EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Exhibit 28(h)(xi)
This Agreement is entered into as of the 27th day of May, 2010, between Private
Capital Management, L.P. (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf of Private
Capital Management Value Fund (the “Fund”).
WHEREAS, the Adviser desires to contractually reduce its advisory fee and/or reimburse certain
Fund’s operating expenses to ensure that the Fund’s total operating expenses, excluding taxes, any
class-specific expenses (such as Rule 12b-1 distribution fees, shareholder service fees, or
transfer agency fees), “Acquired Fund Fees and Expenses” (as defined in Form N-1A), interest,
extraordinary items, and brokerage commissions, do not exceed the levels described below.
NOW, THEREFORE, the parties agree as follows:
Fee Reduction. The Adviser agrees that from the commencement of operations of the Fund
through August 31, 2013, it will reduce its compensation and/or reimburse certain expenses of the
Fund, to the extent necessary to ensure that the Fund’s total operating expenses, excluding taxes,
any class-specific expenses (such as distribution fees, shareholder service fees, or transfer
agency fees), “Acquired Fund Fees and Expenses,” interest, extraordinary items, and brokerage
commissions do not exceed 1.00% (on an annual basis) of the Fund’s average daily net assets.
Fee Recovery. The Adviser shall be entitled to recover, subject to approval by the Board of
Trustees of the Trust, 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 Funds.
Term. This Agreement shall terminate on August 31, 2013, or at an earlier date at 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. If the Board of Trustees of
the Trust approves the termination of this Agreement before August 31, 2010, such termination shall
be effective 30 days after such approval.
Executed as of the date first set forth above.
| Private Capital Management, L.P. |
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| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | President | |||
| FundVantage Trust, on behalf of the Fund |
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| By: | /s/ Xxxx Xxxxx | |||
| Name: | Xxxx Xxxxx | |||
| Title: | President | |||
