FORM OF AGREEMENT AND PLAN OF REORGANIZATIONForm of Agreement and Plan of Reorganization • March 15th, 2010 • FundVantage Trust • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this [ ] day of [ ], 2010, by and among FUNDVANTAGE TRUST, a Delaware statutory trust, with its principal place of business at 301 Bellevue Parkway, Wilmington, DE 19809 (“FundVantage”), with respect to Tax-Free Securities Fund and Tax-Free Short Intermediate Securities Fund (each an “Acquiring Fund”), each a series of FundVantage, PACIFIC CAPITAL FUNDS, a Massachusetts business trust, with its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219 (“Pacific Capital”), with respect to Tax-Free Securities Fund and Tax-Free Short Intermediate Securities Fund, each a series of Pacific Capital (each an “Acquired Fund” and, collectively with the Acquiring Funds, the “Funds”), and, for purposes of Sections 9.2, 9.3 and 15 only, Bank of Hawaii, a Hawaii banking corporation (“BOH”). The capitalized terms used herein shall have the meaning ascribed to them in this Agreement.
FORM OF FEE WAIVER AGREEMENTFee Waiver Agreement • March 15th, 2010 • FundVantage Trust
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”).
