UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrantx

Filed by a Party other than the Registrant¨

Check the appropriate box:

FUNDVANTAGE TRUST

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

FUNDVANTAGE TRUST

301Bellevue Parkway

Wilmington, DE 19809

May 5,June 19, 2017

SPECIAL MEETING OF SHAREHOLDERS OF

SKYBRIDGE DIVIDEND Value
LATEEF Fund

TO BE HELD ON JUNE15,AUGUST 3, 2017

Dear Shareholder:

A special meeting of shareholders (the “Meeting”) of the SkyBridge Dividend ValueLateef Fund a series of FundVantage Trust (the “Trust”), will be held at the offices of BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon Investment Servicing”), 301 Bellevue Parkway, Wilmington, DE 19809, on June 15,August 3, 2017, at 9:3011:00 a.m. Eastern Time.time. The purpose of the Meeting is set forth in the Notice of Special Meeting of Shareholders following this letter. Included with this letter are the Notice, a Proxy Statementstatement and a proxy card.

We look forward to your attendance at the Meeting, or to receiving your proxy card so that your shares may be voted at the Meeting. To vote, simply fill out the enclosed proxy card – be sure to sign, date and return it to us in the enclosed postage paid envelope. You also have the opportunity to provide voting instructions via telephone or the Internet. To vote by telephone please call the toll-free number located on your proxy card. To vote by using the Internet, please use the link located on your proxy card and follow the on-screen instructions.

Your vote is very important to us. Accordingly, a representative of the Trust or BNY Mellon Investment Servicing may contact you to remind you of the voting deadline.

Thank you for your response and for your continued investment with the Fund.Trust and the Fund..

SKYBRIDGE DIVIDEND ValueLATEEF Fund

of

FundVantage Trust

301 Bellevue Parkway

Wilmington, DE 19809

We encourage you to read the full text of the enclosed Proxy Statement to shareholders (“Proxy Statement”).Statement. For your convenience we also have provided answers to frequently asked questions relating to, and a brief summary of, the proposal to be voted on by shareholders at the special meeting of shareholders to be held on June 15,August3, 2017, or any adjournment or postponement thereof (the “Meeting”). By its very nature, the following “Frequently Asked Questions” section is a summary and is not intended to be as detailed as the discussion found later in the Proxy Statement and relatedproxy materials. For that reason, the information in this section is qualified in its entirety by reference to the enclosed proxy statement to shareholders (“Proxy Statement.Statement”).

FREQUENTLY ASKED QUESTIONS

Q.           What are shareholders being asked to vote upon?

A.           At the Meeting scheduled for June 15,August 3, 2017, you will be asked to approve a new investment advisory agreement between the Trust, on behalf of the SkyBridge Dividend ValueLateef Fund (the “Fund”), and SkyBridge Capital II, LLCLateef Investment Management, L.P. (“SkyBridge”Lateef” or the “Adviser”), the investment adviser to the Fund (“New Agreement”).

Q.           Why am I being asked to vote on a proposed New Agreement?

A.           On January 17,May 5, 2017, the current majority ownersFund’s investment adviser Lateef Investment Management, L.P. (“Lateef” or the “Adviser”) completed a transaction to restructure its management and equity ownership led by certain members of SkyBridge agreed to sell all orthe Adviser’s management team — Mr. Quoc Tran, Chief Investment Officer and Managing Partner of the Adviser and Mr. Eric Winterhalter, Chief Operating Officer and Managing Partner of the Adviser. The restructuring was effected through a series of transactions (the “Transaction”) that resulted in Messrs. Tran and Winterhalter and Lateef MGL Holdings, LLC, a newly-formed subsidiary of the McCarthy Group, LLC (“McCarthy”) (an Omaha-based financial services company) owning substantially all of their membershipthe voting interests in the Adviser to HNA Capital (U.S.) Holding LLC (“HNA”) and TFH Acquisition I LLC (“Transatlantic”). This transaction (the “Transaction”) will, upon closing,through a new general partner, Lateef General Partner, LLC. As a result in a change of control of the Adviser,Transaction, each of Messrs. Tran and Winterhalter and McCarthy became indirect control persons of the Adviser.

In conjunction with HNA holding approximately 51%the Transaction, effective May 5, 2017, Mr. James Tarkenton, resigned from his position at Lateef and, as of SkyBridge’s membership intereststhat date no longer serves as a portfolio manager of the Fund. Also in conjunction with the Transaction, Mr. Ryan Willson, former Chief Executive Officer of Lateef and Transatlantic, together with its affiliate, RON Transatlantic Offshore Limited (which has held 9.09%a Managing Member of SkyBridge’s membership interests since 2013), holding approximately 38%, of SkyBridge’s membership interests. Becausethe Adviser’s former general partner resigned from Lateef.

The consummation of the Transaction will constituteconstituted a change in control (the “Change of Control”) of SkyBridge’sLateef’s advisory business under the Investment Company Act of 1940, as amended (the “1940 Act”), the Transaction will resultresulted in the assignment and automatic termination of the investment advisory agreement between the Trust, on behalf of the Fund, and SkyBridge,Lateef, dated April 7, 201423, 2013 (“CurrentPrior Agreement”). The Transaction is expected to close in the second quarter ofclosed on May 5, 2017.

In anticipation of the assignment and termination of the Current Agreement, atAt an in-person meeting held on March 29 and 30,29-30, 2017, the Board of Trustees of the Trust (“Board”) unanimously approved the New Agreement under which SkyBridgeLateef will serve as investment adviser to the Fund, subject to the New Agreement’sits approval by the Fund’s shareholders. The terms of the New Agreement include a reduction in the maximum annual investment advisory fee payable to Lateef from 1.00% to 0.85% as a percentage of average net assets. The investment advisory fee reduction will become effective upon approval of the New Agreement by shareholders. The 1940 Act, which regulates investment companies such as the Fund, requires a shareholder vote to approve anthe advisory agreement with an investment company’s investment adviser. The New Agreement which is identical to the Current Agreement in all material respects, is expected towill take effect immediately upon the closing of the Transaction.

While the current majority owners of the membership interests in the Adviser will change upon the closing of the Transaction, it is expected that SkyBridge, and the investment advisory services currently provided to the Fund by SkyBridge under the Current Agreement, will remain substantially the same under the New Agreement. As noted above, the terms of the New Agreement are the same in all material respects as those of the Current Agreement, and the investment advisory fee will be the same as the fee currently charged to the Fund. In addition, it is expected that the investment advisory personnel, including the portfolio manager of the Fund, will continue to service the Fund following the closing of the Transaction.

In addition to approving the New Agreement, the Board approved an interim agreement between the Trust, on behalf of the Fund and SkyBridgeLateef (“Interim Agreement”) at the in-person meeting held on March 29 and 30,29-30, 2017. IfBecause the Transaction closesclosed before shareholders approveapproved the New Agreement, the Interim Agreement will permit SkyBridgepermits Lateef to provide uninterrupted services to the Fund during the period between the termination of the CurrentPrior Agreement and the approval of the New Agreement by shareholders. Upon its approval by shareholders, theThe New Agreement will immediately replace the Interim Agreement.Agreement upon the New Agreement’s approval by shareholders.

Other than the time periods covered by the agreements and the reduced investment advisory fee the New Agreement is identical to the CurrentPrior Agreement in all material aspects. The Interim Agreement is identical to the CurrentPrior Agreement and the New Agreement in all material respects except that (i) the Interim Agreement has a maximum term of 150 days, (ii) the Board or a majority of the Fund’s outstanding shares may terminate the Interim Agreement at any time, without penalty, on not more than 10 days’ written notice, and (iii) the compensation earned by the Adviser under the Interim Agreement will be held in an escrow account with the Fund’s custodian or a bank until shareholders approve the New Agreement, after which the amount in the escrow account plus any interest will be paid to the Adviser. If shareholders do not approve the New Agreement within 150 days afterof the Interim Agreement becomes effective, SkyBridgeChange of Control, Lateef will be paid, out of the escrow account, the lesser of: (1) any costs incurred in performing under the Interim Agreement (plus interest earned on that amount while in escrow); or (2) the total amount in the escrow account (plus interest earned).

Neither the New Agreement nor the Interim Agreement will result in changes in the day-to-day management of the Fund by Lateef (except that Mr. Tarkenton will no longer serve as a portfolio manager to the Fund), its investment objective, fees or services provided. During the period between the termination of the Prior Agreement and the approval of the New Agreement by shareholders, Lateef will provide investment advisory services to the Fund under the Interim Agreement. The New Agreement will replace the Interim Agreement upon approval by shareholders.

Q.           Who will manage the Fund prior to the shareholder approval of the proposed New Agreement?

A.           SkyBridgeLateef will continue to provide investment advisory services to the Fund pursuant to either the CurrentPrior Agreement or the Interim Agreement, whichever is in effect at the time.Agreement.

Q.           How does the Change of Control affect me?

A.           As described in greater detail in the Proxy Statement, the New Agreement should have little effect on you as a shareholder of the Fund. SkyBridge will continue to serve as investment adviser to the Fund under the New Agreement, and it is expected that SkyBridge’s investment advisory personnel, and other personnel who provide services to the Fund, will continue to service the Fund as they currently do under the Current Agreement.

HNA and Transatlantic haveLateef has expressed theirits continued commitment to providing for the continuity and growth of the Fund, as well as their commitment to supporting and enhancinginvesting in Lateef to enhance the depth and breadth of SkyBridge’sits advisory business. Accordingly,In addition, if shareholders of the Fund approve the New Agreement the maximum annual investment advisory fee payable to Lateef will be reduced from 1.00% to 0.85% as a percentage of average net assets. While the fees payable by the Fund to Lateef will be reduced, the Change of Control is not expected to have an adverse impact on the services received by the Fund or the operations of SkyBridge, and will not affect the fees payable by the Fund to SkyBridge.Lateef. The Transaction is not expected to result in any change in the investment personnel, investment objectives, policies or processes of the Fund.Fund

Q.           What happens if the proposed New Agreement is not approved?

A.           If the shareholders of the Fund do not approve the New Agreement, at the Meeting or any adjournment or postponement thereof, the Board of Trustees will take such further action as it deems necessary and in the best interests of the shareholders of the Fund.

Q.           How does the Fund’s Board of Trustees recommend that I vote?

A.           After careful consideration, the Board recommends that you vote “FOR”FOR the proposal on the enclosed proxy card.

Q.           What vote is required to approve the proposal?

A.           The New Agreement must be approved by a "vote of a majority of the outstanding voting securities" of the Fund. The "vote of a majority of the outstanding voting securities" is defined in the 1940 Act as the lesser of the vote of (i) 67% or more of the voting securities of the Fund entitled to vote thereon present at the Meeting or represented by proxy, if more than 50% of the Fund's outstanding voting securities are present or represented by proxy; or (ii) more than 50% of the outstanding voting securities of the Fund entitled to vote thereon.

Q.           How do I place my vote?

A.           You may provide the Fund with your vote by mail with the enclosed proxy card, by telephone using the toll-free number listed on your proxy card, by using the Internet, or in person at the Meeting. You may use the enclosed postage-paid envelope to mail your proxy card. Please follow the enclosed instructions to utilize any of these voting methods. If you need more information on how to vote, or if you have any questions, please call the Fund’s proxy solicitation agent at the telephone number below.

Q.           Whom do I call for more information?

A.            Should shareholders require additional information regarding the proxy or a replacement proxy card, they may contact AST Fund Solutions, the Fund’s proxy solicitor, at (877) 283-0321.888-564-8149.

YOUR VOTE IS IMPORTANT. THANK YOU FOR PROMPTLY RECORDING YOUR VOTE.

FUNDVANTAGE TRUST

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS of

SKYBRIDGE DIVIDEND ValueLATEEF Fund

TO BE HELD ON

June 15,AUGUST 3, 2017

Important Notice Regarding the Availability of Proxy Materials for the Meeting to Be Held on June 15,August 3, 2017. The proxy statement is available on the Internet atwww.proxyonline.com/ proxyonline.com/docs/skybridgedividend.pdflateef.pdf or by calling AST Fund Solutions, the Fund’s proxy solicitor, at (877) 283-0321.888-564-8149. The Fund’s annual report is also available on the Fund’s website athttp://www.skybridgecapital.com/investment-solutions/our-funds/mutual-funds. www.lateef.com/lateef-fund-new.

Notice is hereby given that a special meeting of shareholders (the “Meeting”) of SkyBridge Dividend ValueLateef Fund (the “Fund”), a series of FundVantage Trust (the “Trust”), will be held on June 15,August 3, 2017 at 9:3011:00 a.m., Eastern Time, at the offices of BNY Mellon Investment Servicing (US) Inc., 301 Bellevue Parkway, Wilmington, DE 19809, for the following purpose (the “Proposal”):purpose:

Shareholders of record on April 24,May 23, 2017, are entitled to receive notice of and to vote at the Meeting and any postepontment or adjournment (each, an “adjournment”)adjournment(s) thereof. In the event that the necessary quorum to transact business or the vote required to approve the Proposala proposal or other proposal that may properly come before the Meetingproposals is not obtained at the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting, in accordance with applicable law, to permit further solicitation of proxies with respect to the Proposalsuch proposal or other proposals that may properly come before the Meeting.proposals. Any such adjournment as to a matter will require the affirmative vote of the holders of a majority of the shares of beneficial interest (“Shares”) of the Fund present in person or by proxy at the Meeting or an adjournment thereof.

The persons named as proxies will vote“FOR” adjournment those proxies which they are entitled to vote in favor of thea proposal and will vote“AGAINST” adjournment those proxies to be voted against thea proposal.

The Proposalabove proposal is discussed in detail in the Proxy Statement attached to this notice. Each shareholder is invited to attend the Meeting in person. Whether or not you are able to attend the Meeting, we urge you to vote your shares so that the Meeting can be held without additional expense and a maximum number of Shares may be voted. You may vote your shares by using the Internet, by telephone, or by completing the enclosed proxy card and returning by mail in the enclosed postage paid envelope. Voting your shares by using the Internet, by telephone, or by returning the proxy card does not affect your right to vote in person, should you decide to attend the Meeting.

Your vote is important to us. Thank you for taking the time to consider this Proposal.proposal.

By Order of the Board of Trustees of FundVantage Trust,

/s/ Joel L. Weiss

Joel L. Weiss

President

FundVantage Trust

May 5,June 19, 2017

THIS PAGE INTENTIONALLY LEFT BLANK. 

FUNDVANTAGE TRUST

301 BELLEVUE PARKWAY

WILMINGTON, DE 19809

PROXY STATEMENT

DATED MAY5,June 19, 2017

FOR THE SPECIAL MEETING OF SHAREHOLDERS

OF

SKYBRIDGE DIVIDEND ValueLATEEF Fund

TO BE HELD ON June 15,AUGUST 3, 2017

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board”) of FundVantage Trust (the “Trust”), on behalf of SkyBridge Dividend Valuethe Lateef Fund (the “Fund”), a series of the Trust, for use at the special meeting of shareholders of the Fund to be held on June 15,August 3, 2017 at 9:3011:00 a.m. (Eastern Time), at the offices of BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon Investment Servicing”), 301 Bellevue Parkway, Wilmington, DE 19809, and at any adjournmentadjournments or postponementpostponements thereof (the “Meeting”). The Proxy Statement, the Notice of the Special Meeting of Shareholders and proxy card were first mailed to shareholders of the Fund on or about May 8,June 19, 2017.

Purpose of meeting

The Meeting is being called in order to ask shareholders of the Fund to consider and vote on the following proposal (the “Proposal”).

The persons named in the accompanying proxy will vote the number of shares of beneficial interest (“Shares”) of the Fund represented by such proxy as directed or, in the absence of such direction,FOR the Proposal.

Shareholders of record of the Fund as of the close of business on April 24,May 23, 2017 (the “Record Date”) are entitled to attend and to vote at the Meeting. As of the Record Date, the Fund has 39,811,863.81411,509,371.1440 shares issued and outstanding. Shareholders are entitled to one vote for each share held and, each fractional share is entitled to a proportionate fractional vote, with no Shares having cumulative voting rights. Photographic identification will be required for admission to the Meeting.

A copy of the most recent annual report for the Fund is available, without charge, at http://www.skybridgecapital.com/investment-solutions/our-funds/mutual-funds,www.lateef.com/lateef-fund-new, or upon request by writing to the SkyBridge Dividend ValueLateef Fund, FundVantage Trust, c/o BNY Mellon Investment Servicing, P.O. Box 9829, Providence, RI 02940-8029 or by calling (888) 919-6885.(866) 499–2151.

THE PROPOSAL: To approve a new investment advisory agreement
between the Trust, on behalf of the SkyBridge Dividend Value Fund, and
SKYBRIDGE CAPITAL ii, llc

Introduction:

The Board is requesting that the shareholders of the Fund approve a new investment advisory agreement between the Trust, on behalf of the Fund, and SkyBridgeLateef (the “New Agreement”).The New Agreement will not increase advisory fees payable by the Fund to SkyBridge.Lateef. The Board of Trustees unanimously recommends that shareholders vote to approve the New Agreement.

Background:

On January 17,May 5, 2017, the majority ownersFund’s investment adviser Lateef Investment Management, L.P. (“Lateef” or the “Adviser”) completed a transaction to restructure its management and equity ownership led by certain members of SkyBridge agreed to sell all orthe Adviser’s management team — Mr. Quoc Tran, Chief Investment Officer and Managing Partner of the Adviser and Mr. Eric Winterhalter, Chief Operating Officer and Managing Partner of the Adviser. The restructuring was effected through a series of transactions (the “Transaction”) that resulted in Messrs. Tran and Winterhalter and Lateef MGL Holdings, LLC, a newly-formed subsidiary of the McCarthy Group, LLC (“McCarthy”) (an Omaha-based financial services company) owning substantially all of their membershipthe voting interests in SkyBridge to HNA Capital (U.S.) Holding LLC (“HNA”) and TFH Acquisition I LLC (“Transatlantic”). This transaction (the “Transaction”) willthe Adviser through a new general partner, Lateef General Partner, LLC. As a result in a change of control of the Fund’s Adviser,Transaction, each of Messrs. Tran and Winterhalter and McCarthy became indirect control persons of the Adviser.

In conjunction with HNA holding approximately 51%the Transaction, effective May 5, 2017, Mr. James Tarkenton, resigned from his position at Lateef and, Transatlantic, togetheras of that date no longer serves as a portfolio manager of the Fund. Also in conjunction with its affiliate, RON Transatlantic Offshore Limited, which has beenthe Transaction, Mr. Ryan Willson, former Chief Executive Officer of Lateef and a 9.09% minority owner of SkyBridge for four years, holding approximately 38%,Managing Member of the Adviser’s membership interests. Current management of the Adviser will continue to hold approximately 11% of the Adviser’s membership interests. The Transaction is expected to close in the second quarter of 2017. There can be no assurance that the Transaction will be consummated as contemplated. Completion of the sale is subject to the achievement, or waiver, of certain conditions, including the receipt of certain regulatory approvals and a significant level of approval by SkyBridge’s advisory clients of the assignment of their respective advisory agreements with SkyBridge (or other applicable consent).former general partner resigned from Lateef.

Because consummation of the Transaction will constituteconstituted a change in control (the “Change of Control”) of SkyBridge’sLateef’s advisory business with respect to the Fund, under the Investment Company Act of 1940, as amended (the “1940 Act”), the Transaction will resultresulted in the assignment and automatic termination of the investment advisory agreement between the Trust, on behalf of the Fund, and the Adviser, dated April 7, 201423, 2013 (“CurrentPrior Agreement”). Consequently, the Trustees are requesting that shareholders approve the New Agreement to enable SkyBridgeLateef to continue serving as investment adviser to the Fund after the Transaction closes.Fund. The CurrentPrior Agreement was last approved by the Fund’s initial shareholder immediately prior to the Fund’s commencement.shareholders on April 23, 2013.

At the in-person meeting held on March 29 and 30,29-30, 2017, the Board approved the New Agreement, which subject to shareholder approval, willto become effective upon the closing of the Transaction, which is anticipated to occur after shareholder approval of the New Agreement is obtained. Agreement.

In order for SkyBridgeLateef to provide uninterrupted services to the Fund in the eventafter the Transaction closesclosed and before shareholder approval of the New Agreement, is obtained, the Board including a majority of the independent Trustees, approved an interim agreement between the Trust on behalf of the Fund and SkyBridgeLateef (“Interim Agreement”) at the in-person meeting held on March 29 and 30,29-30, 2017. The Interim Agreement will permit SkyBridgewas entered into on May 5, 2017 and permits Lateef to continue to provide investment advisory services to the Fund pursuant to the Interim Agreement during the period between the termination of the CurrentPrior Agreement and the approval of the New Agreement by shareholders. The New Agreement wouldwill then replace the Interim Agreement upon the New Agreement’s approval by shareholders.

A discussion of the basis for the Board’s approval of the New Agreement and the Interim Agreement is included below in the section entitled “Board Consideration in Approving the Interim Agreement and New Agreement.” Approval of the New Agreement will not raise the fees paid by the Fund or the Fund’s shareholders. The New Agreement is identical in all material respects to the Current Agreement.Prior Agreement, with the exception of the reduced advisory fee under the New Agreement, discussed below. The effective date of the New Agreement will be the date shareholders of the Fund approve the New Agreement or the date the Transaction closes if shareholders approve the New Agreement before the Transaction closes.Agreement.

Comparison of the CURRENT agreement,Prior Agreement, Interim Agreement and new agreement

Other than the time periods covered by the agreements and the reduction in the investment advisory fee payable to Lateef, the New Agreement is identical to the CurrentPrior Agreement in all material aspects. The New Agreement provides for a reduction in the maximum annual investment advisory fee payable to Lateef from 1.00% to 0.85% of the Fund’s average daily net assets. The Prior Agreement also provided for asset-based reductions in the investment advisory fee (commonly referred to as “breakpoints”) for services rendered, pursuant to which the Fund will pay Lateef an investment advisory fee, paid monthly, of 1.00% of the Fund’s average daily net assets up to $500 million, 0.95% of the Fund’s average daily net assets of $500 million or more but less than $1 billion, and 0.90% of the Fund’s average daily net assets of $1 billion and over. Unlike , the Prior Agreement, the New Agreement does not provide for breakpoints.

The Interim Agreement is identical to the CurrentPrior Agreement in all material respects except that (i) the Interim Agreement has a maximum term of 150 days, (ii) the Board or a majority of the Fund’s outstanding shares may terminate the Interim Agreement at any time, without penalty, on not more than 10 days’ written notice, and (iii) the compensation earned by the Adviser under the Interim Agreement will be held in an escrow account until shareholders approve the new Agreement, after which the amount in the escrow account plus any interest will be paid to the Adviser. If shareholders do not approve the New Agreement within 150 days, SkyBridgeLateef will be paid, out of the escrow account, the lesser of: (1) any costs incurred in performing under the Interim Agreement (plus interest earned on that amount while in escrow); or (2) the total amount in the escrow account (plus interest earned). The New Agreement will replace the Interim Agreement upon approval by shareholders.

summary of the new agreement

A description of the New Agreement is set forth below and is qualified in its entirety by reference to the form of New Agreement attached hereto as Exhibit A.

General. Subject to the supervision of the Board of Trustees, SkyBridgeLateef will continue to manage the Fund in accordance with the Fund’s investment objective, restrictions and policies as stated in its Prospectus and Statement of Additional Information. SkyBridgeSAI. Lateef will (i) provide a continuous investment program for the Fund, including investment research and management with respect to all securities, investments, cash and cash equivalents in the Fund, (ii) determine from time to time which securities and other investments will be purchased, retained, or sold for the Fund, and (iii) place from time to time the orders for all purchases and sales made for the Fund.

Compensation. For services rendered, the Fund will continue to pay SkyBridgeLateef an investment advisory fee, paid monthly, of 0.75%0.85% of the Fund’s average daily net assets of the Fund.assets.

Brokerage.Subject to SkyBridge’sLateef’s obligation to obtain best price and execution, SkyBridgeLateef has full discretion to select brokers or dealers to effect the purchase and sale of securities on behalf of the Fund. When SkyBridgeLateef places orders for the purchase or sale of securities for the Fund, in selecting brokers or dealers to execute such orders, SkyBridgeLateef is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services for the benefit of the Fund directly or indirectly. SkyBridgeLateef is authorized to cause the Fund to pay brokerage commissions which may be in excess of the lowest rates available to brokers who execute transactions for the Fund or who otherwise provide brokerage and research services utilized by SkyBridge,Lateef, provided that SkyBridgeLateef determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the particular transaction to which the commission relates or SkyBridge’sLateef’s overall responsibilities with respect to accounts as to which SkyBridgeLateef exercises investment discretion.

Liability. SkyBridgeLateef shall not be liable for any loss suffered by the FundTrust in connection with the matters to which the New Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of SkyBridgeLateef in the performance of its duties or from reckless disregard by it of its obligations and duties under the New Agreement (“disabling conduct”). The Fund will indemnify SkyBridgeLateef against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from disabling conduct by SkyBridge.Lateef.

Term. The New Agreement is expected to remain in effect from the date the Transaction closes for an initial two-year term. Thereafter, if not terminated, the New Agreement shall continue for successive annual periods, provided such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees who are not parties to the New Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, orand (b) by the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund.

Amendment.The New Agreement may be amended by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought, and no amendment of the New Agreement affecting the Fund shall be effective, to the extent required by the 1940 Act, until shareholders of the Fund approve such amendment in the manner required by the 1940 Act and the rules thereunder, subject to any applicable orders of exemption issued by the Securities and Exchange Commission.SEC.

Termination. Under the terms of the New Agreement, the New Agreement may be terminated at any time, without the payment of any penalty, by the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, on 60 days prior written notice to SkyBridge,Lateef, or by SkyBridgeLateef at any time, without payment of any penalty, on 90 days prior written notice to the Trust. The New Agreement will immediately terminate in the event of its assignment.

COMPENSATION

The Fund’s advisory fee rate will not changebe reduced under the New Agreement. For services rendered, the Fund will pay the Adviser an annual fee of 0.75%0.85% of the Fund’s average daily net assets. Had this reduced advisory fee been in effect for the fiscal year ended April 30, 2017, the Adviser would have earned gross fees of $2,403,758.55, or 15% less than the Adviser actually earned during the fiscal year ended April 30, 2017.

The Adviser has contractually agreed to reduce its management fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, “Acquired Fund” fees and expenses, interest, extraordinary items and brokerage commissions)commissions in addition to class specific expenses such as 12b-1 distribution fees, shareholder service fees, and transfer agency fees) do not exceed (on an annual basis) 1.25%0.99% with respect to Class A shares, 2.00% with respect to Class C shares and 1.00% with respect to Class I shares of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2018,2017, unless the Board of Trustees approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount.

The following tables set forth the aggregate fees paid to the Adviser by the Fund for services rendered during the fiscal period ended April 30, 2014 and the fiscal years ended April 30, 2015, April 30, 2016 and April 30, 2016:2017:

For the Fiscal Year Ended April 30, 2017

SECTIONSection 3.MANAGEMENT.Subject to the supervision of the Board of Trustees of the Trust, the Investment Adviser will provide for the management of the Fund including (i) the provision of a continuous investment program for the Fund, including investment research and management with respect to all securities, investments, cash and cash equivalents in the Fund, (ii) the determination from time to time of what securities and other investments will be purchased, retained, or sold for the Fund, and (iii) the placement from time to time of orders for all purchases and sales made for the Fund, and (iv) taking such action as the Investment Adviser deems necessary or appropriate for the management of the Fund. The Investment Adviser will provide the services rendered by it hereunder in accordance with the Fund’s investment objectives, restrictions and policies as stated in the Fund’sapplicable Prospectus and SAI,Statement of Additional Information, provided that the Investment Adviser has reasonable prior written notice or knowledge of any changes by the Board of Trustees to such investment objectives, restrictions or policies. The Investment Adviser further agrees that it will render to the Board of Trustees such periodic and special reports regarding the performance of its duties under this Agreement as the Board of Trustees may reasonably request. The Investment Adviser agrees to provide to the Trust (or its agents and service providers) prompt and accurate data with respect to the Fund’s transactions and, where not otherwise available, the daily valuation of securities in the Fund.

SECTIONSection 4.BROKERAGE.Subject to the Investment Adviser’s obligation to obtain best price and execution, the Investment Adviser shall have full discretion to select brokers or dealers to effect the purchase and sale of securities. When the Investment Adviser places orders for the purchase or sale of securities for the Fund, in selecting brokers or dealers to execute such orders, the Investment Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services for the benefit of the Fund directly or indirectly. Without limiting the generality of the foregoing, the Investment Adviser is authorized to cause the Fund to pay brokerage commissions which may be in excess of the lowest rates available to brokers who execute transactions for the Fund or who otherwise provide brokerage and research services utilized by the Investment Adviser, provided that the Investment Adviser determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the particular transaction to which the commission relates or the Investment Adviser’s overall responsibilities with respect to accounts as to which the Investment Adviser exercises investment discretion. The Investment Adviser may aggregate securities orders so long as the Investment Adviser adheres to a policy of allocating investment opportunities to the Fund over a period of time on a fair and equitable basis relative to other clients. In no instance will the Fund’s securities be purchased from or sold to the Trust’s principal underwriter, the Investment Adviser, or any affiliated person thereof, except to the extent permitted by Securities and Exchange Commission (“SEC”)SEC exemptive order or by applicable law.

The Investment Adviser shall report to the Board of Trustees of the Trust at least quarterly with respect to brokerage transactions that were entered into by the Investment Adviser, pursuant to the foregoing paragraph, and shall certify to the Board of Trustees that the commissions paid were reasonable in terms either of that transaction or the overall responsibilities of the Investment Adviser to the Fund and the Investment Adviser’s other clients, and that the total commissions paid by the Fund were reasonable in relation to the benefits to the Fund over the long term. Further, the Investment Adviser will disclose to the Board of Trustees: (i) all material new or amended arrangements it may have with regard to the Fund’sFund securities transactions, (ii) the utilization of “soft dollar commissions” by the Fund and the Investment Adviser with respect to the Fund, and (iii) such other matters as the Board of Trustees may reasonably request.

SECTIONSection 5.CONFORMITY WITH LAW; CONFIDENTIALITY.The Investment Adviser further agrees that it will comply with all applicable rules and regulations of all federal regulatory agencies having jurisdiction over the Investment Adviser in the performance of its duties hereunder. The Investment Adviser will treat confidentially and as proprietary information of the Trust all records and other information relating to the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Investment Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust.

Where the Investment Adviser may bemaybe exposed to civil or criminal contempt proceedings for failure to comply with a request for records or other information relating to the Trust, the Investment Adviser may comply with such request prior to obtaining the Trust’s written approval, provided that the Investment Adviser has taken reasonable steps to promptly notify the Trust, in writing, upon receipt of the request.

The Trust will treat as confidential and not disclose to third parties (other than accountants, attorneys and other service providers who have agreed to preserve the confidence of the information disclosed) all information and advice furnished by the Investment Adviser in connection with this Agreement, except as required by law or with the Investment Adviser’s consent.

SECTIONSection 6.SERVICES NOT EXCLUSIVE.The Investment Adviser and its officers may act and continue to act as investment managers for others, and nothing in this Agreement shall in any way be deemed to restrict the right of the Investment Adviser to perform investment management or other services for any other person or entity, and the performance of such services for others shall not be deemed to violate or give rise to any duty or obligation to the Fund or the Trust.

Nothing in this Agreement shall limit or restrict the Investment Adviser or any of its partners, officers, affiliates or employees from buying, selling or trading in any securities for its or their own account. The Trust acknowledges that the Investment Adviser and its partners, officers, affiliates, employees and other clients may, at any time, have, acquire, increase, decrease, or dispose of positions in investments which are at the same time being acquired or disposed of for the Fund. The Investment Adviser shall have no obligation to acquire for the Fund a position in any investment which the Investment Adviser, its partners, officers, affiliates or employees may acquire for its or their own accounts or for the account of another client, so long as it continues to be the policy and practice of the Investment Adviser not to favor or disfavor consistently or consciously any client or class of clients in the allocation of investment opportunities so that, to the extent practical, such opportunities will be allocated among clients over a period of time on a fair and equitable basis.

The Investment Adviser agrees that this Section 6 does not constitute a waiver by the Trust of the obligations imposed upon the Investment Adviser to comply with Sections 17(d) and 17(j) of the 1940 Act, and the rules thereunder, nor constitute a waiver by the Trust of the obligations imposed upon the Investment Adviser under Section 206 of the Investment Advisers Act of 1940 and the rules thereunder. Further, the Investment Adviser agrees that this does not constitute a waiver by the Trust of the fiduciary obligation of the Investment Adviser arising under federal or state law, including Section 36 of the 1940 Act. The Investment Adviser agrees that this Section 6 shall be interpreted consistent with the provisions of Section 17(i) of the 1940 Act.

SECTIONSection 7.BOOKS AND RECORDS.In compliance with the requirements of Rule 3la-3 under the 1940 Act, the Investment Adviser hereby agrees that all records which it maintains for the Fund are the property of the Trust and further agrees to surrender promptly to the Trust any of such records upon the Trust’s request. The Investment Adviser further agrees to preserve for the periods prescribed by Rule 3la-2 under the 1940 Act the records required to be maintained by Rule 3la-1 under the 1940 Act.

SECTIONSection 8.EXPENSES.During the term of this Agreement, the Investment Adviser will pay all expenses incurred by it in rendering services to be performed by itconnection with its activities under this Agreement. The Fund shall bear all of its own expenses not specifically assumed by the Investment Adviser. Expenses borne by the Fund shall include, but are not limited to, the following (or the Fund’s share of the following): (a) the cost (including brokerage commissions) of securities purchased or sold by the Fund and any losses incurred in connection therewith, the cost of enforcing the Fund’s rights in respect thereof, interest and commitment fees on the Fund’s loans and debit balances, margin fees, and dividends on securities sold short;therewith; (b) fees payable to and expenses incurred on behalf of the Fund by the Investment Adviser; (c) filing fees and expenses relating to the registration and qualification of the Trust and the Fund’s shares under federal and/or state securities laws and maintaining such registrations and qualifications; (d) fees and salaries payable to the Trust’s trusteesdirectors and officers; (e) taxes (including any income franchise or excisefranchise taxes) and governmental fees; (f) costs of any liability and other insurance or fidelity bonds; (g) any costs, expenses or losses arising out of a liability of or claim for damages or other relief asserted against the Trust or the Fund for violation of any law; (h) legal, accounting and auditing expenses, including legal fees of special counsel for the independent trustees and any other consulting, expert or professional fees engaged by the Fund;directors; (i) charges of custodians administrators and transfer, escrow and other agents; (j) expenses of setting in type and printing prospectus,prospectuses, statements of additional information and supplements thereto for existing shareholders, reports, statements, and confirmations to shareholders and proxy material that are not attributable to a class; (k) costs of mailing prospectuses, statements of additional information and supplements thereto to existing shareholders, as well as reports to shareholders and proxy material that are not attributable to a class; (l)(1) any extraordinary expenses, including indemnification expenses of the Fund;expenses; (m) fees, voluntary assessments and other expenses incurred in connection with membership in investment company organizations; (n) costs of mailing and tabulating proxies and costs of shareholders’ and trustees’directors’ meetings; (o) costs of computing the net asset value of the Fund including and equipment purchased by the Fund or independent pricing services engaged by the Fund to value the Fund’s portfolioa portfolio’s securities; and (p) the costs of investment company literature and other publications provided by the Trust to its trusteesdirectors and officers. Distribution expenses, transfer agency expenses, expenses of preparation, printing and mailing, prospectuses, statements of additional information, proxy statements and reports to shareholders, and organizational expenses and registration fees, identified as belonging to a particular class of the FundTrust are allocated to such class.

SECTIONSection 9.VOTING.The Investment Adviser shall have the authority to vote as agent for the Fund,Trust, either in person or by proxy, tender and take all actions incident to the ownership of all securities in which the Fund’s assets may be invested from time to time, subject to such policies and procedures as the Board of Trustees of the Trust may adopt from time to time.

SECTIONSection 10.RESERVATION OF NAME.The Investment Adviser shall at all times have all rights in and to the Fund’s name and all investment models used by or on behalf of the Fund. The Investment Adviser may use the Fund’s name or any portion thereof in connection with any other mutual fund or business activity without the consent of any shareholder and the Trust shall execute and deliver any and all documents required to indicate the consent of the Trust to such use. The Trust hereby agrees that in the event that neither the Investment Adviser nor any of its affiliates acts as investment adviser to the Fund, the name of the Fund will promptly be changed to one that does not contain the name “SkyBridge”names“Lateef Investment Management, L.P.” or “SkyBridge Capital”“Lateef” or otherwise suggest an affiliation with the Investment Adviser.

SECTIONSection 11.COMPENSATION.

a.            (a) For the services provided and the expenses assumed pursuant to this Agreement with respect to the Fund, the Trust will pay the Investment Adviser from the assets of the Fund and the Investment Adviser will accept as full compensation therefore from the Fund a fee, computed daily and payable monthly, at the annual rate as a percentage of 0.85% of the Fund’s average daily net assets set forth on Schedule B to this Agreement.assets. For any period less than a full month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month.

b.            (b) The fee attributable to the Fund shall be satisfied only against assets of suchthe Fund and not against the assets of any other investment portfolio of the Trust. The Investment Adviser may from time to time agree not to impose all or a portion of its fee otherwise payable hereunder (in advance of the time such fee or portion thereof would otherwise accrue) and/or undertake to pay or reimburse the Fund for all or a portion of its expenses not otherwise required to be borne or reimbursed by the Investment Adviser.

SECTION 1.STANDARD OF CARE AND Section 12.LIMITATION OF LIABILITY.

c.           The Investment Adviser shall perform its duties undernot be liable for any loss suffered by the Trust in connection with the matters to which this Agreement using its best judgment and efforts consistentrelates, except a loss resulting from a breach of fiduciary duty with its duties asrespect to the receipt of compensation for services or a fiduciary. In the absence ofloss resulting from willful misfeasance, bad faith or gross negligence on the part of the Investment Adviser in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement (“disabling conduct”), neither the Investment Adviser nor any of its shareholders, directors, officers, employees or agents, nor any of their affiliates, executors, heirs or assigns, successors or other legal representatives (“Affiliates”) shall be liable to the Fund or the Trust for any error of judgment, mistake of law or any act or omission by such person relating to the services to be provided hereunder.

a.           To the fullest extent permitted by law, the. The Fund will indemnify the Investment Adviser and any shareholder, director, officer, employee or agenteach of its partners, directors, officers, employees, agents and affiliates (each, including the Investment Adviser, and any of their Affiliates (each, an “Indemnified Person”“Indemnified Person”) against and hold each of them harmless from any and all losses, claims, damages, liabilities (joint or several) or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action liability, losses, damages or suit to the extent not resulting from disabling conduct by the Investment Adviser. Indemnification shall be made only following: (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Investment Adviser was not liable by reason of disabling conduct or (ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the Investment Adviser was not liable by reason of disabling conduct by (a) the vote of a majority of a quorum of trusteesdirectors of the Trust who are neither“interested personspersons” of the Trust nor parties to the proceeding (“disinterested non-party trustees”directors”) or (b) an independent legal counsel in a written opinion. TheAn Indemnified Person shall be entitled to advances from the Fund for payment of the reasonable expenses incurred by itthat person in connection with the matter as to which it is seeking indemnification in the manner and to the fullest extent permissible under the Delaware Statutory Trust Act. The Indemnified Person shall provide to the Fund a written affirmation of its good faith belief that the standard of conduct necessary for indemnification by the Fund has been met and a written undertaking to repay any such advance if it should ultimately be determined that the standard of conduct has not been met. In addition, at least one of the following additional conditions shall be met: (a) the Investment AdviserIndemnified Person shall provide a security in form and amount acceptable to the Fund for its undertaking; (b) the Fund is insured against losses arising by reason of the advance; or (c) a majority of a quorum of disinterested non-party trustees,directors, or independent legal counsel, in a written opinion, shall have determined, based upon a review of facts readily available to the Fund at the time the advance is proposed to be made, that there is reason to believe that the Investment AdviserIndemnified Person will ultimately be found to be entitled to indemnification. Any amounts payable by athe Fund under this Section shall be satisfied only against the assets of the Fund and not against the assets of any other investment portfolio of the Trust.

d.           Notwithstanding anything to the contrary set forth above, the provisions of this Section 12 shall not be construed so as to relieve the Indemnified Person of, or provide indemnification with respect to, any liability (including liability under the federal securities laws) to the extent that such liability may not be waived, limited or modified under applicable law or that such indemnification would be in violation of applicable law. The provisions of this Section 12, however, shall be construed to effectuate its purpose to the fullest extent permitted by law.

e.           The limitations on liability and indemnification provisions of this Section 12 shall not be applicable to any losses, claims, damages, liabilities or expenses arising from the Investment Adviser’s rights to the Fund’s name. The Investment Adviser shall indemnify and hold harmless the Trust and the Fund for any claims arising from the use of the terms “SkyBridge”“Lateef Investment Management, L.P.” or “SkyBridge Capital”“Lateef” in the name of the Fund.

SECTION 12.         Section 13.DURATION AND TERMINATION.This Agreement shall become effective and continue for an initial two year period as of the date first above written unless sooner terminated as provided herein with respect to the Fund. Thereafter, if not terminated, this Agreement shall continue for successive annual periods, PROVIDED such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund; PROVIDED, HOWEVER, that this Agreement may be terminated with respect to the Fund by the Trust at any time, without the payment of any penalty, by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on 60 daysdays’ prior written notice to the Investment Adviser, or by the Investment Adviser at any time, without payment of any penalty, on 90 daysdays’ prior written notice to the Trust. This Agreement will immediately terminate in the event of its assignment unless such assignment is approved by the affirmative vote of a majority of the outstanding voting securities of the Fund..assignment.

SECTION 13.         Section 14.AMENDMENT OF THIS AGREEMENT.No provision of this Agreement may be changed, discharged or terminated orally, except by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought, and no amendment of this Agreement affecting the Fund shall be effective, to the extent required by the 1940 Act, until the applicable shareholders of the Fund approve such amendment in the manner required by the 1940 Act and the rules thereunder, subject to any applicable orders of exemption issued by the SEC.Securities and Exchange Commission.

SECTION 14.         Section 15.TRUST COVENANTS AND REPRESENTATIONS. The Trust covenants and agrees that all offers and sales of the units or other interests of the Fund will be made in compliance with all applicable laws, including securities laws, and in particular will not be made by way of or in a manner that involves any misrepresentation of any material fact or any omission to state any material fact that is necessary in order to make the statement made not misleading. The Trust has received a copy of Part II of the Investment Adviser’s current Form ADV at least 48 hours prior to its execution of this Agreement.

Section 16.MISCELLANEOUS.The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.successors and shall be governed by Delaware law.

SECTION 15.         Section 17.CHANGE OF GENERAL PARTNER. The Investment Adviser shall notify the Trust of any change in its general partner within a reasonable time after that change.

Section 18.DEFINITIONS.As used in this Agreement, the terms “affiliated person,”“assignment,”“interested person,” “majority of the outstanding voting securities”and“principal underwriter” shall have the same meaning as such terms have in the 1940 Act and the rules and regulations thereunder, subject to any applicable orders of exemption issued by the SEC.Securities and Exchange Commission.

SECTION 16.         Section 19.NOTICE.All notices hereunder shall be given in writing and delivered by hand, national overnight courier, facsimile (provided written confirmation of receipt is obtained and said notice is sent via first class mail on the next business day) or mailed by certified mail, return receipt requested, as follows:

If to the Investment Adviser:

Lateef Investment Management, L.P.

Attn: Eric Winterhalter

300 Drakes Landing

Suite 100

Greenbrae, CA 94904

Fax: (415) 461-0436

If to the Investment Adviser:

SkyBridge Capital II, LLC

Attn: General Counsel

527 Madison Avenue, 16^th Floor

New York, NY 10022

If to the Trust:Trust:

FundVantage Trust
Attn: Joel L. Weiss, President
JW Fund Management LLC

100 Springdale Rd.

Suite A3-416

Cherry Hill, NJ 08003

With copy to:

to:

Joseph V. Del Raso, Esq.
Pepper Hamilton LLP
3000 Two Logan Square
18^th18th & Arch Streets
Philadelphia, PA 19103
Fax: (215) 981-4750

The effective date of any notice shall be (i) the date such notice is sent if such delivery is effected by hand or facsimile, (ii) one business day after the date such notice is sent if such delivery is effected by national overnight courier; or (iii) threethe third (3rd) business daysday after the date of mailing thereof.

SECTION 17.         Section 20.GOVERNING LAW.This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without giving effect to the conflicts of laws principles thereof.

SECTION 18.         Section 21.COUNTERPARTS.This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

SCHEDULE A

DATED [____], 2017

TO THE

INVESTMENT ADVISORY AGREEMENT DATED [____], 2017

BETWEEN

FUNDVANTAGE TRUST AND SkyBridge Capital II, LLC

Series of FundVantage Trust

SkyBridge Dividend Value Fund

SCHEDULE B

DATED [____], 2017

TO THE

INVESTMENT ADVISORY AGREEMENT DATED [____], 2017

BETWEEN

FUNDVANTAGE TRUST ANDSkyBridge Capital II, LLC

Investment Advisory Fee Schedule

SKYBRIDGE DIVIDEND VALUEEXHIBIT B

FORM OF PROXY CARD

LATEEF FUND

A SERIES OF FUNDVANTAGE TRUST

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 15,August 3, 2017

PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Vincenzo Scarduzio and Kyle Whiteman, each of them proxies, with full powers of substitution and revocation, to attend the Special Meeting of Shareholders of the SkyBridge Dividend ValueLateef Fund, a series of FundVantage Trust, on June 15,August 3, 2017, and any adjournments thereof and to vote all shares which the undersigned would be entitled to vote if personally present, upon the following matters, as set forth in the Notice of Special Meeting of Shareholders, and upon such other business as may properly come before the meeting or any adjournment thereof. If more than one of said proxies or their respective substitutes shall be present and vote at said meeting or any adjournment thereof, a majority of them so present and voting (or if only one be present and voting, then that one) shall have and exercise all the powers hereby granted. The undersigned revokes any proxy or proxies heretofore given to vote such shares at said meeting or any adjournment thereof.

Do you have questions?If you have any questions about how to vote your proxy or about the meeting in general, please call toll-free1-877-283-0321[____].Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.

Important Notice Regarding the Availability of Proxy Materials for this Special Meeting of Shareholders to Be Held on June 15,August 3, 2017. The proxy statement for this meeting is available at:

proxyonline.com/docs/skybridgedividend.pdflateef.pdf.

This proxy is solicited on behalf of the Fund’s Board of Trustees, and the Proposals have been unanimously approved by the Board of Trustees and recommended for approval by shareholders. When properly executed, this proxy will be voted as indicated or “FOR” the proposals if no choice is indicated. The persons named as proxies will vote “FOR” adjournment those proxies which they are entitled to vote in favor of the proposal and will vote “AGAINST” adjournment those proxies to be voted against the proposal. The proxy will be voted in accordance with the proxy holders’ best judgment as to any other matters that may arise at the Special Meeting.

THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS.PROPOSAL.

TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:Example●

THANK YOU FOR VOTING