INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made and
entered into as of this ___ day of September, 2010 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”).
WHEREAS, the Trust is
registered as an open-end, management investment company under the Investment
Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS, the Trust currently
consists of five Funds as set forth on Schedule A, a copy of which is attached
hereto, as may be amended from time to time to reflect additional Funds that may
be authorized by the Board of Trustees of the Trust; and
WHEREAS, the Board of Trustees
of the Trust has approved this Agreement, and the Adviser is willing to furnish
such services upon the terms and conditions herein set forth.
NOW, THEREFORE, in
consideration of the premises and mutual covenants herein contained, it is
agreed between the parties hereto as follows:
1. Appointment of Investment
Adviser. The Trust desires to employ the Funds’ capital by
investing and reinvesting in investments of the kind and in accordance with the
limitations specified in its Declaration of Trust dated June 22, 2010, as
amended from time to time (the “Charter”), and in its Prospectus and Statement
of Additional Information (“SAI”) as from time to time in effect (the Prospectus
and the SAI being defined as the “Prospectus”), and in the manner and to the
extent as may from time to time be approved by the Board of Trustees of the
Trust. The Trust desires to employ and hereby appoints the Adviser to
act as investment adviser to the Funds. The Adviser accepts the
appointment and agrees to furnish the services for the compensation set forth
below.
2. Delivery of Fund
Documents. The Trust has furnished the Adviser with copies
properly certified or authenticated of each of the following:
(a) Charter;
(b) By-Laws-of
the Trust, as amended from time to time;
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(c)
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Resolutions
of the Trustees of the Trust selecting RiverPark Advisors, LLC, as Adviser
to the Funds and approving the form of this Agreement;
and
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(d) Funds’
Prospectus.
The Trust
will furnish the Adviser from time to time with copies, properly certified or
authenticated, of all amendments of or supplements to the foregoing, if
any.
3. Name of
Funds. The Trust and the Funds may use the name “RiverPark” in
their names only for so long as this Agreement or any other Investment Advisory
Agreement between the Adviser and the Trust, on behalf of the Funds or any
extension, renewal or amendment hereof or thereof remains in effect, including
any similar agreement with any organization which shall have succeeded to the
Adviser’s business as investment adviser. At such time as such an
agreement shall no longer be in effect, the Funds will (to the extent that they
lawfully can) cease to use the “RiverPark” name or any other name indicating
that they are advised by or otherwise connected with the Adviser or any
organization which shall have so succeeded to the Adviser’s
business. The Trust acknowledges that the Adviser may grant the
non-exclusive right to use the “RiverPark” name to any other corporation or
entity, including but not limited to, any investment company of which the
Adviser or any subsidiary or affiliate thereof or any successor to the business
thereof shall be an investment adviser.
4. Services Provided by
Adviser. Subject to the supervision and direction of the Board
of Trustees of the Trust, the Adviser will, either directly or by identifying
and supervising suitable Sub-Advisers (a) act in strict conformity with the
Trust's Declaration of Trust, the Investment Company Act of 1940, as amended
(the "1940 Act") and the Investment Advisers Act of 1940, as amended,
(b) manage each Fund’s portfolio and furnish a continual investment program
for the Funds in accordance with each Fund’s investment objective and policies
as described in the Funds’ Prospectus, (c) make investment decisions for
the Funds, (d) provide the Funds with investment research and statistical
data, advice and supervision, data processing and clerical services,
(e) provide the Funds with office facilities which may be the Adviser's own
offices, (f) determine what securities shall be purchased for the Funds,
what securities shall be held or sold by the Funds, and allocate the net assets
of certain Funds to the approved Sub-Advisers, (g) review asset allocations
and investment policies with the Board of Trustees of the Funds every quarter,
and (h) advise and assist the officers of the Trust in taking such steps as
are necessary or appropriate to carry out the decisions of the Board of Trustees
of the Trust and its committees with respect to the foregoing matters and the
conduct of the business of the Funds. In addition, the Adviser will
furnish the Trust with whatever statistical information the Board of Trustees of
the Trust may reasonably request with respect to the securities that the Funds
may hold or contemplate purchasing.
The
Adviser will keep the Trust informed of developments materially affecting each
Fund's portfolio, and will, on its own initiative, furnish the Trust from time
to time with whatever information the Adviser believes is appropriate for this
purpose.
5. Allocation of Charges and
Expenses. The Adviser will make available, without expense to
the Funds, the services of such of its officers, directors and employees as may
be duly elected officers or trustees of the Funds, subject to the individual
consent of such persons to serve and to any limitations imposed by
law. The Adviser will pay all expenses incurred in performing its
investment advisory services under this Agreement, including compensation of and
office space for officers and employees of the Adviser connected with investment
and economic research, trading and investment management of the
Funds. The Adviser will not be required to pay any investment
advisory related expenses of the Funds other than those specifically allocated
to it in this paragraph 5. In particular, but without limiting the
generality of the foregoing, the Funds will be required to pay: brokerage and
other expenses of executing portfolio transactions; taxes or governmental fees;
interest charges and other costs of borrowing funds; litigation and
indemnification expenses and other extraordinary expenses not incurred in the
ordinary course of the Funds’ business.
6. Compensation of the
Adviser. In consideration of the services rendered pursuant to
this Agreement, each Fund will pay to the Adviser an annual investment advisory
fee, paid on a monthly basis, of its respective average daily net assets in
accordance with the fees set forth on Schedule A hereto.
In the
event of any termination of this Agreement, the fees provided for in this
paragraph 6 shall be calculated on the basis of a period ending on the last day
on which this Agreement is in effect, subject to a pro rata adjustment based
on the number of days elapsed in the current period as a percentage of the total
number of days in such period.
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7. Services to Other
Accounts. The Trust understands that the Adviser may act as
investment adviser to fiduciary and other managed accounts, and the Trust has no
objection to the Adviser so acting, provided that whenever the Funds and one or
more other accounts advised by the Adviser are prepared to purchase, or desire
to sell, the same security, available investments or opportunities for sales
will be allocated in a manner believed by the Adviser to be equitable to each
entity. The Trust recognizes that in some cases this procedure may
affect adversely the price paid or received by the Funds or the size of the
position purchased or sold by the Funds. In addition, the Trust
understands that the persons employed by the Adviser to provide service to the
Funds in connection with the performance of the Adviser's duties under this
Agreement will not devote their full time to that service. Moreover,
nothing contained in this Agreement will be deemed to limit or restrict the
right of the Adviser or any "affiliated person" of the Adviser to engage in and
devote time and attention to other businesses or to render services of whatever
kind or nature to other persons or entities, including serving as investment
adviser to, or employee, officer, director or trustee of, other investment
companies.
8. Brokerage and Avoidance of
Conflicts of Interest. In connection with purchases or sales
of portfolio securities for the account of the Funds, neither the Adviser nor
any of its members, officers or employees will act as a principal or agent or
receive any commission with respect to such purchases or sales. The
Adviser or its agents shall arrange for the placing of all orders for the
purchase and sale of portfolio securities for each Fund's account with brokers
or dealers selected by the Adviser. In the selection of such brokers
or dealers and the placing of such orders, the Adviser will use its best efforts
to seek for the Funds the most favorable execution and net price available and
will consider all factors it deems relevant in making such decisions including,
but not limited to, price (including any applicable brokerage commission or
dealer spread), size of order, difficulty of execution, and operational
facilities of the firm involved and the firm's risk in positioning a block of
securities.
The
parties agree that it is in the interests of the Funds that the Adviser have
access to supplemental investment and market research and security and economic
analyses provided by brokers who may execute brokerage transactions at a higher
cost to the Funds than may result when brokerage is allocated to other brokers
on the basis of the best price and execution. The Adviser is
authorized to place orders for the purchase and sale of securities for the Funds
with such brokers, subject to review by the Funds’ Trustees from time to
time. In selecting brokers or dealers to execute a particular
transaction and in evaluating the best price and execution available, the
Adviser may consider the brokerage and research services (as such terms are
defined in Section 28(e) of the Securities Exchange Act of 1934, as amended)
provided to the Fund and/or other accounts over which the Adviser exercises
investment discretion.
9. Standard of Care; Limitation
of Liability. The Adviser will exercise its best judgment in
rendering the services described in paragraph 4 above. The Adviser
shall not be liable for any error of judgment or mistake of law or for any loss
suffered by the Funds in connection with the matters to which this Agreement
relates, except a loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by the Adviser of its obligations and duties under this Agreement, or
a loss resulting from a breach of fiduciary duty with respect to receipt of
compensation for services (in which case any award of damages shall be limited
to the period and amount set forth in Section 36(b)(3) of the 1940
Act). Any person, even though an officer, director, employee, or
agent of the Adviser, who may be or become an officer, trustee, employee or
agent of the Funds, will be deemed, when rendering services to the Funds, to be
rendering such services to, or acting solely for, the Funds and not as an
officer, director, employee or agent, or one under the control or direction of
the Adviser, even though paid by it.
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10. Duration and Termination of
this Agreement. This Agreement shall remain in force for an
initial term of two years and from year to year thereafter, but only so long as
such continuance is specifically approved at least annually by the vote of a
majority of the Trustees who are not interested persons of the Adviser or of the
Funds, cast in person at a meeting called for the purpose of voting on such
approval and by a vote of the Board of Trustees or of a majority of the
outstanding voting securities of the Funds. The aforesaid requirement
that continuance of this Agreement be specifically approved at least annually
shall be construed in a manner consistent with the 1940 Act and the rules and
regulations thereunder. This Agreement may, on sixty (60) days,
written notice, be terminated at any time without the payment of any penalty, by
the Board of Trustees of the Funds, or by vote of a majority of the outstanding
voting securities of the Funds, or by the Adviser. This Agreement
shall automatically terminate in the event of its assignment. In
interpreting the provisions of this Agreement, the definitions contained in
Section 2(a) of the 1940 Act (particularly the definitions of "interested
person", "assignment" and "majority of the outstanding voting securities"), as
from time to time amended, shall be applied, subject, however, to such
exemptions, as may be granted by the Securities and Exchange Commission by any
rule, regulation or order.
11. Amendment of this
Agreement. No provisions of this Agreement may be amended,
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the amendment, change,
waiver, discharge or termination is sought, and no amendment of this Agreement
shall be effective until approved by vote of the holders of a majority of the
outstanding voting securities of the Funds and by the Board of Trustees of the
Funds, including a majority of the Trustees who are not interested persons of
the Adviser or of the Funds, cast in person at a meeting called for the purpose
of voting on such approval.
12. Notice. Any
notice, advice or report to be given pursuant to this Agreement shall be
delivered or mailed:
To the Adviser
at:
RiverPark
Advisors, LLC
000 Xxxx
00xx
Xxxxxx, 00xx
Xxxxx
Xxx Xxxx,
XX 00000
Attn: Xxxxx
Xxxxxx
To the Trust and the Funds
at:
000 Xxxx
00xx
Xxxxxx, 00xx
Xxxxx
Xxx Xxxx,
XX 00000
Attn: Xxxxx
Xxxxxx
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with a copy
to:
Blank
Rome LLP
000
Xxxxxxxxx Xxxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx X. Xxxxxx, Esq.
13. Governing
Law. This Agreement constitutes the entire agreement of the
parties, shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and shall be governed by New York law in
a manner not in conflict with the provisions of the 1940 Act.
14. Miscellaneous. Neither
the holders of Shares of the Funds nor the Trustees shall be personally liable
hereunder. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or
effect. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement may be
executed simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
15. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
If you
are in agreement with the foregoing, please sign the form of acceptance on the
accompanying counterpart of this letter and return such counterpart to the
Funds, whereupon this letter shall become a binding contract between the Trust,
on behalf of the Funds, and the Adviser.
IN WITNESS WHEREOF, the
parties hereto have caused this instrument to be executed by their officers
designated below as of the day and year first above written.
By:________________________________
Name: Xxxxx
Xxxxxx
Title:
RIVERPARK
ADVISORS, LLC
By:________________________________
Name: Xxxxx
Xxxxxx
Title:
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SCHEDULE
A
Separate
Series of RiverPark Funds Trust
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NAME OF FUND
|
ADVISORY FEE
(as
a percentage of average
daily
net assets)
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RiverPark
Large Growth Fund
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0.65%
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RiverPark/Wedgewood
Fund
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0.65%
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RiverPark
Small Cap Growth Fund
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0.90%
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RiverPark
Short Term High Yield Fund
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0.65%
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RiverPark
Gravity Long-Biased Fund
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0.90%
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