Exhibit (d)(xxvii)
FORM OF
INVESTMENT
ADVISORY AGREEMENT
AGREEMENT made as of [•], 2020
by and between FundVantage Trust, a Delaware statutory trust (the “Trust”), and Madison Avenue Financial Solutions, LLC
(the “Adviser”).
WHEREAS, the Trust is an open-end,
diversified management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”),
consisting of several series of shares, each having its own investment policies; and
WHEREAS, the Trust desires to retain
the Adviser to render investment management services with respect to the series listed on Schedule A of this Agreement as
may be amended from time to time (the “Funds” and each, a “Fund”), and the Adviser is willing to
render such services:
NOW, THEREFORE, in consideration of
mutual covenants herein contained, the parties hereto agree as follows:
1. Duties
of Adviser
a. Investment
Management. The Trust employs the Adviser, subject to the oversight of the Board of Trustees of the Trust (the “Board”),
to manage the investment and reinvestment of the assets of each Fund, and to continuously review, supervise, and administer the
investment program of each Fund and to determine in its discretion the securities to be purchased or sold subject always to the
provisions of the Trust’s Agreement and Declaration of Trust, the Trust’s By-Laws, and the Trust’s registration
statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933,
as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the
“Commission”), and to the investment objectives, policies, and restrictions of each Fund, as from time to time
shall be in effect. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments
in any way shall limit the right of the Board to establish or revise policies in connection with the management of each Fund assets
or to otherwise to exercise the Board’s right to control the overall management of the Fund. As applicable and appropriate,
and without limiting the generality of the foregoing, the Adviser has the authority to open accounts and enter into trading agreements
on behalf of each of the Funds and to adhere on each Fund’s behalf to the applicable International Swaps & Derivatives
Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and to enter
into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution
facilities (i.e., “SEFs”).
b. Compliance.
The Adviser agrees to comply with the requirements of the 1940 Act, the Investment Advisers Act of 1940, as amended (the “Advisers
Act”), the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Commodity
Exchange Act, and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal
and state laws, rules, regulations, and case law that relate to the services and relationships described hereunder and to the conduct
of the Adviser’s business as a registered investment adviser. The Adviser also agrees to comply with the objectives, policies,
and restrictions set forth in the Registration Statement, as amended or supplemented, of the Funds, and with any relevant policies,
guidelines, instructions, and procedures approved by the Board and provided to the Adviser. In selecting a Fund’s portfolio
securities and performing the Adviser’s obligations hereunder, the Adviser shall cause each Fund to comply with the diversification
and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”),
for qualification as a regulated investment company. The Adviser shall maintain compliance procedures that the Adviser reasonably
believes are adequate to ensure the Adviser’s compliance with the foregoing. No supervisory activity undertaken by the Board
shall limit the Adviser’s full responsibility for any of the foregoing.
c. Proxy
Voting. The Board has the authority to determine how proxies with respect to securities that are held by each Fund shall be
voted, and the Board has determined to delegate such authority and responsibility to vote proxies for the Funds’ securities
to the Adviser. So long as proxy voting authority for the Funds has been delegated to the Adviser, the Adviser shall exercise the
Adviser’s proxy voting responsibilities. The Adviser shall carry out said responsibilities in accordance with any instructions
that the Board provides from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and
the Adviser’s fiduciary responsibilities. The Adviser shall provide periodic reports and keep those records relating to proxy
voting as the Board reasonably may request or as may be necessary for the Funds to comply with the 1940 Act and other applicable
law. Any said delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time.
The Adviser is authorized to instruct the
Funds’ custodian and/or broker(s) promptly to forward to the Adviser or designated service provider copies of all proxies
and shareholder communications relating to securities held in the portfolios of the Funds (other than materials relating to legal
proceedings against the Funds). The Adviser may also instruct the Funds’ custodian and/or broker(s) to provide reports of
holdings in the portfolios of the Funds. The Adviser has the authority to engage a service provider to assist with administrative
functions related to voting Fund proxies. The Trust shall direct the Funds’ custodian and/or broker(s) to provide any assistance
requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to
vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser’s
written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser’s discretion, refraining
from voting would be in the best interests of a Fund and the Fund’s shareholders as determined on a case-by-case basis.
d. Recordkeeping.
The Adviser shall not be responsible for the provision of administrative, bookkeeping, or accounting services to the Funds, except
as otherwise provided herein or as may be necessary for the Adviser to supply to the Trust or the Trust’s Board the information
required to be supplied under this Agreement.
The Adviser shall maintain separate books
and detailed records of all matters pertaining to Fund assets advised by the Adviser required by Rule 31a-1 under the 1940 Act
(other than those records being maintained by any administrator, custodian, or transfer agent appointed by the Trust) relating
to the Adviser’s responsibilities provided hereunder with respect to the Funds, and shall preserve said records for the periods
and in a manner prescribed therefore by Rule 31a-2 under the 1940 Act (hereinafter, the “Fund Books and Records”).
The Fund Books and Records shall be available to the Board at any time upon request, shall be delivered to the Trust upon the termination
of this Agreement, and shall be available without delay during any day the Trust is open for business.
e. Holdings
Information and Pricing. The Adviser shall provide regular reports to the Board regarding Fund holdings, and, on the Adviser’s
own initiative, may furnish the Trust and the Trust’s Board from time to time with whatever information the Adviser believes
is appropriate for this purpose. The Adviser agrees to notify the Trust promptly if the Adviser reasonably believes that the value
of any security held by the Fund may not reflect fair value. The Adviser agrees to provide, upon request, any pricing information
of which the Adviser is aware to the Trust, the Trust’s Board, and/or any Fund pricing agent to assist in the determination
of the fair value of any Fund holdings for which market quotations are not readily available or as otherwise required in accordance
with the 1940 Act or the Trust’s valuation procedures for the purpose of calculating a Fund net asset value in accordance
with procedures and methods established by the Board.
f. Cooperation
with Agents of the Trust. The Adviser agrees to cooperate with and provide reasonable assistance to the Trust, any Trust custodian
or foreign sub-custodians, any Trust pricing agents, and all other agents and representatives of the Trust with respect to such
information regarding the Funds as said entities reasonably may request from time to time in the performance of said entities’
obligations, to provide prompt responses to reasonable requests made by said persons, and to establish appropriate interfaces with
each so as to promote the efficient exchange of information and compliance with applicable laws and regulations.
2. Code
of Ethics. The Adviser has adopted a written code of ethics that the Adviser reasonably
believes complies with the requirements of Rule 17j-1 under the 1940 Act (“Rule 17j-1”) and which the Adviser
has provided to the Trust. The Adviser shall ensure that the Adviser’s “Access Persons” (as that term is defined
in the Adviser’s Code of Ethics) comply in all material respects with the Adviser’s Code of Ethics, as in effect from
time to time. Upon request, the Adviser shall provide the Trust with (i) a copy of the Adviser’s current Code of Ethics,
as in effect from time to time, and (ii) a certification that the Adviser has adopted procedures reasonably necessary to prevent
the Adviser’s Access Persons from engaging in any conduct prohibited by the Adviser’s Code of Ethics. Annually, the
Adviser shall furnish a written report to the Trust’s Board concerning the Adviser’s Code of Ethics, which annual
report shall comply with the requirements of Rule 17j-1. The Adviser shall respond to requests for information from the Trust
as to violations of the Code by Access Persons and the sanctions imposed by the Adviser. The Adviser immediately shall notify
the Trust of any material violation of the Code, whether or not said violation relates to a security held by a Fund.
3. Information
and Reporting. The Adviser shall provide the Trust and the Trust’s officers
with such periodic reports concerning the obligations that the Adviser has assumed under this Agreement as the Trust from time
to time reasonably may request.
a. Notification
of Breach / Compliance Reports. The Adviser shall notify the Trust’s chief compliance officer immediately upon detection
of: (i) any material failure to manage a Fund in accordance with the Fund’s investment objectives and policies or any applicable
law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines, or procedures. In addition,
the Adviser shall provide a quarterly report regarding each Fund’s compliance with the Fund’s investment objectives
and policies, applicable law, including, but not limited to, the 1940 Act and the diversification and source of income rules of
Subchapter M of the Code, and the Fund’s policies, guidelines, or procedures as applicable to the Adviser’s obligations
under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board reasonably
may request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting
certifications in connection with certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx
Act of 2002, as amended. The Adviser shall promptly notify the Trust in the event that: (A) the Adviser is served or otherwise
receives notice of any action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, public
board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class
by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state
securities laws; or (B) an actual change in control of the Adviser resulting in an “assignment” (as that term is defined
in the 1940 Act) has occurred or otherwise is proposed to occur.
b. Board
and Filings Information. The Adviser shall provide the Trust with any information reasonably requested regarding the Adviser’s
management of the Funds required for any meeting of the Board, or for any shareholder report, Form N-CSR, Form N-Q, Form N-PX,
Form N-SAR, Form N-CEN, Form N-PORT, amended registration statement, proxy statement, or prospectus supplement or other regulatory
filing to be filed by the Trust with the Commission. The Adviser shall make the Adviser’s officers and employees available
to meet with the Board from time to time on due notice to review the Adviser’s investment management services to the Funds
in light of current and prospective economic and market conditions and shall furnish to the Board such information as may reasonably
be necessary in order for the Board to evaluate this Agreement or any proposed amendments thereto.
c. Transaction
Information. The Adviser shall furnish to the Trust such information concerning portfolio transactions as may be necessary
to enable the Trust or the Trust’s designated agent to perform such compliance testing on the Funds and the Adviser’s
services as the Trust, in the Trust’s sole discretion, may determine to be appropriate. The provision of said information
by the Adviser to the Trust or the Trust’s designated agent in no way relieves the Adviser of the Adviser’s own responsibilities
under this Agreement.
4. Fund
Transactions
a. Principal
Transactions. In connection with purchases or sales of securities for the account of a Fund, neither the Adviser nor any of the
Adviser’s directors, officers, or employees shall act as a principal or agent or receive any commission except as permitted
by the 1940 Act.
b. Placement
of Orders. The Adviser shall have full discretion to select brokers and dealers, open securities accounts, and arrange for the
placing of all orders for the purchase and sale of securities for each Fund’s account with brokers or dealers selected by
the Adviser. In the selection of these brokers or dealers and the placing of these orders, the Adviser is directed at all times
to seek for each Fund the most-favorable execution and net price available under the circumstances. It also is understood that
it is desirable for each Fund that the Adviser have access to brokerage and research services provided by brokers who may execute
brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers, consistent with
Section 28(e) of the 1934 Act and any Commission staff interpretations thereof. The Adviser, therefore, is authorized to place
orders for the purchase and sale of securities for each Fund with these brokers, subject to review by the Board from time to time
with respect to the extent and continuation of this practice. It is understood that the services provided by these brokers may
be useful to the Adviser in connection with the Adviser’s or the Adviser’s affiliates’ services to other clients.
c. Aggregated
Transactions. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of a Fund as
well as other clients of the Adviser, the Adviser, to the extent permitted by applicable law and regulations, may aggregate the
order for securities to be sold or purchased. In said event, the Adviser shall allocate securities or futures contracts so purchased
or sold, as well as the expenses incurred in the transaction, in the manner the Adviser reasonably considers to be equitable and
consistent with the Adviser’s fiduciary obligations to a Fund and to such other clients under the circumstances.
d. Affiliated
Brokers. The Adviser or any of the Adviser’s affiliates may act as broker in connection with the purchase or sale of
securities or other investments for a Fund, subject to: (a) the requirement that the Adviser seek to obtain best execution and
price within the policy guidelines determined by the Board and as set forth in the Fund’s current Registration Statement;
(b) the provisions of the 1940 Act; (c) the provisions of the Advisers Act; (d) the provisions of the 1934 Act; and (e) other provisions
of applicable law. These brokerage services are not within the scope of the duties of the Adviser under this Agreement. Subject
to the requirements of applicable law and any procedures adopted by the Board, the Adviser or the Adviser’s affiliates may
receive brokerage commissions, fees, or other remuneration from the Fund for these services in addition to the Adviser’s
fees for services under this Agreement.
5. Custody.
Nothing in this Agreement shall permit the Adviser to take or receive physical possession of cash, securities, or other investments
of a Fund.
6. Allocation
of Charges and Expenses
a. The
Adviser shall bear the Adviser’s own costs of providing services hereunder. Other than as herein specifically indicated,
the Adviser shall not be responsible for the Fund’s expenses, including brokerage and other expenses incurred in placing
orders for the purchase and sale of securities and other investment instruments.
b. Unless
the Trust, in respect of a Fund, has adopted a shareholder distribution or service plan pursuant to Rule 12b-1 under the 1940 Act
or otherwise permitted by law, (i) the Adviser shall pay all expenses of printing and mailing reports, prospectuses, statements
of additional information, and sales literature relating to the solicitation of prospective investors in such Fund and (ii) the
Trust shall pay all expenses relating to mailing to existing shareholders prospectuses, statements of additional information, proxy
solicitation material and shareholder reports in respect of such Fund.
7. Representations,
Warranties, and Covenants
a. Properly
Registered. The Adviser is registered as an investment adviser under the Advisers Act, and shall remain so registered for the
duration of this Agreement. The Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated
by this Agreement, and, to the best knowledge of the Adviser, there is no proceeding or investigation that is reasonably likely
to result in the Adviser being prohibited from performing the services contemplated by this Agreement. The Adviser agrees promptly
to notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to an
investment company. The Adviser is in compliance in all material respects with all applicable federal and state law in connection
with the Adviser’s investment management operations.
b. ADV
Disclosure. The Adviser has provided the Trust with a copy of Part I of the Adviser’s Form ADV, as most-recently filed
with the Commission, and with a copy of Part II of the Adviser’s Form ADV, as most-recently updated, and, promptly after
filing any amendment to the Adviser’s Form ADV with the Commission or updating Part II of the Adviser’s Form ADV, shall
furnish a copy of said amendments or updates to the Trust. The information contained in the Adviser’s Form ADV is accurate
and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made,
in light of the circumstances under which said statements were made, not misleading.
c. Fund
Disclosure Documents. The Adviser has reviewed, and in the future shall review, the Registration Statement, summary prospectus,
prospectus, statement of additional information, periodic reports to shareholders, reports and schedules filed with the Commission
(including any amendment, supplement, or sticker to any of the foregoing), and advertising and sales material relating to the Funds
(collectively, the “Disclosure Documents”), and represents and warrants that said Disclosure Documents contain
or shall contain no untrue statement of any material fact relating to the Adviser and the Adviser’s affiliates, each Fund’s
investment strategies and related risks, and other information supplied by the Adviser for inclusion therein, and do not and shall
not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading.
d. Use
Of Name. The Adviser has the right to use its name in connection with the Adviser’s services to the Trust and, subject
to the terms set forth in Section 8 of this Agreement, the Trust shall have the right to use the Adviser’s name in
connection with the management and operation of the Funds until this Agreement is terminated as set forth herein. The Adviser is
not aware of any threatened or existing actions, claims, litigation, or proceedings that adversely would affect or prejudice the
rights of the Adviser or the Trust to use its name.
e. Insurance.
The Adviser maintains errors and omissions insurance coverage in an appropriate amount and shall provide prior written notice to
the Trust: (i) of any material changes in the Adviser’s insurance policies or insurance coverage; or (ii) if any material
claims will be made on the Adviser’s insurance policies. Furthermore, the Adviser, upon reasonable request, shall provide
the Trust with any information that the Trust reasonably may require concerning the amount of or scope of said insurance.
f. No
Detrimental Agreement. The Adviser represents and warrants that the Adviser has no arrangement or understanding with any party,
other than the Trust, that would influence the decision of the Adviser with respect to the Adviser’s selection of securities
for a Fund, and that all selections shall be done in accordance with what is in the best interest of the Fund.
g. Conflicts.
The Adviser shall act honestly, in good faith, and in the best interests of the Trust, including requiring any of the Adviser’s
personnel with knowledge of Fund activities to place the interest of each Fund first, ahead of said personnel’s own interests,
in all personal trading scenarios that may involve a conflict of interest with the Fund, consistent with the Adviser’s fiduciary
duties under applicable law.
h. Representations.
The representations and warranties in this Section VII shall be deemed to be made on the date that this Agreement is executed
and at the time of delivery of the quarterly compliance report required by Section III of this Agreement, whether or not
specifically referenced in said report.
8. License
of Adviser’s Name. The Adviser grants to the Trust a license to use its name
or any portion thereof (the “Name”) as part of the name of the Fund for the duration of this Agreement. The foregoing
authorization by the Adviser to the Trust to use the Name as part of the name of the Fund is not exclusive of the right of the
Adviser itself to use, or to authorize others to use, the Name; the Trust acknowledges and agrees that, as between the Trust and
the Adviser, the Adviser has the right to use, or authorize others to use, the Name. At the request of the Adviser, the Trust
shall change the name of a Fund within thirty (30) days of the Trust’s receipt of the Adviser’s request and
thereafter shall not transact any business using the Name in the name of the Fund.
9. Compensation
of the Adviser.
a. For
the services to be rendered by the Adviser as provided in Sections I and II of this Agreement, the Trust shall pay to the
Adviser compensation at the rate specified in Schedule A which is attached hereto and made a part of this Agreement. Such
compensation shall be paid to the Adviser at the end of each month, and calculated by applying a daily rate, based on the annual
percentage rates as specified in the attached Schedule(s), to the assets.
b. The
fee shall be based on the average daily net assets for the month involved. The method for determining average daily net assets
of a Fund for purposes hereof shall be the same as the method for determining net assets for purposes of establishing the offering
and redemption prices of Fund shares as described in the Fund’s prospectus. In the event of termination of this Agreement,
the fee provided in this Section shall be computed on the basis of the period ending on the last business day on which this Agreement
is in effect subject to a pro rata adjustment based on the number of days elapsed in the current month as a percentage of the total
number of days in said month.
c. All
rights of compensation under this Agreement for services performed as of the termination date shall survive the termination of
this Agreement.
10. Independent
Contractor. In the performance of the Adviser’s duties hereunder, the Adviser
is and shall be an independent contractor and, unless otherwise expressly provided herein or otherwise authorized in writing,
shall have no authority to act for or represent the Trust or the Funds in any way or otherwise be deemed to be an agent of the
Trust or the Funds. The services of the Adviser to the Trust are not to be deemed exclusive, and the Adviser shall be free to
render similar services to others so long as its services to the Trust are not impaired thereby.
11. If
any occasion should arise in which the Adviser gives any advice to the Adviser’s clients concerning the shares of a Fund,
the Adviser shall act solely as investment counsel for said clients and not in any way on behalf of the Fund.
12. Assignment
and Amendments
a. This
Agreement automatically shall terminate, without the payment of any penalty, in the event of the Agreement’s “assignment”
(as that term is defined in Section 2(a)(4) of the 1940 Act); provided, that said termination shall not relieve the Adviser of
any liability incurred hereunder.
b. This
Agreement may not be added to or changed orally and may not be modified or rescinded except by a writing signed by the parties
hereto and in accordance with the 1940 Act, when applicable.
13. Duration
and Termination. This Agreement shall become effective as of the date executed
and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 13.c, hereof, and
unless terminated automatically as set forth in Section 13.c hereof or until terminated as follows:
a. The
Trust may cause this Agreement to terminate either (i) by vote of the Trust’s Board or (ii) with respect to a Fund, upon
the affirmative vote of a majority of the outstanding voting securities of the Fund; or
b. The
Adviser at any time may terminate this Agreement by not more than sixty (60) days’ nor less than thirty (30)
days’ written notice delivered or mailed by registered mail, postage prepaid, to the Trust; or
c. This
Agreement automatically shall terminate two years from the date of the Agreement’s execution unless the Agreement’s
renewal specifically is approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote
of said Trustees who are not interested persons of the Trust as that term is defined in Section 2(a)(19) of the 1940 Act or the
Adviser, at an in-person meeting called for the purpose of voting on said approval; or (ii) the vote of a majority of the outstanding
voting securities of each Fund; provided, however, that, if the continuance of this Agreement is submitted to the shareholders
of a Fund for the shareholders’ approval and said shareholders fail to approve said continuance of this Agreement as provided
herein, the Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations
thereunder; and
d. Termination
of this Agreement pursuant to this Section shall be without payment of any penalty.
e. In
the event of termination of this Agreement for any reason, the Adviser, immediately upon notice of termination or on such later
date as may be specified in said notice, shall cease all activity on behalf of each of the Funds and with respect to any of the
Fund’s assets, except as otherwise required by any fiduciary duties of the Adviser under applicable law. In addition, the
Adviser shall deliver the Fund Books and Records to the Trust by such means and in accordance with such schedule as the Trust shall
direct, and otherwise shall cooperate, as reasonably directed by the Trust, in the transition of portfolio asset management to
any successor of the Adviser.
14. Limitation
of Liability of the Adviser. The duties of the Adviser shall be confined to those
expressly set forth herein, and no implied duties are assumed by or may be asserted against the Adviser hereunder other than those
duties required to fulfill the Adviser’s fiduciary duties. The Adviser shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder,
except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason
of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable
state law or federal securities law which cannot be waived or modified hereby. (As used in this Section 14, the term “Adviser”
shall include directors, officers, employees and other corporate agents of the Adviser as well as that corporation itself).
15. Confidentiality.
a. From
time to time, a party may disclose, exchange, or make available, the party’s “Confidential Information”
(as that term is defined below) to the other parties. For purposes of this Agreement, “Confidential Information” shall
mean any information, data, or materials pertaining to a party’s (“Discloser”) or the party’s affiliates’
or subsidiaries’ business, financial, or internal plans or affairs, regardless of form of communication (whether oral, in
hard copy, electronic, or any other medium whatsoever), and whether furnished before, on, or after the date of this Agreement,
that is not currently available to the general public, and for which the owning party derives actual or potential value from said
unavailability.
b. Confidential
Information shall NOT include: (a) any information that is or becomes generally available to the public through no breach of this
Agreement by recipient (“Recipient”); (b) any information that is disclosed to Recipient on a non-confidential
basis by a third party who, to Recipient’s knowledge after due inquiry, has legitimate possession thereof and the unrestricted
right to make this disclosure; and (c) any information developed by Recipient independently of, and without reference to, any Confidential
Information disclosed by Discloser to Recipient.
c. Recipient
acknowledges that any Confidential Information provided by Discloser shall be used by Recipient solely for purposes related to
the Agreement, and, except as provided in a subsequent written agreement between the parties, the provision of Confidential Information
shall not be construed as creating any express or implied license to develop or otherwise use the Confidential Information in any
manner. Recipient agrees: (i) to take reasonable steps to safeguard the Confidential Information from theft, piracy, or unauthorized
access, and to hold the Confidential Information in strict confidence and secrecy using at least the same level of care and protection
against disclosure as Recipient uses in protecting Recipient’s own confidential and proprietary information; (ii) not to
use the Confidential Information for any purpose other than those purposes related to this Agreement; (iii) not to reveal or disclose
the Confidential Information to any individual, firm, or entity without the prior written consent of Discloser, other than as set
forth in (v) below; (iv) to inform third-party recipients of the confidential nature of the Confidential Information; and (v) to
disclose Confidential Information to Recipient’s officers, directors, representatives, agents, or employees only on a “need-to-know”
basis and to inform these individuals of their obligations under this Agreement, taking such steps as may be reasonable in the
circumstances, or as may be reasonably requested by Discloser, to prevent any unauthorized disclosure, copying, or use of the Confidential
Information. Neither Discloser nor any of Discloser’s officers, directors, employees, or controlling persons make any express
or implied representation or warranty as to the completeness and accuracy of any Confidential Information, and Recipient agrees
that none of these persons shall have any liability to Recipient or any of Recipient’s representatives and agents relating
to or arising from the use of any Confidential Information or for any errors therein or omissions therefrom.
d. Recipient
acknowledges that any Confidential Information provided pursuant to this Agreement constitutes unique, valuable, and special business
of Discloser. Recipient agrees that a violation of any material provision of this Agreement may cause Discloser irreparable injury
for which Discloser would have no adequate remedy at law, and agrees that Discloser may be entitled to seek immediate injunctive
relief prohibiting said violation, without bond, in addition to any other rights and remedies available to Discloser.
e. Neither
party shall be liable for disclosure of Confidential Information made to any court of proper jurisdiction, regulatory, self-regulatory,
governmental agency or examining authority having jurisdiction over either party and pursuant to subpoena, court order, or other
legal process or as otherwise required by law or regulation. Recipient shall provide the Discloser with prompt written notice of
said request or requirement for disclosure, unless prevented by applicable law or regulation. If requested, Recipient shall reasonably
cooperate at Discloser’s expense in defending against any said court or administrative order.
f. It
is understood and agreed that regulators having jurisdiction over any of the parties shall have unrestricted access to all books,
records, files, and other materials in a party’s possession, including the Confidential Information, and disclosure of the
Confidential Information to these persons solely for purposes of supervision or examination may occur without written notice to
or authorization from the Discloser.
16. Severability.
Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall be ineffective, as to said
jurisdiction, to the extent of said invalidity or unenforceability without rendering invalid or unenforceable the remaining terms
or provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement
in any other jurisdiction.
17. Permissible
Interests. Trustees, agents, and shareholders of the Trust are or may be interested
in the Adviser (or any successor thereof) as directors, partners, officers, or shareholders, or otherwise; directors, partners,
officers, agents, and shareholders of the Adviser are or may be interested in the Trust as Trustees, shareholders or otherwise;
and the Adviser (or any successor) is or may be interested in the Trust as a shareholder or otherwise.
18. Notice.
Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the other party at the address listed below, or the last
address furnished by the other party to the party giving notice, if such address is different.
If to the Trust:
FundVantage Trust
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxx
with a copy to:
Xxxxxx Xxxxxxxx LLP
3000 Two Xxxxx Square
00xx xxx Xxxx Xxxxxxx
Xxxxxxxxxxxx, XX
Attn: Xxxx X. Xxxxx, Esq.
if to the Adviser:
Madison Avenue Financial Solutions, LLC
000 X. Xxxxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxx, XX 00000
19. Change
In the Adviser’s Ownership. The Adviser agrees that the Adviser shall notify
the Trust of any anticipated or otherwise reasonably foreseeable change in the ownership of the Adviser within a reasonable time
prior to said change being effected.
20. Governing
Law and Jurisdiction. This Agreement shall be governed by and construed in accordance
with the substantive laws of the State of Delaware, and the Adviser consents to the jurisdiction of courts, both state and federal,
in Delaware, with respect to any dispute under this Agreement.
21. Paragraph
Headings. The headings of paragraphs contained in this Agreement are provided for
convenience only, form no part of this Agreement, and shall not affect this Agreement’s construction.
22. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
[signature page follows]
IN WITNESS WHEREOF, the Parties hereto
have caused this Agreement to be executed as of the day and year first written above.
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FUNDVANTAGE TRUST |
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By: __________________________ |
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Name: Xxxx X. Xxxxx |
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Title: President and CEO |
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Madison Avenue Financial Solutions, LLC |
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|
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By: __________________________ |
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Name: |
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Title: |
[signature page to Investment Advisory
Agreement]
Schedule A
Fund: |
Fee: |
Madison Avenue Financial Solutions Government Money Market Fund |
[●]% |