AMENDED AND RESTATED SCHEDULE A DATED JULY 25, 2014 TO THE INVESTMENT ADVISORY AGREEMENT DATED NOVEMBER 2, 2010 BETWEEN FUNDVANTAGE TRUST AND GOTHAM ASSET MANAGEMENT, LLC

Exhibit 28(d)(xii)(C)

AMENDED AND RESTATED

SCHEDULE A

DATED JULY 25, 2014

TO THE

INVESTMENT ADVISORY AGREEMENT DATED NOVEMBER 2, 2010

BETWEEN

FUNDVANTAGE TRUST AND GOTHAM ASSET MANAGEMENT, LLC

Series of FundVantage Trust		Effective Date
Gotham Absolute Return Fund		August 28, 2012
Gotham Enhanced Return Fund		May 30, 2013
Gotham Neutral Fund		August 30, 2013
Gotham Absolute 500 Fund		July 25, 2014

IN WITNESS WHEREOF, each of the parties hereto has caused this Amended and Restated Schedule A to be executed in its name and on its behalf by its duly authorized representative as of July 25, 2014.

	FUNDVANTAGE TRUST
	By:	/s/Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	President
	GOTHAM ASSET MANAGEMENT, LLC
	By:	/s/Xxxxx XxXxxxx
	Name:	Xxxxx XxXxxxx
	Title:	General Counsel & CCO

A-1

AMENDED AND RESTATED

SCHEDULE B

DATED JULY 25, 2014

TO THE

INVESTMENT ADVISORY AGREEMENT DATED NOVEMBER 2, 2010

BETWEEN

FUNDVANTAGE TRUST AND GOTHAM ASSET MANAGEMENT, LLC

Investment Advisory Fee Schedule

Fund		Annual Fee as a Percentage of  Fund’s Average Daily Net Assets		Effective Date
Gotham Absolute Return Fund		2.00% (200 basis points)		August 28, 2012
Gotham Enhanced Return Fund		2.00% (200 basis points)		May 30, 2013
Gotham Neutral Fund		2.00% (200 basis points)		August 30, 2013
Gotham Absolute 500 Fund		2.00% (200 basis points)		July 25, 2014

IN WITNESS WHEREOF, each of the parties hereto has caused this Amended and Restated Schedule B to be executed in its name and on its behalf by its duly authorized representative as of July 25, 2014.

	FUNDVANTAGE TRUST
	By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	President
	GOTHAM ASSET MANAGEMENT, LLC
	By:	/s/ Xxxxx XxXxxxx
	Name:	Xxxxx XxXxxxx
	Title:	General Counsel & CCO

B-1