0001398344-13-000331 Sample Contracts

AMENDMENT NUMBER ONE TO DISTRIBUTION AGREEMENT
Distribution Agreement • January 29th, 2013 • Riverpark Funds Trust • Delaware

THIS AMENDMENT NUMBER ONE to the Distribution Agreement (this “Amendment”) is entered into as of the _30th__ day of March, 2012 with effect from and after April 1, 2012 (“Amendment Effective Date”) by and among RiverPark Funds Trust (the “Trust”), a Delaware statutory trust, RiverPark Advisors, LLC (solely as relating to its obligations set forth in Section 7.3 and Schedule C of the Agreement), as investment advisor to the Trust (“Investment Advisor”) and SEI Investments Distribution Co. (the “Distributor”).

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RIVERPARK FUNDS TRUST
Riverpark Funds Trust • January 29th, 2013 • Riverpark Funds Trust

This Expense Limitation Agreement shall continue in effect through January 31, 2013 and for annual periods thereafter unless the Adviser shall notify the Trust of the termination of this Expense Limitation Agreement with respect to a Fund not less than 30 days prior to the end of the then-annual period. This Expense Limitation Agreement may be terminated by the Trust, with respect to a Fund, without payment of any penalty, upon 90 days’ prior written notice to the Adviser at its principal place of business; provided that such termination by the Trust shall be authorized by resolution of a majority of the Non-Interested Trustees of the Trust or by a vote of a majority of the outstanding voting securities of the applicable Fund.

AMENDMENT NO. 2 TO ADMINISTRATION AGREEMENT
Administration Agreement • January 29th, 2013 • Riverpark Funds Trust • Pennsylvania

THIS AMENDMENT NO. 2 TO ADMINISTRATION AGREEMENT (this “Amendment”), made this _30th__ day of March, 2012, with effect from and after April 1, 2012 (the “Amendment Effective Date”), between RiverPark Funds Trust a statutory trust formed under the laws of the State of Delaware (the “Trust”), and SEI Investments Global Funds Services, a statutory trust formed under the laws of the State of Delaware (the “Administrator”).

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