0000950123-10-060664 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 24th, 2010 • FundVantage Trust • Delaware

AGREEMENT made as of [DATE], between FUNDVANTAGE TRUST, a Delaware Statutory Trust (herein called the “Trust”) on behalf of each series of the Trust set forth on Schedule A to this Agreement (each a “Fund” and, collectively, the “Funds”), and BOSTON ADVISORS, LLC (herein called the “Investment Adviser”).

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FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 24th, 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 (the “Funds”), and CUTWATER ASSET MANAGEMENT (herein called the “Investment Adviser”).

AMENDED AND RESTATED EXHIBIT A
FundVantage Trust • June 24th, 2010

THIS AMENDED AND RESTATED EXHIBIT A, dated as of June 11, 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 Boston Advisors Broad Allocation Strategy Fund, Polen Growth Fund, Olympia American Real Estate Fund, and DuPont Capital Emerging Markets Fund.

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • June 24th, 2010 • FundVantage Trust

This Agreement is entered into as of the [___]th day of June, 2010, between Lateef Investment Management, L.P. (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf of Lateef Fund (the “Fund”).

AMENDED AND RESTATED EXHIBIT A
FundVantage Trust • June 24th, 2010

THIS AMENDED AND RESTATED EXHIBIT A, dated as of June 11, 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 Boston Advisors Broad Allocation Strategy Fund, Polen Growth Fund, Olympia American Real Estate Fund, and DuPont Capital Emerging Markets Fund.

AMENDED AND RESTATED EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Expense Limitation/Reimbursement Agreement • June 24th, 2010 • FundVantage Trust

THIS AGREEMENT entered into as of the 18th day of June, 2008, as amended and restated June [___], 2010, between PIEDMONT INVESTMENT ADVISORS, LLC (the “Adviser”) and FUNDVANTAGE TRUST (the “Trust”), on behalf of Corverus Strategic Equity Fund (the “Fund”).

FORM OF EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Reimbursement Agreement • June 24th, 2010 • FundVantage Trust

This Agreement is entered into as of the [___]th day of [___], 2010, between Cutwater Investors Services Corp. (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf of Cutwater High Yield Fund, Cutwater Multi-Sector Inflation Protection Fund, Cutwater Investment Grade Bond Fund and Cutwater Municipal Bond Inflation Protection Fund (the “Funds”).

FORM OF EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Reimbursement Agreement • June 24th, 2010 • FundVantage Trust

THIS AGREEMENT is entered into as of the [___] day of [___], 2010, between BOSTON ADVISORS, LLC (the “Adviser”) and FUNDVANTAGE TRUST (the “Trust”), on behalf of the Boston Advisors US Small Cap Equity Fund, the Boston Advisors International Equity Fund and the Boston Advisors Broad Allocation Strategy Fund (the “Funds”).

AMENDED AND RESTATED EXHIBIT A
FundVantage Trust • June 24th, 2010

THIS AMENDED AND RESTATED EXHIBIT A, dated as of June 11, 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 Boston Advisors Broad Allocation Strategy Fund, Polen Growth Fund, Olympia American Real Estate Fund, and DuPont Capital Emerging Markets Fund.

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