EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Exhibit 28(h)(x)
THIS AGREEMENT is entered into as of the [DAY] of [MONTH], 2010, by and between WENTWORTH,
XXXXXX AND XXXXXXX, INC. (the “Adviser”) and FUNDVANTAGE TRUST (the “Trust”), on behalf of WHV
Emerging Markets Equity 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, and
“class-specific fees and expenses” (defined below), 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 December 31, [2013], 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, 1.50%
(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, 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 December 31, [2013], 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.
| WENTWORTH, XXXXXX AND XXXXXXX, INC. | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | President | |||||
| FUNDVANTAGE TRUST, on behalf of the Fund | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | President | |||||
