EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Exhibit 28(h)(xii)
This Agreement is entered into as of the 22nd day of July, 2010, 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.
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, 2013, 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, 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.
Xxxxxxxxx Capital Management LLC | ||||||
By: | /s/ Xxxxx Xxxxx
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Name: | Xxxxx Xxxxx | |||||
Title: | C.O.O. | |||||
FundVantage Trust, on behalf of the Fund | ||||||
By: | /s/ Xxxxx Xxxx
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Name: | Xxxxx Xxxx | |||||
Title: | Treasurer |