Capricorn Investment Group LLC

FIRM BROCHURE PART 2A OF FORM ADV Capricorn Advisers, LLC Capricorn Management, LLC Capricorn-Libra Partners, LLC TIF Partners, LLC TIF Partners II, LLC TIGF Partners, LLC TIGF Partners II, LLC SIF Partners LLC Sustainable Investors Fund GP S.à r.l. 512 WEST 22nd STREET, 6th FLOOR NEW YORK, NY 10011 CONTACT: ALEXANDRA ACOSTA WWW.CAPRICORNLLC.COM March 31, 2026 information about the Adviser also This brochure provides information about the qualifications and business practices of Capricorn Investment Group, LLC, Capricorn Advisers, LLC, Capricorn Management, LLC, Capricorn-Libra Partners, LLC, TIF Partners, LLC, TIF Partners II, LLC, TIGF Partners, LLC, TIGF Partners II, LLC, SIF Partners LLC, and Sustainable Investors Fund GP S.à r.l. (collectively, the “Adviser”). If you have any questions about the contents of this brochure, please contact us at (646) 380-0390 or aacosta@capricornllc.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional is available on the SEC’s website at www.adviserinfo.sec.gov. The Adviser may refer to itself as a “registered investment adviser” from time to time and it should be noted that such references to being “registered,” does not imply a certain level of skill or training.  ITEM 2 – MATERIAL CHANGES The following material changes have been made to this Brochure since the last annual amendment filed on March 28, 2025: • Item 1 – Principal Office Address. Capricorn previously listed two office addresses in Item 1. The secondary office address has been removed, and Item 1 now only reflects Capricorn’s principal place of business. • Item 4 – Advisory Business. Restructured the Description of Advisory Services to distinguish between the Investment Advisory Client Program, the Discretionary Client IHP Program, and the Legacy Client Program. • Item 5 – Fees and Compensation. Expanded disclosure regarding advisory fees, incentive compensation, and related fees. Added fee and expense disclosure for the Investment Advisory Client Program. • Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss. Updated the Methods of Analysis section to reflect that Capricorn's investment approach applies across all advisory programs, and clarified that non-discretionary Clients retain final decision-making authority; added disclosure regarding Capricorn’s Portfolio Impact Allocation framework; and added and updated risk factors throughout Item 8B to more comprehensively address risks associated with Capricorn’s investment strategies, including risks related to impact investing, underlying investment managers, conflicts of interest, market conditions, and emerging technology. • Item 10 – Other Financial Industry Activities and Affiliations. Added disclosure regarding Capricorn Affiliated Managers, including the conflicts arising from such relationships and Capricorn personnel's potential governance roles. • Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. Added new disclosures addressing conflicts arising from the concurrent operation of Capricorn's advisory and asset management business lines, Fund GP ownership interests and Capricorn Affiliated Manager relationships, fee mitigation practices, disposition of Fund investments involving related parties, and cross transactions and principal transactions. Capricorn encourages its clients and investors to read the Brochure carefully. Pursuant to SEC regulations, Capricorn will ensure that its advisory clients and investors receive a summary of any material changes to this Brochure within 120 days of the end of its fiscal year, along with a copy of this Brochure or an offer to provide the Brochure. As Capricorn experiences material changes in the future, it will distribute a summary of “Material Changes” under separate cover. i  ITEM 3 - TABLE OF CONTENTS Page ITEM 1 – COVER PAGE .............................. ERROR! BOOKMARK NOT DEFINED. ITEM 2 – MATERIAL CHANGES .................................................................................... I ITEM 3 - TABLE OF CONTENTS.................................................................................... II ITEM 4 – ADVISORY BUSINESS ....................................................................................1 ITEM 5 – FEES AND COMPENSATION .........................................................................7 ITEM 6 - PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT .10 ITEM 7 – TYPES OF CLIENTS .......................................................................................11 ITEM 8 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ............................................................................................................................................12 ITEM 9 – DISCIPLINARY INFORMATION ..................................................................21 ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ..22 ITEM 11 – CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ...........................................................26 ITEM 12 – BROKERAGE PRACTICES ..........................................................................33 ITEM 13 – REVIEW OF ACCOUNTS.............................................................................34 ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION ...........................36 ITEM 15 – CUSTODY ......................................................................................................37 ITEM 16 – INVESTMENT DISCRETION ......................................................................38 ITEM 17 – VOTING CLIENT SECURITIES...................................................................39 ITEM 18 – FINANCIAL INFORMATION ......................................................................40 ii  ITEM 4 – ADVISORY BUSINESS A. Overview of Capricorn Investment Group, LLC This Brochure provides information for ten investment advisers, as detailed below: (i) Capricorn Investment Group, LLC; (ii) Capricorn Advisers, LLC; (iii) Capricorn Management, LLC; (iv) Capricorn-Libra Partners, LLC; (v) TIF Partners, LLC; (vi) TIF Partners II, LLC; (vii) TIGF Partners, LLC, (viii) TIGF Partners II, LLC, (ix) SIF Partners LLC, and (x) Sustainable Investors Fund GP S.à r.l. In accordance with the 2012 ABA SEC No-Action Letter, Capricorn Investment Group, LLC (“Capricorn”) is the “filing adviser.” The following entities serve as the “relying advisers”: (i) Capricorn Advisers, LLC; (ii) Capricorn Management, LLC; (iii) Capricorn-Libra Partners, LLC; (iv) TIF Partners, LLC; (v) TIF Partners II, LLC; (vi) TIGF Partners, LLC, (vii) TIGF Partners II, LLC, (viii) SIF Partners LLC, and (ix) Sustainable Investors Fund GP S.à r.l. References to Capricorn in this Brochure are generally intended to encompass the relying advisers, except where otherwise noted. Capricorn and its relying advisers operate as a single advisory business. Capricorn supervises the advisory activities of its relying advisers and is responsible for ensuring that such activities comply with applicable regulatory requirements. Capricorn Investment Group, LLC is a Delaware limited liability company that provides investment advisory services to high-net-worth individuals, families and their related entities, charitable organizations, and pooled investment vehicles. Capricorn was established in April of 2007 to continue the business of Capricorn Management, LLC (“Capricorn Management”), which commenced business in 2001 as a family office for Capricorn’s anchor client. Capricorn provides certain advisory services in conjunction with a wholly-owned subsidiary, Capricorn Advisers, LLC, a Delaware limited liability company (“Capricorn Advisers”). Capricorn has entered into a services agreement with Capricorn Advisers pursuant to which Capricorn Advisers provides investment advice and related services to Capricorn in exchange for a portion of the management fees paid with respect to Capricorn client investments. The principal owner of Capricorn is a limited liability company that is owned by the Jeffrey S. Skoll Revocable Trust. Other owners of Capricorn hold ownership interests of less than 25%, which is disclosed in Schedule A of Capricorn’s Form ADV Part 1. On a day-to-day basis, Capricorn is managed by Dr. Ion Yadigaroglu, Managing Principal and Member. B. Description of Advisory Services Capricorn provides ongoing investment advisory services to individuals, families, and related entities, including high-net-worth individuals, charitable foundations, endowments, and other institutional clients (collectively, “Clients”). Capricorn delivers these services through three primary service offerings (described in Item 4 below): (1) the Investment Advisory Client Program; (2) the Discretionary Client IHP Program; and (3) the Private Fund Strategies. Capricorn also provides investment advisory services through certain legacy advisory arrangements that are maintained for existing Clients (described in Item 4 below). 1  C. Investment Advisory Client Program Capricorn provides investment advisory services under the Investment Advisory Client Program to Clients on an ongoing basis (each, an “Investment Advisory Client”). Advisory services under the Investment Advisory Client Program are tailored to each Client’s financial circumstances, investment objectives, time horizon, liquidity needs, and risk tolerance. Capricorn gathers this information through discussions with the Client and other information provided by the Client. Capricorn relies on information provided by Clients and does not independently verify the accuracy or completeness of such information. Based on this information, Capricorn develops investment guidelines and an asset allocation framework designed to align the Client’s portfolio with the Client’s stated objectives and constraints. Capricorn implements a scenario-based and mean variance approach to guide capital allocation and risk management for its Investment Advisory Clients. Capricorn’s vision is to provide consistently strong investment performance and risk management, with a principled investment approach. Capricorn believes that achieving superior investment returns does not preclude a principled investment approach, meaning that Capricorn’s people, processes and underlying investments seek to be of uncompromising quality, aligned with the interests of its Clients, ethical, fair, long-term oriented and not directly harmful to our world or people. Discretionary and Non-Discretionary Services Capricorn manages Investment Advisory Client portfolios on both a discretionary and non- discretionary basis. Discretionary or non-discretionary authority is granted by Investment Advisory Clients through the applicable investment advisory services agreement or other written authorization. When Capricorn has discretionary authority, it may make investment decisions and implement transactions without obtaining prior Client approval for each transaction, subject to the Client’s investment objectives and any agreed-upon restrictions. For non-discretionary accounts, Capricorn obtains Client approval before implementing investment decisions. Investment Advisory Clients may impose reasonable restrictions on investments in certain securities, asset classes, or industries, provided Capricorn determines that such restrictions are operationally feasible and consistent with the overall management of the account. Such restrictions are documented in each Client’s investment advisory services agreement or investment policy statement. Use of Third-Party Investment Managers Capricorn may allocate all or a portion of an Investment Advisory Client’s portfolio to independent managers (“Third-Party Managers”). Capricorn assists Clients in evaluating and selecting Third- Party Managers and may recommend allocating assets among multiple managers or strategies. In recommending Third-Party Managers, Capricorn considers factors, including the Client’s investment objectives and risk tolerance, liquidity requirements, account size, the manager’s investment strategy, historical performance and operational considerations. Third-Party Managers are responsible for the day-to-day management of assets allocated to them. Capricorn monitors the performance of Third-Party Managers and evaluates their continued suitability for Client portfolios but does not control their investment decisions. If Capricorn determines that a Third-Party Manager is no longer appropriate for a Client’s portfolio, Capricorn may recommend reallocating assets to another manager or strategy. For discretionary accounts, Capricorn may implement such changes without prior Client approval. For non-discretionary accounts, Capricorn will obtain Client consent before implementing such changes. Certain strategies implemented by Third-Party Managers may involve investments in private funds or other 2  illiquid securities that may be subject to lock-up periods or other restrictions on withdrawals. Clients should review the applicable offering documents carefully. Direct Investments and Public Securities In addition to allocating assets to Third-Party Managers, Capricorn may allocate Investment Advisory Client assets directly among various investment vehicles and securities. These may include: mutual funds, exchange-traded funds (ETF’s), interval funds, equities, options, fixed income securities, commercial paper, certificates of deposit, and other investment products. Asset allocations are determined based on the Client’s investment objectives, risk tolerance, time horizon, liquidity needs, and other relevant factors. When selecting mutual funds or other pooled investment vehicles, Capricorn may consider factors such as, but not limited to, the fund’s investment objectives, investment strategy, portfolio management team, historical performance, sector exposure, and fee structure. Advisory Platform Overview Capricorn provides advisory services under the Investment Advisory Client Program through a variety of investment structures, including separately managed accounts, limited partnerships, and other investment entities established for the benefit of individual Clients. Depending on a Client’s circumstances, assets may be invested directly in securities or through investment entities designed to facilitate investment in private funds, co-investments, or other investment opportunities. These structures may be used for legal, tax, operational, or administrative reasons. In connection with these investment vehicles, Capricorn or its affiliates may serve in one or more roles, including investment adviser, manager, or general partner. Capricorn may have multiple Investment Advisory Clients and affiliated investment vehicles that may be eligible to participate in the same investment opportunities. In such cases, Capricorn allocates investment opportunities among Clients and affiliated vehicles in a manner that it believes is fair and equitable over time and consistent with each Client’s investment objectives, available capital, investment guidelines, and other relevant factors. D. Discretionary Client IHP Program Capricorn allocates and manages the assets of certain discretionary Clients through limited partnerships and other investment entities (the “Discretionary Client IHP Program”). Under the Discretionary Client IHP Program, Capricorn advises single-investor Delaware limited partnerships (each, an “Investor Holding Partnership” or “IHP”) or single-investor Cayman Islands limited partnerships (each, a “Cayman Partnership”). Each Cayman Partnership invests in a Delaware limited partnership created specifically for that Cayman Partnership (also an IHP). Capricorn serves as the general partner of each IHP and Cayman Partnership. Each IHP invests its assets in a range of investment opportunities (each an “Underlying Investment”), including: funds managed by third parties, funds managed by Capricorn or its relying advisers and affiliates, direct investments, co-investment opportunities and other opportunities. For certain non-US clients, Capricorn has established a structure similar to the IHP structure described above in which a Luxembourg SICAV serves as the primary investment vehicle and allocates capital to third-party investment managers and funds (“Underlying Investments”). Where 3  applicable, references to IHPs in this Brochure include references to the activities of the Luxembourg SICAV structure. E. Legacy Client Program Capricorn provides both discretionary and non-discretionary investment advisory services under a legacy arrangement with a particular high-net-worth client (the “Individual Client”) and certain non-taxable entities established by the Individual Client (the “Non-Taxable Entities”)(collectively, the “Legacy Client Program”). The Legacy Client Program operates independently from the Investment Advisory Client Program and the Discretionary Client IHP Program, though Capricorn’s fiduciary obligations, compliance program, and Code of Ethics apply equally across all programs. With respect to the Individual Client’s personal assets, Capricorn provides non-discretionary advisory services through a series of entities ultimately controlled by Capricorn Management, LLC (“Capricorn Management”), an entity wholly owned by the Individual Client. Capricorn is a non- managing member of Capricorn Management and has entered into an investment advisory services agreement (the “Advisory Agreement”) with an indirect subsidiary of Capricorn Management (the “Advisory Subsidiary”). Pursuant to the Advisory Agreement, Capricorn provides investment advice with respect to the investment of the Individual Client’s assets. Capricorn Management is a relying adviser of Capricorn. With respect to the Non-Taxable Entities, Capricorn provides discretionary investment advice pursuant to an investment management agreement between Capricorn and the Non-Taxable Entities. The assets of the Non-Taxable Entities are invested directly in Underlying Investments, often alongside the IHPs. The Individual Client is a control person of Capricorn. Although Capricorn is 50% owned by an entity that is wholly owned by a trust under the control of the Individual Client, that entity holds only 42.5% of Capricorn’s economic interests. As a result, Capricorn’s advisory relationship with the Individual Client and related entities presents potential conflicts of interest because Capricorn may have an incentive to favor accounts associated with the Individual Client over other Clients. Capricorn addresses these conflicts through policies and procedures designed to ensure that investment opportunities are allocated in a manner that Capricorn believes is fair and equitable over time and consistent with its fiduciary obligations. These conflicts are discussed further in Item 11. F. Private Fund Strategies Below provides a description of the investment strategies and respective funds managed by Capricorn and Capricorn’s relying adviser entities (the “Private Fund Strategies”). Capricorn-Libra Strategy (“LIBRA”): Capricorn acts as investment adviser to Capricorn-Libra Investment Group, LP (the “LIBRA Fund”), which pursues investments primarily in the sustainable technology sector. The general partner of the LIBRA Fund is Capricorn-Libra Partners, LLC, a relying adviser of Capricorn. The principal of LIBRA is Dipender Saluja. Conflicts of interest relating to LIBRA are discussed in Item 10 and Item 11 below. Technology Impact Fund Strategy (“TIF”): Capricorn acts as investment adviser to Technology Impact Fund, LP, TIF Partners, LLC, Technology Impact Fund II, LP, and TIF Partners II, LLC (collectively, the “TIF Funds”), which pursue investments primarily in early-stage companies 4  operating within the technology sector. The general partners of the TIF Funds are TIF Partners, LLC and TIF Partners II, LLC, each of which is a relying adviser of Capricorn. The principals of TIF are Ion Yadigaroglu and Dipender Saluja. Conflicts of interest relating to the TIF Funds are discussed in Item 10 and Item 11 below. Technology Impact Growth Fund Strategy (“TIGF”): Capricorn acts as investment adviser to Technology Impact Growth Fund, LP, Technology Impact Growth Fund II, LP, TIGF Direct Strategies, LLC and its series vehicles, TIGF Partners, LLC, TIGF Partners II, LLC, TIGF II Direct Strategies, LLC and its series vehicles (collectively, the “TIGF Funds”), which pursue investments primarily in growth-stage companies operating within the technology sector. The general partners of the TIGF Funds are relying advisers of Capricorn. The principals of TIGF are Ion Yadigaroglu and Dipender Saluja. Conflicts of interest relating to TIGF are discussed in Item 10 and Item 11 below. CIG Direct Strategies (“CIG DS”): Capricorn acts as investment adviser to CIG Direct Strategies II, LLC and its series vehicles, CIG Direct Strategies III, LLC and its series vehicles, and CIG Direct Strategies SX, LP (collectively, the “CIG DS Funds”), which pursue investments primarily in growth-stage companies operating within the technology sector. The general partner of the CIG DS Funds is Capricorn Investment Group, LLC. The principal of CIG DS is Ion Yadigaroglu. Conflicts of interest relating to CIG DS are discussed in Item 10 and Item 11 below. CIG Low Carbon (“CIG LC”): Capricorn acts as investment adviser to CIG Low Carbon Basket, LLC (the “CIG LC Fund”), which pursues a low-carbon public equity investment strategy. Capricorn appoints unaffiliated sub-adviser(s) to manage the day-to-day portfolio management of the CIG LC Fund. The manager of the CIG LC Fund is Capricorn Investment Group, LLC. The principal of CIG LC is William Orum. Conflicts of interest relating to CIG LC are discussed in Item 10 and Item 11 below. Information regarding the sub-adviser(s) is available upon request. Sustainable Investors Fund Strategy (“SIF”): Capricorn acts as investment adviser to Sustainable Investors Fund, LP (the “SIF Fund”), which pursues a multi-faceted investment strategy focused on sustainability-oriented asset managers. The SIF Fund’s investment strategy includes: (i) investing in public and private asset managers that incorporate sustainability as a primary attribute of their investment thesis, by providing initial limited partner capital and/or investing in a fund’s management company or general partner entity; (ii) making early-stage fund investments in emerging managers, which may include governance and structural protections and discounted initial fee arrangements; (iii) making private equity investments in fund managers and general partner entities by providing capital to support asset management and impact capabilities through permanent equity ownership; and (iv) sponsoring a special purpose acquisition company. The general partner of the SIF Fund is SIF Partners, LLC, a relying adviser of Capricorn. The principals of SIF are Ion Yadigaroglu, William Orum, Michaela Edwards, Eric Techel and Robert Schultz. Sustainable Investors Fund GP S.à r.l. has been formed to serve as the general partner of a Luxembourg feeder fund for the SIF Fund and is a relying adviser of Capricorn. Conflicts of interest relating to SIF are discussed in Item 10 and Item 11 below. In addition to the foregoing, Capricorn and its relying advisers may provide certain advisory services to other private investment partnerships and funds. Capricorn may engage in additional advisory services in the future and will update this Brochure accordingly. G. Wrap Fee Programs Not applicable to Capricorn. Capricorn does not participate in wrap fee programs. 5  H. Assets Under Management As of December 31, 2025, Capricorn managed $13,758,605,189 on a discretionary basis and $5,094,256,318 on a non-discretionary basis. 6  ITEM 5 – FEES AND COMPENSATION A. Compensation and Fee Schedule Detailed information with respect to how Capricorn is compensated for the advisory services it provides is contained in the operative governing documents and/or advisory contracts for the Clients. Generally, Capricorn is compensated by the receipt of management fees and certain performance-based allocations, also described in Item 6 below. Prospective investors should carefully review the operative documents for the relevant investing vehicle prior to making an investment and/or retaining Capricorn as an investment adviser. It should be noted that certain advisory fees are negotiable in that Capricorn has waived (in whole or in part) the fees paid by certain Clients and investors in the Funds and may enter into different fee agreements with different Clients or investors, including employees and affiliates of Capricorn, in its discretion. Capricorn has in certain circumstances invested Client assets in affiliated private investment funds or in private funds for which Capricorn retains certain economic interests. Under such circumstances, Capricorn’s Clients may be subject to two layers of fees for the management of these assets, one to Capricorn and one to the adviser of the vehicle, who may be Capricorn or a Capricorn affiliate. For a discussion of the conflicts of interest posed by such related party transactions, see Item 10 and Item 11. Neither Capricorn nor its supervised persons accept compensation for the sales of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds. B. Deduction of Advisory and Incentive Fees Advisory Fees Capricorn generally deducts advisory fees directly from its Clients’ assets. Advisory fees are typically calculated and charged quarterly, either in advance or in arrears, based on the terms of each Client’s investment advisory services agreement, offering documents, or governing partnership agreement, as applicable. The specific advisory fee rate, calculation methodology, and billing frequency applicable to each Client or Fund are set forth in the relevant advisory agreement or offering documents. Advisory fee rates may differ among Clients and Fund investors based on factors including, but not limited to, the size of the investment, the scope of services provided, the nature of the Client relationship, and individually negotiated terms (including side letter arrangements). With respect to certain Clients and legacy arrangements, Capricorn does not charge or receive advisory fees. In such cases, Capricorn may receive compensation solely through incentive allocations, as described below, or may provide advisory services on a fee-waived basis. Capricorn waives all advisory fees for its employees who invest in its Private Fund Strategies or who enter into an investment advisory services agreement with Capricorn. Incentive Compensation Capricorn or its affiliated general partner entities may receive incentive-based compensation in the form of a carried interest allocation or incentive fee, as applicable, from certain Funds and Client 7  accounts. Incentive compensation is calculated and recorded annually or quarterly, depending on the terms of the applicable Fund’s governing documents or the Client’s advisory agreement. The receipt of incentive-based compensation creates a potential conflict of interest, as it may incentivize Capricorn to make investments that are riskier or more speculative than would be the case in the absence of such compensation. Additionally, incentive-based compensation may create an incentive for Capricorn to favor accounts or Funds that pay incentive compensation over those that do not, or to allocate investment opportunities in a manner that benefits accounts or Funds with higher incentive compensation potential. These conflicts are discussed further in Item 6, Item 10, and Item 11 below. Fee Deduction Process Advisory fees and, where applicable, incentive allocations are deducted directly from Client assets or allocated from Fund assets in accordance with each Client’s advisory agreement or the applicable Fund’s governing documents. C. Fees and Expenses of the Investment Advisory Client Program In addition to advisory fees and incentive compensation described above, Investment Advisory Clients bear all direct costs and expenses incurred in connection with the management of their accounts (whether or not an investment is ultimately consummated), including but not limited to: (i) all general investment expenses (i.e., brokerage commissions, transaction fees, and other related costs and expenses); (ii) management fees and carried interest, if any, of any Underlying Investments; (iii) fees, costs, and expenses of third-party service providers; and (iv) custodial fees, bank charges, and wire transfer fees. The specific fees and expenses applicable to each Investment Advisory Client are set forth in the Client’s investment advisory services agreement. Clients should review their applicable agreement for a complete description of all fees and expenses. D. Fees and Expenses of the Private Fund Strategies In general, the Funds are responsible for all expenses and fees related to an investment including, without limitation, will bear all direct costs and expenses incurred in the holding, purchase, sale or exchange of any investments in the portfolio (whether or not ultimately consummated), including, but not by way of limitation, (i) all general investment expenses (i.e., brokerage commissions, transaction fees, and other related costs and expenses); (ii) management fees and carried interest, if any, of any Underlying Investments (if applicable); (iii) all administrative, legal, accounting, auditing, record-keeping, tax form preparation; (iv) fees, costs and expenses of third-party service providers that provide such services. E. Fees and Expenses of the Discretionary Client IHP Program Each IHP will bear all direct costs and expenses incurred in the holding, purchase, sale or exchange of any IHP investments (whether or not ultimately consummated), including, but not by way of limitation, (i) all general investment expenses (i.e., brokerage commissions, transaction fees, and other related costs and expenses); (ii) management fees and carried interest, if any, of any Underlying Investments; (iii) all administrative, legal, accounting, auditing, record-keeping, tax form preparation; (iv) fees, costs and expenses of third-party service providers that provide such services. 8  F. Fees and Expenses of the Legacy Client Program Each Client in the Legacy Client Program will bear all direct costs and expenses incurred in the holding, purchase, sale or exchange of any investments in the portfolio (whether or not ultimately consummated), including, but not by way of limitation, (i) all general investment expenses (i.e., brokerage commissions, transaction fees, and other related costs and expenses); (ii) management fees and carried interest, if any, of any Underlying Investments; (iii) all administrative, legal, accounting, auditing, record-keeping, tax form preparation; (iv) fees, costs and expenses of third- party service providers that provide such services. G. Ancillary Fees and Management Fee Offsets As described in greater detail in the applicable Fund’s governing documents, Capricorn, certain affiliates and its employees may receive break-up and topping fees, commitment fees, monitoring and directors’ fees and transaction, financing, divestment and other fees from portfolio companies as compensation for financial advisory and other services such persons provide to portfolio companies. If Capricorn (and/or any affiliate or employee) is paid such fees, such fees will be directly or indirectly offset against the management fees payable by the applicable Fund to the extent required by such Fund’s governing documents. For additional details regarding the management fee offset arrangements in effect for a particular Fund, please review such Fund’s governing documents. These fees, and the associated conflicts of interest they present, are further described in Item 11 below. H. Prepayment of Fees With respect to Investment Advisory Clients, fees are paid in arrears or in advance, as described in the Client's investment advisory services agreement. For Clients whose fees are paid in advance, if an advisory contract is terminated before the end of a billing period, the amount of the fee paid in advance will be pro-rated and rebated. With respect to the Private Fund Strategies, investors pay any applicable management fees in advance on a quarterly or semi-annual basis, as described in the applicable Fund’s governing documents. Typically, investors cannot withdraw from the Private Fund Strategies. Accordingly, such investors would not be entitled to a refund. With respect to Clients in the Discretionary Client IHP Program, fees are paid in arrears or in advance, as described in the Client’s operative governing documents and/or advisory contracts. For Clients whose fees are paid in advance, if an advisory contract is terminated before the end of a billing period, the amount of the fee paid in advance will be pro-rated and rebated. With respect to the Clients in the Legacy Client Program, a portion of the fees are paid in advance., If an advisory contract is terminated before the end of a billing period, the amount of the fee paid in advance will be pro-rated and rebated. 9  ITEM 6 - PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT The fact that Capricorn is eligible to receive performance-based compensation creates a potential conflict of interest in that it may create an incentive for Capricorn to make more speculative investments than it might otherwise make. Such performance-based compensation arrangements also create an incentive to favor higher fee-paying accounts over other accounts in the allocation of investment opportunities. It should be noted that investors are provided with clear disclosure as to the risks associated with the payment of such performance-based compensation. Capricorn (or an affiliate) will receive performance-based compensation from certain Clients, but not from others. In addition, the amount of performance-based compensation that Capricorn is entitled to receive varies from Client to Client. Each of these creates a potential conflict of interest in that it may create an incentive for Capricorn to direct more profitable investment ideas to, or allocate investment opportunities in a manner that favors, those Clients and investors that pay a performance fee or allocation. In order to manage such potential conflicts, the Client portfolios are under continuous review by the key individuals of the firm (as described in Item 13). In an effort to mitigate this inherent conflict of interest, Capricorn has implemented a detailed allocation policy and Capricorn regularly reviews its investment allocations to seek to confirm that investments are allocated among its Clients on what Capricorn deems to be an equitable basis. Capricorn, to the extent within its control, will act in a manner that it believes over the long term is fair and equitable to all its Clients. There are other significant risks related to the management of multiple Client accounts; please see the response to Item 11 for a description of some of those risks. 10  ITEM 7 – TYPES OF CLIENTS As described in Item 4, Capricorn (as of the date of this ADV Part 2A) provides investment advisory services to high-net-worth individuals, families and their related entities, charitable organizations, and pooled investment vehicles.. Investors in Capricorn’s Private Fund Strategies generally must meet the definition of “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended. Certain investors may also be required to meet the definition of “accredited investor” under Regulation D of the Securities Act of 1933, as amended, or other qualification standards as set forth in each Fund’s offering documents. Capricorn does not impose a minimum account size for Client accounts. However, certain Funds may impose minimum investment amounts as set forth in their respective offering documents. 11  ITEM 8 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS A. Method of Analysis and Investment Strategies Investment Advisory Client Program, Discretionary Client IHP Program and Legacy Client Program The following relates primarily to the investment advisory activities engaged in by Capricorn. The method of analysis and investment strategies used in formulating advice for Capricorn’s Investment Advisory Client Program, the Discretionary Client IHP Program, and the Legacy Client Program are generally the same. However, with respect to non-discretionary clients, including Investment Advisory Clients who have not granted discretionary authority and the Individual Client under the Legacy Client Program, investment decisions are ultimately made by the Client. Capricorn’s principal objective in managing Client assets is to construct and manage an investment portfolio oriented toward long-term capital appreciation. The basic elements underpinning this objective include the following: • • • Developing, in conjunction with the Client, a strategic asset allocation strategy for the Client which will guide the Client’s allocations among a variety of asset classes and investment strategies; Integration of impact factors in developing Clients’ investment portfolios; Implementing the Client’s asset allocation strategy by constructing and actively managing a portfolio of investments across one or more asset classes; • Constructing and actively managing a portfolio for each Client that is expected to be generally consistent with such Client’s investment objectives. Capricorn employs a scenario-based model to determine the appropriate long-term strategic asset allocation for each Client. This approach also incorporates the risk, return, and liquidity parameters of the Client, as well as Capricorn’s subjective investment perspectives on future opportunities. It is important to note that the asset allocation strategies are long-term targets and not expected, due to the time required for investment ramp-up, asset valuation volatility, the natural flows of capital and other factors, to be fixed or static at the target levels. Rather, these strategic targets will function as objectives guiding the overall portfolio exposures. Capricorn’s investment strategy provides diversified exposure to the following asset classes. Capricorn expects to modify this list of investment strategies as necessary from time to time. • Cash • Fixed income • Absolute return • Global public equities • Private equity & venture capital • Real Assets • Credit Strategies • Hard assets (e.g. gold) 12  Selection of Underlying Investments Capricorn will conduct sourcing, due diligence, and selection of the Underlying Investments, and will monitor and manage such selections across asset classes on an ongoing basis. The ultimate number of Underlying Investments will be determined in the discretion of Capricorn. Capricorn will seek to have an adequate level of diversification among the Underlying Investments while maintaining enough concentration to achieve the Client’s investment objectives. The objective of the investment analysis process is to select a set of investments that assist in meeting the overall investment objective of long-term capital growth. Capricorn intends to follow a comprehensive investment selection process. In general, the selection process begins by assessing a wide variety of investment funds and opportunities across the various investment strategies. A high number of investments are rejected at an initial high-level review if they do not meet Capricorn’s quality standards or the prevailing strategic framework. Investment opportunities that are deemed a potential fit with the investment objectives are then subject to a due diligence and review process during which additional research is performed on the investment opportunity. Many investment opportunities are rejected at this stage and do not proceed past the comprehensive due diligence process. Investment opportunities that are not rejected move to a final phase of due diligence, which is the final step toward investment. The objective of the investment analysis process is to select a set of investments which underpin the overall investment objective of long-term capital growth. Portfolio Impact Allocation Capricorn generally categorizes investments across client portfolios according to its Portfolio Impact Allocation framework, which classifies investments by their alignment with one of the following key impact issue areas: Climate Change Mitigation. Investments oriented toward energy transition, natural resource conservation, sustainable food and agriculture, regenerative systems and circular economy, earth and space systems monitoring, sustainable real estate and infrastructure, and climate change resilience. Healthcare. Investments focused on health equity, healthcare access, healthcare innovation, and consumer health applications. Responsible Stewardship. Investments in sustainable markets, including strategies that actively engage companies on environmental and social issue areas, align capital with companies demonstrating strong sustainability practices, and promote responsible long-term corporate stewardship. Economic Opportunity. Investments targeting capital access and economic growth, housing access and infrastructure, education and workforce development, employment opportunities and mobility, and new services and market development. Neutral. Investments that are not specifically aligned with one of the above impact issue areas but are selected to fulfill portfolio objectives such as, but not limited to, diversification, risk management, or return generation. This framework enables Capricorn to integrate impact themes across a multi-asset class portfolio while aligning with each Client's specific risk-return profile and mission objectives. The core 13  impact objectives underpinning this framework are to accelerate innovation, scale effective solutions, broaden access and catalyze progress, and drive sustainable growth. Any impact goals are aspirational and are not guarantees or promises that all such goals will be met. There is no guarantee that any investment will have or create a positive impact or that any impact considerations by Capricorn will ultimately align with the goals of Capricorn or any individual investor. Impact goals may be subject to change. Risk Management from Underlying include Capricorn intends to follow a rigorous program to seek to manage investment risks. Overall, managing risks in an investment portfolio begins with a quality sourcing, due diligence and selection process with the objective of having a diversified portfolio of Underlying Investments. Once investments are executed, Capricorn uses a series of portfolio reporting and management systems and tools to track investments against expectations and reviews a range of return and risk analyses on a regular basis. As part of the risk management process, Capricorn monitors allocations across the Underlying Investments, and allocations across other categories including geographies and industries. A series of regular internal reports are provided by the Operations team and reviewed frequently by the Portfolio Management team. Capricorn seeks regular interactions with representatives in-person meetings and Investments, which teleconferences. LIBRA: LIBRA’s focus area is early to expansion stage energy technology, IT, agriculture, and emerging markets. TIF: TIF’s focus area is early to expansion stage companies operating within the technology sector. TIGF: TIGF’s focus area is growth-stage companies operating within the technology sector. CIG DS: CIG DS’ focus area is growth-stage companies operating within the technology sector. CIG LC: CIG LC’s focus area is low-carbon public equities. SIF: SIF’s focus area is early-stage investment and ownership in public and private asset managers who incorporate sustainability as a primary attribute of their investment thesis. B. Risk Factors Investing in securities and other investments involves the risk of loss of principal. Clients should be prepared to bear such losses. Capricorn is of the view that all of the investment strategies used by Capricorn are subject to significant risks and are meant for financially sophisticated clients and investors. These risks include the risk of total loss as well as risks related to making illiquid investments. Clients should not retain Capricorn as an investment adviser unless they are able to bear these risks and are able to sustain long periods of illiquidity with respect to the investments made by Capricorn and in funds managed by Capricorn. As noted above, Clients of Capricorn presently access Capricorn’s investment strategies through the Investment Advisory Client Program, the Discretionary Client IHP Program, the Private Fund Strategies, and other investment vehicles that comprise LIBRA, TIF, TIGF, CIG DS, CIG LC, and SIF or, in the case of Clients in the Legacy Client Program, by investing directly in Underlying Investments. A significant portion of these investments, and the investments of LIBRA, TIF, TIGF, 14  CIG DS, and SIF, tend to be with privately-placed vehicles with significant liquidity constraints. Clients need to be ready to bear their investments for an extended period of time. Discretionary Authority and Client Decision-Making. The investment decisions of the Capricorn-managed private Funds are made exclusively by Capricorn. Investors will have no right or power to take part in the management of the Capricorn-managed Funds. Key Personnel Risk. Capricorn’s operations are substantially dependent upon the skill, judgment, and expertise of certain key personnel and its employees or agents. Capricorn’s investment strategy requires knowledge in areas such as impact analysis, impact measurement, and sustainable finance. The market for professionals with knowledge in these areas is competitive, and there can be no assurance that Capricorn will be able to retain or replace qualified personnel. The death, disability, departure, or other unavailability of any key personnel could have a material and adverse effect on Capricorn’s Clients. Underlying Investment Manager Risk. Capricorn constructs and manages Client portfolios by allocating capital to Underlying Investments. The performance of Client portfolios depends in significant part on the skill, judgment, and operational integrity of these underlying managers. There can be no assurance that Capricorn’s due diligence and ongoing monitoring processes will identify all material risks associated with an underlying manager, including the risk that a manager may underperform in benchmarks or peers, deviate from its stated investment strategy, experience key personnel departures, encounter operational or compliance failures, or engage in fraud or other misconduct. Capricorn’s ability to obtain timely and accurate information from underlying managers may be limited, particular with respect to private and illiquid investments, and there may be delays in detecting adverse developments. The termination of or withdrawal from an Underlying Investment may be subject to lock-up periods, notice requirements, or other restrictions that could prevent Capricorn from acting promptly to protect Client interests. Conflicts of Interest. Capricorn and its respective affiliates may encounter potential conflicts of interest in connection with Advisory Client interests, assets or activities (including certain conflicts of interest as among the interests of different Private Fund Strategy vehicles). If any matter arises that Capricorn determines in its good faith judgment constitutes an actual conflict of interest, Capricorn will take such actions as may be necessary or appropriate to ameliorate the conflict. Affiliated Sector Overlap. Capricorn and its affiliated entities frequently make investments in a wide variety of sectors, including clean technology, which is similar across a variety of Clients. Capricorn and its affiliated entities may invest in a company in one Client and not another because the investment may be more suitable for one. Cybersecurity Risk. Capricorn, its service providers, and other market participants increasingly depend on complex information technology and communications systems to conduct business functions. These systems are subject to a number of different threats or risks that could adversely affect Clients and investors, despite the efforts of Capricorn and its service providers to adopt technologies, processes and practices intended to mitigate these risks and protect the security of their computer systems, software, networks and other technology assets, as well as the confidentiality, integrity and availability of information belonging to Clients and investors. For example, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, or prevent access to these systems of Capricorn, its service providers, counterparties or data within these systems. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers or other users of Capricorn’s systems to disclose sensitive information in order to gain access to Capricorn’s data or that of Capricorn’s Clients and investors. 15  A successful penetration or circumvention of the security of Capricorn’s systems could result in the loss or theft of an investor’s data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. Such incidents could cause Clients, Capricorn, or their service providers to incur regulatory penalties, reputational damage, additional compliance costs or financial loss. Information Technology Systems Risk. Capricorn and its Clients generally rely on information technology systems for current and planned operations. Capricorn’s information and technology systems may be vulnerable to damage and interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. If any systems designed to manage such risks are compromised, become inoperable for extended periods of time or cease to function properly, Capricorn or Advisory Client(s) may have to make a significant investment to fix or replace them. Any disruption in any of these systems or the failure of any of these systems to operate as expected could, depending on the magnitude of the problem, adversely affect an Advisory Client’s investment results and its ability to make distributions to its partners. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in Capricorn’s and/or Clients’ operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors). Such a failure could harm Capricorn or Clients’ reputation, subject them to legal claims and otherwise affect their business and financial performance. Artificial Intelligence and Emerging Technology Risk. Capricorn and its service providers may utilize artificial intelligence (“AI”), machine learning, and other emerging technology tools in connection with investment research, due diligence, and operational functions. These technologies may produce inaccurate or misleading outputs, including content that appears plausible but is factually incorrect, and may rely on incomplete or flawed data. The use of AI tools may also introduce cybersecurity vulnerabilities, including risks related to confidentiality and security of client and proprietary information provided to third-party AI platforms. The regulatory landscape for AI in financial services is evolving, and may result in compliance obligations or examination focus areas that affect how Capricorn and service providers use these tools. Capricorn’s oversight of AI outputs and third-party AI vendors may may not identify all errors or risks in a timely manner. There can be no assurance that such technologies will enhance investment performance or operational efficiency, and their use may introduce risks that are difficult to anticipate. Counterparty Risk. In its ordinary course of business, Capricorn and its Clients rely on various counterparties, which include, but are not limited to, brokers, dealers, banks, custodians, and administrators (“Counterparties”). These Counterparties, with which Capricorn does business and on behalf of an Advisory Client, may, from time to time, default on their obligations with or without notice. Such defaults include, but are not limited to, a Counterparty’s bankruptcy, insolvency, or other failure. A Counterparty’s default on their obligations may impact Capricorn’s or an Advisory Client’s ability to conduct its business in the ordinary course. In the event of a Counterparty’s default, Capricorn will work diligently to access its capital and take actions it deems appropriate while acting in the best interest of the Advisory Client. However, Capricorn’s access to capital is subject to a variety of external factors that are outside of Capricorn’s control, including the timing of default, a government agency’s or other organization’s actions, including the timing of the Counterparty’s closure, ability to liquidate the Counterparty’s assets, or to effect the Counterparty’s sale or dissolution, unforeseeable economic factors or market conditions, and the Counterparty’s 16  technology infrastructure operating as intended to facilitate access. Furthermore, Capricorn’s ability to access capital may have an impact on Capricorn’s and an Advisory Client’s ability to conduct operations in the normal course including, but not limited to paying expenses, access to subscription lines or other working capital facilities, funding investment opportunities resulting in delayed or missed opportunities, and calling capital from or making distributions to limited partners. Deposits concentrated at one or a limited number of Counterparties may amplify these risks. Common Stocks and Equity-Related Securities. Prices of common stock react to the economic conditions of the company that issued the security, industry and market conditions, and other factors and may fluctuate widely. Investments related to the value of stocks may rise and fall based on an issuer’s actual and anticipated earnings, changes in management, the potential for takeovers and acquisitions, and other economic factors. Similarly, the value of other equity-related securities, including preferred stock, warrants and options may also vary widely. Interest Rate and Inflation Risk. Client portfolios may include allocations to fixed income, credit strategies, real assets, and other interest rate-sensitive investments. The value of these investments may be adversely affected by changes in interest rates. Generally, when interest rates rise, the value of fixed income securities declines, and vice versa. The magnitude of this decline may be greater for longer-duration securities. Inflation, or the expectation of inflation, may erode the real value of investment returns, particularly for fixed income and cash allocations. Real assets and certain other investments that are intended to provide a degree of inflation protection may not perform as expected in all inflationary environments. Central bank monetary policy decisions, including changes to benchmark interest rates or quantitative easing and tightening programs, may have unpredictable and material effects on investment values across asset classes. Leverage Risk. Certain Underlying Investments in Client portfolios, including private equity, credit, and real asset funds, may employ leverage as part of their investment strategies. Leverage can amplify both gains and losses and may increase the volatility of an investment’s returns. The use of leverage by underlying managers exposes Clients to the risk of margin calls, forced liquidations, and increased interest costs, any of which could adversely affect investment performance. In periods of market stress or rising interest rates, leveraged investments may experience greater declines in value than unleveraged investments. Capricorn evaluates leverage as part of its due diligence and monitoring of Underlying Investments, but the level and nature of leverage employed by underlying managers may change over time without advance notice to Capricorn or its Clients. Investment in Companies Dependent upon New Scientific Developments and Technologies. Clients may invest in companies dependent upon new scientific developments and technologies. The value of the portfolios may be susceptible to factors affecting the science and technology industry and to greater risk than an investment in a portfolio that invests in a broader range of securities. Risks faced by such companies include, but are not limited to: (i) rapidly changing science and technologies; (ii) new competing products and improvements in existing products which may quickly render existing products or technologies obsolete; (iii) scarcity of management, technical, scientific, research and marketing personnel with appropriate training; (iv) the possibility of lawsuits related to patents and intellectual property; (v) changing investor sentiments and preferences with regard to technology sector investments (which are generally perceived as risky); and (vi) exposure to government regulation, making these companies susceptible to changes in government policy and delays or failures in securing regulatory approvals. 17  Special Purpose Acquisition Companies. Clients may invest in the securities of a special purpose acquisition company (a “SPAC”). A SPAC is a company that has no operations, but intends to merge with, acquire or otherwise invest in another company. Investing in such securities involves considerations not usually associated with investing in securities of other types of companies, including, among other risks, the risk that a SPAC may not complete an investment in another company and be forced to liquidate its assets at a loss to the Clients. Geopolitical and Sanctions Risk. Client portfolios may include investments with exposure to multiple countries and regions, including emerging and frontier markets. The value of such investments may be adversely affected by political instability, armed conflict, terrorism, government intervention, sanctions, trade restrictions, expropriation, nationalization, currency controls, or other geopolitical events. The imposition or expansion of economic sanctions by the United States or other jurisdictions may restrict Capricorn’s or its underlying managers’ ability to invest in, hold, or dispose of certain assets, and may result in forced divestiture at a loss. Geopolitical risks are often difficult to predict and may affect multiple asset classes simultaneously. Emerging market investments may be subject to heightened risks, including less developed legal, regulatory, and market infrastructure, limited investor protections, and greater volatility. Changing Economic Conditions. The success of Capricorn’s investment strategy could be significantly impacted by changing external economic conditions in the United States and globally. The stability and sustainability of growth in global economies may be impacted by terrorism, acts of war or acts of god. Changing economic conditions could potentially adversely impact the performance and valuation of portfolio holdings. In addition, the availability, unavailability, or hindered operation of external credit markets, equity markets, and other economic systems which the Clients may depend upon to achieve their objectives may have a significant negative impact on the Client’s operations and profitability. There can be no assurance that such markets and economic systems will be available as anticipated or needed for the Clients to operate successfully. Competitive Marketplace. The marketplace for investing in privately held companies has become increasingly competitive. Participation by financial intermediaries has increased, substantial amounts of funds have been dedicated to making investments in the private sector, and the competition for investment opportunities remains high. Some of the Client’s potential competitors may have greater financial and personnel resources than Capricorn. There can be no assurances that Capricorn will locate an adequate number of attractive investment opportunities. To the extent that the Clients encounter competition for investments, returns to investors or Clients may be affected or vary. Impact Investing Risk. Capricorn integrates impact considerations into its investment process, including through its Portfolio Impact Allocation framework. There is no universally accepted definition or standardized measurement criteria for “impact” investing, and the application of these criteria involves subjective assessments. Capricorn’s evaluation of impact factors may be based on information that is incomplete, inaccurate, or unavailable, including data that is self-reported by underlying managers or portfolio companies and that may not be independently verified. The pursuit of impact objectives may cause Capricorn to forgo otherwise financially attractive opportunities or to retain investments that underperform relative to investments selected without such considerations. There is no guarantee that any investment will achieve its intended impact outcomes. The regulatory landscape for impact investing continues to evolve, and changes in applicable regulations or enforcement priorities could affect Capricorn’s investment approach or increase compliance costs. Clients should not assume that impact-oriented investments will match the returns or risk profile of investments made without regard to impact criteria. 18  Thematic Concentration and Policy Risk. Capricorn’s impact-oriented approach may result in portfolio concentration across certain themes, particularly climate change mitigation, spanning multiple asset classes. This thematic orientation may create correlated exposures to common economic, regulatory, or market factors, which could amplify losses during periods of adverse conditions affecting those sectors. Additionally, a significant portion of Client investments may be in assets that benefit from government subsidies, tax incentives, or regulatory frameworks related to clean energy, sustainability, or climate policy. Changes in such policies, including the reduction or elimination of incentive programs, changes in emissions standards, or shifts in political priorities, could materially affect the value of these investments. Carbon Market and Environmental Commodity Risk. Client portfolios may include exposure to carbon credits, emissions trading systems, and environmental commodities. These markets may have limited liquidity and price transparency, are dependent on evolving regulatory frameworks, and may experience significant price volatility. Carbon offset credits may be invalidated or devalued due to changes in verification standards or concerns regarding the integrity of underlying projects. Reliance on Third-Party Impact Information. Capricorn relies in part on impact-related information provided by underlying managers, portfolio companies, and third-party data providers. This information may be unaudited, self-reported, or based on inconsistent methodologies. If an underlying investment materially overstates its impact credentials, this could result in reputational harm, regulatory scrutiny, or financial loss to Capricorn and its Clients. Difficulty in Valuing Portfolio Investments. Generally, there will be no readily available market for a substantial number of the Client’s private investments and hence, most of the investments will be difficult to value. Despite Capricorn’s efforts to acquire sufficient information to monitor certain of the investments, there may be limited information at certain times. It is possible that Capricorn may not be aware on a timely basis of material adverse changes that have occurred with respect to certain of the Client’s investments. Capricorn may have to make valuation determinations without the benefit of an adequate amount of relevant information. Prospective investors and Clients should be aware that as a result of these difficulties, as well as other uncertainties, any valuation made by Capricorn may not represent the fair market value of the securities. Additionally, the assessment of impact characteristics or portfolio investments presents further complexity, as there are no universally accepted standards for measuring or reporting impact outcomes. Capricorn may rely on proprietary frameworks, third-party data, and self-reported information that may be subject to methodological differences, data availability constraints, and reporting biases. Impact assessments involve inherent uncertainty and should not be relied upon as precise measures of outcomes. Illiquidity of Partnership Interests. An investment in the Private Fund Strategies will be illiquid and involves a high degree of risk. There is no public market for limited partnership interests in the Private Fund Strategies, and it is not expected that a public market will develop. Consequently, investors will bear the economic risks of their investment for the term of the Private Fund Strategies. Prospective investors will be required to represent and agree that they are purchasing the limited partnership interests for their own account for investment only and not with a view to the resale or distribution thereof. Illiquidity of Underlying Investments. Clients will invest in Underlying Investments for which no public market currently exists and may never develop. Additionally, Underlying Investments will invest in securities for which no public market currently exists and may never develop. Such investments involve a high degree of risk. While targeted returns should reflect the perceived level of risk in any investment situation, there can be no assurance that the Clients or the Underlying 19  Investments will be adequately compensated for risks taken. The occurrence of profit realization is highly uncertain. Future and Past Performance. The performance of the past investments of the principals and Capricorn are not necessarily indicative of future results. While Capricorn intends for the Clients to make investments that have estimated returns commensurate with the risks undertaken, there can be no assurance that targeted results will be achieved. Loss of principal is possible on any given investment. The foregoing list of risk factors does not purport to be a complete enumeration or explanation of every risk involved in becoming an Advisory Client or an investor in the Private Fund Strategies. Prospective Clients and investors should read the entire Brochure as well as the operative governing documents and/or advisory contracts and other materials that may be provided by Capricorn and consult with their own advisers prior to engaging Capricorn’s services. Risk disclosures are generally provided to Clients and investors prior to making an investment with Capricorn. The operative governing documents and/or advisory contracts provided to Capricorn’s Investment Advisory Client Program, the Discretionary Client IHP Program, Legacy Client Program, LIBRA, TIF, TIGF, CIG DS, CIG LC, and SIF contain details related to liquidity terms. Those risk disclosures, as applicable, and liquidity terms should be carefully reviewed prior to making an investment to be managed by Capricorn. If you have any further questions about this, please contact Capricorn’s Chief Compliance Officer. Please refer to the operative governing documents and/or advisory contracts for a more complete discussion of risk factors inherent in Capricorn’s investment strategies. C. Recommendations of Specific Securities See Item 8A and Item 8B. 20  ITEM 9 – DISCIPLINARY INFORMATION Capricorn has experienced no legal or disciplinary events that are material to a Client’s or prospective Client’s evaluation of Capricorn or the integrity of its management. 21  ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS A. Broker-Dealer Registration Not applicable. Capricorn and its management persons are not registered and do not have an application pending to register as a broker-dealer, or as a registered representative of a broker- dealer. B. Futures Commissions Merchant, Commodity Pool Operator, Commodity Trading Advisor Registration Capricorn and its management persons are not registered and do not have an application pending to register as a futures commission merchant, a commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. C. Material Relationships Relying Advisers As discussed in Item 4 Capricorn has nine relying advisers. Capricorn manages any potential conflict of interest by ensuring that each relying adviser and its supervised persons are subject to the Capricorn compliance program and Code of Ethics. 1. Capricorn Advisers, LLC: Capricorn has entered into services agreements with a wholly- owned subsidiary, Capricorn Advisers, LLC, pursuant to which it will provide investment advice to Capricorn. Certain employees of Capricorn Advisers are officers and/or members of Capricorn. 2. Capricorn Management, LLC: Capricorn provides certain non-discretionary investment advisory services to the Individual Client pursuant to the Advisory Agreement and is wholly- owned by the Individual Client. Although Capricorn is 50% owned by an entity that itself is wholly-owned by a trust under the control of the Individual Client, that entity holds only 42.5% of Capricorn’s economic interests. The wholly-owned entity holds 50% of the voting authority of Capricorn. 3. LIBRA Fund: The general partner of the LIBRA Fund is Capricorn-Libra Partners, LLC, a relying adviser of Capricorn. Capricorn acts as an investment adviser to the LIBRA Fund. Please see additional disclosure regarding conflicts of interest in Item 10D and Item 11. 4. TIF Funds: The general partners of the TIF Funds are TIF Partners, LLC and TIF Partners II, LLC, each of which is a relying adviser of Capricorn. Capricorn acts as an investment adviser to the TIF Funds. Please see additional disclosure regarding conflicts of interest in Item 10D and Item 11. 5. TIGF Funds: The general partners of the TIGF Funds are TIGF Partners, LLC and TIGF Partners II, LLC, each of which is a relying adviser of Capricorn. Capricorn acts as an investment adviser to the TIGF Funds. Please see additional disclosure regarding conflicts of interest in Item 10D and Item 11. 22  6. SIF Fund: The general partner of the SIF Fund is SIF Partners, LLC, a relying adviser of Capricorn. Capricorn acts as an investment adviser to the SIF Fund. Please see additional disclosure regarding conflicts of interest in Item 10D and Item 11. 7. Sustainable Investors Fund GP S.à r.l: This is the general partner of the SIF feeder fund based in Luxembourg and is a relying adviser of Capricorn. Please see additional disclosure regarding conflicts of interest in Item 10D and Item 11. Other Fund Relationships CIG DS Funds. Capricorn Investment Group, LLC (the filing adviser) serves directly as the general partner of the CIG DS Funds and acts as an investment adviser to the CIG DS Funds. The general partner of the CIG DS Funds is not a separate relying adviser entity. Please see additional disclosure regarding conflicts of interest in Item 10D and Item 11. Strategic Relationships Capricorn has formed certain strategic relationships with third party investment managers to private funds whereby Capricorn, its affiliates and/or Clients receive a share of the management fee and incentive allocation payable to the manager of the private fund (“Third-Party Managers”). Such advisers may or may not be registered with the SEC as investment advisers. In some cases Capricorn, its affiliates and/or an Advisory Client has acquired an interest in such Third-Party Managers. Additionally, Capricorn personnel may hold a limited partner interest in a vehicle managed by such Third-Party Managers. From time to time, in connection with such strategic relationships, Capricorn may provide strategic advice, or support services to a Third-Party Manager and/or any investment vehicles it manages. This poses a potential conflict of interest in that Capricorn may spend a portion of its business time providing such advice or support services. In addition, the investment vehicles managed by the Third-Party Managers may be in competition with Capricorn for investment opportunities. It should be noted that certain of the Clients share in the revenues generated in connection with these relationships and therefore Capricorn’s interests are aligned with its Clients’ interests. Capricorn manages this conflict of interest by disclosing such relationship to Clients, through adherence with its allocation policy, and by ensuring that all Access Persons adhere to the Capricorn Code of Ethics. Please see Item 10D and Item 11 below for further discussion regarding conflicts of interests related to recommending Clients to invest in the funds or vehicles managed by Third-Party Managers. Capricorn Affiliated Managers In addition to its strategic relationships with third party investment managers described above, Capricorn holds minority ownership interests in certain fund managers (collectively, “Capricorn Affiliated Managers”). These ownership interests are held at the Capricorn entity level rather than through any fund. Capricorn's ownership interests in the Capricorn Affiliated Managers create potential conflicts of interest similar to those described with respect to the SIF Fund's GP Stake investments (see Item 11 below). Specifically, Capricorn may recommend that other Clients invest in funds managed by Capricorn Affiliated Managers. Since Capricorn has a direct ownership interest in such managers, it may receive a share of the management fees and performance-based compensation generated by client investments in those funds. This creates an incentive for Capricorn to recommend investments in funds managed by Capricorn Affiliated Managers over other investments where no such ownership interest exists. 23  Additionally, Capricorn employees may serve on the board of directors, advisory board, or similar governing body of Capricorn Affiliated Managers, which may provide Capricorn with access to information about the manager's operations, performance, and investment pipeline that is not available to other investors, including Capricorn's Clients. Capricorn manages these conflicts through disclosure to affected Clients, independent evaluation of each investment recommendation, adherence to its allocation policy and Code of Ethics, and review by Capricorn's Chief Compliance Officer where appropriate. Please see Item 11 for additional discussion of conflicts arising from GP ownership interests and governance roles. D. Selection of Third-Party Managers and Other Compensation As noted throughout this Item 10 Capricorn, its Clients, and Capricorn affiliates have relationships with Third-Party Managers, and their respective investment vehicles that could present potential or actual conflicts of interest. Capricorn may recommend that its Clients invest in funds or vehicles managed by Third-Party Managers. Capricorn and its affiliates may have a conflict of interest recommending Third-Party Managers to Clients in that Capricorn, its affiliates and Clients may have a financial interest (including but not limited to receipt of management fees, or incentive fees) that could create an incentive for Capricorn to recommend investments in Third-Party Managers over other, more suitable investments from which no such supplemental financial benefit is derived. Capricorn mitigates such potential conflicts through disclosure to Clients, and adherence to its allocation policy and Code of Ethics. Capricorn Clients may be subject to additional layers of asset-based fees and performance-based fees or allocations in respect of investments managed by Third-Party Managers. E. Special Purpose Acquisition Companies Capricorn sponsors special purpose acquisition companies (the “SPACs”), which are publicly- traded “blind pool” entities that raise a pool of capital from public investors and looks to deploy that cash to acquire all or a part of a private (or potentially public) company. Special purpose acquisition companies are created and managed by a “sponsor” or “founder,” an individual or group with expertise in sourcing and executing acquisition opportunities and/or operational experience in a particular industry (in this case Capricorn). Because the SPACs target a different investment profile than the Clients, SPAC’s target profile, Capricorn believes that there would be no conflict when deciding whether to pursue an investment through a SPAC or through capital from the Clients for the SIF Fund, although both could potentially benefit investors. The SPACs are generally treated like any other SIF Fund portfolio investment. F. Other Outside Activities Principals, employees and consultants (together “Access Persons”) of Capricorn and the relying advisers may engage in outside activities unrelated to Capricorn or the relying advisers. While the amount of time spent by access persons on such activities may vary, such activities could be viewed as competing with the time needed in fulfilling fiduciary obligations to clients of Capricorn and/or the relying advisers. Capricorn manages this conflict of interest by ensuring that Access Persons adhere to the Capricorn Code of Ethics. 24  Ion Yadigaroglu acts as manager of an investment vehicle in which certain officers, employees, and friends of Capricorn hold a passive economic interest. While the vehicle is not managed by Capricorn, actual or potential conflicts of interest could result in that this vehicle may compete with Capricorn clients in obtaining an allocation in future investment opportunities. Capricorn manages this conflict of interest by ensuring that Mr. Yadigaroglu adheres to the Capricorn Code of Ethics. If you have any questions about these conflicts, please contact Capricorn’s Chief Compliance Officer. 25  ITEM 11 – CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING A. Code of Ethics Capricorn and its relying advisers have jointly adopted a Code of Ethics (“Code of Ethics”) that sets forth the standards of conduct expected of its officers, managers and employees. The Code of Ethics requires each entity’s personnel to report their personal securities holdings and transactions and requires the Chief Compliance Officer to pre-approve certain investments. Capricorn is required to keep copies of the Code of Ethics and records relating to the Code of Ethics. Capricorn personnel are required to submit an annual report of brokerage accounts and holdings along with an annual acknowledgement and certification stating that the individual will comply with the Code of Ethics. In addition, personnel are required to submit quarterly transaction reports (or brokerage statements in lieu of such reports) that detail the individual’s securities transactions for the quarter. All employees, managers and officers of Capricorn must comply with the Code of Ethics. The Code of Ethics states that personnel owe a duty of loyalty to Capricorn’s Clients, requiring personnel to act for the best interests of the Clients. In addition, personnel must avoid actions or activities that allow (or appear to allow) them or their family members to profit or benefit from their relationships with Capricorn, its affiliates, and its Clients. The Code of Ethics also contains policies involving the safeguarding of proprietary and non-public information by Capricorn’s personnel along with restrictions on the use of insider information and the use of non-public information regarding a Client. The Chief Compliance Officer is required to report issues that arise under the Code of Ethics with respect to Capricorn to Capricorn’s Board of Directors at least annually. Capricorn will provide a copy of its Code of Ethics to any investor or prospective investor upon request. B. Structural Conflicts Between Capricorn’s Advisory Business Lines Capricorn operates two primary business lines: an investment advisory practice serving high-net- worth individuals and institutional Clients through the Investment Advisory Client Program, the Discretionary Client IHP Program, and the Legacy Client Program, and an asset management business that includes the Private Fund Strategies (including SIF and TIF/TIGF) and affiliated manager relationships (including Capricorn Affiliated Managers as described in Item 10). The concurrent operation of these business lines creates potential conflicts of interest, as Capricorn may recommend that Clients invest in Funds or vehicles managed by Capricorn, its relying advisers, or managers in which Capricorn or a Capricorn-advised Fund holds an ownership interest. These conflicts, and the specific scenarios in which they arise, are described in detail throughout this Item 11. C. Conflicts of Interest Related to Recommendations to Clients As noted elsewhere in the Form ADV Part 2A, Clients invest in legal entities where Capricorn or an affiliate acts as general partner or investment manager or where Capricorn has another material financial interest. Technically, these are securities in which Capricorn has a material financial interest. 26  As discussed in Item 10D, Capricorn may recommend that its Clients invest in funds or vehicles managed by Third-Party Managers. Capricorn and its affiliates may have a conflict of interest recommending Third-Party Managers to Clients in that Capricorn, its affiliates and Clients may have a financial interest (including but not limited to receipt of management fees, or incentive fees) that could create an incentive for Capricorn to recommend investments in Third-Party Managers over other, more suitable investments from which no such supplemental financial benefit is derived. Capricorn Clients may be subject to additional layers of asset-based fees and performance-based fees or allocations in respect of investments managed by Third-Party Managers. As described in Item 5 above, Capricorn (or an affiliate or employee) may receive certain advisory fees, director’s fees, break-up fees or other ancillary fees in connection with portfolio investments of Clients as compensation for financial advisory and/or other services provided by such persons to the portfolio companies. Payment of such fees may create a conflict of interest because it could create an incentive for Capricorn (or an affiliate or employee) to choose portfolio investments for an Advisory Client based on whether the target portfolio companies will pay Capricorn (or an employee or affiliate) such ancillary fees as opposed to choosing portfolio investments on the basis of which target portfolio companies may be most suitable for an Advisory Client (based on its investment objectives, strategies and other appropriate factors). Capricorn will typically mitigate such potential conflicts of interest by directly or indirectly off-setting a portion or all of the transaction fees received by Capricorn (or an affiliate or employee) against the management fees payable by Clients. For specific details regarding such fees and the management fee offset mechanism in effect for a particular Advisory Client, please refer to the Advisory Client’s governing documents. Capricorn further mitigates this conflict of interest by negotiating such fees at arm’s length with such portfolio company and generally seeking to ensure that such fees are, in the good faith opinion of Capricorn, in accordance with prevailing market rates in the relevant industry. Capricorn does not take into consideration whether a portfolio company will pay Capricorn or its affiliate a services fee when making an investment determination. Capricorn occasionally recommends the purchase or sale of securities or other investment products to Clients, in which Capricorn, its Clients, its affiliates, or other related persons have a financial interest as the investment manager, general partner, director, officer, trustee or as a co-investor (e.g. securities offered by Capricorn relying advisers). The financial interests of Capricorn or its related persons may create a conflict between the economic interests of these related persons and the interests of Capricorn’s clients. Additionally, Capricorn Clients may be subject to additional layers of asset-based fees and performance-based fees or allocations in respect of investments managed by Capricorn relying advisers. D. Conflicts of Interests Arising from Fund GP Ownership Interests As described in Item 4, certain Funds advised by Capricorn, including the Sustainable Investors Fund (“SIF”), may acquire ownership interests in the general partner entities or management companies of third-party investment funds (“GP Stakes”). Additionally, as described in Item 10, Capricorn holds direct minority ownership interests in certain fund managers (the “Capricorn Affiliated Managers”). Where Capricorn also recommends or approves an investment by an Investment Advisory Client, an IHP Client, or other Client account in a fund whose general partner or management company is partially owned by a Capricorn Private Fund Strategy or by Capricorn directly, a conflict of interest arises. Specifically, when a Client invests as a limited partner in such a fund, the Client's capital commitment generates management fees and potentially performance-based compensation for the 27  fund's general partner — a portion of which may flow to the Capricorn Private Fund Strategy that holds the GP Stake or to Capricorn directly in the case of Capricorn Affiliated Managers. Capricorn, in turn, may earn advisory fees and performance-based compensation on the gains attributable to that GP Stake. As a result, Capricorn has an indirect financial interest in directing Client capital into funds where a Capricorn Private Fund Strategy or Capricorn itself holds a GP Stake, which may create an incentive to recommend such investments over other investments where no such ownership interest exists. Additional conflicts may include: Layered Fees. A Client investing in a fund where a Capricorn Private Fund Strategy or Capricorn holds a GP Stake may bear management fees and performance-based compensation at both the underlying fund level (paid to the GP) and the Capricorn advisory level (paid to Capricorn on the Fund holding the GP Stake), resulting in multiple layers of fees attributable, directly or indirectly, to the same Client's capital. Information Asymmetry. Capricorn may, through its Fund's GP Stake or direct ownership interest, have access to information about the underlying fund's operations, performance, or investment pipeline that is not available to other limited partners, including the Client. This informational advantage could influence investment recommendations or the timing of investments and dispositions. Conflicting Interests in GP Oversight. As an adviser to a Fund with a GP Stake or as a direct owner of a Capricorn Affiliated Manager, Capricorn has an interest in the financial success and stability of the GP. This may conflict with the Client's interest as an LP in the underlying fund, particularly in circumstances involving GP fee negotiations, fund term extensions, key person events, or other governance matters where the interests of the GP and its limited partners may diverge. Governance Roles at Portfolio Companies and Affiliated Managers. Capricorn employees may serve on the board of directors, advisory board, or similar governing body of asset managers, general partner entities, or portfolio companies in which Capricorn’s Private Fund Strategies hold an ownership interest or in which Capricorn holds a direct ownership interest (including Capricorn Affiliated Managers). Such governance roles may provide Capricorn with access to information about the manager's operations, performance, strategy, and investment pipeline that is not available to other investors, including Capricorn's Clients who may invest in funds managed by that same entity. Additionally, Capricorn's governance role may influence its evaluation of the manager when making investment recommendations to Clients or may create a perception that Capricorn's recommendations are influenced by its governance relationship rather than by an independent assessment of the investment's merits. Recommending Against or Redeeming from GP Stake Investments. Capricorn may recommend that a Client reduce its allocation to, decline to invest in a subsequent fund managed by, or redeem from an open-end fund managed by, a general partner or management company in which a Capricorn-advised Fund holds a GP Stake or in which Capricorn holds a direct ownership interest. Such a recommendation may adversely affect the GP's assets under management and fee revenue, which may in turn reduce the value of the Capricorn-advised Fund's GP Stake (or Capricorn's direct ownership interest) and Capricorn's associated advisory fees and performance- based compensation. As a result, Capricorn may have an incentive to delay or avoid recommending a reduction, non-investment, or redemption even when such action may be in the Client's best interest. Capricorn has an obligation to make investment recommendations based on each Client's 28  best interest regardless of the impact on Capricorn-advised Funds, Capricorn Affiliated Managers, or their portfolio investments. Clients Who Are Also Investment Managers. Certain Clients may be investment managers whose funds Capricorn has recommended to other Clients or in which a Capricorn Private Fund Strategy holds a GP Stake or other ownership interest. This creates a potential conflict in that Capricorn's advisory relationship with the manager-Client, its investment recommendations to other Clients regarding that manager's funds, and its Fund's or its own ownership interest in the manager may be interconnected. For example, a decision by Capricorn to recommend that other Clients redeem from the manager-Client's fund could strain the Advisory Client’s relationship, while a desire to preserve the advisory relationship could influence Capricorn's investment recommendations to other Clients. Capricorn seeks to manage the conflicts described in this section by disclosing the existence of GP Stake and Capricorn Affiliated Manager relationships to affected Clients, evaluating investments in funds where a GP Stake or ownership interest exists on the same merit-based criteria applied to all investment opportunities, disclosing governance relationships to affected Clients, maintaining records of the rationale for investment recommendations involving GP Stake or affiliated manager investments, review by Capricorn's Chief Compliance Officer and Conflicts Committee, where appropriate, and adherence to its allocation policies and Code of Ethics. Clients should review the applicable advisory agreement and fund offering documents for additional information regarding GP Stake investments and related conflicts. E. Disposition of Fund Investments and Transactions Involving Related Parties From time to time, a fund advised by Capricorn or a Client account managed by Capricorn may dispose of an interest in a portfolio company or other investment through open market sales, privately negotiated transactions, or a combination of both. In connection with such dispositions, individuals or entities who have a pre-existing relationship with Capricorn - such as investors in Capricorn’s Private Fund Strategies or other Clients of Capricorn – may, acting in their personal capacity, have the opportunity to purchase interests alongside or concurrent with open market buyers. Such transactions present potential conflicts of interest. Capricorn has a fiduciary duty to the selling Fund or Client account to seek fair value, while also maintaining broader relationships with purchasers who are investors in or Clients in other Capricorn Private Fund Strategies or accounts. Additionally, the allocation of a position between related purchasers and the open market, and the pricing and terms offered to each, may give rise to conflicts between the interests of the selling Fund’s investors or the selling Client and Capricorn’s interest in preserving those relationships. The sales price also affects the calculation of performance-based compensation payable to Capricorn or its affiliated general partner entities. Capricorn seeks to manage these conflicts by conducting dispositions on terms that are fair to the selling Fund or Client account and pricing related party sales consistent with contemporaneous market terms, where available. F. Cross Transactions and Principal Transactions Cross Transactions 29  Capricorn from time to time effects cross transactions between Client accounts, including transactions between two or more Funds advised by Capricorn or its relying advisers, and transactions between a Fund and an Investment Advisory Client's or IHP Client's account. A cross transaction occurs when Capricorn arranges for one Client account to purchase a specific security or investment from another Client account, without the use of a broker-dealer and without charging a transaction-based fee for effecting the trade. For the avoidance of doubt, a Client's subscription as a limited partner in a Fund advised by Capricorn is not a cross transaction. Cross transactions may be effected when Capricorn determines that the transaction would be beneficial to both participating Client accounts. Circumstances in which cross transactions may occur include, but are not limited to, the transfer of a portfolio company interest between Funds with complementary investment mandates as a portfolio company matures (for example, from an early-stage Fund to a growth-stage Fund), facilitating liquidity for a selling Client account while providing an investment opportunity for a purchasing Client account, and rebalancing or restructuring Fund or Client portfolios. Cross transactions present conflicts of interest because Capricorn owes a fiduciary duty to Clients on both sides of the transaction. The interests of the purchasing Client (to acquire the investment at a lower price) and the selling Client (to dispose of the investment at a higher price) may diverge, and Capricorn must balance its obligations to both parties. Additionally, where Capricorn or its affiliated general partner entities receive performance-based compensation from one or both participating accounts, a cross transaction may affect the calculation of such compensation. To manage these conflicts, Capricorn has adopted the following practices with respect to cross transactions: • Cross transactions are executed at a price determined to be fair and equitable to both parties. For publicly traded securities, this is generally the prevailing market price at the time of the transaction. For private or illiquid securities, the transaction price is based on the most recent fair value determination, which may be established by the Fund's valuation procedures or another methodology deemed appropriate under the circumstances. • Cross transactions are subject to review by Capricorn's Chief Compliance Officer or designated senior personnel. Principal Transactions A principal transaction occurs when Capricorn or an affiliate, acting for its own account, buys a security from or sells a security to a Client account. A principal transaction may also arise where a private investment fund or vehicle in which Capricorn or its controlling persons own, in the aggregate, more than 25% is on one side of a transaction with a Client account. Certain transactions, including purchases and sales of portfolio company interests from series vehicles within Capricorn's Private Fund Strategies to Client accounts, may constitute principal transactions depending on the aggregate ownership interests of Capricorn and its controlling persons in the vehicle at the time of the transaction. To the extent a transaction constitutes a principal transaction, Capricorn will disclose to the affected Client that it is acting in a principal capacity and obtain the Client's consent for the transaction. G. Individual Client Conflicts 30  As noted above, the Individual Client (through a trust and a limited liability company under his control) is a significant owner of Capricorn. The Individual Client is the sole member of Capricorn Management, the entity ultimately responsible for approving investments on behalf of the Individual Client recommended by Capricorn. As discussed below, Capricorn’s relationship with the Individual Client raises potential conflicts of interest with respect to the investments made by the Individual Client in the same securities invested in by clients of Capricorn. Because of differing investment objectives, portfolio size or other factors, Capricorn may recommend that the Individual Client take investment positions different from those taken by other Clients including positions contrary to those held by other Clients or senior or junior to those held by other Clients. To the extent that the other Clients hold interests that are different (or more senior or junior) than those held by the Individual Client, Capricorn may be presented with decisions involving circumstances where the interests of the Individual Client are in conflict with those of other Clients, including with respect to the operation of a portfolio company, the targeted returns for the investment and the timeframe for and method of exiting the investment. Furthermore, it is possible that (in a bankruptcy proceeding or otherwise) other Clients’ interests may be subordinated or otherwise adversely affected by virtue of such other vehicle’s involvement and actions relating to its investment. For example, a debt holder of a company may be better served by the company’s liquidation, in which case it may be paid in full, whereas another Client may hold equity and prefer a reorganization that could create value for that Client and other equity holders. Capricorn faces conflicts in determining whether and to what extent investment opportunities should be allocated between other Clients and the Individual Client. Allocations may be subject to a significant degree of discretion exercised by Capricorn, including in connection with re- balancings, investing in new, different or additional investment strategies. Even allocations designed to mitigate conflicts do not eliminate the possibility that an allocation of assets will not adversely affect other Clients. Capricorn’s management of other Clients may benefit the Individual Client. For example, to the extent permitted by applicable law, other Clients may invest in the securities of companies in which the Individual Client has an equity, debt or other interest. The purchase, holding, and sale of such investments by other Clients may enhance the profitability of the Individual Client’s investments in and activities with respect to such companies. The trading activities of the Individual Client, which will be carried out generally without reference to positions held by other Clients, may have an effect on the value of the positions so held or may result in the Individual Client having an interest in an issuer adverse to that of other Clients. To the extent permitted by applicable law, other Clients may invest, directly or indirectly, in investment entities in which the Individual Client has or subsequently makes an investment. The Individual Client may make portfolio investments even if doing so would reduce the size of other Clients’ investment or prevent other Clients from investing. Capricorn will allocate investment opportunities in its sole discretion and is not under any obligation to share any investment opportunity, idea or strategy with other Clients, and may allocate a favorable investment opportunity to the Individual Client, or may allocate such investment opportunity to other Clients only on different terms. In making an allocation, the investment objective of other Clients may not be the dispositive factor; rather, Capricorn may consider, among other considerations, the available capital, risk tolerance and investment objectives and guidelines of each potential investor, the size of the portfolio investment, legal, tax and regulatory considerations, the availability of other investment opportunities and Client relationships. Methods of allocating investment opportunities may change over time. 31  Other Clients may invest in opportunities that have been declined by the Individual Client. Subject to applicable law, the Individual Client, Capricorn or their respective affiliates are not prohibited from, without limitation: (i) investing in Underlying Funds, portfolio companies or other principal investments for its own account or the account of third parties, (ii) engaging in transactions in connection with a decision by the Individual Client or Capricorn to enter into a new strategic business or businesses, (iii) from receiving fees or other compensation of any kind from any activity, including, without limitation, activities in which the interests of other Clients may be different from or adverse to the interests of the Individual Client or third parties and (iv) from forming other investment vehicles. Other Clients, on one hand, and the Individual Client, on the other hand, may compete with each other in identifying and making investments. In this regard, the Individual Client may have certain competitive advantages, including having more capital than other Clients. As a result, other Clients may be unable to make an investment or may pay a higher price for, or may agree to less favorable terms regarding, an investment. It should also be noted that just because an actual or potential conflict exists does not mean that Capricorn or the members, officers, directors and employees of Capricorn (including the Investment Team) will intentionally or inadvertently exploit such conflict to the detriment of any Client or that any losses suffered by one Client, but not another, are necessarily attributable to a conflict of interest. G. Conflict Mitigation Capricorn seeks to mitigate conflicts by providing disclosure to Clients and investors in the Private Fund Strategies about such affiliations and compensation where applicable, adherence to its policies and procedures, including its allocation policy, review by Capricorn’s Conflicts Committee where appropriate, and adherence to the Code of Ethics. 32  ITEM 12 – BROKERAGE PRACTICES A. Brokerage 1. Research & Soft Dollar Benefits is not synonymous with the Private company securities are generally purchased in private placement transactions, without the assistance of a broker-dealer. However, Capricorn may distribute securities to Clients and investors in Private Fund Strategies or sell such securities, including through using a broker-dealer, if a public trading market exists. In addition, from time to time, Capricorn trades public securities for certain Clients. In all cases where Capricorn is placing transactions in the public markets, Capricorn intends to select brokers based upon the broker’s ability to provide best execution for the Client. “Best execution” refers to the duty to seek the best overall qualitative execution for a Client in a particular circumstance. “Best execution” lowest brokerage commission. Consequently, it should clearly be noted that in a particular transaction the Client may pay a brokerage commission in excess of that which another broker might have charged for executing the same transaction. At this time, Capricorn does not engage in “soft dollar” arrangements with broker-dealers. Capricorn is generally authorized to make the following determinations, subject to each Client’s investment objectives and restrictions, without obtaining prior consent from the relevant Client: (1) which securities or other instruments to buy or sell; (2) the timing and total amount of securities or other instruments to buy or sell; (3) the executing broker or dealer for any transaction; and (4) the commission rates or commission equivalents charged for transactions. In assessing best execution, Capricorn considers, among other things, all or some of the following factors: (i) the broker’s execution capability, (ii) the commission rate charged by the broker, (iii) a broker’s past history of successful, prompt and reliable execution of Client trades, and (iv) the financial strength and stability of the broker. 2. Brokerage for Client Referrals As noted above, on certain occasions an investment by a Capricorn Client will require that Capricorn select a broker-dealer to execute a transaction. Although not presently done, Capricorn reserves the right in the future to select broker-dealers based upon Capricorn’s interest in receiving Client referrals as opposed to simply seeking the most favorable execution (although Capricorn would still seek to obtain overall best execution). 3. Directed Brokerage Capricorn does not participate in directed brokerage arrangements. However, as noted above Capricorn typically utilizes a specific broker to execute portfolio transactions, when necessary, on behalf of a Client. B. Aggregated Purchase or Sales of Securities Capricorn does not generally aggregate the purchase or sale of securities for various Client accounts. At the present, the majority of the securities purchased for Client accounts are interests in underlying funds and other private securities and Capricorn will not aggregate orders for investments in such funds as it is not permitted and would not provide any benefits to its Clients. Please also see the conflicts noted in response to Item 11 above. 33  ITEM 13 – REVIEW OF ACCOUNTS A. Review of Client Accounts Capricorn monitors and reviews Client accounts on a periodic basis. The frequency of Client account reviews and reports varies by metric. Reviews and reports are prepared by Capricorn’s Portfolio Management and Operations teams. Asset allocations, exposure levels and upcoming trades are generally reviewed on a weekly basis for all Client accounts. Rebalancing trades are executed if deemed necessary. On a monthly basis, fair market values and performance metrics are reviewed by the Operations team. After review, a portfolio summary and capital statement are distributed to each Client. Several times a year, in-depth portfolio reviews, which include analyses pertaining to portfolio positioning, performance, attribution, risk, liquidity and other relevant metrics, are prepared by the Investment and Portfolio Management teams as a detailed update to and basis for discussion and planning with each Client. The LIBRA, TIF, TIGF, CIG DS, CIG LC, and SIF teams continually monitor the respective investment portfolios, and receive monthly, quarterly and/or annual financial and qualitative information from their portfolio companies. Each TIF, TIGF, CIG DS, CIG LC, and SIF investor receives a capital account statement on a quarterly basis. Upon request, Capricorn provides each Client with the information they need regarding their accounts. Additionally, Capricorn seeks to meet with each Client on an annual basis and perform an annual review of their overall portfolio. B. Frequency of Reports Discretionary Client IHP Program IHPs are audited at the end of each fiscal year by an independent certified public accountant. Capricorn will deliver to each IHP Client audited financial statements of its IHP, including an income statement for the year then ended, a balance sheet as of the end of such year and a statement of changes to such Client’s capital account in its IHP. Such audited financial statements are to be delivered as promptly as practicable and in any event by the latter of (a) fifteen (15) days after receipt of the last audited report from the IHP’s Underlying Investments or (b) one hundred eighty (180) days after the close of the IHP’s fiscal year. Capricorn will use its reasonable efforts to provide to each IHP Client such other information related to the Client’s IHP and its investments, as is reasonably requested by such Client. Capricorn will furnish a Schedule K-1 to each IHP Client as promptly as practicable after the close of the fiscal year. An Underlying Investment’s delay in providing a Schedule K-1 or other required information could delay Capricorn’s preparation of its information return and Schedule K-1’s. Delivery of the relevant information by an Underlying Investment will be subject to delay in the event of the late receipt of any necessary tax information from an entity in which the Underlying Investment holds an interest. Private Fund Strategies 34  Investors in the LIBRA Fund and the CIG LC Fund will receive annual audited financials. Schedule K-1’s will be provided as soon as reasonably practicable after the end of the fiscal year of the LIBRA Fund and the CIG LC Fund. Investors in the TIF, TIGF, CIG DS, and SIF Funds will receive annual audited financials, as well as a quarterly position summary and capital statements. Schedule K-1’s will be provided as soon as reasonably practicable after the end of the fiscal year of the Funds. As Capricorn cannot provide annual tax information until such information is received from the Underlying Investments, it is likely that, in any taxable year, annual tax information will not be provided by Capricorn until sometime after April 15. Consequently, it is anticipated that investors will need to apply for an extension of time to file tax returns. 35  ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION Capricorn utilizes third parties (each a “Placement Agent”) for referral and placement services in the solicitation of Clients and/or investors. Capricorn pays cash or a portion of the advisory fees paid by Clients and/or investors referred to it by those Placement Agents. When Capricorn engages parties for any referral or solicitation activities, such activities will be conducted in a manner that is consistent with Rule 206(4)- 1 under the Investment Advisers Act of 1940, as amended, and relevant SEC guidance. Due to the agreements Capricorn has with Placement Agents, the Placement Agents have an incentive to recommend Capricorn, resulting in a material conflict of interest. 36  ITEM 15 – CUSTODY Capricorn is deemed to have custody of the assets of its Clients (in its or its affiliates’ role as the general partner or investment manager of those entities). It should be noted that Capricorn will maintain the cash assets of discretionary Clients and securities directly invested in by Capricorn Clients (other than privately offered securities) in custodial accounts with a “qualified custodian” pursuant to Rule 206(4)-2 under the Investment Advisers Act of 1940. Quarterly account statements sent to investors in the Funds will be sent by Capricorn, not by any qualified custodian used by Capricorn. Investors in the Funds should carefully review those statements and compare those statements to the information contained in the audited financial statements prepared by an independent public accountant registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board (“PCAOB”). In addition, it should also be noted that in satisfaction of the requirements of Advisers Act Rule 206(4)-2, Capricorn will ensure that all investors in each Fund are provided with GAAP compliant audited financial statements for that Fund within 120 or 180 days of the end of the applicable Fund’s fiscal year. Investors should carefully review those annual audited financial statements. 37  ITEM 16 – INVESTMENT DISCRETION As noted above, Capricorn has discretionary authority to manage securities accounts on behalf of its Clients in certain Investment Advisory Client accounts where discretionary authority has been granted, the Discretionary Client IHP Program, the Legacy Client Program (with respect to the Non-Taxable Entities), and the Private Fund Strategies. As noted elsewhere in this Form ADV Part 2A (in particular in Item 8 above), the investment strategy of Clients is set forth in the operative governing documents and/or advisory contracts. Prospective investors are provided with an offering document, operative governing documents and/or advisory contracts, as applicable, prior to their investment and are encouraged to carefully review the documents and to be sure that the proposed investment is consistent with their investment goals and tolerance for risk. Prospective investors must also execute a subscription agreement, in which they make various representations, including representations regarding their suitability to invest in a high-risk investment pool. Similarly, the relying advisers have discretionary authority to manage their respective Clients’ accounts. 38  ITEM 17 – VOTING CLIENT SECURITIES Capricorn understands and appreciates the importance of proxy voting. To the extent that Capricorn has discretion to vote proxies on behalf of Clients, Capricorn will vote any such proxies in the best interests of Clients and in accordance with its compliance procedures. Capricorn votes any proxies related to underlying funds and portfolio companies. For proxies pertaining to publicly traded investments Capricorn utilizes a third-party provider, ISS, to vote such proxies. Capricorn has directed ISS to vote proxies in accordance with the ISS Socially Responsible Investing (“SRI”) policy. Occasionally, Capricorn may deviate from voting in line with the SRI policy if it believes that voting in another manner is in the best interest of the Client or if there is a conflict of interest present. Proxies pertaining to underlying funds and portfolio companies are often related to proposed term changes to be made by such underlying funds or portfolio companies. Prior to voting proxies of this nature, Capricorn’s Investment team and Chief Compliance Officer will determine if there are any conflicts of interest related to the underlying fund or portfolio company proxy in question. If a conflict is identified, the Investment team will then make a determination with the Chief Compliance Officer (which may be in consultation with outside legal counsel or third-party compliance consultants) as to whether the conflict is material or not. If no material conflict is identified pursuant to its procedures, the Investment team and Chief Compliance Officer will make a decision on how to vote the proxy. LIBRA, TIF, TIGF, CIG DS, CIG LC, and SIF Funds vote all proxies pertaining to their respective portfolio companies. If you have any questions about Capricorn’s proxy policy, its proxy record-keeping procedures or if you would like any further information about how proxies are voted, please contact the Chief Compliance Officer, Alexandra Acosta via email at aacosta@capricornllc.com. 39  ITEM 18 – FINANCIAL INFORMATION Capricorn has discretionary authority and custody of Client funds and securities. Capricorn is not currently aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to Clients. In addition, Capricorn has not been the subject of a bankruptcy petition at any time during the past ten years. 40