Common use of VALUATION AND VALUATION DATE Clause in Contracts

VALUATION AND VALUATION DATE. 2.1. On the Closing Date, the Acquiring Fund will deliver to the Acquired Fund a number of Class A, Class C, Class K, and Class Y Acquiring Fund Shares (including fractional shares, if any) determined as provided in Section 1. 2.2. The value of the Acquired Fund's net assets will be computed as of the Valuation Date (as defined in Section 2.4 of this Agreement) using the valuation procedures for the Acquiring Fund set forth in the Trust's Amended and Restated Agreement and Declaration of Trust, as amended (the "Declaration of Trust") and the Acquiring Fund's then current prospectus or prospectuses and statement of additional information or statements of additional information (collectively, as amended or supplemented from time to time, the "Acquiring Fund Prospectus"). 2.3. The net asset value of a Class A, Class C, Class K, or Class Y Acquiring Fund Share shall be the net asset value per Class A share, Class C, Class K, or Class Y share, as the case may be, of the Acquiring Fund computed as of the Valuation Date using the valuation procedures for the Acquiring Fund set forth in the Declaration of Trust and the Acquiring Fund Prospectus. 2.4. The Valuation Date shall be 4:00 p.m. Eastern time, and after the declaration of any dividends by the Acquired Fund, on the business day immediately preceding the Closing Date, or such earlier date as may be mutually agreed upon in writing by the parties hereto (the "Valuation Date"). 2.5. The Acquiring Fund shall issue the Acquiring Fund Shares to the Acquired Fund on one or more share deposit receipts registered in the name of the Acquired Fund. The Acquired Fund shall distribute in liquidation the Acquiring Fund Shares received by it hereunder to its shareholders as contemplated by Section 1.1, by redelivering such share deposit receipts to the Trust's transfer agent which will as soon as practicable set up open accounts for Acquired Fund shareholders in accordance with written instructions furnished by the Acquired Fund. Immediately after the close of business on the Valuation Date, the share transfer books of the Acquired Fund will be closed and no further transfers of Acquired Fund shares will be made. 2.6. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest, cash or such dividends, rights and other payments received by it on or after the Closing Date with respect to the Investments (as defined in Section 4.1 of this Agreement) and other properties and assets of the Acquired Fund, whether accrued or contingent, received by it on or after the Closing Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued unless the securities in respect of which such distribution is made shall have gone "ex" such distribution prior to the Valuation Date, in which case any such distribution which remains unpaid at the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund. 2.7. All computations of value shall be made by the pricing agent for the Acquiring Fund, in accordance with its regular practice in pricing the shares and assets of the Acquiring Fund using the valuation procedures set forth in the Declaration of Trust and the Acquiring Fund Prospectus.

VALUATION AND VALUATION DATE. 2.1. On the Closing Date, the Acquiring Fund will deliver to the each Acquired Fund a number of Class A, Class CB, Class KC, and Class Y Z Acquiring Fund Shares (including fractional shares, if any) determined as provided in Section 1. 2.2. The value of the each Acquired Fund's ’s net assets will be computed as of the Valuation Date (as defined in Section 2.4 of this Agreement) using the valuation procedures for the Acquiring Fund set forth in the Trust's Amended and Restated Agreement and Acquiring Trust Declaration of Trust, as amended (the "Declaration of Trust") Trust and the Acquiring Fund's then current prospectus or prospectuses and statement of additional information or statements of additional information (collectively, as amended or supplemented from time to time, the "Acquiring Fund Prospectus")Registration Statement. 2.3. The net asset value of a Class A, Class CB, Class KC, or Class Y Z Acquiring Fund Share shall be the net asset value per Class A shareA, Class B, Class C, Class K, or Class Y Z share, as the case may be, of the Acquiring Fund computed as of the Valuation Date using the valuation procedures for the Acquiring Fund set forth in the Acquiring Trust Declaration of Trust and the Acquiring Fund ProspectusRegistration Statement. 2.4. The Valuation Date shall be 4:00 p.m. Eastern time, and after the declaration of any dividends by the each Acquired Fund, on the business day immediately preceding the Closing Date, or such earlier date as may be mutually agreed upon in writing by the parties hereto (the "“Valuation Date"”). 2.5. The Acquiring Fund shall issue the Acquiring Fund Shares to the each Acquired Fund on one or more share deposit receipts registered in the name of the Acquired Fund. The Each Acquired Fund shall distribute in liquidation the Acquiring Fund Shares received by it hereunder to its shareholders as contemplated by Section 1.1, by redelivering such share deposit receipts to the Acquiring Trust's ’s transfer agent which will as soon as practicable set up open accounts for Acquired Fund shareholders in accordance with written instructions furnished by the each Acquired Fund. Immediately after the close of business on the Valuation Date, the share transfer books of the each Acquired Fund will be closed and no further transfers of Acquired Fund shares will be made. 2.6. The Each Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest, cash or such dividends, rights and other payments received by it on or after the Closing Date with respect to the Investments (as defined in Section 4.1 of this Agreement) and other properties and assets of the such Acquired Fund, whether accrued or contingent, received by it on or after the Closing Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued unless the securities in respect of which such distribution is made shall have gone "“ex" ” such distribution prior to the Valuation Date, in which case any such distribution which remains unpaid at the Closing Date shall be included in the determination of the value of the assets of the each Acquired Fund acquired by the Acquiring Fund. 2.7. All computations of value shall be made by the pricing agent for the Acquiring Fund, in accordance with its regular practice in pricing the shares and assets of the Acquiring Fund using the valuation procedures set forth in the Acquiring Trust Declaration of Trust and the Acquiring Fund ProspectusRegistration Statement.

VALUATION AND VALUATION DATE. 2.1. On the Closing Date, the Acquiring New Fund will deliver to the Acquired Interval Fund a the number of Class A, Class C, Class K, and Class Y Acquiring New Fund Shares (including fractional shares, if any) determined as provided in Section 1. 2.2. The value of the Acquired Interval Fund's net ’s assets will be computed as of the Valuation Date (as defined in Section 2.4 of this Agreement) ), using the valuation procedures for the Acquiring New Fund set forth in the Trust's Amended and Restated Agreement and Declaration of Trust, as amended RiverPark Funds Trust Instrument (the "Declaration of Trust"“RiverPark Funds Trust Instrument”) and the Acquiring New Fund's then ’s then-current prospectus or prospectuses and statement of additional information or statements of additional information (collectively, as amended or supplemented from time to time, the "Acquiring “New Fund Prospectus"”). 2.3. The net asset value of a Class A, Class C, Class K, or Class Y Acquiring New Fund Share shall be equal to the net asset value per Class A share, Class C, Class K, or Class Y share, as the case may be, share of the Acquiring an Interval Fund computed Share as of the Valuation Date using the valuation procedures for the Acquiring Fund set forth in the Declaration of Trust and the Acquiring Fund ProspectusClosing Date. 2.4. The Valuation Date shall be as of 4:00 p.m. Eastern time, and after the declaration of any dividends by the Acquired Fund, time on the business day immediately preceding the Closing Date, or such earlier other date as may be mutually agreed upon in writing by the parties hereto (the "“Valuation Date"”). 2.5. The Acquiring New Fund shall issue the Acquiring New Fund Shares to the Acquired Interval Fund on one or more share deposit receipts registered in the name of the Acquired Interval Fund. The Acquired Interval Fund shall distribute in liquidation the Acquiring New Fund Shares received by it hereunder to its shareholders as contemplated by Section 1.1, by redelivering such share deposit receipts to the RiverPark Trust's ’s transfer agent agent, which will as soon as practicable set up open accounts for Acquired Interval Fund shareholders in accordance with written instructions furnished by the Acquired Interval Fund. Immediately after the close of business on the Valuation Date, the share transfer books of the Acquired Interval Fund will be closed and no further transfers of Acquired Interval Fund shares will be made. 2.6. The Acquired Interval Fund will pay or cause to be paid to the Acquiring New Fund any interest, cash or such dividends, rights and other payments received by it on or after the Closing Date with respect to the Investments (as defined in Section 4.1 4.1(s) of this Agreement) and other properties and assets of the Acquired Interval Fund, whether accrued or contingent, received by it on or after the Closing Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring New Fund at the Closing Date and shall not be separately valued unless the securities in respect of which such distribution is made shall have gone "“ex" ” such distribution prior to before the Valuation Date, in which case any such distribution which that remains unpaid at the Closing Date shall be included in the determination of the value of the assets of the Acquired Interval Fund acquired by the Acquiring New Fund. 2.7. All computations of value shall be made by the each Fund’s respective pricing agent for the Acquiring Fundagent, in accordance with the requirements of the 1940 Act and its regular practice in pricing the shares and assets of the Acquiring Fund using the valuation procedures set forth in required by Section 2.2 or 2.3, as applicable, and shall be subject to confirmation by each Fund’s respective independent registered public accounting firm upon reasonable request by the Declaration of Trust and the Acquiring Fund Prospectusother Fund.

VALUATION AND VALUATION DATE. 2.1. On the Closing Date, the Acquiring Fund will deliver to the Acquired Fund a number of Class A, Class CB, Class KC, and Class Y K Acquiring Fund Shares (including fractional shares, if any) determined as provided in Section 1. 2.2. The value of the Acquired Fund's net assets will be computed as of the Valuation Date (as defined in Section 2.4 of this Agreement) using the valuation procedures for the Acquiring Fund set forth in the Trust's Amended and Restated Agreement and Declaration of Trust, as amended (the "Declaration of Trust") and the Acquiring Fund's then current prospectus or prospectuses and statement of additional information or statements of additional information (collectively, as amended or supplemented from time to time, the "Acquiring Fund Prospectus"). 2.3. The net asset value of a Class A, Class CB, Class KC, or Class Y K Acquiring Fund Share shall be the net asset value per Class A share, Class CB, Class KC, or Class Y K share, as the case may be, of the Acquiring Fund computed as of the Valuation Date using the valuation procedures for the Acquiring Fund set forth in the Declaration of Trust and the Acquiring Fund Prospectus. 2.4. The Valuation Date shall be 4:00 p.m. Eastern time, and after the declaration of any dividends by the Acquired Fund, on the business day immediately preceding the Closing Date, or such earlier date as may be mutually agreed upon in writing by the parties hereto (the "Valuation Date"). 2.5. The Acquiring Fund shall issue the Acquiring Fund Shares to the Acquired Fund on one or more share deposit receipts registered in the name of the Acquired Fund. The Acquired Fund shall distribute in liquidation the Acquiring Fund Shares received by it hereunder to its shareholders as contemplated by Section 1.1, by redelivering such share deposit receipts by Section 1.1, by redelivering such share deposit receipts to to the Trust's transfer agent which will as soon as practicable set up open accounts for Acquired Fund shareholders in accordance with written instructions furnished by the Acquired Fund. Immediately after the close of business on the Valuation Date, the share transfer books of the Acquired Fund will be closed and no further transfers of Acquired Fund shares will be made. 2.6. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest, cash or such dividends, rights and other payments received by it on or after the Closing Date with respect to the Investments (as defined in Section 4.1 of this Agreement) and other properties and assets of the Acquired Fund, whether accrued or contingent, received by it on or after the Closing Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued unless the securities in respect of which such distribution is made shall have gone "ex" such distribution prior to the Valuation Date, in which case any such distribution which remains unpaid at the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund. 2.7. All computations of value shall be made by the pricing agent for the Acquiring Fund, in accordance with its regular practice in pricing the shares and assets of the Acquiring Fund using the valuation procedures set forth in the Declaration of Trust and the Acquiring Fund Prospectus.

VALUATION AND VALUATION DATE. 2.1. On the Closing Date, the Acquiring Fund will deliver to the Acquired Fund a number of Class A, Class C, Class K, and Class Y Acquiring Fund Shares (including fractional shares, if any) determined as provided in Section 1. 2.2. The value of the Acquired Fund's ’s net assets will be computed as of the Valuation Date (as defined in Section 2.4 of this Agreement) using the valuation procedures for the Acquiring Fund set forth in the Trust's Amended and Restated ’s Agreement and Declaration of Trust, as amended Trust (the "“Declaration of Trust"”) and the Acquiring Fund's ’s then current prospectus or prospectuses and statement of additional information or statements of additional information (collectively, as amended or supplemented from time to time, the "“Acquiring Fund Prospectus"”). 2.3. The net asset value of a Class A, Class C, Class K, or Class Y an Acquiring Fund Share shall be the net asset value per Class A share, Class C, Class K, or Class Y share, as the case may be, share of the Acquiring Fund computed as of the Valuation Date using the valuation procedures for the Acquiring Fund set forth in the Declaration of Trust and the Acquiring Fund Prospectus. 2.4. The Valuation Date shall be 4:00 p.m. Eastern time, and after the declaration of any dividends by the Acquired Fund, on the business day immediately preceding the Closing Date, or such earlier date as may be mutually agreed upon in writing by the parties hereto (the "“Valuation Date"”). 2.5. The Acquiring Fund shall issue the Acquiring Fund Shares to the Acquired Fund on one or more share deposit receipts registered in the name of the Acquired Fund. The Acquired Fund shall distribute in liquidation the Acquiring Fund Shares received by it hereunder to its shareholders Acquired Fund Shareholders as contemplated by Section 1.1, by redelivering such share deposit receipts to the Trust's ’s transfer agent which will as soon as practicable set up open accounts for Acquired Fund shareholders Shareholders in accordance with written instructions furnished by the Acquired Fund. Immediately after the close of business on the Valuation Date, the share transfer books of the Acquired Fund will be closed and no further transfers of Acquired Fund shares will be made. 2.6. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest, cash or such dividends, rights and other payments received by it on or after the Closing Date with respect to the Investments (as defined in Section 4.1 of this Agreement) and other properties and assets of the Acquired Fund, whether accrued or contingent, received by it on or after the Closing Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued unless the securities in respect of which such distribution is made shall have gone "“ex" ” such distribution prior to the Valuation Date, in which case any such distribution which remains unpaid at the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund. 2.7. All computations of value shall be made by the pricing agent for the Acquiring Fund, in accordance with its regular practice in pricing the shares and assets of the Acquiring Fund using the valuation procedures set forth in the Declaration of Trust and the Acquiring Fund Prospectus.