RIVERPARK FUNDS TRUST
000 Xxxx
00xx
Xxxxxx, 00xx
Xxxxx
Xxx Xxxx,
XX 00000
EXPENSE LIMITATION
AGREEMENT
RiverPark
Advisors, LLC (the
“Adviser”) agrees to pay or absorb certain of the expenses of the Funds listed
on Schedule A attached hereto, as may be amended from time to time (each a
“Fund” and collectively, the “Funds”), each Fund being a series of RiverPark
Funds Trust (the “Trust”), a Delaware statutory trust, or to waive fees payable
to the Adviser under the Investment Advisory Agreement between the Adviser and
the Trust (the “Advisory Agreement”), or both, in such amounts as may be
necessary to limit the ordinary annual operating expenses of a Fund (including
all organization and offering expenses, but excluding interest, brokerage
commissions and extraordinary expenses) (the “Operating Expenses”) to the per
annum rate as a percentage of average daily net assets (the “Expense
Limitation”) as set forth on Schedule A attached hereto.
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.
Excess Expense Reimbursement
Agreement
Each Fund of the Trust listed on
Schedule A that is subject to this Expense Limitation Agreement, agrees to
reimburse the Adviser for any of its Operating Expenses in excess of the Expense
Limitation that are paid or absorbed by the Adviser (including through waiver of
the Adviser’s fee) pursuant to the agreement set forth above (“Excess
Expenses”). Such reimbursement will be made as promptly as possible,
and to the maximum extent permissible, without causing the Operating Expenses
for any year to exceed the Expense Limitation; provided, however, that such
reimbursement for Excess Expenses shall be made only if payable within three
years of the end of the fiscal year in which such Excess Expenses were
incurred. This agreement of the Trust on behalf of each Fund to
reimburse the Adviser for Excess Expenses shall terminate in the event the
Adviser terminates the Advisory Agreement without the consent of the
Trust.
[Signature Page
Follows]
Agreed and Accepted as of September __,
2010:
By:
_____________________
Name:
Title:
RIVERPARK ADVISORS,
LLC
By:
_____________________
Name:
Title:
SCHEDULE
A
NAME OF FUND
|
EXPENSE LIMITATION
(as
a percentage of average
daily
net assets)
|
||
Retail
Class
|
Institutional
|
Class
C
|
|
Class
|
|||
RiverPark
Large Growth Fund
|
1.25%
|
1.00%
|
2.00%
|
RiverPark/Wedgewood
Fund
|
1.25%
|
1.00%
|
2.00%
|
RiverPark
Small Cap Growth Fund
|
1.50%
|
1.25%
|
2.25%
|
RiverPark
Short Term High Yield Fund
|
1.25%
|
1.00%
|
N/A
|
RiverPark
Gravity Long-Biased Fund
|
1.25%
|
1.00%
|
2.00%
|
Dated: September __,
2010