CORRESP 7 filename7.txt [GRAPHIC OMITTED] PEPPER HAMILTON LLP Attorneys at Law 3000 Two Logan Square Eighteenth and Arch Streets Philadelphia, PA 19103-2799 215.981.4000 Fax 215.981.4750 (215) 981-4506 delrasoj@pepperlaw.com August 6, 2007 Via EDGAR Filing Desk U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: FundVantage Trust 1933 Act File No. 333-141120 ---------------------------- 1940 Act File No. 811-22027 ---------------------------- Ladies and Gentlemen: Pursuant to Rule 485(a) under the Securities Act of 1933 (the "Act"), FundVantage Trust (the "Trust") is hereby transmitting for filing Post-Effective Amendment No. 1 to the Trust's Registration Statement on Form N-1A (the "Amendment"). This Amendment is being filed to register for offering and sale a new series of the Trust, the Lateef Fund (the "Fund"). Upon effectiveness of the Amendment, the Fund will offer Class A Shares, Class C Shares, and Class I Shares. Class A Shares will be subject to a maximum front-end sales charge of 5.00% and a Rule 12b-1 distribution fee of 0.25%. Class C Shares will be subject to a Rule 12b-1 distribution fee of 1.00%. Accompanying this letter and the Amendment is a written request for acceleration pursuant to Rule 461 under the 1933 Act by the Trust and PFPC Distributors, Inc., the Trust's principal underwriter, requesting that the Commission declare the Registration Statement effective at 8:00 a.m. on Friday, August 31, 2007. Since the Trust and its principal underwriter are making an acceleration request pursuant to Rule 461 of the Act, the Trust has agreed to and disclosed the undertaking required by Rule 484 of the Act. Philadelphia Washington, D.C. Detroit New York Pittsburgh -------------------------------------------------------------------------------- Berwyn Harrisburg Princeton Wilmington www.pepperlaw.com [GRAPHIC OMITTED] PEPPER HAMILTON LLP Attorneys at Law U.S. Securities and Exchange Commission Page 2 August 6, 2007 If you have any questions regarding the Amendment, please contact the undersigned (telephone number: 215.981.4506) or John P. Falco, Esq. (telephone number: 215.981.4659). Very truly yours, /s/ Joseph V. Del Raso ---------------------- Joseph V. Del Raso cc: Joel Weiss John P. Falco, Esq. FundVantage Trust PFPC Distributors, Inc. 301 Bellevue Parkway 760 Moore Road Wilmington, DE 19809 King of Prussia, PA 19406 August 6, 2007 VIA EDGAR --------- Filing Desk U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: FUNDVANTAGE TRUST Post-Effective Amendment No. 1 to Registration Statement on Form N-1A (File Nos. 333-141120 and 811-22027) Request for Acceleration of Effective Date ---------------------------------------------------- Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the "1933 Act"), FundVantage Trust (the "Registrant") and PFPC Distributors, Inc. (the "Underwriter), as the principal underwriter of the shares of the Registrant, hereby request that the Securities and Exchange Commission (the "Commission") declare the Registrant's Post-Effective Amendment No. 1 to Registration Statement on Form N-1A effective at 8:00 a.m. on Friday, August 31, 2007, or as soon as practicable thereafter. You may direct any questions or comments concerning this request to Joseph V. Del Raso, Esq. of Pepper Hamilton LLP (215) 981-4506 or, in his absence, to John P. Falco at (215) 981-4659. FUNDVANTAGE TRUST By: /s/ Joel Weiss --------------- Joel Weiss President PFPC DISTRIBUTORS, INC. By: /s/ Bruno DiStefano ------------------- Bruno DiStefano Vice President