Firm Description
Cortland Investment Management, LLC (together with its general partners and relying advisers (unless
otherwise specified), the “Investment Manager”), a Delaware limited liability company, is a real estate
investment advisory firm headquartered in Atlanta, Georgia with offices in Charlotte, Dallas, Denver,
Houston, Orlando, Phoenix and Greenwich, Connecticut. Cortland is a vertically integrated
investment management and operating platform with expertise in the acquisition, development, asset
management and property management of multifamily properties.
The Investment Manager’s parent company, Cortland Holdings, LLC was founded in 2005 (“CH”).
CH, together with its subsidiaries and CH’s affiliate, Cortland Partners, LLC and its subsidiaries (“CP”)
are subsidiaries of CIOPS Consolidated Holdings, LLC (the “Parent Company”). The registrant,
Cortland Investment Management, LLC, was founded in 2018 to act as the investment adviser to the
Funds (as defined below). At times, this Brochure references “Cortland” generally. Cortland is a brand
identifier for a family of companies that invests in, owns, develops and manages multifamily apartment
communities and provides certain ancillary services in connection therewith. References to “Cortland”
also includes the Parent Company and its relevant subsidiaries, including, without limitation, the
Investment Manager.
The Investment Manager currently acts as an investment adviser for and provides discretionary
investment advisory services to two types of real estate investment fund products, all exempt from
registration under the Investment Company Act of 1940, as amended, (“Investment Company Act”):
(i) the opportunistic funds, Cortland Partners Fund II, LLC (“Fund II”), Cortland Partners Fund III,
LLC (“Fund III”), Cortland Partners Fund IV, LLC (“Fund IV”), Cortland Enhanced Value Fund V,
L.P. (“Fund V”) and Cortland Enhanced Value Fund VI, L.P. (“Fund VI”) (collectively, the
“Opportunistic Funds”) and (ii) an income fund, (Cortland Growth and Income, L.P. (the “Income
Fund”)). The Opportunistic Funds and the Income Fund intend to rely on and qualify for the
exclusions from the definition of “investment company” set forth in Sections 3(c)(7), 3(c)(5)(c) or
3(c)(6) of the Investment Company Act. The Investment Manager also acts as an investment adviser
to co-investment special purpose vehicles established to invest alongside a fund in a single asset or
portfolio investment (“Co-Investment Funds” and collectively with the previously mentioned funds,
the “Funds”, unless the context otherwise requires).
Each Fund is affiliated with either (i) a general partner or (ii) a manager, which is a “relying adviser”
(collectively, the general partners and relying advisers, the “General Partners”), in each case which
have the authority to make investment decisions on behalf of the Funds. The General Partners are
deemed registered under the Investment Advisers Act of 1940, as amended (“Advisers Act”), pursuant
to the Investment Manager’s registration in accordance with SEC guidance. The applicable General
Partner of each Fund retains investment discretion and investors in the Funds do not participate in
the control or management of the Funds. While the General Partners maintain ultimate authority over
the respective Funds, the Investment Manager has been designated the role of investment adviser.
The General Partners are, directly and indirectly, wholly-owned by CP. For more information
regarding the Funds, General Partners and relying advisers, please see the Investment Manager’s Form
ADV Part 1, Schedule D, Sections 7.A and 7.B.(1) and Schedule R.
Advisory Services
The Investment Manager provides advisory, management, administrative and other services to private
pooled investment vehicles and other entities and ventures primarily with respect to direct or indirect
investments in multifamily real estate properties, interests and assets through privately negotiated
transactions in multifamily properties located in target growth markets. The Investment Manager’s
investment advisory services to the Funds consist of identifying and evaluating investment
opportunities, negotiating the terms of investments, managing the investment in the properties and
achieving dispositions, refinances or other capital transactions with respect to the investment
properties. Cortland or its affiliates, including, without limitation, wholly-owned subsidiaries of the
Funds, also acts as the managing member or general partner (on behalf of certain Funds and other
investment vehicles) for other joint venture partnerships, with respect to which the Investment
Manager provides continuous and regular supervisory management or services but which are not
securities and therefore are not included in the Investment Manager’s Form ADV.
The Investment Manager and its affiliates have created
various special purpose entities to facilitate the
investments of the Funds. The Opportunistic Fund investments primarily consist of direct or indirect
equity investments in partnerships or limited liability companies (referred to as “Subpartnerships”)
that in turn invest, directly or indirectly, in real estate. Each Subpartnership invests in an existing
property to be renovated, developed, operated, sold, or otherwise disposed with the exception of Fund
V and Fund VI (each of which invests a minority of its capital commitments in such structure). The
Opportunistic Funds invest the majority of their capital commitments through their Subpartnerships
in joint ventures with institutional financial partners in which each Opportunistic Fund provides a
portion only of each joint venture’s equity capital commitments. Target capital commitments for
investment in Subpartnerships vary by Fund and are described in each Fund’s Governing Documents.
The Investment Manager does not tailor its advisory services to the individual needs of investors in
its Funds; the Investment Manager’s investment advice and authority for each Fund is tailored to the
investment objectives of that Fund. The Investment Manager’s investment advice is provided in
accordance with the investment objectives, strategies, restrictions and terms and conditions set forth
in and governed by the applicable offering, operating and governing documents (the “Governing
Documents”). The information in this Brochure is qualified in its entirety by the information set forth
in such documents.
Fund investors cannot impose restrictions on investing in certain securities or types of securities, other
than through side letter agreements. Investors in the Funds participate in the overall investment
program for the applicable Fund and cannot be excused from a particular investment except pursuant
to the terms of the applicable Governing Documents; however, Income Fund investors are permitted
certain redemption provisions as specified in the Governing Documents.
In accordance with industry common practice, the Investment Manager has entered into side letters
or similar agreements with certain investors, including those who make substantial commitments of
capital or were early-stage investors in the Funds or for other reasons in the sole discretion of the
Investment Manager. In each case that have the effect of establishing, altering or supplementing rights
(including preferential economic terms) under a Fund’s Governing Documents. Examples of side
letter rights entered into include co-investment rights and provisions whereby investors have
expressed an interest in participating in co-investment opportunities, advisory board representation,
certain fee arrangements, notification provisions, regulatory considerations with regard to specific
investors, redemption and opt out rights, reporting requirements and “most favored nations”
provisions, among others. These rights, benefits or privileges are not always made available to all
investors, consistent with the Governing Documents and general market practice. Side letters are
negotiated at the time of the relevant investor’s commitment, and once invested in a Fund, investors
generally cannot impose additional investment guidelines or restrictions on such Fund, except through
the Governing Document amendment process set forth in each Fund’s limited partnership agreement.
There can be no assurance that the side letter rights granted to one or more investors will not in certain
cases disadvantage other investors.
Principal Owners
The Investment Manager is a wholly-owned subsidiary of Cortland Holdings, LLC, a Delaware limited
liability company, which is ultimately majority owned and controlled by Steven DeFrancis and entities
controlled by, or under common control with, Mr. DeFrancis. For more information about the
Investment Manager’s owner and executive officers, see the Investment Manager’s Form ADV Part
1, Schedules A and B.
Regulatory Assets Under Management
As of December 31, 2023, the Investment Manager managed approximately $5.583 billion in
regulatory assets under management attributable to private funds, all on a discretionary basis. Cortland
and its affiliates’ gross real estate assets under management, is approximately $20.5 billion, which
includes (A) assets held by Funds (which reflects the total value of such properties, including any debt
and third party equity in interests held through Subpartnerships associated therewith) as well as (B)
the full value of assets held together with third-party joint venturers outside of such Funds, irrespective
of Cortland’s ownership percentage in such assets. Gross real estate assets under management reflects
the total value of the various portfolios and properties owned in whole or in part by Cortland.