0000950123-09-039443 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 28th, 2009 • FundVantage Trust • Delaware

AGREEMENT made as of ______, 2009, between FUNDVANTAGE TRUST, a Delaware Statutory Trust (herein called the “Trust”) on behalf of the series of the Trust set forth on Schedule A to this Agreement (the “Fund”), and Pemberwick Investment Advisors LLC. (herein called the “Investment Adviser”).

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FORM OF RED FLAG SERVICES AMENDMENT
Red Flag Services Amendment • August 28th, 2009 • FundVantage Trust

This Red Flags Services Amendment (“Amendment”) is being entered into as of August 1, 2009 (“Effective Date”), by and between PNC Global Investment Servicing (U.S.) Inc. (formerly known as PFPC Inc.) (“PNC”) and the undersigned investment company (the “Fund”) and amends the agreement between PNC and the Fund pursuant to which PNC provides transfer agency services to the Fund, as amended to date (“Existing Agreement”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • August 28th, 2009 • FundVantage Trust

This Agreement is entered into as of the 1st day of September, 2009, between Lateef Investment Management LLC (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf of Lateef Fund (the “Fund”).

FORM OF EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Expense Limitation/Reimbursement Agreement • August 28th, 2009 • FundVantage Trust

THIS AGREEMENT is entered into as of the day of September 2009, between BOSTON ADVISORS, LLC (the “Adviser”) and FUNDVANTAGE TRUST (the “Trust”), on behalf of Boston Advisors US Small Cap Equity Fund and the Boston Advisors International Equity Fund (the “Funds”).

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