0001398344-16-011248 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • March 25th, 2016 • Riverpark Funds Trust • New York

THIS AGREEMENT is made and entered into as of this ____day of March, 2016, by and among RiverPark Advisors, LLC, a Delaware limited liability company (the “Adviser”), Talimco, LLC, a Delaware limited liability company (the “Sub-Adviser”), and the RiverPark Funds Trust, a Delaware statutory trust (the “Trust”) on behalf of its series, RiverPark Commercial Real Estate Fund (the “Fund”).

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AMENDMENT NUMBER FIVE TO DISTRIBUTION AGREEMENT
Distribution Agreement • March 25th, 2016 • Riverpark Funds Trust • Delaware

THIS AMENDMENT NUMBER FIVE to the Distribution Agreement (this “Amendment”) is entered into as of the 10th day of August, 2015 with effect retroactively from and after [July 10th] (“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”).

RIVERPARK FUNDS TRUST
Riverpark Funds Trust • March 25th, 2016 • Riverpark Funds Trust

This Expense Limitation Agreement shall continue in effect through January 31, 2017 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. 7 TO ADMINISTRATION AGREEMENT
Administration Agreement • March 25th, 2016 • Riverpark Funds Trust • Pennsylvania

THIS AMENDMENT NO. 7 TO ADMINISTRATION AGREEMENT (this “Amendment”), made this 1st day of October, 2015 (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”).

AMENDMENT NO. 6 TO ADMINISTRATION AGREEMENT
Administration Agreement • March 25th, 2016 • Riverpark Funds Trust • Pennsylvania

THIS AMENDMENT NO. 6 TO ADMINISTRATION AGREEMENT (this “Amendment”), made this 10th day of August, 2015 (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”).

RIVERPARK FUNDS TRUST
Riverpark Funds Trust • March 25th, 2016 • Riverpark Funds Trust

This Expense Limitation Agreement shall continue in effect through April 30, 2017 and for annual periods thereafter unless the Adviser shall notify the Trust of the termination of this Expense Limitation Agreement with respect to the 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 the 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 Fund.

RiverPark Funds Trust AMENDMENT TO THE AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • March 25th, 2016 • Riverpark Funds Trust

The undersigned, being a majority of the Trustees of RiverPark Funds Trust, an open-end investment management company established under Delaware law as a Delaware statutory trust under an Agreement and Declaration of Trust dated June 22, 2010 (the "Declaration of Trust"), and being authorized by Sections 5.2 and 10.4 of the Declaration of Trust to effect this amendment, do hereby amend, effective as of February 11, 2016, the Declaration of Trust as follows:

AMENDMENT NO. 8 TO ADMINISTRATION AGREEMENT
Administration Agreement • March 25th, 2016 • Riverpark Funds Trust • Pennsylvania

THIS AMENDMENT NO. 8 TO ADMINISTRATION AGREEMENT (this “Amendment”), effective as of 11 February, 2016 (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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