0001104659-13-066732 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 28th, 2013 • FundVantage Trust • Delaware

AGREEMENT made as of October 19, 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”).

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FORM OF INTERIM INVESTMENT ADVISORY AGREEMENT (Private Capital Management Value Fund)
Interim Investment Advisory Agreement • August 28th, 2013 • FundVantage Trust • Delaware

AGREEMENT made as of , 2013, 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 Private Capital Management, LLC (herein called the “Investment Adviser”).

FOURTH AMENDMENT TO UNDERWRITING AGREEMENT
Underwriting Agreement • August 28th, 2013 • FundVantage Trust

This Fourth 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 28, 2013 (the “Effective Date”).

AMENDED AND RESTATED EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Expense Limitation/Reimbursement Agreement • August 28th, 2013 • FundVantage Trust

THIS AGREEMENT is entered into as of the 29th of December, 2010, as amended and restated August 31, 2013, by and between Timberline Asset Management LLC (formerly, TW Asset Management LLC) (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf of Timberline Small Cap Growth Fund (formerly, TW Small Cap Growth Fund) (the “Fund”).

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • August 28th, 2013 • FundVantage Trust

This Agreement is entered into as of the 30th day of August, 2010, as amended and restated August 31, 2013, by and between Lateef Investment Management, L.P. (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf of Lateef Fund (the “Fund”).

AMENDED AND RESTATED EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Expense Limitation/Reimbursement Agreement • August 28th, 2013 • FundVantage Trust

This agreement (this “Agreement”) is entered into as of the 1st day of June, 2012, as amended and restated August 1, 2013, 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).

AMENDED AND RESTATED EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Expense Limitation/Reimbursement Agreement • August 28th, 2013 • FundVantage Trust

THIS AGREEMENT is entered into as of the 20th day of June 2010, as amended and restated August 31, 2013, by and between POLEN CAPITAL MANAGEMENT, LLC (the “Adviser”) and FUNDVANTAGE TRUST (the “Trust”), on behalf of the Polen Growth Fund (the “Fund”).

THIRD AMENDMENT TO UNDERWRITING AGREEMENT
Underwriting Agreement • August 28th, 2013 • FundVantage Trust

This Third 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 August 27, 2012 (the “Effective Date”).

AMENDED AND RESTATED FEE WAIVER AGREEMENT
Fee Waiver Agreement • August 28th, 2013 • FundVantage Trust

This Agreement is entered into as of the 25th day of June, 2010 and amended and restated as of August 31, 2013, between the Asset Management Group of Bank of Hawaii (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf of its series Pacific Capital Tax-Free Securities Fund and Pacific Capital Tax-Free Short Intermediate Securities Fund (each, a “Fund” and collectively, the “Funds”).

AMENDED AND RESTATED EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Limitation/Reimbursement Agreement • August 28th, 2013 • FundVantage Trust

THIS AGREEMENT is entered into as of the 17th of December, 2008, as amended and restated August 31, 2013, by and between WHV Investment Management, Inc. (formerly, Wentworth, Hauser and Violich, Inc.) (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf of WHV International Equity Fund (the “Fund”).

FORM OF AMENDED AND RESTATED EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Reimbursement Agreement • August 28th, 2013 • FundVantage Trust

THIS AGREEMENT is entered into as of the 25th day of January, 2011, as amended and restated August 31, 2013, by and between BOSTON ADVISORS, LLC (the “Adviser”) and FUNDVANTAGE TRUST (the “Trust”), on behalf of the Boston Advisors Broad Allocation Strategy Fund (the “Fund”).

AMENDED AND RESTATED EXHIBIT A
FundVantage Trust • August 28th, 2013

THIS AMENDED AND RESTATED EXHIBIT A, effective as of March 21, 2013, 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 • August 28th, 2013 • FundVantage Trust

This Agreement is entered into as of the 11 day of August, 2010, as amended and restated August 31, 2013, between DuPont Capital Management Corporation (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf of DuPont Capital Emerging Markets Fund (the “Fund”).

AMENDED AND RESTATED EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Limitation/Reimbursement Agreement • August 28th, 2013 • FundVantage Trust

THIS AGREEMENT is entered into as of the 30th of December 2010, as amended and restated August 31, 2013, by and between WHV Investment Management, Inc. (formerly, Wentworth, Hauser and Violich, Inc.) (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf of WHV Emerging Markets Equity Fund (the “Fund”).

AMENDED AND RESTATED EXHIBIT A
FundVantage Trust • August 28th, 2013

THIS AMENDED AND RESTATED EXHIBIT A, dated as of March 21, 2013, 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.

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