Item 1.01 Entry into a Material Definitive Agreement.

On November 18, 2022, CrossingBridge Advisors, LLC ("CrossingBridge"), a wholly-owned subsidiary of ENDI Corp. (the "Company") whose President and Portfolio Manager is David Sherman, the Chief Executive Officer and member of the board of directors of the Company, entered into a Purchase and Assignment and Assumption Agreement (the "Agreement") with RiverPark Advisors, LLC ("RiverPark") and Cohanzick Management, LLC ("Cohanzick"), a registered investment adviser established by David Sherman, pursuant to which RiverPark intends to sell to CrossingBridge certain Assigned Assets (as defined in the Agreement) and CrossingBridge intends to assume certain Assumed Liabilities (as defined in the Agreement), including certain rights and responsibilities under the Advisory Agreement (as defined herein) and the Expense Limitation Agreement (as defined herein) relating to the provision of investment advisory services for the mutual fund known as RiverPark Strategic Income Fund, subject to certain terms and conditions set forth in the Agreement.

Pursuant to the Agreement, there is no consideration to be paid upon Closing (as defined in the Agreement); however, if the Closing occurs, CrossingBridge shall pay an amount approximately equal to 50% of the Fund's management fees (as set forth in the Fund's prospectus) to RiverPark as advisor and Cohanzick as the sub-advisor for a period of three years after Closing, and pay an amount approximately equal to 20% of the Fund's management fees in the fourth and fifth years after Closing as set forth in the Agreement. Notwithstanding the foregoing, certain of the amounts payable based on the Fund's management fees pursuant to the Agreement during the first three years after the Closing shall be capped such that they are less than $1.3 million in the aggregate.

Pursuant to the Agreement, CrossingBridge will endeavor to procure the approval (the "RiverPark Stockholder Approval") by vote of a majority of the outstanding voting securities of RiverPark Strategic Income Fund (the "Fund") for it to assume (i) the advisory services role under that certain Amended and Restated Investment Advisory Agreement (the "Advisory Agreement") dated February 14, 2012 by and between RiverPark and RiverPark Funds Trust ("RiverPark Trust") pursuant to which RiverPark provides investment advisory services to the Fund and (ii) the Operating Expense Limitation Agreement ("Expense Limitation Agreement") dated as of July 1, 2019 by and between RiverPark and RiverPark Trust. Furthermore, pursuant to the terms of the Agreement, if a Closing occurs, the parties to the Advisory Agreement and that certain Sub-Advisory Agreement dated as of August 1, 2012 by and among RiverPark, Cohanzick and the RiverPark Trust, on behalf of the Fund, have agreed to terminate such agreements upon such Closing, and to make CrossingBridge a party to the Expense Limitation Agreement. Pursuant to the Agreement, if the Closing does not occur prior to March 31, 2023, the Agreement shall terminate, unless otherwise mutually agreed upon by the parties.

The Agreement contains customary representations, warranties and agreements by the parties thereto and customary conditions to closing, including receipt of the RiverPark Stockholder Approval.

In connection with the Agreement, Cohanzick and CrossingBridge intend to enter into an agreement which shall prohibit Cohanzick from competing in a substantially similar strategic income strategy as an advisor or sub-advisor under the Investment Company Act of 1940, as amended, and Undertakings for the Collective Investment in Transferable Securities products.

Item 8.01 Other Events.

On November 23, 2022, CrossingBridge issued a press release with respect to the Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



d) Exhibits

Exhibit No.   Description
   99.1         CrossingBridge press release
              dated November 23, 2022
    104       Cover Page Interactive Data File
              (embedded within the Inline XBRL
              document)

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