Riverpark Funds Trust Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • September 14th, 2010 • Riverpark Funds Trust • Pennsylvania

THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made as of this 8th day of September 2010, between 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 this Agreement), a ___________ limited liability company, as investment advisor to the Trust (“Investment Advisor”) and SEI Investments Distribution Co. (the “Distributor”), a Pennsylvania corporation.

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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 30th, 2013 • Riverpark Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 1st day of August, 2013, by and among RiverPark Advisors, LLC, a Delaware limited liability company (the “Adviser”), Cohanzick Management, 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 Strategic Income Fund (the “Fund”).

RIVERPARK FUNDS TRUST AGREEMENT AND DECLARATION OF TRUST June 22, 2010
Trust Agreement • September 14th, 2010 • Riverpark Funds Trust • Delaware

WHEREAS, the Trustees desire to establish a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. Section 3801, et seq. consisting of one or more Series (as defined below) for the investment and reinvestment of funds contributed thereto;

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • December 19th, 2023 • Riverpark Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 20th day of December 2023, by and among RiverPark Advisors, LLC, a Delaware limited liability company (the “Adviser”), Next Century Growth Investors, 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/Next Century Large Growth Fund (the “Fund”).

ADMINISTRATION AGREEMENT
Administration Agreement • September 14th, 2010 • Riverpark Funds Trust • Pennsylvania

THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made as of the 8th day of September 2010 (the “Effective Date”), by and 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 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”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 20th, 2012 • Riverpark Funds Trust • New York

THIS AMENDED AND RESTATED AGREEMENT dated February 14, 2012, which amends and restates the Investment Advisory Agreement dated September 28, 2010, is made and entered into by and between RiverPark Advisors, LLC, a Delaware limited liability company (the “Adviser”) and RiverPark Funds Trust, a Delaware statutory trust (the “Trust”), regarding each series of the Trust (the “Funds”).

AGENCY AGREEMENT
Agency Agreement • September 14th, 2010 • Riverpark Funds Trust • Missouri

THIS AGREEMENT made the day of , 2010, by and between RIVERPARK FUNDS TRUST a statutory trust existing under the laws of the State of Delaware, having its principal place of business at 156 W. 56th Street, New York, NY 10019 (the "Trust"), and DST SYSTEMS, INC., a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 ("DST"):

AMENDMENT NO. 3 TO ADMINISTRATION AGREEMENT
Administration Agreement • June 12th, 2013 • Riverpark Funds Trust • Pennsylvania

THIS AMENDMENT NO. 3 TO ADMINISTRATION AGREEMENT (this "Amendment"), made this 6th day of May, 2013, with effect from and after June 28, 2013 (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. 1 TO ADMINISTRATION AGREEMENT
Administration Agreement • January 30th, 2012 • Riverpark Funds Trust • Pennsylvania

THIS AMENDMENT NO. 1 TO ADMINISTRATION AGREEMENT (this "Amendment"), made this 1st day of October, 2011 (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.13 TO ADMINISTRATION AGREEMENT
Administration Agreement • January 26th, 2023 • Riverpark Funds Trust • Pennsylvania

THIS AMENDMENT NO. 13 TO ADMINISTRATION AGREEMENT (this ·Arnendmenn. made this 19'" day of August, 2022 (the "Amendment Effective Date"), between RiverPark Funds Trust a statutory trust formed under the laws of the State of Delaware (the''In.!§!"), and SEI Investments Global Funds SeNices, a statutory trust founded under the laws of the State of Delaware (the "Administrator").

RiverPark Funds Trust AMENDMENT TO THE AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • January 28th, 2021 • Riverpark Funds Trust

The undersigned 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 Article V and Section 10.4 of the Declaration of Trust to effect this amendment, do hereby amend, effective as of September 25, 2020, the Declaration of Trust as follows:

RIVERPARK FUNDS TRUST
Expense Limitation Agreement • 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.

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.

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”).

AMENDMENT NUMBER FOUR TO DISTRIBUTION AGREEMENT
Distribution Agreement • February 23rd, 2015 • Riverpark Funds Trust • Delaware

THIS AMENDMENT NUMBER FOUR to the Distribution Agreement (this “Amendment”) is entered into as of the 12th day of February, 2015 with effect retroactively from and after October 1, 2013 (“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”).

SECOND AMENDMENT TO THE TRUST FOR PROFESSIONAL MANAGERS INVESTMENT ADVISORY AGREEMENT with CROSSINGBRIDGE ADVISORS, LLC
Investment Advisory Agreement • March 3rd, 2023 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of […], 2023, to the Investment Advisory Agreement, dated as of November 3, 2017, as amended February 19, 2021 (the “Agreement”) is entered into by and between TRUST FOR PROFESSIONAL MANAGERS (the “Trust”), on behalf of the series of the Trust as indicated on Schedule A to the Agreement, as may be amended from time to time (each, a “Fund,” and collectively, the “Funds”), and CROSSINGBRIDGE ADVISORS, LLC (hereinafter called the “Adviser”).

AMENDMENT TWO TO CUSTODIAN AGREEMENT
Custodian Agreement • October 10th, 2018 • Riverpark Funds Trust

This second Amendment to the Custodian Agreement between RiverPark Funds Trust (the "Trust"), an open-end investment company and a statutory trust organized under the laws of the State of Delaware, on behalf of each series thereof set forth in Appendix A thereto, as may be amended from time to time (each a "Fund" and collectively, the "Funds") and Brown Brothers Harriman & Co., a limited partnership organized under the laws of the State of New York ("BBH" or the "Custodian") dated September 7, 2010 (the "Agreement") is dated as of October 4, 2018.

CUSTODIAN AGREEMENT
Custodian Agreement • September 14th, 2010 • Riverpark Funds Trust • New York

THIS AGREEMENT, dated as of September 8, 2010, between RIVERPARK FUNDS TRUST (the “Trust”), an open-end investment company and a statutory trust organized under the laws of the State of Delaware and registered with the Commission under the Investment Company Act of 1940 (the “1940 Act”) on behalf of each series thereof set forth in Appendix A hereto, as may be amended from time to time (each a “Fund” and collectively, the “Funds”), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (“BBH&Co.” or the “Custodian”).

AMENDMENT TO CUSTODIAN AGREEMENT
Custodian Agreement • December 19th, 2023 • Riverpark Funds Trust

This Amendment TO CUSTODIAN AGREEMENT (this “Amendment”) is dated as of December 20, 2023, by and between RiverPark Funds Trust (the Trust), on behalf of each series thereof listed on Appendix A attached hereto, severally and not jointly (each a Fund and, collectively, the Funds), and Brown Brothers Harriman & Co. ("BBH&Co."). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.

AMENDMENT NO. 11 TO ADMINISTRATION AGREEMENT
Administration Agreement • October 10th, 2018 • Riverpark Funds Trust • Pennsylvania

THIS AMENDMENT NO. 11 TO ADMINISTRATION AGREEMENT (this “Amendment”), made this 7th day of August, 2018 (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. 12 TO ADMINISTRATION AGREEME T
Administration Agreement • January 26th, 2023 • Riverpark Funds Trust • Pennsylvania

THIS AMENDMENT NO. 12 TO ADMINISTRATION AGREEMENT (this "Amendment''), made this i31h day of May, 2019 (the "Amendment Effective Date"), between RiverPark Funds Trust a statutory trust formed under the laws of the State of Delaware (the "Trusf'), and SEI Investments Global Funds Services, a statutory trust formed under the laws of the State of Delaware (the "Administrator").

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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”).

AMENDMENT NO. 4 TO ADMINISTRATION AGREEMENT
Administration Agreement • January 28th, 2014 • Riverpark Funds Trust • Pennsylvania

THIS AMENDMENT NO. 4 TO ADMINISTRATION AGREEMENT (this “Amendment”), made this 12th day of August, 2013, with effect from and after August 26, 2013 (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. 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. 14 TO ADMINISTRATION AGREEMENT
Administration Agreement • January 26th, 2023 • Riverpark Funds Trust • Pennsylvania

THIS AMENDMENT NO. 14 TO ADMINISTRATION AGREEMENT (this "Amendment"). made this 1 day of October, 2022 (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”).

AMENDMENT NO. 5 TO ADMINISTRATION AGREEMENT
Administration Agreement • February 23rd, 2015 • Riverpark Funds Trust • Pennsylvania

THIS AMENDMENT NO. 5 TO ADMINISTRATION AGREEMENT (this “Amendment”), made this 12th day of February, with effect retroactively from and after October 1, 2013 (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 NUMBER TWO TO DISTRIBUTION AGREEMENT
Distribution Agreement • June 12th, 2013 • Riverpark Funds Trust • Delaware

THIS AMENDMENT NUMBER to the Distribution Agreement (this "Amendment) is entered into as of the 6th day of May, 2013 with effect from and after June 28, 2013 ("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").

AMENDMENT NUMBER THREE TO DISTRIBUTION AGREEMENT
Distribution Agreement • January 28th, 2014 • Riverpark Funds Trust • Delaware

THIS AMENDMENT NUMBER THREE to the Distribution Agreement (this “Amendment”) is entered into as of the 12th day of August, 2013 with effect from and after August 26, 2013 (“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
Expense Limitation Agreement • 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.

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • October 10th, 2018 • Riverpark Funds Trust

This Expense Limitation Agreement shall continue in effect through January 31, 2019 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.

RIVERPARK FUNDS TRUST
Expense Limitation Agreement • 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:

RIVERPARK FUNDS TRUST
Expense Limitation Agreement • September 14th, 2010 • Riverpark Funds Trust

This Expense Limitation Agreement shall continue in effect through September 3, 2011 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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