0001398344-20-001340 Sample Contracts

SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • January 28th, 2020 • Riverpark Funds Trust

This Expense Limitation Agreement shall continue in effect through January 31, 2020 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.

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AMENDMENT NUMBER EIGHT TO DISTRIBUTIOn AGREEMENT
Distribution Agreement • January 28th, 2020 • Riverpark Funds Trust • Delaware

THIS AMENDMENT NUMBER EIGHT to the Distribution Agreement (this “Amendment”) is entered into as of the 5TH day of August, 2019 (“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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