FORM OF EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT

Exhibit 99.B(h)(xxxv)

FORM OF

EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT

THIS AGREEMENT is entered into as of the       day of                       , by and between XXXXX CAPITAL MANAGEMENT, LLC (the “Adviser”) and FUNDVANTAGE TRUST (the “Trust”), on behalf of Xxxxx International 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 to ensure that the Fund’s total operating expenses, excluding taxes, interest, extraordinary items, brokerage commissions, “class-specific fees and expenses” (defined below) and “Acquired Fund” fees and expenses (as defined in Form N-1A), do not exceed the levels described below.  Class-specific fees and expenses are 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 Trust;

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, 2018], 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, interest, extraordinary items, brokerage commissions, any class-specific fees and expenses and “Acquired Fund” fees and expenses do not exceed 1.10% (on an annual basis) of the Fund’s average daily net assets.

Fee Recovery. The Adviser shall be entitled to recover from the Fund, subject to approval by the Board of Trustees of the Trust, amounts waived or reimbursed by the Adviser with respect to the Fund pursuant to this Agreement 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, 2018], 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.

Executed as of the date first set forth above.

	XXXXX CAPITAL MANAGEMENT, LLC
	By:
	Name:	Xxxx Xxxx
	Title:	Chief Executive Officer
	FUNDVANTAGE TRUST, on behalf of the Fund
	By:
	Name:	Xxxx X. Xxxxx
	Title:	President and Chief Executive Officer