EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Exhibit 28(h)(xviii)
THIS AGREEMENT is entered into as of the 29th of December, 2010, by and between TW
ASSET MANAGEMENT LLC (the “Adviser”) and FUNDVANTAGE TRUST (the “Trust”), on behalf of TW Small Cap
Growth Fund (the “Fund”).
WHEREAS, the Adviser desires to contractually agree to reduce its advisory fee and/or
reimburse certain of the Fund’s operating expenses.
NOW, THEREFORE, the parties agree as follows:
Fee Reduction/Reimbursement. The Adviser agrees that from the commencement of the operations
of the Fund through August 31, 2014, it will reduce its compensation and/or reimburse certain
expenses for the Fund, to the extent necessary to ensure that the Fund’s total operating expenses,
excluding taxes, any “class-specific fees and expenses,” interest, extraordinary items, “Acquired
Fund fees and expenses” (as defined in Form N-1A) and brokerage commissions, do not exceed, 1.23%
(on an annual basis) of the Fund’s average daily net assets. Class-specific fees and expenses are
distribution expenses, transfer agency expenses, shareholder services 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 Trust.
Fee Recovery. The Adviser shall be entitled to recover, subject to approval by the Board of
Trustees of the Trust, which shall not be unreasonably withheld, such amounts 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.
Term. This Agreement shall terminate on August 31, 2014 or at an earlier date upon the
discretion of the Board of Trustees of the Trust, unless extended, terminated, modified or revised
by the mutual agreement of the parties, as provided for in writing; provided that the Adviser may
terminate this Agreement immediately upon a termination of or a failure to continue the Investment
Advisory Agreement between the Trust, the Fund and the Adviser, dated December 29, 2010 by the
Board of Trustees of the Trust.
Executed as of the date first set forth above.
| TW ASSET MANAGEMENT LLC | ||||||
| By: Name: |
/s/ Xxxxx Xxxxx
|
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| Title: | Chief Operating Officer — Asset Management | |||||
| FUNDVANTAGE TRUST, on behalf of the Fund | ||||||
| By: Name: |
/s/ Xxxx Xxxxx
|
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| Title: | President | |||||
