UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________
FORM N-CSRS
________
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
INVESTMENT COMPANY ACT FILE NUMBER 811-22431
RIVERPARK FUNDS TRUST
(Exact name of registrant as specified in charter)
________
156 West 56th Street, 17th Floor
New York, NY 10019
(Address of principal executive offices) (Zip code)
Morty Schaja
156 West 56th Street, 17th Floor
New York, NY 10019
(Name and address of agent for service)
With copies to:
Thomas R. Westle
Blank Rome LLP
405 Lexington Avenue
New York, NY 10174
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 212-484-2100
DATE OF FISCAL YEAR END: SEPTEMBER 30, 2011
DATE OF REPORTING PERIOD: MARCH 31, 2011
ITEM 1. REPORTS TO STOCKHOLDERS.
[RIVERPARK LOGO]
Semi-Annual Report
March 31, 2011 (Unaudited)
RiverPark Large Growth Fund
Retail Class and Institutional Class Shares
RiverPark/Wedgewood Fund
Retail Class and Institutional Class Shares
RiverPark Small Cap Growth Fund
Retail Class and Institutional Class Shares
RiverPark Short Term High Yield Fund
Retail Class and Institutional Class Shares
RiverPark/Gravity Long-Biased Fund
Retail Class and Institutional Class Shares
Investment Adviser: RiverPark Advisors, LLC
Table of Contents
--------------------------------------------------------------------------------
Management's Discussion of Fund Performance and Analysis
RiverPark Large Growth Fund ...........................................1
RiverPark/Wedgewood Fund ..............................................2
RiverPark Small Cap Growth Fund .......................................3
RiverPark Short Term High Yield Fund ..................................4
RiverPark/Gravity Long-Biased Fund ....................................5
Schedules of Investments
RiverPark Large Growth Fund ...........................................6
RiverPark/Wedgewood Fund ..............................................7
RiverPark Small Cap Growth Fund .......................................8
RiverPark Short Term High Yield Fund ..................................9
RiverPark/Gravity Long-Biased Fund ...................................11
Statements of Assets and Liabilities ......................................13
Statements of Operations ..................................................14
Statements of Changes in Net Assets .......................................15
Financial Highlights ......................................................16
Notes to Financial Statements .............................................18
Disclosure of Fund Expenses ...............................................26
Approval of the Investment Advisory and Investment Sub-Advisory
Agreements ...............................................................28
The RiverPark Funds file their complete schedules of fund holdings with the
Security and Exchange Commission (the "Commission") for the first and third
quarters of each fiscal year on Form N-Q within sixty days after the end of the
period. The Funds' Forms N-Q are available on the Commission's website at
http://www.sec.gov, and may be reviewed and copied at the Commission's Public
Reference Room in Washington, D.C. Information on the operation of the Public
Reference Room may be obtained by calling 1-800-SEC-0330.
A description of the policies and procedures that the Funds use to determine
how to vote proxies relating to fund securities, as well as information
relating to how a Fund voted proxies relating to fund securities will be
available (i) without charge, upon request, by calling 888-564-4517; and (ii)
on the Commission's website at http://www.sec.gov.
[RIVERPARK LOGO]
--------------------------------------------------------------------------------
Management's Discussion of Fund Performance and Analysis
RiverPark Large Growth Fund
From its October 1, 2010 inception through the six months ended March 31, 2011,
the RiverPark Large Growth Fund (the "Fund") performed well on an absolute
basis gaining 13.41% and 13.25% on its Institutional and Retail Share Classes,
respectively. The Fund's performance lagged the performance of the Russell 1000
Growth Index and S&P 500 Index which gained 18.57% and 17.31%, respectively.
The Fund's top five performers were the financials master limited partnership
KKR & Co., LP, the financials master limited partnership The Blackstone Group
LP, the consumer discretionary company priceline.com, the information
technology company eBay, and the information technology company Apple. The
Fund's bottom five performers were the information technology company F5
Networks, the information technology company Akamai Technologies, the consumer
discretionary company Discovery Communications, the information technology
company Salesforce.com, and the consumer discretionary company J. Crew Group.
The Russell 1000 Growth Index is an unmanaged index that measures the
performance of the largest 1,000 U.S. companies with lower price-to-book ratios
and lower forecasted growth values.
The S&P 500 Index is an unmanaged market capitalization value weighted
composite index of 500 stocks.
--------------------------------------------------------------------------------
1
[RIVERPARK LOGO]
--------------------------------------------------------------------------------
Management's Discussion of Fund Performance and Analysis
RiverPark/Wedgewood Fund
From its October 1, 2010 inception through the six months ended March 31, 2011,
the RiverPark/Wedgewood Fund (the "Fund") performed well on an absolute basis
gaining 14.38% and 14.23% on its Institutional and Retail Share Classes,
respectively. The Fund's performance lagged the performance of the Russell 1000
Growth Index and S&P 500 Index which gained 18.57% and 17.31%, respectively.
The Fund's top five performers were the information technology company Apple,
the healthcare company Gilead Sciences, the information technology company EMC,
the healthcare company Perrigo, and the industrials company Jacobs Engineering
Group. The Fund's bottom five performers were the materials company Ecolab, the
consumer staples company PepsiCo, the healthcare company Teva Pharmaceutical
Industries ADR, the information technology company Paychex, and the financials
company Visa.
The Russell 1000 Growth Index is an unmanaged index that measures the
performance of the largest 1,000 U.S. companies with lower price-to-book ratios
and lower forecasted growth values.
The S&P 500 Index is an unmanaged market capitalization value weighted
composite index of 500 stocks.
--------------------------------------------------------------------------------
2
[RIVERPARK LOGO]
--------------------------------------------------------------------------------
Management's Discussion of Fund Performance and Analysis
RiverPark Small Cap Growth Fund
From its October 1, 2010 inception through the six months ended March 31, 2011,
the RiverPark Small Cap Growth Fund (the "Fund") performed well in an
exceptionally strong market gaining 22.14% and 21.98% on its Institutional and
Retail Share Classes, respectively. The Fund's performance lagged the
performance of the Russell 2000 Growth Index and the Russell 2000 Index which
gained 27.93% and 25.48%, respectively. The Fund's top five performers were the
information technology company Travelzoo, the healthcare company Accretive
Health, the energy company Sandridge Energy, the information technology company
VeriFone Systems, and the information technology company Terremark Worldwide.
The Fund's bottom five performers were the information technology company
Entropic Communications, the industrials company EnerNoc, the consumer
discretionary company hhgregg, the healthcare company Thoratec, and the
consumer discretionary company Central European Media Enterprises Ltd.
The Russell 2000 Index is an unmanaged index comprised of 2,000 stocks of U.S.
companies with small market capitalization.
Russell 2000 Growth Index measures the performance of those Russell 2000
companies with higher price-to-book ratios and higher forecasted growth
values.
--------------------------------------------------------------------------------
3
[RIVERPARK LOGO]
--------------------------------------------------------------------------------
Management's Discussion of Fund Performance and Analysis
RiverPark Short Term High Yield Fund
Performance for the RiverPark Short Term High Yield Fund (the "Fund") in the
six months ended March 31, 2011 was as expected. For the six months ended March
31, 2011, the Institutional and Retail Share Classes gained 2.18% (4.41% at
annual rates) and 1.98% (4.00% at annual rates), respectively. This compares to
a six-month return of 0.95% for the BofA Merrill Lynch 1-3 Yr U.S. Corporate
Bond Index, which is the Fund's benchmark. For the first three months ended
December 31, 2010, the Institutional and Retail Share Classes gained 0.85%
(3.43% at annual rates) and 0.71% (2.87% at annual rates), respectively. The
Fund was negatively impacted in the initial months of operation as the entire
portfolio had to be purchased and thus the Fund experienced higher than normal
transaction related costs. For the three months ended March 31, 2011, the
Institutional and Retail Share Classes gained 1.32% (5.40% at annual rates) and
1.26% (5.15% at annual rates), respectively.
As of March 31, 2011, the weighted average Effective Maturity of the invested
portfolio was less than 7 months. Approximately 50% of the invested portfolio
is expected to mature or be repaid within 90 days, while a total of nearly 80%
of the invested portfolio is expected to mature or be repaid during 2011.
The BofA Merrill Lynch 1-3 Yr U.S. Corporate Bond Index is an unmanaged index
comprised of U.S. dollar denominated investment grade corporate debt securities
publicly issued in the U.S. domestic market with at least one year remaining
term to final maturity.
--------------------------------------------------------------------------------
4
[RIVERPARK LOGO]
--------------------------------------------------------------------------------
Management's Discussion of Fund Performance and Analysis
RiverPark/Gravity Long-Biased Fund
From its October 1, 2010 inception through the six months ended March 31, 2011,
the RiverPark/Gravity Long-Biased Fund (the "Fund") gained 4.27% and 4.05% on
its Institutional and Retail Share Classes, respectively. The Fund's
performance lagged the performance of the S&P 500 Index which gained 17.31% as
it maintained a very conservative average net exposure of only 35.7% . The
Fund's top five performers were the industrials company Iron Mountain, the
energy master limited partnership Williams Partners LP, the energy company
Exxon Mobil, the energy company Ultra Petroleum, and the information technology
company Yahoo!. The Fund's bottom five performers were short positions in the
industrials company General Electric and the exchange-traded funds SPDR S&P Oil
& Gas Exploration & Production ETF, ProShares UltraShort MSCI Europe, ProShares
Ultra-Short Basic Materials, and SPDR S&P 500 ETF Trust.
The S&P 500 Index is an unmanaged market capitalization value weighted
composite index of 500 stocks.
--------------------------------------------------------------------------------
5
RiverPark Large Growth Fund
[RIVERPARK FUNDS LOGO] March 31, 2011 (UNAUDITED)
--------------------------------------------------------------------------------
SECTOR WEIGHTING+
[BAR CHART]
Financials 25.2%
Information Technology 22.9%
Consumer Discretionary 19.1%
Health Care 8.8%
Industrials 6.1%
Time Deposit 5.6%
Telecommunication Services 5.0%
Energy 4.2%
Materials 3.1%
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE (000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
COMMON STOCK -- 96.0%**
Consumer Discretionary - 19.4%
Amazon.com* 181 $ 33
Carnival 1,388 53
Discovery Communications, Cl C* 1,040 37
Dollar Tree* 1,620 90
Las Vegas Sands* 658 28
McDonald's 339 26
priceline.com* 58 29
Walt Disney 976 42
Yum! Brands 526 27
-----------
365
-----------
Energy - 4.3%
Devon Energy 301 27
Southwestern Energy* 738 32
Ultra Petroleum* 423 21
-----------
80
-----------
Financials - 25.6%
American Express 1,299 59
Apollo Global Management LLC, Cl A* 1,265 23
The Blackstone Group LP (a) 3,039 54
Charles Schwab 1,594 29
CME Group, Cl A 199 60
Goldman Sachs Group 287 45
IntercontinentalExchange* 229 28
KKR and Co., LP (a) 2,990 49
T Rowe Price Group 895 59
TD Ameritrade Holding 2,095 44
Visa, Cl A 418 31
-----------
481
-----------
Health Care - 8.9%
Edwards Lifesciences* 260 23
Express Scripts* 730 40
Intuitive Surgical* 141 47
Laboratory Corp. of America
Holdings* 269 25
Perrigo 410 33
-----------
168
-----------
--------------------------------------------------------------------------------
DESCRIPTION SHARES/FACE AMOUNT (000) VALUE (000)
--------------------------------------------------------------------------------
Industrials - 6.2%
CH Robinson Worldwide 230 $ 17
Expeditors International of
Washington 383 19
Goodrich 230 19
Precision Castparts 155 23
Stericycle* 191 17
United Parcel Service, Cl B 276 21
-----------
116
-----------
Information Technology - 23.3%
Apple* 175 61
Cognizant Technology Solutions,
Cl A* 371 30
eBay* 1,339 41
EMC* 1,169 31
Equinix* 1,023 93
Google, Cl A* 88 52
Mastercard, Cl A 110 28
QUALCOMM 1,049 58
Salesforce.com* 147 20
Trimble Navigation* 462 23
-----------
437
-----------
Materials - 3.2%
Monsanto 590 43
Praxair 173 17
-----------
60
-----------
Telecommunication Services - 5.1%
American Tower, Cl A* 606 31
Crown Castle International* 824 35
SBA Communications, Cl A* 753 30
-----------
96
-----------
Total Common Stock
(Cost $1,625) (000) 1,803
-----------
TIME DEPOSIT -- 5.7%
Brown Brothers, 0.031% (b)
(Cost $107) (000) $ 107 107
-----------
Total Investments -- 101.7%
(Cost $1,732) (000) $ 1,910
===========
As of March 31, 2011, all of the Fund's investments were considered Level 1
except for the Time Deposit which is Level 2. Please see Note 2 in Notes to
Financial Statements for further information regarding fair value measurements.
Percentages are based on Net Assets of $1,879 (000).
(a) Security considered Master Limited Partnership. At March 31, 2011, these
securities amounted to $103 (000) or 5.5% of Net Assets.
(b) Rate shown is simple yield as of March 31, 2011.
* Non-income producing security.
** More narrow industries are utilized for compliance purposes, whereas broad
sectors are utilized for reporting purposes.
Cl -- Class
LLC -- Limited Liability Company
LP -- Limited Partnership
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
6
RiverPark/Wedgewood Fund
[RIVERPARK FUNDS LOGO] March 31, 2011 (UNAUDITED)
--------------------------------------------------------------------------------
SECTOR WEIGHTING+
[BAR CHART]
Health Care 30.6%
Information Technology 29.5%
Financials 26.9%
Industrials 6.8%
Time Deposit 3.3%
Consumer Discretionary 2.9%
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
DESCRIPTION SHARES/FACE AMOUNT (000) VALUE (000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
COMMON STOCK -- 94.2%**
Consumer Discretionary - 2.8%
Amazon.com* 702 $ 126
-----------
Financials - 26.2%
American Express 4,518 204
Berkshire Hathaway, Cl B* 3,289 275
Goldman Sachs Group 1,235 196
US Bancorp 6,899 182
Visa, Cl A 4,393 324
-----------
1,181
-----------
Health Care - 29.8%
Express Scripts* 6,026 335
Gilead Sciences* 6,500 276
Intuitive Surgical* 465 155
Perrigo 2,780 221
Teva Pharmaceutical Industries ADR 2,930 147
Varian Medical Systems* 3,090 209
-----------
1,343
-----------
Industrials - 6.6%
Jacobs Engineering Group* 3,520 181
Stericycle* 1,305 116
-----------
297
-----------
Information Technology - 28.8%
Apple* 1,074 374
Cognizant Technology Solutions, Cl A* 1,543 125
EMC* 7,940 211
Google, Cl A* 507 297
Linear Technology 2,516 85
QUALCOMM 3,732 205
-----------
1,297
-----------
Total Common Stock
(Cost $3,792) (000) 4,244
-----------
TIME DEPOSIT -- 3.2%
Brown Brothers, 0.031% (a)
(Cost $145) (000) $ 145 145
-----------
Total Investments -- 97.4%
(Cost $3,937) (000) $ 4,389
===========
As of March 31, 2011, all of the Fund's investments were considered Level 1
except for the Time Deposit which is Level 2. Please see Note 2 in Notes to
Financial Statements for further information regarding fair value measurements.
Percentages are based on Net Assets of $4,504 (000).
(a) Rate shown is simple yield as of March 31, 2011.
* Non-income producing security.
** More narrow industries are utilized for compliance purposes, whereas broad
sectors are utilized for reporting purposes.
ADR -- American Depositary Receipt
Cl -- Class
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
7
RiverPark Small Cap Growth Fund
[RIVERPARK FUNDS LOGO] March 31, 2011 (UNAUDITED)
--------------------------------------------------------------------------------
SECTOR WEIGHTING+
[BAR CHART]
Information Technology 25.4%
Consumer Discretionary 17.4%
Financials 13.3%
Industrials 10.7%
Health Care 8.2%
Time Deposit 6.9%
Energy 5.9%
Telecommunication Services 5.3%
Consumer Staples 4.4%
Materials 2.5%
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE (000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
COMMON STOCK -- 93.8%**
Consumer Discretionary - 17.6%
Collective Brands* 2,119 $ 46
Dollarama* 2,672 82
HSN* 2,039 65
Morton's Restaurant Group* 5,122 37
National CineMedia 3,310 62
Rentrak* 3,339 90
Scientific Games, Cl A* 4,246 37
Steiner Leisure* 652 30
Under Armour, Cl A* 707 48
Vail Resorts* 881 43
-----------
540
-----------
Consumer Staples - 4.4%
Darling International* 4,569 70
Diamond Foods 1,159 65
-----------
135
-----------
Energy - 5.9%
CARBO Ceramics 487 68
Clean Energy Fuels* 3,086 51
SandRidge Energy* 4,940 63
-----------
182
-----------
Financials - 13.4%
CapLease 7,550 41
CBOE Holdings 1,774 51
Coresite Realty 2,678 43
E*Trade Financial* 2,447 38
Greenhill 915 60
JMP Group 3,675 32
Stifel Financial* 694 50
Tree.com* 5,184 30
Walker & Dunlop* 5,484 67
-----------
412
-----------
Health Care - 8.3%
Accretive Health* 1,976 55
AMERIGROUP* 536 34
athenahealth* 633 29
BioMarin Pharmaceutical* 1,865 47
Immucor* 1,791 35
Volcano* 2,099 54
-----------
254
-----------
--------------------------------------------------------------------------------
DESCRIPTION SHARES/FACE AMOUNT (000) VALUE (000)
--------------------------------------------------------------------------------
Industrials - 10.8%
Clean Harbors* 634 $ 63
CoStar Group* 630 39
ESCO Technologies 972 37
Genesee & Wyoming, Cl A 1,413 82
Hubbell, Cl B 907 64
Polypore International* 808 47
-----------
332
-----------
Information Technology - 25.6%
Alliance Data Systems* 652 56
Entropic Communications* 4,656 39
Equinix 849 77
IntraLinks Holdings* 1,931 52
Lionbridge Technologies* 16,113 55
LivePerson* 5,127 65
LogMeIn* 760 32
Move* 12,930 31
Sapient* 8,488 97
SuccessFactors* 545 21
TechTarget* 6,166 55
TiVo* 8,782 77
Travelzoo* 914 61
VeriFone Systems* 1,212 67
-----------
785
-----------
Materials - 2.5%
Solutia* 3,057 78
-----------
Telecommunication Services - 5.3%
SBA Communications, Cl A* 2,025 80
Vonage Holdings* 18,304 84
-----------
164
-----------
Total Common Stock
(Cost $2,483) (000) 2,882
-----------
TIME DEPOSIT -- 7.0%
Brown Brothers, 0.031% (a)
(Cost $214) (000) $ 214 214
-----------
Total Investments -- 100.8%
(Cost $2,697) (000) $ 3,096
===========
As of March 31, 2011, all of the Fund's investments were considered Level
1 except for the Time Deposit which is Level 2. Please see Note 2 in Notes
to Financial Statements for further information regarding fair value
measurements.
Percentages are based on Net Assets of $3,071 (000).
(a) Rate shown is simple yield as of March 31, 2011.
* Non-income producing security.
** More narrow industries are utilized for compliance purposes, whereas broad
sectors are utilized for reporting purposes.
Cl -- Class
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
8
RiverPark Short Term High Yield Fund
[RIVERPARK FUNDS LOGO] March 31, 2011 (UNAUDITED)
--------------------------------------------------------------------------------
SECTOR WEIGHTING+
[BAR CHART]
Corporate Obligations 70.5%
Time Deposit 14.4%
Bank Loan Obligations 9.8%
Convertible Bonds 5.3%
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
FACE AMOUNT
DESCRIPTION (000) VALUE (000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
CORPORATE OBLIGATIONS -- 77.2%
Consumer Discretionary - 14.9%
Brown Shoe
8.750%, 05/01/12 $ 240 $ 241
Collective Brands
8.250%, 08/01/13 216 220
El Pollo Loco
11.750%, 12/01/12 600 623
General Nutrition Centers PIK
5.750%, 03/15/14 (a) 280 280
Sirius XM Radio
3.250%, 10/15/11 600 603
Vail Resorts
6.750%, 02/15/14 400 405
-----------
2,372
-----------
Energy - 14.2%
Atlas Pipeline Partners LP
8.125%, 12/15/15 650 676
Chesapeake Energy
7.625%, 07/15/13 500 560
Massey Energy
6.875%, 12/15/13 500 510
United Refining
10.500%, 08/15/12 515 515
-----------
2,261
-----------
Financials - 11.5%
Ally Financial
2.007%, 07/15/11 (a) 50 50
1.832%, 05/15/11 (a) 157 157
CIT Group
7.000%, 05/01/13 420 428
FelCor Lodging LP
9.000%, 06/01/11 200 201
Leucadia National
7.000%, 08/15/13 275 294
Washington Mutual
0.000%, 08/24/09 (e) 700 700
-----------
1,830
-----------
--------------------------------------------------------------------------------
FACE AMOUNT
DESCRIPTION (000) VALUE (000)
--------------------------------------------------------------------------------
Health Care - 3.8%
Rotech Healthcare
9.500%, 04/01/12 $ 600 $ 600
-----------
Industrials - 24.3%
AmeriQual Group and
AmeriQual Finance
9.500%, 04/01/12 (b) 150 151
Continental Airlines
8.750%, 12/01/11 200 206
Continental Airlines Pass-Through Trust
6.940%, 10/15/13 221 230
Delta Air Lines Pass-Through Trust
7.711%, 09/18/11 200 203
Greenbrier
8.375%, 05/15/15 606 626
NXP Funding
7.875%, 10/15/14 650 675
Park-Ohio Industries
8.375%, 11/15/14 200 206
Pregis
12.375%, 10/15/13 170 168
Quintiles Transnational PIK
9.500%, 12/30/14 (b) 500 511
Satelites Mexicanos
12.000%, 11/30/11 (a) 100 100
Sensus USA
8.625%, 12/15/13 500 508
SGS International
12.000%, 12/15/13 275 283
-----------
3,867
-----------
Information Technology - 1.3%
Unisys
8.000%, 10/15/12 195 205
-----------
Materials - 3.3%
Freeport-McMoRan Copper & Gold
8.250%, 04/01/15 500 521
-----------
Utilities - 3.9%
GenOn Americas Generation
8.300%, 05/01/11 620 622
-----------
Total Corporate Obligations
(Cost $12,292) (000) 12,278
-----------
BANK LOAN OBLIGATIONS -- 10.8%
Keystone Automotive Operations
0.000%, 01/12/12 (d) 600 594
Point Blank Funding
14.500%, 06/15/11 (c) 300 295
Smurfit-Stone Container
0.000%, 06/30/16 (d) 600 601
Terrestar Bank PIK
14.000%, 02/05/13 (c) 225 232
-----------
Total Bank Loan Obligations
(Cost $1,729) (000) 1,722
-----------
--------------------------------------------------------------------------------
9
RiverPark Short Term High Yield Fund
[RIVERPARK FUNDS LOGO] March 31, 2011 (UNAUDITED)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Face Amount
DESCRIPTION (000) VALUE (000)
--------------------------------------------------------------------------------
CONVERTIBLE BONDS -- 6.5%
General Growth Properties
3.980%, 04/15/27 (b) (c) $ 675 $ 1
Icahn Enterprises LP
4.000%, 08/15/13 (a) (b) 250 255
4.000%, 08/15/13 (a) 100 102
NovaMed
1.000%, 06/15/12 (b) 400 397
NRFC NNN Holdings
11.500%, 06/15/13 (b) 250 267
-----------
Total Convertible Bonds
(Cost $999) (000) 1,022
-----------
TIME DEPOSIT -- 15.9%
Brown Brothers, 0.031% (f)
(Cost $2,531) (000) 2,531 2,531
-----------
Total Investments -- 110.4%
(Cost $17,551) (000) $ 17,553
===========
The following is a summary of the inputs used as of March 31, 2011 in valuing
the Fund's investments carried at value:
INVESTMENTS IN
SECURITIES LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
--------------------------------------------------------------------------------
Corporate Obligations
Consumer
Discretionary $ -- $ 2,372 $ -- $ 2,372
Energy -- 2,261 -- 2,261
Financials -- 1,830 -- 1,830
Health Care -- 600 -- 600
Industrials -- 3,867 -- 3,867
Information Technology -- 205 -- 205
Materials -- 521 -- 521
Utilities -- 622 -- 622
-------------------------------------
-- 12,278 -- 12,278
Bank Loan Obligations -- 1,195 527 1,722
Convertible Bonds -- 1,021 1 1,022
Time Deposit -- 2,531 -- 2,531
-------------------------------------
Total Investments in
Securities $ -- $17,025 $ 528 $17,553
=====================================
The following is a reconciliation of the investments in which significant
unobservable inputs (Level 3) were used in determining value:
INVESTMENTS
IN BANK LOAN
OBLIGATONS
(000)
--------------
Beginning balance as of October 1, 2010 $ --
Accrued discounts/premiums --
Realized gain (loss) --
Change in unrealized
appreciation (depreciation) --
Purchases 527
Sales --
Transfer into Level 3 --
Transfer out of Level 3 --
--------------
Ending balance as of March 31, 2011 $ 527
==============
INVESTMENTS IN
CONVERTIBLE
BONDS (000)
--------------
Beginning balance as of October 1, 2010 $ --
Accrued discounts/premiums --
Realized gain (loss) --
Change in unrealized
appreciation (depreciation) --
Purchases 1
Sales --
Transfer into Level 3 --
Transfer out of Level 3 --
--------------
Ending balance as of March 31, 2011 $ 1
==============
Percentages are based on Net Assets of $15,900 (000).
(a) Variable rate security - Rate disclosed is the rate in effect on March 31,
2011.
(b) Securities sold within terms of a private placement memorandum, exempt
from registration under Section 144A of the Securities Act of 1933, as
amended, and may be sold only to dealers in that program or other
"accredited investors." These securities have been determined to be liquid
under guidelines established by the Board of Trustees.
(c) Security fair valued using methods determined in good faith by the Fund's
Fair Value Pricing Committee. As of March 31, 2011, the total market value
of these securities was $528 (000) and represented 3.3% of Net Assets.
(d) Unsettled bank loan
(e) Security in default on interest payments and principal.
(f) Rate shown is simple yield as of March 31, 2011.
LP -- Limited Partnership
PIK -- Payment-in-Kind
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
10
RiverPark/Gravity Long-Biased Fund
[RIVERPARK FUNDS LOGO] March 31, 2011 (UNAUDITED)
--------------------------------------------------------------------------------
SECTOR WEIGHTING+
[BAR CHART]
Time Deposit 52.4%
Energy 16.3%
Information Technology 10.5%
Consumer Staples 7.0%
Industrial 4.6%
Consumer Discretionary 2.7%
Materials 2.6%
Exchange-Traded Funds 2.5%
Financials 1.4%
+ Percentages are based on total investments. Excludes securities sold
short.
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE (000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
COMMON STOCK -- 44.4%
Consumer Discretionary - 2.6%
Gildan Activewear 835 $ 27
Hyatt Hotels, Cl A* 1,310 57
Washington Post, Cl B 90 40
Wolters Kluwer* (a) (d) 400 9
Wolters Kluwer* (d) 650 15
-----------
148
-----------
Consumer Staples - 6.9%
Coca-Cola 1,250 83
Lorillard 803 76
Molson Coors Brewing, Cl B 1,143 53
Wal-Mart Stores 3,432 179
-----------
391
-----------
Energy - 16.0%
BP ADR 1,593 70
Exxon Mobil 1,205 101
Penn Virginia Resource Partners LP (b) 7,134 198
Ultra Petroleum* 5,880 290
Williams 2,903 91
Williams Partners LP (b) 3,115 161
-----------
911
-----------
Financials - 1.4%
Berkshire Hathaway, Cl B* 360 30
Wells Fargo 1,500 48
-----------
78
-----------
Industrials - 4.6%
Iron Mountain 6,605 206
Republic Services, Cl A 1,711 52
-----------
258
-----------
Information Technology - 10.3%
Dell* 6,499 94
Microsoft 3,896 99
Western Union 5,560 115
Yahoo!* 16,622 277
-----------
585
-----------
--------------------------------------------------------------------------------
DESCRIPTION SHARES/FACE AMOUNT (000) VALUE (000)
--------------------------------------------------------------------------------
Materials - 2.6%
Agnico-Eagle Mines 775 $ 51
Goldcorp 840 42
Sealed Air 2,020 54
-----------
147
-----------
Total Common Stock
(Cost $2,302) (000) 2,518
-----------
EXCHANGE-TRADED FUNDS -- 2.4%
ProShares Short Russell2000 385 11
ProShares UltraShort MSCI Europe 1,932 94
ProShares UltraShort Real Estate 2,055 32
-----------
Total Exchange-Traded Funds
(Cost $164) (000) 137
-----------
TIME DEPOSIT -- 51.4%
Brown Brothers, 0.031% (c)
(Cost $2,921) (000) $ 2,921 2,921
-----------
Total Investments -- 98.2%
(Cost $5,387) (000) $ 5,576
===========
SCHEDULE OF SECURITIES SOLD SHORT
EXCHANGE-TRADED FUNDS -- 3.4%
Financial Select Sector SPDR Fund 5,065 $ 83
SPDR S&P 500 ETF Trust 800 106
-----------
Total Exchange-Traded Funds
(Proceeds $173) (000) 189
-----------
COMMON STOCK -- 1.4%
Industrials - 1.4%
General Electric
(Proceeds $69) (000) 4,030 81
-----------
Total Securities Sold Short -- 4.8%
(Proceeds $242) (000) $ 270
===========
--------------------------------------------------------------------------------
11
RiverPark/Gravity Long-Biased Fund
[RIVERPARK FUNDS LOGO] March 31, 2011 (UNAUDITED)
--------------------------------------------------------------------------------
The following is a summary of the inputs used as of March 31, 2011 in valuing
the Fund's investments carried at value:
ASSETS: LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
--------------------------------------------------------------------------------
Common Stock
Consumer Discretionary $ 139 $ 9 $ -- $ 148
Consumer Staples 391 -- -- 391
Energy 911 -- -- 911
Financials 78 -- -- 78
Industrials 258 -- -- 258
Information Technology 585 -- -- 585
Materials 147 -- -- 147
-------------------------------------
2,509 9 -- 2,518
Exchange-Traded Funds 137 -- -- 137
Time Deposit -- 2,921 -- 2,921
-------------------------------------
Total $ 2,646 $ 2,930 $ -- $ 5,576
=====================================
LIABILITIES: LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
--------------------------------------------------------------------------------
Exchange-Traded Funds $ (189) $ -- $ -- $ (189)
Common Stock (81) -- -- (81)
--------------------------------------
Total $ (270) $ -- $ -- $ (270)
======================================
Percentages are based on Net Assets of $5,680 (000).
* Non-income producing security.
(a) Security fair valued using methods determined in good faith by the Fund's
Fair Value Pricing Committee. As of March 31, 2011, the total market value
of these securities was $9 (000) and represented less than 1% of Net
Assets.
(b) Security considered Master Limited Partnership. At March 31, 2011, these
securities amounted to $359 (000) or 6.3% of Net Assets.
(c) Rate shown is simple yield as of March 31, 2011.
(d) Securities incorporated in the same country but trading in different
markets.
Cl -- Class
ETF -- Exchange-Traded Fund
LP -- Limited Partnership
MSCI -- Morgan Stanley Capital International
S&P -- Standard & Poor's
SPDR -- Standard & Poor's Depositary Receipt
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
12
STATEMENTS OF ASSETS AND LIABILITIES (000)
March 31, 2011 (UNAUDITED) [RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
RIVERPARK RIVERPARK/ RIVERPARK RIVERPARK RIVERPARK/GRAVITY
LARGE GROWTH WEDGEWOOD SMALL CAP SHORT TERM LONG-BIASED
FUND FUND GROWTH FUND HIGH YIELD FUND FUND
------------ ---------- ----------- --------------- -----------------
ASSETS:
Investments in Securities, at Value (Note 2) $ 1,910 $ 4,389 $ 3,096 $ 17,553 $ 5,576
Deposits with Brokers for Securities Sold Short -- -- -- -- 382
Prepaid Offering Costs 20 20 20 19 20
Other Prepaid Expenses 10 9 9 10 9
Receivable Due from Investment Adviser (Note 3) 15 14 15 13 22
Receivable for Capital Shares Sold 3 100 3 217 --
Receivable for Investment Securities Sold -- -- 17 -- --
Receivable for Dividend and Interest Income -- 1 1 298 2
------------ ---------- ----------- --------------- -----------------
Total Assets 1,958 4,533 3,161 18,110 6,011
------------ ---------- ----------- --------------- -----------------
LIABILITIES:
Securities Sold Short, at Value (Note 2) -- -- -- -- 270
Payable for Investment Securities Purchased 52 -- 63 2,095 --
Payable Due to Administrator 3 3 3 3 3
Payable Due to Investment Adviser (Note 3) 1 2 2 9 4
Payable Due to Shareholder Servicing (Note 3) -- -- -- 1 --
Income Distribution Payable -- -- -- 72 --
Payable for Capital Shares Redeemed -- -- -- -- 31
Other Accrued Expenses 23 24 22 30 23
------------ ---------- ----------- --------------- -----------------
Total Liabilities 79 29 90 2,210 331
------------ ---------- ----------- --------------- -----------------
NET ASSETS $ 1,879 $ 4,504 $ 3,071 $ 15,900 $ 5,680
============ ========== =========== =============== =================
NET ASSETS CONSIST OF:
Paid-in Capital $ 1,686 $ 4,040 $ 2,579 $ 15,946 $ 5,550
Distributions in Excess of Net Investment Income (9) (15) (12) -- (8)
Accumulated Net Realized Gain (Loss) on Investments,
Securities Sold Short and Foreign Currency
Transactions 24 27 105 (48) (23)
Net Unrealized Appreciation on Investments
and Securities Sold Short 178 452 399 2 161
------------ ---------- ----------- --------------- -----------------
NET ASSETS $ 1,879 $ 4,504 $ 3,071 $ 15,900 $ 5,680
============ ========== =========== =============== =================
Investment in Securities, at Cost $ 1,732 $ 3,937 $ 2,697 $ 17,551 $ 5,387
Securities Sold Short Proceeds -- -- -- -- 242
Net Assets -- Institutional Class Shares(1) $ 1,693,917 $4,372,482 $ 2,688,577 $ 14,328,181 $ 5,225,928
============ ========== =========== =============== =================
Net Assets -- Retail Class Shares(1) $ 184,964 $ 131,699 $ 382,467 $ 1,571,503 $ 453,997
============ ========== =========== =============== =================
INSTITUTIONAL CLASS SHARES:
Outstanding Shares of Beneficial Interest(1)
(Unlimited Authorization -- No Par Value) 150,116 382,865 220,521 1,436,349 501,651
============ ========== =========== =============== =================
RETAIL CLASS SHARES:
Outstanding Shares of Beneficial Interest(1)
(Unlimited Authorization -- No Par Value) 16,405 11,540 31,408 157,609 43,635
============ ========== =========== =============== =================
INSTITUTIONAL CLASS SHARES:
Net Asset Value, Offering and Redemption
Price Per Share -- Institutional Class Shares $ 11.28 $ 11.42 $ 12.19 $ 9.98 $ 10.42
============ ========== =========== =============== =================
RETAIL CLASS SHARES:
Net Asset Value, Offering and Redemption
Price Per Share -- Retail Class Shares $ 11.27 $ 11.41 $ 12.18 $ 9.97 $ 10.40
============ ========== =========== =============== =================
(1) Shares and Net Assets have not been rounded.
Amounts designated as "--" are either not applicable, $0, zero shares have been
rounded to $0.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
13
STATEMENTS OF OPERATIONS (000)
For the Six Month Period Ended
March 31, 2011 (UNAUDITED) [RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
RIVERPARK RIVERPARK/ RIVERPARK RIVERPARK RIVERPARK/GRAVITY
LARGE GROWTH WEDGEWOOD SMALL CAP SHORT TERM LONG-BIASED
FUND FUND GROWTH FUND HIGH YIELD FUND FUND
------------ ---------- ----------- --------------- -----------------
INVESTMENT INCOME:
Dividends $ 9 $ 9 $ 5 $ 40 $ 17
Interest -- -- -- 274 1
------------ ---------- ----------- --------------- -----------------
Total Investment Income 9 9 5 314 18
------------ ---------- ----------- --------------- -----------------
EXPENSES:
Administrator fees (Note 3) 13 14 13 17 13
Investment Advisory Fees (Note 3) 5 12 10 31 15
Chief Compliance Officer Fees (Note 3) 4 4 4 5 4
Trustees' Fees (Note 3) 4 4 4 5 4
Shareholder Service Fees(1) (Note 3) -- -- -- 1 --
Offering costs 17 18 17 18 18
Professional Fees 13 13 13 14 13
Transfer Agent Fees 12 15 13 20 14
Printing Fees 5 5 5 6 5
Registration Fees 2 2 2 2 2
Dividend Expense -- -- -- -- 2
Custodian Fees 1 1 1 1 1
Insurance and Other Fees 10 8 8 11 9
------------ ---------- ----------- --------------- -----------------
Total Expenses 86 96 90 131 100
------------ ---------- ----------- --------------- -----------------
Investment Advisory Fee Waiver (Note 3) (5) (12) (10) (31) (15)
Reimbursements of Other Operating Expenses (72) (66) (67) (51) (61)
------------ ---------- ----------- --------------- -----------------
Net Expenses 9 18 13 49 24
------------ ---------- ----------- --------------- -----------------
Net Investment Income (Loss) -- (9) (8) 265 (6)
------------ ---------- ----------- --------------- -----------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND SECURITIES SOLD SHORT:
Net Realized Gain (Loss) From:
Investments 24 27 105 (48) (10)
Securities Sold Short -- -- -- -- (13)
Net Unrealized Appreciation (Depreciation) on:
Investments 178 452 399 2 189
Securities Sold Short -- -- -- -- (28)
------------ ---------- ----------- --------------- -----------------
Net Realized and Unrealized Gain (Loss)
on Investments and Securities Sold Short 202 479 504 (46) 138
------------ ---------- ----------- --------------- -----------------
Net Increase in Net Assets
Resulting from Operations $ 202 $ 470 $ 496 $ 219 $ 132
============ ========== =========== =============== =================
(1) Attributable to Retail Class Shares only.
Amounts designated as "--" are either not applicable, $0 or have been rounded to
$0.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
14
STATEMENTS OF CHANGES IN NET ASSETS (000)
For the Six Month Period Ended
March 31, 2011 (UNAUDITED) [RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
RIVERPARK RIVERPARK/ RIVERPARK RIVERPARK RIVERPARK/GRAVITY
LARGE GROWTH WEDGEWOOD SMALL CAP SHORT TERM LONG-BIASED
FUND FUND GROWTH FUND HIGH YIELD FUND FUND
------------ ---------- ----------- --------------- -----------------
OPERATIONS:
Net Investment Income (Loss) $ -- $ (9) $ (8) $ 265 $ (6)
Net Realized Gain (Loss) from Investments and
Securities Sold Short 24 27 105 (48) (23)
Net Change in Unrealized Appreciation of Investments
and Securities Sold Short 178 452 399 2 161
------------ ---------- ----------- --------------- -----------------
Net Increase in Net Assets Resulting from Operations 202 470 496 219 132
------------ ---------- ----------- --------------- -----------------
Distributions to Shareholders From:
Net Investment Income:
Institutional Class Shares (8) (6) (4) (240) (2)
Retail Class Shares (1) -- -- (25) --
------------ ---------- ----------- --------------- -----------------
Total Distributions to Shareholders (9) (6) (4) (265) (2)
------------ ---------- ----------- --------------- -----------------
CAPITAL SHARE TRANSACTIONS:
Institutional Class Shares
Shares Issued 1,500 4,013 2,231 11,491 4,522
Shares Issued in Connection with In-Kind
Contribution (see Note 5) -- -- -- 2,726 568
Shares Issued as Reinvestment of Distributions 8 6 4 239 2
Shares Redeemed -- (112) -- (94) (1)
------------ ---------- ----------- --------------- -----------------
Net Increase in Net Assets
from Institutional Class Share Transactions 1,508 3,907 2,235 14,362 5,091
------------ ---------- ----------- --------------- -----------------
Retail Class Shares
Shares Issued 157 113 324 1,686 547
Shares Issued as Reinvestment of Distributions 1 -- -- 20 --
Shares Redeemed -- -- -- (142) (108)
------------ ---------- ----------- --------------- -----------------
Net Increase in Net Assets
from Retail Class Share Transactions 158 113 324 1,564 439
------------ ---------- ----------- --------------- -----------------
Net Increase in Net Assets from
Capital Share Transactions 1,666 4,020 2,559 15,926 5,530
------------ ---------- ----------- --------------- -----------------
Net Increase in Net Assets 1,859 4,484 3,051 15,880 5,660
NET ASSETS:
Beginning of Period 20 20 20 20 20
------------ ---------- ----------- --------------- -----------------
End of Period $ 1,879 $ 4,504 $ 3,071 $ 15,900 $ 5,680
============ ========== =========== =============== =================
Distributions in Excess of Net Investment Income $ (9) $ (15) $ (12) $ -- $ (8)
============ ========== =========== =============== =================
SHARES ISSUED AND REDEEMED:
Institutional Class Shares
Shares Issued 149 392 221 1,154 445
Shares Issued in Connection with In-Kind
Contribution (see Note 5) -- -- -- 273 57
Shares Issued as Reinvestment of Distributions 1 1 -- 18 --
Shares Redeemed -- (10) -- (9) --
------------ ---------- ----------- --------------- -----------------
Net Increase in Institutional Class Shares 150 383 221 1,436 502
------------ ---------- ----------- --------------- -----------------
Retail Class Shares
Shares Issued 16 12 31 171 54
Shares Issued as Reinvestment of Distributions -- -- -- 1 --
Shares Redeemed -- -- -- (14) (10)
------------ ---------- ----------- --------------- -----------------
Net Increase in Retail Class Shares 16 12 31 158 44
------------ ---------- ----------- --------------- -----------------
Net Increase in Share Transactions 166 395 252 1,594 546
============ ========== =========== =============== =================
Amounts designated as "--" are either not applicable, $0, zero shares or have
been rounded to $0.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
15
FINANCIAL HIGHLIGHTS
For a Share Outstanding Throughout Each Period
For the Six Month Period Ended March 31, 2011 (UNAUDITED)
--------------------------------------------------------------------------------
REALIZED AND
NET ASSET NET UNREALIZED TOTAL DIVIDENDS
VALUE, INVESTMENT GAINS FROM FROM NET
BEGINNING INCOME (LOSSES) ON INVESTMENT INVESTMENT TOTAL
OF PERIOD (LOSS) (2) INVESTMENTS OPERATIONS INCOME DISTRIBUTIONS
-----------------------------------------------------------------------------------------------------------------------------
RIVERPARK LARGE GROWTH FUND
INSTITUTIONAL CLASS SHARES
2011(1) $ 10.00 --(4) 1.34 1.34 (0.06) (0.06)
RETAIL CLASS SHARES
2011(1) $ 10.00 (0.01) 1.33 1.32 (0.05) (0.05)
RIVERPARK/WEDGEWOOD FUND
INSTITUTIONAL CLASS SHARES
2011(1) $ 10.00 (0.03) 1.47 1.44 (0.02) (0.02)
RETAIL CLASS SHARES
2011(1) $ 10.00 (0.04) 1.46 1.42 (0.01) (0.01)
RIVERPARK SMALL CAP GROWTH FUND
INSTITUTIONAL CLASS SHARES
2011(1) $ 10.00 (0.04) 2.25 2.21 (0.02) (0.02)
RETAIL CLASS SHARES
2011(1) $ 10.00 (0.06) 2.26 2.20 (0.02) (0.02)
RIVERPARK SHORT TERM HIGH YIELD FUND
INSTITUTIONAL CLASS SHARES
2011(1) $ 10.00 0.28 (0.06) 0.22 (0.24) (0.24)
RETAIL CLASS SHARES
2011(1) $ 10.00 0.26 (0.06) 0.20 (0.23) (0.23)
RIVERPARK/GRAVITY LONG-BIASED FUND
INSTITUTIONAL CLASS SHARES
2011(1) $ 10.00 (0.02) 0.45 0.43 (0.01) (0.01)
RETAIL CLASS SHARES
2011(1) $ 10.00 (0.04) 0.44 0.40 --(4) --(4)
+ Returns shown do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or upon the redemption of Fund shares.
Total return would have been lower had certain fees not been waived and/or
expenses assumed by Adviser during the period.
(1) Unless otherwise indicated, all ratios for the period have been
annualized.
(2) Per share data was calculated using average shares for the period.
(3) Dividend expense totaled 0.13% of average net assets for the six month
period ended March 31, 2011.
(4) Amount represents less than $0.01 per share.
(5) Not annualized.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
16
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
RATIO OF
NET EXPENSES
NET ASSET NET TO AVERAGE
VALUE, ASSETS END NET ASSETS,
END TOTAL OF PERIOD EXCLUDING
OF PERIOD RETURN+ (000) DIVIDEND EXPENSE
--------------------------------------------------------------------------------------------
RIVERPARK LARGE GROWTH FUND
INSTITUTIONAL CLASS SHARES
2011(1) $ 11.28 13.41% $ 1,694 1.00%
RETAIL CLASS SHARES
2011(1) $ 11.27 13.25% $ 185 1.25%
RIVERPARK/WEDGEWOOD FUND
INSTITUTIONAL CLASS SHARES
2011(1) $ 11.42 14.38% $ 4,372 1.00%
RETAIL CLASS SHARES
2011(1) $ 11.41 14.23% $ 132 1.25%
RIVERPARK SMALL CAP GROWTH FUND
INSTITUTIONAL CLASS SHARES
2011(1) $ 12.19 22.14% $ 2,689 1.25%
RETAIL CLASS SHARES
2011(1) $ 12.18 21.98% $ 382 1.50%
RIVERPARK SHORT TERM HIGH YIELD FUND
INSTITUTIONAL CLASS SHARES
2011(1) $ 9.98 2.18% $ 14,328 1.00%
RETAIL CLASS SHARES
2011(1) $ 9.97 1.98% $ 1,572 1.25%
RIVERPARK/GRAVITY LONG-BIASED FUND
INSTITUTIONAL CLASS SHARES
2011(1) $ 10.42 4.27% $ 5,226 1.25%
RETAIL CLASS SHARES
2011(1) $ 10.40 4.05% $ 454 1.50%
RATIO OF RATIO OF TOTAL
NET EXPENSES EXPENSES RATIO OF NET
TO AVERAGE TO AVERAGE INVESTMENT
NET ASSETS, NET ASSETS, INCOME (LOSS) PORTFOLIO
INCLUDING INCLUDING TO AVERAGE TURNOVER
DIVIDEND EXPENSE DIVIDEND EXPENSE NET ASSETS RATE(5)
--------------------------------------------------------------------------------------------------------------
RIVERPARK LARGE GROWTH FUND
INSTITUTIONAL CLASS SHARES
2011(1) 1.00% 10.23% 0.05% 47%
RETAIL CLASS SHARES
2011(1) 1.25% 11.11% (0.17)% 47%
RIVERPARK/WEDGEWOOD FUND
INSTITUTIONAL CLASS SHARES
2011(1) 1.00% 5.36% (0.47)% 17%
RETAIL CLASS SHARES
2011(1) 1.25% 5.66% (0.68)% 17%
RIVERPARK SMALL CAP GROWTH FUND
INSTITUTIONAL CLASS SHARES
2011(1) 1.25% 8.00% (0.79)% 60%
RETAIL CLASS SHARES
2011(1) 1.50% 8.55% (1.00)% 60%
RIVERPARK SHORT TERM HIGH YIELD FUND
INSTITUTIONAL CLASS SHARES
2011(1) 1.00% 2.70% 5.53% 295%
RETAIL CLASS SHARES
2011(1) 1.25% 2.90% 5.29% 295%
RIVERPARK/GRAVITY LONG-BIASED FUND
INSTITUTIONAL CLASS SHARES
2011(1) 1.38%(3) 5.86%(3) (0.36)% 4%
RETAIL CLASS SHARES
2011(1) 1.63%(3) 5.50%(3) (0.72)% 4%
--------------------------------------------------------------------------------
17
Notes to Financial Statements
March 31, 2011 (Unaudited)
--------------------------------------------------------------------------------
1. Organization
RiverPark Funds Trust (the "Trust"), was formed on June 22, 2010 as an open-end
registered management investment company comprised of five funds: RiverPark
Large Growth Fund ("RiverPark Growth"), RiverPark/ Wedgewood Fund
("RiverPark/Wedgewood"), RiverPark Small Cap Growth Fund ("RiverPark Small
Cap"), RiverPark Short Term High Yield Fund ("RiverPark Short Term") and
RiverPark/Gravity Long-Biased Fund ("RiverPark/Gravity Long-Biased") (each a
"Fund" and collectively the "Funds"). The investment objective of the RiverPark
Growth, the RiverPark/Wedgewood, the RiverPark Small Cap and the
RiverPark/Gravity Long-Biased Fund is to seek long term capital appreciation.
The investment objective of the RiverPark Short Term Fund is high current
income and capital appreciation consistent with the preservation of capital.
Each of the Funds are diversified with the exception of the RiverPark/Wedgewood
Fund which is non-diversified. Each Fund is registered to offer Institutional
Class Shares and Retail Class Shares. Each of the Funds, except RiverPark Short
Term, has registered Class C Shares but they are not intended to be offered at
this time.
2. Summary of Significant Accounting Policies
The following significant accounting policies, which are consistently followed
in the preparation of the financial statements of the Trust, are in conformity
with accounting principles generally accepted in the United States of America
("GAAP") for investment companies.
Use of Estimates -- The preparation of financial statements in conformity with
GAAP requires management to make estimates and assumptions that affect the
reported amounts and disclosures in these financial statements. Actual results
could differ from those estimates.
Valuation of Investments -- Equity securities listed on a national securities
exchange or traded on the NASDAQ system are valued on their last sale price.
Portfolio securities traded on NASDAQ will be valued at the NASDAQ Official
Closing Price on each business day. If there is no such reported sale on an
exchange or NASDAQ, the portfolio security will be valued at the mean between
the most recent quoted bid and asked price. Price information on listed
securities is taken from the exchange where the security is primarily traded.
Other equity securities and debt securities for which market quotations are
readily available are valued at the mean between their bid and asked price,
except that debt securities maturing within 60 days are valued on an amortized
cost basis. Debt securities are valued according to the broadest and most
representative market, which will ordinarily be over-the-counter. Debt
securities may be valued based on prices provided by a pricing service which
such prices are believed to reflect the fair value of such securities.
Securities for which market quotations are not readily available are valued at
fair value as determined pursuant to procedures adopted by the Board of
Trustees.
To the extent that a Fund invests in non-U.S. dollar denominated securities,
the value of all assets and liabilities not denominated in United States
dollars will be translated into United States dollars on valuation date.
Trading in securities on European and Far Eastern securities exchanges and
over-the-counter markets is normally completed well before the close of
business on each business day in New York. In addition, European or Far Eastern
securities trading generally or in a particular country or countries may not
take place on all business
--------------------------------------------------------------------------------
18
[RIVERPARK LOGO]
--------------------------------------------------------------------------------
days in New York. Furthermore, trading takes place in various foreign markets
on days which are not business days in New York and on which net asset value is
not calculated. Such calculation does not take place contemporaneously with the
determination of the prices of the majority of the portfolio securities used in
such calculation. Events affecting the values of portfolio securities that
occur between the time their prices are determined and the close of the NYSE
will not be reflected in a Fund's calculation of net asset value unless the
Trustees deem that the particular event would materially affect net asset
value, in which case an adjustment will be made.
In accordance with the authoritative guidance on fair value measurement and
disclosure under GAAP, the Funds disclose the fair value of their investments
in a hierarchy that prioritizes the inputs to valuation techniques used to
measure the fair value. The objective of a fair value measurement is to
determine the price that would be received to sell an asset or paid to transfer
a liability in an orderly transaction between market participants at the
measurement date (an exit price). Accordingly, the fair value hierarchy gives
the highest priority to quoted prices (unadjusted) in active markets for
identical assets or liabilities (Level 1) and the lowest priority to
unobservable inputs (Level 3).
The three levels of the fair value hierarchy are described below:
o Level 1 -- Unadjusted quoted prices in active markets for identical,
unrestricted assets or liabilities that the Funds have the ability to
access at the measurement date;
o Level 2 -- Other significant observable inputs (includes quoted prices
for similar securities, interest rates, prepayment speeds, credit risk,
referenced indices, quoted prices in inactive markets, adjusted quoted
prices in active markets, etc.); and
o Level 3 -- Prices, inputs or exotic modeling techniques which are both
significant to the fair value measurement and unobservable (supported
by little or no market activity).
Investments are classified within the level of the lowest significant input
considered in determining fair value. Investments classified within Level 3
whose fair value measurement considers several inputs may include Level 1 or
Level 2 inputs as components of the overall fair value measurement.
For details of the investment classification, refer to the Schedules of
Investments and Schedule of Securities Sold Short.
For the six month period ended March 31, 2011, there were no significant
transfers between Level 1 and Level 2 assets and liabilities.
For the six month period ended March 31, 2011, there were no significant
changes to the Funds' fair value methodologies.
Securities Sold Short -- As consistent with the RiverPark/Gravity Long-Biased
Fund's investment objectives, the Fund may sell a security short so long as, as
a result of that sale, the current value of securities sold short by the Fund
would not exceed 30% of the value of its net assets. A short sale is the sale
by a fund of a security which it does not own in anticipation of purchasing the
same security in the future. To complete such a transaction, the Fund must
borrow the security to make delivery to the buyer. The Fund is then obligated
to replace the security borrowed by purchasing the security at the market price
at the time of the replacement. The price at such time may be more or less than
the price at which the security was sold by the Fund. Until the security is
replaced,
--------------------------------------------------------------------------------
19
Notes to Financial Statements
March 31, 2011 (Unaudited) (Continued)
--------------------------------------------------------------------------------
2. Summary of Signi[]cant Accounting Policies (continued)
the Fund is required to pay the lender amounts equal to any dividends that
accrue during the period of the loan. Dividends are shown as an expense for
financial reporting purposes. To borrow the security, the Fund also may be
required to pay a fee, which is shown as an expense for financial reporting
purposes. The proceeds of the short sale are retained by the broker, to the
extent necessary to meet margin requirements, until the short position is
closed out. A gain, limited to the price at which the Fund sold the security
short, or a loss, unlimited in size, will be recognized upon the close of a
short sale.
Until the Fund closes its short position or replaces the borrowed security, the
Fund will maintain a segregated account with its custodian containing cash or
high-grade securities equal to (i) the greater of the current market value of
the securities sold short or the market value of such securities at the time
they were sold short, less (ii) any collateral deposited with the Fund's broker
(not including the proceeds from the short sales). The Fund may be required to
add to the segregated account as the market price of a shorted security
increases. As a result of maintaining and adding to its segregated account, the
Fund may maintain higher levels of cash or liquid assets (for example, U.S.
Treasury bills, repurchase agreements, high quality commercial paper and long
equity positions) for collateral needs thus reducing its overall managed assets
available for trading purposes.
Investment Transactions -- Security transactions are accounted for on the trade
date, the date the order to buy or sell is executed. Costs used in determining
realized gains and losses on the sales of investment securities are those of
the specific securities sold. Discounts or premiums are accreted or amortized
to interest income using the effective interest method. Interest income is
recognized on the accrual basis from settlement date. Dividend income and
expenses and other distributions are recorded on the ex-dividend date, except
certain dividends and distributions from foreign securities which are recorded
as soon as a Fund is informed after the ex-dividend date.
Organization and Offering Costs -- Organization costs of the Trust were borne
by the Adviser, while offering costs consisting of the initial prospectus and
registration of the Funds were borne by the Funds and are being amortized over
the first 12 months of operations.
Expenses -- Expenses of the Trust that can be directly attributed to a
particular Fund are borne by that Fund. Expenses which cannot be directly
attributed to a Fund are apportioned among the Funds of the Trust based on the
number of Funds and/or relative net assets.
Dividends and Distributions to Shareholders -- Dividends from net investment
income are declared and paid to shareholders annually for the RiverPark Growth,
RiverPark/Wedgewood, RiverPark Small Cap and RiverPark/ Gravity Long-Biased
Funds and declared and paid monthly for the RiverPark Short Term Fund.
Dividends and distributions are recorded on the ex-dividend date. Any net
realized capital gains will be distributed at least annually by the Funds.
Classes -- Class specific expenses are borne by that class of shares. Income,
realized and unrealized gains and losses and non-class specific expenses are
allocated to the respective class on the basis of relative daily net assets.
Income Taxes -- Each Fund intends to qualify as a "regulated investment
company" under Sub-chapter M of the Internal Revenue Code of 1986, as amended.
If so qualified, each Fund will not be subject to federal income tax to the
extent it distributes substantially all of its net investment income and net
capital gains to its shareholders.
--------------------------------------------------------------------------------
20
[RIVERPARK LOGO]
--------------------------------------------------------------------------------
The Funds evaluate tax positions taken or expected to be taken in the course of
preparing the Funds' tax returns to determine whether it is "more-likely-than
not" (i.e., greater than 50-percent) that each tax position will be sustained
upon examination by a taxing authority based on the technical merits of the
position. Tax positions not deemed to meet the more-likely-than-not threshold
are recorded as a tax benefit or expense in the current year.
3. Agreements
Investment Advisory Agreement -- RiverPark Advisors, LLC ("RiverPark") serves
as the Funds' investment adviser (the "Adviser"). For the services it provides
to the Funds, the Adviser receives a fee, which is calculated daily and paid
monthly at the following annual rate: 0.65% for the RiverPark Growth Fund, the
RiverPark/ Wedgewood Fund and the RiverPark Short Term Fund and 0.90% for the
RiverPark Small Cap Fund and the RiverPark/Gravity Long-Biased Fund.
The Adviser has agreed contractually to waive its fees and to absorb expenses
of each Fund to the extent necessary to ensure that ordinary operating expenses
of each class (excluding interest, brokerage commissions, dividends on short
sales and interest expense on securities sold short, acquired fund fees and
expenses and extraordinary expenses) do not exceed, on an annual basis, 1.00%
for the Institutional Class shares and 1.25% for the Retail Class shares of the
Fund's average net assets for the RiverPark Growth Fund, the RiverPark/
Wedgewood Fund and the RiverPark Short Term Fund and 1.25% for the
Institutional Class shares and 1.50% for the Retail Class shares of the Fund's
average net assets for the RiverPark Small Cap Fund and the RiverPark/ Gravity
Long-Biased Fund. The Funds have each agreed to repay the Adviser in the amount
of any fees waived and Fund expenses absorbed, subject to certain limitations
that: (1) the reimbursement is made only for fees and expenses incurred not
more than three years prior to the date of reimbursement; and (2) the
reimbursement may not be made if it would cause the annual expense limitation
to be exceeded. This arrangement will remain in effect unless and until the
Board of Trustees approves its modification or termination.
The Adviser can recapture any fees it has waived within a three-year period
subject to the applicable annual rate of 1.00% for the Institutional Class
shares and 1.25% for the Retail Class shares for RiverPark Growth,
RiverPark/Wedgewood and RiverPark Short Term. The Adviser can recapture any
fees it has waived within a three-year period subject to the applicable annual
rate of 1.25% for the Institutional Class shares and 1.50% for the Retail Class
shares for RiverPark Small Cap and RiverPark/Gravity Long-Biased. As of March
31, 2011, the Adviser may in the future recapture from RiverPark Growth,
RiverPark/Wedgewood, RiverPark Small Cap, RiverPark Short Term, and
RiverPark/Gravity Long-Biased fees waived and reimbursed totaling $76,647,
$78,026, $76,942, $81,708 and $75,982, respectively, each of which expires
March 31, 2014.
RiverPark provides day-to-day portfolio management services to RiverPark Growth
and RiverPark Small Cap and oversees the day-to-day portfolio management
services provided by Wedgewood Partners, Inc. ("Wedgewood"), as sub-adviser to
RiverPark/Wedgewood; Cohanzick Management Inc. ("Cohanzick"), as sub-adviser to
RiverPark Short Term; and Gravity Partners ("Gravity"), as sub-adviser to
RiverPark/Gravity Long-Biased. With regard to RiverPark Growth and RiverPark
Small Cap, the Adviser has discretion to purchase and sell securities in
accordance with these Funds' objectives, policies, and restrictions. This
investment discretion has been delegated by the Adviser to Wedgewood, Cohanzick
and Gravity with regard to each respective Fund to which such parties serve as
sub-adviser. The Adviser pays the sub-advisers a monthly fee based upon the net
assets managed by such sub-adviser from the management fee paid to the Adviser
pursuant to the Investment Advisory Agreement. The Funds are not responsible
for the payment of the sub-advisory fees.
--------------------------------------------------------------------------------
21
Notes to Financial Statements
March 31, 2011 (Unaudited) (Continued)
--------------------------------------------------------------------------------
Administrator, Custodian and Transfer Agent -- SEI Investments Global Fund
Services (the "Administrator") serves as the Funds' Administrator pursuant to
an administration agreement under which the Administrator provides
administrative and accounting services for an annual fee equal to 0.12% of the
first $500 million, 0.10% of the next $500 million, and 0.08% of any amount
above $1 billion of the Funds' average daily net assets, subject to a minimum
annual fee.
Brown Brothers Harriman (the "Custodian") serves as the Funds' Custodian
pursuant to a Custody Agreement. DST Systems, Inc. (the Transfer Agent") serves
as the Funds' Transfer Agent pursuant to a Transfer Agency Agreement.
Distribution Agreement -- SEI Investments Distribution Co., a wholly-owned
subsidiary of SEI Investments and an affiliate of the Administrator (the
"Distributor") serve as the Funds' distributor pursuant to a distribution
agreement.
The Trust has adopted a shareholder servicing plan under which a shareholder
servicing fee up to 0.25% of average daily net assets attributable to Retail
Class Shares and Institutional Class Shares of the Funds will be paid to banks
and their affiliates and other institutions, including broker-dealers, as
compensation for providing non-distribution related shareholder services.
Other -- Certain officers of the Trust are also officers of the Adviser and the
Administrator. Such officers are paid no fees by the Trust for serving as
officers of the Trust.
The services provided by the Chief Compliance Officer ("CCO") and his staff are
paid for by the Funds as incurred. The services include regulatory oversight of
the Trust's Adviser, sub-advisers and service providers as required by SEC
regulations.
4. Investment Transactions
The cost of security purchases and proceeds from security sales, other than
short-term investments, short sales, purchases to cover and short-term
securities for the six month period ended March 31, 2011, were as follows:
Proceeds from
Fund Purchases (000) Sales (000)
--------------------------------------------------------------------------------
RiverPark Large Growth Fund $ 2,357 $ 756
RiverPark/Wedgewood Fund 4,372 606
RiverPark Small Cap Growth Fund 3,701 1,323
RiverPark Short Term High Yield Fund 28,597 17,967
RiverPark/Gravity Long-Biased Fund 2,550 75
There were no purchases or sales of U.S. Goverment securities for the six month
period ended March 31, 2011.
--------------------------------------------------------------------------------
22
[RIVERPARK LOGO]
--------------------------------------------------------------------------------
5. In-Kind Contributions
On October 1, 2010, RiverPark Short Term received an in-kind contribution which
consisted of $2,726,162 of securities received at value. As a result of the
in-kind contribution, RiverPark Short Term issued 272,616 Institutional Class
shares.
On October 1, 2010, RiverPark/Gravity Long-Biased received an in-kind
contribution which consisted of $568,313 of securities received at value. As a
result of the in-kind contribution, RiverPark/Gravity Long-Biased issued 56,831
Institutional Class shares.
6. Federal Tax Information
The federal tax cost and aggregate gross unrealized appreciation and
depreciation on investments held by the Funds, excluding securities sold short,
at March 31, 2011, were as follows (000):
Federal Aggregate Gross Aggregate Gross Net
Tax Unrealized Unrealized Unrealized
Fund Cost Appreciation Depreciation Appreciation
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund $1,732 $193 $(15) $178
RiverPark/Wedgewood Fund 3,937 464 (12) 452
RiverPark Small Cap Growth Fund 2,697 445 (46) 399
RiverPark Short Term High Yield Fund 17,551 49 (47) 2
RiverPark/Gravity Long-Biased Fund 5,387 232 (43) 189
7. Other
On March 31, 2011, the Funds had the following concentrations of shareholders
holding 10% or more of the outstanding shares of the Funds. These represent
omnibus shareholder accounts comprised of many individual shareholders.
Fund
--------------------------------------------------------------------------------
RiverPark Large Growth Fund 92%
RiverPark/Wedgewood Fund 68%
RiverPark Small Cap Growth Fund 90%
RiverPark Short Term High Yield Fund 82%
RiverPark/Gravity Long-Biased Fund 99%
In the normal course of business, the Trust enters into contracts that contain
a variety of representations which provide general indemnifications. The
Trust's maximum exposure under these arrangements cannot be known; however, the
Trust expects any risk of loss to be remote.
--------------------------------------------------------------------------------
23
Notes to Financial Statements
March 31, 2011 (Unaudited) (Continued)
--------------------------------------------------------------------------------
8. Recent Accounting Pronouncement
In January 2010, the Financial Accounting Standards Board issued Accounting
Standards Update ("ASU") No. 2010-06, "Improving Disclosures about Fair Value
Measurements." ASU No. 2010-06 will require reporting entities to make new
disclosures about purchases, sales, issuances, and settlements in the roll
forward of activity in Level 3 fair value measurements. The new and revised
disclosures are effective for interim and annual reporting periods beginning
after December 15, 2010. At this time, management is evaluating the
implications of ASU No. 2010-06 and its impact on the financial statements has
not been determined.
9. Subsequent Events
The Funds have evaluated the need for additional disclosures and/or adjustments
resulting from subsequent events through the date the financial statements were
issued. Based on this evaluation, no adjustments were required to the financial
statements.
--------------------------------------------------------------------------------
24
[This page intentionally left blank.]
--------------------------------------------------------------------------------
25
Disclosure of Fund Expenses (Unaudited)
--------------------------------------------------------------------------------
All mutual funds have operating expenses. As a shareholder of a mutual fund,
your investment is affected by these ongoing costs, which include (among
others) costs for portfolio management, administrative services, and
shareholder reports like this one. It is important for you to understand the
impact of these costs on your investment returns.
Operating expenses such as these are deducted from a mutual fund's gross income
and directly reduce its final investment return. These expenses are expressed
as a percentage of a mutual fund's average net assets; this percentage is known
as a mutual fund's expense ratio.
The following examples use the expense ratio and are intended to help you
understand the ongoing costs (in dollars) of investing in your Fund and to
compare these costs with those of other mutual funds. The examples are based on
an investment of $1,000 made at the beginning of the period shown and held for
the entire period.
The table on the following page illustrates your Fund's costs in two ways.
o Actual Fund Return. This section helps you to estimate the actual expenses
after fee waivers that your Fund incurred over the period. The "Expenses Paid
During Period" column shows the actual dollar expense incurred by a $1,000
investment in the Fund, and the "Ending Account Value" number is derived from
deducting that expense from the Fund's gross investment return.
You can use this information, together with the actual amount you invested in
the Fund, to estimate the expenses you paid over that period. Simply divide
your actual account value by $1,000 to arrive at a ratio (for example, an
$8,600 account value divided by $1,000 = 8.6), then multiply that ratio by the
number shown for your Fund under "Expenses Paid During Period."
o Hypothetical 5% Return. This section helps you compare your Fund's costs with
those of other mutual funds. It assumes that the Fund had an annual 5% return
before expenses during the year, but that the expense ratio (Column 3) for the
period is unchanged. This example is useful in making comparisons because the
Securities and Exchange Commission requires all mutual funds to make this 5%
calculation. You can assess your Fund's comparative cost by comparing the
hypothetical result for your Fund in the "Expenses Paid During Period" column
with those that appear in the same charts in the shareholder reports for other
mutual funds.
Note: Because the return is set at 5% for comparison purposes -- NOT your
Fund's actual return--the account values shown may not apply to your specific
investment.
--------------------------------------------------------------------------------
26
[RIVERPARK LOGO]
---------------------------------------------------------------------------------------------------------
Beginning Ending Expenses
Account Account Annualized Paid
Value Value Expense During
10/1/10 3/31/11 Ratios Period*
---------------------------------------------------------------- --------- --------- ---------- ---------
RiverPark Large Growth Fund -- Institutional Class Shares
Actual Fund Return $1,000.00 $1,134.10 1.00% $ 5.32
Hypothetical 5% Return 1,000.00 1,019.95 1.00 5.04
---------------------------------------------------------------- --------- --------- ---------- ---------
RiverPark Large Growth Fund -- Retail Class Shares
Actual Fund Return 1,000.00 1,132.50 1.25 6.65
Hypothetical 5% Return 1,000.00 1,018.70 1.25 6.29
---------------------------------------------------------------- --------- --------- ---------- ---------
RiverPark/Wedgewood Fund -- Institutional Class Shares
Actual Fund Return 1,000.00 1,143.80 1.00 5.34
Hypothetical 5% Return 1,000.00 1,019.95 1.00 5.04
---------------------------------------------------------------- --------- --------- ---------- ---------
RiverPark/Wedgewood Fund -- Retail Class Shares
Actual Fund Return 1,000.00 1,142.30 1.25 6.68
Hypothetical 5% Return 1,000.00 1,018.70 1.25 6.29
---------------------------------------------------------------- --------- --------- ---------- ---------
RiverPark Small Cap Growth Fund -- Institutional Class Shares
Actual Fund Return 1,000.00 1,221.40 1.25 6.92
Hypothetical 5% Return 1,000.00 1,018.70 1.25 6.29
---------------------------------------------------------------- --------- --------- ---------- ---------
RiverPark Small Cap Growth Fund -- Retail Class Shares
Actual Fund Return 1,000.00 1,219.80 1.50 8.30
Hypothetical 5% Return 1,000.00 1,017.45 1.50 7.54
---------------------------------------------------------------- --------- --------- ---------- ---------
RiverPark Short Term High Yield Fund -- Institutional Class Shares
Actual Fund Return 1,000.00 1,021.80 1.00 5.04
Hypothetical 5% Return 1,000.00 1,019.95 1.00 5.04
---------------------------------------------------------------- --------- --------- ---------- ---------
RiverPark Short Term High Yield Fund -- Retail Class Shares
Actual Fund Return 1,000.00 1,019.80 1.25 6.29
Hypothetical 5% Return 1,000.00 1,018.70 1.25 6.29
---------------------------------------------------------------- --------- --------- ---------- ---------
RiverPark/Gravity Long-Biased Fund -- Institutional Class Shares
Actual Fund Return 1,000.00 1,042.70 1.38** 7.03
Hypothetical 5% Return 1,000.00 1,018.05 1.38** 6.94
---------------------------------------------------------------- --------- --------- ---------- ---------
RiverPark/Gravity Long-Biased Fund -- Retail Class Shares
Actual Fund Return 1,000.00 1,040.50 1.63** 8.29
Hypothetical 5% Return 1,000.00 1,016.80 1.63** 8.20
---------------------------------------------------------------- --------- --------- ---------- ---------
* Expenses are equal to the Fund's annualized expense ratio multiplied by the
average account value over the period, multiplied by 182/365 (to reflect the
one-half year period).
** The annualized expense ratios include dividend expense during the six month
period.
--------------------------------------------------------------------------------
27
[RIVERPARK LOGO]
--------------------------------------------------------------------------------
APPROVAL OF THE INVESTMENT ADVISORY AND INVESTMENT SUB-ADVISORY AGREEMENTS
At an in-person meeting (the "Meeting") of the Board of Trustees (the "Board")
held on September 20, 2010, the Board, including the Trustees who are not
"interested persons" as that term is defined by the Investment Company Act of
1940, as amended (hereafter, the "Independent Trustees"), approved the
investment advisory agreement (the "Advisory Agreement") between RiverPark
Advisors, LLC (the "Adviser") and the Trust on behalf of each of the Funds. In
addition, the Board and the Independent Trustees approved the following
sub-advisory agreements: (i) the sub-advisory agreement (the "Wedgewood
Sub-Advisory Agreement") by and among the Adviser, the Trust, on behalf of
RiverPark/Wedgewood Fund, and Wedgewood Partners, Inc.; (ii) the sub-advisory
agreement (the "Cohanzick Sub-Advisory Agreement") by and among the Adviser,
the Trust, on behalf of the RiverPark Short Term High Yield Fund, and Cohanzick
Management Inc.; and (iii) the sub-advisory agreement (the "Gravity
Sub-Advisory Agreement" and collectively with the Wedgewood Sub-Advisory
Agreement and the Cohanzick Sub-Advisory Agreement, the "Sub-Advisory
Agreements") by and among the Adviser, the Trust, on behalf of
RiverPark/Gravity Long-Biased Fund, and Gravity Partners LLC.
The Board received and discussed a memorandum from the Trust's legal counsel
regarding the duties and responsibilities of the Board and the Independent
Trustees under the Investment Company Act of 1940 in approving advisory
agreements. In connection with its approval of the Advisory Agreement and each
of the Sub-Advisory Agreements, the Board considered the following factors:
o The overall investment performance of each sub-adviser;
o The nature, scope and quality of the services to be provided
by each sub-adviser;
o The costs of the services to be provided by each sub-adviser
and the structure of the sub-adviser's fees;
o The extent to which economies of scale would be realized as a
Fund grows and whether fee levels reflect any economies of
scale for the benefit of shareholders; and
o The profits to be realized by each sub-adviser and its
affiliates from the relationship with the Funds.
None of these factors was determinative in the Board's decision to approve the
Advisory Agreement and Sub-Advisory Agreements, but each was a factor in the
Independent Trustees' consideration.
In addition, the Board discussed and considered materials which had been
distributed to them in advance at the Board meeting and prepared by the Adviser
and the Sub-Advisers in response to the questionnaire provided by Trust counsel
regarding certain matters relevant to the approval of the Advisory Agreement
and the Sub-Advisory Agreements under Section 15 of the Investment Company Act.
These materials included, among other things, information regarding: (a) the
Adviser's and each Sub-Adviser's financial soundness and ability to honor any
applicable expense reimbursement commitment; (b) information on economies of
scale (if any) resulting from growth of the Funds' assets; (c) the Adviser and
each of the Sub-Adviser's readiness and ability to timely provide high quality
and adequate information as may be requested by the Trustees, or the Adviser in
the case of each Sub-Adviser; (d) regulatory issues; (e) the Adviser's and each
Sub-Adviser's compliance program and chief compliance officer; and (f) other
material factors affecting the Adviser or each Sub-Adviser.
--------------------------------------------------------------------------------
28
--------------------------------------------------------------------------------
The Independent Trustees deliberated with counsel regarding the Advisory
Agreement and each Sub-Advisory Agreement and considered the following material
factors during their deliberations: (1) the nature, extent and quality of
services provided by the Adviser; (2) the investment performance of the Fund
and the Adviser; (3) the cost of services to be provided and the profits to be
realized by the Adviser and its affiliates; (4) the extent to which economies
of scale will be realized as the Fund grows; and (5) whether the fee levels
reflect these economies of scale for the benefit of investors.
The Board discussed the Adviser and each proposed Sub-Adviser separately.
In considering the approval of the Advisory Agreement, the Independent Trustees
discussed their familiarity with principals of the Adviser, satisfaction with
the Adviser's policies and procedures and the level of experience of the
portfolio managers and their confidence in the Adviser's ability to perform
based on this experience. They further discussed the depth of resources and
skill that the Adviser has demonstrated in its management of unregistered funds
and ETFs. In addition, the Independent Trustees noted the Adviser's
demonstrated ability to comply with dynamic regulatory requirements and
commitment to responsiveness and compliance going forward. They discussed the
information that had been provided to them regarding the Adviser's fees, its
profitability and expenses of the Funds and how this information compared to
the data prepared by Lipper regarding other comparable funds. The Trustees
concluded that they had received and evaluated such information (including the
RiverPark Advisors, LLC Code of Ethics and the proposed form of Investment
Advisory Agreement and Expense Limitation Agreement), as it deems necessary (in
consultation with Counsel) in order to make an informed determination as to
whether the proposed form of Investment Advisory Agreement by and between the
Adviser and the Trust, on behalf of each Fund of the Trust, is in the best
interests of the Trust, each Fund thereof, and each Fund's future shareholders.
In making their determination, no single factor was controlling in their
decision, but rather the Independent Trustees considered all of these factors
in their totality.
Regarding each proposed sub-adviser, the Board considered the expertise in
managing the applicable strategy and performance history of each sub-adviser
demonstrated by the written materials provided and the oral comments. Based on
such materials and comments, the Independent Trustees concluded that they were
satisfied with each sub-adviser's qualifications. They discussed the
information that had been provided to them regarding the proposed fees and the
projected impact on each sub-adviser's profitability. They determined that the
arrangements that had been made with each sub-adviser regarding the absorption
of certain costs and expenses or the operation with reduced or waived fees on
certain assets of the Fund demonstrated each sub-adviser's commitment to
maintain a reasonable expense ratio especially during each Fund's initial
period of growth. They expressed their satisfaction with each sub-adviser's
financial stability and prudent fiscal management and noted the personal
investments of key management in such sub-adviser's strategy. With regard to
each Fund, the Independent Trustees noted they were satisfied with the data
prepared by Lipper regarding other comparable funds and that the proposed
expenses in light of such expenses were reasonable. The Independent Trustees
noted the commitment to a culture of compliance that had been expressed by each
sub-adviser and their satisfaction with the certifications provided by the
Fund's Chief Compliance Officer regarding each sub-adviser's policies and
procedures and Code of Ethics. They noted that each sub-adviser's Chief
Compliance Officer had provided a certification regarding the adequacy of the
respective sub-adviser's policies and procedures and Code of Ethics. They
concluded that they had received and evaluated such information as they deem
necessary (in consultation with Trust counsel) to make an informed
determination
--------------------------------------------------------------------------------
29
[RIVERPARK LOGO]
--------------------------------------------------------------------------------
as to whether each of the Wedgewood Sub-Advisory Agreement, Cohanzick
Sub-Advisory Agreement and the Gravity Sub-Advisory Agreement is in the best
interests of the relevant Fund and its future shareholders. In making their
determination, no single factor was controlling in their decision, but rather
the Independent Trustees considered all of these factors in their totality.
Based on the Board's deliberations and its evaluation of the information
described above, the Board, including all of the Independent Trustees,
unanimously: (a) concluded that terms of the Advisory Agreement and each
Sub-Advisory Agreement are fair and reasonable; (b) concluded that the
Adviser's and each Sub-Adviser's fees are reasonable in light of the services
that the Adviser or Sub-Adviser provides to the Funds; and (c) agreed to
approve the Advisory Agreement and each Sub-Advisory Agreement for an initial
term of two years.
--------------------------------------------------------------------------------
30
[This page intentionally left blank.]
[This page intentionally left blank.]
INVESTMENT ADVISER
RiverPark Advisors, LLC
156 West 56th Street, 17th Floor
New York, New York 10019
CUSTODIAN
Brown Brothers Harriman & Co.
40 Water Street
Boston, Massachusetts 02109
TRANSFER AGENT
DST Systems, Inc.
333 West 11th Street, 5th Floor
Kansas City, Missouri 64105
ADMINISTRATOR
SEI Investments Global Fund Services
One Freedom Valley Drive
Oaks, Pennsylvania 19456
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Cohen Fund Audit Services, Ltd.
800 Westpoint Parkway, Suite 1100
Westlake, Ohio 44145
DISTRIBUTOR
SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, Pennsylvania 19456
FUND COUNSEL
Blank Rome LLP
405 Lexington Avenue
New York, New York 10174-0208
RPF-SA-001-0100
ITEM 2. CODE OF ETHICS.
Not applicable for semi-annual report.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable for semi-annual report.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable for semi-annual report.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable to open-end management investment companies.
ITEM 6. SCHEDULE OF INVESTMENTS.
See Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to open-end management investment companies.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to open-end management investment companies.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT COMPANY AND
AFFILIATED PURCHASERS.
Not applicable to open-end management investment companies.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The certifying officers, whose certifications are included herewith, have
evaluated the registrant's disclosure controls and procedures within 90 days of
the filing date of this report. In their opinion, based on their evaluation,
the registrant's disclosure controls and procedures are adequately designed, and
are operating effectively to ensure, that information required to be disclosed
by the registrant in the reports it files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission's rules and
forms.
(b) There were no significant changes in the registrant's internal control over
financial reporting that occurred during the registrant's last fiscal half-year
that have materially affected, or are reasonably likely to materially affect,
the registrant's internal control over financial reporting.
ITEMS 12. EXHIBITS.
(a)(1) Not applicable for semi-annual report.
(a)(2) A separate certification for the principal executive officer and the
principal financial officer of the registrant as required by Rule 30a-2(a) under
the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(a)), are filed
herewith.
(b) Officer certifications as required by Rule 30a-2(b) under the Investment
Company Act of 1940, as amended (17 CFR 270.30a-2(b)) also accompany this filing
as an Exhibit.
--------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) RiverPark Funds Trust
By (Signature and Title)* /s/ Morty Schaja
---------------------
Morty Schaja
President
Date: June 8, 2011
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ Morty Schaja
---------------------
Morty Schaja
President
Date: June 8, 2011
By (Signature and Title)* /s/ Michael Lawson
---------------------
Michael Lawson
Chief Financial
Officer and Treasurer
Date: June 8, 2011
* Print the name and title of each signing officer under his or her
signature.