Gotham Asset Management LLC

Item 5 – Fees and Compensation

Fee Schedules
We are compensated through various combinations of fees based on a percentage of assets under management
and/or performance-based compensation. A brief summary of our fees is provided below. Investors should refer
to the applicable offering documents and/or management agreement for a complete understanding of the fees and
expenses applicable to them. Certain investors (including partners, members and employees of the Firm and its
affiliates) are subject to terms and conditions that are different and/or more favorable with respect to various
matters, including lower or no fees. Any such fee reductions or waivers are determined by the Firm in its sole
discretion on a case-by-case basis.

Private Funds

Fees

Management fees for Private Funds generally range from 1% to 2% annually of Client assets under management.
For certain Custom Series that employ higher leverage the management fee may be up to 2.70%. Management
fees for Private Funds are calculated quarterly in advance, amortized monthly and paid quarterly in arrears. For
certain Private Funds, including Custom Series, a portion of the Management Fees is paid to third parties who
refer the investor in such Fund or Custom Series. Certain Private Funds offer investors an option to pay no
management fee and only be subject to performance compensation as described below. In addition, certain Private
Funds only charge a management fee. Investments in Private Funds that are initiated or terminated during a
calendar quarter are generally charged a prorated management fee. Certain of our Funds, which are structured as
Delaware series limited partnerships or series limited liability companies, charge different fees based on the series
and class. For one Private Fund, if an investor withdraws an investment prior to the initial twelve (12) month
period of the date of the investment the investor may be charged the management fee for the remaining portion
of the initial twelve (12) month period, although we have generally waived this fee.

For certain Custom Series, we have entered into a sub-advisory agreement with an unaffiliated registered
investment adviser to manage a portion of such series' portfolio. As compensation for providing these sub-
advisory services we pay a portion of our management fee to the sub-adviser. Fees and expenses for each Private
Fund are described in each Private Fund's offering memorandum and other governing documents, including, for
Custom Series, any series-specific supplement and related documentation.

Management fees are calculated independently by both Gotham and the administrator to our Private Funds (the
"Private Fund Administrator"). For certain Private Funds, Gotham bills the Private Fund for fees incurred
quarterly and deducts the Private Fund fees upon verification by the Private Fund Administrator. Fees are
negotiable and in certain cases are different than as stated herein.

Performance Compensation

Fees may also include a performance fee or allocation ranging from 10% to 30%, which is paid to the Firm or to
affiliates that serve as the general partners of the Private Funds. Depending on the Private Fund, performance
compensation is based on either absolute return or benchmark-relative return and is subject to high water marks.
Performance fees or allocations are generally charged or allocated on December 31 of each year or earlier when
an investment is withdrawn.

Performance allocations are verified by the Private Fund Administrator and allocated to the Private Fund's general
partner. In the case of performance fees, the Private Fund Administrator verifies the amount of the fees and
facilitates the payment of any such fees to the Firm. We waive, reduce or calculate differently the management
fees or performance fees or allocations for certain investors, including employees of the Firm, in the Private
Funds.

Certain Private Funds offer a "1 or 30" option, which in the case of substantial capital appreciation is designed to
cap total compensation (management fees plus incentive allocations) at 30% of an investment's gains. The
incentive compensation for these Private Funds is subject to a hurdle or benchmark.

Expenses

The Private Funds bear all expenses incidental to their operations and business, including organizational,
investment and operating expenses. For Private Funds that are structured as series limited partnerships or series
limited liability companies, each series bears its own expenses and its pro rata share of the costs and expenses of
the Fund. Generally, each limited partner bears its pro rata share of the costs and expenses of the applicable
series, including organizational, investment and operating expenses. Certain Private Funds are structured in a
master-feeder structure, where there is a domestic entity and/or an offshore entity in which investors invest (each
a "Feeder Fund"). The Feeder Funds then generally invest all of their investable assets in a master fund (each a
"Master Fund"). For master-feeder structures, each Feeder Fund also bears its pro rata share of the costs and
expenses of the Master Fund, including its organizational, investment and operating expenses.

With respect to Private Funds that are structured as master-feeders, in practice, all or substantially all of the
operating expenses relating to the Feeder Funds are aggregated and paid for at the Master Fund level. Accordingly,
each Feeder Fund bears its pro rata share of such expenses (other than taxes) at the Master Fund level even though
particular expenses are attributable solely to one of the Feeder Funds in that master-feeder structure. For example,
Cayman Islands filing fees and legal expenses for the offshore Feeder Fund and Delaware filing fees and legal

expenses for the domestic Feeder Funds are generally aggregated at the Master Fund level and allocated to each
Feeder Fund pro rata.
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Item 7 – Types of Clients

Our Clients consist of the Funds as well as the Managed Accounts. The underlying investors in the Funds and the
owners of the Managed Accounts currently include or have included individuals (including certain supervised
persons), charitable organizations, pension plans, universities, corporations, governmental entities, trusts,
financial advisors and their clients, and other investment vehicles.

Our investment minimums vary according to product and strategy. The minimum investment required to invest
in a Private Fund is described in each Private Fund's offering memorandum. Generally, our Managed Account
minimum is approximately $10,000,000. The minimum investment required by the Mutual Funds is described in
each Mutual Fund's prospectus and generally ranges from $5,000 to $100,000 for institutional class shares. One
of the Mutual Funds offers investor class shares which require a minimum investment of $2,500. We have waived
(and expect in the future to waive) the minimum investment for certain investors in our discretion. Shares of the
Gotham ETFs are listed on NYSE Arca, Inc. and therefore they have no minimum investment requirement.