FORM OF FEE WAIVER AGREEMENT

EXHIBIT (13)(c)

FORM OF

FEE WAIVER AGREEMENT

          This Agreement is entered into as of the       day of [                    ], 2010, between the Asset Management Group of Bank of Hawaii (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf of its series Tax-Free Securities Fund and Tax-Free Short Intermediate Securities Fund (each, a “Fund” and collectively, the “Funds”).

          WHEREAS, the Adviser desires to waive the entire amount of its advisory fee with respect to each Fund, the amount of which is set forth in Schedule B to the Investment Advisory Agreement between the Adviser and the Trust on behalf of each Fund, dated [                    ], 2010 (the “Contractual Advisory Fee”).

          NOW, THEREFORE, the parties agree as follows:

          Fee Reduction. The Adviser agrees to waive the entire amount of the Contractual Advisory Fee.

          Term. The waiver of the Contractual Advisory Fee contemplated in this Agreement shall be effective from the date that the Funds commence operations and shall terminate automatically on the date one year from the date on which the Funds’ registration statement on Form N-1A becomes effective (the “Initial Term”). The parties may extend, modify, renew, or revise this Agreement by mutual written agreement; provided, however, that the Adviser may not terminate this Agreement before the end of the Initial Term without the consent of the Board of Trustees of the Trust.

          Executed as of the date first set forth above.

	Asset Management Group of Bank of Hawaii
	By:
	Name:		Xxxxxxx X. Xxxxxxx
	Title:		Senior Vice President
	FundVantage Trust, on behalf of the Funds
	By:
	Name:		Xxxx Xxxxx
	Title:		President