AMENDED AND RESTATED EXHIBIT A

EXHIBIT 28(e)(ii)

AMENDED AND RESTATED EXHIBIT A

     THIS AMENDED AND RESTATED EXHIBIT A, dated as of June 11, 2010, is Exhibit A to that certain Underwriting Agreement dated as of July 19, 2007, between PFPC Distributors, Inc. and FundVantage Trust and is amended and restated for the addition of Boston Advisors Broad Allocation Strategy Fund, Xxxxx Growth Fund, Olympia American Real Estate Fund, and DuPont Capital Emerging Markets Fund.

FUNDS

Cutwater Municipal Bond Inflation Protection Fund*

Cutwater High Yield Fund*

Cutwater Multi-Sector Inflation Protection Fund*

Cutwater Investment Grade Bond Fund*

Lateef Fund

Boston Advisors US Small Cap Equity Fund

Boston Advisors International Equity Fund

Boston Advisors Broad Allocation Strategy Fund

Corverus Strategic Equity Fund

WHV International Equity Fund

Pemberwick Fund

Private Capital Management Value Fund

Xxxxxxxxx Value Fund

Xxxxxxxxx Investment Grade Fixed Income Fund

Tax-Free Securities Fund

Tax-Free Short Intermediate Securities Fund

Xxxxx Growth Fund

Olympia American Real Estate Fund

DuPont Capital Emerging Markets Fund

*  Prior to June 11, 2010, the Cutwater High Yield Fund, the Cutwater Multi-Sector Inflation Protection Fund, the Cutwater Investment Grade Bond Fund, and the Cutwater Municipal Bond Inflation Protection Fund were formerly known as the MBIA High Yield Fund, the MBIA Multi-Sector Inflation Protection Fund, the MBIA Core Plus Fixed Income Fund, and the MBIA Municipal Inflation Protection Fund, respectively

PFPC DISTRIBUTORS, INC.

By:

Name:

Title:

FUNDVANTAGE TRUST

By:

Name:

Title:

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