FORM OF EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
EXHIBIT 28(h)(iii)
FORM OF
This Agreement is entered into as of the [___]th day of [___], 2010, between
Cutwater Investors Services Corp. (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf of
Cutwater High Yield Fund, Cutwater Multi-Sector Inflation Protection Fund, Cutwater Investment
Grade Bond Fund and Cutwater Municipal Bond Inflation Protection Fund (the “Funds”).
WHEREAS, the Adviser desires to contractually agree to reduce its advisory fee and/or
reimburse certain of the Funds’ operating expenses to ensure that the Funds’ total operating
expenses, excluding taxes, any class-specific expenses (such as Rule 12b-1 distribution fees,
shareholder service fees, or transfer agency fees), interest, extraordinary items, and brokerage
commissions, do not exceed the levels described below; and
NOW, THEREFORE, the parties agree as follows:
Fee Reduction/Reimbursement. The Adviser agrees that from September 1, 2010 through August
31, 2011, the Adviser will reduce its compensation and/or reimburse certain expenses for each Fund,
to the extent necessary to ensure that total operating expenses, excluding taxes, (any
class-specific expenses such as Rule 12b-1 distribution fees, shareholder service fees, or transfer
agency fees), interest extraordinary items and brokerage commissions, do not exceed, for all
classes of shares of each Fund, 1.15% for the Cutwater High Yield Fund, 0.85% for the Cutwater
Multi-Sector Inflation Protection Fund, 0.85% for the Cutwater Investment Grade Bond Fund and 0.85%
for the Cutwater Municipal Bond Inflation Protection Fund (on an annual basis) of the respective
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 a Fund.
Term. This Agreement shall terminate (i) on August 31, 2011; (ii) upon the termination of the
Adviser as investment adviser to one or more Funds; or (iii) 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.
| CUTWATER INVESTORS SERVICES CORP. | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | President | |||||
| FUNDVANTAGE TRUST, on behalf of the Funds | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | President | |||||
