RIVERPARK FUNDS TRUSTS
CODE OF ETHICS
Adopted Under Rule 17j-1
While affirming its confidence in the integrity and good faith of all
of its officers and trustees, RiverPark Funds Trust (the "Trust"), recognizes
that the knowledge of present or future portfolio transactions and, in certain
instances, the power to influence portfolio transactions which may be possessed
by certain of its officers, employees and trustees could place such individuals,
if they engage in personal transactions in securities which are eligible for
investment by the Trust, in a position where their personal interest may
conflict with that of the Trust.
In view of the foregoing and of the prohibitions of Rule 17j-1(b) under
the Investment Company Act of 1940 (the "1940 Act"), the Trust has determined to
adopt this Code of Ethics to specify and prohibit certain types of transactions
deemed to create conflicts of interest (or at least the potential for or the
appearance of such a conflict), and to establish reporting requirements and
enforcement procedures.
I. Statement of General Principles.
In recognition of the trust and confidence placed in the Trust by its
shareholders, and to give effect to the Trust's belief that its operations
should be directed to the benefit of its shareholders, the Trust hereby adopts
the following general principles to guide the actions of its trustees, officers
and employees.
(1) The interests of the Trust's shareholders are paramount, and all of
the Trust's personnel must conduct themselves and their operations to give
maximum effect to this tenet by assiduously placing the interests of the
shareholders before their own.
(2) All personal transactions in securities by the Trust's personnel
must be accomplished so as to avoid even the appearance of a conflict of
interest on the part of such personnel with the interests of the Trust and its
shareholders.
(3) All of the Trust's personnel must avoid actions or activities that
allow (or appear to allow) a person to profit or benefit from his or her
position with respect to the Trust, or that otherwise bring into question the
person's independence or judgment.
II. Definitions.
(1) "Access Person" shall mean (i) each trustee or officer of the Trust
or its investment adviser or sub-advisers, (ii) each employee of the Trust or
its investment adviser or sub-advisers (or of any company in a control
relationship to the Trust) who, in connection with his or her regular functions
or duties, makes, participates in, or obtains information regarding the purchase
or sale of a security by the Trust or any series thereof (each a "Fund"), or
whose functions relate to the making of any recommendations with respect to such
purchases or sales, (iii) any natural person in a control relationship to the
Trust or its investment adviser or sub-advisers who obtains information
concerning recommendations made to or by the Trust with respect to the purchase
or sale of a security by any Fund, or whose functions relate to the making of
any recommendations with respect to such purchases or sales; (iv) each director,
officer or general partner of any principal underwriter for the Trust, but only
where such person in the ordinary course either makes, participates in, or
obtains information regarding the purchase or sale of securities by the Fund(s),
or whose functions relate to the making of recommendations regarding securities
to the Fund(s); and (v) any natural person in a control relationship with a Fund
or any of the Funds' advisers or sub-advisers who obtain information concerning
recommendations made to the Funds with regard to the purchase or sale of a
security.
(2) "Beneficial ownership" of a security is to be determined in the same
manner as it is for purposes of Section 16 of the Securities Exchange Act of
1934. This means that a person should generally consider himself the
beneficial owner of any securities in which he has a direct or indirect
pecuniary interest. In addition, a person should consider himself the
beneficial owner of securities held by his spouse, his minor children, a
relative who shares his home, or other persons by reason of any contract,
arrangement, understanding or relationship that provides him with sole or shared
voting or investment power.
(3) "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the 1940 Act. Section 2(a)(9) provides that "control" means the
power to exercise a controlling influence over the management or policies of a
company, unless such power is solely the result of an official position with
such company. Ownership of 25% or more of a company's outstanding voting
securities is presumed to give the holder thereof control over the company.
Such presumption may be countered by the facts and circumstances of a given
situation.
(4) "Independent Trustee" means a Trustee of the Trust who is not an
"interested person" of the Trust within the meaning of Section 2(a)(19) of the
1940 Act.
(5) "Initial Public Offering" ("IPO") means an offering of Securities
registered under the Securities Act of 1933, the issuer of which, immediately
before registration, was not subject to the reporting requirements of Section 13
or Section 15(d) of the Securities Exchange Act of 1934.
(6) "Portfolio Manager" means an individual who is involved in making
the purchase or sale decisions of securities for a Fund.
(7) "Private Placement" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to Section 4(2) or
Section 4(6) of the Securities Act of 1933 or pursuant to Rules 504, 505 or 506
under the Securities Act of 1933.
(8) "Special Purpose Investment Personnel" means each Access Person who,
in connection with his or her regular functions (including, where appropriate,
attendance at Board meetings and other meetings at which the official business
of the Trust or any Fund thereof is discussed or carried on), obtains
contemporaneous information regarding the purchase or sale of a security by a
Fund. Special Purpose Investment Personnel shall occupy this status only with
respect to those securities as to which he or she obtains such contemporaneous
information.
(9) "Purchase or sale of a security" includes, among other things, the
writing of an option to purchase or sell a security.
(10) "Review Officer" means the officer of the Trust or the adviser
designated from time to time to receive and review reports of purchases and
sales by Access Persons. It is recognized that a different Review Officer may
be designated with respect to the Trust and the of the adviser and sub-advisers.
(11) "Security" shall have the same meaning as that set forth in Section
2(a)(36) of the 1940 Act, except that it shall not include direct obligations of
the Government of the United States, bankers' acceptances, bank certificates of
deposit, commercial paper, shares issued by registered, open-end mutual funds
(other than ETFs) and high quality short-term debt instruments, including
repurchase agreements.
(12) A Security "held or to be acquired" by the Trust or any Fund means
(A) any Security which, within the most recent fifteen days, (i) is or has been
held by the Trust or any Fund thereof, or (ii) is being or has been considered
by a Fund's investment adviser or sub-adviser for purchase by a Fund; (B) and
any option to purchase or sell and any Security convertible into or exchangeable
for any Security described in (A) above.
(13) A Security is "being purchased or sold" by the Trust from the time
when a purchase or sale program has been communicated to the person who places
the buy and sell orders for the Trust until the time when such program has been
fully completed or terminated.
III. Prohibited Purchases and Sales of Securities.
(1) No Access Person shall, in connection with the purchase or sale,
directly or indirectly, by such person of a Security held or to be acquired by
any Fund of the Trust:
(A) employ any device, scheme or artifice to defraud such Fund;
(B) make to such Fund any untrue statement of a material fact
or omit to state to such Fund a material fact necessary in order to make the
statements made, in light of the circumstances under which they are made, not
misleading;
(C) engage in any act, practice or course of business which
would operate as a fraud or deceit upon such Fund; or
(D) engage in any manipulative practice with respect to Fund.
(2) No Portfolio Manager may purchase or sell, directly or indirectly,
any Security as to which such person is a Portfolio Manager in which he had (or
by reason of such transaction acquires) any Beneficial Ownership at any time
within 7 calendar days before or after the time that the same (or a related)
Security is being purchased or sold by any Fund.
(3) No Special Purpose Investment Personnel may profit in the purchase
and sale, or sale and purchase of a Security as to which he or she is a Special
Purpose Investment Personnel within 60 days of acquiring Beneficial Ownership of
that Security.
IV. Additional Restrictions and Requirements
(1) Pre-approval of Private Placements - Investment Personnel must
obtain approval from the Review Officer before acquiring beneficial ownership of
any securities offered in connection with an IPO or a Private Placement.
(2) Investment Personnel may not purchase Initial Public Offerings
(IPO's)
(3) No Access Person shall accept or receive any gift of more than de
minimis value from any person or entity that does business with or on behalf of
the Trust.
(4) Each Access Person (other than the Trust's Independent Trustees and
its Trustees and officers who are not currently affiliated with or employed by
the Trust's investment adviser or principal underwriter) who is not required to
provide such information under the terms of a code of ethics described in
Section VII hereof must provide to the Review Officer a complete listing of all
securities owned by such person as of the end of a calendar quarter. The
initial listing must be submitted no later than 10 days of the date upon which
such person first becomes an Access Person of the Trust, and each update
thereafter must be provided no later than 30 days after the start of the
subsequent year.
V. Reporting Obligations.
(1) Each Access Person (other than the Trust's Independent Trustees)
shall report all transactions in Securities in which the person has, or by
reason of such transaction acquires, any direct or indirect Beneficial
Ownership. Reports shall be filed with the Review Officer quarterly. The
Review Officer shall submit confidential quarterly reports with respect to his
or her own personal securities transactions to an officer designated to receive
his or her reports ("Alternate Review Officer"), who shall act in all respects
in the manner prescribed herein for the Review Officer.
(2) Every report shall be made not later than 30 days after the end of
the calendar quarter in which the transaction to which the report relates was
effected, and shall contain the following information:
(A) The date of the transaction, the title and the number of
shares or the principal amount of each security involved;
(B) The nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
(C) The price at which the transaction was effected;
(D) The name of the broker, dealer or bank with or through whom
the transaction was effected; and
(E) The date the report was submitted by the Access Person.
(3) In the event no reportable transactions occurred during the quarter,
the report should be so noted and returned signed and dated.
(4) An Access Person who would otherwise be required to report his or
her transactions under this Code shall not be required to file reports pursuant
to this Section V where such person is required to file reports pursuant to a
code of ethics described in Section VII, hereof.
(5) An Independent Trustee shall report transactions in Securities only
if the Trustee knew at the time of the transaction or, in the ordinary course of
fulfilling his or her official duties as a trustee, should have known, that
during the 15 day period immediately preceding or following the date of the
transaction, such security was purchased or sold, or was being considered for
purchase or sale, by the Trust. (The "should have known" standard implies no
duty of inquiry, does not presume there should have been any deduction or
extrapolation from discussions or memoranda dealing with tactics to be employed
meeting a Fund's investment objectives, or that any knowledge is to be imputed
because of prior knowledge of the Fund's portfolio holdings, market
considerations, or the Fund's investment policies, objectives and restrictions.)
(6) Any such report may contain a statement that the report shall not be
construed as an admission by the person making such report that he has any
direct or indirect beneficial ownership in the security to which the report
relates.
(7) Each Independent Trustee shall report the name of any publicly-owned
company (or any company anticipating a public offering of its equity securities)
and the total number of its shares beneficially owned by him or her if such
total ownership is more than 1/2 of 1% of the company's outstanding shares.
Such report shall be made promptly after the date on which the Trustee's
ownership interest equaled or exceeded 1/2 of 1%.
VI. Review and Enforcement.
(1) The Review Officer shall compare all reported personal securities
transactions with completed portfolio transactions of the Trust and a list of
securities being considered for purchase or sale by the Trust's adviser(s) and
sub-adviser(s) to determine whether a violation of this Code may have occurred.
Before making any determination that a violation has been committed by any
person, the Review Officer shall give such person an opportunity to supply
additional explanatory material.
(2) If the Review Officer determines that a violation of this Code may
have occurred, he shall submit his written determination, together with the
confidential monthly report and any additional explanatory material provided by
the individual, to the President of the Trust and outside counsel, who shall
make an independent determination as to whether a violation has occurred.
(3) If the President and outside counsel find that a violation has
occurred, the President shall impose upon the individual such sanctions as he or
she deems appropriate and shall report the violation and the sanction imposed to
the Board of Trustees of the Trust.
(4) No person shall participate in a determination of whether he has
committed a violation of the Code or of the imposition of any sanction against
himself. If a securities transaction of the President is under consideration,
any Vice President shall act in all respects in the manner prescribed herein for
the President.
VII. Investment Adviser's, or Principal Underwriter's Code of Ethics.
Each investment adviser (including, where applicable, any sub-adviser),
and principal underwriter (where applicable) of the Trust shall:
(1) Submit to the Board of Trustees of the Trust a copy of its code of
ethics adopted pursuant to Rule 17j-1;
(2) Promptly report to the appropriate Trust in writing any material
amendments to such code of ethics;
(3) Promptly furnish to the Trust upon request copies of any reports
made pursuant to such Code by any person who is an Access Person as to the
Trust; and
(4) Shall immediately furnish to the Trust, without request, all
material information regarding any violation of such Code by any person who is
an Access Person as to the Trust.
VIII. Annual Written Report to the Board.
At least once a year, the Review Officer will provide the Board of
Trustees a written report that includes:
(1) Issues Arising Under the Code - The Report will describe any
issue(s) that arose during the previous year under the Code, including any
material Code violations, and any resulting sanction(s).
(2) Certification - The Report will certify to the Board of Trustees
that the Trust has adopted measures reasonably necessary to prevent its
personnel from violating the Code currently and in the future.
IX. Records.
The Trust shall maintain records in the manner and to the extent set
forth below, which records may be maintained under the conditions described in
Rule 31a-2 under the Investment Company Act and shall be available for
examination by representatives of the Securities and Exchange Commission.
(1) A copy of this Code and any other code which is, or at any time
within the past five years has been, in effect shall be preserved in an easily
accessible place;
(2) A record of any violation of this Code and of any action taken as a
result of such violation shall be preserved in an easily accessible place for a
period of not less than five years following the end of the fiscal year in which
the violation occurs;
(3) A copy of each report made by an Access Person pursuant to this Code
shall be preserved for a period of not less than five years from the end of the
fiscal year in which it is made, the first two years in an easily accessible
place; and
(4) A list of all persons who are, or within the past five years have
been, required to make reports pursuant to this Code shall be maintained in an
easily accessible place.
(5) A copy of each annual report to the Board of Trustees will be
maintained for at least five years from the end of the fiscal year in which it
is made, the first two years in an easily accessible place; and
(6) A record of any decision, and the reasons supporting the decision,
to approve the acquisition of Securities in an IPO or a Private Placement, shall
be preserved for at least five years after the end of the fiscal year in which
the approval is granted.
X. Miscellaneous
(1) Confidentiality. All reports of securities transactions and any
other information filed with the Trust pursuant to this Code shall be treated as
confidential.
(2) Interpretation of Provisions. The Board of Trustees may from time
to time adopt such interpretations of this Code as it deems appropriate.
(3) Periodic Review and Reporting. The President of the Trust shall
report to the Board of Trustees at least annually as to the operation of this
Code and shall address in any such report the need (if any) for further changes
or modifications to this Code.