The Adviser, a Delaware limited partnership and a registered investment adviser, and its
affiliated investment advisers provide investment advisory services to investment funds privately
offered to qualified investors in the United States and elsewhere. The Adviser commenced
operations in July 2020. The Adviser is principally owned by Bill Green (the “Principal”), who
serves as the Adviser’s Managing Partner. Climate Adaptive Infrastructure LLC acts as the general
partner to the Adviser and is wholly owned by Mr. Green.
The Adviser’s clients include the following (each, a “Fund,” and together with any future
private investment funds to which the Adviser and its affiliates provide investment advisory
services, the “Funds”).
• Climate Adaptive Infrastructure Fund LP (“Main Fund I”)
• Climate Adaptive Infrastructure Fund-A LP (“Fund I-A” and together with the “Main
Fund I”, “Fund I”)
• Climate Adaptive Infrastructure Fund-TE LP (“Fund TE” and together with the “Main
Fund I”, “Fund I”)
• CAI Co-Invest Fund LP (“Co-Invest Fund”)
• CAI Co-Invest IP Fund LP (“Co-Invest IP Fund”)
• CAI-A Co-Invest Dedicated LP (“Co-Invest Dedicated Fund”, and together with Co-
Invest Fund and Co-Invest IP Fund, “SPV I”)
• CAI Co-Invest IP Fund II LP (“Co-Invest IP Fund II”)
• CAI Co-Invest IP Fund III LP (“Co-Invest IP Fund III”)
• CAI Co-Invest IP Feeder Fund III LP (“Co-Invest IP Feeder Fund III”, and together
with Co-Invest IP Fund II and Co-Invest IP Fund III, “SPV II”)
The Adviser also is permitted to serve as investment adviser to an “executive fund” offered
to employees, affiliates and other investors with a relationship to the Adviser or its personnel.
CAI GP LP and CAI GP II LP (together with any future general partners that may be
formed from time to time, each a “General Partner” and together with the Adviser and their
affiliated entities, “CAI”), is affiliated with the Adviser.
Each General Partner is subject to the Advisers Act pursuant to the Adviser’s registration
in accordance with SEC guidance. This Brochure also describes the business practices of the
General Partners, which operate as a single advisory business together with the Adviser.
The Funds are private equity funds that invest through negotiated transactions in
infrastructure-related assets, operating entities or projects, generally referred to herein as “portfolio
investments.” CAI’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 for such investments. Although investments
are made predominantly in non-public companies, investments in public companies are permitted.
From time to time, the senior principals or other personnel of the Adviser or its affiliates generally
serve on such portfolio investments’ respective boards of directors or otherwise act to influence
control over management of portfolio investments of the Funds.
The advisory services to the Funds are detailed in the applicable Fund’s private placement
memoranda or other offering documents (each, a “Memorandum”), limited partnership or other
operating agreements (each, a “Partnership Agreement” and, together with any relevant
Memorandum, the “Governing Documents”) and, as applicable, are further described below
under “Methods of Analysis, Investment Strategies and Risk of Loss.” Investors in the Funds
participate in the overall investment program for the applicable Fund, but in certain circumstances
are excused from a particular investment due to legal, regulatory or other agreed-upon
circumstances pursuant to the Governing Documents; such arrangements generally do not and will
not create an adviser-client relationship between the Adviser and any investor. The Funds or the
General Partners generally enter into side letters or other similar agreements (“Side Letters”) with
certain investors that have the effect of establishing rights under, or altering or supplementing the
terms (including economic or other terms) of, the Governing Documents with respect to such
investors.
Additionally, from time to time and as permitted by the Governing Documents, CAI
expects to provide (or agree to provide) co-investment opportunities (including the opportunity to
participate in co-invest vehicles) to certain investors or other persons, including other sponsors,
market participants, strategic investors, finders, consultants, service providers, CAI’s personnel
and/or certain other persons associated with CAI and/or its affiliates (e.g., a vehicle formed by the
Adviser’s principals to co-invest alongside a particular Fund’s transactions). Such co-investments
typically involve investment and disposal of interests in the applicable portfolio investment at the
same time and on the same terms as the Fund making the investment. However, from time to time,
for strategic and other reasons, a co-investor or co-invest vehicle (including a co-investing Fund)
purchases a portion of an investment from one or more Funds after such Funds have consummated
their investment in the portfolio investment (also known as a post-closing sell-down or transfer),
which generally will have been funded through Fund investor capital contributions and/or use of
a Fund credit facility. Any such purchase from a Fund by a co-investor or co-invest vehicle
generally occurs shortly after the Fund’s completion of the investment to avoid any changes in
valuation of the investment. Where appropriate, and in CAI’s sole discretion, CAI reserves the
right to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise
equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the
relevant Fund for related costs. However, to the extent such amounts are not so charged or
reimbursed, they generally will be borne by the relevant Fund.
As of December 31, 2023, the Adviser managed approximately $1,376,488,081 of client
assets on a discretionary basis.