EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Exhibit 28(h)(xxi)
This Agreement is entered into as of the 23rd day of November, 2010, between
Cutwater Investor Services Corp. (the “Adviser”) and FundVantage Trust (the “Trust”), on behalf of
Cutwater Investment Grade Bond 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), 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 the commencement of operations
through August 31, 2011, the Adviser will reduce its compensation and/or reimburse certain expenses
for the 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 the Fund, 0.85% (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 (i) on August 31, 2011; (ii) upon the termination of the
Adviser as investment adviser to the Fund; 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 INVESTOR SERVICES CORP. | ||||||
| By: Name: |
/s/ Xxxxxxxx Xxxxx
|
|||||
| Title: | CEO & CIO | |||||
| FUNDVANTAGE TRUST, on behalf of the Fund | ||||||
| By: Name: |
/s/ Xxxx Xxxxx
|
|||||
| Title: | President | |||||
