0001398344-15-001153 Sample Contracts

AMENDMENT NUMBER FOUR TO DISTRIBUTION AGREEMENT
Distribution Agreement • February 23rd, 2015 • Riverpark Funds Trust • Delaware

THIS AMENDMENT NUMBER FOUR to the Distribution Agreement (this “Amendment”) is entered into as of the 12th day of February, 2015 with effect retroactively from and after October 1, 2013 (“Amendment Effective Date”) by and among RiverPark Funds Trust (the “Trust”), a Delaware statutory trust, RiverPark Advisors, LLC (solely as relating to its obligations set forth in Section 7.3 and Schedule C of the Agreement), as investment advisor to the Trust (“Investment Advisor”) and SEI Investments Distribution Co. (the “Distributor”).

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AMENDMENT NO. 5 TO ADMINISTRATION AGREEMENT
Administration Agreement • February 23rd, 2015 • Riverpark Funds Trust • Pennsylvania

THIS AMENDMENT NO. 5 TO ADMINISTRATION AGREEMENT (this “Amendment”), made this 12th day of February, with effect retroactively from and after October 1, 2013 (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”).

RIVERPARK FUNDS TRUST
Expense Limitation Agreement • February 23rd, 2015 • Riverpark Funds Trust

This Expense Limitation Agreement shall continue in effect through January 31, 2016 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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