Generally
The Adviser, founded in 2004, is a Delaware limited liability company. The Adviser provides
investment advisory and administrative services to real estate private equity funds (the “Funds”)
and their real estate investments.
The Funds rely on the exemption contained in section 3(c)(7) of the U.S. Investment Company
Act of 1940, as amended from time to time (the “Investment Company Act”). Section 3(c)(7)
exempts issuers, among other requirements, whose outstanding securities are owned exclusively
by “qualified purchasers,” as defined under the Investment Company Act.
Principal Owner and Managers
The Adviser is principally owned by Carmel Partners Group, LLC which is controlled by Ron
Zeff.
The day-to-day affairs of the Adviser are generally managed by Matthew Golden, Michael Halper,
Bryan Crane, Phillip Owens, Elizabeth Tennican and Ron Zeff (the “Senior Managers”).
Advisory Services
The general investment strategy of the Adviser is described in Item 8 and set forth more fully,
where applicable, in the offering documents of the Funds (the “Offering Documents”) and/or in
the limited partnership agreement or similar governing agreement of the Funds (the “Partnership
Agreements”). The Adviser provides services to the Funds in accordance with the Offering
Documents and Partnership Agreements and the management agreements between the Adviser,
the Funds and the general partners of the Funds (the “Management Agreements”); together with
the Offering Documents and Partnership Agreements, the “Governing Documents”). The
Adviser’s sole clients are the Funds. The Adviser’s investment advisory services are limited to the
types of services described in this Brochure, as supplemented by the Governing Documents of the
Funds.
Fund Structure
The Funds are organized as Delaware limited partnerships. The Funds are controlled by general
partners that are related persons of the Adviser (the “General Partners”). The Funds are managed
by the Adviser. The Adviser investigates, analyzes and structures potential investments for the
Funds. The Adviser has the general authority to recommend investments to the General Partners
and perform all day-to-day investment and asset management functions of the Funds, subject to
the limitations set forth in the applicable Management Agreements and Partnership Agreements.
The General Partners are ultimately responsible for the conduct of the Funds and for making
investment decisions.
The General Partners have established for certain Funds, real estate investment trusts (“REITs”)
or other investment vehicles, to address the tax, regulatory or other concerns of certain limited
partners. The General Partners (or an affiliate) may establish investment vehicles (“Co-Investment
Funds”) for one or more limited
partners or other investors (collectively, “Co-Investors”, which,
for the avoidance of doubt, shall exclude co-developers and other joint venture partners) to co-
invest with a Fund in one or more portfolio investments of that Fund, including structuring a Co-
Investment Fund where the Fund with which Co-Investors co-invest and such Co-Investors are
limited partners or members in such Co-Investment Fund. The terms on which investors may invest
in a Co-Investment Fund may differ from those of the Fund, including, without limitation, that the
Fund will not pay any Management Fee or carried interest to such Co-Investment Fund while the
Co-Investors may be required to pay Management Fees and/or carried interest to such Co-
Investment Fund or that one or more Co-Investors may not bear their pro rata share of
indemnification obligations due to such laws, regulations or internal policies applicable to such
Co-Investors. The investment-level terms on which a Co-Investment Fund invests in a portfolio
investment, and the investment-level terms on which any investor may make a direct co-
investment in a Portfolio Investment, shall, subject to legal, tax, regulatory or other similar
considerations or as otherwise determined by the applicable General Partner in good faith to be in
the interest of the applicable Fund, be no more favorable to such Co-Investment Fund or other co-
investor than those received by the Fund. As of the date hereof, Co-Investment Funds have been
formed.
Disclosure Documents
Prior to investing in a Fund, each investor is provided with copies of that Fund’s Partnership
Agreement and, to the extent applicable, such Fund’s Offering Documents, subscription agreement
and/or summary of principal terms. Investors may also be provided with additional information,
materials or documents relating to that Fund upon their requests. Each document or material should
be read carefully, and investors should consult their own legal, tax and financial advisers, prior to
investing in a Fund.
Investment Restrictions
The Partnership Agreements contain, or incorporate by reference, restrictions on investing in
certain securities or types of securities. Such restrictions may be waived in certain cases with the
consent of a Fund’s Advisory Committee (to the extent such Fund has an Advisory Committee),
the voting members of which are representatives of the limited partners in that Fund and who are
unaffiliated with the Adviser (the “Advisory Committee,” further described in Item 6), or third-
party investors in that Fund, as applicable.
Management of Client Assets
As of December 31, 2023, the Adviser managed an aggregate of approximately $6,034,190,177 of
client assets for the Funds on a discretionary basis and no client assets on a nondiscretionary basis.