AMENDED AND RESTATED EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT

Exhibit (h)(viii)

AMENDED AND RESTATED

EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT

This Agreement is entered into as of the 22nd day of July, 2010, as amended and restated August 29, 2011, by and between Xxxxxxxxx Capital Management LLC (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf of the Xxxxxxxxx Investment Grade Fixed Income 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, 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 (“Net Expenses”), do not exceed the levels described below; and

WHEREAS, the Adviser wishes to extend the term of the expense limitation/reimbursement agreement dated July 22, 2010 to August 31, 2014;

NOW, THEREFORE, the parties agree as follows:

Fee Reduction.  The Adviser agrees (i) during the period beginning on the date of commencement of operations of the Fund and ending August 31, 2012, it will reduce its compensation and/or reimburse certain expenses for the Fund, to the extent necessary to ensure that the Fund’s Net Expenses do not exceed 0.70% (on an annual basis) of the Fund’s average daily net assets; and (ii) during the period beginning on September 1, 2012 and ending 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 Net Expenses 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 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.

Executed as of the date first set forth above.

	Xxxxxxxxx Capital Management LLC
	By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	C.O.O.
	FundVantage Trust, on behalf of the Fund
	By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	President