Advisory Business
Sterling Investment Management, LLC (“SIM”), a Florida limited liability company, founded in 2012
as the asset management arm of Sterling Organization, a vertically integrated real estate firm
headquartered in West Palm Beach, Florida. SIM focuses on investing in retail real estate,
neighborhood fulfillment centers and mixed-use properties with a significant retail component either
through a direct investment in real property, the acquisition of debt or debt-like instruments secured
by or relating to such real property, or the acquisition of equity securities issued by public or private
companies that are primarily engaged in investing in and/or operating such assets in select major U.S.
markets. The Sterling Organization was founded in 2007.
SIM serves as the investment adviser for, and provides discretionary investment advisory services to,
private funds (each, a “Fund”). SIM also provides discretionary investment advisory services to co-
investment special purpose funds established to invest alongside a fund in a single investment (each,
a “Co-Investment Fund”, and together with the Funds, the “Funds” unless the context otherwise
requires).
Each Fund is affiliated with a general partner (“General Partner”) with 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, and the rules and regulations promulgated thereunder (the
“Advisers Act”), pursuant to SIM’s registration in accordance with SEC guidance. The applicable
General Partner 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, SIM has been designated the role of investment adviser. For purposes of this
Brochure, references to SIM shall include the General Partners, unless the context otherwise requires.
For more information about the Funds and General Partners, please see SIM’s Form ADV Part 1,
Schedule D, Section 7.A. and Section 7.B.(1).
Advisory Services
SIM provides investment advisory services to the Funds. SIM’s investment advisory services to the
Funds consist of identifying and evaluating investment opportunities, negotiating the terms of
investments, managing and monitoring investments and achieving dispositions of such investments.
Investments are made predominantly in nonpublic companies, although investments in public
companies are permitted in certain instances. An affiliate of SIM, Sterling Retail Services (“SRS”)
provides property management, leasing and lease administration and development and construction
services to the Funds’ portfolio investments.
SIM’s investment advice and authority for each Fund is tailored to the investment objectives of that
Fund; SIM does not tailor its advisory services to the individual needs of investors in its Funds. The
Fund investment
objectives are described in and governed by, as applicable, the private placement
memorandum, limited partnership agreement, subscription agreements, investment advisory
agreements, side letter agreements and other governing documents of the relevant Fund (collectively,
“Governing Documents”) and investors determine the suitability of an investment in a Fund based
on, among other things, the Governing Documents. SIM does not seek nor require investor approval
regarding each investment decision.
Fund investors generally 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 generally cannot be excused from a particular
investment except in certain circumstances pursuant to the terms of the applicable Governing
Documents. In accordance with industry common practice, SIM 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 SIM, in each case
that have the effect of establishing rights under, or altering or supplementing, a Fund’s Governing
Documents. Examples of side letters entered into include provisions whereby investors have
expressed an interest in participating in co-investment opportunities, advisory committee
representation, certain fee arrangements, notification provisions, 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.
Commencing in September 2024, SIM will make required disclosure of certain side letters to all
investors (and in certain cases, to prospective investors) in accordance with the new Private Fund
Rule. Side letters are negotiated at the time of the Fund’s closing, and once invested in a Fund,
investors generally cannot impose additional investment guidelines or restrictions on such Fund.
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/Ownership Structure
SIM is ultimately owned by trusts and investment vehicles controlled by Brian Kosoy (and certain
family members), Adam Munder and Jordan Fried and is controlled by Brian Kosoy, Adam Munder
and Jordan Fried. For more information about SIM’s owners and executive officers, see SIM’s Form
ADV Part 1, Schedule A and Schedule B.
Regulatory Assets Under Management
As of December 31, 2023, SIM managed approximately $1.953 billion in Fund regulatory assets, all
managed on a discretionary basis. SIM does not manage any investments on a non-discretionary basis.