A. Description of the Firm
GIM and its Relying Advisers are Delaware limited liability companies established in 2014 and are
primarily controlled by Mr. Seth B. Lipsay. The Relying Advisers are in a control relationship with
GIM, are subject to a unified compliance program and are relying on GIM’s registration under the
Investment Advisers Act of 1940 (the “Advisers Act”) and are not separately registering themselves.
GIM together with the Relying Advisers and the general partners to the Private Funds (as defined
below) are collectively referred to herein as “Galaxy”.
Galaxy is comprised of a team of seasoned professionals with over 130 years of combined
experience in commercial real estate lending and investing, with an average of 25 years of
experience for the leadership team.
B. Types of Advisory Services
Galaxy provides investment advisory and management services to certain private investment funds
investing directly or indirectly in real estate-related investments secured by or otherwise relating to
commercial real estate-related assets and entities. The private investment funds include flagship
funds co-sponsored by GIM (the “Flagship Funds”) and a master fund in a master-feeder structure
established as an insurance dedicated fund (the “IDF”, together with the Flagship Funds, the “Private
Funds”). The IDF is owned in its entirety by Sterling Realty Finance Fund VIP Series (the “SRF Series”)
Interest of the SALI Multi-Series Fund, L.P. (the “SALI Fund”). SALI Fund Management, LLC is
responsible for investing the SALI Fund’s assets, but has delegated certain discretionary and advisory
powers to Galaxy with respect to the SRF Series. The SRF Series will invest solely in the IDF. Interest
in the SRF Series will generally only be available to insurance carriers.
Galaxy is not currently involved in investments which are not related to real estate (other than for
certain liquid securities acquired for cash management purposes for certain of the Private Funds).
Galaxy may form and act as investment manager or sub-adviser to similar privately offered funds or
separately managed accounts in the future (the “Affiliated Funds”).
From time to time, Galaxy will establish parallel and/or feeder funds or alternative investment
vehicles, or other entities through which limited partners will make all or a portion of their capital
contributions in the Private Funds or Affiliated Funds if Galaxy determines in its reasonable opinion,
that such arrangements
are expected to preserve in all material respects the overall economic
relationship of such limited partners, taking into consideration applicable legal, tax, regulatory or
other considerations.
Galaxy will offer co-investment opportunities to certain of the Investors in the Private Funds and
Affiliated Funds and other third-parties, in each case, on such terms and conditions as determined by
Galaxy in its sole and absolute discretion, but having no obligation to do so.
The services provided to the Private Funds in the capacity as the investment manager or sub-
adviser include organizing and managing the Private Funds’ business affairs; acquiring, financing
and disposing of investments; preparing financial statements; preparing tax related schedules; and
providing investor relations functions such as drafting, printing and distributing correspondence to
investors and prospective investors.
C. Client Tailored Services and Client Tailored Restrictions
Galaxy manages each Private Fund based on the investment objectives and investment restrictions
set forth in the limited partnership agreement or limited liability company agreement of each such
Private Fund (together with any amendments thereto, each an “Operating Agreement”) and
investment management agreement or sub-advisory agreement between us and each such Private
Fund and/or the Private Fund’s investment manager, as applicable (together with any amendments
thereto, each a “Management Agreement“, and together with the Operating Agreement and the
confidential private placement memorandum of a Private Fund (along with any applicable
supplements), the “Governing Documents”). Certain investment restrictions are identified in the
terms of the Private Funds’ Governing Documents. Galaxy provides investment advice directly to the
Private Funds and not individually to the investors in each Private Funds (the “Investors”). The
Investors in the Private Funds are not advisory clients of Galaxy, but the Investors could impose
restrictions on certain investments by the Private Funds for legal, regulatory or tax reasons.
D. Wrap Programs
Galaxy do not participate in wrap fee programs.
E. Assets Under Management
Galaxy manages the Private Funds’ assets on a discretionary basis in accordance with the terms and
conditions of the Private Funds’ Governing Documents. As of December 31, 2023, Galaxy had
regulatory assets under management of $267,302,828.