0001398344-12-001055 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • March 20th, 2012 • Riverpark Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 19th day of March, 2012, by and among RiverPark Advisors, LLC, a Delaware limited liability company (the “Adviser”), Gargoyle Investment Advisor L.L.C., a New York limited liability company (the “Sub-Adviser”), and the RiverPark Funds Trust, a Delaware statutory trust (the “Trust”) on behalf of its series, RiverPark/Gargoyle Hedged Value Fund (the “Fund”).

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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”).

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