0001104659-12-051891 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 27th, 2012 • FundVantage Trust • Delaware

AGREEMENT made as of June 1, 2012, 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 HEITMAN REAL ESTATE SECURITIES LLC, a Delaware limited liability company (herein called the “Investment Adviser”).

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INTERIM INVESTMENT ADVISORY AGREEMENT
Interim Investment Advisory Agreement • July 27th, 2012 • FundVantage Trust • Delaware

AGREEMENT effective as of June 8, 2012, 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 POLEN CAPITAL MANAGEMENT, LLC (herein called the “Investment Adviser”).

AMENDED AND RESTATED EXHIBIT A
FundVantage Trust • July 27th, 2012

THIS AMENDED AND RESTATED EXHIBIT A, dated as of May 21, 2012, is Exhibit A to that certain Transfer Agency Services Agreement dated as of July 19, 2007, between BNY Mellon Investment Servicing (US) Inc. and FundVantage Trust.

EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Expense Limitation/Reimbursement Agreement • July 27th, 2012 • FundVantage Trust

This agreement (this “Agreement”) is entered into as of the 1st day of June, 2012, between Heitman Real Estate Securities LLC (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf of Heitman REIT Fund, a series of the Trust, (the “Fund”) (initially capitalized expressions not otherwise defined in this Agreement shall have the meanings ascribed to them in that certain Investment Advisory Agreement dated as of June 1, 2012 by and between the Trust, on behalf of the Fund, and the Adviser).

SECOND AMENDMENT TO UNDERWRITING AGREEMENT
Underwriting Agreement • July 27th, 2012 • FundVantage Trust

This Second Amendment (the “Amendment”) to the Underwriting Agreement (the “Agreement”) dated as of April 1, 2012, by and between FundVantage Trust, a Delaware statutory trust (the “Trust”) and Foreside Funds Distributors, LLC, a Delaware limited liability company (“Foreside”) is entered into as of June 1, 2012 (the “Effective Date”).

AMENDMENT TO UNDERWRITING AGREEMENT
Underwriting Agreement • July 27th, 2012 • FundVantage Trust

This Amendment (the “Amendment”) to the Underwriting Agreement (the “Agreement”) dated as of April 1, 2012, by and between FundVantage Trust, a Delaware statutory trust (the “Trust”) and Foreside Funds Distributors, LLC, a Delaware limited liability company (“Foreside”) is entered into as of May 21, 2012 (the “Effective Date”).

AMENDED AND RESTATED EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Expense Limitation/Reimbursement Agreement • July 27th, 2012 • FundVantage Trust

This Agreement is entered into as of the 23rd day of November, 2010, as amended and restated August 29, 2011, by and between Cutwater Investor Services Corp. (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf of Cutwater Investment Grade Bond Fund (the “Fund”).

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 27th, 2012 • FundVantage Trust

This Agreement is entered into as of the 30th day of August, 2010, as amended and restated August 29, 2011, by and between Lateef Investment Management, L.P. (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf of Lateef Fund (the “Fund”).

FEE WAIVER AGREEMENT
Fee Waiver Agreement • July 27th, 2012 • FundVantage Trust

This Agreement is entered into as of the 30th day of June, 2011, and amended and restated as of June 25, 2012, between the Compak Asset Management, a California corporation (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf of Compak Dynamic Asset Allocation Fund (the “Fund”).

AMENDED AND RESTATED EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Expense Limitation/Reimbursement Agreement • July 27th, 2012 • FundVantage Trust

This Agreement is entered into as of the 22nd day of July, 2010, as amended and restated August 29, 2011, by and between Estabrook Capital Management LLC (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf of the Estabrook Investment Grade Fixed Income Fund (the “Fund”).

AMENDED AND RESTATED EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Expense Limitation/Reimbursement Agreement • July 27th, 2012 • FundVantage Trust

THIS AGREEMENT is entered into as of the 20th day of June 2010, as amended and restated August 29, 2011, by and between POLEN CAPITAL MANAGEMENT, LLC (the “Adviser”) and FUNDVANTAGE TRUST (the “Trust”), on behalf of the Polen Growth Fund (the “Fund”).

AMENDED AND RESTATED EXHIBIT A
FundVantage Trust • July 27th, 2012

THIS AMENDED AND RESTATED EXHIBIT A, effective as of May 21, 2012, is Exhibit A to that certain Administration and Accounting Services Agreement dated as of July 19, 2007, between BNY Mellon Investment Servicing (US) Inc. and FundVantage Trust.

AMENDED AND RESTATED EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Expense Limitation/Reimbursement Agreement • July 27th, 2012 • FundVantage Trust

This Agreement is entered into as of the 2nd day of November, 2010, as amended and restated August 29, 2011, by and between Gotham Asset Management, LLC (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf of each of the series of the Trust set forth on Schedule A to this Agreement (each a “Fund,” and collectively, the “Funds”).

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