Gatemore Capital Management LP

Item 5 – Fees and Compensation

All Investors and prospective investors should review the Governing Documents of
each Fund together with this Brochure for complete information on the fees and
compensation payable with respect to a particular Fund.
A.     Fee Schedule
Generally, the Advisers receive a management fee and performance allocation from Clients.
Such compensation arrangements are set forth in the relevant Governing Documents of the
applicable Fund. The fees and compensation payable to the Advisers are negotiable at the
Advisers’ sole discretion. A brief summary of the range of compensation is generally as
follows:
       1.      Management Fee
Gatemore Capital Management LP
With respect to the Funds, the Filing Adviser will typically receive a monthly asset-based
management fee calculated as a percentage of each Investor’s capital account, payable
monthly in arrears. The management fee is generally between 1% and 2% depending on net
asset value.
GVP Climate LP and Gatemore Ventures LLP
With respect to the Funds managed by GVP Climate LP and Gatemore Ventures LLP, the
Relying Advisers will typically receive a management fee on a quarterly basis in advance,
calculated on the percentage of each Investor’s committed capital account from the initial
drawdown date, payable on the first day of the quarter. The management fee is up to 2.5%
depending on net asset value.

                                                                             Part 2A of ADV
                                                                               Brochure for:
                  Gatemore Capital Management LP, GVP Climate LP, and Gatemore Ventures LLP

        2.      Performance-based Fees
Gatemore Capital Management LP
From the Funds, the Filing Adviser will generally receive an incentive allocation equal to a
percentage of the net income allocated to each Investor for the year, but only to the extent
net income allocated to that Investor exceeds any cumulative losses that were allocated to
that Investor for earlier periods and that have not been recovered (a “high water mark”). This
incentive allocation is up to 20% depending on share class and is typically made at the end of
each calendar year in arrears.
The incentive allocation will only be charged to accounts of those Investors who are “qualified
clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended
(“Advisers Act”), and in accordance with applicable state law.
GVP Climate LP and Gatemore Ventures LLP:
The Relying Advisers will receive a Carried Interest Distribution upon realization of an
investment within the funds. This Carried Interest allocation is 20%. The distribution occurs
after each investor receives 100% of the capital contribution; and thereafter, 80% to the
investor and 20% to the General Partner.
The incentive allocation will only be charged to accounts of those Investors who are “qualified
clients” as defined in Rule 205-3 of the Advisers Act and in accordance with applicable state
law.
B.      Payment of Fees
Management fees, performance-based fees, and third-party fees (discussed below) will be
deducted from Client assets. Management fees, which are paid in arrears, will be withdrawn
at the end of the month or quarter. Management fees that are paid in advance will be
withdrawn at the start of the month or quarter. Performance-based fees are determined as
of the last business day of the calendar year and as of any date on which an Investor makes a
withdrawal or receives a distribution from such Investor’s capital account(s).
C.      Third-Party Fees
Clients shall pay such costs and expenses as the Advisers reasonably determine to be
necessary, appropriate, advisable or convenient to carry on their business and realize their
objectives, including but not limited to: (i) management fees; (ii) all general investment
expenses (i.e., expenses which the Advisers reasonably determine to be directly related to the
investment of the Client’s assets); (iii) all administrative, legal, accounting, auditing, record-
keeping, tax form preparation, compliance and consulting costs and expenses; (iv) fees, costs
and expenses of third-party service providers that provide such services; and (v) any
extraordinary expenses, among other expenses. The fees described herein are not
exhaustive, and not necessarily applicable to a particular Fund. Please review the relevant
Governing Documents of the applicable Fund for additional information.

                                                                             Part 2A of ADV
                                                                               Brochure for:
                  Gatemore Capital Management LP, GVP Climate LP, and Gatemore Ventures LLP

The Advisers’ fees are exclusive of brokerage commissions, transaction fees, and other
related costs and expenses which shall be incurred by the Clients. Such charges, fees and
commissions are exclusive of and in addition to the Advisers’ management fee, and the
Advisers do not receive any portion of these commissions, fees, and costs.
Please see Item 12 of this Brochure regarding brokerage.
D.     Prepayment of Fees
GVP Climate LP clients pay management fees quarterly in advance.
E.     Outside Compensation for the Sale of Securities
Neither the Advisers nor their supervised persons accept compensation for the sale of
securities or other investment products.
See Item 12 of this Brochure for additional information regarding the Advisers’ brokerage
practices.
The foregoing discussion in Item 5 represents the Advisers’ basic compensation
arrangements. The management fees and incentive allocations described above are
structured to comply with Rule 205-3 under the Advisers Act and applicable state laws.

Item 7 – Types of Clients

The Advisers provide investment advice and management to the Funds. The minimum
investment required to invest in each of the Funds is described in the Governing Documents
of the applicable Fund and is generally $1,000,000. The Advisers or their affiliates will, under
certain circumstances, change the required minimum initial contribution amount.
The Advisers restrict the number of Investors in the Funds and will offer Interests only
through non-public transactions in order to maintain their exclusion from “investment
company” status under the Investment Company Act of 1940, as amended (the “Investment
Company Act”).
Prospective Investors in the Funds must meet eligibility criteria and are subject to certain
withdrawal requirements and limitations. Prospective Investors are encouraged to
thoroughly review the Fund’s Governing Documents, which set forth all of the terms in detail.
Though some Clients generally pursue the same strategy, offering terms will, under certain
circumstances, differ.
The Funds. Generally, each Investor must meet one or more of the following criteria: (i) an
“accredited investor” (as defined in Regulation D under the Securities Act of 1933); (ii) a
“qualified client” (as defined in Adviser Act Rule 205-3; (iii) a “qualified purchaser” (as
defined in Section 2(a)(51) of the U.S. Investment Company Act); (iv) an Investor who is
eligible to enter into a performance fee arrangement under state and/or federal law, as
applicable; and/or (v) must meet other criteria as specified in the Governing Documents.