ADVISORY BUSINESS
General Description of Advisory Firm.
Gatewood Capital Management LLC, a Delaware limited liability company (“Gatewood
Capital Management”), is an investment adviser with its principal place of business in
New York, NY. Gatewood Capital Management was formed on April 21, 2015. Gatewood
Capital Management II LLC, a Delaware limited liability company (“Gatewood Capital
Management II”), is a relying adviser of Gatewood Capital Management. Gatewood
Capital Management and Gatewood Capital Management II are collectively referred to
herein as “Gatewood”.
The majority principal owner of Gatewood Capital Management and the sole principal
owner of Gatewood Capital Management II is Gatewood Capital Partners LLC, a Delaware
limited liability company (“Gatewood Capital Partners”), which is a subsidiary of
Gatewood Capital Investors LLC, a Delaware limited liability company (“Gatewood
Capital Investors”). Entities owned by Oren Monhite Yahav and by Amir Aviv own a
majority of the economic interests in Gatewood Capital Investors and The Arbor Trust
owns a majority of a class of voting securities of Gatewood Capital Investors. As of the
date of this Brochure, Oren Monhite Yahav and Amir Aviv serve as the managers of
Gatewood Capital Partners.
Description of Advisory Services.
Gatewood provides investment advice to its clients, primarily regarding seed investments
in new private equity, real estate and other alternative investment managers and their
managed funds (collectively, “Seed Managers” and “Underlying Funds”, respectively),
acquire interests in established alternative investment managers (“Established Managers”
and, together with Seed Managers, “Underlying Managers”). Presently, Gatewood
provides investment advisory services exclusively to pooled investment vehicles (each, a
“Fund” and collectively, the “Funds”). Gatewood may also establish co-investment
vehicles for third party investors and/or certain strategic investors of the Funds seeking
additional exposure to a Fund’s investments as further set forth in the Funds’ governing
documents (each such vehicle, a “Co-Investment Vehicle”). Co-Investment Vehicles are
expected to invest alongside the Funds from time to time in certain investments in
Underlying Funds and may invest alongside the Fund indirectly by investing in the
investment of an Underlying Fund’s alongside such Underlying Fund. The terms of any
such Co-Investment Vehicles will be negotiated with the investors of such investment
vehicles and may be different from the terms of the Funds. Unless the context otherwise
requires, references herein to the “Funds” include such Co-Investment Vehicles.
One or more affiliates of Gatewood serves as general partner of the Funds (the “General
Partners”),
and the General Partners or another affiliate of Gatewood is expected to serve
as general partner of any Co-Investment Vehicles. Subject to the discretion and control of
the General Partners, Gatewood provides discretionary investment advisory services
pursuant to investment management agreements with the Funds and each Co-Investment
Vehicle.
Gatewood provides investment advice to the Funds in accordance with their respective
investment objective and strategy, as set forth in the governing documents of each Fund.
The Funds will typically structure their investments to ensure that neither the Funds nor
Gatewood take controlling positions in the Underlying Managers in which they invest.
More information regarding the Funds’ investment strategy and corresponding risks is set
forth in Item 8, “Methods of Analysis, Investment Strategies and Risk of Loss.”
Customized Services for Individual Clients.
The General Partners may from time to time enter into side letter agreements with certain
investors in the Funds establishing rights under, or supplementing or altering the terms of,
the governing documents of the Funds with respect to such investors in a manner more
favorable to such investors than those applicable to other investors. Similarly, investors in
Co-Investment Vehicles may have rights that differ from the rights of Fund investors with
respect to an investment. Such rights or terms in any such side letter or other similar
agreement may include, without limitation: (i) excuse rights applicable to particular
investments (which may increase the percentage interest of other investors in, and
contribution obligations of other investors with respect to, such investments); (ii) reporting
obligations of the General Partners; (iii) waiver of certain confidentiality obligations; (iv)
consent of the General Partners to certain transfers by such investor or other exercises by
the General Partners of their discretionary authority under the applicable partnership
agreement for the benefit of such investor; (v) withdrawal rights due to legal, regulatory or
policy matters; (vi) other rights or terms necessary in light of particular legal, tax,
regulatory or public policy characteristics of an investor; (vii) a reduction in the
Management Fee (as defined below) or carried interest payable to the General Partners; or
(viii) additional obligations, and restrictions on the Funds with respect to the structuring of
any investment. Each General Partner generally will not enter into side letters or similar
agreements that have the effect of disadvantaging other investors in the Funds.
Assets Under Management.
As of December 31, 2023, Gatewood managed approximately $655,418,960 on a
discretionary basis. Gatewood does not manage client accounts on a non-discretionary
basis.