0000950123-10-033254 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 8th, 2010 • FundVantage Trust • Delaware

AGREEMENT made as of January 31, 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 “Fund”), and PEMBERWICK INVESTMENT ADVISORS, LLC (herein called the “Investment Adviser”).

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FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 8th, 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 “Fund”), and POLEN CAPITAL MANAGEMENT, LLC (herein called the “Investment Adviser”).

AMENDED AND RESTATED EXHIBIT A
FundVantage Trust • April 8th, 2010

THIS AMENDED AND RESTATED EXHIBIT A, dated as of ___, 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 Polen Growth Fund and Olympia American Real Estate Fund.

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 8th, 2010 • FundVantage Trust • New York

AGREEMENT made this 31st day of January, 2010 between Pemberwick Investment Advisors LLC (the “Adviser”) and J.P. Morgan Investment Management Inc. (the “Sub-Adviser”).

AMENDED AND RESTATED EXHIBIT A
FundVantage Trust • April 8th, 2010

THIS AMENDED AND RESTATED EXHIBIT A, dated as of ___, 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 Polen Growth Fund and Olympia American Real Estate Fund.

AMENDED AND RESTATED EXHIBIT A
FundVantage Trust • April 8th, 2010

THIS AMENDED AND RESTATED EXHIBIT A, dated as of , 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 Polen Growth Fund and Olympia American Real Estate Fund.

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