Core and Value Advisors, LLC (“CVA,” “we,” “our” or “us”) was formed in July 20101 by certain
senior CVA professionals and Stockbridge Capital Group, LLC (“Stockbridge”), an affiliated
investment adviser, to provide real estate investment advisory services. On October 31, 2023, in
connection with a minority investment in Stockbridge by an investment vehicle managed by Blue
Owl GPSC Advisors LLC (Blue Owl Capital Inc.’s GP Strategic Capital platform) (“Blue Owl,” and such
investment vehicle, the “Minority Investor”), Stockbridge became the sole owner of CVA. Each of
CVA and Stockbridge are registered as investment advisers with the United States Securities and
Exchange Commission (the “SEC”).
CVA is managed on a day-to-day basis by Sollie Raso, CVA’s Executive Managing Director. Terrence
Fancher, Chief Executive Officer of Stockbridge, controls Stockbridge and, as a result, Mr. Fancher
ultimately controls CVA. Neither Blue Owl nor the Minority Investor has authority over the day-to-
day operations or investment decisions of CVA or our clients (as defined below).
Our investment advisory and supervisory services to clients are provided principally with respect
to real estate properties and real estate-related assets and businesses on a discretionary and non-
discretionary basis. Our investment activities generally are separated into four broad real estate
investment categories: core, core plus, value-added and opportunistic. For a further description of
these categories, as well as information on the specific investment strategies we pursue and how
we may tailor our services to meet the needs of our clients, please refer to “Item 8 – Methods of
Analysis, Investment Strategies and Risk of Loss.”
CVA provides investment advisory and supervisory services to the following commingled
investment funds, each formed as a Delaware limited partnership:
• Smart Markets Fund, L.P. (“Smart Markets Fund LP”);
• Stockbridge Niche Logistics Fund, LP (“Niche Logistics Fund LP”);
• Stockbridge Niche Logistics Fund OP, LP (“Niche Logistics Fund OP” and together with Niche
Logistics Fund LP, the “Niche Logistics Fund”).
• Stockbridge Value Fund II, LP (“Value Fund II”);
• Stockbridge Value Fund III, LP (“Value Fund III”);
• Stockbridge Value Fund IV, LP (“Value Fund IV”);
• Stockbridge Value Fund V, LP (“Value Fund V LP”); and
• Stockbridge Value Fund V Feeder, LP (“Value Fund V Feeder” and together with Value Fund
V LP, “Value Fund V” and together with Value Fund II, Value Fund III and Value Fund IV, the
“Value Funds”).
CVA also provides investment advisory services to FundRock LIS S.A., the Alternative Investment
Fund Manager under applicable European Union law to Smart Markets Luxembourg Fund, SCSp, a
special limited partnership under the laws of the Grand Duchy of Luxembourg and parallel fund to
Smart Markets Fund LP (“Smart Markets Lux Fund” and together with Smart Markets Fund LP, the
1 CVA was originally organized with the State of Delaware under the name “Stockbridge Core and Value Partners LLC.”
Its name was changed to “Core and Value Advisors, LLC” in March 2011.
“Smart Markets Fund”). Collectively, the Value Funds, Smart Markets Fund, and Niche Logistics
Fund are referred to as the “Funds.”
The Smart Markets Fund is an open-end commingled fund that invest predominantly with a core
strategy. The Niche Logistics Fund is an open-end commingled fund that invests predominantly
with a core plus strategy. Investments for the open-end commingled funds are generally intended
to be made through one or more subsidiaries that qualify as REITs for U.S. federal income tax
purposes.
Niche Logistics Fund OP is an operating partnership and indirect subsidiary of Niche Logistics Fund
LP formed to satisfy special structuring requirements of certain investors. Niche Logistics Fund LP
indirectly invests its assets into Niche Logistics Fund OP.
In addition to the indirect investment by Niche Logistics Fund LP into Niche Logistics Fund OP,
additional limited partners may invest directly into Niche Logistics Fund OP by contributing
property to Niche Logistics Fund OP in exchange for limited partnership interests in Niche Logistics
Fund OP.
The Value Funds are closed-end commingled funds that invest predominantly with a value-added
strategy with investments generally intended to be made through one or more subsidiaries that
qualify as real estate investment trusts (each, a “REIT”) for U.S. federal income tax purposes. Value
Fund V Feeder was formed for the specific purpose of acquiring a limited partner interest in Value
Fund V LP.
In 2019, CVA executed three Services and Sub-Advisory Agreements with Stockbridge in
connection with (i) Stockbridge’s Investment and Asset Management Agreement with Stockbridge
NLP, LLC and its subsidiary Stockbridge NLP OP, L.P. (collectively, “Stockbridge NLP”); (ii)
Stockbridge’s Investment and Asset Management Agreement with Stockbridge Strategic Industrial
Venture, LLC and its subsidiary Strategic Industrial
Venture OP, L.P (collectively, “SSIV”); and (iii)
Stockbridge’s Investment and Asset Management Agreement with Stockbridge SIV Reno, LLC (“SIV
Reno”). We refer to these clients as “Platforms,” which are investment vehicles built around
specific investment themes, property type(s) and/or management expertise of an operating
partner. Platforms are typically structured as pooled investment vehicles with a limited number of
investors, including in some cases affiliates of CVA and other clients advised by CVA. CVA’s services
vary by Platform but include Board and Investment Committee participation, portfolio and asset
management, and sourcing investment opportunities. The Platforms acquire, manage and dispose
of industrial properties in the United States. Stockbridge U.S. Logistics, LP (“U.S. Logistics”), a
Delaware limited partnership, was formed in 2020 to invest in Stockbridge NLP and potentially in
other industrial properties outside of Stockbridge NLP. With respect to U.S. Logistics, CVA and
Stockbridge jointly provide investment and asset management services to the client under a single
investment management agreement.
We also advise separately managed accounts (each, an “SMA” and collectively, “SMAs”) for
institutional real estate investors (each, an “SMA Client” and collectively, “SMA Clients”) on a
continuous and regular basis. We provide advice to SMA Clients regarding investment of client
funds in real estate assets based on such client’s individual investment needs. We work closely
with SMA Clients to understand their goals and objectives and develop investment strategies that
address the needs of the individual SMA Clients. SMA Client investment advisory agreements
typically include investment guidelines, restrictions, and parameters designed to meet the client’s
desired investment strategy and risk tolerance, which may limit investments to certain locations or
types of assets and may also limit the extent of leverage. We typically produce an annual
investment plan designed to implement the client’s goals, and also provide clients with quarterly
and annual reporting concerning the investments, income and expenses of the account.
The organization of the assets within an SMA differs with each SMA, but typically includes one or a
series of partnerships, limited liability companies or corporations (or a combination of the
foregoing) owning real estate properties and other real estate and real estate-related assets and
businesses. In certain cases, CVA or an affiliated entity serves, directly or indirectly, as general
partner of one or more of the partnerships holding the assets within an SMA, or as managing
member or manager of one or more of the limited liability companies holding the assets within an
SMA. Our investment professionals may also serve as officers of any such entities, or as officers
and/or directors of one or more corporations holding assets within an SMA. In some cases, we will
assume management of an existing SMA that was previously managed by an unaffiliated manager.
Depending on the requirements of the applicable client, an SMA may be structured as a limited
partnership or limited liability company (an “SMA Partnership”) in which certain of our investment
professionals invest their own capital via the general partner or another investment entity. SMA
Clients may also be structured as a REIT (an “SMA REIT”). We currently manage one SMA
Partnership and one SMA REIT (collectively with other SMAs, the Platforms, U.S. Logistics and the
Funds, our “clients”).
CVA tailors its advisory services to the specific investment objectives and restrictions of each client
account as set forth in such client account’s confidential private placement memorandum, limited
partnership agreement, limited liability company agreement, investment management agreement,
sub-advisory agreement and/or other governing documents including investor side letters
(collectively, the “Governing Documents”). Investors and prospective investors of each client
should refer to the applicable Governing Documents for complete information on the investment
objectives and investment restrictions with respect to such client. There is no assurance that any
of the client accounts’ investment objectives will be achieved or that their investment strategies
will be successful.
As of December 31, 2023, CVA managed approximately $20,499,074,8092 of client assets,
including $12,593,060,358 of client assets managed on a discretionary basis and $7,906,014,4513
managed on a non-discretionary basis.
2 The assets of U.S. Logistics, Niche Logistics Fund LP and Value Fund V Feeder have been excluded in calculating CVA’s
regulatory assets under management to preclude double-counting of regulatory assets under management.
3 This amount includes the total assets of the Platforms co-managed with Stockbridge. Stockbridge also includes those
amounts in its own reporting of regulatory assets under management.