0001398344-13-004231 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 30th, 2013 • Riverpark Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 1st day of August, 2013, by and among RiverPark Advisors, LLC, a Delaware limited liability company (the “Adviser”), Cohanzick Management, LLC, a Delaware limited liability company (the “Sub-Adviser”), and the RiverPark Funds Trust, a Delaware statutory trust (the “Trust”) on behalf of its series, RiverPark Strategic Income Fund (the “Fund”).

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RIVERPARK FUNDS TRUST
Riverpark Funds Trust • August 30th, 2013 • Riverpark Funds Trust

This Expense Limitation Agreement shall continue in effect through January 31, 2014 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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