0000950123-09-074512 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 31st, 2009 • FundVantage Trust • Delaware

AGREEMENT made as of [ ], 2009, 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, L.P. (herein called the “Investment Adviser”).

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AMENDED AND RESTATED EXHIBIT A
FundVantage Trust • December 31st, 2009

THIS AMENDED AND RESTATED EXHIBIT A, dated as of , 2009, 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 Private Capital Management Value Fund.

AMENDED AND RESTATED EXHIBIT A
FundVantage Trust • December 31st, 2009

THIS AMENDED AND RESTATED EXHIBIT A, dated as of , 2009, 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 Private Capital Management Value Fund.

AMENDED AND RESTATED EXHIBIT A
FundVantage Trust • December 31st, 2009

THIS AMENDED AND RESTATED EXHIBIT A, dated as of , 2009, 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 Private Capital Management Value Fund.

FORM OF EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Reimbursement Agreement • December 31st, 2009 • FundVantage Trust

This Agreement is entered into as of the day of [ ], 2010, between Private Capital Management, L.P. (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf of Private Capital Management Value Fund (the “Fund”).

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