EXHIBIT 23(H)(VIII)
EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
THIS AGREEMENT is entered into as of the 17th of December 2008,
between WENTWORTH, XXXXXX AND XXXXXXX, INC. (the "Adviser") and FUNDVANTAGE
TRUST (the "Trust"), on behalf of WHV International 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 April 30, 2012, 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, 1.25% (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 April 30, 2012, 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: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: President
FUNDVANTAGE TRUST, on behalf of the Fund
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: President
