RIVERPARK FUNDS TRUST

156 West 56^th Street, 17^th Floor

New York, NY 10019

EXPENSE LIMITATION AGREEMENT

RiverPark Advisors, LLC (the “Adviser”) agrees to pay or absorb certain of the expenses of the Fund listed on Schedule A attached hereto, as may be amended from time to time (the “Fund”), a series of RiverPark Funds Trust (the “Trust”), a Delaware statutory trust, or to waive fees payable to the Adviser under the Investment Advisory Agreement between the Adviser and the Trust (the “Advisory Agreement”), or both, in such amounts as may be necessary to limit the ordinary annual operating expenses of the Fund (including all organization and offering expenses, but excluding interest, brokerage commissions, dividends on short sales and interest expense on securities sold short, acquired fund fees and expenses and extraordinary expenses) (the “Operating Expenses”) to the per annum rate as a percentage of average daily net assets (the “Expense Limitation”) as set forth on Schedule A attached hereto.

This Expense Limitation Agreement shall continue in effect through April 30, 2017 and for annual periods thereafter unless the Adviser shall notify the Trust of the termination of this Expense Limitation Agreement with respect to the 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 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 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 Fund.

Excess Expense Reimbursement Agreement

The Fund of the Trust listed on Schedule A that is subject to this Expense Limitation Agreement, agrees to reimburse the Adviser for any of its Operating Expenses in excess of the Expense Limitation that are paid or absorbed by the Adviser (including through waiver of the Adviser’s fee) pursuant to the agreement set forth above (“Excess Expenses”). Such reimbursement will be made as promptly as possible, and to the maximum extent permissible, without causing the Operating Expenses for any year to exceed the Expense Limitation; provided, however, that such reimbursement for Excess Expenses shall be made only if payable within three years of the end of the fiscal year in which such Excess Expenses were incurred. This agreement of the Trust on behalf of the Fund to reimburse the Adviser for Excess Expenses shall terminate in the event the Adviser terminates the Advisory Agreement without the consent of the Trust.

[Signature Page Follows]

Agreed and Accepted as of March 18, 2016:

RIVERPARK FUNDS TRUST
By:	/s/ Morty Schaja
Name:	Morty Schaja
Title:	Chairman
RIVERPARK ADVISORS, LLC
By:	/s/ Morty Schaja
Name:	Morty Schaja
Title:	CEO

SCHEDULE A

Series of RiverPark Funds Trust

NAME OF FUND	EXPENSE LIMITATION(as a percentage of average daily net assets)
	Retail Class	Institutional Class
RiverPark Commercial Real Estate Fund	1.25%	1.00%

Dated: March 18, 2016