0000950123-10-013393 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 16th, 2010 • FundVantage Trust • Delaware

AGREEMENT made as of , 2010, 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 (each, a “Fund”, and together the “Funds”), and ESTABROOK CAPITAL MANAGEMENT LLC(herein called the “Investment Adviser”).

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AMENDED AND RESTATED EXHIBIT A
Transfer Agency Services Agreement • February 16th, 2010 • FundVantage Trust

THIS AMENDED AND RESTATED EXHIBIT A, dated as of , 2010, is Exhibit A to that certain Transfer Agency Services Agreement dated as of July 19, 2007, between PNC Global Investment Servicing Inc. and FundVantage Trust and is amended and restated for the addition of Estabrook Value Fund and Estabrook Investment Grade Fixed Income Fund.

AMENDED AND RESTATED EXHIBIT A
Administration and Accounting Services Agreement • February 16th, 2010 • FundVantage Trust

THIS AMENDED AND RESTATED EXHIBIT A, dated as of , 2010, is Exhibit A to that certain Administration and Accounting Services Agreement dated as of July 19, 2007, between PNC Global Investment Servicing, Inc. and FundVantage Trust and is amended and restated for the addition of Estabrook Value Fund and Estabrook Investment Grade Fixed Income Fund.

FORM OF EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Expense Limitation/Reimbursement Agreement • February 16th, 2010 • FundVantage Trust

This Agreement is entered into as of the ___day of [ ], 2010, between Estabrook Capital Management LLC (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf of Estabrook Value Fund (the “Value Fund”) and Estabrook Investment Grade Fixed Income Fund (the “Fixed Income Fund” and, together with the Value Fund, the “Funds”).

AMENDED AND RESTATED EXHIBIT A
Underwriting Agreement • February 16th, 2010 • FundVantage Trust

THIS AMENDED AND RESTATED EXHIBIT A, dated as of ___, 2010, is Exhibit A to that certain Underwriting Agreement dated as of July 19, 2007, between PFPC Distributors, Inc. and FundVantage Trust and is amended and restated for the addition of Estabrook Value Fund and Estabrook Investment Grade Fixed Income Fund.

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