Ecosystem Investment Partners, LLC (together with its fund general partners (unless otherwise
specified, “EIP” or the “Firm”), a Delaware limited liability company, is a private fund manager based
in Baltimore, Maryland. Founded in 2006 and formed in 2007, the Firm makes investments in large-
scale ecological restoration and conservation projects. These projects meet a large and growing
demand for environmental offsets that mitigate impacts to wetlands, streams and other important
natural resources stemming from infrastructure, commercial, industrial and residential development.
EIP’s primary investment focus is on mitigation for unavoidable and permitted impacts required by
the federal Clean Water Act of 1972 (“Clean Water Act”) and Endangered Species Act of 1973
(“Endangered Species Act”). EIP’s differentiated approach involves the acquisition, entitlement,
restoration, sustainable management and, ultimately, divestiture of properties that generate revenues
through the sale of wetland, stream, endangered species and other environmental credits to entities
seeking compliance under the aforementioned regulations. Additionally, EIP selectively undertakes
investments that deliver regionally significant restoration projects through pay-for-success contracts
whereby EIP finances, designs and constructs large-scale projects, receiving fixed payments, or
performance-based revenues, as ecological success milestones are achieved.
EIP forms private funds to invest in these opportunities. Current income generated by the sale of
mitigation credits and other fully-contracted pay-for-success contracts is expected to represent the
majority of the total return for the private funds with the remainder of the private funds’ total return
expected to be driven by real estate divestment.
EIP serves as the investment adviser for, and provides discretionary investment advisory services to,
certain private funds (the “Main Funds”). EIP also provides discretionary investment advisory
services to co-investment special purpose funds (each, a “Co-Investment Fund” and together with the
Main Funds the “Funds”, unless the context otherwise requires) established to invest alongside a Fund
in one or more investments. In addition, in certain circumstances, as more fully described in Item 7
below, the Firm permits certain third parties to co-invest directly into a Portfolio Investment Vehicle
(“Direct Co-Investments”) for the benefit of the Funds. The Direct Co-Investments are not
considered Funds or clients of EIP and EIP does not earn direct compensation for its involvement
with Direct Co-Investments.
Each Fund is affiliated with a general partner (“General Partner”) with authority to make investment
decisions on behalf of the Funds. These General Partners are deemed registered under the Investment
Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (“Advisers
Act”), pursuant to EIP’s registration in accordance with SEC guidance. While the General Partners
maintain ultimate authority over the respective Funds, EIP has been designated the role of investment
adviser. For more information about the Funds and General Partners, please see EIP’s Form ADV
Part 1, Schedule D, Section 7.A. and Section 7.B.(1).
EIP is principally owned by: (i) a family partnership established for Co-Founder and Managing Partner
Nicholas H. Dilks; (ii) an investment holding company established for Managing Partner Heath A.
Rushing; and (iii) an investment holding company established for Managing Partner Adam I. Davis.
Decision-making authority for EIP and the General Partners resides with the Managing Partners of
EIP, Messrs. Dilks, Rushing and Davis. For more information about
EIP’s owners and executive
officers, see EIP’s Form ADV Part 1, Schedule A and Schedule B.
EIP provides investment advisory services as a private fund manager to its Funds. The Funds invest
through privately negotiated transactions in real estate that is associated with ecological restoration
and conservation projects. EIP’s investment advisory services to the Funds consist of identifying and
evaluating investment opportunities, negotiating the terms of purchase, sale and/or lease agreements
for land, executing the entitlement and construction of Fund investments, restoring the properties and
selling the mitigation credits, offsets and other Fund assets to third parties. Investments are made
predominantly in real estate, specifically focused on land-based environmental offset markets
surrounding wetland, stream and endangered species habitat mitigation projects throughout the
United States (“U.S.”).
EIP’s investment advice and authority for each Fund is tailored to the investment objectives of that
Fund; EIP does not tailor its advisory services to the individual needs of limited partners in its Funds.
These objectives are described, as applicable, in the private placement memorandum, limited
partnership agreement, subscription agreements, investment advisory agreements, side letter
agreements, services management agreements and other governing documents of the relevant Fund
(collectively, “Governing Documents”) and limited partners determine the suitability of an investment
in a Fund based on, among other things, the Governing Documents. The Firm does not seek or
require limited partner approval regarding each investment decision.
Main Fund limited partners generally cannot impose restrictions on investing in certain securities or
types of securities, other than through side letter agreements. Limited partners in the Main Funds
generally 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, EIP has entered
into side letters or similar agreements with certain Main Fund limited partners, 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 EIP, 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 co-investment preferences, certain fee arrangements, notification provisions, reporting
requirements, rights with respect to transfers of interest and secondary investments, ability to appoint
advisory board members and “most favored nations” provisions, among others. These rights, benefits
or privileges are not always made available to all limited partners nor in some cases are they required
to be disclosed to all limited partners, consistent with general market practice. Side letters are
negotiated at the time of the relevant limited partner’s capital commitment, and once invested in a
Fund, limited partners generally cannot impose additional investment guidelines or restrictions on
such Fund. While EIP will seek to not disadvantage the Fund or other limited partners in entering
side letters, there can be no assurance that the side letter rights granted to one or more limited partners
will not in certain cases disadvantage other limited partners.
As of December 31, 2023, EIP managed $972,609,036 in regulatory assets under management, all
managed on a discretionary basis. EIP does not manage any investments on a non-discretionary basis.