Carbon Direct Capital Management LLC

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 CO2, 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 2020. As of December 31, 2025, the Adviser manages a total of $729,560,296 of client assets, all of which is managed on a discretionary basis. The Adviser does not manage assets on a non-discretionary basis.

The Adviser or its affiliates generally receive Management Fees and Carried Interest (each as defined below) or similar performance-based remuneration from a Fund. References herein to “Funds” refer to such subsidiary vehicles as applicable. A Fund and/or its portfolio companies also from time to time make other payments to the Adviser or its affiliates, including Carbon Direct Inc., for services provided to the Funds and/or portfolio companies which, in certain circumstances in accordance with a Fund’s Organization Documents, may not reduce the Advisory Fees payable to

the Adviser. Additionally, consistent with each Fund’s Organizational Documents, the Funds bear certain out-of-pocket expenses incurred by the Adviser in connection with the services provided to the Funds and/or their portfolio companies. Further details about such fees and expenses are set forth below. Management Fees As compensation for investment supervisory services rendered to the Funds, the Adviser receives from each such Fund a management fee (each, a “Management Fee”) typically calculated based on committed capital or remaining invested capital, with respect to such Fund. Management Fees may be reduced during the life of a Fund. The precise amount of, and the manner and calculation of, the Management Fees for each Fund are established by the Adviser and are set forth in such Fund’s Organizational Documents. The Management Fees and other fees and distributions described herein are generally subject to modification, waiver, or reduction by the Adviser in its sole discretion, both voluntarily and on a negotiated basis with selected investors, which may not be disclosed to other investors in the same Fund. The fee structures described herein may be modified from time to time. Fees may differ from one Fund to another, as well as among investors in the same Fund. Certain investors in the Funds that are employees or other associates of the Adviser, its affiliates, or their personnel (including any related entity established by any of the foregoing, such as trusts, charitable programs, endowments, or related programs, family investment vehicles and other estate planning vehicles) (collectively, “Adviser Investors”) will not typically pay Management Fees or Carried Interest in connection with their investment in a Fund. Furthermore, the Adviser has in the past and may, from time to time in the future establish certain investment vehicles through which Adviser Investors or other third parties may invest alongside one or more Funds in one or more investment opportunities, which may not pay Management Fees or Carried Interest. Management Fees billed to and received from the Funds are payable quarterly either (i) in advance, generally on the first day of each fiscal quarter, or (ii) in arrears, generally on the last day of each fiscal quarter. Upon termination of an Advisory Agreement, Management Fees that have been prepaid, if any, are generally returned on a prorated basis. Expenses Adviser Expenses To the extent provided in the Organizational Documents of the Funds and except as described below as a “Fund Expense,” as a general matter, the Adviser will bear its own internal costs of existence and operations, such as rent, utilities, communications, office supplies, office equipment, member/employee salaries and benefits (not including Carried Interest compensation described in Item 6 below), expenses incurred in excess of a Fund’s organizational expense cap as applicable. Fund Expenses Consistent with the Organizational Documents of the Funds, each Fund will bear all other costs, expenses and losses incurred by such Fund, its general partner, or an affiliate thereof and associated with the formation, operation, dissolution, winding-up, liquidation or termination of the Fund to the extent not borne by its portfolio companies, including (i) the management fee, (ii) organizational expenses, (iii) all fees, costs and expenses incurred in connection with (A) identifying, investigating,

evaluating, acquiring, consummating, holding, maintaining, monitoring and disposing of investments (including legal, accounting, auditing, custodial, consulting, investment banking and other fees and expenses, commissions, appraisal fees, taxes, brokerage and other finders fees, merger fees, registration fees, due diligence and similar fees and expenses, and all reasonable out- of-pocket entertainment and travel and related expenses (including business class (or equivalent) air travel, car services, hotel accommodations and meals) incurred by members, employees and/or other agents of the Adviser and its affiliates in connection with the foregoing and also investment and disposition opportunities that are not consummated); (B) any bank account, credit facility, guarantee, line of credit, loan commitment, letter of credit or similar credit support or other indebtedness involving a Fund or a Fund investment (including any fees, costs and expenses incurred in obtaining such borrowings and indebtedness and interest arising out of such borrowings and indebtedness); (C) the managed distribution of marketable securities; (D) actual or threatened litigation or administrative proceedings involving the Partnership that are allocated to the Partnership and attributable to Partnership activities; (E) indemnification expenses; (F) complying with (or facilitating compliance with) any applicable law, rule or regulation (including legal fees, costs and expenses), regulatory filing or other expenses of a Fund, the Adviser or its affiliates, anti- money laundering compliance and any compliance, filings or other obligations related to or arising out of the Alternative Investment Fund Managers Directive 2011/61/EU, in each case, involving or otherwise related to a Fund; (G) fees and expenses related to the negotiation of agreements with limited partners, including side letters; (H) complying with tax withholding and other information reporting regimes, including FATCA and similar laws or regulations; (I) legal, consulting, custodial, administration, auditing, accounting, appraisal, valuation and other professional services related to a Fund (including (1) fees and expenses of any third-party administrator, (2) expenses associated with the preparation of a Fund’s financial statements, tax returns and Schedules K-1, (3) fees and expenses in respect of Carbon Direct Inc. Services to the extent such fees and expenses are not materially inconsistent with terms negotiated at arm’s length, and any other fees and expenses for consulting or similar services related to the carbon management ecosystem, and (4) other than in respect of Carbon Direct Inc. Services, all or a portion of the reasonable fees and expenses of any special adviser or other similar employee of or consultant to the Adviser or its affiliates that are paid by the Adviser and that is determined in good faith should be reimbursed by the Partnership); (J) developing, licensing, implementing, maintaining or upgrading any web portal, extranet tools, computer software or other administrative or reporting tools (including subscription-based services) for the benefit of a Fund, Fund investors or a Fund investment; (K) meetings of the Fund advisory committees, including travel expenses of the members of a Fund Advisory Committee and representatives of the Adviser and its affiliates to attend such meetings; (L) annual or other meetings of the Fund investors, whether individually or as a group, including travel expenses of representatives of the Adviser and its affiliates, portfolio companies, Carbon Direct Inc. and third- party clients of Carbon Direct Inc. and of other industry participants attending such meetings; (M) variable administrative expenses such as Bloomberg fees, Capital IQ fees, Juniper Square fees, research and software expenses and other expenses incurred in connection with data services, and fees for attendance of industry conferences, the primary purpose of which is sourcing or monitoring Partnership investments; (N) obtaining research and other information for the benefit of the Partnership, including information service subscriptions, technical and scientific advisory services, as well as the operation and maintenance of information systems used to obtain such research and other related information; (O) fees and expenses related to any activist-related activities; fees paid to proxy and securities class action advisory firms; (P) risk management assessments and analysis of the Partnership’s assets; (iv) any taxes or other governmental charges incurred or payable by the Partnership; (v) the portion of any expenses allocated to the Partnership by the General Partner in good faith with respect to any CEO conference or similar event conducted by the

Management Company, Carbon Direct Inc. or any affiliate thereof, including the travel expenses of representatives of the Adviser, its affiliates and portfolio companies attending such event; (vi) premiums and fees for liability insurance allocated to a Fund by the Adviser or an affiliate in good faith (including the Adviser’s group insurance policy, cyber- security policy, general partner’s, directors’ and officers’ liability or other similar insurance policies, errors and omissions insurance, financial institution bond insurance and any other insurance for coverage of liabilities to any person that are incurred in connection with the activities of a Fund) to protect the Adviser and other representatives; and (vii) and all ongoing or recurring or extraordinary expenses attributable and allocable to the activities of the Partnership. From time to time, the general partner of a Fund creates certain “special purpose vehicles” or similar structuring vehicles for purposes of accommodating certain tax, legal, and regulatory considerations of investors (“SPVs”). In the event the general partner creates an SPV, expenses related to its organization and formation and other expenses incurred solely for the benefit of the SPV will be borne consistent with the applicable Organizational Documents. In addition, expenses of the types borne by a Fund but associated with any feeder fund or similar vehicle organized to facilitate the participation of certain investors in the Fund (including, without limitation, expenses of accounting and tax services) may be borne by the Fund and indirectly, the investors thereof (even if such investors do not participate in any such feeder fund or similar vehicle). Co-Investment Vehicle Fees and Expenses In certain cases, a co-investment vehicle, or other similar vehicle established to facilitate the investment by investors to invest alongside one or more Carbon Direct Capital Funds may be formed in connection with the consummation of a transaction. These co-investment vehicles may also be referred to as an SPV or a Fund. Consistent with the Organizational Documents of such coinvestment vehicle, certain expenses (including those related to its organization and formation and other expenses incurred solely for the benefit of the co-investment vehicle, as well as expenses incurred in connection with making and holding an investment) are generally borne by such coinvestment vehicle. Expenses, otherwise qualifying as co-investment vehicle expenses, which are paid or incurred for the benefit, or to satisfy obligations, of the co-investment vehicle as well as one or more Carbon Direct Capital Funds which invest in the same company shall be generally allocated among such entities. In addition, the Adviser and its affiliates have discretion to (i) receive performance-based compensation, Management Fees, or similar fees from co-investors and (ii) collect customary fees in connection with actual or contemplated investments that are the subject to co-investment arrangements. Allocation of Expenses From time to time the Adviser will be required to decide whether certain fees, costs and expenses should be borne by the Adviser, a Fund, a portfolio company, co-investors, and/or a third party (each, an “Allocable Party”) and if so, how such fees costs and expenses should be allocated among the relevant Allocable Parties. Certain fees, costs, and expenses may be the obligation of one particular Allocable Party and may be borne by such Allocable Party or, fees, costs, and expenses may be allocated among multiple Allocable Parties. The Adviser allocates fees, costs, and expenses in accordance with a Fund’s Organizational Documents. To the extent not addressed in the Organizational Documents of a Fund, the Adviser will make allocation determinations among

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Loss Methods of Analysis and Investment Strategies The Adviser’s strategy has primarily focused on venture capital and growth equity investments in carbon management technology. The Adviser anticipates it may subsequently launch additional strategies related to carbon management. Risks Investing in securities involves a substantial degree of risk. A Fund may lose all or a substantial portion of its investments, and investors in the Funds must be prepared to bear the risk of a complete loss of their investments. In addition, material risks relating to the investment strategies and methods of analysis described above, and to the types of securities typically purchased by or for the Funds, include the following: Risks Associated with Portfolio Investments. Identifying and participating in attractive investment opportunities and assisting in the building of successful young/emerging enterprises is difficult. There is no assurance that a Fund’s investments will be profitable and there is a substantial risk that a Fund’s losses and expenses will exceed its income and gains. Any return on investment to the limited partners will depend upon successful investments made on behalf of a Fund by that Fund’s general partner. There often will be little or no publicly available information regarding the status and prospects of portfolio companies. Many investment decisions by a Fund’s general partner will be dependent upon the ability of its members and agents to obtain relevant information from non-public sources, and the general partner often will be required to make decisions without complete information or in reliance upon information provided by third parties that is impossible or

impracticable to verify. The marketability and value of each investment will depend upon many factors beyond the general partner’s control. Typically, although a member of the general partner may serve on a portfolio company’s board of directors, each portfolio company will be managed by its own officers (who generally will not be affiliated with a Fund or its general partner). A Fund may hold minority positions in portfolio companies or acquire securities that are subordinated vis- à-vis other securities as to economic, management or other attributes. Portfolio companies may have substantial variations in operating results from period to period, face intense competition, and experience failures or substantial declines in value at any stage. Portfolio companies may need substantial additional capital to support growth or to achieve or maintain a competitive position. Such capital may not be available on attractive terms. A Fund’s capital is limited and may not be adequate to protect such Fund from dilution in multiple rounds of portfolio company financing. The public market for high technology and other emerging growth companies is extremely volatile. Such volatility may adversely affect the development of portfolio companies, the ability of a Fund to dispose of investments, and the value of investment securities on the date of sale or distribution by a Fund. In particular, the receptiveness of the public market to initial public offerings by a Fund’s portfolio companies may vary dramatically from period to period. An otherwise successful portfolio company may yield poor investment returns if it is unable to consummate an initial public offering at the proper time. Even if a portfolio company effects a successful public offering, a Fund or its limited partners may be prevented from disposing of the portfolio company’s securities for a material period of time due to a contractual “lock-up,” applicable law or other restrictions. Similarly, the receptiveness of potential acquirors to a Fund’s portfolio companies will vary over time and, even if a portfolio company investment is disposed of via a merger, consolidation, or similar transaction, a Fund’s stock, security, or other interests in the surviving entity may not be marketable. There can be no guarantee that any portfolio company investment will result in a liquidity event via public offering, merger, acquisition, or otherwise, and there is a significant risk that a Fund’s investments will yield little or no return. Generally, the investments made by a Fund initially will be illiquid and difficult to value, and there will be little or no collateral to protect an investment once made. At the time of a Fund’s investment, a portfolio company may lack one or more key attributes (e.g., proven technology, appropriate patent protection, marketable product, complete management team, regulatory approvals, or strategic alliances) necessary for success. Many or most of a Fund’s portfolio companies will be dependent for their success upon the development, implementation, marketing and customer acceptance of new technologies that can be rendered obsolete or otherwise unattractive at any time. In some (possibly most) cases, the success of a Fund’s portfolio companies will depend upon the development of business, technology, or other “ecosystems” that may or may not reach critical mass during the relevant time period. In particular, there have been many examples of technology-related investments that failed to produce attractive returns simply because they were made too early in the development of such ecosystems, and there can be no assurance that a Fund will make investments at the proper time to achieve its investment goals. Some portfolio companies may be reliant for their success upon regulatory approvals, while others may require changes to existing (or the development of new) regulatory regimes. Regulatory approvals and changed or new regulatory regimes may be costly, difficult, or impossible to obtain (and, if obtained, may be forthcoming only after a very extended period of time). Investments into certain types of regulated portfolio companies may impose costly and burdensome regulatory obligations upon a Fund itself. In most cases, investments will be long term in nature and may require many years from the date of initial investment before disposition. It is likely that a Fund will still hold some illiquid securities at the time of a Fund’s dissolution, with the result that such securities may be distributed in-kind or sold for a price that reflects their illiquid nature. A Fund’s general partner will not be prohibited from causing a Fund to invest follow-on capital in

portfolio companies. However, it generally is anticipated that portfolio companies that require large amounts of follow-on capital will receive some or all of such additional capital, if any, from other sources (possibly including other Carbon Direct Capital investment funds). If a Fund’s portfolio companies obtain additional capital from sources other than the Fund, such Fund’s investments could be significantly diluted. Relative to more mature companies, emerging companies often have not yet developed comprehensive legal, regulatory, financial audit, control, and similar compliance capabilities. This will make it more difficult for a Fund’s general partner to conduct diligence upon prospective portfolio companies and to monitor companies that have entered a Fund’s portfolio. It enhances the risks that otherwise successful portfolio companies will experience adverse consequences due to unintended violations of legal, regulatory, or similar obligations. It also enhances the risks that portfolio companies or a Fund will experience adverse consequences due to intentional wrongdoing by portfolio company personnel or third parties. It is anticipated that a portion of a Fund’s investment portfolio will consist of securities issued by publicly traded companies (e.g., as the result of a direct investment in publicly traded securities, an initial public offering effected by a previously private portfolio company, or acquisition of a private portfolio company by a publicly traded company). The fact that a portfolio company is publicly traded will not necessarily reduce the business and other risks associated with an investment in such company. For example, the last few decades have seen multiple periods during which early-stage companies have been able to effect initial public offerings, and the stage at which companies are able to effect an initial public offering varies in different markets around the world. Moreover, investments in publicly traded companies often are subject to additional risks, such as increased risks of litigation and greater securities law and other regulatory burdens, as well as risks associated with “insider trading” and similar rules. A Fund may also participate in initial public offerings and direct listings of companies with no, or limited, operating results at the time of offering or which the Adviser has not previously invested in. Since such companies often have a limited operating history and the Adviser may have only limited information about the business and operations of such companies, a Fund will have a limited basis upon which to evaluate the company’s ability to achieve its business objective. Accordingly, investments in initial public offerings and direct listings can be volatile and a Fund cannot predict whether any such investment will be successful. Follow-On Investments. It is expected that certain Funds may seek to provide follow-on financing to portfolio companies of another Fund. Pursuant to a Fund’s partnership agreement, a Fund’s general partner may cause a Fund to transfer to other Funds any follow-on or preemptive rights that such Fund may have obtained in connection with portfolio company investments. Prospective investors should presume that the transferring Fund will not be compensated for the transfer of any such rights. In particular, although it is common practice in the venture capital and private equity industries for an investor to be protected from the punitive provisions of a “pay-to-play” round if an affiliate of the investor satisfies such investor’s deemed investment obligation in respect of the financing round, other Funds will be under no obligation to protect a Fund’s existing investments from the negative impacts of any “pay-to-play” or similar provisions. Warehoused Portfolio Investments. Pursuant to a Fund’s partnership agreement, certain investments may be made prior to a Fund’s initial closing through a holding vehicle owned by persons associated with a Fund’s general partner (including other Funds). While it is intended that

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The Adviser currently provides investment supervisory services to the Funds. Investment advice is provided directly to the Funds (subject to the direction and control of the general partner of each such Fund, if applicable) and not individually to investors in such Fund. Interests in the Funds are offered pursuant to applicable exemptions from registration under the Securities Act and the 1940 Act. Investors in the Funds are generally “qualified purchasers” as defined in the 1940 Act, and may include, among others, high net worth individuals, banks, thrift institutions, pension and profit sharing plans, trusts, estates, charitable organizations, university endowments, corporations, limited partnerships, and limited liability companies or other entities. In some cases, the Funds may accept “accredited investors” who do not meet the definition of “qualified purchasers” including knowledgeable employees and other individuals. The Adviser generally does not have a minimum size for a Fund or has discretion to waive any stated minimum size.

With respect to each Fund a portion of the profits of each Fund is distributed to its general partner, if any, as carried interest (the “Carried Interest”). Each general partner of a Fund is a related person of the Adviser. Carried Interest paid by a Fund is indirectly borne by investors in such Fund. Certain Funds and investors in such Funds (including Adviser Investors) may incur lower or no Carried Interest. The payment of Carried Interest at varying rates (including varying effective rates based on the past

performance of a Fund) creates an incentive for the Adviser to disproportionately allocate time, services, or functions to Funds paying Carried Interest at a higher rate. See Item 11 below regarding allocation for additional information relating to how conflicts of interests are generally addressed by the Adviser.

Related General Partners Various entities serve as general partners of the Funds and are related persons of the Adviser. For a description of material conflicts of interest created by the relationship among the Adviser and the general partners, as well as a description of how such conflicts are addressed, please see Item 11 below. Material Affiliations In addition to wholly owning the Adviser, Carbon Direct LLC is a beneficial owner of Carbon Direct

Inc. Carbon Direct Inc. provides a broad range of carbon management services, including scientific advisory and technology solutions to third parties, including the Adviser and the Funds. For a description of material conflicts of interest created by the relationship among the Adviser and Carbon Direct LLC and Carbon Direct Inc., as well as a description of how such conflicts are addressed, please see Item 11 below. Other Management Person Affiliations The Managing Member owns BBL, which is Commodity Pool Operator and Commodity Trading Advisor (NFA ID: 0465996). BBL is in the process of winding down and has ceased active commercial operations not otherwise related to the wind down process. BBL’s application to withdraw its registration as a Commodity Pool Operator and Commodity Trading Advisor is pending with the CFTC. The Adviser and the Funds do not receive or perform commercial services in connection with BBL and the Adviser and BBL are separate businesses.

Personal Trading Code of Ethics The Adviser has adopted a written Code of Ethics that is applicable to all of its members, officers, principals, employees, and other personnel of the Adviser, as well as officers, principals, employees, and certain independent contractors (collectively, “Adviser Personnel”). The Code of Ethics, which is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (as amended, the “Advisers Act”), establishes guidelines for professional conduct and personal trading procedures, including certain pre-clearance and reporting obligations. Adviser Personnel and their families and households may purchase investments for their own accounts, including the same investments as may be purchased or sold for a Fund subject to the terms of the Code of Ethics. Under the Code of Ethics, Adviser Personnel are also required to file certain periodic reports with the Adviser’s Chief Compliance Officer as required by Rule 204A-1 under the Advisers Act. The Code of Ethics helps the Adviser detect and prevent potential conflicts of interest. Adviser Personnel who violate the Code of Ethics may be subject to remedial actions, including, but not limited to, profit disgorgement, fines, censure, demotion, suspension, or dismissal. Adviser Personnel are also required to promptly report any violation of the Code of Ethics of which they become aware. Adviser Personnel are required to annually certify compliance with the Code of Ethics. A copy of the Code of Ethics is available to any client or prospective client upon written request to: Alicia Estella, Chief Compliance Officer, at 17 State Street, Suite 2030, New York, NY 10004. Participation or Interest in Client Transactions The Adviser and certain employees and affiliates of the Adviser may invest in and alongside the Funds, either through the general partners, as direct investors in the Funds or otherwise. A Fund or its general partner, as applicable, may reduce all or a portion of the Management Fee and Carried Interest related to investments held by such persons. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” immediately below.

Due in part to the fact that potential investors in a Fund (including purchasers of a limited partner’s interests in a secondary transaction) or a co-investment opportunity (see below) may ask different questions and request different information, the Adviser in certain circumstances provides certain information to one or more prospective investors that it does not provide to all of the prospective investors or limited partners. Conflicts of Interest The Adviser and its related entities engage in a broad range of activities, including investment activities for their own account and for the account of other investment funds, and providing transaction-related, investment advisory, management, and other services to funds and operating companies. In the ordinary course of conducting its activities, the interests of a Fund will, from time to time conflict with the interests of the Adviser, other Funds, or their respective affiliates. Certain of these conflicts of interest, as well a description of how the Adviser addresses such conflicts of interest, can be found below. The material conflicts of interest encountered by a Fund include those discussed below, although the discussion below does not necessarily describe all of the conflicts that may be faced by a Fund. Other conflicts may be disclosed throughout this brochure and the brochure should be read in its entirety for other conflicts. Other conflicts may be disclosed in a Fund’s offering documents and such documents including a Fund’s Organizational Documents should be read in its entirety prior to requesting admittance into such Fund. Each Fund will be subject to various potential and actual conflicts of interest. For example: (i) members or affiliates of a Fund’s general partner may receive directors fees or similar compensation from portfolio companies of a Fund; (ii) members or affiliates of a Fund’s general partner may make venture capital/private equity and joint venture investments separate and apart from, or alongside with, a Fund; (iii) members or affiliates of a Fund’s general partner may participate in joint ventures or similar arrangements with third parties (including with current and prospective investors in Carbon Direct Capital funds); (iv) a Fund’s general partner and its members and affiliates will be permitted to invest in or manage other investment funds and similar vehicles (including vehicles that co-invest with a Fund) during a Fund’s term, any of which may compete with a Fund for investment opportunities, management time and attention, or otherwise; (v) a Fund may invest in companies in which members or affiliates of a Fund’s general partner have a pre-existing interest or subsequently or simultaneously acquire an interest via different investment funds or other means (e.g., through other funds advised by the Adviser or an affiliate); and (vi) members or affiliates of a Fund’s general partner may make investment opportunities available to certain individuals or institutions with whom they have strategic relationships. In that regard, actions may be taken by members or affiliates of a Fund’s general partner (including other funds advised by the Adviser or an affiliate) that are different from and may be adverse to a Fund. Among other considerations, when members or affiliates of a Fund’s general partner hold interests in portfolio companies other than through the corresponding Fund, those interests may substantially differ from the Fund’s interests in such companies due to differences in liquidation preference, voting rights or other investment terms. This may result in such members or affiliates having personal investment interests that directly conflict with the interests of a Fund. Moreover, members or affiliates of a Fund’s general partner may, in connection with their management of other venture capital/private equity funds or otherwise, enter into (or have entered into) non-competition or similar agreements that effectively preclude a Fund from taking advantage of certain investment acquisition or disposition opportunities or otherwise adversely impact a Fund.

Conflicts of interest are not limited to the Adviser’s members or affiliates who are investment professionals. They may extend to all affiliated personnel, including finance, compliance, legal, and other back-office staff of the Adviser and its affiliates. By reason of their responsibilities in connection with other activities of the Adviser and its affiliates, certain Adviser personnel may acquire confidential or material non-public information or be restricted from initiating transactions in certain securities. A Fund will not be free to act upon any such information. Due to these restrictions, a Fund may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. Portfolio companies of a Fund may be in, or come into, competition with other companies in which members or affiliates of a Fund’s general partner have an interest via different investment funds or other means. Members or affiliates of a Fund’s general partner may promote the interests of such other companies over the interests of portfolio companies of a Fund, which could have a detrimental effect on a Fund. Members or affiliates of a Fund’s general partner may also assist certain of such other companies with their marketing and sales activities, which may include introductions to prospective customers that include portfolio companies of the Fund. In addition, portfolio companies of a Fund may acquire, or be acquired by, portfolio companies of other investment funds directly or indirectly associated with the Adviser or its affiliates. Except to the limited extent specifically provided in a Fund’s Organizational Documents, none of a Fund’s general partner or the members or affiliates of such general partner will have any obligation to alter their own investment activities or the activities of any other investment fund in order to protect or promote the interests of a Fund. Certain Adviser personnel may hold interests in a side-by-side vehicle which is generally managed in parallel with certain holdings of the Carbon Direct Capital Fund. Adviser personnel may have enhanced and/or accelerated redemption rights in this side-by-side vehicle, including (i) with respect to securities that may be treated as “qualified small business stock” under applicable tax laws, (ii) to permit Adviser personnel to hold securities issued by any portfolio company they serve as a director or advisor, (iii) to the extent a Fund’s general partner determines necessary or advisable to address any capital shortfall that may otherwise result from the materially different mix of stock and cash contributed by Adviser personnel to such vehicle, (iv) upon the death of such Adviser personnel or their spouses, and (v) to satisfy tax obligations. Adviser personnel are also expected to benefit from reduced (or no) management fee and incentive allocations at the side-by-side vehicle. As such, the investment experience of Adviser personnel participating through the side- by-side vehicle will be materially different from those limited partners who participated in the initial seeding transaction of the Carbon Direct Capital Fund. Provisions contained within a Fund’s Organizational Documents that authorize the Adviser, its members or affiliates to engage in investment, management or other activities outside, or alongside, a Fund, or to cause a Fund to make investments (or otherwise approve transactions) in respect of which the Adviser, its members or its affiliates have conflicting interests, will override certain common law and statutory fiduciary duties that would apply in the absence of such provisions and (in particular) may place the limited partners in a materially less favorable position than if the Adviser, its members and affiliates engaged in no activities other than managing a Fund or were otherwise subject to unmodified fiduciary duties to a Fund and the limited partners. For example,

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Selection of Brokers and Dealers For each of the Funds, the Adviser has, subject to the direction of such Fund’s general partner, if applicable, sole discretion over the purchase and sale of investments (including the size of such transactions) and the broker or dealer, if any, to be used to effect transactions. In placing each transaction for a Fund involving a broker-dealer, the Adviser will seek “best execution” of the transaction except to the extent it may be permitted to pay higher brokerage commissions in exchange for brokerage and research services (as listed below). “Best execution” means obtaining for a Fund account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account the circumstances of the transaction and the reputability and reliability of the executing broker or dealer. Best execution is not limited solely to the consideration of the best available commission rate. In determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, the Adviser’s investment and operations teams takes into account all factors that it deems relevant to the broker’s or dealer’s execution capability, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer, and the quality of service rendered by the broker or dealer in other transactions. In addition, the Adviser may consider the use of Electronic Communications Networks (“ECNs”) when placing trades on behalf of the Funds. When purchasing or selling over-the-counter securities with market makers, the Adviser generally seeks to select market makers it believes to be actively and effectively trading the security being purchased or sold. In order to monitor best execution, the Adviser’s investment and operations teams, in consultation with the Adviser’s Chief Compliance Officer as needed, will periodically monitor broker-dealers to assess the quality of execution of brokerage transactions effected on behalf of the Adviser and each Fund. To the extent consistent with achieving best execution, the Adviser may also consider other business a particular broker or dealer may have done with the Adviser, such as identifying investment opportunities, performing investment banking services and providing services to the Adviser’s principals. The Adviser may “pay up” (e.g., pay a higher commission to execute a trade than the lowest available negotiated commission) using a portion of a broker-dealer’s brokerage commission (i.e., soft dollars) for brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. A broker-dealer providing such brokerage and research services may receive a commission that is in excess of the amount of commission another broker-dealer would have received for effecting that transaction provided the Adviser determines in good faith that such commission was reasonable in relation to the value of the research and brokerage services provided by the broker-dealer. Any such research service may be broadly useful and of value to the Adviser in rendering investment advice to all or a significant portion of the Funds, or may be relevant and useful for the management of one or only a few Funds’ accounts, regardless of whether such account or accounts paid commissions to the broker- dealer through which the research service was provided. A conflict of interest exists when a broker-dealer provides such research services, however, as the Adviser will have an incentive to favor such broker-dealer over others that may charge lower commissions.

Aggregation of Trades The Adviser and its affiliates may aggregate (or bunch) the orders of more than one Fund for the purchase or sale of the same publicly traded security. The Adviser often employs this practice because larger transactions may enable them to obtain better overall prices, including lower commission costs or mark-ups or mark-downs. The Adviser and its affiliates may combine orders on behalf of Funds with orders for other Funds for which it or its affiliates have trading authority, or in which it or its affiliates have an economic interest. In such cases, the Adviser and its affiliates generally aggregate trade orders for publicly traded securities and digital assets so that each participating Fund will receive the average price for each execution of a transaction. If an order for more than one Fund for a publicly traded security cannot be fully executed, allocation shall be made based upon the Adviser’s procedures for allocation of investment opportunities, as described in Item 11 above.

For details regarding economic benefits provided to the Adviser by non-clients, including a description of related material conflicts of interest and how they are addressed, please see Items 5 and Item 11 above. In addition, the Adviser and its related persons may, in certain instances, receive discounts on products and services provided by portfolio companies of Funds and/or the customers or suppliers of such portfolio companies. The Adviser may engage one or more persons to act as a placement agent for a Fund in connection with the offer and sale of interests to certain potential investors. Such persons generally will receive a fee in an amount equal to a percentage of the capital commitments for interests made by such potential investors to such Fund that are subsequently accepted. Such Fund may bear the costs of such placement agent fees, subject to any limitations set forth in its Organizational Documents.

See Item 10 below for additional information on BBL Commodities LP (“BBL”). On March 28, 2023, BBL consented to the entry of an order of the Commodity Futures Trading Commission regarding violations of Regulation 166.3, 17 CFR § 166.3 (2022), which can be found here.

Oversight and Monitoring The investment portfolios of the Funds are generally private, illiquid, and long-term in nature, and accordingly the Adviser’s review of them is not directed toward a short-term decision to dispose of securities. However, the Adviser closely monitors the portfolio companies of the Funds and generally maintains an ongoing oversight position in such portfolio companies. The portfolios are reviewed by a team of investment professionals on an on-going basis. The team generally includes Managing Partners and other investment professionals of the Adviser. Reporting Investors in the Funds typically receive, among other things, a copy of audited financial statements of the relevant Fund as promptly as is reasonably possible after the fiscal year end of such Fund, as well as quarterly performance reports within 60 days after each fiscal quarter end. The Adviser and the applicable general partner, if any, will from time to time, in their sole discretion, provide additional information relating to such Fund to one or more investors in such Fund as they deem appropriate.

The Adviser and its affiliates are deemed to have custody of the assets of pooled investment vehicles and intends to comply with Rule 206(4)-2 under the Investment Advisers Act of 1940, as amended, by meeting the conditions of the pooled vehicle annual audit provision.

Investment advice is provided directly to the Funds, subject to the direction and control of the general partner of each Fund 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 Documents of the applicable Fund.

The Adviser has established written policies and procedures setting forth the principles and procedures by which the Adviser votes or gives consent with respect to securities owned by the Funds (“Votes”). The guiding principle by which the Adviser votes all Votes is to vote in the best interests of each Fund by maximizing the economic value of the relevant Fund’s holdings, taking into account the relevant Fund’s investment horizon, the contractual obligations under the relevant Advisory Agreements or comparable documents, and any other relevant facts and circumstances the Adviser determines to be appropriate at the time of the vote. The Adviser does not permit Voting decisions to be influenced in any manner that is contrary to, or dilutive of, this guiding principle. It is the Adviser’s general approach to vote or give consent on all matters presented to security holders in any Vote. However, the Adviser reserves the right to abstain on any particular Vote or otherwise withhold its vote or consent on any matter if, in the judgment of the “Investment Committee”, which includes the Adviser’s Managing Member, Chief Investment Officer and Chief Compliance Officer (the “CCO”), such vote or consent is not in the best interests of the relevant Funds. Funds generally cannot direct the Adviser’s Vote. All Voting decisions initially are referred to the Investment Committee, who will then review the issues and arrive at a decision based on the overriding principle of seeking the maximization of the economic value of the relevant Funds’ holdings. When making a decision, the Investment Committee may rely on any information and/or research available, including input from other Adviser personnel or third parties. The Adviser prefers Voting decisions to be the product of unanimous decisions by the Investment Committee, but the Managing Member’s vote shall be dispositive. The Adviser’s CCO has the responsibility to monitor Votes for any conflicts of interest, regardless of whether they are actual or perceived. All Voting decisions will require a mandatory conflicts of interest review by the Adviser’s CCO in accordance with these policies and procedures, which will include consideration of whether the Adviser or any investment professional or other person recommending how to vote and/or the Adviser’s affiliates and their clients has an interest in how the Vote is voted that may present a conflict of interest. In addition, all Adviser investment professionals are expected to perform their tasks relating to the voting of Votes in accordance with the principles set forth above, according the first priority to the best interest of the relevant Funds. The Adviser’s CCO will use their best judgment to address any such conflict of interest and ensure

that it is resolved in accordance with their independent assessment of the best interests of the Funds. Where the Adviser’s CCO deems appropriate in their sole discretion, unaffiliated third parties may be used to help resolve conflicts or to otherwise assist the Adviser in fulfilling all or part of its voting obligations. In this regard, the Adviser can retain independent fiduciaries, consultants, or professionals to assist with Voting decisions and/or to which Voting and/or consent powers may be delegated in accordance with its proxy voting policies and procedures. Copies of relevant proxy logs, identifying how proxies were voted in connection with a Fund and copies of proxy voting policies are available to any client or prospective client upon written request to: Alicia Estella, Chief Compliance Officer, at 17 State Street, Suite 2030, New York, NY 10004. Item 18. Financial Information

Item 19. Requirements for State-Registered Advisers