Gotham Green Partners LLC

Item 5 – Fees and Compensation

The fees applicable to each Fund are set forth in detail in each Fund’s offering documents. A brief
summary of such fees is provided below.

Each Fund pays to the Adviser or to a related party, an annual Management Fee that generally
ranges from 1.0 to 2.0 percent of the aggregate capital commitments of the Limited Partners who
are not related persons of the Adviser or General Partner (or in the case of Gotham Green Partners
SPV IV, L.P., such Management Fee is based on the capital contributions of the Limited Partners).
Notwithstanding the foregoing, Gotham Green Partners SPV VII, L.P., incurs no management fees
and shall pay to the General Partner a one-time setup fee, as described in the offering documents,
in an amount equal to 2.0 percent of the aggregate capital commitments of the Limited Partners.

Following the Commitment Period of certain Funds, the annual Management Fee rate is adjusted
to a percentage based on the aggregate cost basis of portfolio securities held by such Fund plus the
aggregate exercise price for in-the-money warrants and options held by a Fund, determined on a
quarterly basis. Each fund’s offering documents should be reviewed to determine the exact
management fees. Any new advisory Clients may be subject to Management Fees and Performance
Fees that differ from what is summarized in this Brochure. Any applicable fees charged to
Investors will be deducted from their capital accounts in the Fund and will not be billed separately.

The General Partner of each respective Fund may also receive a performance-based fee or “carried
interest” allocation (Performance Fees) from 10% to 35% with respect to each investor for the
management of certain of the Funds based upon profits and losses allocated to such investor. The
timing of allocations/distributions related to Performance Fees varies depending on the terms of
each Fund, as set forth in the relevant Fund’s Offering Documents.

Gotham or its affiliates, in their sole discretion, may elect to reduce or waive Management Fees or
Performance Fees. Management Fees and performance-based fees or allocations are described in
greater detail in the offering documents of the Funds.

EXPENSES: As a general matter, the Adviser will bear its own internal costs of existence and
operations, such as rent, member/employee salaries, and their own internal financial reporting and
tax preparation.

The cost of fees paid by each Fund may be substantial. For example, the Adviser may engage third
parties on behalf of a Fund to identify/source investment opportunities, perform analysis/diligence
in respect of potential investments, technologies, markets, or other issues, or provide Portfolio
Companies with advice, guidance or other benefits. The apportionment of expenses inherently
creates conflicts of interest between the Adviser and a Fund. For example, in many cases, the same
individual could be admitted or engaged as a member or employee of the Adviser (in which case,
the General Partner or the Adviser generally would bear the expense of such individual's salary,
etc.) or as a consultant/advisor (in which case a Fund or a Portfolio Company generally would bear
the expense of fees paid to such individual). Gotham may, in its sole discretion, bear any of a
Funds’ expenses described above; provided that, if Gotham does pay any such expenses, it will

  FORM ADV
  Part 2A                   Gotham Green Partners, LLC              March 2026          Page 7 of 33

not be required to continue to pay such expenses and may thereafter cause the Funds to pay such
expenses.

Prospective Fund Investors should note that, as may be provided in a Fund's Partnership
Agreement, expenses borne by a Fund as well as the Management Fee generally, may be allocated
among the Partners in proportion to their respective Capital Commitments to a Fund, and therefore
generally will be excluded from the calculation of the General Partner's carried interest. This
methodology, however, will not apply to all Funds managed by Gotham.

Each Fund may incur expenses in connection with a potential investment that are expected to be
made by that Fund along with one or more co-investors. As a general matter, a Fund will be
obligated to pay all of its expenses in connection with an investment opportunity that is considered
by a Fund, even if the investment is not consummated, and even if potential co-investors do not
agree to pay any share of such expenses. To the limited extent set forth in a Fund's Partnership
Agreement, the Adviser is obligated to apportion expenses among a Fund and certain other funds
affiliated with the Adviser or General Partner. However, many other types of circumstances may
arise. For example, the Adviser (or a member or affiliate thereof) may attempt to create a Special
Purpose Vehicle or similar entity that will complete its formation and otherwise be in a position to
bear expenses relating to a potential co-investment only if the co-investment is consummated.
Thus, there may be no third party that has agreed to share expenses with a Fund if the co-
investment is not consummated, with the result that a Fund may bear all of its expenses
notwithstanding that third parties may have benefitted from the opportunity to review, investigate
and otherwise assess the potential co-investment. The Adviser or General Partner of any Fund will
have no obligation to prevent such circumstances from arising.

Additionally, the Adviser, or a related party, may receive fees from investors who co-invest in
investment opportunities. Such co-investors may not incur the same fees as Investors who invest
via the Adviser’s affiliated Funds and/or Special Purpose Vehicles.

Each Fund will generally bear its own organization and operating expenses including, without
limitation: (i) organization and syndication costs (subject to a cap); (ii) legal, accounting,
...

Item 7 – Types of Clients

The Adviser provides investment advice to the privately pooled investment vehicles offered only
to qualified investors on a private placement basis. The investment vehicles may include
investment partnerships or other investment entities formed under domestic or foreign laws and
operated as exempt investment pools under the Investment Company Act of 1940, as amended.

Interests in these investment vehicles are offered and sold exclusively to investors satisfying the
applicable eligibility and suitability requirements either in private transactions within the United
States or in offshore transactions. Typically, these investors are high net worth individuals,
institutions and other entities. Minimum commitment levels for each Fund are established by the
Fund’s General Partner and are described in each Fund’s offering documents. Such minimums
may be waived at the sole discretion of the General Partner.

  FORM ADV
  Part 2A                   Gotham Green Partners, LLC              March 2026         Page 11 of 33