UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________
FORM N-CSR
________
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: SEPTEMBER 30, 2011
ITEM 1. REPORTS TO STOCKHOLDERS.
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ANNUAL REPORT
SEPTEMBER 30, 2011
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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
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Management's Discussion of Fund Performance and Analysis
RiverPark Large Growth Fund ........................................... 1
RiverPark/Wedgewood Fund .............................................. 3
RiverPark Small Cap Growth Fund ....................................... 5
RiverPark Short Term High Yield Fund .................................. 7
RiverPark/Gravity Long-Biased Fund .................................... 9
Schedules of Investments
RiverPark Large Growth Fund ........................................... 11
RiverPark/Wedgewood Fund .............................................. 12
RiverPark Small Cap Growth Fund ....................................... 13
RiverPark Short Term High Yield Fund .................................. 14
RiverPark/Gravity Long-Biased Fund .................................... 16
Statements of Assets and Liabilities ..................................... 18
Statements of Operations ................................................. 19
Statements of Changes in Net Assets ...................................... 20
Financial Highlights ..................................................... 22
Notes to Financial Statements ............................................ 24
Report of Independent Registered Public Accounting Firm .................. 33
Trustees and Officers of the Trust ....................................... 34
Disclosure of Fund Expenses .............................................. 37
Notice to Shareholders ................................................... 39
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 during the most recent
period ended June 30 is available (i) without charge, upon request, by calling
888-564-4517; and (ii) on the Commission's website at http://www.sec.gov.
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MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK LARGE GROWTH FUND
For the fiscal year ended September 30, 2011, the RiverPark Large Growth Fund
gained 1.19% and 1.44% on its Retail Class Shares and Institutional Class
Shares, respectively, while the Russell 1000 Growth Index gained 3.78% and the
S&P 500 Index gained 1.14%.
Investment results for the fiscal year were not uniform across quarters. The
Fund gained 8.93% for the December quarter, 3.97% for the March quarter, 0.89%
for the June quarter, and lost (11.43)% in the September quarter. Equity markets
in general experienced above average volatility throughout the year, and markets
declined in the fourth quarter as fears of a deteriorating economy and European
contagion roiled markets.
The Fund's investment results were not uniform across sectors. The Fund's best
performing sectors were Consumer Discretionary, Healthcare and Industrials. The
Fund realized losses in its investments in the Energy, Financials, and Materials
sectors. The Fund's best performers in the fiscal year were Dollar Tree, Apple,
and Goodrich. The Fund's worse performers were Sandridge, Monsanto, and
Carnival.
The RiverPark Large Growth Fund seeks to make investments in securities of large
capitalization companies, which it defines as those in excess of $5 billion. The
Fund invests in what it believes are exciting growth businesses with significant
long-term growth potential, but patiently waits for opportunities to purchase
these companies at attractive prices. RiverPark believes the style is best
described as a "value orientation toward growth". RiverPark believes that the
current market environment provides it with an opportunity to own a diversified
portfolio of growth stocks at attractive valuations. We are cautiously
optimistic that we can achieve our long term objective of realizing above
average rates of return over the next few years.
THIS REPRESENTS THE MANAGER'S ASSESSMENT OF THE MARKET ENVIRONMENT AT A SPECIFIC
POINT IN TIME AND SHOULD NOT BE RELIED UPON BY THE READER AS RESEARCH OR
INVESTMENT ADVICE.
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.
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1
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COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE RIVERPARK LARGE
GROWTH FUND, RETAIL CLASS SHARES, VERSUS THE RUSSELL 1000 GROWTH INDEX AND THE
S&P 500 INDEX
[LINE GRAPH]
RIVERPARK LARGE GROWTH FUND,
YEAR RETAIL CLASS SHARES RUSSELL 1000 GROWTH INDEX S&P 500 INDEX
--------------------------------------------------------------------------------
2010 $10,000 $10,000 $10,000
2011 $10,119 $10,378 $10,114
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----------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN FOR
PERIOD ENDED SEPTEMBER 30, 2011
----------------------------------------------------
ANNUALIZED
ONE YEAR INCEPTION TO
RETURN DATE*
----------------------------------------------------
1.44% 1.44% INSTITUTIONAL CLASS SHARES
----------------------------------------------------
1.19% 1.19% RETAIL CLASS SHARES
----------------------------------------------------
3.78% 3.78% RUSSELL 1000 GROWTH INDEX
----------------------------------------------------
1.14% 1.14% S&P 500 INDEX
----------------------------------------------------
* FUND COMMENCED OPERATIONS ON SEPTEMBER 30, 2010.
Returns shown above are calculated assuming reinvestment of all dividends and
distributions. Returns do not reflect the deduction of taxes that a shareholder
would pay on dividends or distributions or the redemption of shares from a fund.
Returns reflect fee waivers and/or reimbursements in effect for the period;
absent fee waivers and reimbursements, performance would have been lower.
Results represent past performance and do not indicate future results. The value
of an investment in the Fund and the return on investment both will fluctuate
and redemption proceeds may be higher or lower than a shareholder's original
cost. Performance of the Institutional Class Shares differs due to the
differences in expenses.
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2
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MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK/WEDGEWOOD FUND
For the fiscal year ended September 30, 2011 the RiverPark/Wedgewood Fund gained
3.12% and 3.37% on its Retail Class Shares and Institutional Class Shares,
respectively, while the Russell 1000 Growth Index gained 3.78% and the S&P 500
Index gained 1.14%.
Investment results for the fiscal year were not uniform across quarters. The
Fund gained 7.62% for the December quarter, 6.14% for the March quarter, lost
(0.35)% for the June quarter, and lost (9.41)% in the September quarter. Equity
markets in general experienced above average volatility throughout the year, and
markets declined in the fourth quarter as fears of a deteriorating economy and
European contagion roiled markets.
The Fund's investment results were not uniform across sectors. The Fund's best
performing sectors were Information Technology, Healthcare and Consumer
Discretionary. The Fund realized its greatest losses in its investments in the
Financials, Energy and Consumer Staples sectors. The Fund's best performers in
the fiscal year were Apple, Perrigo, and Visa. The Fund's worse performers were
Goldman Sachs, Teva, and Express Scripts.
The RiverPark/Wedgewood Fund seeks to make investments in about 20-25 companies,
with market capitalizations in excess of $5 billion, which it believes have
above-average growth prospects. The Fund invests in businesses that it believes
are market leaders with a long-term sustainable competitive advantage. It
patiently waits for opportunities to purchase what it believes are great
businesses at attractive prices. While the Fund invests in growth it believes
that valuation is the key to generating attractive returns over the long-term.
Unlike most growth investors, Wedgewood is not a momentum investor but rather a
contrarian growth investor. Wedgewood is a firm that believes in investing as
opposed to trading and generally experiences an annual portfolio turnover of
less than 50%. Wedgewood believes that the current market environment provides
it with an opportunity to own a portfolio of growth stocks at attractive
valuations. We are cautiously optimistic that we can achieve our long term
objective of realizing above average rates of return over the next few years.
THIS REPRESENTS THE MANAGER'S ASSESSMENT OF THE MARKET ENVIRONMENT AT A SPECIFIC
POINT IN TIME AND SHOULD NOT BE RELIED UPON BY THE READER AS RESEARCH OR
INVESTMENT ADVICE.
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.
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3
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COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE
RIVERPARK/WEDGEWOOD FUND, RETAIL CLASS SHARES, VERSUS THE RUSSELL 1000 GROWTH
INDEX AND THE S&P 500 INDEX
[LINE GRAPH]
RIVERPARK/WEDGEWOOD FUND,
YEAR RETAIL CLASS SHARES RUSSELL 1000 GROWTH INDEX S&P 500 INDEX
--------------------------------------------------------------------------------
2010 $10,000 $10,000 $10,000
2011 $10,312 $10,378 $10,114
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----------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN FOR
PERIOD ENDED SEPTEMBER 30, 2011
----------------------------------------------------
ANNUALIZED
ONE YEAR INCEPTION TO
RETURN DATE*
----------------------------------------------------
3.37% 3.37% INSTITUTIONAL CLASS SHARES
----------------------------------------------------
3.12% 3.12% RETAIL CLASS SHARES
----------------------------------------------------
3.78% 3.78% RUSSELL 1000 GROWTH INDEX
----------------------------------------------------
1.14% 1.14% S&P 500 INDEX
----------------------------------------------------
* FUND COMMENCED OPERATIONS ON SEPTEMBER 30, 2010.
Returns shown above are calculated assuming reinvestment of all dividends and
distributions. Returns do not reflect the deduction of taxes that a shareholder
would pay on dividends or distributions or the redemption of shares from a fund.
Returns reflect fee waivers and/or reimbursements in effect for the period;
absent fee waivers and reimbursements, performance would have been lower.
Results represent past performance and do not indicate future results. The value
of an investment in the Fund and the return on investment both will fluctuate
and redemption proceeds may be higher or lower than a shareholder's original
cost. Performance of the Institutional Class Shares differs due to the
differences in expenses.
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4
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MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK SMALL CAP GROWTH FUND
For the fiscal year ended September 30, 2011, the RiverPark Small Cap Growth
Fund lost (4.06)% and (3.71)% on it Retail Class Shares and Institutional Class
Shares, respectively, while the Russell 2000 Growth Index lost (1.12)%, and the
Russell 2000 Index lost (3.53)%.
Investment results for the fiscal year were not uniform through the year. The
Fund gained 21.98% in the first six months of the period ending March 31, 2011,
and lost (21.35)% in the six months ending September 30, 2011. Equity markets in
general experienced above average volatility throughout the period, and markets
declined in the fourth quarter as fears of a deteriorating economy and European
contagion roiled markets. The market decline in the September quarter was
especially difficult for smaller companies as both the Russell 2000 and Russell
2000 Growth Indexes fell more than 20% in the quarter.
The Fund's investment results were not uniform across sectors. The Fund's best
performing sectors were Healthcare, Consumer Staples and Information Technology.
The Fund realized its greatest losses in its investments in the Financial,
Energy, and Industrials sectors. The Fund's best performers in the fiscal year
were Accretive Health, Sandridge, and Diamond Foods. The Fund's worse performers
were Rentrak, Gevo, and Greenhill.
The RiverPark Small Cap Growth Fund seeks to make investments in securities of
small capitalization companies, which it defines as those below $2.5 billion.
The Fund invests in what it believes are exciting growth businesses with
significant long-term growth potential, but patiently waits for opportunities to
purchase these companies at attractive prices. RiverPark believes the style is
best described as a "value orientation toward growth". RiverPark believes that
the current market environment provides it with an opportunity to own a
diversified portfolio of growth stocks at attractive valuations. We are
cautiously optimistic that we can achieve our long term objective of realizing
above average rates of return over the next few years.
THIS REPRESENTS THE MANAGER'S ASSESSMENT OF THE MARKET ENVIRONMENT AT A SPECIFIC
POINT IN TIME AND SHOULD NOT BE RELIED UPON BY THE READER AS RESEARCH OR
INVESTMENT ADVICE.
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.
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5
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COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE RIVERPARK SMALL
CAP GROWTH FUND, RETAIL CLASS SHARES, VERSUS THE RUSSELL 2000 GROWTH INDEX AND
THE RUSSELL 2000 INDEX
[LINE GRAPH]
RIVERPARK SMALL CAP
GROWTH FUND,
YEAR RETAIL CLASS SHARES RUSSELL 2000 GROWTH INDEX RUSSELL 2000 INDEX
--------------------------------------------------------------------------------
2010 $10,000 $10,000 $10,000
2011 $ 9,594 $ 9,888 $ 9,647
--------------------------------------------------------------------------------
----------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN FOR PERIOD
ENDED SEPTEMBER 30, 2011
----------------------------------------------------
ANNUALIZED
ONE YEAR INCEPTION TO
RETURN DATE*
----------------------------------------------------
-3.71% -3.71% INSTITUTIONAL CLASS SHARES
----------------------------------------------------
-4.06% -4.06% RETAIL CLASS SHARES
----------------------------------------------------
-1.12% -1.12% RUSSELL 2000 GROWTH INDEX
----------------------------------------------------
-3.53% -3.53% RUSSELL 2000 INDEX
----------------------------------------------------
* FUND COMMENCED OPERATIONS ON SEPTEMBER 30, 2010.
Returns shown above are calculated assuming reinvestment of all dividends and
distributions. Returns do not reflect the deduction of taxes that a shareholder
would pay on dividends or distributions or the redemption of shares from a fund.
Returns reflect fee waivers and/or reimbursements in effect for the period;
absent fee waivers and reimbursements, performance would have been lower.
Results represent past performance and do not indicate future results. The value
of an investment in the Fund and the return on investment both will fluctuate
and redemption proceeds may be higher or lower than a shareholder's original
cost. Performance of the Institutional Class Shares differs due to the
differences in expenses.
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6
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MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK SHORT TERM HIGH YIELD FUND
For the fiscal year ended September 30, 2011, the RiverPark Short Term High
Yield Fund gained 3.06% and 3.27% on its Retail Class Shares and Institutional
Class Shares, respectively, while the BofA Merrill Lynch 1-3 Year U.S. Corporate
Bond Index gained 1.41% and the BofA Merrill Lynch 1 Year U.S. Treasury Index
gained 0.55%.
Investment results for the fiscal year were not uniform across quarters. The
Fund gained 0.71% for the December quarter, 1.26% for the March quarter, 1.13%
for the June quarter, and lost (0.07)% in the September quarter. The short term
bond markets experienced above average volatility throughout the year. Markets
were especially tough in the September quarter as corporate spreads widened.
While the Fund lost less than 10 basis points in the September quarter the BofA
Merrill Lynch 1-3 Year U.S. Corporate Index lost (0.58)%, and the Merrill Lynch
U.S. High Yield Master II Index had one of the top-5 worst performing quarters
since 1986.
The Fund's investment results were not uniform across its investment categories.
The Fund realized gains of approximately 1.26% in its investments of Redeemed
Debt, 1.04% in Event-Driven investments, 0.89% in Short Term Maturities, 0.67%
in Cushion Bonds, and 0.41% in Strategic Recap investments.
The Fund continues to strive for maximum yield with the lowest effective
duration possible. As of September 30, 2011, nearly 60% of the Fund's invested
portfolio is expected to mature or be repaid within 90 days, while 80% of the
Fund's invested portfolio is expected to mature or be repaid within 12 months.
Over 57% of the invested portfolio is expected to be repaid as the result of a
corporate event (redemption or early retirement due to an acquisition or
recapitalization).
The RiverPark Short Term High Yield Fund focuses on short term high yield
securities for which they believe credit ratings do not accurately reflect a
company's ability to meet their short term credit obligations. The RiverPark
Short Term High Yield Fund seeks to make investments in fixed income securities
of companies that have announced or, in Cohanzick's opinion, will announce a
funding event, reorganization or other corporate event that they believe will
have a positive impact on a company's ability to repay their debt. Additionally,
the Fund will invest in securities in which it perceives there is limited near
term risk of default. In Cohanzick's view, the risks associated with investing
in short term high yield debt are very different from investing in long-dated
paper in which operating performance and business sustainability are of primary
concern.
THIS REPRESENTS THE MANAGER'S ASSESSMENT OF THE MARKET ENVIRONMENT AT A SPECIFIC
POINT IN TIME AND SHOULD NOT BE RELIED UPON BY THE READER AS RESEARCH OR
INVESTMENT ADVICE.
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.
THE BOFA MERRILL LYNCH 1 YR U.S. TREASURY INDEX TRACKS THE PERFORMANCE OF U.S.
DOLLAR DENOMINATED SOVEREIGN DEBT PUBLICLY ISSUED BY THE U.S. GOVERNMENT IN ITS
DOMESTIC MARKET WITH AT LEAST ONE YEAR REMAINING TERM TO FINAL MATURITY.
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7
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COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE RIVERPARK SHORT
TERM HIGH YIELD FUND, RETAIL CLASS SHARES, VERSUS THE BOFA MERRILL LYNCH 1-3
YEAR U.S. CORPORATE BOND INDEX AND THE BOFA MERRILL LYNCH 1-YEAR U.S.
TREASURY INDEX
[LINE GRAPH]
RIVERPARK SHORT TERM BOFA MERRILL LYNCH BOFA MERRILL LYNCH
HIGH YIELD FUND, 1-3 YEAR U.S. 1-YEAR U.S.
YEAR RETAIL CLASS SHARES CORPORATE BOND INDEX TREASURY INDEX
-------------------------------------------------------------------------
2010 $10,000 $10,000 $10,000
2011 $10,306 $10,141 $10,055
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--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN FOR PERIOD ENDED SEPTEMBER 30, 2011
--------------------------------------------------------------------------------
ANNUALIZED
ONE YEAR INCEPTION TO
RETURN DATE*
--------------------------------------------------------------------------------
3.27% 3.27% INSTITUTIONAL CLASS SHARES
--------------------------------------------------------------------------------
3.06% 3.06% RETAIL CLASS SHARES
--------------------------------------------------------------------------------
1.41% 1.41% BOFA MERRILL LYNCH 1-3 YEAR U.S. CORPORATE BOND INDEX
--------------------------------------------------------------------------------
0.55% 0.55% BOFA MERRILL LYNCH 1 YEAR U.S. TEASURY INDEX
--------------------------------------------------------------------------------
* FUND COMMENCED OPERATIONS ON SEPTEMBER 30, 2010.
Returns shown above are calculated assuming reinvestment of all dividends and
distributions. Returns do not reflect the deduction of taxes that a shareholder
would pay on dividends or distributions or the redemption of shares from a fund.
Returns reflect fee waivers and/or reimbursements in effect for the period;
absent fee waivers and reimbursements, performance would have been lower.
Results represent past performance and do not indicate future results. The value
of an investment in the Fund and the return on investment both will fluctuate
and redemption proceeds may be higher or lower than a shareholder's original
cost. Performance of the Institutional Class Shares differs due to the
differences in expenses.
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8
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MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK/GRAVITY LONG-BIASED FUND
Effective October 13, 2011, the Riverpark/Gravity Long-Biased Fund is no longer
available for sale. The Board of Trustees of the RiverPark Trust on October 13,
2011 determined that it was in the best interests of the Fund and the
shareholders to close the Fund and liquidate its portfolio in an orderly
fashion.
For the fiscal year ended September 30, 2011, the RiverPark/Gravity Long-Biased
Fund lost (1.55)% and (1.24)% on its Retail Class Shares and Institutional Class
Shares, respectively, while the S&P 500 Index gained 1.14%. The Fund maintained
a large cash position throughout the year, and in this period of above average
volatility substantially underperformed the market during periods where the
market was strong, like the December quarter, and outperformed the market during
periods of decline, like the September quarter.
THIS REPRESENTS THE MANAGER'S ASSESSMENT OF THE MARKET ENVIRONMENT AT A SPECIFIC
POINT IN TIME AND SHOULD NOT BE RELIED UPON BY THE READER AS RESEARCH OR
INVESTMENT ADVICE.
THE S&P 500 INDEX IS AN UNMANAGED MARKET CAPITALIZATION VALUE WEIGHTED COMPOSITE
INDEX OF 500 STOCKS.
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9
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COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE RIVERPARK/
GRAVITY LONG-BIASED FUND, RETAIL CLASS SHARES, VERSUS THE S&P 500 INDEX
[LINE GRAPH]
-----------------------------------------------------------
RIVERPARK/GRAVITY LONG-BIASED FUND,
YEAR RETAIL CLASS SHARES S&P 500 INDEX
-----------------------------------------------------------
2010 $10,000 $10,000
2011 $ 9,845 $10,114
-----------------------------------------------------------
----------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN FOR
PERIOD ENDED SEPTEMBER 30, 2011
----------------------------------------------------
ANNUALIZED
ONE YEAR INCEPTION TO
RETURN DATE*
----------------------------------------------------
-1.24% -1.24% INSTITUTIONAL CLASS SHARES
----------------------------------------------------
-1.55% -1.55% RETAIL CLASS SHARES
----------------------------------------------------
1.14% 1.14% S&P 500 INDEX
----------------------------------------------------
* FUND COMMENCED OPERATIONS ON SEPTEMBER 30, 2010.
Returns shown above are calculated assuming reinvestment of all dividends and
distributions. Returns do not reflect the deduction of taxes that a shareholder
would pay on dividends or distributions or the redemption of shares from a fund.
Returns reflect fee waivers and/or reimbursements in effect for the period;
absent fee waivers and reimbursements, performance would have been lower.
Results represent past performance and do not indicate future results. The value
of an investment in the Fund and the return on investment both will fluctuate
and redemption proceeds may be higher or lower than a shareholder's original
cost. Performance of the Institutional Class Shares differs due to the
differences in expenses.
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10
RiverPark Large Growth Fund
[RIVERPARK FUNDS LOGO] September 30, 2011
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SECTOR WEIGHTING+
[BAR CHART]
Information Technology 30.1%
Consumer Discretionary 22.5%
Financials 18.4%
Industrials 8.4%
Telecommunications Services 5.3%
Time Deposit 5.1%
Materials 4.9%
Energy 3.6%
Health Care 1.7%
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE (000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
COMMON STOCK -- 97.1%**
Consumer Discretionary - 23.0%
Carnival 2,100 $ 64
Coach 950 49
Discovery Communications, Cl C* 2,450 86
Dollar Tree* 1,374 103
Las Vegas Sands* 2,380 91
McDonald's 598 52
priceline.com* 203 91
Ralph Lauren, Cl A 350 46
Walt Disney 1,619 49
Wynn Resorts 320 37
------------
668
------------
Energy - 3.7%
Devon Energy 522 29
Southwestern Energy* 1,500 50
Ultra Petroleum* 1,048 29
------------
108
------------
Financials - 18.8%
American Express 2,230 100
The Blackstone Group LP (a) 8,773 105
Charles Schwab 2,760 31
CME Group, Cl A 484 119
KKR & Co., LP (a) 7,796 81
TD Ameritrade Holding 5,166 76
Visa, Cl A 370 32
------------
544
------------
Health Care - 1.8%
Intuitive Surgical* 140 51
------------
Industrials - 8.6%
CH Robinson Worldwide 446 31
Expeditors International of Washington 802 32
Goodrich 604 73
Precision Castparts 315 49
Stericycle* 351 28
United Parcel Service, Cl B 572 36
------------
249
------------
--------------------------------------------------------------------------------
DESCRIPTION SHARES/FACE AMOUNT (000) VALUE (000)
--------------------------------------------------------------------------------
Information Technology - 30.8%
Alliance Data Systems* 770 $ 71
Apple* 346 132
Cognizant Technology Solutions, Cl A* 1,460 92
eBay* 4,482 132
EMC* 3,007 63
Equinix* 1,605 143
Genpact* 3,850 55
Google, Cl A* 172 88
Mastercard, Cl A 107 34
QUALCOMM 1,179 58
VeriFone Systems* 716 25
------------
893
------------
Materials - 5.0%
Monsanto 1,894 114
Praxair 342 32
------------
146
------------
Telecommunication Services - 5.4%
American Tower, Cl A* 1,433 77
Crown Castle International* 1,160 47
SBA Communications, Cl A* 917 32
------------
156
------------
Total Common Stock
(Cost $2,952) (000) 2,815
------------
TIME DEPOSIT -- 5.3%
Brown Brothers, 0.030% (b)
(Cost $152) (000) $ 152 152
------------
Total Investments -- 102.4%
(Cost $3,104) (000) $ 2,967
============
As of September 30, 2011, all of the Fund's investments were considered Level 1
except for the Time Deposit which was 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 $2,898 (000).
* Non-income producing security.
** More narrow industries are utilized for compliance purposes, whereas broad
sectors are utilized for reporting purposes.
(a) Security considered Master Limited Partnership. At September 30, 2011,
these securities amounted to $186 (000) or 6.4% of Net Assets.
(b) Rate shown is the simple yield as of September 30, 2011.
Cl -- Class
LP -- Limited Partnership
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
11
RiverPark/Wedgewood Fund
[RIVERPARK FUNDS LOGO] September 30, 2011
--------------------------------------------------------------------------------
SECTOR WEIGHTING+
[BAR CHART]
Health Care 28.2%
Information Technology 26.4%
Financials 22.7%
Industrials 11.0%
Time Deposit 6.2%
Energy 5.5%
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE (000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
COMMON STOCK -- 94.7%**
Energy - 5.5%
National Oilwell Varco 14,700 $ 753
Schlumberger 18,000 1,075
------------
1,828
------------
Financials - 22.9%
American Express 39,950 1,794
Berkshire Hathaway, Cl B* 32,990 2,343
Verisk Analytics, Cl A* 42,140 1,465
Visa, Cl A 23,470 2,012
------------
7,614
------------
Health Care - 28.4%
Express Scripts* 57,010 2,113
Gilead Sciences* 49,840 1,934
Intuitive Surgical* 3,560 1,297
Perrigo 17,140 1,664
Teva Pharmaceutical Industries ADR 37,280 1,388
Varian Medical Systems* 20,090 1,048
------------
9,444
------------
Industrials - 11.2%
Cummins 19,070 1,557
Expeditors International of
Washington 28,100 1,140
Stericycle* 12,410 1,002
------------
3,699
------------
Information Technology - 26.7%
Apple* 8,240 3,141
Cognizant Technology Solutions, Cl A* 20,300 1,273
EMC* 51,880 1,089
Google, Cl A* 3,480 1,790
QUALCOMM 32,600 1,585
------------
8,878
------------
Total Common Stock
(Cost $32,538) (000) 31,463
------------
--------------------------------------------------------------------------------
DESCRIPTION FACE AMOUNT (000) VALUE (000)
--------------------------------------------------------------------------------
TIME DEPOSIT -- 6.2%
Brown Brothers, 0.030% (a)
(Cost $2,069) (000) $ 2,069 $ 2,069
------------
Total Investments -- 100.9%
(Cost $34,607) (000) $ 33,532
============
As of September 30, 2011, all of the Fund's investments were considered Level 1
except for the Time Deposit which was Level 2. Please see Note 2 in the Notes to
Financial Statements for further information regarding fair value measurements.
Percentages are based on Net Assets of $33,245 (000).
* Non-income producing security.
** More narrow industries are utilized for compliance purposes, whereas broad
sectors are utilized for reporting purposes.
(a) Rate shown is the simple yield as of September 30, 2011.
ADR -- American Depositary Receipt
Cl -- Class
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
12
RiverPark Small Cap Growth Fund
[RIVERPARK FUNDS LOGO] September 30, 2011
--------------------------------------------------------------------------------
SECTOR WEIGHTING+
[BAR CHART]
Consumer Discretionary 22.2%
Information Technology 21.4%
Health Care 11.7%
Industrials 10.9%
Financials 8.7%
Time Deposit 7.3%
Consumer Staples 6.9%
Energy 5.5%
Telecommunications Services 4.5%
Materials 0.9%
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE (000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
COMMON STOCK -- 95.4%
Consumer Discretionary - 22.9%
Collective Brands* 4,340 $ 56
Dollarama 6,832 237
HSN 2,239 74
Morton's Restaurant Group* 6,043 29
National CineMedia 10,170 148
Rentrak* 11,360 143
Scientific Games, Cl A* 4,957 35
Steiner Leisure* 1,444 59
Vail Resorts 3,116 118
------------
899
------------
Consumer Staples - 7.1%
Darling International* 8,585 108
Diamond Foods 2,158 172
------------
280
------------
Energy - 5.6%
CARBO Ceramics 637 65
Clean Energy Fuels* 6,696 74
GeoResources* 1,901 34
Gevo* 3,544 20
Southern Pacific Resource* 25,000 29
------------
222
------------
Financials - 9.0%
CapLease 18,240 66
Coresite Realty 4,784 69
JMP Group 9,518 55
Nara Bancorp* 9,320 56
Stifel Financial* 1,682 45
Walker & Dunlop* 5,238 61
------------
352
------------
Health Care - 12.0%
Accretive Health* 1,900 40
AMERIGROUP* 1,800 70
athenahealth* 1,472 88
MAKO Surgical* 4,820 165
Volcano* 3,709 110
------------
473
------------
--------------------------------------------------------------------------------
DESCRIPTION SHARES/FACE AMOUNT (000) VALUE (000)
--------------------------------------------------------------------------------
Industrials - 11.3%
Clean Harbors* 1,268 $ 65
CoStar Group* 1,187 62
ESCO Technologies 1,871 48
Genesee & Wyoming, Cl A* 2,118 98
Hardinge 4,413 36
Hubbell, Cl B 1,183 59
Polypore International* 1,330 75
------------
443
------------
Information Technology - 22.0%
Imagination Technologies Group* 6,000 39
Lionbridge Technologies* 41,990 103
LivePerson* 6,834 68
LogMeIn* 2,035 67
Sapient 18,600 189
TechTarget* 10,750 62
TiVo* 15,312 143
Travelzoo* 5,960 131
Vocus* 3,769 63
------------
865
------------
Materials - 0.9%
Solutia* 2,857 37
------------
Telecommunication Services - 4.6%
SBA Communications, Cl A* 2,108 73
Vonage Holdings* 41,744 108
------------
181
------------
Total Common Stock
(Cost $4,237) (000) 3,752
------------
TIME DEPOSIT -- 7.5%
Brown Brothers, 0.030% (a)
(Cost $297) (000) $ 297 297
------------
Total Investments -- 102.9%
(Cost $4,534) (000) $ 4,049
============
As of September 30, 2011, all of the Fund's investments were considered Level 1
except for the Time Deposit which was 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 $3,935 (000).
* Non-income producing security.
(a) Rate shown is the simple yield as of September 30, 2011.
Cl -- Class
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
13
RiverPark Short Term High Yield Fund
[RIVERPARK FUNDS LOGO] September 30, 2011
--------------------------------------------------------------------------------
SECTOR WEIGHTING+
[BAR CHART]
Corporate Obligations 81.4%
Convertible Bonds 9.1%
Preferred Stock 7.2%
Bank Loan Obligations 2.3%
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
FACE AMOUNT
DESCRIPTION (000) VALUE (000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
CORPORATE OBLIGATIONS -- 77.5%
Consumer Discretionary - 9.0%
Carrols
9.000%, 01/15/13 $ 270 $ 270
Charter Communications Operating
8.000%, 04/30/12 (a) 880 898
Collective Brands
8.250%, 08/01/13 216 216
Nielsen Finance
11.625%, 02/01/14 750 855
------------
2,239
------------
Energy - 12.6%
Chesapeake Energy
7.625%, 07/15/13 750 790
Forest Oil
8.500%, 02/15/14 500 531
OPTI Canada
9.000%, 12/15/12 (a) 700 714
Petrohawk Energy
10.500%, 08/01/14 990 1,116
------------
3,151
------------
Financials - 4.2%
CIT Group
7.000%, 05/01/14 334 340
Washington Mutual
0.000%, 08/24/09 (c) 700 700
------------
1,040
------------
Health Care - 5.9%
Elan Finance
8.875%, 12/01/13 1,425 1,475
------------
Industrials - 34.3%
Chart Industries
9.125%, 10/15/15 1,467 1,512
Continental Airlines
6.563%, 02/15/12 150 148
Continental Airlines Pass-Through Trust
6.940%, 10/15/13 214 218
--------------------------------------------------------------------------------
FACE AMOUNT
DESCRIPTION (000)/SHARES VALUE (000)
--------------------------------------------------------------------------------
Delta Air Lines Pass-Through Trust
7.779%, 01/02/12 $ 270 $ 271
6.417%, 07/02/12 600 605
DigitalGlobe
10.500%, 05/01/14 1,009 1,120
Diversey
8.250%, 11/15/19 775 928
JB Poindexter
8.750%, 03/15/14 500 497
Lockheed Martin
4.121%, 03/14/13 1,775 1,866
Pregis
12.375%, 10/15/13 170 156
SGS International
12.000%, 12/15/13 525 526
Stewart & Stevenson
10.000%, 07/15/14 200 201
United Air Lines
12.750%, 07/15/12 491 513
------------
8,561
------------
Information Technology - 1.2%
Alion Science and Technology
12.000%, 11/01/14 122 108
Unisys
8.000%, 10/15/12 195 201
------------
309
------------
Telecommunication Services - 6.8%
Global Crossing
12.000%, 09/15/15 500 569
Qwest
8.875%, 03/15/12 400 415
Qwest Communications International
7.500%, 02/15/14 700 701
------------
1,685
------------
Utilities - 3.5%
NRG Energy
7.375%, 01/15/17 850 881
------------
Total Corporate Obligations
(Cost $19,506) (000) 19,341
------------
PREFERRED STOCK -- 6.8%
HJ Heinz Finance
8.000%, 07/15/13 (a) 5 536
Las Vegas Sands, 10.000% 10,500 1,174
------------
Total Preferred Stock
(Cost $1,702) (000) 1,710
------------
CONVERTIBLE BONDS -- 8.7%
Icahn Enterprises LP
4.000%, 08/15/13 (d) 700 650
4.000%, 08/15/13 (a) (d) 250 232
--------------------------------------------------------------------------------
14
RiverPark Short Term High Yield Fund
[RIVERPARK FUNDS LOGO] September 30, 2011
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FACE AMOUNT
DESCRIPTION (000) VALUE (000)
--------------------------------------------------------------------------------
NRFC NNN Holdings
11.500%, 06/15/13 (a) $ 250 $ 259
Quicksilver Resources
1.875%, 11/01/24 1,028 1,023
------------
Total Convertible Bonds
(Cost $2,214) (000) 2,164
------------
BANK LOAN OBLIGATIONS -- 2.2%
Point Blank Funding
14.500%, 11/11/12 (b) 300 295
Terrestar Networks
0.000%, 02/05/13 (b) (e) 225 30
Wilton Industries
3.510%, 07/31/14 241 223
------------
Total Bank Loan Obligations
(Cost $527) (000) 548
------------
Total Investments -- 95.2%
(Cost $23,949) (000) $ 23,763
============
The following is a summary of the inputs used as of September 30, 2011 in
valuing the Fund's investments carried at value:
INVESTMENTS IN
SECURITIES LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
--------------------------------------------------------------------------------
Corporate Obligations
Consumer
Discretionary $ -- $ 2,239 $ -- $ 2,239
Energy -- 3,151 -- 3,151
Financials -- 1,040 -- 1,040
Health Care -- 1,475 -- 1,475
Industrials -- 8,561 -- 8,561
Information Technology -- 309 -- 309
Telecommunication
Services -- 1,685 -- 1,685
Utilities -- 881 -- 881
-------------------------------------
-- 19,341 -- 19,341
-------------------------------------
Preferred Stock -- 1,710 -- 1,710
Convertible Bond -- 2,164 -- 2,164
Bank Loan
Obligations -- 223 325 548
-------------------------------------
Total Investments
in Securities $ -- $23,438 $ 325 $23,763
=====================================
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
---------------
Beginning balance as of October 1, 2010 $ --
Accrued discounts/premiums --
Realized gain/(loss) --
Change in unrealized appreciation/(depreciation) 25
Net purchases 300
Net sales --
Transfer into Level 3 --
Transfer out of Level 3 --
---------------
Ending balance as of September 30, 2011 $ 325
===============
Please see Note 2 in Notes to Financial Statements for further information
regarding fair value measurements.
Percentages are based on Net Assets of $24,966 (000).
(a) 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.
(b) Security is fair valued using methods determined in good faith by the Fair
Value Committee of the Board of Trustees. The total value of such
securities as of September 30, 2011, was $325 (000) and represented 1.3%
of net assets.
(c) Security in default on interest and principal payments.
(d) Variable rate security - Rate disclosed is the rate in effect on September
30, 2011.
(e) Unsettled bank loan.
LP -- Limited Partnership
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
15
RiverPark/Gravity Long-Biased Fund
[RIVERPARK FUNDS LOGO] September 30, 2011
--------------------------------------------------------------------------------
SECTOR WEIGHTING+
[BAR CHART]
Time Deposit 41.0%
Information Technology 12.6%
Consumer Staples 12.0%
Energy 11.7%
Consumer Discretionary 7.9%
Industrials 5.7%
Exchange-Traded Funds 4.4%
Health Care 2.5%
Financials 2.2%
+ Percentages are based on total investments. Excludes securities sold
short.
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE (000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
COMMON STOCK -- 49.7%
Consumer Discretionary - 7.2%
Amerigon* 10,060 $ 129
Gildan Activewear 2,450 63
Hyatt Hotels, Cl A* 2,657 83
Washington Post, Cl B 233 76
Wolters Kluwer* (b) 416 7
Wolters Kluwer (b) 677 11
------------
369
------------
Consumer Staples - 10.9%
Coca-Cola 1,250 84
Lorillard 803 89
Molson Coors Brewing, Cl B 2,371 94
Wal-Mart Stores 5,595 291
------------
558
------------
Energy - 10.6%
BP ADR 2,942 106
Exxon Mobil 1,205 88
Ultra Petroleum* 9,875 273
Williams 3,125 76
------------
543
------------
Financials - 2.0%
Berkshire Hathaway, Cl B* 1,431 102
------------
Health Care - 2.3%
Amgen 2,130 117
------------
Industrials - 5.2%
Iron Mountain 8,453 267
------------
Information Technology - 11.5%
Dell* 7,669 109
Hewlett-Packard 2,540 57
Yahoo!* 31,840 419
------------
585
------------
Total Common Stock
(Cost $2,852) (000) 2,541
------------
--------------------------------------------------------------------------------
DESCRIPTION SHARES/FACE AMOUNT (000) VALUE (000)
--------------------------------------------------------------------------------
EXCHANGE TRADED FUNDS -- 4.0%
ProShares Short Russell 2000 385 $ 14
ProShares UltraShort MSCI Europe 1,932 118
ProShares UltraShort Real Estate 4,055 71
------------
Total Exchange-Traded Funds
(Cost $194) (000) 203
------------
TIME DEPOSIT -- 37.3%
Brown Brothers, 0.030% (a)
(Cost $1,905) (000) $ 1,905 1,905
------------
Total Investments -- 91.0%
(Cost $4,951) (000) $ 4,649
============
SCHEDULE OF SECURITIES SOLD SHORT
EXCHANGE TRADED FUNDS -- (9.0)%
Energy Select Sector SPDR Fund 1,650 97
Financial Select Sector SPDR Fund 10,265 121
Industrial Select Sector SPDR Fund 1,800 53
Materials Select Sector SPDR Fund 1,500 44
SPDR S&P 500 ETF Trust 1,300 147
------------
Total Exchange-Traded Funds
(Proceeds $562) (000) 462
------------
COMMON STOCK -- (4.0)%
Financials - (1.9)%
Bank of America 7,000 43
Wells Fargo 2,250 54
------------
97
------------
Industrials - (2.1)%
General Electric 7,130 109
------------
Total Common Stock
(Proceeds $267) (000) 206
------------
Total Securities Sold Short -- (13.0)%
(Proceeds $829) (000) $ 668
============
--------------------------------------------------------------------------------
16
RiverPark/Gravity Long-Biased Fund
[RIVERPARK FUNDS LOGO] September 30, 2011
--------------------------------------------------------------------------------
The following is a summary of the inputs used as of September 30, 2011 in
valuing the Fund's investments carried at value:
ASSETS: LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
--------------------------------------------------------------------------------
Common Stock
Consumer
Discretionary $ 362 $ 7 $ -- $ 369
Consumer Staples 558 -- -- 558
Energy 543 -- -- 543
Financials 102 -- -- 102
Health Care 117 -- -- 117
Industrials 267 -- -- 267
Information
Technology 585 -- -- 585
-------------------------------------
2,534 7 -- 2,541
Exchange-Traded
Funds 203 -- -- 203
Time Deposit -- 1,905 -- 1,905
-------------------------------------
Total $ 2,737 $ 1,912 $ -- $ 4,649
=====================================
LIABILITIES: LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
--------------------------------------------------------------------------------
Common Stock $ (206) $ -- $ -- $ (206)
Exchange-Traded
Funds (462) -- -- (462)
--------------------------------------
Total $ (668) $ -- $ -- $ (668)
======================================
Please see Note 2 in Notes to Financial Statements for further information
regarding fair value measurements.
Percentages are based on Net Assets of $5,107 (000).
* Non-income producing security.
(a) Rate shown is the simple yield as of September 30, 2011.
(b) Securities incorporated in the same country but trading in different
markets.
ADR -- American Depositary Receipt
ETF -- Exchange Traded Fund
Cl -- Class
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.
--------------------------------------------------------------------------------
17
STATEMENTS OF ASSETS AND LIABILITIES (000)
September 30, 2011 [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) $ 2,967 $ 33,532 $ 4,049 $ 23,763 $ 4,649
Deposits with Brokers for Securities Sold Short -- -- -- -- 1,138
Receivable for Investment Securities Sold 43 -- 44 1,714 --
Receivable Due from Adviser (Note 3) 17 11 17 15 16
Other Prepaid Expenses 12 13 13 13 13
Receivable for Dividend and Interest Income 1 -- 2 447 3
Receivable for Capital Shares Sold -- 326 -- 191 --
------------ ----------- ----------- --------------- ----------------
Total Assets 3,040 33,882 4,125 26,143 5,819
------------ ----------- ----------- --------------- ----------------
LIABILITIES:
Payable for Investment Securities Purchased 103 579 149 500 --
Securities Sold Short, at Value (Note 2) -- -- -- -- 668
Income Distribution Payable -- -- -- 2 --
Payable for Capital Shares Redeemed -- -- -- 7 --
Dividends Payable on Securities Sold Short -- -- -- -- 2
Payable Due to Administrator 6 6 6 6 6
Payable Due to Adviser (Note 3) 2 17 3 13 4
Payable Due to Trustee 2 2 2 2 2
Chief Compliance Officer Fees Payable 2 2 2 1 2
Payable Due to Shareholder Servicing (Note 3) -- -- -- 2 --
Payable Due to Custodian -- -- -- 608 --
Other Accrued Expenses 27 31 28 36 28
------------ ----------- ----------- --------------- ----------------
Total Liabilities 142 637 190 1,177 712
------------ ----------- ----------- --------------- ----------------
NET ASSETS $ 2,898 $ 33,245 $ 3,935 $ 24,966 $ 5,107
============ =========== =========== =============== ================
NET ASSETS CONSIST OF:
Paid-in Capital $ 3,043 $ 34,602 $ 4,445 $ 25,255 $ 5,254
Undistributed Net Investment Income 4 -- -- -- 1
Accumulated Net Realized Loss on Investments and
Securities Sold Short (12) (282) (25) (103) (7)
Net Unrealized Depreciation on Investments and
Securities Sold Short (137) (1,075) (485) (186) (141)
------------ ----------- ----------- --------------- ----------------
NET ASSETS $ 2,898 $ 33,245 $ 3,935 $ 24,966 $ 5,107
============ =========== =========== =============== ================
Investment in Securities, at Cost $ 3,104 $ 34,607 $ 4,534 $ 23,949 $ 4,951
Securities Sold Short, Proceeds -- -- -- -- 829
Net Assets -- Institutional Class Shares (1) $ 2,666,593 $33,004,395 $ 3,242,810 $ 18,883,419 $ 4,405,500
============ =========== =========== =============== ================
Net Assets -- Retail Class Shares(1) $ 231,479 $ 241,028 $ 692,135 $ 6,082,634 $ 701,393
============ =========== =========== =============== ================
INSTITUTIONAL CLASS SHARES:
Outstanding Shares of Beneficial Interest(1)
(Unlimited Authorization -- No Par Value) 264,259 3,198,435 337,583 1,910,709 446,440
============ =========== =========== =============== ================
RETAIL CLASS SHARES:
Outstanding Shares of Beneficial Interest(1)
(Unlimited Authorization -- No Par Value) 22,987 23,409 72,219 615,850 71,287
============ =========== =========== =============== ================
INSTITUTIONAL CLASS SHARES:
Net Asset Value, Offering and Redemption
Price Per Share -- Institutional Class Shares $ 10.09 $ 10.32 $ 9.61 $ 9.88 $ 9.87
============ =========== =========== =============== ================
RETAIL CLASS SHARES:
Net Asset Value, Offering and Redemption
Price Per Share -- Retail Class Shares $ 10.07 $ 10.30 $ 9.58 $ 9.88 $ 9.84
============ =========== =========== =============== ================
(1) Shares and Net Assets have not been rounded.
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.
--------------------------------------------------------------------------------
18
STATEMENTS OF OPERATIONS (000)
For the Year Ended
September 30, 2011 [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 $ 20 $ 38 $ 18 $ 93 $ 50
Interest -- -- -- 743 --
Foreign taxes withheld -- (1) -- -- --
------------ ----------- ----------- --------------- ----------------
Total Investment Income 20 37 18 836 50
------------ ----------- ----------- --------------- ----------------
EXPENSES:
Administrator fees (Note 3) 51 52 51 55 51
Investment Advisory Fees (Note 3) 14 58 29 98 41
Chief Compliance Officer Fees (Note 3) 10 10 10 10 10
Trustees' Fees (Note 3) 7 8 8 9 8
Shareholder Service Fees(1) (Note 3) -- -- 1 5 1
Offering costs 37 37 37 37 37
Professional Fees 27 27 27 27 27
Transfer Agent Fees 24 27 25 35 25
Printing Fees 8 8 8 9 8
Registration Fees 8 11 8 11 9
Custodian Fees 2 1 2 3 1
Dividend Expense -- -- -- -- 8
Insurance and Other Fees 16 15 16 22 15
------------ ----------- ----------- --------------- ----------------
Total Expenses 204 254 222 321 241
------------ ----------- ----------- --------------- ----------------
Fees Waived by Adviser (Note 3) (14) (58) (29) (98) (41)
Reimbursements by Adviser (167) (106) (152) (67) (133)
------------ ----------- ----------- --------------- ----------------
Net Expenses 23 90 41 156 67
------------ ----------- ----------- --------------- ----------------
Net Investment Income (Loss) (3) (53) (23) 680 (17)
------------ ----------- ----------- --------------- ----------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND SECURITIES SOLD SHORT:
Net Realized Loss From:
Investments (12) (281) (9) (84) (1)
Securities Sold Short -- -- -- -- (13)
Net Change in Unrealized Appreciation
(Depreciation) on:
Investments (137) (1,075) (485) (186) (302)
Securities Sold Short -- -- -- -- 161
------------ ----------- ----------- --------------- ----------------
Net Realized and Unrealized Loss on
Investments and Securities Sold Short (149) (1,356) (494) (270) (155)
------------ ----------- ----------- --------------- ----------------
Net Increase (Decrease) in Net Assets
Resulting from Operations $ (152) $ (1,409) $ (517) $ 410 $ (172)
============ =========== =========== =============== ================
(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.
--------------------------------------------------------------------------------
19
STATEMENTS OF CHANGES IN NET ASSETS (000)
For the Year Ended
September 30, 2011 [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) $ (3) $ (53) $ (23) $ 680 $ (17)
Net Realized Loss from Investments and
Securities Sold Short (12) (281) (9) (84) (14)
Net Change in Unrealized Depreciation of
Investments and Securities Sold Short (137) (1,075) (485) (186) (141)
------------ ----------- ----------- --------------- ----------------
Net Increase (Decrease) in Net Assets Resulting
from Operations (152) (1,409) (517) 410 (172)
------------ ----------- ----------- --------------- ----------------
Distributions to Shareholders From:
Net Investment Income:
Institutional Class Shares -- (1) -- (602) --
Retail Class Shares -- -- -- (97) --
Return of Capital:
Institutional Class Shares (8) (5) (4) -- (2)
Retail Class Shares (1) -- -- -- --
------------ ----------- ----------- --------------- ----------------
Total Distributions to Shareholders (9) (6) (4) (699) (2)
------------ ----------- ----------- --------------- ----------------
CAPITAL SHARE TRANSACTIONS:
Institutional Class Shares
Shares Issued 2,800 34,643 3,625 16,668 4,832
Shares Issued in Connection with In-Kind
Contribution (see Note 5) -- -- -- 2,726 568
Shares Issued as Reinvestment of Distributions 8 6 4 601 2
Shares Redeemed -- (251) -- (890) (865)
------------ ----------- ----------- --------------- ----------------
Net Increase in Net Assets from Institutional
Class Shares Transactions 2,808 34,398 3,629 19,105 4,537
------------ ----------- ----------- --------------- ----------------
Retail Class Shares
Shares Issued 234 246 807 7,255 840
Shares Issued as Reinvestment of Distributions 1 -- -- 85 --
Shares Redeemed (4) (4) -- (1,210) (116)
------------ ----------- ----------- --------------- ----------------
Net Increase in Net Assets from
Retail Class Shares Transactions 231 242 807 6,130 724
------------ ----------- ----------- --------------- ----------------
Net Increase in Net Assets from
Capital Share Transactions 3,039 34,640 4,436 25,235 5,261
------------ ----------- ----------- --------------- ----------------
Net Increase in Net Assets 2,878 33,225 3,915 24,946 5,087
NET ASSETS:
Beginning of year 20 20 20 20 20
------------ ----------- ----------- --------------- ----------------
End of year $ 2,898 $ 33,245 $ 3,935 $ 24,966 $ 5,107
============ =========== =========== =============== ================
Undistributed Net Investment Income $ 4 $ -- $ -- $ -- $ 1
============ =========== =========== =============== ================
SHARES ISSUED AND REDEEMED:
Institutional Class Shares
Shares Issued 262 3,219 337 1,666 473
Shares Issued in Connection with In-Kind
Contribution (see Note 5) -- -- -- 273 57
Shares Issued as Reinvestment of Distributions 1 1 -- 60 --
Shares Redeemed -- (23) -- (89) (85)
------------ ----------- ----------- --------------- ----------------
Net Increase in Institutional Class Shares 263 3,197 337 1,910 445
------------ ----------- ----------- --------------- ----------------
Retail Class Shares
Shares Issued 22 22 71 727 81
Shares Issued as Reinvestment of Distributions -- -- -- 9 --
Shares Redeemed -- -- -- (121) (11)
------------ ----------- ----------- --------------- ----------------
Net Increase in Retail Class Shares 22 22 71 615 70
------------ ----------- ----------- --------------- ----------------
Net Increase in Share Transactions 285 3,219 408 2,525 515
============ =========== =========== =============== ================
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.
--------------------------------------------------------------------------------
20
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
[This page intentionally left blank.]
--------------------------------------------------------------------------------
21
FINANCIAL HIGHLIGHTS
For a Share Outstanding Throughout Each Period
For the Year Ended September 30, 2011
--------------------------------------------------------------------------------
REALIZED AND
NET ASSET NET UNREALIZED TOTAL DIVIDENDS
VALUE, INVESTMENT GAINS FROM FROM NET DISTRIBUTIONS
BEGINNING INCOME (LOSSES) ON INVESTMENT INVESTMENT FROM RETURN TOTAL
OF PERIOD (LOSS)(1) INVESTMENTS OPERATIONS INCOME OF CAPITAL DISTRIBUTIONS
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK LARGE GROWTH FUND
INSTITUTIONAL CLASS SHARES
2011 $ 10.00 $ (0.01) $ 0.16(4) $ 0.15 $ -- $ (0.06) $ (0.06)
RETAIL CLASS SHARES
2011 $ 10.00 $ (0.04) $ 0.16(4) $ 0.12 $ -- $ (0.05) $ (0.05)
RIVERPARK/WEDGEWOOD FUND
INSTITUTIONAL CLASS SHARES
2011 $ 10.00 $ (0.06) $ 0.40(4) $ 0.34 $ --(3) $ (0.02) $ (0.02)
RETAIL CLASS SHARES
2011 $ 10.00 $ (0.09) $ 0.40(4) $ 0.31 $ -- $ (0.01) $ (0.01)
RIVERPARK SMALL CAP GROWTH FUND
INSTITUTIONAL CLASS SHARES
2011 $ 10.00 $ (0.08) $ (0.29) $ (0.37) $ -- $ (0.02) $ (0.02)
RETAIL CLASS SHARES
2011 $ 10.00 $ (0.10) $ (0.30) $ (0.40) $ -- $ (0.02) $ (0.02)
RIVERPARK SHORT TERM HIGH YIELD FUND
INSTITUTIONAL CLASS SHARES
2011 $ 10.00 $ 0.47 $ (0.15) $ 0.32 $ (0.44) $ -- $ (0.44)
RETAIL CLASS SHARES
2011 $ 10.00 $ 0.43 $ (0.13) $ 0.30 $ (0.42) $ -- $ (0.42)
RIVERPARK/GRAVITY LONG-BIASED FUND
INSTITUTIONAL CLASS SHARES
2011 $ 10.00 $ (0.04) $ (0.08) $ (0.12) $ -- $ (0.01) $ (0.01)
RETAIL CLASS SHARES
2011 $ 10.00 $ (0.06) $ (0.09) $ (0.15) $ -- $ (0.01) $ (0.01)
+ 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) Per share data was calculated using average shares for the period.
(2) Dividend expense totaled 0.18% of average net assets for the year ended
September 30, 2011.
(3) Amount represents less than $0.01 per share.
(4) Realized and unrealized gains and losses per share in this caption are
balancing amounts necessary to reconcile the change in net asset value per
share for the period, and may not reconcile with the aggregate gains and
losses in the Statement of Operations due to share transactions for the
period.
The accompanying notes are an integral part of the financial statements.
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22
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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 $ 10.09 1.44% $ 2,667 1.00%
RETAIL CLASS SHARES
2011 $ 10.07 1.19% $ 231 1.25%
RIVERPARK/WEDGEWOOD FUND
INSTITUTIONAL CLASS SHARES
2011 $ 10.32 3.37% $ 33,004 1.00%
RETAIL CLASS SHARES
2011 $ 10.30 3.12% $ 241 1.25%
RIVERPARK SMALL CAP GROWTH FUND
INSTITUTIONAL CLASS SHARES
2011 $ 9.61 (3.71)% $ 3,243 1.25%
RETAIL CLASS SHARES
2011 $ 9.58 (4.06)% $ 692 1.50%
RIVERPARK SHORT TERM HIGH YIELD FUND
INSTITUTIONAL CLASS SHARES
2011 $ 9.88 3.27% $ 18,883 1.00%
RETAIL CLASS SHARES
2011 $ 9.88 3.06% $ 6,083 1.25%
RIVERPARK/GRAVITY LONG-BIASED FUND
INSTITUTIONAL CLASS SHARES
2011 $ 9.87 (1.24)% $ 4,406 1.25%(2)
RETAIL CLASS SHARES
2011 $ 9.84 (1.55)% $ 701 1.50%(2)
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
-----------------------------------------------------------------------------------------------------------
RIVERPARK LARGE GROWTH FUND
INSTITUTIONAL CLASS SHARES
2011 1.00% 9.08% (0.10)% 73%
RETAIL CLASS SHARES
2011 1.25% 9.76% (0.32)% 73%
RIVERPARK/WEDGEWOOD FUND
INSTITUTIONAL CLASS SHARES
2011 1.00% 2.83% (0.59)% 48%
RETAIL CLASS SHARES
2011 1.25% 3.71% (0.78)% 48%
RIVERPARK SMALL CAP GROWTH FUND
INSTITUTIONAL CLASS SHARES
2011 1.25% 6.93% (0.69)% 92%
RETAIL CLASS SHARES
2011 1.50% 6.99% (0.88)% 92%
RIVERPARK SHORT TERM HIGH YIELD FUND
INSTITUTIONAL CLASS SHARES
2011 1.00% 2.12% 4.69% 454%
RETAIL CLASS SHARES
2011 1.25% 2.18% 4.28% 454%
RIVERPARK/GRAVITY LONG-BIASED FUND
INSTITUTIONAL CLASS SHARES
2011 1.43%(2) 5.24%(2) (0.35)% 49%
RETAIL CLASS SHARES
2011 1.68%(2) 5.22%(2) (0.62)% 49%
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23
NOTES TO FINANCIAL STATEMENTS
September 30, 2011
--------------------------------------------------------------------------------
1. ORGANIZATION
RiverPark Funds Trust (the "Trust"), was formed on June 22, 2010 as an open-end
registered management investment company under the Investment Act of 1940 and is
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. Each class differs as to ongoing fees.
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
("U.S. GAAP") for investment companies.
USE OF ESTIMATES -- The preparation of financial statements in conformity with
U.S. 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 -- 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 for the New York Stock Exchange ("NYSE"). 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
("the Board") which include fundamental analytical data relating to the
investment in the security cost at date of purchase, along with several other
methods adopted by the Board.
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 for the NYSE. In addition, European or Far Eastern securities trading
generally or in a particular country or countries may not take place on all
business days for the NYSE. Furthermore, trading takes place in various foreign
markets on days which are not business
--------------------------------------------------------------------------------
24
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days for the NYSE 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 U.S. 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 year ended September 30, 2011, there were no transfers between Level 1
and Level 2 assets and liabilities or between Level 2 and Level 3 assets and
liabilities. It is the Funds' policy to recognize transfers into and out of
Levels at the end of the reporting period.
For the year ended September 30, 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
--------------------------------------------------------------------------------
25
NOTES TO FINANCIAL STATEMENTS
September 30, 2011 (CONTINUED)
--------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
may be more or less than the price at which the security was sold by the Fund.
Until the security is replaced, 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 were amortized over the
first 12 months of operations. As of September 30, 2011 all offering costs were
fully amortized.
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.
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.
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.
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
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26
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income tax to the extent it distributes substantially all of its net investment
income and net capital gains to its shareholders.
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. The Funds did not
record any tax provision in the current period. However, management's
conclusions regarding tax positions taken may be subject to review and
adjustment at a later date based on factors including, but not limited to,
examination by tax authorities (i.e., the last 3 tax year ends, as applicable),
on-going analysis of and changes to tax laws, regulations and interpretations
thereof.
As of and during the year ended September 30, 2011, the Funds did not have a tax
liability for any unrecognized tax benefits. The Funds recognize interest and
penalties, if any, related to unrecognized tax benefits as income tax expense in
the Statements of Operations. During the period the Funds did not incur any
significant interest or penalties.
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 securities
sold short 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
September 30, 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 $181,119,
$164,648, $180,539, $165,145 and $174,283, respectively, each of which expires
September 30, 2014.
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27
NOTES TO FINANCIAL STATEMENTS
September 30, 2011 (CONTINUED)
--------------------------------------------------------------------------------
3. AGREEMENTS (CONTINUED)
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.
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 their 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 short sales and
short-term securities for the year ended September 30, 2011, were as follows:
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28
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PROCEEDS FROM
FUND PURCHASES (000) SALES (000)
---- --------------- -------------
RiverPark Large Growth Fund $ 4,598 $ 1,633
RiverPark/Wedgewood Fund 37,597 4,779
RiverPark Small Cap Growth Fund 7,083 2,837
RiverPark Short Term High Yield Fund 66,061 45,617
RiverPark/Gravity Long-Biased Fund 3,343 1,113
There were no purchases or sales of U.S. Goverment securities for the year ended
September 30, 2011.
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 amount and character of income and capital gain distributions to be paid, if
any, are determined in accordance with Federal income tax regulations, which may
differ from U.S. GAAP. As a result, net investment income (loss) and net
realized gain/(loss) on investment transactions for a reporting period may
differ significantly from distributions during the year. The book/tax
differences may be temporary or permanent. To the extent these differences are
permanent in nature, they are charged or credited to undistributed net
investment income (loss), accumulated net realized gain (loss) or paid-in
capital as appropriate, in the period that the difference arises.
Accordingly the following permanent differences are primarily attributable to
distribution reclassification, return of capital, net operating losses, Master
Limited Partnership dividend income reclasses, losses on paydowns, basis
adjustments for investment in Master Limited Partnership and REIT adjustments
which have been classified to/from the following components of net assets (000):
UNDISTRIBUTED ACCUMULATED
NET INVESTMENT NET REALIZED
FUND INCOME (LOSS) GAIN (LOSS) PAID-IN CAPITAL
---- -------------- ------------ ---------------
RiverPark Large Growth Fund $ 16 $ -- $ (16)
RiverPark/Wedgewood Fund 59 (1) (58)
RiverPark Small Cap Growth Fund 27 (16) (11)
RiverPark Short Term High Yield Fund 19 (19) --
RiverPark/Gravity Long-Biased Fund 20 7 (27)
These reclassifications have no impact on net assets or net asset value per
share.
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29
NOTES TO FINANCIAL STATEMENTS
September 30, 2011 (CONTINUED)
--------------------------------------------------------------------------------
6. FEDERAL TAX INFORMATION (CONTINUED)
The tax character of dividends and distributions paid during the year ended
September 30, 2011 was as follows (000):
ORDINARY LONG-TERM RETURN OF
FUND INCOME CAPITAL GAINS CAPITAL TOTAL
---- -------- ------------- --------- ------
RiverPark Large Growth Fund $ -- $ -- $ 9 $ 9
RiverPark/Wedgewood Fund 1 -- 5 6
RiverPark Small Cap Growth Fund -- -- 4 4
RiverPark Short Term High Yield Fund 699 -- -- 699
RiverPark/Gravity Long-Biased Fund -- -- 2 2
As of September 30, 2011, the components of distributable earnings/(accumulated
losses) on a tax basis were as follows:
TOTAL
DISTRIBUTABLE
UNDISTRIBUTED UNREALIZED OTHER EARNINGS
ORDINARY CAPITAL LOSS POST-OCTOBER APPRECIATION TEMPORARY (ACCUMULATED
INCOME CARRYFORWARDS LOSSES (DEPRECIATION) DIFFERENCES LOSSES)
------------- ------------- ------------ -------------- ----------- -------------
RiverPark Large
Growth Fund $ -- $ -- $ (2) $ (143) $ -- $ (145)
RiverPark/Wedgewood
Fund -- -- (274) (1,083) -- (1,357)
RiverPark Small Cap
Growth Fund -- -- -- (510) -- (510)
RiverPark Short Term
High Yield Fund 3 (1) (98) (190) (3) (289)
RiverPark/Gravity Long-Biased
Fund -- (1) (5) (150) 9 (147)
Post-October losses represent losses realized on investment transactions from
November 1, 2010 through September 30, 2011 that, in accordance with Federal
income tax regulations, the Funds may elect to defer and treat as having arisen
in the following fiscal year.
For Federal income tax purposes, capital loss carryforwards represent realized
losses that a Fund may carry forward for a maximum period of eight years and
apply against future capital gains. At September 30, 2011 the breakdown of
capital loss carryforwards was as follows (000):
TOTAL CAPITAL LOSS
CARRYFORWARDS
FUND EXPIRES 2019 09/30/11
------------ ------------------
RiverPark Short Term High Yield Fund $ 1 $ 1
RiverPark/Gravity Long-Biased Fund 1 1
Under the recently enacted Regulated Investment Company Modernization Act of
2010, Funds will be permitted to carry forward capital losses incurred in
taxable years beginning after December 22, 2010 for an unlimited period.
However, any losses incurred during those future taxable years will be required
to be utilized prior to the losses incurred in pre-enactment taxable years. As a
result of this ordering rule, preenactment capital loss
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30
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carryforwards may be more likely to expire unused. Additionally, post-enactment
capital losses that are carried forward will retain their character as either
short-term or long-term capital losses rather than being considered all
short-term as under previous law.
For federal income tax purposes, the cost of securities owned at September 30,
2011, and the net realized gains or losses on securities sold for the period,
were different from amounts reported for financial reporting purposes, primarily
due to wash sales which cannot be used for federal income tax purposes in the
current year and have been deferred for use in future years. The federal tax
cost and aggregate gross unrealized appreciation and depreciation on investments
held by the Funds, excluding securities sold short, at September 30, 2011, were
as follows (000):
FEDERAL AGGREGATE GROSS AGGREGATE GROSS NET
TAX UNREALIZED UNREALIZED UNREALIZED
FUND COST APPRECIATION DEPRECIATION DEPRECIATION
---- -------- --------------- --------------- ------------
RiverPark Large Growth Fund $ 3,110 $ 117 $ (260) $ (143)
RiverPark/Wedgewood Fund 34,615 547 (1,630) (1,083)
RiverPark Small Cap Growth Fund 4,559 218 (728) (510)
RiverPark Short Term High Yield Fund 23,953 46 (236) (190)
RiverPark/Gravity Long-Biased Fund 4,952 115 (418) (303)
7. OTHER
On September 30, 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
Institutional Class Shares 95%
Retail Class Shares 95%
RIVERPARK/WEDGEWOOD FUND
Institutional Class Shares 67%
Retail Class Shares 73%
RIVERPARK SMALL CAP GROWTH FUND
Institutional Class Shares 92%
Retail Class Shares 96%
RIVERPARK SHORT TERM HIGH YIELD FUND
Institutional Class Shares 74%
Retail Class Shares 68%
RIVERPARK/GRAVITY LONG-BIASED FUND
Institutional Class Shares 99%
Retail Class Shares 83%
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.
--------------------------------------------------------------------------------
31
NOTES TO FINANCIAL STATEMENTS
September 30, 2011 (CONTINUED) [RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
8. RECENT ACCOUNTING PRONOUNCEMENT
In May 2011, the FASB issued ASU No. 2011-04 "Amendments to Achieve Common Fair
Value Measurement and Disclosure Requirements in U.S. GAAP and International
Financial Reporting Standards ("IFRS")". ASU 2011-04 includes common
requirements for measurement of and disclosure about fair value between U.S.
GAAP and IFRS. ASU 2011-04 will require reporting entities to disclose the
following information for fair value measurements categorized within Level 3 of
the fair value hierarchy: quantitative information about the unobservable inputs
used in the fair value measurement, the valuation processes used by the
reporting entity, and a narrative description of the sensitivity of the fair
value measurement to changes in unobservable inputs and the interrelationships
between those unobservable inputs. In addition, ASU 2011-04 will require
reporting entities to make disclosures about amounts and reasons for all
transfers in and out of Level 1 and Level 2 fair value measurements. The new and
revised disclosures are effective for interim and annual reporting periods
beginning after December 15, 2011. At this time, management is evaluating the
implications of ASU 2011-04 and its impact on the financial statements.
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. During a Special Meeting of the Board of Trustees ("Board") of RiverPark
Funds Trust held on October 13, 2011, the Board determined that it was in the
best interests of the RiverPark/Gravity Long-Biased and its shareholders to
close the RiverPark/Gravity Long-Biased Fund. The RiverPark/Gravity Long-Biased
Fund liquidated its portfolio and distributed its net assets to shareholders on
October 21, 2011.
--------------------------------------------------------------------------------
32
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------
To the Shareholders and Board of Trustees
RiverPark Funds Trust
We have audited the accompanying statements of assets and liabilities, including
the schedules of investments, of RiverPark Funds Trust, comprising RiverPark
Large Growth Fund, RiverPark/Wedgewood Fund, RiverPark Small Cap Growth Fund,
RiverPark Short Term High Yield Fund and RiverPark/Gravity Long-Biased Fund (the
"Funds") and the schedule of securites sold short for the RiverPark/Gravity
Long-Biased Fund as of September 30, 2011, and their related statements of
operations, changes in net assets and the financial highlights for the year then
ended. These financial statements and financial highlights are the
responsibility of Fund management. Our responsibility is to express an opinion
on these financial statements and financial highlights based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of September 30, 2011 by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
RiverPark Funds Trust as of September 30, 2011, the results of their operations
for the year then ended, the changes in their net assets and the financial
highlights for year then ended, in conformity with accounting principles
generally accepted in the United States of America.
As discussed in Note 9 to the financial statements, the Board of Trustees of the
RiverPark Funds Trust approved the liquidation of RiverPark/Gravity Long-Biased
Fund on October 13, 2011. As a result, the RiverPark/Gravity Long-Biased Fund
changed its basis of accounting from the going concern basis to the liquidation
basis effective October 13, 2011.
COHEN FUND AUDIT SERVICES, LTD.
Westlake, Ohio
November 28, 2011
--------------------------------------------------------------------------------
33
[RIVERPARK FUNDS LOGO]
-------------------------------------------------------------------------------
TRUSTEES AND OFFICERS OF THE TRUST (UNAUDITED)
Set forth below are the names, addresses, ages, position with the Trust, term of
office and length of time served, the principal occupations for the last five
years, number of portfolios in the Trust overseen by Trustee, and other
directorships outside the Trust of each of the persons currently serving as
Trustees and Officers of the Trust. The Trust's Statement of Additional
Information ("SAI") includes additional information about the trustees and
officers. The SAI may be obtained without charge by calling (888) 564-4517. The
following chart lists Trustees and Officers as of September 30, 2011.
---------------------------------------------------------------------------------------------------------------------------------
NAME, ADDRESS, POSITION(S) HELD TERM OF OFFICE PRINCIPAL NUMBER OF OTHER
AND AGE WITH THE TRUST AND LENGTH OF OCCUPATION(S) PORTFOLIOS IN FUND DIRECTORSHIPS
TIME SERVED DURING PAST FIVE COMPLEX** HELD BY TRUSTEE
YEARS
---------------------------------------------------------------------------------------------------------------------------------
Richard Browne, Independent Indefinite; since President, Rector 5 None
156 West 56th Trustee September 20, Management
Street, 17th Floor, 2010 Corporation
New York, NY (since 1986).
10019
(51)
---------------------------------------------------------------------------------------------------------------------------------
Michael Cohen, Independent Indefinite; since Managing Partner, 5 None
156 West 56th Trustee September 20, Coda Capital
Street, 17th Floor, 2010 Partners
New York, NY (since 1999).
10019
(52)
---------------------------------------------------------------------------------------------------------------------------------
Brian S. Posner, Independent Indefinite; since President, Point 5 Director, Biogen
156 West 56th Trustee September 20, Rider Group LLC Idec (biotechnology
Street, 17th Floor, 2010 (since 2008); Chief company);
New York, NY Executive Officer, Director, Arch
10019 President and co- Capital Group Ltd.;
(50) Chief Investment Director, Anadys
Officer, ClearBridge Pharmaceuticals.
Advisors LLC (2005
to 2008).
---------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
34
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
NAME, ADDRESS, POSITION(S) HELD TERM OF OFFICE PRINCIPAL NUMBER OF OTHER
AND AGE WITH THE TRUST AND LENGTH OF OCCUPATION PORTFOLIOS IN FUND DIRECTORSHIPS
TIME SERVED DURING PAST FIVE COMPLEX** HELD BY TRUSTEE
YEARS
---------------------------------------------------------------------------------------------------------------------------------
Morty Schaja*, Interested Trustee, Indefinite; since Chief Executive 5 None
156 West 56th Street, President and June 22, 2010 Officer and
17th Floor, New York, Chairman of the Managing
NY 10019 Board Partner, RiverPark
(56) Advisors, LLC and
RiverPark Capital
Management LLC
(since 2009); Chief
Executive Officer
and Managing
Partner, RiverPark
Capital LLC (since
2006); President
and Chief Operating
Officer, Baron
Capital Inc. and
Baron Funds (1991
to 2006).
---------------------------------------------------------------------------------------------------------------------------------
Mitch Rubin*, Interested Trustee Indefinite; since Chief Investment 5 None
156 West 56th Street, September 20, Officer and
17th Floor, New York, 2010 Managing
NY 10019 Partner, RiverPark
(45) Advisors, LLC and
RiverPark Capital
Management LLC
(since 2009); Chief
Investment Officer
and Managing
Partner, RiverPark
Capital LLC. (2006
to 2008 and since
2009); Partner,
Ariance Capital
(2008); Portfolio
Manager(1995 to
2006).
---------------------------------------------------------------------------------------------------------------------------------
Paul Genova, Secretary Since September Chief Financial N/A N/A
156 West 56th Street, 20, 2010 Officer, RiverPark
17th Floor, New York, Advisors, LLC and
NY 10019 RiverPark Capital
(34) Management
LLC (since 2009);
Chief Financial
Officer, RiverPark
Capital LLC. (since
2008); Controller,
K Squared Capital
Advisors, LP
(2007 to 2008);
Exis Capital
Management, Inc.
(2003 to 2007).
---------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
35
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
TRUSTEES AND OFFICERS OF THE TRUST (UNAUDITED) (CONTINUED)
---------------------------------------------------------------------------------------------------------------------------------
NAME, ADDRESS, POSITION(S) HELD TERM OF OFFICE AND PRINCIPAL NUMBER OF OTHER
AND AGE WITH THE TRUST LENGTH OF TIME OCCUPATION PORTFOLIOS IN FUND DIRECTORSHIPS HELD
SERVED DURING PAST FIVE COMPLEX** BY TRUSTEE
YEARS
---------------------------------------------------------------------------------------------------------------------------------
Matt Kelly, Vice President Since September Chief Marketing N/A N/A
156 West 56th 20, 2010 Officer and
Street, 17th Floor, Partner, RiverPark
New York, NY Advisors and
10019 RiverPark Capital
(42) Management LLC
(since 2010); Vice
President, Baron
Funds (1997 to
2010).
---------------------------------------------------------------------------------------------------------------------------------
Michael Lawson, Treasurer and Chief Since September Director, SEIGFS N/A N/A
One Freedom Financial Officer 20, 2010 Fund Accounting
Valley Drive, Oaks, Department (since
PA 19456 2005)
(50)
---------------------------------------------------------------------------------------------------------------------------------
Carolyn Mead, Assistant Vice Since September Corporate Counsel, N/A N/A
One Freedom President and 20, 2010 SEIGFS (since
Valley Drive, Oaks, Assistant Secretary 2007); Associate
PA 19456 Counsel, Stradley
(54) Ronan, Stevens &
Young LLP (2004 to
2007).
---------------------------------------------------------------------------------------------------------------------------------
Brian Ferko, Chief Compliance Since September Managing Director, N/A N/A
500 East Officer 20, 2010 Cipperman
Swedesford Road, Compliance
Suite 104 Wayne, Services;
PA 19087 formerly with
(40) Aberdeen Asset
Management,
BHR Fund
Advisers, Ardmore
Investment
Partners and
Turner Investment
Partners.
---------------------------------------------------------------------------------------------------------------------------------
* Denotes Trustees who are "interested persons" of the Trust or Fund under
the 1940 Act.
** The Fund Complex includes each series of the Trust.
--------------------------------------------------------------------------------
36
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.
--------------------------------------------------------------------------------
37
DISCLOSURE OF FUND EXPENSES (UNAUDITED) (CONTINUED) [RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
BEGINNING ENDING EXPENSES
ACCOUNT ACCOUNT ANNUALIZED PAID
VALUE VALUE EXPENSE DURING
04/01/11 09/30/11 RATIOS PERIOD*
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK LARGE GROWTH FUND -- INSTITUTIONAL CLASS SHARES
Actual Fund Return $ 1,000.00 $ 894.50 1.00% $ 4.80
Hypothetical 5% Return 1,000.00 1,020.00 1.00 5.11
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK LARGE GROWTH FUND -- RETAIL CLASS SHARES
Actual Fund Return 1,000.00 893.50 1.25 5.98
Hypothetical 5% Return 1,000.00 1,018.75 1.25 6.38
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK/WEDGEWOOD FUND -- INSTITUTIONAL CLASS SHARES
Actual Fund Return 1,000.00 903.70 1.00 4.77
Hypothetical 5% Return 1,000.00 1,020.05 1.00 5.06
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK/WEDGEWOOD FUND -- RETAIL CLASS SHARES
Actual Fund Return 1,000.00 902.70 1.25 5.96
Hypothetical 5% Return 1,000.00 1,018.80 1.25 6.33
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK SMALL CAP GROWTH FUND -- INSTITUTIONAL CLASS SHARES
Actual Fund Return 1,000.00 788.40 1.25 5.60
Hypothetical 5% Return 1,000.00 1,018.80 1.25 6.33
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK SMALL CAP GROWTH FUND -- RETAIL CLASS SHARES
Actual Fund Return 1,000.00 786.50 1.50 6.72
Hypothetical 5% Return 1,000.00 1,017.45 1.50 7.59
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK SHORT TERM HIGH YIELD FUND -- INSTITUTIONAL CLASS SHARES
Actual Fund Return 1,000.00 1,010.70 1.00 5.04
Hypothetical 5% Return 1,000.00 1,020.05 1.00 5.06
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK SHORT TERM HIGH YIELD FUND -- RETAIL CLASS SHARES
Actual Fund Return 1,000.00 1,010.60 1.25 6.30
Hypothetical 5% Return 1,000.00 1,018.80 1.25 6.33
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK/GRAVITY LONG-BIASED FUND -- INSTITUTIONAL CLASS SHARES
Actual Fund Return 1,000.00 947.20 1.46** 7.13
Hypothetical 5% Return 1,000.00 1,017.75 1.46** 7.38
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK/GRAVITY LONG-BIASED FUND -- RETAIL CLASS SHARES
Actual Fund Return 1,000.00 946.20 1.71** 8.34
Hypothetical 5% Return 1,000.00 1,016.50 1.71** 8.64
------------------------------------------------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio multiplied by
the average account value over the period, multiplied by 183/365 (to
reflect the one-half year period).
** The annualized expense ratios include dividend expense during the six
month period.
--------------------------------------------------------------------------------
38
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
NOTICE TO SHAREHOLDERS (UNAUDITED)
For shareholders that do not have an September 30, 2011, tax year end, this
notice is for informational purposes only. For shareholders with an September
30, 2011, tax year end, please consult your tax advisor as to the pertinence of
this notice. For the fiscal year ended September 30, 2011, the Fund is
designating the following items with regard to distributions paid during the
year.
LONG TERM ORDINARY
RETURN OF CAPITAL GAINS INCOME TOTAL QUALIFYING
CAPITAL DISTRIBUTIONS DISTRIBUTIONS DISTRIBUTIONS DIVIDENDS (1)
--------- ------------- ------------- ------------- -------------
RiverPark Large Growth Fund 98% 0% 2% 100% 0%
RiverPark/Wedgewood Fund 90% 0% 10% 100% 0%
RiverPark Small Cap Growth Fund 100% 0% 0% 100% 0%
RiverPark Short Term High Yield Fund 0% 0% 100% 100% 0%
RiverPark/Gravity Long-Biased Fund 100% 0% 0% 100% 0%
QUALIFYING U.S. QUALIFIED QUALIFIED
DIVIDEND GOVERNMENT INTEREST SHORT-TERM
INCOME (2) INCOME (3) INCOME(4) CAPITAL GAIN(5)
---------- ---------- ----------- ---------------
RiverPark Large Growth Fund 0% 0% 0% 100%
RiverPark/Wedgewood Fund 0% 0% 0% 100%
RiverPark Small Cap Growth Fund 0% 0% 0% 0%
RiverPark Short Term High Yield Fund 0% 0% 79% 0%
RiverPark/Gravity Long-Biased Fund 0% 0% 0% 0%
(1) Qualifying dividends represent dividends which qualify for the corporate
dividends received deduction and is reflected as a percentage of ordinary
Income distributions (the total of short term capital gain and net
investment income distributions).
(2) The percentage in this column represents the amount of "Qualifying
Dividend Income" as created by the Jobs and Growth Tax Relief
Reconciliation Act of 2003 and is reflected as a percentage of ordinary
income distributions (the total of short term capital gain and net
investment income distributions). It is the intention of each of the
aforementioned funds to designate the maximum amount permitted by law.
(3) "U.S. Government Interest" represents the amount of interest that was
derived from direct U.S. Government obligations and distributed during the
fiscal year. This amount is reflected as a percentage of ordinary income.
Generally, interest from direct U.S. Government obligations is exempt from
state income tax. However, for shareholders of the Advisors' Inner Circle
Fund -- Edgewood Growth Fund who are residents of California, Connecticut,
New Jersey and New York, the statutory threshold requirements were not
satisfied to permit exemption of these amounts from state income.
(4) The percentage in this column represents the amount of "Interest Related
Dividends" as created by the American Jobs Creation Act of 2004 and is
reflected as a percentage of net investment income distributions that is
exempt from U.S. withholding tax when paid to foreign investors.
(5) The percentage in this column represents the amount of "Short-Term Capital
Gain Dividends" as created by the American Jobs Creation Act of 2004 and
is reflected as a percentage of short-term capital gain distributions that
is exempt from U.S. withholding tax when paid to foreign investors.
--------------------------------------------------------------------------------
39
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
RPF-AR-001-0100
ITEM 2. CODE OF ETHICS.
A code of ethics, as defined in Item 2 of Form N-CSR, adopted by the registrant
and applicable to the registrant's principal executive officer and principal
financial officer, was in effect during the entire period covered by this
report.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The registrant's board of trustees has determined that Michael Cohen, member of
the registrant's Audit Committee, is an "audit committee financial expert" and
is "independent" as that term is defined in Item 3 of Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a)-(d) Aggregate fees billed to registrant for the fiscal year ended September
30, 2011 for professional services rendered by registrant's principal accountant
were as follows:
2011
--------------------------------------------------------------------------------
(a) Audit Fees $55,000
--------------------------------------------------------------------------------
(b) Audit-Related Fees $0
--------------------------------------------------------------------------------
(c) Tax Fees $17,500
--------------------------------------------------------------------------------
(d) All Other Fees $0
--------------------------------------------------------------------------------
Audit Fees include amounts related to the audit of the registrant's annual
financial statements and services normally provided by the principal accountant
in connection with statutory and regulatory filings.
All Other Fees include amounts billed for products and services other than those
disclosed in paragraphs (a) through (c) of this Item.
(e)(1) The registrant's Audit Committee has adopted, and the Board of
Trustees has ratified, an Audit and Non-Audit Services Pre-Approval Policy (the
"Policy"), which requires the registrant's Audit Committee to pre-approve all
audit and non-audit services provided by the principal accountant to the
registrant. The Policy also requires the Audit Committee to pre-approve any
engagement of the principal accountant to provide non-audit services to the
registrant's investment adviser, if the services relate directly to the
registrant's operations and financial reporting.
(e)(2) No services included in (b)-(d) above were approved pursuant to
paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) The aggregate fees billed by registrant's principal accountant for non-audit
services rendered to the registrant, for non-audit services rendered to the
registrant's investment adviser, and for non-audit services rendered to entities
controlled by the adviser for the last fiscal year was $0.
(h) During the past fiscal year, all non-audit services provided by registrant's
principal accountant to either registrant's investment adviser or to any entity
controlling, controlled by, or under common control with registrant's investment
adviser that provides ongoing services to registrant were pre-approved by the
audit committee of registrant's board of trustees. Included in the audit
committee's pre-approval was the review and consideration as to whether the
provision of these non-audit services is compatible with maintaining the
principal accountant's independence.
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) The registrant's code of ethics pursuant to Item 2 of Form N-CSR is
attached.
(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: December 5, 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: December 5, 2011
By (Signature and Title)* /s/ Michael Lawson
---------------------
Michael Lawson
Chief Financial
Officer and Treasurer
Date: December 5, 2011
* Print the name and title of each signing officer under his or her
signature.