Gotham Green Partners LLC

Gotham Green Partners, LLC (“Gotham”, or the “Adviser”, or “GGP Funds”) is an investment adviser located in Santa Monica, California. Gotham is a Delaware limited liability company founded January 4, 2017. Jason Adler is the managing member and owner of the Adviser. The Adviser serves as the investment adviser to pooled investment vehicles which are offered to qualified investors on a private placement basis in accordance with the investment objectives, strategies and guidelines set forth in the offering documents, partnership and/or limited liability company agreements, term sheets, and subscription documents for each respective pooled investment vehicle, as applicable. As of December 31, 2025, the Adviser provides investment advisory services to the following private fund clients (the “Funds”):

Gotham Green Fund 1, L.P. Gotham Green Fund 1 (Q), L.P. Gotham Green Fund II, L.P. Gotham Green Fund II (Q), L.P. Gotham Green Credit Partners SPV 1, L.P. Gotham Green Partners SPV III, L.P. Gotham Green Partners SPV IV, L.P. Gotham Green Partners SPV V, L.P. Gotham Green Partners SPV VI, L.P. Gotham Green Partners SPV VII, L.P. Gotham Green Fund III, L.P. Gotham Green Fund III (Q), L.P. GGP Credit Partners SPV IX, LP,

Currently, all Funds listed are closed to new investors. The Adviser may launch other private funds and the practices shown in this Brochure will generally apply to new funds, as qualified in a fund’s offering documents. The Funds invest in accordance with the applicable governing documents for each entity. The Funds’ investment activity has been to invest in companies (each a “Portfolio Company”) that operate in the cannabis space, but the Adviser may invest in other areas as well. Currently only Gotham Green Fund III, L.P., and Gotham Green Fund III (Q), L.P., may make new investments. Those investments may be in the cannabis space or in special situations in private credit opportunities. Certain of the Funds may be Special Purpose Vehicles (“SPV”) formed to invest in just one Portfolio Company. Investments can be in the form of the purchase of the public or private, equity or debt, of such companies.

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All of the general partners listed below (collectively, the “General Partners”) are advisory affiliates of Gotham Green Partners, LLC.

Gotham Green GP 1, LLC serves as the general partner to Gotham Green Fund 1, L.P. and Gotham Green Fund 1 (Q), L.P.; Gotham Green GP II, LLC serves as the general partner to Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P.; Gotham Green GP III, LLC serves as the general partner to Gotham Green Fund III, L.P. and Gotham Green Fund III (Q), L.P.; Gotham Green Credit Partners GP 1, LLC serves as the general partner to Gotham Green Credit Partners SPV 1, L.P.; Gotham Green Partners SPV III GP, LLC serves as the general partner to Gotham Green Partners SPV III, L.P.; and Gotham Green Partners SPV IV GP, LLC serves as the general partner to Gotham Green Partners SPV IV, L.P. Gotham Green Partners SPV V GP, LLC serves as the general partner to Gotham Green Partners SPV V, L.P. Gotham Green Partners SPV VI GP, LLC serves as the general partner to Gotham Green Partners SPV VI, L.P. Gotham Green Partners SPV VII GP, LLC serves as the general partner to Gotham Green Partners SPV VII, L.P. GGP Credit Partners SPV IX GP, LLC serves as the general partner to GGP Credit Partners SPV IX, LP

Investors in the Funds are herein referred to as “Investors” or as “Limited Partners,” and the Funds and any future investment vehicles may be referred to herein as “Clients” of the Adviser. Gotham’s investment advisory services are provided pursuant to a written investment advisory agreement between Gotham and the Client to which Gotham agrees to advise in accordance with Client-mandated investment objectives. The Adviser has discretionary trading authority and does not tailor advisory services to the needs of specific Investors. The Adviser does not participate in wrap fee programs. As of December 31, 2025, the Adviser had regulatory assets under management of $334,766,429, all of which is managed on a discretionary basis.

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The fees applicable to each Fund are set forth in detail in each Fund’s offering documents. A brief summary of such fees is provided below. Each Fund pays to the Adviser or to a related party, an annual Management Fee that generally ranges from 1.0 to 2.0 percent of the aggregate capital commitments of the Limited Partners who are not related persons of the Adviser or General Partner (or in the case of Gotham Green Partners SPV IV, L.P., such Management Fee is based on the capital contributions of the Limited Partners). Notwithstanding the foregoing, Gotham Green Partners SPV VII, L.P., incurs no management fees and shall pay to the General Partner a one-time setup fee, as described in the offering documents, in an amount equal to 2.0 percent of the aggregate capital commitments of the Limited Partners. Following the Commitment Period of certain Funds, the annual Management Fee rate is adjusted to a percentage based on the aggregate cost basis of portfolio securities held by such Fund plus the aggregate exercise price for in-the-money warrants and options held by a Fund, determined on a quarterly basis. Each fund’s offering documents should be reviewed to determine the exact management fees. Any new advisory Clients may be subject to Management Fees and Performance Fees that differ from what is summarized in this Brochure. Any applicable fees charged to Investors will be deducted from their capital accounts in the Fund and will not be billed separately. The General Partner of each respective Fund may also receive a performance-based fee or “carried interest” allocation (Performance Fees) from 10% to 35% with respect to each investor for the management of certain of the Funds based upon profits and losses allocated to such investor. The timing of allocations/distributions related to Performance Fees varies depending on the terms of each Fund, as set forth in the relevant Fund’s Offering Documents. Gotham or its affiliates, in their sole discretion, may elect to reduce or waive Management Fees or Performance Fees. Management Fees and performance-based fees or allocations are described in greater detail in the offering documents of the Funds. EXPENSES: As a general matter, the Adviser will bear its own internal costs of existence and operations, such as rent, member/employee salaries, and their own internal financial reporting and tax preparation. The cost of fees paid by each Fund may be substantial. For example, the Adviser may engage third parties on behalf of a Fund to identify/source investment opportunities, perform analysis/diligence in respect of potential investments, technologies, markets, or other issues, or provide Portfolio Companies with advice, guidance or other benefits. The apportionment of expenses inherently creates conflicts of interest between the Adviser and a Fund. For example, in many cases, the same individual could be admitted or engaged as a member or employee of the Adviser (in which case, the General Partner or the Adviser generally would bear the expense of such individual's salary, etc.) or as a consultant/advisor (in which case a Fund or a Portfolio Company generally would bear the expense of fees paid to such individual). Gotham may, in its sole discretion, bear any of a Funds’ expenses described above; provided that, if Gotham does pay any such expenses, it will

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not be required to continue to pay such expenses and may thereafter cause the Funds to pay such expenses. Prospective Fund Investors should note that, as may be provided in a Fund's Partnership Agreement, expenses borne by a Fund as well as the Management Fee generally, may be allocated among the Partners in proportion to their respective Capital Commitments to a Fund, and therefore generally will be excluded from the calculation of the General Partner's carried interest. This methodology, however, will not apply to all Funds managed by Gotham. Each Fund may incur expenses in connection with a potential investment that are expected to be made by that Fund along with one or more co-investors. As a general matter, a Fund will be obligated to pay all of its expenses in connection with an investment opportunity that is considered by a Fund, even if the investment is not consummated, and even if potential co-investors do not agree to pay any share of such expenses. To the limited extent set forth in a Fund's Partnership Agreement, the Adviser is obligated to apportion expenses among a Fund and certain other funds affiliated with the Adviser or General Partner. However, many other types of circumstances may arise. For example, the Adviser (or a member or affiliate thereof) may attempt to create a Special Purpose Vehicle or similar entity that will complete its formation and otherwise be in a position to bear expenses relating to a potential co-investment only if the co-investment is consummated. Thus, there may be no third party that has agreed to share expenses with a Fund if the coinvestment is not consummated, with the result that a Fund may bear all of its expenses notwithstanding that third parties may have benefitted from the opportunity to review, investigate and otherwise assess the potential co-investment. The Adviser or General Partner of any Fund will have no obligation to prevent such circumstances from arising. Additionally, the Adviser, or a related party, may receive fees from investors who co-invest in investment opportunities. Such co-investors may not incur the same fees as Investors who invest via the Adviser’s affiliated Funds and/or Special Purpose Vehicles. Each Fund will generally bear its own organization and operating expenses including, without limitation: (i) organization and syndication costs (subject to a cap); (ii) legal, accounting, administrative, audit, custodial, consulting and other professional fees; (iii) banking, brokerage, broken-deal, registration, finders, depositary and similar fees; (iv) costs incurred in acquiring, holding and selling portfolio securities, including taxes imposed on a Fund as an entity; (v) insurance premiums, indemnifications, and litigation costs; (vi) costs of financial statements, tax returns and other reports; (vii) costs of Fund, General Partner and Adviser compliance with applicable securities laws and registration or licensing laws arising from the management of, or provision of advice to, a Fund; and (viii) costs of Fund meetings. As a general matter, Fund expenses will be allocated equally among all Funds subject to such expenses. In all such cases, subject to applicable legal, contractual or similar restrictions, expense allocation decisions will generally be made by the Adviser or its affiliates using their reasonable judgment, considering such factors as they deem relevant, but in their sole discretion. The allocations of such expenses may not be proportional, and any such determinations involve inherent matters of discretion, e.g., in determining whether to allocate based on the number of Funds receiving related benefits, or proportionately in accordance with asset size. More detailed

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information regarding the fees and expenses paid by the Funds may be found in the offering documents of the Funds. Neither the Adviser nor its employees accept compensation, including sales charges or service fees, from any person for the sale of securities or other investment products.

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The descriptions set forth in this Brochure of specific advisory services that Gotham offers to its Clients, and the investment strategies pursued and investments made by Gotham on behalf of the Funds it currently advises, should not be understood to limit in any way the investment activities that may be pursued by the Adviser or by the General Partner of each entity. The Adviser may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that the Adviser considers appropriate, subject to each Fund's investment objectives and guidelines as set forth in the applicable Fund agreements. The investment strategies pursued are speculative and entail substantial risks. The Funds should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Fund will be achieved. Methods of Analysis and Investment Strategies: The Adviser seeks income and gain through the acquisition, holding, and distribution or other disposition of securities issued by companies in the regulated cannabis industry. Securities shall mean debt, equity and synthetic securities of any type, including warrants, options and instruments evidencing loans entered into by a Fund in the ordinary course of business. Risk Factors: The following identifies certain material risks to the Adviser’s investment strategies and should be carefully evaluated prior to making an investment in any vehicle managed by the Adviser. The following does not purport to identify all possible risks of an investment with the Adviser or to provide a full description of those risks identified. For a fuller discussion of the risks involved in each fund, see the relevant offering documents. Risks Associated with Portfolio Investments. There is no assurance that a Fund's investments will be profitable and there is a substantial risk that a Fund's losses and expenses will exceed its income and gains. Any return on investment to an Investor will depend upon successful investments made on behalf of a Fund by the Adviser. There often will be little or no publicly available information regarding the status and prospects of Portfolio Companies. Many investment decisions by the Adviser will be dependent upon the ability of its members and agents to obtain relevant information from non-public sources, and the Adviser often will be required to make decisions without complete information or in reliance upon information provided by third parties that is impossible or impracticable to verify. Portfolio Companies may have substantial variations in operating results from period to period, face intense or growing competition, and experience failures or substantial declines in value at any stage. Portfolio Companies may need substantial additional capital to support growth or to achieve or maintain a competitive position. Such capital may not be available on attractive terms. A Fund's capital is limited and may not be adequate to protect a Fund from dilution in multiple rounds of Portfolio Company financing.

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The receptiveness of the public market to initial public offerings by a Fund's Portfolio Companies which are engaged in the cannabis industry may vary dramatically from period to period. An otherwise successful Portfolio Company may yield poor investment returns if it is unable to consummate an initial public offering at the proper time. Even if a Portfolio Company effects a successful public offering, a Fund or the Limited Partners may be prevented from disposing of the Portfolio Company's securities for a material period of time due to a contractual "lock-up," applicable law or other restrictions. There can be no guarantee that any Portfolio Company investment will result in a liquidity event via public offering, merger, acquisition or otherwise, and there is a significant risk that a Fund's investments will yield little or no return. Generally, the investments made by a Fund initially will be illiquid and difficult to value, and there will be little or no collateral to protect an investment once made. At the time of a Fund's investment, a Portfolio Company may lack one or more key attributes (e.g., proven technology, appropriate patent protection, marketable product, complete management team, regulatory approvals or strategic alliances) necessary for success. Some Portfolio Companies may be reliant for their success upon regulatory approvals, while others may require changes to existing (or the development of new) regulatory regimes. Regulatory approvals and changed/new regulatory regimes may be costly or difficult or impossible to obtain. It is likely that a Fund will still hold some illiquid securities at the time of a Fund's dissolution, with the result that such securities may be distributed in-kind or sold for a price that reflects their illiquid nature. It is anticipated that a portion of a Fund's investment portfolio will consist of securities issued by publicly traded companies (e.g., as the result of a direct investment in publicly traded securities, an initial public offering effected by a previously private Portfolio Company, or acquisition of a private Portfolio Company by a publicly traded company). The fact that a Portfolio Company is publicly traded will not necessarily reduce the business and other risks associated with an investment in such company. Investments in publicly traded companies often are subject to additional risks, such as increased risks of litigation and greater securities law and other regulatory burdens, as well as risks associated with "insider trading" and similar rules. Risks Associated with Insurance Investments. Investments in insurance companies are subject to significant risks relating to the matching of assets and liability characteristics such as interest rate duration and weighted average life and to credit risk. If assumptions relating to these characteristics prove to be incorrect and an insurance company's assets and liabilities are not appropriately matched, such insurance company's financial condition could be adversely affected, which may have resulting economic and regulatory implications for the Fund. Furthermore, insurance company portfolios tend to have a significant amount of interest rate sensitive instruments. Interest rates are highly sensitive to many factors, including governmental monetary policies and domestic and international economic and political conditions and other factors beyond the Management Company's control. Because of the unpredictable nature of losses that may arise under insurance liabilities, liquidity needs could be substantial and may increase at any time. Changes in interest rates could have an adverse effect on the value of an insurance company investment portfolio and future investment income. For example, changes in interest rates could expose the Fund to prepayment risks on mortgage backed securities. Increases in interest rates will generally decrease the value of investments in fixed-income securities.

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Risks Associated with Private Credit Investments. Investment in the notes of certain companies is exposed to significant credit risk. Issuers or guarantors of such fixed income securities may default on principal or interest payments owed, or the underlying collateral may default on such payments, causing an adverse change in cash flows. An economic downturn affecting the issuers or underlying collateral of these securities, a ratings downgrade affecting the issuers of such securities, or similar trends and issues could cause default rates of the fixed income securities to increase, resulting in losses to the noteholders and equity holders of such insurance companies. Risks Associated with the Cannabis Industry. General Risks. The cannabis industry is a very young and evolving industry with unmitigated exposure to regulation and regulatory changes. The business plan of a Fund is reliant on the continued development of the cannabis industry, which is in turn dependent on continued legislative authorization of cannabis at the state level and policy of non-enforcement at the Federal level. Any number of other factors could slow or halt such development and authorization and cause significant financial damage to a Fund. Government Regulation. A Fund intends to invest in companies that are subject to substantial and diverse laws and regulation by various governmental agencies. In addition, the operation of the Portfolio Companies in which a Fund invests also may rely on state and local government registrations and licenses. The requirements to acquire and maintain these registrations and licenses are generally complex and may result in a dispute over interpretation or enforceability, which may subject the Portfolio Companies to monetary penalties or they may lose their rights to operate their business, or both. Should the Federal government legalize cannabis for medical or recreational use, it is likely that Federal agencies, including the United States Food and Drug Administration, The Bureau of Alcohol, Tobacco, Firearms and Explosives, and/or the Drug Enforcement Administration, would seek to regulate it and issue rules and regulations related to the growth, cultivation, harvesting, processing, marketing and/or sale of cannabis. In the event that any Federal rules or regulations are adopted, the Adviser cannot project the impact of such rules or regulation on the cannabis industry and what costs, operating requirements and possible restrictions would be imposed on the Portfolio Companies. Laws and regulations affecting the cannabis industry are continually changing, which could detrimentally affect the operations of the Portfolio Companies. Local, state and Federal medicinal cannabis laws and regulations are broad in scope and subject to changing interpretations. These changes may require the Portfolio Companies to incur substantial costs associated with legal and compliance fees and ultimately require the Portfolio Companies to alter their business plans. Furthermore, actual or alleged violations of these laws could disrupt the business of the Portfolio Companies and result in a material adverse effect on the investment returns of a Fund and its Partners. The Adviser cannot predict the nature of any future laws, regulations, interpretations or applications. While each Portfolio Company will seek to comply with all laws, including Federal, state and local laws and regulations, there is a possibility that governmental action to enforce any alleged violations may result in legal fees and damage awards that would adversely affect a Portfolio Company's business. Cannabis is a Schedule I controlled substance and its sale and use remains

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Read the rest in the brochure

The Adviser provides investment advice to the privately pooled investment vehicles offered only to qualified investors on a private placement basis. The investment vehicles may include investment partnerships or other investment entities formed under domestic or foreign laws and operated as exempt investment pools under the Investment Company Act of 1940, as amended. Interests in these investment vehicles are offered and sold exclusively to investors satisfying the applicable eligibility and suitability requirements either in private transactions within the United States or in offshore transactions. Typically, these investors are high net worth individuals, institutions and other entities. Minimum commitment levels for each Fund are established by the Fund’s General Partner and are described in each Fund’s offering documents. Such minimums may be waived at the sole discretion of the General Partner.

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As described in Item 5 above, each General Partner generally receives a carried interest allocation on certain profits in the relevant Fund. The fact that the Adviser, the General Partner, or their affiliates are compensated based on the net capital appreciation of Client accounts may create an incentive for the Adviser to make investments on behalf of the Clients that are riskier or more speculative than would be the case in the absence of such compensation. Further, as the Adviser and the General Partners also manage Funds that are charged performancebased compensation in varying percentages, this practice could present a conflict of interest because the Adviser has an incentive to favor accounts for which it receives the highest performance-based compensation. Gotham seeks to address the potential for conflicts of interest with allocation practices that provide that transactions and investment opportunities will be allocated to the Funds in accordance with each Funds’ investment guidelines and offering documents, as well as factors including but not limited to: the size, investment objective, risk tolerance, tax and diversification considerations, and liquidity needs of each Fund. Gotham will determine the allocation of investment opportunities among Funds in a manner that it believes is fair and equitable consistent with Gotham’s fiduciary obligations and taking into consideration factors such as those set forth above. To the extent that Adviser personnel are assigned varying percentages of carried interest from the Funds, such personnel are subject to potential conflicts of interest, to the extent they are involved in identifying investment opportunities as appropriate for Funds from which they are entitled to receive a higher carried interest percentage. The allocation of investment opportunities is monitored by the Adviser’s Chief Compliance Officer (“CCO”).

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The Adviser and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. Neither the Adviser nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator or commodity trading adviser. The Adviser does not recommend or select other investment advisers for the Funds. Material Relationships or Arrangements with Industry Participants and Possible Conflicts of Interest: The Adviser is affiliated with the various Fund General Partners. Additionally, a related party of the Adviser is the Chairman, President, and Chief Executive Officer of a publicly traded cannabis company which is held in certain Advisers Funds. Additionally, the managing member of the Adviser is a member of the Board of Directors of this same publicly traded cannabis company and a significant personal shareholder of this company. Various employees of the Adviser may at any time, serve on Boards of Directors of companies in which any of the Funds may have an investment in. The Adviser may also invest in companies in which the Adviser exercises management control. The Adviser seeks to mitigate any conflicts that may arise due to the relationships above by the use of a Limited Partnership Advisory Committee. Under a Fund’s offering documents, certain transactions that involve conflicts of interest between the Adviser and a Fund may be submitted to a Limited Partner Advisory Committee for resolution. More information about the use of a Limited Partner Advisory Committee can be found in Item 8 above.

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Trading The Adviser has adopted a written Code of Ethics (the “Code”) pursuant to Rule 204A-1 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) which sets forth standards of ethical and business conduct expected of its employees, partners and all supervised persons (the “Personnel”). The Code addresses conflicts that may arise from personal trading by its Personnel as well as other conflicts of interest issues, including personal political activities, gifts and entertainment, and outside business activities. The Code is based upon the premise that all of the Adviser’s Personnel have a fiduciary responsibility to render professional, continuous and unbiased investment advisory service. The Code requires all Personnel to (1) comply with all federal securities laws and other applicable regulations; (2) observe all fiduciary duties and put Client interests ahead of those of Gotham; (3) observe the Adviser’s personal trading policies so as to avoid “front-running” and other conflicts of interests between the Adviser and its Clients; (4) ensure that all personnel have read the Code, agreed to adhere to the Code, and are aware that a record of all violations of the Code will be maintained by the Chief Compliance Officer and that Personnel who violate the Code are subject to sanctions by the Adviser, including termination. Gotham permits Personnel and their family members and dependents to engage in personal account trading subject to compliance to written policies and procedures contained in its Code and in the Adviser’s Personal Trading Policy. The Adviser also maintains a written compliance manual which sets forth additional compliance policies and procedures, including those related to the confidentiality and the handling of material non-public information. The Code of Ethics will be provided to any investor or potential investor upon request. Gotham has adopted policies and procedures that are designed to prevent the misuse of material non-public information (“MNPI”). Gotham personnel may not trade, either personally or on behalf of a Client, on material non-public information or communicate material non-public information to another person in violation of the law. This policy applies to all Gotham personnel and extends to their activities both within and outside their duties at the firm. The Adviser’s employees and related persons and entities may and will, invest in private funds managed by the Adviser and may, hold a substantial portion of a private fund’s assets. Such investments pose a risk that the Adviser, or individuals who are in a position to control the allocation of investment opportunities to the Adviser’s Clients, will favor those private funds in which Gotham’s related persons invest. Additionally, Gotham’s related persons have access to information that is not available to other investors in such private funds. The Adviser or its affiliates may, from time to time, receive fees or other payments from Portfolio Companies, including closing fees, quarterly management fees, monitoring fees (including accelerated monitoring fees), consulting fees, directors’ fees, acquisition and disposition fees, financial advisory fees, financing fees and other similar fees (collectively, “Other Fees”). As described in the relevant offering documents for each Fund, such fees may serve to reduce the

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management fees charged to the Fund. However, as noted in Fund offering documents, such Other Fees shall not include executive, consulting or advisory compensation and directors fees received from a company that has issued publicly traded stock to the extent that such compensation or fees do not exceed the compensation or fees paid by such company to outside directors or other similarly situated executives, consultants or advisors generally (if applicable). Consult the relevant offering documents for exact language as to which Other Fees may serve to reduce a Fund’s management fees. Collection of these Other Fees is not dependent on the performance of the particular Portfolio Company, and therefore may create a conflict of interest between the Adviser and the relevant Fund. Neither the Adviser nor any of its related persons contemplates buying securities from, or selling securities to, a Client Funds as principal (a “principal transaction”). Additionally, it is not contemplated that the Adviser will recommend that one Client purchase securities from, or sell securities to, another Client (a “cross transaction”). In the event the Adviser is contemplating engaging in either a principal transaction or cross transaction, the Adviser will only complete such a transaction in accordance with the requirements of Section 206(3) of the Advisers Act, which include notice to, and consent from, affected Investors, as applicable. While the acquisition of a Portfolio Company by a Fund is typically made as a private securities transaction, it is possible that a Fund may from time to time hold publicly-traded securities. As such, potential conflicts of interest related to personal account trading by the Adviser’s Personnel may arise. The Adviser maintains personal trading policies and procedures that are designed to mitigate these conflicts of interest. The Adviser’s policies and procedures prohibit Personnel from establishing new positions in securities issued by, or related to, Portfolio Companies, as well as from transacting in securities on the Restricted List (as discussed below). Personnel are required to report their securities holdings and no less than annually to the CCO or his or her designee for review. To prevent insider trading and other inappropriate forms of personal trading activities, the Adviser also maintains “Restricted List” procedures. Under these procedures, the CCO will place any securities of publicly-traded companies for which the Adviser believes it has or may have material, non-public information on a “Restricted List.” Personnel must report the receipt of any such information to the CCO, and are strictly prohibited from trading in securities (including, without limitation, equity, debt or options) of an issuer on the Restricted List for their own personal accounts. Personnel must report all personal securities transactions quarterly. Other conflicts of interest related to personal account trading may arise in the future when Adviser Personnel has a relationship that presents a conflict of interest, i.e., a spouse who serves as a director of a public company. The Adviser requires disclosure of any such potential material conflicts.

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The Adviser makes opportunistic private equity investments in private securities as well as in publicly traded securities on behalf of Clients. In situations where the Adviser transacts with broker-dealers, the Adviser will then consider the broker-dealer’s execution capabilities, including block positioning, research, financial stability, ability to maintain confidentiality, delivery and ability to obtain best execution for all Client securities transactions. Additionally, the Adviser will consider the ability of the broker-dealer to transact in securities of publicly traded cannabis companies. The Adviser does not have any soft dollar arrangements in place that would require the Adviser to give a specified amount of brokerage to any broker-dealer. The Adviser may however from timeto-time receive unsolicited research from brokers, dealers and banks. In circumstances in which the Adviser uses such research, the quality and ability to receive research may factor into the selection of broker-dealers executing portfolio trades. Even in these cases, the broker-dealer’s ability to achieve best execution for Clients will remain the primary factor influencing the selection of a broker-dealer. Gotham does not direct client transactions to a particular broker-dealer in return for client referrals. The Adviser does not have directed brokerage arrangements with its Clients. As noted above, given the nature of the investments made by Clients, the Adviser does not typically transact in publicly traded securities. However, in the event that the Adviser has occasion to conduct trading through a broker-dealer for multiple Clients in the same security, it will seek to aggregate orders whenever practicable and cost-efficient. The Adviser will be guided by the Trade Allocation and Aggregation Policy contained in its Compliance Manual in the allocation of aggregated trades.

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Aside from the possible receipt of Other Fees, as described in Item 11, the Adviser does not receive economic benefits from a person who is not a Client for providing investment advice or other advisory services. Gotham or a related person, as mentioned in Item 5, may receive fees from investors who co-invest directly in investment opportunities to which one or more of the Adviser’s Funds and/or Special Purpose Vehicles allocate capital. This has the potential to create a conflict of interests as the coinvestor may pay fees that are more or less, than what the Investors are charged. Co-investments also have the potential to create other conflicts of interests if the co-investor has rights regarding the target company that could put the investment vehicle of the Adviser or a related party at a disadvantage to the rights of the co-investor. Further, multiple Funds managed by the Adviser or a related party may invest in the same target company through different securities of the target company, which may also present conflicts for the Adviser or the relevant related party. Please review the applicable Fund documents for a fuller discussion of possible conflicts regarding coinvestments opportunities. At all times, the Adviser seeks to treat all Investors in a fair and equitable manner despite the inherent discretion that it exercises in such situations. The Adviser may receive certain research or other products or services from broker-dealers. Please see Item 12 for further information on the Adviser’s “soft-dollar” practices, including the Gotham’s procedures for addressing conflicts of interest that arise from such practices.

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This item is not applicable.

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Gotham investment advisory personnel monitors and analyzes the transactions, positions, and investments of Client portfolios no less than monthly to ensure that they conform to the Client’s investment objectives and guidelines. Many investments made by the Funds are private, illiquid and long-term in nature. Accordingly, the review process is not directed toward a short-term decision to dispose of securities. However, the Adviser monitors companies in which the Funds invest. Gotham monitors such companies’ operations, overall performance, financial performance and strategic direction. The Adviser will distribute annual audited financial statements with respect to the previous fiscal year to all Investors within 120 days of relevant Client’s fiscal year end. Gotham will also distribute other interim written reports, including but not limited to, quarterly updates to Investors reviewing the relevant Client’s performance for such calendar quarter.

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The Adviser or an affiliate of the Adviser will be deemed to have custody of assets of one or more of the Funds. Gotham will comply with Advisers Act’s “Custody Rule,” by meeting the conditions of the pooled vehicle annual audit provision. Assets of Gotham Funds are held at a qualified custodian (unless otherwise exempt from such requirement). Annually, upon completion of the relevant Fund’s annual audit, the Adviser will distribute a Fund’s audited financials to Investors within 120 days of a Fund’s fiscal year end. The audit shall be prepared in accordance with U.S. generally accepted accounting principles by an independent public accountant that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board.

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Gotham has discretionary authority, pursuant to investment management agreements in place with Clients, to select the securities and investments to be bought or sold and the amount thereof and the brokers or dealers through which transactions will be executed. Investors generally cannot place any limits on the Adviser’s authority beyond the limitations set forth in the applicable Fund’s offering and governing documents.

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The Adviser has adopted Proxy Voting Policies and Procedures (the “Proxy Policy”) to address how it will either vote, or refrain from voting proxies, as applicable, for the Funds’ portfolio investments in public companies. The Proxy Policy seeks to ensure that Gotham votes or refrains from voting proxies in the best interest of a Fund, including where there may be material conflicts of interest in voting proxies. The Adviser generally believes its interests are aligned with those of each Fund’s investors, for example, through the principals’ beneficial ownership interests in such Fund and therefore will not seek investor approval or direction when voting proxies. In the event that there is, or may be a conflict of interest in voting proxies, the Proxy Policy provides that the Adviser may address the conflict using several alternatives set forth in the Proxy Policy, notably, by subjecting such a vote to the approval of a Limited Partner Advisory Committee. Clients may obtain a copy of the Adviser’s Proxy Voting Policy and proxy voting record by contacting the Adviser.

This item is not applicable.

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