AMENDMENT NO. 14 TO ADMINISTRATION AGREEMENT
CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT AS SUCH INFORMATION IS BOTH (1) NOT MATERIAL AND (2) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED
AMENDMENT NO. 14 TO ADMINISTRATION AGREEMENT
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").
WHEREAS:
| 1. | The parties hereto entered into an Administration Agreement, dated as of September 8, 2010, as amended by Amendment No. 1, dated October 1, 2011; Amendment No. 2, dated April 1. 2012; Amendment No. 3, dated May. 2013; Amendment No. 4, dated August 12, 2013: Amendment No. 5, dated January 29, 2015; Amendment No. 6, dated August 10, 2015: Amendment No. 7. dated October 1, 2015; Amendment No. 10, dated October 1, 2016, Amendment No. 11 dated August 7, 2018, Amendment No. 12 dated May 8, 2019. and Amendment No. 13 dated August 19, 2022 (together, the • Agreement'). pursuant to which, among other things, the Administrator agreed to provide certain administration services on behalf of the Trust; |
| 2. | The parties acknowledge and agree that due to a numbering error, no Amendment No. 8 or Amendment No. 9 to the Agreement exist: and |
| 3. | The parties hereto desire to further amend the Agreement on the terms and subject to the conditions provided herein. |
NOW THEREFORE. in consideration of the premises., covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:
| 1. | Defined Terms. Except as specifically set forth herein, defined terms used herein shall have their respective meanings as set forth in the Agreement. |
| 2. | Section 9.01 /Term and Renewal). Section 9.01 (Term and Renewal) of the Agreement is hereby deleted in its entirety and replaced as follows: |
| 9.01 | Term and Renewal. This Agreement shall become effective as of the Effective Date and shall remain in effect through and until September 30, 2025 (the "Initial Term"), and thereafter shall automatically renew for successive two year terms (each such period, a "Renewal Term") unless terminated by any party giving written notice of non-renewal at least one hundred twenty days prior to the last day of the then current term to each other party hereto. |
| 3. | Schedule Ill /Schedule of Fees). From and after the Amendment Effective Date, Schedule Ill (Schedule of Fees) is hereby deleted in its entirety and replaced with the Schedule Ill (Schedule of Fees) attached hereto as Attachment 1 and made a part herewith. |
| 4. | Ratification of Agreement. Except as expressly amended and provided herein, all of the terms, conditions and provisions of the Agreement are hereby ratified and shall continue in full force and effect. |
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SEI 354908 RiverPark Funds Trust -Amendment No. 14 to Administration Agreement |
| THIS DOCUMENT CONSTITUTES THE CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES |
CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT AS SUCH INFORMATION IS BOTH (1) NOT MATERIAL AND (2) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED
| 5. | Counterparts. This Amendment may be executed in two or more counterparts, all of which shall constitute one and the same instrument. Each such counterpart shall be deemed an original, and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. This Amendment shall be deemed executed by each party when any one or more counterparts hereof or thereof, individually or taken together, bears the original, facsimile or scanned signatures of each of the parties. |
| 6. | Binding Effect. This Amendment shall be binding upon, and shall enure to the benefit of the Administrator the Trust and each of their respective permitted successors and assigns. |
| 7. | Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws or choice of laws rules or principles thereof. To the extent that the applicable laws of the Commonwealth of Pennsylvania, or any of the provisions of this Amendment, conflict with the applicable provisions of the 1940 Act, the Securities Act of 1933 or the Securities Exchange Act of 1934, the latter shalt control. |
IN WITNESS WHEREOF the parties hereto have executed and delivered this Amendment as of the Amendment Effective Date.
| ADMINISTRATOR: | TRUST: |
SEI INVESTMENTS GLOBAL FUNDS SERVICES
By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: SVP |
By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chairman |
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SEI 354908 RiverPark Funds Trust -Amendment No. 14 to Administration Agreement |
| THIS DOCUMENT CONSTITUTES THE CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES |
CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT AS SUCH INFORMATION IS BOTH (1) NOT MATERIAL AND (2) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED
ATTACHMENT 1
SCHEDULE Ill
Schedule of Fees
Administration and Accounting Fee:
The following fees are due and payable monthly to Administrator pursuant to Section 8 of the Agreement. Each Portfolio will be charged its pro rata portion of the greater of the Asset Based Fee or the Annual Minimum Fee, in each case calculated in the manner set forth below.
| Trust Assets* | Basis Points |
| First $1 billion in aggregate net assets | [] |
| Next $1 billion in aggregate net assets | [] |
| Next $2 billion in aggregate net assets | [] |
| Aggregate net assets in excess of $4 billion | [] |
Asset Based Fees: (calculated and assessed monthly in arrears based on aggregate net assets of the Trust'):
Annual Minimum Fee (calculated and paid 011 a monthly basis):
| Portfolios |
Annual Minimum Fee |
|
RiverPark Large Growth Fund | |
| RiverPark Wedgewood Fund | |
| RiverPark Short Term High Yield Fund | |
| RiverPark Long/Short Opportunity Fund | $300,000* |
| RiverPark Strategic Income Fund | |
| RiverPark CMBS Floating Rate Fund |
• In the event that one or more new Portfolios are added to or removed from this Agreement after the Amendment Effective Date. the Annual Minimum Fee shall be increased by $[] per new Portfolio added, reduced by $[] for each Portfolio removed leaving at least five Portfolios in the Trust, and reduced by $[] for each Portfolio removed leaving less than five Portfolios in the
Trust.
;Additional Classes:
| • | $[] per annum per class for each class in excess of two per Portfolio |
GRCFees:
N-PORT and N-CEN
| • | $[] per Fund per annum for equity strategy Funds |
| • | $[] per Fund per annum for fixed income strategy Funds |
| • | $[] per Fund per annum for non-exchange traded strategy Funds |
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SEI 354908 RiverPark Funds Trust -Amendment No. 14 to Administration Agreement |
| THIS DOCUMENT CONSTITUTES THE CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES |
CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT AS SUCH INFORMATION IS BOTH (1) NOT MATERIAL AND (2) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED
18F-4
| • | $[] per Fund annual fee for active derivatives Funds |
| • | $[] per Fund annual fee for limited use Funds |
| • | $[] per Fund annual fee for "Bring your own VAR" method |
| • |
Expense Reimbursement:
All reasonable expenses incurred by the Administrator on behalf of a Portfolio will be billed to the applicable Portfolio quarterly in arrears as set forth in Section 7.02 of this Agreement.
Change of Terms:
This schedule is based upon regulatory requirements and Trust's requirements as set forth in as Trust Materials as of the Effective Date. Any material change to any of the foregoing, including but not limited to, a material change in Trust's assets or the investment objective of a Portfolio will constitute a material change to this Agreement. If such a change occurs, the Administrator agrees to review the change with representatives of Trust and provide information concerning the feasibility of implementing any additional or enhanced services and associated costs resulting from such change. The parties shall then in good faith agree to mutually agreeable terms applicable to such additional or enhanced service.
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SEI 354908 RiverPark Funds Trust -Amendment No. 14 to Administration Agreement |
| THIS DOCUMENT CONSTITUTES THE CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES |
