0001615774-19-001085 Sample Contracts

TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agency and Shareholder Services Agreement • January 28th, 2019 • FundVantage Trust

This Transfer Agency And Shareholder Services Agreement is made as of October 30, 2018 ("Effective Date") by and between BNY Mellon Investment Servicing (US) Inc. ("BNYM") and FundVantage Trust (the "Investment Company"), on its own behalf and on behalf to each Portfolio of the Investment Company contained on Schedule B, each in its individual and separate capacity. Capitalized terms, and certain noncapitalized terms, not otherwise defined shall have the meanings set forth in Schedule A (Schedule A also contains an index of defined terms providing the location of all defined terms). The term "Agreement" shall mean this Transfer Agency And Shareholder Services Agreement as constituted on the Effective Date, and thereafter as it may be amended from time to time as provided for herein. All references to "Schedule B" herein mean Schedule B attached hereto as constituted on the Effective Date, and thereafter as it may be amended from time to time (deemed or in writing) pursuant to Section 1

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AMENDED AND RESTATED EXPENSE Limitation/reimbursement AGREEMENT
Expense Limitation/Reimbursement Agreement • January 28th, 2019 • FundVantage Trust

This Agreement is entered into as of the 30th day of August, 2013, as amended and restated February 13, 2014, September 1, 2016, December 8, 2016, January 22, 2018, and January 28, 2019 by and between Gotham Asset Management, LLC (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf the Gotham Neutral Fund (the “Fund”).

Amended and Restated EXPENSE Limitation/reimbursement AGREEMENT
Expense Limitation/Reimbursement Agreement • January 28th, 2019 • FundVantage Trust

This Agreement is entered into as of the 30th day of September, 2016, as amended and restated January 28, 2019, by and between Gotham Asset Management, LLC (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf the Gotham Defensive Long Fund (the “Fund”).

Amended and Restated EXPENSE Limitation/reimbursement AGREEMENT
Expense Limitation/Reimbursement Agreement • January 28th, 2019 • FundVantage Trust

This Agreement is entered into as of the 25th day of July, 2014, as amended and restated December 7, 2015, September 1, 2016, January 22, 2018, and January 28, 2019, by and between Gotham Asset Management, LLC (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf the Gotham Absolute 500 Fund (the “Fund”).

Amended and Restated EXPENSE Limitation/reimbursement AGREEMENT
Expense Limitation/Reimbursement Agreement • January 28th, 2019 • FundVantage Trust

This Agreement is entered into as of the 27th day of April, 2017, amended and restated as of August 24, 2018 and January 28, 2019, by and between Arabesque Asset Management Ltd. (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf the Arabesque Systematic Fund (the “Fund”).

Amended And Restated Schedule A Effective December 28, 2018 to the Investment Advisory Agreement Dated November 2, 2010 between FundVantage Trust and Gotham Asset Management, LLC
FundVantage Trust • January 28th, 2019

IN WITNESS WHEREOF, each of the parties hereto has caused this Amended and Restated Schedule A to be executed in its name and on its behalf by its duly authorized representative effective as of the 28th of December, 2018.

Amended and restated EXPENSE Limitation/reimbursement AGREEMENT
Expense Limitation/Reimbursement Agreement • January 28th, 2019 • FundVantage Trust

This Agreement is entered into as of the 1st day of August, 2017, amended and restated as of January 28, 2019, by and between Gotham Asset Management, LLC (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf the Gotham Short Strategies Fund (the “Fund”).

FOURTH AMENDMENT TO UNDERWRITING AGREEMENT
Underwriting Agreement • January 28th, 2019 • FundVantage Trust • Delaware

This Fourth Amendment (the "Amendment") to the Underwriting Agreement dated as of May 31, 2017 (the "Agreement”), by and between Foreside Funds Distributors LLC (“Foreside”), and FundVantage Trust (the “Trust”), is entered into as of October 1, 2018 (the "Effective Date").

Amended and Restated EXPENSE Limitation/reimbursement AGREEMENT
Expense Limitation/Reimbursement Agreement • January 28th, 2019 • FundVantage Trust

This Agreement is entered into as of the 30th day of December, 2016, amended and restated as of January 28, 2019, by and between Gotham Asset Management, LLC (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf the Gotham Enhanced S&P 500 Index Fund (the “Fund”).

Amended and Restated EXPENSE Limitation/reimbursement AGREEMENT
Reimbursement Agreement • January 28th, 2019 • FundVantage Trust

This Agreement is effective as of the 1st of May, 2017, amended and restated as of January 22, 2018 and January 28, 2019, by and between Gotham Asset Management, LLC (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf the Gotham Master Index Plus Fund (formerly, “Gotham Master Long Fund”) (the “Fund”).

FIFTH AMENDMENT TO UNDERWRITING AGREEMENT
Underwriting Agreement • January 28th, 2019 • FundVantage Trust • Delaware

This fifth amendment (the "Amendment") to the Underwriting Agreement dated as of May 31, 2017 (the "Agreement”), by and between Foreside Funds Distributors LLC (“Foreside”), and FundVantage Trust (the “Trust”), is entered into as of December 7, 2018 (the "Effective Date").

Amended and Restated EXPENSE Limitation/reimbursement AGREEMENT
Expense Limitation/Reimbursement Agreement • January 28th, 2019 • FundVantage Trust

This Agreement is entered into as of the tenth day of April 2017, as amended and restated January 28, 2019, by and between TOBAM (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf the TOBAM Emerging Markets Fund (the “Fund”).

Amended and Restated EXPENSE Limitation/reimbursement AGREEMENT
Expense Limitation/Reimbursement Agreement • January 28th, 2019 • FundVantage Trust

This Agreement is entered into as of the 30th day of September, 2016, as amended and restated January 28, 2019, by and between Gotham Asset Management, LLC (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf the Gotham Absolute 500 Core Fund (the “Fund”).

Amended and restated EXPENSE Limitation/reimbursement AGREEMENT
Expense Limitation/Reimbursement Agreement • January 28th, 2019 • FundVantage Trust

This Agreement is entered into as of the 30th day of September, 2016, amended and restated as of January 28, 2019, by and between Gotham Asset Management, LLC (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf the Gotham Enhanced 500 Plus Fund (formerly, the “Gotham Enhanced 500 Core Fund”) (the “Fund”).

Amendment No. 1 To Transfer Agency And Shareholder Services Agreement
Shareholder Services Agreement • January 28th, 2019 • FundVantage Trust

This Amendment No. 1 To Transfer Agency And Shareholder Services Agreement, dated as of December 31, 2018 ("Amendment Effective Date"), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. ("BNYM") and FundVantage Trust (the "Trust"), on its own behalf and on behalf of each Fund listed on Exhibit A to the Amended Agreement (as defined below) (“Amendment”).

EXPENSE Limitation/reimbursement AGREEMENT
Expense Limitation/Reimbursement Agreement • January 28th, 2019 • FundVantage Trust

This Agreement is entered into as of December 28, 2018, by and between Polen Capital Management, LLC (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf the Polen International Small Company Growth Fund (the “Fund”).

Amended and Restated EXPENSE Limitation/reimbursement AGREEMENT
Expense Limitation/Reimbursement Agreement • January 28th, 2019 • FundVantage Trust

This Agreement is entered into as of the 30th day of March, 2016, as amended and restated January 28, 2019, by and between Gotham Asset Management, LLC (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf the Gotham Hedged Plus Fund (the “Fund”).

AMENDED AND RESTATED EXHIBIT A
FundVantage Trust • January 28th, 2019

THIS AMENDED AND RESTATED EXHIBIT A, dated as of December 31, 2018, is Exhibit A to that certain Administration and Accounting Services Agreement dated as of July 19, 2007, between The Bank of New York Mellon (as assigned from BNY Mellon Investment Servicing (US) Inc. on or about June 30, 2017) and FundVantage Trust.

FORM OF Amended and Restated SCHEDULE A DATED DECEMBER 28, 2018 TO THE INVESTMENT ADVISORY AGREEMENT DATED October 19, 2012 BETWEEN FUNDVANTAGE TRUST AND Polen Capital Management, LLC
FundVantage Trust • January 28th, 2019

IN WITNESS WHEREOF, each of the parties hereto has caused this Amended and Restated Schedule A to be executed in its name and on its behalf by its duly authorized representative as of December 28, 2018.

AMENDED AND RESTATED EXPENSE Limitation/reimbursement AGREEMENT
Expense Limitation/Reimbursement Agreement • January 28th, 2019 • FundVantage Trust

This Agreement is entered into as of the 31st day of December, 2015, as amended and restated January 22, 2018, August 31, 2018, and January 28, 2019 by and between Gotham Asset Management, LLC (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf the Gotham Large Value Fund (formerly, the “Gotham Institutional Value Fund”) (the “Fund”).

Amended and Restated EXPENSE Limitation/reimbursement AGREEMENT
Expense Limitation/Reimbursement Agreement • January 28th, 2019 • FundVantage Trust

This Agreement is entered into as of the 30th day of March, 2015, as amended and restated June 1, 2015, December 8, 2016, November 1, 2017 and January 28, 2019, by and between Gotham Asset Management, LLC (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf the Gotham Total Return Fund (the “Fund”).

Amended and Restated EXPENSE Limitation/reimbursement AGREEMENT
Expense Limitation/Reimbursement Agreement • January 28th, 2019 • FundVantage Trust

This Agreement is entered into as of the 30th day of March, 2015, as amended and restated December 7, 2015, March 31, 2016, November 1, 2017, January 22, 2018 and January 28, 2019, by and between Gotham Asset Management, LLC (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf the Gotham Index Plus Fund (the “Fund”).

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Amended and Restated EXPENSE Limitation/reimbursement AGREEMENT
Expense Limitation/Reimbursement Agreement • January 28th, 2019 • FundVantage Trust

This Agreement is entered into as of the 30th day of September, 2016, amended and restated as of January 22, 2018, March 1, 2018 and January 28, 2019, by and between Gotham Asset Management, LLC (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf the Gotham Enhanced Index Plus Fund (formerly, “Gotham Index Core Fund”) (the “Fund”).

Amended and restated EXPENSE Limitation/reimbursement AGREEMENT
Expense Limitation/Reimbursement Agreement • January 28th, 2019 • FundVantage Trust

This Agreement is entered into as of the 30th day of September, 2016, as amended and restated January 28, 2019, by and between Gotham Asset Management, LLC (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf the Gotham Neutral 500 Fund (the “Fund”).

Amended and Restated EXPENSE Limitation/reimbursement AGREEMENT
Expense Limitation/Reimbursement Agreement • January 28th, 2019 • FundVantage Trust

This Agreement is entered into as of the 30th day of September, 2016, as amended and restated January 28, 2019, by and between Gotham Asset Management, LLC (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf the Gotham Hedged Core Fund (the “Fund”).

EXPENSE Limitation/reimbursement AGREEMENT
Expense Limitation/Reimbursement Agreement • January 28th, 2019 • FundVantage Trust

This Agreement made as of January 28, 2019 and effective as of February 1, 2019, by and between Gotham Asset Management, LLC (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf the Gotham Master Neutral Fund (the “Fund”).

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