Form 485BPOS RIVERPARK FUNDS TRUST
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated November 26, 2021, relating to the financial statements and financial highlights of RiverPark Large Growth Fund, Wedgewood Fund, RiverPark Short Term High Yield Fund, RiverPark Long/Short Opportunity Fund, RiverPark Strategic Income Fund and RiverPark Floating Rate CMBS Fund, each a series of RiverPark Funds Trust, for the year ended September 30, 2021, and to the references to our firm under the headings “Financial Highlights” in the Prospectus and “Independent Registered Public Accounting Firm” and “Financial Statements” in the Statement of Additional Information.
COHEN & COMPANY, LTD.
Cleveland, Ohio
January 25, 2022
C O H E N & C O M P A N Y , L T D .
800.229.1099 | 866.818.4538 fax | cohencpa.com
Registered with the Public Company Accounting Oversight Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the trustee named
below of RiverPark Funds Trust (the “Trust”), a Delaware statutory trust, hereby appoints Morty Schaja and Andrew Metzger
with full power of substitution, his true and lawful attorney to execute in his name, place and stead and on his behalf any and all amendments
to the Trust’s registration statement on Form N-1A under the Securities Act of 1933, as amended, and the Investment Company Act
of 1940, as amended, and to file with the U.S. Securities and Exchange Commission and any other regulatory authority having jurisdiction
over the offer and sale of shares of beneficial interests of each series of the Trust (including, without limitation, regulatory authorities
in any and all states in which shares of any series of the Trust are sold), any such amendment or registration statement and any and all
supplements thereto or to any prospectus or statement of additional information forming a part of the registration statement, as well
as any and all exhibits and other documents necessary or desirable to the amendment or supplement process. Said attorneys, and each of
them, shall have full power and authority, with full power of substitution, to do and perform in the name and on behalf of the undersigned
every act whatsoever requisite or desirable to be done in the premises in any and all capacities authorized by the Board of Trustees for
such persons to provide or perform with respect to the Trust, as fully and to all intents and purposes as the undersigned might or could
do, the undersigned hereby ratifying and approving all such acts of such attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this 25th day of January, 2022.
| /s/ Ira Balsam | ||
| Ira Balsam, Trustee |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the trustee named
below of RiverPark Funds Trust (the “Trust”), a Delaware statutory trust, hereby appoints Morty Schaja and Andrew Metzger
with full power of substitution, his true and lawful attorney to execute in his name, place and stead and on his behalf any and all amendments
to the Trust’s registration statement on Form N-1A under the Securities Act of 1933, as amended, and the Investment Company Act
of 1940, as amended, and to file with the U.S. Securities and Exchange Commission and any other regulatory authority having jurisdiction
over the offer and sale of shares of beneficial interests of each series of the Trust (including, without limitation, regulatory authorities
in any and all states in which shares of any series of the Trust are sold), any such amendment or registration statement and any and all
supplements thereto or to any prospectus or statement of additional information forming a part of the registration statement, as well
as any and all exhibits and other documents necessary or desirable to the amendment or supplement process. Said attorneys, and each of
them, shall have full power and authority, with full power of substitution, to do and perform in the name and on behalf of the undersigned
every act whatsoever requisite or desirable to be done in the premises in any and all capacities authorized by the Board of Trustees for
such persons to provide or perform with respect to the Trust, as fully and to all intents and purposes as the undersigned might or could
do, the undersigned hereby ratifying and approving all such acts of such attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this 25th day of January, 2022.
| /s/ Richard Browne | ||
| Richard Browne, Trustee |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the trustee named
below of RiverPark Funds Trust (the “Trust”), a Delaware statutory trust, hereby appoints Morty Schaja and Andrew Metzger
with full power of substitution, his true and lawful attorney to execute in his name, place and stead and on his behalf any and all amendments
to the Trust’s registration statement on Form N-1A under the Securities Act of 1933, as amended, and the Investment Company Act
of 1940, as amended, and to file with the U.S. Securities and Exchange Commission and any other regulatory authority having jurisdiction
over the offer and sale of shares of beneficial interests of each series of the Trust (including, without limitation, regulatory authorities
in any and all states in which shares of any series of the Trust are sold), any such amendment or registration statement and any and all
supplements thereto or to any prospectus or statement of additional information forming a part of the registration statement, as well
as any and all exhibits and other documents necessary or desirable to the amendment or supplement process. Said attorneys, and each of
them, shall have full power and authority, with full power of substitution, to do and perform in the name and on behalf of the undersigned
every act whatsoever requisite or desirable to be done in the premises in any and all capacities authorized by the Board of Trustees for
such persons to provide or perform with respect to the Trust, as fully and to all intents and purposes as the undersigned might or could
do, the undersigned hereby ratifying and approving all such acts of such attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this 25th day of January, 2022.
| /s/ Mitch Rubin | ||
| Mitch Rubin, Trustee |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the trustee named
below of RiverPark Funds Trust (the “Trust”), a Delaware statutory trust, hereby appoints Morty Schaja and Andrew Metzger
with full power of substitution, his true and lawful attorney to execute in his name, place and stead and on his behalf any and all amendments
to the Trust’s registration statement on Form N-1A under the Securities Act of 1933, as amended, and the Investment Company Act
of 1940, as amended, and to file with the U.S. Securities and Exchange Commission and any other regulatory authority having jurisdiction
over the offer and sale of shares of beneficial interests of each series of the Trust (including, without limitation, regulatory authorities
in any and all states in which shares of any series of the Trust are sold), any such amendment or registration statement and any and all
supplements thereto or to any prospectus or statement of additional information forming a part of the registration statement, as well
as any and all exhibits and other documents necessary or desirable to the amendment or supplement process. Said attorneys, and each of
them, shall have full power and authority, with full power of substitution, to do and perform in the name and on behalf of the undersigned
every act whatsoever requisite or desirable to be done in the premises in any and all capacities authorized by the Board of Trustees for
such persons to provide or perform with respect to the Trust, as fully and to all intents and purposes as the undersigned might or could
do, the undersigned hereby ratifying and approving all such acts of such attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this 25th day of January, 2022.
| /s/ David Sachs | ||
| David Sachs, Trustee |
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