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GOTHAM ASSET MANAGEMENT, LLC 535 Madison Avenue, 30th Floor

New York, NY 10022 (212) 319-4100

www.gothamassetmanagement.com

July 27, 2011

This Brochure provides information about the qualifications and business practices of Gotham Asset Management, LLC (“Gotham”). If you have any questions about the contents of this Brochure, please contact us at rcollins@gothamassetmanagement,com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority.

Gotham is a registered investment adviser. Registration of an investment adviser does not imply any level of skill or training. Additional information about Gotham is also available on the SEC’s website at www.adviserinfo.sec.gov.

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Item 2 – Material Changes

This Brochure, dated July 27, 2011, replaces the March 31, 2011 version, which was the

annual amendment to the Form ADV Part 2. The following updates were made:

The addition of Gotham Institutional Select U.S. Strategy prompted updates to:

Item 5: Fee schedule; Item 7: Types of Clients; and Item 8: Strategy descriptions. Also in

Item 8, the strategy descriptions for the Formula Investing U.S. Value 1000 Fund A – FVVAX –

No-Load, the Formula Investing International Value Select Fund A - FNAAX - No-Load, and

the Formula Investing U.S. Value Select Fund A – FNSAX – No-Load mutual funds were

updated. A strategy description for Formula Investing International Value Select Fund I -

FNAIX - No-Load was added.

This Brochure also includes the addition of the firm’s Brochure Supplement.

Our Brochure, which is available free of charge, may be requested by contacting

Rory Collins at (646)432-3736 or rcollins@gothamassetmanagement.com. Our Brochure is

also available on our web site www.gothamassetmanagement.com, at no charge. We may

provide other ongoing disclosure information about material changes, as necessary.

We will further provide you with a new Brochure, as needed, based on changes or new

information, at any time, without charge.

Additional information about Gotham is also available via the SEC’s web site

www.adviserinfo.sec.gov. The SEC’s web site also provides information about any persons

affiliated with Gotham who are registered, or are required to be registered, as investment

adviser representatives of Gotham.

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Item 3 - Table of Contents

Item 2 – Material Changes ................................................................................................................................. ii

Item 3 - Table of Contents ................................................................................................................................. iii

Item 4 – Advisory Business ............................................................................................................................... 4

Item 5 – Fees and Compensation .................................................................................................................... 6

Item 6 – Performance-Based Fees and Side-By-Side Management ................................................ 12

Item 7 – Types of Clients ................................................................................................................................. 12

Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ........................................ 16

Item 9 – Disciplinary Information ............................................................................................................... 27

Item 10 – Other Financial Industry Activities and Affiliations ......................................................... 28

Item 11 – Code of Ethics .................................................................................................................................. 29

Item 12 – Brokerage Practices ...................................................................................................................... 31

Item 13 – Review of Accounts ....................................................................................................................... 36

Item 14 – Client Referrals and Other Compensation ........................................................................... 37

Item 15 – Custody .............................................................................................................................................. 37

Item 16 – Investment Discretion ................................................................................................................. 37

Item 17 – Voting Client Securities ............................................................................................................... 38

Item 18 – Financial Information ................................................................................................................... 40

Appendix 1 Wrap Brochure

Brochure Supplement

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Item 4 – Advisory Business

4. A. Advisory Firm Description

Gotham Asset Management, LLC (“Gotham”), a registered investment adviser, was originally formed in 2008 under the name Formula Investing, LLC (“Formula Investing”) and its investment adviser registration with the SEC was effective in February 2009 with the first accounts being opened and invested in April 2009. In September 2010 as part of a reorganization of the investment advisory businesses conducted by the principals of Gotham, the Formula Investing entity name was changed to Gotham Asset Management, LLC and Gotham Capital Management, LLC became a wholly owned subsidiary of Gotham.

Gotham is an equity management firm that offers a suite of domestic, global and international value investing strategies, with a focus on the institutional segment of the market. Gotham offers several investment strategies focused on U.S. and international markets. In the U.S., we offer both long-only and long/short strategies. Gotham is owned by Gotham Asset Management Holdings, L.P. That entity is controlled by Joel Greenblatt, Managing Principal and co-CIO, and Robert Goldstein, Managing Principal and co-CIO. K. Blake Darcy serves as the CEO of Gotham.

4.B. Types of Advisory Services

Gotham provides investment management services on a discretionary basis to private funds (”private funds”) and registered investment companies (“mutual funds”). Gotham also provides investment advisory services on both a discretionary and non-discretionary basis to individuals, corporations, trusts and charitable foundations and endowments through separately managed accounts. Our portfolio strategies may include investments in common stocks, preferred stocks, foreign securities, options contracts on securities, mutual funds and private placements. Gotham’s investment advice is limited to these types of investments.

Gotham also provides sub-advisory or dual contract services to certain investment advisers. Clients using such services generally must complete account documentation with both Gotham and the investment adviser intermediary. The terms and conditions of these arrangements vary and contact between Gotham and such clients will typically take place through the relevant intermediary. Clients who obtain Gotham’s services on a sub-advisory or dual contract basis retain individual ownership of the funds and securities held in their accounts as well as the right to impose reasonable restrictions upon Gotham’s management

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of the account. Gotham’s dual contract and sub-advisory relationships are typically terminable upon written notice to Gotham.

Gotham may provide non-discretionary investment advisory services to certain third parties such as investment advisers, broker-dealers, account managers and fiduciaries, in the form of “model portfolios.” A “model portfolio” represents Gotham’s recommendations as to the composition of a portfolio of securities. Gotham only provides the recommendations to these other entities listed above and does not manage the portfolios directly. Gotham does not have contacts with any clients of the third party investment advisers, broker-dealers, account managers or fiduciaries.

Clients may also choose to open a self-managed account, in which case Gotham provides investment recommendations to the client, on a non-discretionary basis, using parameters identified by the client’s and Gotham’s Formula Investing stock selection criteria. The client is responsible for determining whether to implement any of Gotham’s recommendations, and Gotham has no responsibility for implementing investments in self-managed accounts.

4.C. Client Investment Objectives/Restrictions

Investments for separately managed client accounts (including wrap fee, dual contract and sub-advisory accounts) are managed in accordance with each client’s stated investment objectives, strategies restrictions and guidelines. Investments for mutual funds are managed in accordance with each fund’s investment objective, strategies and restrictions and are not tailored to the individualized needs of any particular investor in the fund. Investments for the private funds are managed in accordance with the investment objectives set forth in the confidential offering memorandum for each private fund. Investments for separately managed client accounts are managed in accordance with each client’s stated securities restrictions.

4.D. Wrap-Fee Program

Gotham sponsors a wrap fee program, the Formula Investing Investment Management Program. Please see Appendix 1 for further details about this wrap fee program. Wrap fee clients should consider that, depending on the rate of the wrap fee charged, the amount of account activity, the value of custodial and other services provided and other factors, the wrap fee may exceed the aggregate costs of the services provided if they were to be obtained separately and, with respect to brokerage, transaction-based commissions. Gotham may accept or reject a wrap fee client for any reason, including, but not limited to, the wrap fee client’s investment goals and restrictions. Gotham receives a portion of the wrap fee as the sponsor and investment advisor to this program. We attempt to manage

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these accounts in the same manner as our non-wrap accounts who may invest in a strategy similar to that of the wrap program strategy.

4.E Assets Under Management as of 02/28/2011: $538,742,095; 1,984 Accounts

Discretionary basis: $535,628,472; 1,895 accounts

Non-Discretionary basis: $3,113,623; 89 accounts

Item 5 – Fees and Compensation Advisory Contracts and Fees 5.A. Adviser Compensation Gotham’s fees are described generally below and detailed in each client’s advisory agreement or applicable account documents as well as, with respect to mutual funds, in the fund’s Registration Statement. Fees are normally based on the level of total assets under management, including cash and securities, as of the first business day of the calendar quarter. Fees for services may be negotiated with each client on an individual basis or with intermediaries, with respect to clients who obtain Gotham’s services through the intermediary, on a group basis. Gotham reserves the right to waive or reduce the fees charged to a particular client. Specifically, fees may be waived or reduced for accounts held by, or on behalf of, Gotham and its employees, principals, shareholders or affiliates. Some clients may pay fees in arrears while others pay in advance on a quarterly basis. Some clients may pay more or less than others for the same or similar services depending, for example, on account inception dates, number or value of related accounts, total assets under management by Gotham, fee negotiation, fee waiver or the manner in which Gotham’s services are obtained (i.e., directly or through a sub-advisory or dual contract arrangement).

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Fee Schedules

Separately Managed Accounts

The following table describes the fees charged by strategy per annum, payable in quarterly installments at the beginning of each calendar quarter, based on a percentage of assets under management. Clients will also be subject to third party commission charges and additional fees and expenses related to portfolio transactions.

Strategy Annual Fee

Gotham U.S. Value 0.75%

Gotham Institutional U.S. Value 0.85%

Gotham Institutional Select U.S. 0.85%

Gotham Tax-Managed International Value 1.25%

Gotham Tax-Managed Global Value 1.25%

Gotham Institutional International Value 1.00%

Gotham Institutional Global Value 1.00%

Gotham Tax-Managed U.S. Value 1.00%

Gotham 1000 U.S. Value 0.75%

Gotham 2000 U.S. Value 1.00%

Gotham 400 International Value 1.00%

Gotham 115/65 Long/Short* 2.00% OR 1.00% plus additional Incentive performance allocation Fee equal to 10% of the net capital appreciation in the client account in excess of management fees charged during the calendar year

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Strategy Annual Fee

Gotham 140/40 Long/Short* 2.00% OR 1.00% plus additional Incentive performance allocation Fee equal to 10% of the net capital appreciation in the client account in excess of management fees charged during the calendar year

Gotham Diversified Hedge* 2.00% OR 1.00% plus additional incentive allocation equal to 10% of the net capital appreciation in the client account in excess of management fees charged during the calendar year

Gotham Short Strategies* 1.00% plus 25% of the amount, if any, by which a client’s account (after deduction of management fee and other expenses) exceeds the amount such client’s account would have been, on a hypothetical basis, had returns equaled the total return of the S&P 500 Total Return Index (i.e., dividends reinvested), adjusted to reflect the targeted net short exposure of 50%.

*Clients must meet qualified purchaser definition in order to select the performance fee option.

Sub-Advisory and Dual Contract Accounts

Fee schedules for clients participating in sub-advisory or dual contract programs may be separately negotiated with the relevant client or intermediary. Such fee schedules are often, but not necessarily, based on the basic annual fee schedule for separate account clients, detailed above. For instance, the basic (initial) rate may be lower than that applied to separate account client accounts and one or more breakpoints may not apply.

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Private Funds

Fees paid by private funds are described to investors, in detail, in the private fund’s confidential offering memorandum. Private fund fees vary depending on the nature of the services provided and the investment strategy utilized but generally include management fees based on a percentage of assets under management and may include a performance allocation arrangement or performance fee. Management fees with respect to the private funds generally will be payable quarterly in advance to Gotham.

Mutual Funds

The mutual funds pay Gotham advisory fees monthly at an annual rate of up to 0.95% of the mutual fund’s net assets, computed and accrued daily. As discussed further in Item 8.C, below, Gotham clients that invest in the mutual funds bear their proportionate shares of each mutual fund’s fees and expenses, including their pro rata share of Gotham’s advisory fees.

Wrap Fee Program Accounts Gotham currently serves as a portfolio manager to wrap fee programs and is compensated from the total program (i.e., “wrap”) fee paid by program clients, in accordance with the agreement with the wrap sponsor.

Formula Investing Investment Management Program. Gotham sponsors a wrap fee program whereby a Formula Investing client pays a single fee that covers investment advisory services and brokerage expenses for trades. The following fee schedule applies to both discretionary and non-discretionary self-managed and professionally managed accounts:

• 1% annually on the first $1 million under management per annum, payable in quarterly installments at the beginning of each calendar quarter. Accounts opened between quarterly bill cycles will be billed a prorated quarterly fee upfront.

• 0.80% annually on all assets in excess of $1 million under management per annum, payable in quarterly installments at the beginning of each calendar quarter. Accounts opened between quarterly bill cycles will be billed a prorated quarterly fee upfront.

If the calculated quarterly fees fall below $50, Gotham will impose a $50 minimum quarterly account fee.

Wrap fee clients should be aware that, as discussed above, their total fees and expenses may exceed those which may be available if the services were acquired separately. Gotham

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charges clients quarterly in advance a form of comprehensive fee based upon a percentage of the value of the client’s assets under management in the program. This comprehensive fee may include execution, consulting, custodial and other services performed or arranged by the program sponsor and an amount sufficient to cover the investment advisory services of discretionary managers (such as Gotham).

Other Advisory Fee Arrangements Gotham’s fees for non-discretionary management services are negotiable, and Gotham does not maintain any standard fee schedule with respect to such services. The fee schedules are generally less than our standard fee schedule for separately managed accounts.

5.B. Direct Billing of Advisory Fees Clients may request that fees owed to Gotham be deducted directly from the client’s custodial account. In instances where a client has authorized direct billing, Gotham takes steps to assure itself that the client’s qualified custodian sends periodic account statements, no less frequently than quarterly, showing all transactions in the account, including fees paid to Gotham, directly to such clients. Gotham will also allow clients to pay management fees directly. In this arrangement, Gotham sends an invoice to the client and the client sends payment directly to Gotham.

5.C. Other Non-Advisory Fees Uninvested cash balances (including those of the mutual funds) are sometimes swept into money market funds or open-ended exchange trade funds which may be sponsored by the client’s custodian or broker-dealer. When these types of funds are used for cash management purposes, the client, in effect, pays two advisory fees with respect to the amount of assets so invested (i.e., the money market fund’s fees and expenses and that portion of the Gotham management fee attributable to such assets).

Gotham’s advisory fees for client accounts (except wrap program accounts) do not cover brokerage commissions, transaction fees, and other related costs and expenses, which are charged separately. Clients may incur certain charges imposed by custodians, brokers, third party investment and other third parties such as fees charged by managers, custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions.

Item 12 further describes the factors that Gotham considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions).

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Mutual funds and exchange traded funds also charge internal management fees, which are disclosed in a fund’s prospectus and/or financial filings. Such charges, fees and commissions are exclusive of and in addition to Gotham’s fee with regard to the mutual funds not managed by Gotham. Fees for client assets invested in mutual funds or the private funds are charged by the respective fund and reflected in the value of a client’s investment.

5.D. Advance Payment of Fees As a general matter, advisory fees for clients are billed quarterly in advance and are payable commencing upon opening the account. Clients such as the mutual funds and sub-advisory clients are billed quarterly in arrears according the respective advisory agreements.

In the event any additional assets are placed under management during a calendar quarter, Gotham's compensation will be calculated and payable on a pro rata basis. Gotham may group multiple accounts of a client (or group of related clients) together for fee billing purposes. In the event that an account is terminated prior to the conclusion of a billing period, Gotham will refund a pro rata portion of any pre-paid fees, or bill pro-rata, based on date of termination. In the event any additional assets are placed under management during a calendar quarter, Gotham’s compensation will be calculated and payable on a pro-rated basis.

Fees may change over time on thirty (30) days’ prior written notice to the client, or agreement with the client, and fees may be negotiated on a basis different from Gotham’s stated fee schedules as determined by Gotham and the client, or, in special circumstances (e.g., accounts held by, or on behalf of, Gotham and its employees, principals, shareholders or affiliates). There may also be differences in fees paid by certain clients based on account inception dates or amount of client assets under management. Some clients may pay more or less than others for the same or similar services depending, for example, on account inception dates, number or value of related accounts, total assets under management by Gotham, fee negotiation, fee waiver or the manner in which Gotham’s services are obtained.

5.E. No Compensation for Sale of Securities or Other Investment Products Gotham’s supervised persons do not accept compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds.

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Item 6 – Performance-Based Fees and Side-By-Side Management In some cases, Gotham may enter into performance fee or allocation arrangements with qualified clients and private funds. Gotham will structure any performance fee or allocation arrangement subject to federal rules and in accordance with the available exemptions granted under those rules. In measuring clients' assets for the calculation of performance-based fees, Gotham includes realized and unrealized capital gains and losses.

Gotham manages accounts that are charged a performance fee or allocation along with accounts that are charged asset-based fees only. Performance-based fee or allocation arrangements may create an incentive for Gotham to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement. Such fee or allocation arrangements also create an incentive to favor higher fee paying accounts over other accounts in the allocation of investment opportunities. Gotham has procedures such as trade rotation and account review which are designed to ensure that all clients are treated fairly and equally, and to prevent conflicts from influencing the allocation of investment opportunities among clients.

Item 7 – Types of Clients Gotham provides portfolio management services to individuals, high net worth individuals, corporate pension and profit-sharing plans, charitable institutions, foundations, endowments, investment companies, and other pooled investment vehicles.

Separately Managed Accounts

Clients may choose to open a separately managed account in which case Gotham will, in its sole and full discretion, supervise and direct the investment and reinvestment of the assets in the separately managed account in any securities, assets and other investments in a manner that is consistent with the investment restrictions for the separately managed account.

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The minimum amount required to establish and maintain an account in the various separately managed account strategies is described below:

Gotham reserves the right, in its sole discretion, to reduce the minimum requirement for certain accounts under certain circumstances Sub-Advisory and Dual Contract Clients Clients who obtain Gotham’s services on a sub-advisory or dual contract basis, through an intermediary, generally must complete account documentation with both Gotham and the intermediary. The terms and conditions of these arrangements vary and contact between Gotham and such clients will typically take place through the relevant intermediary. (By

Strategy Account Minimum

Gotham U.S. Value (Available through dual contract or sub-advisory relationships only)

$100,000

Gotham Tax-Managed International Value $500,000

Gotham Tax-Managed Global Value $500,000

Gotham Tax-Managed U.S. Value $1,000,000

Gotham 1000 U.S. Value $5,000,000

Gotham 2000 U.S. Value $5,000,000

Gotham 400 International Value $5,000,000

Gotham Institutional U.S. Value $5,000,000

Gotham Institutional Select U.S. $5,000,000

Gotham Institutional International Value $5,000,000

Gotham Institutional Global Value $5,000,000

Gotham 115/65 Long/Short $25,000,000

Gotham 140/40 Long/Short $25,000,000

Gotham Diversified Hedge $25,000,000

Gotham Short Strategies $25,000,000

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contrast, and as discussed below, clients who obtain Gotham’s services through a wrap fee program, generally contract only with the program sponsor who, in turn, enters into an agreement with Gotham to obtain the relevant advisory services.) Clients who obtain Gotham’s services on a sub-advisory or dual contract basis will retain individual ownership of the funds and securities held in their accounts as well as the right to impose reasonable restrictions upon Gotham’s management of the account. Gotham’s dual contract and sub-advisory relationships are also typically terminable upon written notice to Gotham.

Wrap Program Clients The Formula Investing Investment Management Program offers self managed and professionally managed accounts. In self managed accounts, Gotham provides investment recommendations to the client, on a non-discretionary basis, using parameters identified by the client’s and Gotham’s Formula Investing stock selection criteria. The client is responsible for determining whether to implement any of Gotham’s recommendations, and Gotham has no responsibility for implementing investments in self managed accounts. Professionally managed (Formula Investing U.S. Value-Direct) accounts are actively managed, long-only U.S. equity portfolios generally comprised of 24 positions.

Formula Investing Investment Management Program Minimum Amount

Professionally Managed $100,000

Self Managed $25,000

Subsequent investments must be at least $25,000 for professionally managed accounts and $5,000 for self managed accounts

Mutual Funds

In advising the mutual funds, Gotham is subject to the supervision and direction of the fund’s Board of Trustees. The advisory contracts between Gotham and the mutual funds may be terminated with respect to the mutual funds by the fund at any time, without the payment of any penalty, by the Board of Trustees of the fund or by vote of a majority of the outstanding voting securities of a fund, on 60 days’ prior written notice to Gotham, or by the Gotham at any time, without payment of any penalty, on 90 days’ prior written notice to the fund. The advisory contract terminates automatically upon “assignment” as that term is defined in the Investment Company Act of 1940. The minimum investment in the mutual funds ranges from $10,000 to $1,000,000 depending the client’s account type and

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share class in which the client invests. More detail on account these minimums can be found in the mutual funds’ prospectuses, which are publicly available.

Private Funds

Gotham provides investment management services on a discretionary basis to several private funds. Investments for the funds are managed in accordance with each fund’s investment objectives. Specific procedures and restrictions apply to withdrawals from, and terminations of, an investor’s position in a private fund, as described in each private fund’s confidential private placement memorandum. Minimum redemption amounts and minimum capital account size may apply in the event of a partial withdrawal. An investor also may be required to redeem all or part of its interest in a private fund upon provision of reasonable notice, or without such notice if necessary to ensure that the private fund remains in compliance with applicable law. The minimum investments in the private funds range from $1,000,000 to $10,000,000, subject to waiver by Gotham. More detail is available in each private fund’s confidential private placement memorandum. This Brochure is designed solely to provide information about Gotham and should not be considered to be an offer of interests in any private fund.

Private fund Investors are expected to include high net worth individuals and institutional investors (meeting the qualifications of those exceptions and exemptions under which the private fund operates) or non-U.S. Persons within the meaning of Regulation S, wishing to invest in accordance with the private fund’s investment objective. Investors are required to meet the requirements for “qualified purchasers” under the Investment Company Act of 1940 and/or “qualified eligible persons” under regulations of the Commodity Futures Trading Commission. Specific procedures and restrictions apply to withdrawals from, and terminations of, an investor’s position in a private fund, as described in each private fund’s private placement memorandum. Minimum redemption amounts and minimum capital account size may apply in the event of a partial withdrawal. An investor also may be required to redeem all or part of its interest in a private fund upon provision of reasonable notice, or without such notice if necessary to ensure that the private fund remains in compliance with applicable law. Private funds may impose additional eligibility restrictions on potential investors. This Brochure is designed solely to provide information about Gotham and should not be considered to be an offer of interests in any private fund.

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Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss

8.A. Methods of Analysis and Investment Strategies

Gotham’s strategies primarily use a proprietary financial database and unique value oriented methodologies for stock selection which combine value discipline with a quantitative framework.

Separately Managed Account Strategies

Gotham U.S. Value Strategy. An actively managed, long-only U.S. equity portfolio generally comprised of 40-50 positions chosen from a universe of stocks with market capitalizations of at least $1 billion. The portfolio strategy employs our proprietary fundamental value discipline for ranking, selecting and weighting companies systematically. The portfolio is continually rebalanced to weight toward the cheapest stocks in our coverage universe. Our research analysts systematically assess fundamental value across our coverage universe of stocks using proprietary measures of value which include earnings, cash flow, capital efficiency and relative valuation. By incorporating portfolio and risk constraints, we construct the optimal portfolio based on our strategy objectives.

Gotham Institutional U.S. Value Strategy. An actively managed, long-only U.S. equity portfolio generally comprised of 40-50 positions chosen from a universe of stocks with market capitalizations of at least $1 billion. The portfolio strategy employs our proprietary fundamental value discipline for ranking, selecting and weighting companies systematically. The portfolio is continually rebalanced to weight toward the cheapest stocks in our coverage universe. Our research analysts systematically assess fundamental value across our coverage universe of stocks using proprietary measures of value which include earnings, cash flow, capital efficiency and relative valuation. By incorporating portfolio and risk constraints, we construct the optimal portfolio based on our strategy objectives.

Gotham Institutional Select U.S. Strategy. An actively managed, long-only U.S. equity portfolio generally comprised of 100-150 positions chosen from a universe of stocks with market capitalizations of at least $1 billion. The portfolio strategy employs our proprietary fundamental value discipline for ranking, selecting and weighting companies systematically. The portfolio is continually rebalanced to weight toward the cheapest stocks in our coverage universe. Our research analysts systematically assess fundamental value across our coverage universe of stocks using proprietary measures of value which include earnings, cash flow, capital efficiency and relative valuation. By incorporating portfolio and risk constraints, we construct the optimal portfolio based on our strategy objectives.

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Gotham Tax-Managed International Value Strategy. An actively managed, long-only non-U.S. equity portfolio generally comprised of 35-45 positions chosen from a universe of non-U.S. stocks with market capitalizations of at least $1 billion. The universe of stocks represented spans over 25 countries in Europe, Asia, and the Americas (ex U.S.). The portfolio strategy employs our proprietary fundamental value discipline for ranking, selecting and weighting companies systematically. Our research analysts systematically assess fundamental value across our coverage universe of stocks using proprietary measures of value which include earnings, cash flow, capital efficiency and relative valuation. By incorporating portfolio and risk constraints, including regional/country concentration guidelines, we construct the optimal portfolio based on our strategy objectives. At inception, the account is fully invested in approximately 35-45 of our top ranked international stocks. Each portfolio is rebalanced approximately every quarter. For the first 11 months after investment, it is expected that there may be short term tax inefficiencies as the portfolio is rebalanced during the course of the period using a re-ranking methodology of eliminating the lowest ranked stocks from the original portfolio. Starting with the 12th month after investment, the portfolio is rebalanced with a goal of achieving long term tax efficiency. Stocks approaching their one year tax holding period with losses are generally sold just prior to the one year holding period and stocks with gains are typically sold just after the one year holding period. Gotham Institutional International Value Strategy. An actively managed, long-only non-U.S. equity portfolio generally comprised of 35-45 positions chosen from a universe of non-U.S. stocks with market capitalizations of at least $1 billion. The universe of stocks represented spans over 25 countries in Europe, Asia, and the Americas (ex U.S.). The portfolio strategy employs our proprietary fundamental value discipline for ranking, selecting and weighting companies systematically. The portfolio is continually rebalanced to weight toward the cheapest stocks in our coverage universe. Our research analysts systematically assess fundamental value across our coverage universe of stocks using proprietary measures of value which include earnings, cash flow, capital efficiency and relative valuation. By incorporating portfolio and risk constraints, including regional/country concentration guidelines, we construct the optimal portfolio based on our strategy objectives.

Gotham Tax-Managed Global Value Strategy. An actively managed, long-only global equity portfolio generally comprised of 35-45 positions chosen from a universe of non-U.S. stocks with market capitalizations of at least $1 billion. The portfolio strategy employs our proprietary fundamental value discipline for ranking, selecting and weighting companies systematically. Our research analysts systematically assess fundamental value across our

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coverage universe of stocks using proprietary measures of value which include earnings, cash flow, capital efficiency and relative valuation. By incorporating portfolio and risk constraints, including regional/country concentration guidelines, we construct the optimal portfolio based on our strategy objectives. At inception, the account is fully invested in approximately 35-45 of our top ranked global stocks. Each portfolio is rebalanced approximately every quarter. For the first 11 months after investment, it is expected that there may be short term tax inefficiencies as the portfolio is rebalanced during the course of the period using a re-ranking methodology of eliminating the lowest ranked stocks from the original portfolio. Starting with the 12th month after investment, the portfolio is rebalanced with a goal of achieving long term tax efficiency. Stocks approaching their one year tax holding period with losses are generally sold just prior to the one year holding period and stocks with gains are typically sold just after the one year holding period.

Gotham Institutional Global Value Strategy. An actively managed, long-only non-U.S. equity portfolio generally comprised of 35-45 positions chosen from a universe of non-U.S. stocks with market capitalizations of at least $1 billion. The universe of stocks represented spans over 25 countries in Europe, Asia, and the Americas (including the U.S.). The portfolio strategy employs our proprietary fundamental value discipline for ranking, selecting and weighting companies systematically. The portfolio is continually rebalanced to weight toward the cheapest stocks in our coverage universe. Our research analysts systematically assess fundamental value across our coverage universe of stocks using proprietary measures of value which include earnings, cash flow, capital efficiency and relative valuation. By incorporating portfolio and risk constraints, including regional/country concentration guidelines, we construct the optimal portfolio based on our strategy objectives.

Gotham Tax-Managed U.S. Value Strategy. An actively managed, long-only U.S. equity portfolio generally comprised of 36 positions chosen from a universe of stocks with market capitalizations of at least $1 billion. The portfolio strategy employs our proprietary fundamental value discipline for ranking, selecting and weighting companies systematically. The portfolio is continually rebalanced to weight toward the cheapest stocks in our coverage universe. Our research analysts systematically assess fundamental value across our coverage universe of stocks using proprietary measures of value which include earnings, cash flow, capital efficiency and relative valuation. By incorporating portfolio and risk constraints, we construct the optimal portfolio based on our strategy objectives.

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At inception, the account is fully invested generally in 36 of our top ranked stocks. Each month, 3 stocks are generally sold and replaced with 3 new stocks not currently held. Each month for the first 11 months, the stocks that are sold are determined by a re-ranking methodology of eliminating the 3 lowest ranked stocks from the original 36. Starting with the 12th month, 3 stocks generally will be sold based on their holding period. The stocks with losses are sold just prior to the one year holding period and stocks with gains are sold just after the one year holding period.

Gotham 1000 U.S. Value Strategy. An actively managed, long-only U.S. equity portfolio generally comprised of 800-1,000 positions chosen from a universe of stocks that represent the largest 1,400 U.S. companies as measured by market capitalization. The portfolio strategy employs our proprietary fundamental value discipline for ranking, selecting and weighting companies systematically. The portfolio is continually rebalanced to weight toward the cheapest stocks in our coverage universe. Our research analysts systematically assess fundamental value across our coverage universe of stocks using proprietary measures of value which include earnings, cash flow, capital efficiency and relative valuation. By incorporating portfolio and risk constraints, we construct the optimal portfolio based on our strategy objectives.

Gotham 2000 U.S. Value Strategy. An actively managed, long-only U.S. equity portfolio generally comprised of 800-1,000 positions chosen from a universe of stocks within the small-capitalization spectrum comparable to those in the Russell 2000. The portfolio strategy employs our proprietary fundamental value discipline for ranking, selecting and weighting companies systematically. The portfolio is continually rebalanced to weight toward the cheapest stocks in our coverage universe. Our research analysts systematically assess fundamental value across our coverage universe of stocks using proprietary measures of value which include earnings, cash flow, capital efficiency and relative valuation. By incorporating portfolio and risk constraints, we construct the optimal portfolio based on our strategy objectives.

Gotham 400 International Value Strategy. An actively managed, long-only non-U.S. equity portfolio generally comprised of 300-500 positions chosen from a universe of non-U.S. stocks with market capitalizations of at least $1 billion. The universe of stocks represented spans over 25 countries in Europe, Asia, and the Americas (ex U.S.). The portfolio strategy employs our proprietary fundamental value discipline for ranking, selecting and weighting companies systematically. The portfolio is continually rebalanced to weight toward the cheapest stocks in our coverage universe. Our research analysts systematically assess fundamental value across our coverage universe of stocks using proprietary measures of value which include earnings, cash flow, capital efficiency and relative valuation. By

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incorporating portfolio and risk constraints, including regional/country concentration guidelines, we construct the optimal portfolio based on our strategy objectives.

Gotham 115/65 Long/Short Strategy. A long/short U.S. equity portfolio generally comprised of 300-400 long positions and 300-400 short positions chosen from a universe of stocks with market capitalizations generally of at least $1 billion. The portfolio is targeted to 180% gross exposure and a 50% net long exposure by being 115% long and 65% short, though portfolio beta remains flexible within a range. The portfolio strategy employs our proprietary fundamental value discipline for ranking, selecting and weighting companies systematically. The portfolio is continually rebalanced to weight toward the cheapest stocks in our coverage universe. Our research analysts systematically assess fundamental value across our coverage universe of stocks using proprietary measures of value which include earnings, cash flow, capital efficiency and relative valuation. By incorporating portfolio and risk constraints, we construct the optimal portfolio based on our strategy objectives.

Gotham 140/40 Long/Short Strategy. A long/short U.S. equity portfolio generally comprised of 300-400 long positions and 300-400 short positions chosen from a universe of stocks with market capitalizations generally of at least $1 billion. The portfolio is targeted to 180% gross exposure and 100% net long exposure by being 140% long and 40% short, though portfolio beta remains flexible within a range. The portfolio strategy employs our proprietary fundamental value discipline for ranking, selecting and weighting companies systematically. The portfolio is continually rebalanced to weight toward the cheapest stocks in our coverage universe. Our research analysts systematically assess fundamental value across our coverage universe of stocks using proprietary measures of value which include earnings, cash flow, capital efficiency and relative valuation. By incorporating portfolio and risk constraints, we construct the optimal portfolio based on our strategy objectives.

Gotham Diversified Hedge Strategy. A long/short U.S. equity portfolio generally comprised of 600-800 long positions and 600-800 short positions chosen from a universe of stocks within the small-mid market capitalization spectrum. The portfolio is managed with 180% gross exposure and 50% net long exposure by being 115% long and 65% short, though portfolio beta remains flexible within a range. The portfolio strategy employs our proprietary fundamental value discipline for ranking, selecting and weighting companies systematically. The portfolio is continually rebalanced to weight toward the cheapest stocks in our coverage universe. Our research analysts systematically assess fundamental value across our coverage universe of stocks using proprietary measures of value which include earnings, cash flow, capital efficiency and relative valuation. By incorporating

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portfolio and risk constraints, we construct the optimal portfolio based on our strategy objectives.

Gotham Short Strategies. An actively traded short U.S. equity portfolio generally comprised of several hundred short positions, with a targeted exposure level of 50% net short that aims to profit during periods of equity market declines, while minimizing losses during appreciating equity markets. The portfolio strategy employs our fundamental value discipline in a systematic investing approach to rank and select companies from a broad universe of stocks. Our stock selection is differentiated by the combination of our proprietary database and our well-researched, fundamental valuation model. Our database allows us to accurately and systematically assess fundamental value across the universe of stocks we have identified. Our model incorporates proprietary measures of value, which may include earnings, cash flow, capital efficiency and relative valuation. By incorporating portfolio and risk constraints, we construct the optimal portfolio based on our strategy objectives.

Wrap Program Strategy

For the Formula Investing Investment Management Program, Gotham uses a proprietary quantitative model to identify and rank stocks based on the underlying company’s earnings yield and return on capital utilizing a database of over 5,000 stocks using financial and other information provided by S&P Compustat. Because information in the database may change daily, the listing of stocks may change from day to day depending on whether or not particular stocks continue to meet the model's criteria . The portfolio strategy employs our fundamental value discipline in a systematic investing approach to rank and select companies from a universe of stocks with market capitalizations of at least $1 billion. At inception, the account is fully invested in approximately 24 of our top ranked stocks. Each quarter 6 stocks generally will be sold and then replaced with 6 new stocks not currently held. For the first 3 quarters after investment, the stocks that are sold are determined by a re-ranking methodology of eliminating 6 stocks from the original 24 (each quarter for the first 3 quarters only). Starting with the fourth quarter after investment, the 6 stocks sold generally will be determined by holding period. Every quarter, stocks approaching their one year tax holding period with losses are sold just prior to the one year holding period and stocks with gains are typically sold just after the one year holding period.

Mutual Fund Strategies

Gotham currently manages mutual funds in the U.S. Value and International Value strategies using its proprietary quantitative methodologies to rank stocks using their assessment of fundamental value, based on factors such as earnings yield and return on capital.

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U.S. Equity Funds

Formula Investing U.S. Value 1000 Fund A – FVVAX – No-Load

This fund selects 800 – 1000 stocks from the 1400 U.S. stocks with the largest market capitalizations. Stocks are selected and weighted most heavily toward those stocks that are priced at the largest discount to various measures of value. These measures may include assessments of earnings yield and return on capital as well as other value factors. The portfolio is re-balanced regularly to adjust for changes in individual stock prices and fundamental company information. The fund chooses stocks from a proprietary database researched and maintained by a team of analysts at Gotham Asset Management. Formula Investing U.S. Value Select Fund A – FNSAX – No-Load

This fund selects 75 - 125 stocks from the 1400 U.S. stocks with the largest market capitalizations. Stocks are selected and weighted most heavily toward those stocks that are priced at the largest discount to various measures of value. These measures may include assessments of earnings yield and return on capital as well as other value factors. The portfolio is re-balanced regularly to adjust for changes in individual stock prices and fundamental company information. The fund chooses stocks from a proprietary database researched and maintained by a team of analysts at Gotham Asset Management.

International Equity Funds

Formula Investing International Value 400 Fund A - FNVAX – No-Load

This fund selects 300 - 500 stocks from approximately 26 countries, excluding the U.S.. Stocks are selected and weighted most heavily toward those stocks that are priced at the largest discount to various measures of value. These measures may include assessments of earnings yield and return on capital as well as other value factors. The portfolio is re-balanced regularly to adjust for changes in individual stock prices and fundamental company information. The fund chooses stocks from a proprietary database researched and maintained by a team of analysts at Gotham Asset Management. Formula Investing International Value Select Fund A - FNAAX - No-Load

This fund selects 75 - 125 stocks from approximately 26 countries, excluding the U.S. Stocks are selected and weighted most heavily toward those stocks that are priced at the largest discount to various measures of value. These measures may include assessments of earnings yield and return on capital as well as other value factors. The portfolio is re-balanced regularly to adjust for changes in individual stock prices and fundamental company information. The fund chooses stocks from a proprietary database researched and maintained by a team of analysts at Gotham Asset Management.

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Formula Investing International Value Select Fund I - FNAIX - No-Load

This fund selects 75 - 125 stocks from approximately 26 countries, excluding the U.S. Stocks are selected and weighted most heavily toward those stocks that are priced at the largest discount to various measures of value. These measures may include assessments of earnings yield and return on capital as well as other value factors. The portfolio is re-balanced regularly to adjust for changes in individual stock prices and fundamental company information. The fund chooses stocks from a proprietary database researched and maintained by a team of analysts at Gotham Asset Management. A full description of the mutual fund strategies, including risk factors, is found in the mutual fund prospectuses.

Private Fund Strategies

The private fund strategies have an objective of achieving long-term capital appreciation by trading primarily in potentially undervalued U.S. and international equities and, to a certain extent, certificates of deposit, letters of credit, and money market instruments. And as certain opportunities arise, the private fund may also utilize a short strategy and leverage.

Gotham Hedged Value Strategies– the investment objective of the 115/65 Series Master Fund is long term capital appreciation with lower market exposure than the S&P 500 Index. The 115/65 Series Master Fund is targeted with 180% gross exposure and 50% net long exposure by being 115% long and 65% short, though portfolio beta remains flexible within a range. The investment objective of the 140/40 Series Master Fund is long term capital appreciation. The 140/40 Series Master Fund is targeted to 180% gross exposure and 100% net long exposure by being 140% long and 40% short, though portfolio beta remains flexible within a range.

Gotham Diversified Hedge - the investment objective is long term capital appreciation with lower market exposure than the S&P 500 Index. The Master Fund is targeted with 180% gross exposure and 50% net long exposure by being 115% long and 65% short, though portfolio beta remains flexible within a range.

The Gotham Hedged Value Strategies and Gotham Diversified Hedge operate as a private master feeder fund complex comprised an offshore master fund, an offshore feeder and a domestic feeder fund.

Gotham Investment Strategies – Balanced, LP the investment objective is long term capital appreciation with lower market exposure than the S&P 500 Index. The Balanced Fund is targeted with 250% gross exposure and 50% net long exposure by being 150% long and 100% short, though portfolio beta remains flexible within a range.

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Gotham Investment Strategies – Neutral, LP is positioned as a market neutral fund. Its investment objective is long term capital appreciation. The Partnership is managed with targeted gross exposure of 300% and 0% net market exposure by being 150% net long and 150% net short, though portfolio beta remains flexible within a range The Partnership aims to profit during a wide range of market environments by having a portfolio of attractively priced long positions that outperforms its portfolio of short positions.

Gotham Short Strategies, LP is defensively, or bearishly, positioned as a net short fund. Its investment objective is to earn a return in excess of what an investor could achieve by taking an equivalent short position in the S&P 500 Total Return Index, as adjusted for the Partnership’s level of exposure. The Partnership has been managed to a target exposure level of 50% net short and gross exposure of 250% by being 100% net long and 150% net short, though portfolio beta remains flexible within a range. The Partnership aims to profit during periods of equity market declines, while minimizing losses during appreciating equity markets.

Gotham Asset Management (Master), LP. Investments are selected based on fundamental analysis of companies. These investments may be identified by third-party managers, although Gotham selects the managers.

8.B. Material Risks of Investment Strategies There can be no guarantee of success of the strategies offered by Gotham. Investment portfolios may be adversely affected by general economic and market conditions such as interest rates, currency fluctuations, availability of credit, inflation rates, changes in laws, and national and international political circumstances. These factors may affect the level and volatility of security pricing and the liquidity of an investment.

Management Risk. Our judgments about the value and potential appreciation of a particular security may be incorrect and there is no guarantee that individual securities will perform as anticipated. The value of an individual security can be more volatile than the market as a whole or our intrinsic value approach may fail to produce the intended results.

Model Assumptions Could Be Inaccurate. The models that we use to select investments is based largely upon using our principals’ years of experience in individual stock selection to identify what the principals believe to be the important characteristics of valuation as well as other indentified factors. However, the assumptions underlying the models could prove to be inaccurate or may reflect historical tendencies that may not be repeated in the future. Consequently, to the

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extent the model is flawed or based on inaccurate assumptions, investments may suffer losses.

Accuracy of Public Information. Gotham selects investments, in part, on the basis of information and data filed by issuers with various government regulators or made directly available by the issuers or through sources other than the issuers. Although Gotham evaluates this information and data and ordinarily seeks independent corroboration as appropriate and reasonably available, Gotham is not in a position to confirm the completeness, genuineness or accuracy of such information and data, and in some cases, complete and accurate information is not available.

Database and Model Errors. Because the quantitative models used by Gotham in its strategies rely on complex computer formulas and third party data sources, any errors in the underlying formulas, data entry or in the third party database may result in a portfolio acquiring or selling investments based on incorrect information. Additionally, data entry made by its internal team of financial analysts may contain errors, as may the database system used to store such data. As a result, the portfolio could incur losses on such investments before the errors are identified and corrected.

Portfolio Turnover. There also could risk related to portfolio turnover. High rates of portfolio turnover could lower performance of the portfolio through increased brokerage and other transaction costs and taxes.

8.C. Material Risks of Securities Used in Investment Strategies

Risks related to Equity Investments Regardless of any one company’s particular prospects, a declining stock market may produce a decline in prices for all equity securities, which could also result in losses. Other investment strategy risk factors could include:

Non-diversified Risk. Because our portfolios may invest a greater portion of their assets in securities of a single issuer or a limited number of issuers than a portfolio with diversification limitations, they may be more susceptible to a single adverse economic or political occurrence affecting one or more of these issuers.

Sector Focus Risk. The portfolios may be more heavily invested in certain sectors, which may cause the value of the portfolio’s shares to be especially sensitive to

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factors and economic risks that specifically affect those sectors and may cause the value of the portfolio to fluctuate more widely than a comparative benchmark.

Competition. Equity securities selected by Gotham for our portfolios typically have significant market competitors and there is no guarantee that a portfolio security will perform better than its competitors and could be subject to risks competing with other companies with regard to product lines, technology advancements and/or management styles of the competing companies.

Value Investing Risk. A value-oriented investment approach is subject to the risk that a security believed to be undervalued does not appreciate in value as anticipated.

Foreign Security Risks. Securities of foreign issuers, including depository receipts, are subject to special risks associated with foreign investments not typically associated with investing in U.S. markets including:

• Currency Risk. Because the foreign securities in which a portfolio may invest generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect portfolio value, the value of dividends and interest earned and gains and losses realized on the sale of securities.

• Foreign Securities Market Risk. Securities of many non-U.S. companies may be less liquid and their prices more volatile than securities of comparable U.S. companies and therefore may involve greater risks.

• Foreign Tax Risk. Income from foreign issuers may be subject to non-U.S. withholding taxes. Portfolios also may be subject to taxes on trading profits and, on certain securities transactions, transfer or stamp duties tax.

• Information Risk. Non-U.S. companies generally are not subject to uniform accounting, auditing and financial reporting standards or to other regulatory requirements that apply to U.S. companies.

• Investment Restriction Risk. Some countries restrict foreign investment in their securities markets. These restrictions may limit or preclude investment in certain countries or may increase the cost of investing in securities of particular companies.

• Political and Economic Risks. Investing in foreign securities is subject to the risk of political, social or economic instability in the country of the issuer of a security, variation in international trade patterns, the

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possibility of the imposition of exchange controls, expropriation, confiscatory taxation, limits on movement of currency or other assets and nationalization of assets.

Risks related to our Private Funds

Private Fund strategies may involve short selling and leverage and do not employ limitations on in particular sectors, industries, countries, regions or securities. Trading in the portfolios may affect investment performance, particularly through increased brokerage and other transaction costs and taxes.

Short sales are speculative transactions and involve special risks. In order to initiate a short position, a security must be borrowed. Strategies that execute short sales may incur a loss if the price of the security sold short increases in value between the date of the short sale and the date when we purchase the security to replace the borrowed security. Losses are potentially unlimited in a short sale transaction.

Before purchasing an interest in any of the private funds managed by Gotham, investors should carefully consider various risk factors and conflicts of interest, as well as suitability requirements, restrictions on transfer and withdrawal of fund interests and various legal, tax and other considerations, all of which are discussed the private fund’s Confidential Private Placement Memorandum. An investment in the private fund involves significant risks and is suitable only for those persons who can bear the economic risk of the loss of their investment and who have limited need for liquidity in their investment. Investors in a private partnership who are subject to income tax should be aware that the investment in the partnership may create taxable income or tax liabilities in excess of cash distributions to pay such liabilities.

Investment in these types of securities involves risk and the loss of capital. These strategies may not be suitable for all investors.

Item 9 – Disciplinary Information

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of Gotham or the integrity of Gotham’s management. Gotham has no disclosure applicable to this Item.

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Item 10 – Other Financial Industry Activities and Affiliations

10.A. Registered Representatives Some of Gotham’s management persons are registered as a registered representative of a broker-dealer. Tom Gatto is registered representative and registered principal of BNY Mellon, who is also the Distributor of the mutual funds managed by Gotham. 10.B. Other Registrations Gotham’s management persons are not registered, nor do any management persons have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities.

10.C. Material Relationships or Arrangements Investment Company. Gotham is the investment adviser to the following series of the FundVantage Trust:

• Formula Investing U.S. Value 1000 Fund

• Formula Investing U.S. Value Select Fund

• Formula Investing Global Value 500 Fund*

• Formula Investing Global Value Select Fund*

• Formula Investing International Value 400 Fund

• Formula Investing International Value Select Fund

*Filed but not yet launched. Additional series may be added in the future.

The mutual funds’ fees, a portion of which are paid to Gotham, may be more or less than the separate account advisory fees otherwise applicable to the account.

Accordingly, Gotham may have a conflict of interest to the extent that it may recommend for investments or invests in one of the mutual funds (rather than in unaffiliated mutual funds or other securities) because Gotham receives investment advisory fees from the mutual funds but not from unaffiliated mutual funds or other investments. Generally, Gotham makes the mutual funds available to investors who wish to participate in Gotham’s strategies, but are not able to meet the account minimum for a separately managed account.

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Private Fund. Affiliates of Gotham serve as general partner to the private funds and Gotham serves as investment manager to the private funds. With respect to such funds, incentive compensation, if any, generally will be paid through an annual allocation of profits from each investor into the capital account of the general partner at each calendar year end.

Gotham does not receive additional advisory fees with respect to client assets that are invested in a private fund. Private fund assets are subject only to the fund fees and charges applicable to all investors in the private fund, as set forth in the fund’s Confidential Private Placement Memorandum. Gotham may have a conflict of interest related to performance fees charged to investors in the private funds. Please refer to Item 6 of this document which provides details on the conflict and how Gotham addresses the conflict. 10.D. Recommendation of Other Investment Advisers Gotham selects other investment advisers for investment recommendations in the Gotham Asset Management (Master), L.P. portfolio. Ultimately, Gotham’s portfolio managers determine which recommendations will be utilized.

Gotham and its affiliated entities have invested, and may continue to invest, in entities that serve as general partners or investment managers of various hedge funds. Gotham may also contribute “seed capital” to certain hedge funds, and clients may invest in these private funds. In some cases Gotham provides certain back office services to some of these investment advisers and the funds they manage. The relationships among Gotham, its clients and these investment advisers may create potential conflicts of interest. Gotham employs certain privacy measures and trade rotation to mitigate these conflicts.

Item 11 – Code of Ethics 11.A. Code of Ethics Document Gotham has adopted a Code of Ethics pursuant to SEC rule 204A-1. A basic tenet of Gotham’s Code of Ethics is that the interests of clients are always placed first. The Code of Ethics includes standards of business conduct requiring covered persons to comply with the federal securities laws and the fiduciary duties an investment adviser owes to its clients. You may obtain a copy of our Code of Ethics by contacting the firm’s at (646) 432-3736 or emailing rcollins@gothamassetmanagement.com.

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11.B. Recommendations of Securities and Material Financial Interests As a matter of policy, Gotham does not engage in principal transactions or agency cross transactions. Any exceptions to this policy must be approved in advance by Gotham’s Chief Compliance Officer or his or her designee.

An affiliate of Gotham serves as general partner to various private funds as noted in Item 8 above. Gotham may also have a conflict of interest related to performance fees charged to investors in the private funds. Please refer to Item 6 of this document which provides details on the conflict and how Gotham addresses the conflict. Gotham is also the investment manager for six open-ended mutual funds. Generally, Gotham makes the mutual funds available to investors who wish to participate in Gotham’s strategies, but are not able to meet the account minimum for a separately managed account.

Gotham may cause one of the mutual funds or an eligible separately managed account to purchase or sell securities from or to, as the case may be, another mutual fund or eligible separately managed account (i.e., cross-transactions). Gotham and the mutual funds have adopted procedures designed to provide that the conditions contained in Rule 17a-7 under the Investment Company Act of 1940 with respect to the mutual funds, have been complied with and eligible separately managed accounts, conditions substantially similar to those contained in Rule 17a-7 under the Investment Company Act of 1940 have been followed. In certain circumstance, cross-transactions may reduce execution related costs for participating accounts. Gotham does not receive any commission or other compensation from participating accounts. ERISA accounts may be limited in their ability to engage in cross-trades.

11.C. Personal Trading Gotham’s Code of Ethics intends, among other things, to ensure that personal investing activities by Gotham’s employees are consistent with Gotham’s fiduciary duty to its clients. Gotham recommends to clients securities that may be bought in proprietary and personal accounts. This creates a potential conflict of interest. In order to mitigate this conflict:

• All access persons are required to notify Gotham’s Chief Compliance Officer or his designee in order to pre-clear personal securities transactions in IPOs and limited offerings.

• Access persons are required to submit quarterly personal securities transactions and annual holdings reports for review by the Chief Compliance Officer, who will, in turn, reviews these reports for potential trading conflicts with client accounts. Access persons are also required to have copies of all brokerage statements sent to

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the Chief Compliance Officer, directly from the custodian(s), on at least a quarterly basis. The Chief Compliance Officer will maintain documentation of personal securities transactions, including any violations that occur and their resulting actions.

The Code also requires that all covered persons comply with ethical restraints relating to clients and their accounts, including restrictions on gifts and provisions intended to prevent violations of laws prohibiting insider trading.

11.D. Timing of Personal Trading All personal securities transactions by an access person will be conducted in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility. No access person, including any officer or employee, should take inappropriate advantage of his or her position.

In light of the quantitative nature of the vast majority of Gotham’s investment advice to its clients, Gotham has not instituted a general policy requiring pre-clearance of all trades by access persons and members of their households/families. Gotham may have securities on a Restricted Securities List, in which trading is prohibited, and has a limited pre-clearance policy involving securities issued as part of an initial public offering or securities issued as part of an offering that is exempt from registration under the Securities Act.

The Chief Compliance Officer or designee will periodically review personal securities transactions by access persons to identify any trading patterns that may raise concerns for Gotham. Material nonpublic trading information means information about proposed or pending trades that could reasonably be expected to affect the market price of a security. It is against Gotham’s policies for any access person (including their household/family members) to practice front-running or tail-gating by using information about pending client trades for personal benefit.

Item 12 – Brokerage Practices 12.A. Selection of Broker/Dealers Gotham’s objective in selecting brokers and dealers and in effecting portfolio transactions is to seek to obtain the best combination of price and execution with respect to its accounts’ portfolio transactions. The best net price, giving effect to brokerage commissions, spreads and other costs, is normally an important factor in this decision, but a number of other judgmental factors are considered as they are deemed relevant. In applying these factors, Gotham recognizes that different broker-dealers may have different execution capabilities

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with respect to different types of securities. In determining whether a particular broker-dealer is likely to provide best execution, Gotham takes into account all factors that it deems relevant to the broker-dealer’s execution capability, including, by way of illustration:

• price;

• the size of the transaction;

• the nature of the market for the security;

• the amount of the commission or size of the spread;

• the ability to fulfill the order in a timely manner;

• the broker-dealer’s clearance and settlement capabilities;

• the broker-dealer’s research capabilities or access to management;

• the broker-dealer’s trade error rate and ability or willingness to correct errors;

• the timing of the transaction, taking into account market prices and trends;

• the reputation, experience and financial stability of the broker dealer; and

• the quality of service rendered by the broker-dealer in other transactions.

Best execution is not measured solely by reference to commission rates. Paying a broker a higher commission rate than another broker is appropriate if the difference in cost is reasonably justified by the quality of the service offered. Also, for accounts over which Gotham exercises investment discretion, Gotham may cause client accounts to pay a higher commission in recognition of the value of “research services” received by Gotham from or at the expense of the broker, to the extent set forth under “Research Services” below.

The Chief Compliance Officer and trading personnel periodically review Gotham’s execution policies and assess the quality of brokerage executions.

Gotham endeavors to be aware of current charges of eligible broker-dealers and to minimize the expense incurred for effecting portfolio transactions to the extent consistent with the interests and policies of its clients. As noted above, Gotham periodically reviews the quality of executions received from eligible broker-dealers and may consider the services of other broker-dealers who may be available to execute client transactions when making evaluating Gotham’s best execution efforts. Any broker who has provided (or who is expected to provide) acceptable performance and whose financial condition and commission rates are acceptable to Gotham may be selected to execute transactions for client accounts. Gotham may maintain an “approved brokers list” consisting of such broker-dealers. However broker-dealers that are not on such a list may be used if Gotham

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believes that using that such broker-dealer may result in best execution for the particular trade.

Although Gotham generally seeks competitive commission rates, it will not necessarily pay the lowest commission or commission equivalent. Gotham believes that paying fair and reasonable commissions to broker-dealers in return for quality execution services and useful research benefits clients. Moreover, transactions that involve specialized services on the part of the broker-dealer will usually result in higher commissions or other compensation to the broker-dealer than would be the case with transactions requiring more routine services.

The reasonableness of commissions is based on the broker’s ability to provide professional services, competitive commission rates, research, and other services which will help Gotham in providing investment management services to clients. Recognizing the values of these factors, Gotham may, pay a brokerage commission in excess of what another broker, who offers no research services and minimal securities transaction assistance, might have charged for effecting the same transaction. Gotham regularly evaluates the placement of brokerage and the reasonableness of commissions paid. Gotham makes a good faith determination that the amount of commission is reasonable in relation to the value of the research and brokerage services received, viewed in terms of either the specific transaction or Gotham’s overall responsibility to its clients. However, the extent to which commission rates or net prices charged by brokers reflects the value of these services often cannot be readily determined.

Research and Other Soft Dollar Benefits Gotham does not currently trade using soft dollars. If Gotham decides to trade using soft dollars, we would do so in a manner consistent with the safe harbor provided by Section 28(e).

Brokerage for Client Referrals

Gotham does not maintain any brokerage for client referrals arrangements. Client-Directed Brokerage Transactions While Gotham generally selects broker-dealers for separately managed client accounts, Gotham will accept in limited instances direction from clients as to which broker-dealer is to be used. Additionally, sub-advisory and dual contract clients may choose to designate the relevant intermediary or another broker-dealer which may or may not be affiliated with that intermediary to execute securities transactions on behalf of their account. If the

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client directs the use of a particular broker-dealer, Gotham asks that the client also specify in writing (i) general types of securities for which a designated firm should be used and (ii) whether the designated firm should be used for all transactions, even though Gotham might be able to obtain a more favorable net price and execution from another broker-dealer in particular transactions. Clients, who, in whole or in part, direct Gotham to use a particular broker-dealer to execute transactions for their accounts should be aware that, in so doing, they may adversely affect Gotham's ability to, among other things, obtain volume discounts on bunched orders or to obtain best price and execution by, for example, executing over-the-counter stock transactions with the market makers for such securities.

Additionally, as noted above, transactions for a client that directs brokerage are generally unable to be combined or “bunched” for execution purposes with orders for the same securities for other accounts managed by Gotham. Accordingly, directed transactions may be subject to price movements, particularly in volatile markets, that may result in the client receiving a price that is less favorable than the price obtained for the bunched order. Under these circumstances, the direction by a client of a particular broker or dealer to execute transactions may result in higher commissions, greater spreads, or less favorable net prices than might be the case if Gotham could negotiate commission rates or spreads freely, or select brokers or dealers based on best execution. Consequently, best price and execution may not be achieved.

Wrap Fee Programs As noted above, Gotham sponsors a wrap fee program in which the wrap fee program requires that brokerage transactions ordinarily will be effected through its designated broker-dealer. Not all advisers require their clients to direct brokerage. Clients in the Formula Investing Investment Management Program pay a 1% advisory which includes trading commissions.

These limits on Gotham’s brokerage discretion may result in higher commissions, greater spreads, or less favorable net prices than might be the case if Gotham could negotiate commission rates or spreads freely. Moreover, the overall costs associated with obtaining these services through a wrap fee arrangement may exceed those which might be available if the client were to obtain those services separately. Accordingly, wrap fee clients should satisfy themselves that the wrap fee program is a suitable investment, given the client’s particular financial needs and circumstances. More detail on the Formula Investing Investment Management Program is found in Appendix 1 of this Brochure.

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12.B. Aggregation of Orders In making investment decisions for the accounts, securities considered for investment by one client may also be appropriate for another client. On occasions when the purchase or sale of a security is deemed to be in the best interest of more than one client, Gotham may, but will not be obligated to, aggregate or “batch” orders for the purchase or sale of securities for all such accounts to the extent consistent with best execution and the terms of the relevant investment advisory agreements. Such combined or “batched” trades may be used to facilitate best execution, including negotiating more favorable prices, obtaining more timely or equitable execution or reducing transaction charges.

When aggregating and allocating securities transactions, participating Clients are treated in a fair and equitable manner. No account will be favored over any other account. Aggregation must be consistent with Gotham’s duty to seek best execution and the terms of the Gotham’s investment advisory agreement with each client for which trades are being aggregated.

Allocation of executed trades must be fair and equitable. Gotham may not allocate trades in such a way that Gotham’s personal, proprietary or affiliated accounts receive more favorable treatment than clients’ accounts. Similarly, Gotham may not allocate profitable trades at each day’s end so as to disproportionately favor certain clients without appropriate disclosure.

When Gotham decides to purchase or sell the same securities for several clients at approximately the same time, Gotham is not required to aggregate such transactions, but will do so absent a determination by an officer based on the best interests of Gotham’s clients. Gotham will aggregate and allocate orders only in a manner designed to ensure no client or account is favored over others over time. Gotham believes that aggregation is consistent with Gotham’s duty to seek best execution and best price for clients and is consistent with Gotham’s investment advisory agreements with each client for which trades are being aggregated.

Gotham may include proprietary accounts (those in which Gotham or its affiliates have significant ownership interests), and funds and accounts that are not managed by Gotham but for which Gotham or its affiliates provides trade execution services, in such aggregate trades, subject to Gotham’s duty of seeking best execution and to its Code of Ethics.

Wrap Program Accounts Gotham may be unable to bunch orders for wrap fee clients with orders for those clients who have granted brokerage discretion to Gotham, which may result in wrap fee clients

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receiving a price that is less favorable than the price obtained for discretionary brokerage clients. These limits on Gotham’s brokerage discretion may result in higher commissions, greater spreads, or less favorable net prices than might be the case if Gotham could negotiate commission rates or spreads freely. Accordingly, wrap fee clients should satisfy themselves that the wrap fee program is a suitable investment, given the client’s particular financial needs and circumstances. When possible within the Formula Investing Investment Management Program, the wrap program managed by Gotham, Gotham makes every effort to aggregate wrap accounts that are trading in the same securities at the same time. More detail on the Formula Investing Investment Management Program is found in Appendix 1 of this Brochure.

Item 13 – Review of Accounts 13.A. Frequency and Nature of Review Gotham’s client portfolios, including the mutual funds and private funds, are reviewed by Gotham’s portfolio management team at least quarterly. This team is comprised of our co-CIOs, Director of Research, Head Traders, and CEO. This group monitors and reviews portfolio activity, including stock rankings, buy/sell decisions, and over/underweights of positions relative to the model. Investment personnel may employ various computer programs in conducting periodic account reviews which include monitoring for account restrictions, consistency with investment objectives and strategy descriptions.

13.B. Factors That May Trigger An Account Review Outside of Regular Review More frequent reviews may be triggered by material changes in variables such as the client's individual circumstances, or the market, political or economic environment.

13.C. Content and Frequency of Client Reports Clients receive custodian statements at least quarterly. When requested, periodic written reports are furnished to advisory account clients and a portfolio manager will meet with such clients when requested or at such other times as may be mutually agreed to by Gotham and the client. Such meetings may be conducted in person or telephonically. Gotham personnel may be made available to wrap fee clients through upon reasonable request for meetings. Similarly, reporting responsibility with respect to dual contract and sub-advisory clients are generally provided by the relevant intermediary. Meetings with Gotham personnel are typically arranged through the intermediary. Gotham provides written reports to the mutual funds’ Board on a periodic basis and maintains contact with each mutual fund’s administrative staff regarding that mutual fund’s portfolio and

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transactions. Private fund and mutual fund investors receive statements quarterly from their respective administrator.

Item 14 – Client Referrals and Other Compensation Gotham does not currently maintain solicitation or client referral arrangements. Item 15 – Custody Gotham has custody according Investment Advisers Act Rule 206(4)-2 (“Custody Rule”) because it and its affiliates serve as general partners to private funds. However, client assets and securities managed by Gotham are held at independent, qualified custodians. Gotham has entered into a written agreement with an independent public accountant to provide audited financial statements to the private fund’s investors within 120 following the private fund’s fiscal year end.

Account Statements Clients should receive at least quarterly statements from the broker dealer, bank or other qualified custodian that holds and maintains client’s investment assets. Gotham takes steps to assure itself that the client’s qualified custodian sends periodic account statements no less frequently than quarterly, showing all transactions in the account, including fees paid to Gotham, directly to such clients in accordance with the custody rule. Gotham urges clients to carefully review official custodial records

Item 16 – Investment Discretion Generally, Gotham is retained with respect to its individual accounts, as well as its mutual fund and private fund clients, on a discretionary basis and is authorized to make the following determinations in accordance with the client’s specified investment objectives without client consultation or consent before a transaction is effected:

• Which securities to buy or sell. • The total amount of securities to buy or sell. • The broker or dealer through whom securities are bought or sold. • The commission rates at which securities transactions for client accounts are

affected. • The prices at which securities are to be bought or sold, which may include dealer

spreads or mark-ups and transaction costs. Investments for separately managed client accounts are managed in accordance with each client’s stated investment objectives, strategies restrictions and guidelines.

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Investments for mutual funds and private funds are managed in accordance with the fund’s investment objective, strategies and restrictions and are not tailored to the individualized needs of any particular investor in the fund. Therefore, fund investors should consider whether the fund meets their investment objectives and risk tolerance prior to investing. Information about the private funds can be found in their governing documents, which will be available to current and prospective investors only through Gotham or another authorized party. Information about the mutual funds is found in publicly available fund prospectuses and statement of additional information.

Gotham assumes discretion over the account upon execution of the advisory agreement with the client.

Item 17 – Voting Client Securities Gotham’s policy is to vote proxies on behalf of client accounts. Gotham has adopted Proxy Voting Policies and Procedures. Gotham will act in the best interest of its clients in determining whether and how to exercise a client’s rights as a securities holder, including whether and how to vote on any proxy voting matter and how to respond to corporate actions. Gotham will first determine whether the number of shares it holds of an issuer on behalf of a client is sufficiently large, taking into account the importance of the matters voted upon to the clients, to justify the costs of voting the subject proxies. If it determines that the benefits to the clients exceed the costs, then it will vote those proxies on a case-by-case basis. In general, proxy votes for or against and corporate actions will be based on the probable financial results to the clients. Controversial proposals or situations involving a potential conflict of interest, including a conflict between the interests of a client and Gotham, will be reviewed on a case-by-case basis by the appropriate officer and the Chief Compliance Officer. Gotham may also elect to delegate its proxy voting authority with respect to a particular security to a third party, including but not limited to another holder of such security, when Gotham believes that doing so is in the best interest of the clients holding such security.

Gotham has written proxy voting policies and procedures as required by Rule 206(4)-6 under the Investment Advisers Act. Under these policies and procedures, in cases where Gotham has proxy voting authority with respect to voting securities held in its clients’ accounts, Gotham will vote such securities for the exclusive benefit and in the best economic interest of those clients and their beneficiaries as determined by Gotham in good faith, subject to any restrictions or directions from a client. Such voting responsibilities are exercised in accordance with the general antifraud provisions of the Investment Advisers Act, as well as with Gotham’s fiduciary duties under federal and state law to act in the best interests of its clients.

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Gotham has contracted with Broadridge Financial Solutions and will use their Proxy Edge® platform (“PE”). PE provides proxy voting support with regard to casting votes and keeping voting records. Under the terms of its arrangement with Broadridge, Gotham will generally follow the Glass Lewis recommendations. Gotham can instruct PE to vote either for or against a particular type of proposal or Gotham can instruct PE to seek instruction with respect to that particular type of proposal from Gotham on a case-by-case basis. PE receives all proxy statements where Gotham is authorized to vote and sorts the proposals according to Gotham’s voting instructions. Proposals for which a voting decision has been pre-determined are automatically voted by PE pursuant to Gotham’s voting instructions. Case-by-case decisions are generally made by investment personnel. All voting records where Gotham retains proxy voting authority are maintained by PE, except that Gotham will maintain copies of any document created by Gotham that was material in making a determination of how to vote a “case-by-case” proxy or that memorializes the basis for that decision. Gotham will not have the ability to accept direction from clients on a particular solicitation.

On occasion, Gotham may determine not to vote a particular proxy. This may be done, for example where: (1) the cost of voting the proxy outweighs the potential benefit derived from voting; (2) a proxy is received with respect to securities that have been sold before the date of the shareholder meeting and are no longer held in a client account; (3) the terms of an applicable securities lending agreement prevent Gotham from voting with respect to a loaned security; (4) despite reasonable efforts, Gotham receives proxy materials without sufficient time to reach an informed voting decision and vote the proxies; (5) the terms of the security or any related agreement or applicable law preclude Gotham from voting; or (6) the terms of an applicable advisory agreement reserve voting authority to the client or another party.

Gotham acknowledges that, when voting proxies, it is responsible for identifying and addressing material conflicts of interest. In order to ensure that Gotham is aware of the facts necessary to identify conflicts, relevant personnel must inform Gotham’s Chief Compliance Officer of any personal conflicts (such as director or officer positions held by them, their spouses or close relatives in a portfolio company). Conflicts based on business relationships with Gotham or any affiliate will be considered only to the extent that Gotham has actual knowledge of such relationships. If a material conflict exists that cannot be otherwise addressed, Gotham may choose one of several options to eliminate the conflict, including: (1) automatic voting by PE in accordance with Gotham’s voting instructions; (2) voting as recommended by a third party service that may be employed by Gotham; (3) “echo” or “mirror” voting the proxies in the same proportion as the votes of other proxy holders that are not Gotham clients; (4) if possible, erecting information barriers around the person or persons making the voting decision sufficient to insulate the decision from

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the conflict; and (5) if agreed upon in writing with the client, forwarding the proxies to affected clients and allowing them to vote their own proxies.

Gotham will not disclose proxy votes to one client regarding votes cast for another client and will not disclose such information to third parties, unless specifically requested, in writing, to do so by the client. However, to the extent that Gotham may serve as a sub-adviser to another adviser, Gotham will be deemed to be authorized to provide proxy voting records regarding such sub-advised accounts to the adviser for such accounts. If you would like to request a copy of Gotham’s proxy voting guidelines or records, you can email rcollins@gothamassetmanagement.com or call 866-326-9008.

Clients may choose to vote their own proxies for securities held in their account. If this is the case, the client must notify Gotham in writing that they wish receive proxy solicitations directly and assume responsibility for voting them.

Item 18 – Financial Information 18.A. Advance Payment of Fees. Gotham does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance.

18.B. Financial Condition Registered investment advisers are required in this Item to provide you with certain financial information or disclosures about their financial condition. Gotham has no financial commitments that impair its ability to meet contractual commitments and fiduciary commitments to clients.

18.C. No Bankruptcy Proceedings Gotham has not been the subject of a bankruptcy proceeding.

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Form ADV 2A                  Appendix 1   

 

GOTHAM ASSET MANAGEMENT, LLC 

WRAP FEE PROGRAM BROCHURE 

 

March 31, 2011 

 

535 Madison Avenue, 30th Floor 

New York,  NY  10022 

(866) 326‐9008 

www.formulainvesting.com 

www.gothamassetmanagement.com 

 

This  wrap  fee  program  brochure  provides  information  about  the  qualifications  and  business practices  of  Gotham  Asset  Management,  LLC  (“Gotham”).    If  you  have  any  questions  about  the contents of this brochure, please contact us at (866) 326‐9008.   The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority.    

Gotham is a registered  investment adviser.   Registration of an  investment adviser does not  imply any  level of  skill  or  training.   Additional  information about Gotham also  is  available on  the SEC’s website at www.adviserinfo.sec.gov.    

   

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Item 2 Material Changes 

 

On  July  28,  2010,  the  United  State  Securities  and  Exchange  Commission  published “Amendments  to  Form ADV” which  amends  the  disclosure  document  that we  provide  to clients  as  required  by  SEC  Rules.    This  Appendix  1  Wrap  Program  Brochure  dated 03/30/2011  is  a  new document  prepared  according  to  the  SEC’s  new  requirements  and rules.  As such, this Document is materially different in structure and includes certain new information that our previous brochure did not include.   

In  the  future,  this  Item will  discuss  only  specific material  changes  that  are made  to  this Appendix 1 of the Brochure and provide clients with a summary of such changes.  We will also reference the date of our last annual update of Gotham’s brochure.      

   

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Item 3 ­ Table of Contents  

 

Item 2 Material Changes ........................................................................................................................................ 2 

Item 3 Table of Contents ....................................................................................................................................... 3 

Item 4 Services, Fees and Compensation ....................................................................................................... 4 

Item 5 Account Requirements and Types of Clients ................................................................................. 6 

Item 6 Portfolio Manager Selection and Evaluation .................................................................................. 6 

Item 7 Client Information Provided to Portfolio Managers ................................................................... 7 

Item 8 Client Contact with Portfolio Managers ........................................................................................... 7 

Item 9 Additional Information ............................................................................................................................ 7 

 

   

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Item 4 Services, Fees and Compensation  

4.A. Portfolio Management Services 

Gotham  sponsors  the  Formula  Investing  Investment  Management  Program.    Gotham  provides investment advisory services on both a discretionary and non‐discretionary basis to wrap account clients who may be individuals, corporations, trusts and charitable foundations or endowments.  

Client  assets  and  securities  for  client  accounts  are  held  at  Pershing.    Through  the  investment advisory  agreement,  clients  appoint  Pershing  as  custodian  for  the  client’s  account.    Clients  also authorize  Gotham  to  issue  instructions  to  Pershing  in  connection  with  transactions  Gotham initiates, and agrees that the client will instruct Pershing to follow Gotham’s instructions.  Gotham does not receive, retain or physically control any cash, securities, or other assets forming any part of the client’s account.   

The program offers two types of accounts: 

Professionally Managed Accounts 

If  the  client  chooses  to  open  a  professionally managed  account,  Gotham will,  in  its  sole  and  full discretion, supervise and direct the investment and reinvestment of the assets in the account in any and all securities, assets and other investments in a manner that is consistent with the investment restrictions for the account.   

Self Managed Accounts 

If the client chooses a self managed account, Gotham will provide investment recommendations to the client, using the client’s input into Gotham’s stock selection criteria and on a non‐discretionary basis.    However,  under  the  self  managed  account,  the  client  will  be  solely  responsible  for implementing  those  recommendations  and making  trades  in  the  account.    The  client may  direct Pershing  to make  those  trades  for  the client  through Gotham’s website, but Gotham will have no responsibility to implement its recommendations in the client’s self managed account.    

Management Fees 

The Formula Investing Investment Management Program is a wrap fee program whereby the client pays a single fee that covers investment advisory services and brokerage expenses for account trades.  The fee covers both the investment management services and brokerage services.  Clients direct Gotham to use Pershing to execute any and all trades for the client’s account.  While Gotham has negotiated compensation arrangements with Pershing for the program, we will not have the ability to negotiate brokerage rates with Pershing for individual transactions, or to use or negotiate rates with other brokers because of your brokerage direction. Gotham receives a portion of the wrap fee for its advisory services and Pershing receives a portion of the fee for its custody and brokerage services, including brokerage commissions.   

 

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Upon termination, any fees paid in advance will be prorated to the date of termination and any excess will be refunded to client. Management fees are paid quarterly in advance and are described by the following schedule: 

  

Client Assets Under Management 

Annualized Management Fee  

(as a percentage of assets) 

   

First $1,000,000  1.00% 

Amount over $1,000,000  0.80% 

 

Accounts are subject to a minimum fee of $50 per quarter. 

4.B. Program Cost Considerations 

The  management  fees  pay  for  Gotham’s  advisory  services  to  clients,  administrative  expenses, custody charges and brokerage services for a client’s portfolio conducted through Pershing.   These services  or  programs  may  cost  more  or  less  than  the  management  fee  if  purchased  separately, depending on the fees charged by such other service providers.  Clients that opt for the inclusive fee will not pay any transaction fees or costs beyond the inclusive management fee.   

4.C. Other Fees 

Management fees do not include expenses of money market mutual funds or any other investment pools  in  the  client’s  portfolio,  which  expenses  are  paid  indirectly  by  the  client  through  their investment. Also, Pershing charges Individual Retirement Accounts (IRAs), Roth IRAs and 5305‐SEP IRAs a $35 annual maintenance fee and charges retirement accounts a $50 termination fee.  These maintenance and termination fees are charged by Pershing who is the custodian.  

Gotham  generally  does  not  offer  these  services  separately.    However,  clients  may  be  able  to purchase services similar to those offered from other service providers either separately or as part of a similar wrap fee program.   

 

4.D. Compensation for Program Recommendation 

Gotham may  recommend  the  program  to  clients  or  prospects,  but  it  does  not  receive  additional compensation beyond the management fee.  Investment adviser representatives of Gotham are not compensated  differently  for  clients  that  choose  the  inclusive  fee  arrangement  versus  the  non‐inclusive fee and therefore the representatives do not have a financial incentive to recommend one method over the other. 

 

   

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Item 5 Account Requirements and Types of Clients  

Gotham  will  offer  its  services  to  the  following  types  of  clients:  individuals,  pension  and  profit sharing  plans,  trusts,  estates,  or  charitable  organizations,  and  corporations  or  other  business entities.  Clients in the program may view their accounts through an online portal.  Clients with self managed accounts may view and initiate trades through this same online portal.  Therefore, clients would need a working internet connection and access to the internet in order to view (and trade, in the case of self managed accounts) their account.   Both Self‐Managed and Professionally Managed account holders can rely on the custodian statements instead of accessing the online portal. 

The  minimum  account  requirements  for  opening  an  account  are  shown  in  the  table  below.  However, Gotham may, at its sole discretion, accept accounts with a lower value. 

 

Formula Investing Investment Management Program

Minimum Amount

Professionally-Managed $100,000

Self-Managed $25,000

Additional investments must be at least equal to $25,000 for professionally managed accounts and a $5,000 for self managed accounts.

 

Item 6 Portfolio Manager Selection and Evaluation  

6.A. Portfolio Manager Review and Selection 

Gotham is the only manager in the program.  Program accounts are managed by Gotham’s portfolio management team.   

Gotham calculates performance for accounts according to its GIPS® policies and procedures for the composite in which accounts are included.  Ashland Partners & Company LLP provides a third party verification of composite performance.  

 

6.B. Portfolio Management Team  

Wrap program client accounts are managed primarily by a portfolio management team of Gotham, who is also the sponsor of the program.  These individuals also manage other accounts of Gotham.  As a result, certain conflicts could arise.   Gotham has established certain policies and procedures, such as trade aggregation and allocation and trade rotation to ensure that clients are treated fairly.  

   

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6.C. Portfolio Management Team Covered Under Investment Adviser Registration 

Responses  have  been  provided  in  2A  of  Gotham’s  Form  ADV  for  Items  4.B.,  4.C,  4.D  (Advisory Business), Item 6 (Performance‐based Fees and Side‐by‐Side Management), Item 8.A. (Methods of Analysis, Investment Strategies and Risk of Loss) and Item 17 (Voting Client Securities).  

 

Item 7 Client Information Provided to Portfolio Managers  

Gotham  gathers  client  information  such  as  guidelines,  restrictions  and  suitability  as  part  of  the account  opening process. This  information  is  provided  to portfolio management  team before  the account  is  invested.    As  necessary,  client  information  may  be  provided  as  part  of  routine management of the account (such as an update to restrictions) or whether the client wishes to close and liquidate the account.   The portfolio management team is bound by the Gotham’s established privacy policies and procedures with regard to sensitive client information.  

 

Item 8 Client Contact with Portfolio Managers  

Gotham does not place any restriction on the client’s ability to contact portfolio management team.  Gotham provides email and telephone contact information for use by clients.  Clients may also use the  online  portal  offered  by Gotham.    After  logging  into  their  account  online,  clients  can  use  the electronic messaging provided  through  the online account portal  (www.formulainvesting.com)  to communicate  with  the  portfolio  management  team.    There  is  also  an  email  address: service@formulainvesting.com which will  be  responded  to  promptly.    Gotham personnel may  be made available to wrap fee clients through upon reasonable request for meetings.   

Pershing will  provide  clients with monthly  reports  for  their  accounts.    The  reports will  show all securities held in the account at the close of the period and the beginning and ending value of the account.   

Clients may also log into their account online at any time to view account holdings and activity. 

 Item 9 Additional Information  

A. Responses  have  been  provided  in  2A  of  Gotham’s  Form  ADV  for  Item  9  (Disciplinary Information) and Item 10 (Other Financial Industry Activities and Affiliations).  

B. Responses have been provided in 2A of Gotham’s Form ADV for Item 11 (Code of Ethics, Participation or Interest in Client Transactions and Personal Trading), Item 13 (Review of Accounts), Item 14 (Client Referrals and Other Compensation), and Item 18 (Financial Information).   

FORM ADV PART 2B (Brochure Supplement)

Item 1- Cover Page

JOEL GREENBLATT

Gotham Asset Management, LLC

535 Madison Avenue New York, New York 10022

(212) 319-4100

July 27, 2011

This Brochure Supplement provides information about Joel Greenblatt, which is an addendum

to the Gotham Asset Management, LLC Brochure. You should have received a copy of that

Brochure. Please contact Rory Collins if you did not receive Gotham Asset Management,

LLC’s Brochure or if you have any questions about the contents of this supplement.

Item 2- Educational Background and Business Experience

Joel Greenblatt Co-Chief Investment Officer Year of Birth: 1957

Formal Education after High School:

The Wharton School of the University of Pennsylvania, B.A 1979 Philadelphia, PA

The Wharton School of the University of Pennsylvania, M.B.A 1980 Philadelphia, PA

Business Background:

Gotham Asset Management, LLC New York, NY Chief Strategist, 11/2009 – 09/2010

Co-Chief Investment Officer, 09/2010 – Present

Gotham Capital New York, NY Managing Partner, 1985 - Present

Pzena Investment Management, Inc. New York, NY Director, 04/1990 – Present

Key Prior Experience:

Mr. Greenblatt is a Co-Founder and Co-Chief Investment Officer of Gotham Asset

Management and the Managing Partner of Gotham Capital, an investment

partnership he founded in April 1985. He is the former Chairman of the Board

(1994-1995) and a former board member of Alliant Techsystems (1994-2000), a

NYSE-listed aerospace and defense contractor. Since 1996, he has been a professor

on the adjunct faculty of Columbia Business School where he teaches “Value and

Special Situation Investing.” Mr. Greenblatt serves on the Investment Committees of

the Board of Directors for the University of Pennsylvania and UJA Federation, and is

a director of Pzena Investment Management, Inc. (NYSE:PZN), a global investment

management firm. He holds a BS (1979), summa cum laude, and an MBA (1980)

from the Wharton School of the University of Pennsylvania.

Item 3- Disciplinary Information

Registered investment advisers are required to disclose all material facts regarding any

legal or disciplinary events that would be material to your evaluation of each supervised

person providing investment advice. No information is applicable to Mr. Greenblatt.

Item 4- Other Business Activities

Mr. Greenblatt is an adjunct Professor at Columbia University.

Mr. Greenblatt is the author of You Can Be A Stock Market Genius (Simon & Schuster, 1997),

The Little Book that Beats the Market (Wiley, 2005), The Little Book that Still Beats the

Market (Wiley, 2010) and The Big Secret for the Small Investor (Simon & Schuster, 2011).

Item 5- Additional Compensation

Mr. Greenblatt receives compensation from sales of his books. He does not receive any

economic benefits from non-clients for providing advisory services.

Item 6 - Supervision

Mr. Greenblatt is a principal of the Adviser. He can be reached at (212) 319-4100.

Item 1- Cover Page

ROBERT L. GOLDSTEIN

Gotham Asset Management, LLC

535 Madison Avenue New York, New York 10022

(212) 319-4100

July 27, 2011

This Brochure Supplement provides information about Robert Goldstein, which is an

addendum to the Gotham Asset Management, LLC Brochure. You should have received a

copy of that Brochure. Please contact Rory Collins if you did not receive Gotham Asset

Management, LLC’s Brochure or if you have any questions about the contents of this

supplement.

Item 2- Educational Background and Business Experience

Robert L. Goldstein Co-Chief Investment Officer

Year of Birth: 1965

Formal Education after High School:

Tufts University, B.A. 1988 Medford, MA

Business Background:

Gotham Asset Management, LLC New York, NY

Co-Chief Investment Officer, 09/2010 – Present

Gotham Capital New York, NY

Managing Partner, 01/1989 – Present

Key Prior Experience:

Mr. Goldstein is a Co-Chief Investment Officer of Gotham Asset Management and a

Partner of Gotham Capital, which he joined in 1988. From 1989-1997, Mr. Goldstein

was also the Managing Partner of Metropolis Partners, a value/special situation

investment partnership. At the end of 1997, he returned all money to outside

investors after having compounded annual returns of 33%, net to limited partners.

Mr. Goldstein served on the Executive Committee of the Board of Directors of Old

Guard Group during 2000, prior to their acquisition by the Westfield Companies. He

holds a BA (1988), magna cum laude, from Tufts University.

Item 3- Disciplinary Information

Registered investment advisers are required to disclose all material facts regarding any

legal or disciplinary events that would be material to your evaluation of each supervised

person providing investment advice. No information is applicable to Mr. Goldstein.

Item 4- Other Business Activities

Mr. Goldstein does not have any reportable outside activities.

Item 5- Additional Compensation

Mr. Goldstein does not receive any economic benefits from non-clients for providing advisory services.

Item 6 - Supervision

Mr. Goldstein is a principal of the Adviser. He can be reached at (212) 319-4100.

Item 1- Cover Page

BERNARD P. SEIBERT

Gotham Asset Management, LLC

535 Madison Avenue New York, New York 10022

(212) 319-4100

July 27, 2011

This Brochure Supplement provides information about Bernard Seibert, which is an

addendum to the Gotham Asset Management, LLC Brochure. You should have received a

copy of that Brochure. Please contact Rory Collins if you did not receive Gotham Asset

Management, LLC’s Brochure or if you have any questions about the contents of this

supplement.

Item 2- Educational Background and Business Experience

Bernard P. Seibert Chief Financial Officer

Year of Birth: 1965

Formal Education after High School:

Adelphi University, B.A. 1990 Garden City, NY

Business Background:

Gotham Asset Management, LLC New York, NY Chief Financial Officer, 09/2010 – Present

Gotham Capital New York, NY Chief Financial Officer, 04/99 – Present

Item 3- Disciplinary Information

Registered investment advisers are required to disclose all material facts regarding any

legal or disciplinary events that would be material to your evaluation of each supervised

person providing investment advice. No information is applicable to Mr. Seibert.

Item 4- Other Business Activities

Mr. Seibert does not have any reportable outside activities.

Item 5- Additional Compensation

Mr. Seibert does not receive any economic benefits from non-clients for providing advisory services.

Item 6 - Supervision

Mr. Siebert reports to Blake Darcy who can be reached at (212) 319-4100.

Item 1- Cover Page

K. BLAKE DARCY

Gotham Asset Management, LLC

535 Madison Avenue New York, New York 10022

(212) 319-4100

July 27, 2011

This Brochure Supplement provides information about Blake Darcy, which is an addendum to

the Gotham Asset Management, LLC Brochure. You should have received a copy of that

Brochure. Please contact Rory Collins if you did not receive Gotham Asset Management,

LLC’s Brochure or if you have any questions about the contents of this supplement.

Item 2- Educational Background and Business Experience

K. Blake Darcy President and Chief Executive Officer Year of Birth: 1956

Formal Education after High School:

Hamilton College, B.A. 1978 Clinton, NY

Business Background:

Gotham Asset Management, LLC New York, NY President and CEO, 08/2008 – Present

Independent Consultant Woodcliff Lake, NJ 01/2002 – 08/2008

DLJDirect, Inc. Jersey City, NJ Founder and CEO, 06/1997 – 01/2002

Item 3- Disciplinary Information

Registered investment advisers are required to disclose all material facts regarding any

legal or disciplinary events that would be material to your evaluation of each supervised

person providing investment advice. No information is applicable to Mr. Darcy.

Item 4- Other Business Activities

Mr. Darcy does not have any reportable outside activities.

Item 5- Additional Compensation

Mr. Darcy does not receive any economic benefits from non-clients for providing advisory services.

Item 6 - Supervision

Mr. Darcy is a principal of the Adviser. He can be reached at (212) 319-4100.

Item 1- Cover Page

RORY P. COLLINS

Gotham Asset Management, LLC

535 Madison Avenue New York, New York 10022

(212) 319-4100

July 27, 2011

This Brochure Supplement provides information about Rory Collins, which is an addendum to

the Gotham Asset Management, LLC Brochure. You should have received a copy of that

Brochure. Please contact Rory Collins if you did not receive Gotham Asset Management,

LLC’s Brochure or if you have any questions about the contents of this supplement.

Item 2- Educational Background and Business Experience

Rory P. Collins Chief Compliance Officer Year of Birth: 1973

Formal Education after High School:

Rutgers University, B.A. 1997 New Brunswick, NJ

Business Background:

Gotham Asset Management, LLC New York, NY

Chief Compliance Officer, 01/2009 – Present

TIAA-CREF Individual & Institutional Services, LLC New York, NY

Wealth Management Advisor, 03/2007 – 10/2008

Fidelity Investments/Strategic Advisers, Inc. New York, NY

Financial Consultant, 06/2003 – 03/2007

DLJdirect, Inc. Jersey City, NJ Relationship Manager, 07/1997 – 06/2003

Key Prior Experience:

Mr. Collins joined Gotham Asset Management as Chief Compliance Officer in 2009.

Previously Mr. Collins was a Wealth Management Advisor at TIAA-CREF Individual

& Institutional Services, LLC and was a Financial Planning Consultant at Fidelity

Investments/Strategic Advisers, Inc. and a Relationship Manager at DLJdirect, Inc.

Mr. Collins received his Bachelor of Arts from Rutgers University in 1997, and holds

the CFP® designation, in addition to his Series 65 license.

Professional Designations/Licenses: CFP®, Series 65

CFP® Requirements:

Complete a comprehensive course of study at a college or university offering a

financial planning curriculum approved by CFP Board.

Pass a comprehensive two-day, 10-hour CFP® Certification Examination that tests

their ability to apply financial planning knowledge in an integrated format. The

exam covers the financial planning process, tax planning, employee benefits and

retirement planning, estate planning, investment management and insurance.

Have three years minimum experience in the financial planning process prior to

earning the right to use the CFP® certification marks.

Agree to abide by a strict code of professional conduct, known as CFP Board’s Code

of Ethics and Professional Responsibility, which sets forth their ethical

responsibilities to the public, clients and employers. CFP Board also performs a

background check during this process, and each individual must disclose any

investigations or legal proceedings related to their professional or business conduct.

Have at least 30 hours of continuing education on financial planning topics per year.

Series 65 Requirements:

A candidate must pass a 180-minute exam for this license which covers the rules and

regulations pertaining to registered investment advisors and various investment

vehicles and disciplines, economics, ethics and analysis.

Item 3- Disciplinary Information

Registered investment advisers are required to disclose all material facts regarding any

legal or disciplinary events that would be material to your evaluation of each supervised

person providing investment advice. No information is applicable to Mr. Collins.

Item 4- Other Business Activities

Mr. Collins does not have any reportable outside activities.

Item 5- Additional Compensation

Mr. Collins does not receive any economic benefits from non-clients for providing advisory services.

Item 6 - Supervision

Mr. Collins reports to Blake Darcy who can be reached at (212) 319-4100.

Item 1- Cover Page

ADAM BARTH

Gotham Asset Management, LLC

535 Madison Avenue New York, New York 10022

(212) 319-4100

July 27, 2011

This Brochure Supplement provides information about Adam Barth, which is an addendum to

the Gotham Asset Management, LLC Brochure. You should have received a copy of that

Brochure. Please contact Rory Collins if you did not receive Gotham Asset Management,

LLC’s Brochure or if you have any questions about the contents of this supplement.

Item 2- Educational Background and Business Experience

Adam Barth Director of Research Year of Birth: 1969

Formal Education after High School:

University of Pennsylvania, B.A. 1992 Philadelphia, PA

Duke University, J.D. 2004 Durham, NC

Business Background:

Gotham Asset Management, LLC New York, NY

Head of Research, 09/2010 – Present

Gotham Capital New York, NY

Director of Research, 09/2005 – Present

Item 3- Disciplinary Information

Registered investment advisers are required to disclose all material facts regarding any

legal or disciplinary events that would be material to your evaluation of each supervised

person providing investment advice. No information is applicable to Mr. Barth.

Item 4- Other Business Activities

Mr. Barth does not have any reportable outside activities.

Item 5- Additional Compensation

Mr. Barth does not receive any economic benefits from non-clients for providing advisory services.

Item 6 - Supervision

Mr. Barth reports to Joel Greenblatt and Robert Goldstein. They can be reached at (212)

319-4100.

Item 1- Cover Page

KATE KAHN

Gotham Asset Management, LLC

535 Madison Avenue New York, New York 10022

(212) 319-4100

July 27, 2011

This Brochure Supplement provides information about Kate Kahn, which is an addendum to

the Gotham Asset Management, LLC Brochure. You should have received a copy of that

Brochure. Please contact Rory Collins if you did not receive Gotham Asset Management,

LLC’s Brochure or if you have any questions about the contents of this supplement.

Item 2- Educational Background and Business Experience

Kate Kahn Director of Trading Year of Birth: 1967

Formal Education after High School:

Harvard University, B.A. 1989 Cambridge, MA The Wharton School of the University of Pennsylvania Philadelphia, PA M.B.A. 1994

Business Background:

Gotham Asset Management, LLC New York, NY

Director of Trading, 09/2010 – Present

Gotham Capital New York, NY

Director of Trading, 10/2002 – Present

Item 3- Disciplinary Information

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of each supervised person providing investment advice. No information is applicable to Ms. Kahn.

Item 4- Other Business Activities

Ms. Kahn does not have any reportable outside activities.

Item 5- Additional Compensation

Ms. Kahn does not receive any economic benefits from non-clients for providing advisory services.

Item 6 - Supervision

Ms. Kahn reports to Bernard Seibert who can be reached at (212) 319-4100.

Item 1- Cover Page

THOMAS DESIDERIO

Gotham Asset Management, LLC

535 Madison Avenue New York, New York 10022

(212) 319-4100

July 27, 2011

This Brochure Supplement provides information about Thomas Desiderio, which is an

addendum to the Gotham Asset Management, LLC Brochure. You should have received a

copy of that Brochure. Please contact Rory Collins if you did not receive Gotham Asset

Management, LLC’s Brochure or if you have any questions about the contents of this

supplement.

Item 2- Educational Background and Business Experience

Thomas Desiderio Director of Trading Year of Birth: 1970

Formal Education after High School:

Gettysburg College, B.A. 1993 Gettysburg, PA

Pace University, M.B.A. 2001 New York, NY

Fordham University New York, NY

Post M.B.A. graduate certificate in Portfolio Management

Business Background:

Gotham Asset Management, LLC New York, NY Director of Trading, 03/2009 – Present

Morgan Stanley New York, NY Trader, 06/2008 – 03/2009

Bank of New York Capital Markets/Pershing Trading, LLC Jersey City, NJ Institutional Equity Trader, 06/1996 – 03/2008

DLJdirect, Inc. Jersey City, NJ Trading Associate, 02/1994 – 06/1996

Licenses & Designations: Series 65

Series 65 Requirements:

A candidate must pass a 180-minute exam for this license which covers the rules and

regulations pertaining to registered investment advisors and various investment

vehicles and disciplines, economics, ethics and analysis.

Item 3- Disciplinary Information

Registered investment advisers are required to disclose all material facts regarding any

legal or disciplinary events that would be material to your evaluation of each supervised

person providing investment advice. No information is applicable to Mr. Desiderio.

Item 4- Other Business Activities

Mr. Desiderio does not have any reportable outside activities.

Item 5- Additional Compensation

Mr. Desiderio does not receive any economic benefits from non-clients for providing

advisory services.

Item 6 - Supervision

Mr. Desiderio reports to Bernard Seibert who can be reached at (212) 319-4100.

Item 1- Cover Page

SCOTT PARKER

Gotham Asset Management, LLC

535 Madison Avenue New York, New York 10022

(212) 319-4100

July 27, 2011

This Brochure Supplement provides information about Scott Parker, which is an addendum to

the Gotham Asset Management, LLC Brochure. You should have received a copy of that

Brochure. Please contact Rory Collins if you did not receive Gotham Asset Management,

LLC’s Brochure or if you have any questions about the contents of this supplement.

Item 2- Educational Background and Business Experience

Scott Parker Portfolio Operations Manager Year of Birth: 1970

Formal Education after High School:

Siena College, B.S. 1993 Loudonville, NY

Business Background:

Gotham Asset Management, LLC New York, NY Portfolio Operations Manager, 04/2010 – Present

Rockit Solutions, LLC Stamford, CT Client Executive, 10/2006 – 03/2009

Spears, Grisanti and Brown New York, NY Operations Manager, 10/2001 - 7/2006

Item 3- Disciplinary Information

Registered investment advisers are required to disclose all material facts regarding any

legal or disciplinary events that would be material to your evaluation of each supervised

person providing investment advice. No information is applicable to Mr. Parker.

Item 4- Other Business Activities

Mr. Parker does not have any reportable outside activities.

Item 5- Additional Compensation

Mr. Parker does not receive any economic benefits from non-clients for providing advisory

services.

Item 6 - Supervision

Mr. Parker reports to Bernard Seibert who can be reached at (212) 319-4100.

Item 1- Cover Page

KERRA MARMELSTEIN

Gotham Asset Management, LLC

535 Madison Avenue New York, New York 10022

(212) 319-4100

July 27, 2011

This Brochure Supplement provides information about Kerra Marmelstein, which is an

addendum to the Gotham Asset Management, LLC Brochure. You should have received a

copy of that Brochure. Please contact Rory Collins if you did not receive Gotham Asset

Management, LLC’s Brochure or if you have any questions about the contents of this

supplement.

Item 2- Educational Background and Business Experience

Kerra Marmelstein Director of Institutional Sales Year of Birth: 1980

Formal Education after High School:

Bowdoin College, B.A. 2002 Brunswick, ME

Business Background:

Gotham Asset Management, LLC New York, NY Director of Institutional Sales, 09/2010 – Present

JP Morgan Alternative Asset Management New York, NY Vice President, 10/2005 – 07/2010

Cambridge Associates Boston, MA Senior Consulting Associate, 06/2002 – 08/2005

Item 3- Disciplinary Information

Registered investment advisers are required to disclose all material facts regarding any

legal or disciplinary events that would be material to your evaluation of each supervised

person providing investment advice. No information is applicable to Ms. Marmelstein.

Item 4- Other Business Activities

Ms. Marmelstein does not have any reportable outside activities.

Item 5- Additional Compensation

Ms. Marmelstein does not receive any economic benefits from non-clients for providing

advisory services.

Item 6 - Supervision

Ms. Marmelstein reports to Blake Darcy who can be reached at (212) 319-4100.

Item 1- Cover Page

THOMAS S. GATTO

Gotham Asset Management, LLC

535 Madison Avenue

New York, New York 10022

(212) 319-4100

July 27, 2011

This Brochure Supplement provides information about Thomas S. Gatto, which is an

addendum to the Gotham Asset Management, LLC Brochure. You should have received a

copy of that Brochure. Please contact Rory Collins if you did not receive Gotham Asset

Management, LLC’s Brochure or if you have any questions about the contents of this

supplement.

Item 2- Educational Background and Business Experience

Thomas S. Gatto Director of Sales Year of Birth: 1964

Formal Education after High School:

Fairfield University, B.A. 1986 Fairfield, CT

Business Background:

Gotham Asset Management, LLC Woodcliff Lake, NJ

Director of Sales, 02/2010 – Present

BlackRock New York, NY

Divisional Sales Manager, 08/2003 – 03/2009

PIMCO Allianz New York, NY

Wholesaler, 05/2000 – 09/ 2002

Professional Designations/Licenses: CIMA, Series 65, 24 and 7

Certified Investment Management Analyst (CIMA) Requirements:

Three years of verifiable financial services experience;

Must answer “no” to all disclosure questions on Form U-4 that cover criminal and

regulatory violations, civil judicial actions and custom complaints or else

satisfactorily justify a “yes” answer

Self study education (approximately five months)

One week classroom education program provided by an AACSB accredited

university business school.

Have at least 40 hours of continuing education every two years.

Series 65 Requirements:

A candidate must pass a 180-minute exam for this license which covers the rules

and regulations pertaining to registered investment advisors and various

investment vehicles and disciplines, economics, ethics and analysis.

Item 3- Disciplinary Information

Registered investment advisers are required to disclose all material facts regarding any

legal or disciplinary events that would be material to your evaluation of each supervised

person providing investment advice. No information is applicable to Mr. Gatto.

Item 4- Other Business Activities

Mr. Gatto is a registered representative and registered principal of BNY Mellon, who is also the Distributor of the mutual funds managed by Gotham.

Item 5- Additional Compensation

Mr. Gatto does not receive any economic benefits from non-clients for providing advisory services.

Item 6 - Supervision

Mr. Gatto reports to Blake Darcy who can be reached at (212) 319-4100.