Based in Chicago, Illinois, Equity International Management, LLC (“Equity International,” the
“Management Company” or the “Firm”), a Delaware limited liability company, is a private equity
firm focused on entity-level investments in real estate and other asset-intensive operating
companies, including investing directly in real estate assets, across the world. The Management
Company commenced operations in November 2005, and its predecessors commenced operations
in June 1999.
Equity International and its relying adviser, Madison Canal (the “Relying Adviser”), serve as the
investment adviser for, and provide discretionary investment advisory services to, private funds
(“Funds”) exempt from registration under the Investment Company Act of 1940, as amended (the
“Investment Company Act”), as well as to special purpose co-investment funds established to
invest alongside a fund in a single portfolio company (a “Co-Investment Fund” and collectively
the “Funds”, unless otherwise specified). Certain of these Funds are referred to herein as “Feeder
Funds” as they invest directly or indirectly in an applicable Fund as investors. More information
about the Equity International Funds is available in the Firm’s Form ADV Part 1, Schedule D,
Section 7.B.(1) and about the Relying Adviser in Schedule R.
The Firm is affiliated with each Fund’s general partner (each a “General Partner”), which are
deemed registered under the Advisers Act pursuant to Equity International’s registration in
accordance with SEC guidance. More information about the Funds’ General Partners is available
in the Firm’s Form ADV Part 1, Schedule D, Section 7.A.
Unless otherwise provided in the applicable Governing Documents, each of the General Partners
has the authority to make investment decisions for the relevant Fund that it serves. However, the
General Partners typically contract with the Management Company to provide the day-to-day
advisory services for the Funds. References to the strategy and operations of the General Partners
throughout this Brochure should be read to include the activities of the Management Company and
other Equity International affiliates, including the Relying Adviser, that collectively engage in the
investment process and ongoing management of the Funds’ investments. This Brochure therefore
describes the business practices of the General Partners, Management Company and Relying
Adviser together as one registrant.
Equity International’s investment advisory services to the Funds consist of identifying and
evaluating investment opportunities, negotiating and structuring investments, managing and
monitoring the investments during the hold period and achieving dispositions. The Funds
generally make investments in nonpublic companies, although investments in public companies
are permitted and some Funds do hold public securities in their portfolio. Investments are
structured as debt, equity or hybrid securities. Each portfolio company has its own independent
management team responsible for managing its day-to-day operations, although the senior
principals and/or the personnel of Equity International generally serve on a portfolio company’s
boards of directors or otherwise act to influence or exercise control over management of the
portfolio companies held by the Funds.
Equity International’s advisory services for the Funds are further described in the applicable
private placement memoranda, Fund limited partnership agreements, subscription agreements,
investment advisory agreements, side letter agreements and other governing documents of the
relevant Fund (collectively, the “Governing Documents”), as well as generally below under Item
8, “Methods of Analysis, Investment Strategies and Risk of Loss,” and Item 16, “Investment
Discretion.” Investors determine the suitability of investment in a Fund based, among other things,
on the Governing Documents. Equity International does not tailor its advisory services to the
individual needs of investors in its Funds. The Governing Documents typically include restrictions
on the types of investments that Equity International can cause the applicable Fund to make.
Investors in the Funds participate in the overall investment program for the applicable Fund. In
accordance with industry common practice, Equity International has entered into side letters or
similar agreements with investors in the Funds that have the effect of establishing additional rights
for the investor under, or altering or supplementing with respect to the investor, a Fund’s
Governing Documents. Examples of side letters entered into include “most favored nation”
provisions, notice requirements, limited partner advisory board representation, provisions whereby
investors have expressed an interest in participating in co-investment opportunities, certain fee
arrangements and applicability of tax exemptions, among others. These rights, benefits or
privileges are not always made available to all investors nor in some cases are they required to be
disclosed to all investors, consistent with general market practice. Side letters are negotiated at
the time of a Fund’s formation, 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.
As of December 31, 2022, Equity International had regulatory assets under management of
approximately $1.617 billion, $1.500 billion managed on a discretionary basis and $117.0 million
managed on a non-discretionary basis.
The Management Company is principally owned by trusts and other entities established by or for
the benefit of Sam Zell and members of his family. References herein to ownership by Mr. Zell
should be interpreted to include ownership by trusts and other entities established for the benefit
of Mr. Zell and members of his family. For more information about Equity International’s owners
and executive officers, see the Firm’s Form ADV Part 1, Schedule A and Schedule B.