FREQUENTLY ASKED QUESTIONS March 2015

FREQUENTLY ASKED QUESTIONS March 2015

Table of Contents I. Offering a Hedge Fund Strategy in a Mutual Fund Structure... 3 II. Fundamental Research... 4 III. Portfolio Construction... 6 IV. Fund Expenses and Terms... 9 V. Fund Objectives and Portfolio Positioning... 11 2

I. Offering a Hedge Fund Strategy in a Mutual Fund Structure 1. Does Gotham dilute its mutual fund offerings relative to its private hedge fund offerings? No. Gotham s mutual funds utilize the same philosophy, process and research as Gotham s private hedge funds. In short, the Gotham Funds are not a diluted version of our institutional offerings. 2. How is Gotham able to offer undiluted versions of its hedge funds in mutual fund structure? Gotham is able to offer undiluted versions of its private hedge funds in mutual fund structure for two key reasons. First is our pricing. Many of Gotham s hedge fund strategies offer two fee options, either a 2% flat management fee or a 1% management fee and a 10% performance allocation. This fee structure, which is lower than the traditional "2 and 20" that many hedge funds charge, allows Gotham to offer mutual funds with a 2% flat management fee as well. Second, all of our funds have broadly diversified portfolios that invest in publicly traded equities. This makes it possible for the Gotham Funds to offer daily liquidity, which is required for mutual funds. Therefore, we did not need to change our hedge fund investment strategies to comply with mutual fund requirements. 3. Is the same team of research analysts working on both the mutual funds and hedge funds? Yes, Gotham s team of analysts, along with Co-CIOs Joel Greenblatt and Robert Goldstein, are responsible for analyzing all of the securities within our investable universe. The same research is applied to all strategies the Firm offers (across hedge funds and mutual funds). 4. How do the portfolio managers split their time between the hedge funds and mutual funds? Messrs. Greenblatt and Goldstein are the Managing Principals of Gotham and the Co-CIOs of all Gotham portfolios. The Firm s portfolio construction process allows them to consistently apply their investment principles and equity research across all strategies. 3

II. Fundamental Research 1. How does Gotham value companies? Our Co-CIOs, together with our research team, analyze the balance sheets, income statements, cash flow statements and other financial data of approximately the 3,000 largest U.S. companies. The team analyzes this information to reflect our views of financial performance for each company and regularly updates this proprietary research for all companies in our coverage universe. Our process assesses recurring earnings, cash flows, capital efficiency and capital structure of the companies in our research universe to determine which companies are absolutely and relatively cheap or expensive. The process is consistent and repeatable. We do not change our valuation methodology over time. 2. How long do you believe it will take for Gotham s valuation work to be recognized by the market? We believe that although stock prices often react to emotion over the short term, they generally trade toward fair value over the long term. Therefore, if we are good at identifying mispriced businesses (a share of stock represents a percentage ownership stake in a business), the market will agree with us...eventually. For an individual stock selection, we believe the waiting period for the market to get it right is no more than 2 or 3 years in the vast majority of cases. For a portfolio of stocks, we believe the average waiting period can often be much shorter. In other words, for us, there is a true north when it comes to the stock market. If we do a good job of analyzing and valuing companies, we believe our effort will be rewarded even if it takes some time. This is crucial. No investment strategy, regardless of how good or logical, works all the time. The important thing for us is to stick to our strategy even when it is not working over shorter time periods. 3. What is the investable universe of the Gotham Funds? Our target selection universe consists of approximately the largest 2,000 U.S. companies. However, our coverage universe is quite a bit larger (approximately the largest 3,000 U.S. companies). We do not sell companies that we hold merely because their price and/or market cap drops below the largest 2,000. For the Gotham Absolute 500 Fund, the selection universe consists primarily of stocks in the S&P 500. 4. Why do you only invest in U.S. companies? Do you have any plans to offer international mutual funds? Our research team assesses publicly available financial data to develop proprietary valuations for each company. For Non-U.S. companies, differences in public reporting requirements, currencies, trading costs, regulatory environments and the availability of short securities present challenges. As a result, currently we do not foresee launching international long/short mutual funds. 4

5. Are any stocks excluded from the Gotham Funds investable universe? In general, we adjust our exposure constraints for categories and individual names where we believe circumstances warrant. In addition, we may also constrain or prohibit exposure to commodity companies, balance sheet financials and regulated utilities. 5

III. Portfolio Construction 1. Once the valuation work is done, how do you determine the weighting of the longs/shorts in the portfolio? Our stock positions, which generally include over 300 names on both the long and short sides, are not equally weighted. Generally, the cheaper a company appears to us, the larger allocation it receives on the long side. On the short side, the more expensive a company appears relative to our assessment of value, the larger short allocation it receives. We manage our risks by requiring substantial portfolio diversification, setting maximum limits for sector concentration and maintaining overall gross and net exposures within carefully defined ranges. The positions are adjusted daily to reflect changing stock prices and fundamental information. 2. Based on Mr. Greenblatt s books, it seems as though he is a believer in concentrated portfolios. Why is Gotham offering diversified portfolios instead? The Co-CIOs believe in the merits of both concentrated and diversified investment strategies. Messrs. Greenblatt and Goldstein believe that diversified portfolios are well-suited for long/short investing and can achieve attractive after-tax returns with significantly less volatility. The Co-CIOs believe that for most investors, the best overall strategy is one that not only makes sense but one they can stick with over the long term. Messrs. Greenblatt and Goldstein believe that investors are more likely to stick with a more diversified and less volatile strategy. As a result, Gotham began offering diversified long/short hedge funds in 2009 and diversified long/short mutual funds in 2012. 3. How many positions do you have in the portfolios? We generally have over 300 long and 300 short positions. A more diversified portfolio usually means we get what we expect more often. This is important for long/short portfolios that utilize a degree of leverage. 4. In The Little Book that Still Beats the Market, Mr. Greenblatt talks about the difficulties of managing long/short portfolios. Can you please elaborate as to why it works in the Gotham Funds? In the Gotham Funds, the portfolios are rebalanced daily taking into account price movements, diversification, exposures and risk levels. The analysis in The Little Book that Still Beats the Market held both long and short portfolios for one year without any of these adjustments or considerations. The purpose of the analysis in the book was to demonstrate that over shorter time periods market prices may not reflect fundamental valuations. This is why risk management is a key component of our long/short strategies. 5. Are all of your shorts single name shorts? Our short positions are in single name securities. We believe that over time our short selections will produce attractive levels of outperformance. 6

6. How do you protect against losses on the short side? We seek to protect against losses on the short side by managing a diversified and liquid portfolio. Holding hundreds of names per side limits the portfolio s exposure to any individual name. In GARIX, for example, the Fund s largest short position is generally under -50 basis points as a percentage of equity. 7. What are the sources of investment return for the Gotham Funds? Can you explain the spread? All of our portfolios are designed and then constructed to provide two potential sources of investment return: a long only component and a long/short component. For example, since inception our Gotham Absolute Return Fund (GARIX) has generally maintained a long exposure of 120 percent, a short exposure of 60 percent and a net long exposure of 60% (120% long 60% short = 60% net long). One way to think about our strategy of maintaining a long exposure of 120% and a short exposure equal to 60% is the following: For each $100 invested in GARIX, you receive an investment in our long portfolio of $60 and then an additional investment that represents an added $60 invested in our long portfolio paired with $60 of short investments. So, $60 long plus a 60 by 60 long/short overlay. This is important to understand. In effect, GARIX seeks to achieve returns from two sources for each $100 invested in the strategy. The first potential source of returns is from the $60 investment in the stocks we feel are the cheapest. Our second potential source of profits is the spread between how much an additional investment of $60 in our long stock selections returns versus the returns of $60 of our short selections. Hopefully, if we invest effectively, our long selections will outperform those stocks that we have sold short and this will add to the returns we achieve from our 60% long exposure. Of course, we hope to achieve attractive returns from our long selections over time and that we also add value from our long/short spread. But we have designed our portfolios to hopefully mitigate risk while we wait. We believe that our long/short spread returns will be largely uncorrelated with the market s returns in many market environments. That makes sense since, logically, how much our long selections outperform our short selections should have little to do with general market movements. In fact, since most of our shorts are high priced, with many eating through cash or achieving poor returns on capital (based on our assessment of value), we hope and expect that our long/short spreads will actually be even more robust during poor market periods. This, we hope, will significantly help our spreads and add to overall returns in down markets, thus helping to counteract our long portfolio returns exactly when we may need it most. 8. Do the Co-CIOs actively change the gross and net exposure? The Co-CIOs have discretion to change the gross and net exposures of the Gotham Funds within pre-specified ranges. These changes will be made by the Co-CIOs based on valuation levels and are not meant to predict short term market movements. 7

9. What is the minimum market cap of the Gotham Funds? The minimum market cap will vary. The Funds generally choose from approximately the largest 2,000 U.S. names by market capitalization. Our research coverage universe is broader because we do not automatically sell stocks that move below number 2,000 in market cap (as they may be even cheaper than when they were purchased). The Gotham Absolute 500 Fund generally chooses primarily from stocks in the S&P 500. 10. Do you expect the Gotham Funds to invest in cash or non-equities? While the prospectus for the Gotham Funds gives us broad discretion to invest in other types of securities, we do not expect to invest in cash or non-equities during normal market environments. 11. Are the analysts on the team organized by sector/industry? No. Research analysts are generalists and rotate coverage of companies within the research universe. Each company is generally analyzed three times per quarter. All research is maintained in a shared database. We believe that rotating coverage and sharing all research across analysts leads to more transparency and better analysis. 12. How do you manage risks in the portfolio? We manage our risks and simultaneously maximize our long term returns by requiring substantial portfolio diversification and liquidity, setting maximum limits for sector concentration and maintaining overall gross and net exposures within carefully defined ranges. 13. What are the maximum position sizes on the long and short side? The size of the largest positions on each side can vary over time, as they are not directly targeted. However, all four of the Funds are highly diversified and do not have a significant allocation to any one stock position. 14. Does Gotham take tax considerations into account in managing the Gotham Funds? Yes. We hope to achieve long term treatment for the vast majority of realized gains and to have a large portion of portfolio gains remain unrealized. Our portfolios are broadly diversified providing us with flexibility to make intelligent tax decisions without materially affecting returns. 8

IV. Fund Expenses and Terms 1. What are the fees and expenses for the Gotham Funds? The management fee, which is paid to the investment manager, is 2.00%. Operating expenses are capped at 0.25%, which means that fees and operating expenses are capped at 2.25%. Fees and operating expenses for the Gotham Absolute Return Fund are currently 2.20%. Please note that the expenses above are exclusive of expenses related to dividend and interest expense on securities sold short, interest, extraordinary items, acquired fund fees and expenses and brokerage commissions. These also do not reflect dividend income earned on long positions. For additional information, please see the Funds' prospectus and fact sheets which can be found on our website. The Funds do not have any distribution (12b-1) fees, front-end sales loads or deferred sales loads. All fees are accrued daily and reflected in the Net Asset Value (NAV). 2. What happens when the expense cap ends? The expense cap is currently in place until August 31, 2017 and will be reassessed at least two years before expiration. 3. Why is your minimum $250,000? Is there a way I can invest in the Gotham Funds below the minimum? Successful long/short investing entails a long time horizon and an understanding of underlying risks and rewards. Institutions and other investors with over $250,000 in investable capital are appropriate investors for the Funds. However, investors who use advisors may access the Funds below our investment minimum under many circumstances (please refer to our website for a list of approved advisory firms). In addition, sophisticated individual investors may contact us directly to see if they qualify for a lower minimum. 4. Why is there a redemption fee? The Funds charge an early redemption fee to protect shareholders from investors that do not utilize a long term investing horizon. A redemption fee of 1.00% is charged on shares sold within 90 days of the date of purchase. The redemption fee is retained by the Fund, not the investment manager. 5. Can I transfer between the Gotham Funds? Yes. However, the 1.00% redemption fee will still be applied if the assets are transferred within 90 days of an investor s initial subscription into any of the Funds. 6. What type of tax reporting will I get when investing in the mutual funds? Investors in the Gotham Funds will receive a Form 1099 from their broker on an annual basis. 9

7. How often do the funds pay a dividend and when is it paid? The Funds pay dividends annually in December. The Fund publishes estimated dividend distributions in October; the final dividend amounts are published as soon as they are available. 8. Do you have a set capacity for your strategies? The Co-CIOs are highly aware of Firm capacity and portfolio overlap. Their focus remains on maximizing returns relative to the risks taken and they will continue to monitor the size of the Firm s strategies and cap them when warranted. 10

V. Fund Objectives and Portfolio Positioning 1. What is the investment objective for each of the Gotham Funds? Each Fund has a specific objective, which we have outlined below: Fund Gotham Absolute Return Fund (GARIX) Gotham Absolute 500 Fund (GFIVX)* Gotham Enhanced Return Fund (GENIX) Targeted Exposure in Most Market Environments 50% 60% net long (e.g., 120% long 60% short = 60% long) 40% 70% net long (e.g., 142.5% long 82.5% short = 60% long) 100% net long (e.g., 170% long 70% short = 100% long) Investment Objective Seeks long-term capital appreciation and to achieve positive returns during most annual periods in an efficient, risk-adjusted manner Seeks long-term capital appreciation and to achieve positive returns during most annual periods in an efficient, risk-adjusted manner Seeks long-term capital appreciation greater than that of the S&P 500 Index over a full market cycle Gotham Neutral Fund Market Neutral (GONIX) * *Invests primarily in stocks from the S&P 500. Seeks long-term capital appreciation with minimal correlation to the general stock market 2. Where do the four Gotham Funds fit into my portfolio? Our four portfolios offer different market exposures and leverage profiles for varying investor needs. We believe that GENIX (170% long 70% short) is a better way to be 100% long. We believe GARIX (120% long 60% short) and GFIVX (142.5 long 82.5% short) can provide a source of absolute return to investors. GONIX (Market Neutral) seeks to offer capital appreciation with minimal correlation to the general stock market. Our goal is to educate our investors so that they can choose the offering or offerings that best suit their investment objectives. 3. How should I think about periods of relative underperformance for the Gotham Funds? If there were an investment strategy that worked every day, every month and every year, eventually everyone would follow it and it would stop working. Fortunately, our strategy does not always work. Understandably, there are some who do not consider this fortunate. Nevertheless, we are dedicated to a process in which we buy companies that generate large amounts of cash, achieve high returns on capital and that sell at a discount to our assessment of value. We short companies that are often eating through cash, investing capital poorly and selling at high valuations relative to our assessment of value. Though for months, quarters and even longer this strategy may underperform one benchmark or another, this is the only way we know how to invest. In fact, we strongly believe that short periods of underperformance are a major reason why more people do not adopt our logical, disciplined approach. To us, stocks are not merely pieces of paper whose prices bounce around. A share of stock represents an ownership share of a business that we value and try to buy at a discount (or sell at a premium). We believe that although stock prices often react to emotion over the short term, they generally trade toward fair value over the long term. Therefore, if we are good at identifying mispriced businesses, the market will agree with us eventually. 11

For an individual stock selection, we believe the waiting period for the market to get it right is no more than 2 or 3 years in the vast majority of cases. For a portfolio of stocks, we believe the average waiting period can often be much shorter. In other words, for us, there is a true north when it comes to the stock market. If we continue to do a good job of analyzing and valuing companies, we believe our effort will be rewarded even it if takes some time. In the meantime, we actively manage our portfolio risks by maintaining significant diversification, not too much concentration in individual sectors, managing our long/short beta exposures and by benefiting in many cases from a negative correlation of our long/short spreads versus our net long exposure (i.e. our long/short spreads are often better in down markets giving us extra cushion just when we may need it most). Our strategy remains consistent even when it is not working over shorter time periods. Research into the characteristics of returns for top performing managers is compelling. Investors need to be patient to take advantage of higher long term returns. Over a recent decade*, looking at just the top quartile (best-performing 25 percent) of investment managers, almost all of these topperforming managers (96 percent) spent at least one three-year period during that decade in the bottom half of the performance rankings. Fully 79 percent of those who ended up with the best 10-year record spent at least three of those years in the bottom quartile of performance and a staggering 47 percent, about half, spent at least three of the ten years in the bottom decile of performance (it s unlikely that many of the original investors in this last group stuck around to achieve those great ten year returns!) Yet all of these managers ended up with top ranked 10 year performance. In other words, to beat the market, managers must do something different than the market. In the vast majority of cases, the returns for long term top performing managers zig and zag quite differently from market benchmarks. On the other hand, many investors act as if this is not so. According to Morningstar**, the top performing mutual fund for the decade 2000-2009 earned more than 18 percent annually while the market was down close to 1 percent per year over that same 10 year period. Yet the average investor in this top performing fund managed to lose 11 percent per year over those ten years (on a dollar-weighted basis). How? Pretty much after every period in which the fund did well, investors piled in. After every period in which the fund did poorly, investors ran for the exits. So the average investor managed to lose money in the best-performing fund purely by buying and selling the fund at just the wrong times! Most professional allocators follow the same pattern as individuals. They pull money out after the market or a manager does poorly. They put money in only after the market is already up or a manager has outperformed. The message is clear. Invest in a strategy and a process that makes sense and stick with it. Unfortunately, for most investors, this is easier said than done. Yet, this is the simple secret to long term investment success. *Source: Davis Advisors (1/1/00 12/31/09). **Source: Morningstar, Inc. study quoted in the Wall Street Journal, December 31, 2009, "Best Stock Fund of the Decade." 12

IMPORTANT INFORMATION Mutual fund investing involves risks, including possible loss of principal. Short sales by a fund theoretically involve unlimited loss potential since the market price of securities sold short may continuously increase. It is anticipated the funds will frequently adjust the size of their long and short positions and thus may experience high portfolio turnover which tends to increase brokerage costs. The funds will use leverage to make additional investments which could result in greater losses than if the funds were not leveraged. In addition, the Gotham Absolute Return Fund, the Gotham Enhanced Return Fund and the Gotham Neutral Fund may invest in large, mid and small cap companies. Small and mid cap equity securities may be more volatile and less liquid than the securities of larger companies. Past performance does not guarantee future results. An investor should consider the investment objectives, risks, charges and expenses of the funds carefully before investing. The prospectus contains this and other information about the funds. A copy of the prospectus is available in PDF format by clicking here or by calling 877-974-6852. The prospectus should be read carefully before investing. Gotham Funds, which are registered with the United States Securities and Exchange Commission pursuant to the Investment Company Act of 1940, are distributed by Foreside Funds Distributors LLC ( Foreside ). Gotham Asset Management, LLC is the investment adviser to the Gotham Funds and is not affiliated with Foreside. This document is not intended as an offer of Gotham's hedge funds, which are offered only through a confidential private placement memorandum. T383.1503 13