AMENDMENT NO. 18 TO ADMINISTRATION AGREEMENT
THIS AMENDMENT NO. 18 TO ADMINISTRATION AGREEMENT (this “Amendment”), made this 20th day of August, 2025 (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”).
WHEREAS:
| 1. | The parties hereto entered into an Administration Agreement, dated as of September 8, 2010, as amended by Amendment No. 1, dated October 1, 2011; Amendment No. 2, dated |
April 1, 2012; Amendment No. 3, dated May, 2013; Amendment No. 4, dated August 12,
2013; Amendment No. 5, dated January 29, 2015; Amendment No. 6, dated August 10,
2015; Amendment No. 7, dated October 1, 2015; Amendment No. 10, dated October 1,
2016, Amendment No. 11 dated August 7, 2018, Amendment No. 12 dated May 8, 2019,
Amendment No. 13 dated August 19, 2022, Amendment No. 14 dated October 1, 2022,
Amendment No. 15 dated June 30, 2023, and Amendment No. 16 dated December 20,
2023, Amendment No. 17 dated August 22, 2024 (together, the “Agreement”), pursuant to which, among other things, the Administrator agreed to provide certain administration services on behalf of the Trust;
| 2. | The parties acknowledge and agree that due to a numbering error, no Amendment No. 8 or Amendment No. 9 to the Agreement exist; and |
| 3. | The parties hereto desire to further amend the Agreement on the terms and subject to the conditions provided herein. |
NOW THEREFORE, in consideration of the premises, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:
| 1. | Defined Terms. Except as specifically set forth herein, defined terms used herein shall have their respective meanings as set forth in the Agreement. |
| 2. | Section 9.01 (Term and Renewal). Section 9.01 (Term and Renewal) of the Agreement is hereby deleted in its entirety and replaced as follows: |
9.01 Term and Renewal. This Agreement shall become effective as of the Effective Date and shall remain in effect through and until September 30, 2028 (the “Initial Term”), and thereafter shall automatically renew for successive two year terms (each such period, a “Renewal Term”) unless terminated by any party giving written notice of non-renewal at least one hundred twenty days prior to the last day of the then current term to each other party hereto.
| 3. | Section 9.02.02. Section 9.02.02 of the Agreement is hereby deleted in its entirety and replaced as follows: |
9.02.02 This Agreement may be terminated by any party giving one hundred eighty days prior notice in writing to the other parties prior to “liquidation” of the Trust. For purposes of this Section 9.02.02, the term “Liquidation” shall mean any transaction in which all of the assets of the Trust are either sold or redeemed in kind such that shareholders no longer have any interests in the Trust. A termination pursuant to this Section 9.02.02 shall be effective as of the date of such Liquidation. Notwithstanding the foregoing,
the right to terminate set forth in this Section 9.02.02 shall not relieve the Trust of its obligation to pay the fees set forth on Schedule III for the remainder of the one hundred eighty day period set forth in this Section 9.02.02, which amount shall be payable prior to the effective date of such liquidation.
RiverPark Funds Trust – Amendment No. 18 to Administration Agreement #1300842v5 | 1 |
THIS DOCUMENT CONSTITUTES THE CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES
| 4. | Section 9.02.04. Section 9.02.04 of the Agreement is hereby deleted in its entirety and replaced as follows: |
| 9.02.04. | Notwithstanding anything contained in this Agreement to the contrary, in the event of a merger, acquisition, change in control, or restructuring, reorganization, or any decision involving the Trust that is not deemed to be a Liquidation of the Trust causes it to cease to use the Administrator as a provider of Services in favor of another service provider prior to the expiration of the then current term of this Agreement, the Administrator shall use reasonable efforts to facilitate the deconversion of the Trust to such successor service provider; provided, however that the Administrator makes no guaranty that such deconversion shall happen as of any particular date. In connection with the foregoing and prior to the effective date of such deconversion, the deconverting Trust shall pay to the Administrator (1) all fees and other costs as set forth in Schedule III as if the Administrator had continued providing Services until the expiration of the then current term and calculated based upon the assets of the deconverting Trust on the date notice of termination in accordance with this Section was given and (2) all fees and expenses previously waived by the Administrator at any time during the term of the Agreement. This Agreement shall terminate effective as of the conclusion of the deconversion as set forth in this Section. |
| 5. | Schedule III (Schedule of Fees). From and after the Amendment Effective Date, Schedule III (Schedule of Fees) is hereby deleted in its entirety and replaced with the Schedule III (Schedule of Fees) attached hereto as Attachment 1 and made a part herewith. |
| 6. | Ratification of Agreement. Except as expressly amended and provided herein, all of the terms, conditions and provisions of the Agreement are hereby ratified and shall continue in full force and effect. |
| 7. | Counterparts. This Amendment may be executed in two or more counterparts, all of which shall constitute one and the same instrument. Each such counterpart shall be deemed an original, and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. This Amendment shall be deemed executed by each party when any one or more counterparts hereof or thereof, individually or taken together, bears the original, facsimile or scanned signatures of each of the parties. |
| 8. | Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of the Administrator the Trust and each of their respective permitted successors and assigns. |
| 9. | Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws or choice of laws rules or principles thereof. To the extent that the applicable laws of the Commonwealth of Pennsylvania, or any of the provisions of this Amendment, conflict with the applicable provisions of the 1940 Act, the Securities Act of 1933 or the Securities Exchange Act of 1934, the latter shall control. |
RiverPark Funds Trust – Amendment No. 18 to Administration Agreement #1300842v5 | 2 |
THIS DOCUMENT CONSTITUTES THE CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the Amendment Effective Date.
| ADMINISTRATOR: | TRUST: | |
| SEI INVESTMENTS GLOBAL FUNDS SERVICES | RIVERPARK FUNDS TRUST | |
| By: /s/ Sean Lawlor | By: /s/ Kenneth Gilison | |
| Name: Sean Lawlor | Name: Kenneth Gilison | |
| Title: Vice President | Title: Authorized Signatory |
RiverPark Funds Trust – Amendment No. 18 to Administration Agreement #1300842v5 | 3 |
THIS DOCUMENT CONSTITUTES THE CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES
ATTACHMENT 1
SCHEDULE III
Schedule of Fees
Administration and Accounting Fee:
The following fees are due and payable monthly to Administrator pursuant to Section 8 of the Agreement. Each Portfolio will be charged its pro rata portion of the greater of the Asset Based Fee or the Annual Minimum Fee, in each case calculated in the manner set forth below.
Asset Based Fees: (calculated and assessed monthly in arrears based on aggregate net assets of the Trust*):
| Trust Assets | Basis Points |
| First $1 billion in aggregate net assets | [] |
| Between $1 and 1.5 billion in aggregate net assets | [] |
| Between $1.5 and 2.5 billion in aggregate net assets | [] |
| Aggregate net assets in excess of $2.5 billion | [] |
Annual Minimum Fee (calculated and paid on a monthly basis):
| • | The Annual Minimum Fee shall be $[] for the first six Portfolios and increased by $[] per new Portfolio added beyond six Portfolios, however from the launch of that new Portfolio until the first anniversary of the new Portfolio the $[] Annual Minimum Fee shall be reduced to |
$[]. For each Portfolio removed leaving at least five Portfolios in the Trust, the Annual Minimum Fee shall be reduced by $[], and for each Portfolio removed leaving less than five Portfolios in the Trust it shall be reduced by $[].
Additional Classes:
| • | $[] per annum per class for each class in excess of two per Portfolio |
GRC Fees:
N-PORT and N-CEN
| • | $[] per Fund per annum for equity strategy Funds |
| • | $[] per Fund per annum for fixed income strategy Funds |
| • | $[] per Fund per annum for non-exchange traded strategy Funds |
18F-4
| • | $[] per Fund annual fee for active derivatives Funds |
| • | $[] per Fund annual fee for limited use Funds |
| • | $[] per Fund annual fee for “Bring your own VAR” method |
TAILORED SHAREHOLDER REPORTING
| • | $[] per Fund one-time implementation fee |
| • | $[] per Fund annual fee for preparation of Tailored Shareholder Reports |
| • | $[] per Fund (or $[] per share class) annual fee for filing costs |
RiverPark Funds Trust – Amendment No. 18 to Administration Agreement #1300842v5 | 4 |
THIS DOCUMENT CONSTITUTES THE CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES
Expense Reimbursement:
All reasonable expenses incurred by the Administrator on behalf of a Portfolio will be billed to the applicable Portfolio quarterly in arrears as set forth in Section 7.02 of this Agreement.
Change of Terms:
This schedule is based upon regulatory requirements and Trust’s requirements as set forth in its Trust Materials as of the Effective Date. Any material change to any of the foregoing, including but not limited to, a material change in Trust’s assets or the investment objective of a Portfolio will constitute a material change to this Agreement. If such a change occurs, the Administrator agrees to review the change with representatives of Trust and provide information concerning the feasibility of implementing any additional or enhanced services and associated costs resulting from such change. The parties shall then in good faith agree to mutually agreeable terms applicable to such additional or enhanced service.
RiverPark Funds Trust – Amendment No. 18 to Administration Agreement #1300842v5 | 5 |
THIS DOCUMENT CONSTITUTES THE CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES