, and (viii) interests in
other investment funds such as private equity, real estate, buyout, venture capital and
hedge funds.
We do not participate in wrap fee programs.
The Firm has been winding down business affairs and all remaining private fund clients
are in various stages of liquidation. As such, the amount of client assets we currently
manage is only $5.883 million (as of valuations available in March 2024 – values are
updated annually in accordance with SEC reporting obligations). All assets remaining
are advised by either MLIA or MLIA and MRA as subadviser(s) since January 1, 2012.
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