0001398344-12-000245 Sample Contracts

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").

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RIVERPARK FUNDS TRUST
Expense Limitation Agreement • January 30th, 2012 • Riverpark Funds Trust

This Expense Limitation Agreement shall continue in effect through January 31, 2012 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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