AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of RiverPark Commercial Real Estate Fund a Delaware Statutory TrustAgreement and Declaration of Trust • September 1st, 2016 • RiverPark Commercial Real Estate Fund • Delaware
AGREEMENT AND DECLARATION OF TRUST made this 11th day of August, 2016, by the Trustee(s) hereunder, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided. This Agreement and Declaration of Trust shall be effective upon the filing of the Certificate of Trust in the office of the Secretary of State of the State of Delaware.
CUSTODIAN AGREEMENTCustodian Agreement • September 1st, 2016 • RiverPark Commercial Real Estate Fund • New York
THIS AGREEMENT, dated as of August 12, 2016, between RIVERPARK COMMERCIAL REAL ESTATE FUND (the “Trust”), a closed-end management investment company and statutory trust organized under the laws of the State of Delaware and registered with the Commission under the Investment Company Act of 1940 (“the 1940 Act”) on behalf of each series thereof set forth on Appendix A hereto, as may be amended from time to time (each, the “Fund” and collectively the “Funds”), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&Co. or the Custodian).
DISTRIBUTION AGREEMENTDistribution Agreement • September 1st, 2016 • RiverPark Commercial Real Estate Fund • Pennsylvania
THIS DISTRIBUTION AGREEMENT (this “Agreement’) is made as of this 12th day of August, 2016, by and between RiverPark Commercial Real Estate Fund (the “Trust”), a Delaware statutory trust, and SEI Investments Distribution Co. (the “Distributor”), a Pennsylvania corporation.
SUB-ADVISORY AGREEMENTSub-Advisory Agreement • September 1st, 2016 • RiverPark Commercial Real Estate Fund • New York
THIS AGREEMENT is made and entered into as of this 12th day of August, 2016, by and among RiverPark Advisors, LLC, a Delaware limited liability company (the “Adviser”), Talimco, LLC, a Delaware limited liability company (the “Sub-Adviser”), and the RiverPark Commercial Real Estate Fund, a Delaware statutory trust (the “Fund”).
RIVERPARK COMMERCIAL REAL ESTATE FUND SUBSCRIPTION AGREEMENT FOR SEED CAPITALSubscription Agreement • September 1st, 2016 • RiverPark Commercial Real Estate Fund
This Subscription Agreement for Seed Capital (the “Agreement”) is made as of the 25th day of August, 2016 between Morty Schaja (“Purchaser”), and RiverPark Commercial Real Estate Fund (the “Fund”), a Delaware statutory trust.
AMENDMENT NO.1Agency Agreement • September 1st, 2016 • RiverPark Commercial Real Estate Fund
THIS AMENDMENT (the “Amendment”) to the AGENCY AGREEMENT executed on the 18th day of August 2016 (the “Effective Date”) by and between DST SYSTEMS, INC., a Delaware corporation with offices at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 (“DST”), and RIVERPARK FUNDS TRUST, a statutory trust existing under the laws of the State of Delaware, having its principal place of business at 156 W 56th Street, New York, NY 10019 (the “Trust”), acting on behalf of its series set forth on Schedule I, attached hereto, as may be amended from time to time (each a “Fund” and collectively, the “Funds”):
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • September 1st, 2016 • RiverPark Commercial Real Estate Fund • New York
THIS INVESTMENT ADVISORY AGREEMENT dated August 12, 2016, is made and entered into by and between RiverPark Advisors, LLC, a Delaware limited liability company (the “Adviser”) and RiverPark Commercial Real Estate Fund, a Delaware statutory trust (the “Fund”).
ADMINISTRATION AGREEMENTAdministration Agreement • September 1st, 2016 • RiverPark Commercial Real Estate Fund • Pennsylvania
THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made as of made this __ day of August, 2016, with effect from and after the 1st day of October, 2016 (the “Effective Date”), by and between RiverPark Commercial Real Estate Fund, a statutory trust formed under the laws of the State of Delaware (the “the Trust”), RiverPark Advisors LLC, a limited liability company organized under the laws of Delaware (the “Investment Adviser”) and SEI Investments Global Funds Services, a statutory trust formed under the laws of the State of Delaware (the “Administrator”).
RIVERPARK COMMERCIAL REAL ESTATE FUNDExpense Limitation Agreement • September 1st, 2016 • RiverPark Commercial Real Estate Fund
This Expense Limitation Agreement shall continue in effect for at least one year from the effective date of the registration statement of the Fund, and for annual periods thereafter unless the Adviser shall notify the Fund of the termination of this Expense Limitation Agreement not less than 30 days prior to the end of the then-annual period. This Expense Limitation Agreement may be terminated by the 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 Fund shall be authorized by resolution of a majority of the Non-Interested Trustees of the Fund or by a vote of a majority of the outstanding voting securities of the Fund.
