Document

THIS RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of April 26, 2021, between FundVantage Trust, a Delaware statutory trust, on behalf of its separate series listed on Schedule A hereto, severally and not jointly (each, an “Acquiring Fund,” and collectively, the “Acquiring Funds”), and Tidal ETF Trust, a Delaware statutory trust, on behalf of the Gotham Enhanced 500 ETF (the “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

WHEREAS, each Fund is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment company may invest in shares of other registered investment companies, Section 12(d)(1)(B) limits the extent to which a registered investment company, its principal underwriter or registered brokers or dealers may knowingly sell shares of such registered investment company to other investment companies, and Section 12(d)(1)(C) limits the extent to which an investment company may invest in the shares of a registered closed-end investment company;

WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”) permits registered investment companies, such as the Acquiring Funds, to invest in shares of other registered investment companies, such as the Acquired Fund, in excess of the limits of Section 12(d)(1) of the 1940 Act subject to compliance with the conditions of the Rule;

WHEREAS, an Acquiring Fund may, from time to time, invest in shares of the Acquired Fund in excess of the limitations of Section 12(d)(1)(A) in reliance on the Rule; and

NOW THEREFORE, in accordance with the Rule, the Acquiring Funds and the Acquired Fund desire to set forth the following terms pursuant to which each Acquiring Fund may invest in the Acquired Fund in reliance on the Rule.

(a) In order to help reasonably address the risk of undue influence on the Acquired Fund by an Acquiring Fund, and to assist the Acquired Fund’s investment adviser with making the required findings under the Rule, each Acquiring Fund and the Acquired Fund agree as follows:

(i) Timing/advance notice of sales. The Acquiring Fund will use reasonable efforts to spread large sales of Acquired Fund shares over multiple days or to provide advance notification of anticipated sales to the Acquired Fund whenever practicable and consistent with the Acquiring Fund’s best interests. The Acquired Fund acknowledges and agrees that any notification provided pursuant to the foregoing is not a commitment to sell Acquired Fund shares and constitutes an

(ii) Scale of investment. Upon a reasonable request by the Acquired Fund, the Acquiring Fund will provide summary information regarding the anticipated timeline of its investment in the Acquired Fund and the scale of its contemplated investments in the Acquired Fund.

(iii) Acquiring Fund transactions. The Acquiring Fund will buy and sell shares of the Acquired Fund exclusively via secondary market transactions through brokers.

(b) In order to assist the Acquiring Funds’ investment adviser with evaluating the complexity of the structure and fees and expenses associated with an investment by an Acquiring Fund in the Acquired Fund, and to assist the Acquiring Funds’ investment adviser with making the required findings under the Rule, the Acquired Fund shall, upon reasonable request from an Acquiring Fund, provide information on the fees and expenses and portfolio holdings of the Acquired Fund.

In connection with any investment by an Acquiring Fund in the Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to the Acquired Fund; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if the Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

In connection with any investment by an Acquiring Fund in the Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; (iii) promptly notify the Acquired Fund when it has invested in the Acquired Fund in an amount which exceeds the limitations in Section 12(d)(1)(A); and (iv) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in the Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without regard to conflict of law principles, and the applicable provisions of the Act or other federal laws and regulations which may be applicable. To the extent that the applicable laws of the State of Delaware or any of the provisions herein conflict with the

All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered by registered or overnight mail or electronic mail to the address for each party specified below.


If to an Acquiring Fund:						If to the Acquired Fund:

FundVantage Trust						Tidal ETF Trust
Attn: Joel Weiss, President						Attn: Eric Falkeis, President
100 Springdale Rd.						898 North Broadway, Suite 2
Suite A3-416						Massapequa, New York 11758
Cherry Hill, NJ 08003						Email: ericf@tidaletfservices.com
Email: jweiss@jwfundmgmt.com
						With a copy to:
With a copy to:						Toroso Investments, LLC
Gotham Asset Management, LLC						Attn: Daniel Carlson, Chief Compliance
Attn: Louis LaRocca						Officer
535 Madison Avenue 30th Floor						898 North Broadway Suite 2
New York, New York 10022						Massapequa, New York 11758
Email: compliancedistribution@gotham.com						Email: dcarlson@torosoinv.com

(a) This Agreement shall be effective for the duration of the Acquired Fund’s and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 6(b).

(b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Upon termination of this Agreement, an Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule.

(e) The parties may execute this Agreement in multiple counterparts, each of which constitutes an original, and all of which collectively constitute only one Agreement. The signature of all of the parties need not appear on the same counterpart. This Agreement is effective upon delivery of one executed counterpart from each party to the other.

(e) In any action involving an Acquiring Fund under this Agreement, the Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any other Acquiring Fund or any other series of FundVantage Trust.

(f) In any action involving the Acquired Fund under this Agreement, each Acquiring Fund agrees to look solely to the Acquired Fund and not to any other series of Tidal ETF Trust.


Tidal ETF Trust,
on behalf of the Acquired Fund

/s/ Eric Falkeis
Name: Eric Falkeis
Title: Chairman

FundVantage Trust,
on behalf of each Acquiring Fund

/s/ Joel Weiss
Name: Joel Weiss
Title: President


Gotham Absolute Return Fund
Gotham Enhanced Return Fund
Gotham Index Plus Fund
Gotham Enhanced S&P 500 Index Fund