0000950123-10-063211 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 1st, 2010 • FundVantage Trust • Delaware

AGREEMENT made as of June 25, 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 the Asset Management Group of Bank of Hawaii (herein called the “Investment Adviser”), a separately identifiable department or division of Bank of Hawaii (“BOH”).

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FORM OF EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Reimbursement Agreement • July 1st, 2010 • FundVantage Trust

This Agreement is entered into as of the [___] day of July, 2010, between DuPont Capital Management Corporation (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf of DuPont Capital Emerging Markets Fund (the “Fund”).

FEE WAIVER AGREEMENT
Fee Waiver Agreement • July 1st, 2010 • FundVantage Trust

This Agreement is entered into as of the 25th day of June, 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”).

Underwriting Agreement for: FundVantage Trust
FundVantage Trust • July 1st, 2010

Effective as of the closing of the sale of PNC Global Investment Servicing Inc. (“PGIS”), the indirect parent of PFPC Distributors, Inc. to THE BANK OF NEW YORK MELLON CORPORATION by THE PNC FINANCIAL SERVICES GROUP, INC., FundVantage Trust (the “Trust”), on behalf of each series thereof (each a “Fund” and collectively, the “Funds”) and BNY Mellon Distributors Inc. (formerly known as PFPC Distributors, Inc.) (the “Distributor”) hereby enter into this Underwriting Agreement on terms identical to those of the underwriting agreement between the parties effective as of July 19, 2007, as amended, including Exhibit A, as attached hereto and as amended from time to time (the “Existing Agreement”). Except as described below, The terms and conditions of the Existing Agreement are incorporated herein by reference. Capitalized terms used herein without definition have the meanings given them in the Existing Agreement.

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