Overview
For purposes of this brochure, the “Adviser” means Carbon Direct Capital Management LLC, a
Delaware limited liability company, together (where the context permits) with its affiliated general
partners of the Funds (as defined below) (and, together with the family of related entities operating
under the “Carbon Direct Capital” name and mark). Please see Item 10 below, for information
regarding entities, including Carbon Direct Inc. and Carbon Direct LLC, which are affiliates of the
Adviser, but do not provide investment supervisory services and are not included within the
definition of “Adviser”.
The Adviser provides investment supervisory services to investment vehicles (the “Funds”) that are
exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”)
and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities
Act”).
The Funds invest primarily in privately held companies and/or projects with a primary focus on
business models, products, services, and/or technology related to managing CO
2
, including
capturing, removing, and recycling carbon dioxide, including alternative energy sources such as
hydrogen. The Adviser’s advisory services consist of investigating, identifying and evaluating
investment opportunities, structuring, negotiating and making investments on behalf of the Funds,
managing and
monitoring the performance of such investments and disposing of such investments.
The Adviser provides investment supervisory services to each Fund in accordance with the limited
partnership agreement (or analogous organizational document) of such Fund or separate investment
and advisory, investment management or portfolio management agreements (each, an “Advisory
Agreement”).
Investment advice is provided directly to the Funds, subject to the discretion and control of the
applicable general partner, and not individually to the investors in the Funds. Services are provided
to the Funds in accordance with the Advisory Agreements with the Funds and/or organizational
documents of the applicable Fund. Investment restrictions for the Funds, if any, are generally
established in the organizational or offering documents of the applicable Fund and Advisory
Agreements negotiated with investors in the applicable Fund (such documents collectively, a Fund’s
“Organizational Documents”).
The principal owner (i.e., owner of more than 25%) of Carbon Direct Capital Management LLC is
Jonathan Goldberg, the “Managing Member” of Carbon Direct LLC. The Adviser has been in
business since 2012. As of December 31, 2023, the Adviser manages a total of $696,000,000 of
client assets, all of which is managed on a discretionary basis. The Adviser does not manage assets
on a non-discretionary basis.