A. Description of the Advisory Firm
Lightsmith Climate Resilience Management LLC (the “Firm” or the “Investment Adviser”), a
Delaware limited liability company, is an investment advisory firm based in New York.
Lightsmith was formed on November 14, 2019 and is indirectly owned by Jay Koh and Sanjay
Wagle who are both Managing Directors of the Firm. Lightsmith Group, LLC is the principal
owner and member of the Firm.
B. Types of Advisory Services
The Firm serves as investment adviser to Lightsmith Climate Resilience Partners SCSp RAIF
(the “Fund” or the “Partnership”), a private investment fund. Investors (as defined below)
will invest in the Fund via one or more compartments of the Fund (each a “Sub-Fund” or
collectively “Sub-Funds”) (the Fund and the Sub-Funds collectively “Funds”). The Firm may
decide in the future to sponsor or manage additional private investment funds (collectively
with the Funds, the “Clients”).
The Partnership is established as a Luxembourg reserved alternative investment fund
(“RAIF”) within the meaning of the Luxembourg law of 23 July 2016 on reserved alternative
investment fund, as amended, the (the “RAIF Law”), organized as a special limited
partnership (société en commandite spéciale) and qualifying as an alternative investment
fund (AIF – as defined below) within the meaning of the Directive 2011/61/EU (the “AIFMD”)
and the Luxembourg law of 12 July 2013 relating to alternative investment fund managers,
as may be amended from time to time (the “AIFM Law”).
Entities affiliated with the Investment Adviser serve as general partners to the Funds (the
“General Partners” and each, a “General Partner” and together with the Investment
Adviser and other affiliated entities “Lightsmith”) and delegate authority to the Investment
Adviser to serve as the investment adviser. Each General Partner is subject to the Advisers
Act pursuant to the Investment 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 Investment Adviser.
The General Partner of the Fund has appointed Lemanik Asset Management S.A., a
Luxembourg public company (société anonyme) authorized as alternative investment fund
manager under the Luxembourg law of 12 July 2013 on alternative investment fund manager
and under the supervision of the Luxembourg financial supervisory authority (commission
de surveillance du secteur financier) (the “AIFM”), to serve as the alternative investment fund
manager of the Partnership under the AIFMD. Upon registration with the SEC, the Firm
assumed the role of Investment Manager and Portfolio Manager on December 14, 2023. The
AIFM is responsible for exercising the
portfolio risk function of the Fund.
Pursuant to each Fund’s offering memorandum, limited partnership agreements
(“Partnership Agreement”), and subscription documents (“Subscription Documents”)
(and collectively “Constituent Documents”), Lightsmith advises the Funds which are growth
equity funds formed to make direct, active, growth equity sustainable investments in
companies that offer climate resilience solutions, with the goal of producing measurable,
positive impacts on climate adaptation and climate mitigation.
The Funds are offering limited partnership interests (“Interests”) to certain qualified
investors as described in response to Item 7, below (such investors are referred to herein as
“Investors and/or Limited Partners”)
In order to facilitate investment by certain investors, the General Partner may organize one
or more parallel investment entities or managed accounts (each, a “Parallel Fund”) which
will invest, hold and divest proportionally in Portfolio Investments on substantially the same
terms and conditions (at the level of investment) and at the same time as the Partnership,
subject to applicable legal, tax or regulatory considerations. Where appropriate, references
to the Partnership herein will include any Parallel Funds and references to the Investors
include investors in the Parallel Funds.
If the General Partner determines that it is advisable in connection with the making, holding
or disposition of one or more Portfolio Investments, the General Partner, the AIFM or their
affiliates may create one or more alternative investment vehicles (each, an “Alternative
Investment Vehicle”) to effect any such investment in lieu of the Partnership. References to
the Partnership’s Investments herein will include any investment made outside the
Partnership through an Alternative Investment Vehicle.
The Partnership, the General Partner and/or the Investment Adviser may enter into side
letters or other written agreements with individual Investors, which have the effect of
establishing rights or provisions under, or altering or supplementing, the terms of the
Partnership Agreement with respect to such Investor (each a “Side Letter”).
C. Client Tailored Services and Client Imposed Restrictions
Advisory services are tailored to achieve the Clients’ investment objectives. With respect to
the Funds, Lightsmith has the authority to select which and how many securities and other
instruments to buy or sell without consultation with the Fund or its Investors.
D. Wrap Fee Programs
Lightsmith does not participate in wrap fee programs.
E. Amounts Under Management
As of December 31, 2023, Lightsmith has approximately $187,000,000 of assets under
management on a discretionary basis and $0 on a non-discretionary basis.