UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________
FORM N-CSRS
________
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
INVESTMENT COMPANY ACT FILE NUMBER 811-22431
RIVERPARK FUNDS TRUST
(Exact name of registrant as specified in charter)
________
156 West 56th Street, 17th Floor
New York, NY 10019
(Address of principal executive offices) (Zip code)
Morty Schaja
156 West 56th Street, 17th Floor
New York, NY 10019
(Name and address of agent for service)
With copies to:
Thomas R. Westle
Blank Rome LLP
405 Lexington Avenue
New York, NY 10174
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 212-484-2100
DATE OF FISCAL YEAR END: SEPTEMBER 30, 2012
DATE OF REPORTING PERIOD: MARCH 31, 2012
ITEM 1. REPORTS TO STOCKHOLDERS.
[LOGO OMITTED] RIVERPARK
FUNDS
SEMI-ANNUAL REPORT
MARCH 31, 2012 (UNAUDITED)
RIVERPARK LARGE GROWTH FUND
Retail Class and Institutional Class Shares
RIVERPARK/WEDGEWOOD FUND
Retail Class and Institutional Class Shares
RIVERPARK SMALL CAP GROWTH FUND
Retail Class and Institutional Class Shares
RIVERPARK SHORT TERM HIGH YIELD FUND
Retail Class and Institutional Class Shares
RIVERPARK LONG/SHORT OPPORTUNITY FUND
Retail Class and Institutional Class Shares
Investment Adviser:
RiverPark Advisors, LLC
TABLE OF CONTENTS
--------------------------------------------------------------------------------
Schedules of Investments
RiverPark Large Growth Fund .............................................. 1
RiverPark/Wedgewood Fund ................................................. 2
RiverPark Small Cap Growth Fund .......................................... 3
RiverPark Short Term High Yield Fund ..................................... 4
RiverPark Long/Short Opportunity Fund .................................... 7
Statements of Assets and Liabilities ....................................... 9
Statements of Operations ................................................... 10
Statements of Changes in Net Assets ........................................ 11
Financial Highlights ....................................................... 14
Notes to Financial Statements .............................................. 16
Disclosure of Fund Expenses ................................................ 25
Approval of the Investment Advisory and Investment Sub-Advisory Agreements . 27
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.
[LOGO OMITTED] RIVERPARK RiverPark Large Growth Fund
FUNDS March 31, 2012 (UNAUDITED)
--------------------------------------------------------------------------------
SECTOR WEIGHTING +
[BAR GRAPH OMITTED]
33.7% Information Technology
22.2% Consumer Discretionary
19.6% Financials
7.8% Energy
5.4% Industrials
4.8% Materials
3.9% Time Deposit
1.5% Health Care
1.1% Telecommunication Services
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE (000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
COMMON STOCK -- 96.3%**
Consumer Discretionary -- 22.3%
Coach 790 $ 61
Discovery Communications, Cl C* 1,850 87
Dollar Tree* 1,234 117
Fossil* 660 87
Las Vegas Sands 3,380 194
McDonald's 894 88
priceline.com* 183 131
Ralph Lauren, Cl A 350 61
Walt Disney 1,439 63
Wynn Resorts 800 100
---------
989
---------
Energy -- 7.8%
Cabot Oil & Gas 1,400 44
Devon Energy 800 57
National Oilwell Varco 855 68
Schlumberger 933 65
Southwestern Energy* 3,740 114
---------
348
---------
Financials -- 19.6%
American Express 2,600 151
American Tower, Cl A 1,433 90
Charles Schwab 3,660 53
CME Group, Cl A 304 88
IntercontinentalExchange* 300 41
KKR & Co., LP (a) 8,696 129
TD Ameritrade Holding 3,566 70
The Blackstone Group LP (a) 11,540 184
Visa, Cl A 560 66
---------
872
---------
Health Care -- 1.5%
Intuitive Surgical* 120 65
---------
--------------------------------------------------------------------------------
SHARES/FACE
DESCRIPTION AMOUNT (000) VALUE (000)
--------------------------------------------------------------------------------
Industrials -- 5.5%
CH Robinson Worldwide 646 $ 42
Expeditors International of
Washington 1,002 47
Precision Castparts 355 61
Stericycle* 451 38
United Parcel Service, Cl B 672 54
---------
242
---------
Information Technology -- 33.7%
Alliance Data Systems* 1,480 186
Apple* 386 232
Cognizant Technology Solutions,
Cl A* 1,030 79
eBay* 5,182 191
EMC* 3,457 103
Equinix* 1,605 253
Google, Cl A* 275 176
Mastercard, Cl A 137 58
QUALCOMM 1,519 103
VeriFone Systems* 2,216 115
---------
1,496
---------
Materials -- 4.8%
Monsanto 2,044 163
Praxair 442 51
---------
214
---------
Telecommunication Services -- 1.1%
SBA Communications, Cl A* 917 47
---------
Total Common Stock
(Cost $3,429) (000) 4,273
---------
TIME DEPOSIT -- 3.9%
Brown Brothers, 0.031% (b) $ 174 174
(Cost $174) (000) ---------
Total Investments -- 100.2%
(Cost $3,603) (000) $ 4,447
=========
As of March 31, 2012, 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 $4,437 (000).
* Non-income producing security.
** More narrow industries are utilized for compliance purposes, whereas broad
sectors are utilized for reporting purposes.
(a) Securities considered to be Master Limited Partnerships. At March 31,
2012, these securities amounted to $313 (000) or 7.1% of Net Assets.
(b) Rate shown is the simple yield as of March 31, 2012.
Cl -- Class
LP -- Limited Partnership
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
1
[LOGO OMITTED] RIVERPARK RiverPark/Wedgewood Fund
FUNDS March 31, 2012 (UNAUDITED)
--------------------------------------------------------------------------------
SECTOR WEIGHTING +
[BAR GRAPH OMITTED]
29.5% Information Technology
23.3% Health Care
22.9% Financials
12.0% Industrials
6.2% Energy
6.1% Time Deposit
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE (000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
COMMON STOCK -- 94.7%**
Energy -- 6.2%
National Oilwell Varco 93,700 $ 7,446
Schlumberger 103,300 7,224
---------
14,670
---------
Financials -- 23.1%
American Express 200,800 11,618
Berkshire Hathaway, Cl B* 228,100 18,510
Charles Schwab 769,000 11,051
Visa, Cl A 111,900 13,204
---------
54,383
---------
Health Care -- 23.5%
Express Scripts Holding* 245,200 13,285
Gilead Sciences* 182,700 8,925
Intuitive Surgical* 200 109
Perrigo 83,000 8,575
Stericycle* 83,000 6,942
Teva Pharmaceutical Industries
ADR 213,100 9,602
Varian Medical Systems* 115,100 7,937
---------
55,375
---------
Industrials -- 12.1%
Cummins 90,500 10,864
Expeditors International of
Washington 148,100 6,888
Verisk Analytics, Cl A* 228,200 10,719
---------
28,471
---------
Information Technology -- 29.8%
Apple* 34,100 20,442
Cognizant Technology Solutions,
Cl A* 116,100 8,934
EMC* 317,600 9,490
Google, Cl A* 28,300 18,147
QUALCOMM 192,800 13,114
---------
70,127
---------
Total Common Stock
(Cost $195,918) (000) 223,026
---------
--------------------------------------------------------------------------------
FACE AMOUNT
DESCRIPTION (000) VALUE (000)
--------------------------------------------------------------------------------
TIME DEPOSIT -- 6.2%
Brown Brothers, 0.031% (a) $14,548 14,548
(Cost $14,548) (000) ---------
Total Investments -- 101.6%
(Cost $210,466) (000) $ 237,574
=========
As of March 31, 2012, 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 $235,452 (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 March 31, 2012.
ADR -- American Depositary Receipt
Cl -- Class
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
2
[LOGO OMITTED] RIVERPARK RiverPark Small Cap Growth Fund
FUNDS March 31, 2012 (UNAUDITED)
--------------------------------------------------------------------------------
SECTOR WEIGHTING +
[BAR GRAPH OMITTED]
23.6% Information Technology
21.3% Consumer Discretionary
11.9% Financials
10.8% Time Deposit
10.3% Industrials
9.3% Health Care
7.0% Energy
3.5% Telecommunication Services
2.2% Consumer Staples
0.1% Utilities
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE (000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
COMMON STOCK -- 90.0%
Consumer Discretionary -- 21.5%
Dollarama 4,038 $ 188
HomeAway* 3,900 99
HSN 2,239 85
Imax* 5,000 122
National CineMedia 10,170 156
Rentrak* 10,860 246
Steiner Leisure* 1,444 71
Vail Resorts 2,116 92
---------
1,059
---------
Consumer Staples -- 2.2%
Darling International* 6,185 108
---------
Energy -- 7.1%
CARBO Ceramics 1,147 121
Clean Energy Fuels* 3,396 72
GeoResources* 1,901 62
Gevo* 5,635 52
Southern Pacific Resource* 25,000 41
---------
348
---------
Financials -- 12.0%
BBCN Bancorp* 6,720 75
CapLease 15,540 63
Coresite Realty 4,430 104
DuPont Fabros Technology 2,000 49
Green Dot, Cl A* 3,100 82
JMP Group 9,518 70
Stifel Financial* 2,082 79
Walker & Dunlop* 5,238 66
---------
588
---------
Health Care -- 9.4%
Accretive Health* 4,940 99
AMERIGROUP* 1,481 100
athenahealth* 1,002 74
--------------------------------------------------------------------------------
SHARES/FACE
DESCRIPTION AMOUNT (000) VALUE (000)
--------------------------------------------------------------------------------
MAKO Surgical* 2,845 $ 120
Volcano* 2,509 71
---------
464
---------
Industrials -- 10.4%
Clean Harbors* 1,268 86
CoStar Group* 1,187 82
ESCO Technologies 1,871 69
Genesee & Wyoming, Cl A* 1,618 88
Hardinge 6,900 65
Hubbell, Cl B 610 48
Polypore International* 2,050 72
---------
510
---------
Information Technology -- 23.8%
Bankrate* 3,840 95
Imagination Technologies Group* 6,000 66
InterXion Holding* 6,400 115
LogMeIn* 2,535 89
MoneyGram International* 5,200 94
Sapient 14,900 185
Stamps.com* 4,422 123
TechTarget* 12,901 90
TiVo* 10,182 122
Travelzoo* 5,960 137
Vocus* 4,169 55
---------
1,171
---------
Telecommunication Services -- 3.5%
SBA Communications, Cl A* 2,108 107
Vonage Holdings* 29,300 65
---------
172
---------
Utilities -- 0.1%
GWR Global Water Resources* 900 3
---------
Total Common Stock
(Cost $3,998) (000) 4,423
---------
TIME DEPOSIT -- 10.9%
Brown Brothers, 0.031% (a) $535 535
---------
(Cost $535) (000)
Total Investments -- 100.9%
(Cost $4,533) (000) $ 4,958
=========
As of March 31, 2012, 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 $4,916 (000).
* Non-income producing security.
(a) Rate shown is the simple yield as of March 31, 2012.
Cl -- Class
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
3
[LOGO OMITTED] RIVERPARK RiverPark Short Term High Yield Fund
FUNDS March 31, 2012 (UNAUDITED)
--------------------------------------------------------------------------------
SECTOR WEIGHTING +
[BAR GRAPH OMITTED]
72.4% Corporate Obligations
12.1% Convertible Bonds
6.4% Preferred Stock
4.9% Bank Loan Obligations
4.2% Time Deposit
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
FACE AMOUNT
DESCRIPTION (000) VALUE (000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
CORPORATE OBLIGATIONS -- 71.9%
Consumer Discretionary -- 10.9%
CCM Merger
8.000%, 08/01/13 (a) $ 1,085 $ 1,088
Charter Communications Operating
8.000%, 04/30/12 (a) 880 889
Collective Brands
8.250%, 08/01/13 154 156
Gannett
6.375%, 04/01/12 1,700 1,700
Landry's Acquisition
11.625%, 12/01/15 (a) 1,500 1,678
Meritage Homes
6.250%, 03/15/15 200 203
Mohegan Tribal Gaming Authority
8.000%, 04/01/12 325 325
Morris Publishing Group
10.000%, 09/01/14 378 347
Nielsen Finance
11.625%, 02/01/14 750 870
RSC Equipment Rental
10.000%, 07/15/17 (a) 950 1,102
9.500%, 12/01/14 821 848
UNIFI
11.500%, 05/15/14 500 500
---------
9,706
---------
Consumer Staples -- 4.6%
Dole Food
13.875%, 03/15/14 850 976
Pinnacle Foods Finance
10.625%, 04/01/17 2,398 2,542
Sara Lee
3.875%, 06/15/13 565 565
---------
4,083
---------
Energy -- 6.0%
Berry Petroleum
8.250%, 11/01/16 1,464 1,528
--------------------------------------------------------------------------------
FACE AMOUNT
DESCRIPTION (000) VALUE (000)
--------------------------------------------------------------------------------
Chesapeake Energy
7.625%, 07/15/13 $ 750 $ 795
Hornbeck Offshore Services
6.125%, 12/01/14 1,750 1,778
McMoRan Exploration
11.875%, 11/15/14 600 636
SandRidge Energy
4.093%, 04/01/14 (b) 600 598
---------
5,335
---------
Financials -- 8.7%
CIT Group
7.000%, 05/04/15 (a) 2,600 2,606
Hospitality Properties Trust
6.850%, 07/15/12 900 901
Leucadia National
7.000%, 08/15/13 2,650 2,796
Washington Mutual
5.250%, 09/15/17 (c) (d) 9 11
ZFS Finance USA Trust IV
5.875%, 05/09/32 (a) (b) 1,475 1,487
---------
7,801
---------
Health Care -- 2.1%
Prospect Medical Holdings
12.750%, 07/15/14 1,700 1,847
---------
Industrials -- 13.5%
Continental Airlines Pass-Through Trust
6.940%, 10/15/13 116 118
Corrections Corp of America
6.250%, 03/15/13 473 474
Intertape Polymer US
8.500%, 08/01/14 500 505
JB Poindexter
8.750%, 03/15/14 2,280 2,286
Pregis
12.375%, 10/15/13 170 171
RBS Global
11.750%, 08/01/16 2,500 2,653
SGS International
12.000%, 12/15/13 2,326 2,343
Solo Cup
8.500%, 02/15/14 2,951 2,973
United Air Lines
12.750%, 07/15/12 491 506
---------
12,029
---------
Information Technology -- 1.3%
Alion Science and Technology
12.000%, 11/01/14 124 117
SunGard Data Systems
10.625%, 05/15/15 1,000 1,053
---------
1,170
---------
--------------------------------------------------------------------------------
4
[LOGO OMITTED] RIVERPARK RiverPark Short Term High Yield Fund
FUNDS March 31, 2012 (UNAUDITED)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FACE AMOUNT
DESCRIPTION (000) VALUE (000)
--------------------------------------------------------------------------------
Materials -- 14.9%
Lyondell Chemical
11.000%, 05/01/18 $ 2,362 $ 2,622
8.000%, 11/01/17 1,052 1,186
NOVA Chemicals
3.784%, 11/15/13 (b) 650 653
Tube City IMS
9.750%, 02/01/15 2,900 2,994
United States Steel
5.650%, 06/01/13 2,680 2,839
Verso Paper Holdings
11.500%, 07/01/14 2,798 2,963
---------
13,257
---------
Telecommunication Services -- 5.1%
Atlantic Broadband Finance
9.375%, 01/15/14 2,000 2,010
Embarq
6.738%, 06/01/13 858 919
Qwest Communications International
7.500%, 02/15/14 1,592 1,604
---------
4,533
---------
Utilities -- 4.8%
CMS Energy
1.522%, 01/15/13 (b) 2,800 2,789
NRG Energy
7.375%, 01/15/17 1,450 1,512
---------
4,301
---------
Total Corporate Obligations
(Cost $63,947) (000) 64,062
---------
CONVERTIBLE BONDS -- 12.0%
Advanced Micro Devices
5.750%, 08/15/12 2,000 2,028
Cheniere Energy
2.250%, 08/01/12 500 498
Euronet Worldwide
3.500%, 10/15/25 1,000 1,009
Icahn Enterprises LP
4.000%, 08/15/13 (b) (d) 1,700 1,696
4.000%, 08/15/13 (a) (b) (d) 250 249
Iconix Brand Group
1.875%, 06/30/12 475 474
Integra LifeSciences Holdings
2.375%, 06/01/12 (a) 950 952
Nash Finch
1.631%, 03/15/13 1,000 466
NRFC NNN Holdings
11.500%, 06/15/13 (a) 250 262
SonoSite
3.750%, 07/15/14 (d) 2,100 3,090
---------
Total Convertible Bonds
(Cost $10,563) (000) 10,724
---------
--------------------------------------------------------------------------------
FACE AMOUNT
DESCRIPTION (000)/SHARES VALUE (000)
--------------------------------------------------------------------------------
PREFERRED STOCK -- 6.4%
Axis Capital Holdings
7.500%, 12/01/15 (b) 39,000 $ 4,041
Consolidated Edison of New York
4.650%, 05/01/12 290 30
HJ Heinz Finance
8.000%, 07/05/13 (a) 15 1,624
---------
Total Preferred Stock
(Cost $5,650) (000) 5,695
---------
BANK LOAN OBLIGATIONS -- 4.8%
Delta Air Lines
0.000%, 09/29/12 $3,250 3,181
Wilton Industries
3.510%, 07/31/14 (d) 1,215 1,106
---------
Total Bank Loan Obligations
(Cost $4,338) (000) 4,287
---------
TIME DEPOSIT -- 4.2%
Brown Brothers, 0.031% (e) 3,738 3,738
---------
(Cost $3,738) (000)
Total Investments -- 99.3%
(Cost $88,236) (000) $ 88,506
=========
The following is a summary of the inputs used as of March 31, 2012 in
valuing the Fund's investments carried at value:
INVESTMENTS IN SECURITIES LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
--------------------------------------------------------------------------------
Corporate Obligations
Consumer Discretionary $ -- $ 9,706 $ -- $ 9,706
Consumer Staples -- 4,083 -- 4,083
Energy -- 5,335 -- 5,335
Financials -- 7,790 11 7,801
Health Care -- 1,847 -- 1,847
Industrials -- 12,029 -- 12,029
Information Technology -- 1,170 -- 1,170
Materials -- 13,257 -- 13,257
Telecommunication
Services -- 4,533 -- 4,533
Utilities -- 4,301 -- 4,301
------------------------------------------
-- 64,051 11 64,062
------------------------------------------
Convertible Bond -- 5,689 5,035 10,724
Preferred Stock -- 5,695 -- 5,695
Bank Loan Obligations -- 3,181 1,106 4,287
Time Deposit -- 3,738 -- 3,738
------------------------------------------
Total Investments
in Securities $ -- $82,354 $ 6,152 $ 88,506
==========================================
--------------------------------------------------------------------------------
5
[LOGO OMITTED] RIVERPARK RiverPark Short Term High Yield Fund
FUNDS March 31, 2012 (UNAUDITED)
--------------------------------------------------------------------------------
The following is a reconciliation of the investments in which significant
unobservable inputs (Level 3) were used in determining value:
INVESTMENTS IN
CORPORATE
OBLIGATIONS
--------------
Beginning balance as of October 1, 2011 $ 525
Accrued discounts/premiums 4
Realized gain/(loss) 64
Change in unrealized
appreciation/(depreciation) (23)
Purchases 1,875
Sales (2,434)
Transfer into Level 3 --
Transfer out of Level 3 --
---------
Ending balance as of March 31, 2012 $ 11
=========
INVESTMENTS IN
CONVERTIBLE BONDS
-----------------
Beginning balance as of October 1, 2011 $ --
Accrued discounts/premiums --
Realized gain/(loss) --
Change in unrealized
appreciation/(depreciation) --
Purchases --
Sales --
Transfer into Level 3 5,035
Transfer out of Level 3 --
---------
Ending balance as of March 31, 2012 $ 5,035
=========
INVESTMENTS IN
BANK LOAN
OBLIGATIONS
--------------
Beginning balance as of October 1, 2011 $ --
Accrued discounts/premiums --
Realized gain/(loss) --
Change in unrealized
appreciation/(depreciation) --
Purchases --
Sales --
Transfer into Level 3 1,106
Transfer out of Level 3 --
---------
Ending balance as of March 31, 2012 $ 1,106
=========
Percentages are based on Net Assets of $89,104 (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) Variable rate security - Rate disclosed is the rate in effect on March 31,
2012.
(c) Security in default on interest and principal payments.
(d) 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 March 31, 2012, was $6,152 (000) and represented 6.9% of
Net Assets.
(e) Rate shown is the simple yield as of March 31, 2012.
LP -- Limited Partnership
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
6
[LOGO OMITTED] RIVERPARK RiverPark Long/Short Opportunity Fund
FUNDS March 31, 2012 (UNAUDITED)
--------------------------------------------------------------------------------
SECTOR WEIGHTING +
[BAR GRAPH OMITTED]
41.5% Information Technology
26.2% Consumer Discretionary
11.0% Financials
9.2% Energy
3.1% Materials
2.7% Health Care
2.2% Industrials
1.5% Consumer Staples
1.4% Telecommunication Services
1.2% Purchased Option
+ Percentages are based on total investments. Excludes securities sold
short.
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE (000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
COMMON STOCK -- 97.2%**
Consumer Discretionary -- 25.8%
Coach 2,105 $ 163
Discovery Communications, Cl C* 3,220 151
Dollar Tree* 2,570 243
Dollarama 3,405 159
Fossil* 1,150 152
Imax* 4,700 115
Las Vegas Sands 6,470 372
McDonald's 2,255 221
priceline.com* 368 264
Ralph Lauren, Cl A 885 154
Rentrak* 11,725 266
Vail Resorts 2,377 103
Walt Disney 3,010 132
Wynn Resorts 2,050 256
---------
2,751
---------
Consumer Staples -- 1.4%
Darling International* 8,820 154
---------
Energy -- 9.0%
Cabot Oil & Gas 3,300 103
CARBO Ceramics 2,247 237
Devon Energy 1,705 121
Gevo* 9,992 92
National Oilwell Varco 1,700 135
Schlumberger 1,800 126
Southwestern Energy* 4,900 150
---------
964
---------
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE (000)
--------------------------------------------------------------------------------
Financials -- 10.9%
American Express 4,585 $ 265
American Tower, Cl A 2,187 138
Charles Schwab 9,080 130
CME Group, Cl A 620 179
IntercontinentalExchange* 747 103
TD Ameritrade Holding 9,518 188
Visa, Cl A 1,330 157
---------
1,160
---------
Health Care -- 2.7%
AMERIGROUP* 2,255 151
Intuitive Surgical* 249 135
---------
286
---------
Industrials -- 2.2%
Genesee & Wyoming, Cl A* 1,937 106
Precision Castparts 729 126
---------
232
---------
Information Technology -- 40.9%
Alliance Data Systems* 2,938 370
Apple* 789 473
Bankrate* 6,785 168
Cognizant Technology Solutions,
Cl A* 2,020 156
eBay* 10,022 370
EMC* 7,432 222
Equinix* 3,632 572
Google, Cl A* 670 430
Mastercard, Cl A 369 155
MoneyGram International* 7,800 140
QUALCOMM 3,811 259
Sapient 17,232 215
Stamps.com* 7,420 207
TiVo* 12,960 155
Travelzoo* 8,800 202
VeriFone Systems* 5,206 270
---------
4,364
---------
Materials -- 3.0%
Monsanto 4,060 324
---------
Telecommunication Services -- 1.3%
SBA Communications, Cl A* 2,845 144
---------
Total Common Stock
(Cost $7,625) (000) 10,379
---------
--------------------------------------------------------------------------------
7
[LOGO OMITTED] RIVERPARK RiverPark Long/Short Opportunity Fund
FUNDS March 31, 2012 (UNAUDITED)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CONTRACTS/
DESCRIPTION SHARES VALUE (000)
--------------------------------------------------------------------------------
PURCHASED OPTION -- 1.1%
Blackstone Group LP, Call Option,
Strike Price $10* 204 $ 121
---------
Total Purchased Option
(Cost $118) (000) 121
---------
Total Investments -- 98.3%
(Cost $7,743) (000) $ 10,500
=========
SCHEDULE OF SECURITIES SOLD SHORT **
COMMON STOCK -- (48.0)%
Consumer Discretionary -- (21.6)%
Amazon.com* (710) (144)
Apollo Group, Cl A* (1,359) (52)
Best Buy (5,754) (136)
DeVry (2,070) (70)
DIRECTV, Cl A* (2,255) (111)
DISH Network, Cl A (1,590) (52)
GameStop, Cl A (6,238) (136)
Gannett (5,317) (82)
Gap (5,497) (144)
Garmin (4,548) (214)
GNC Holdings, Cl A (3,070) (107)
Grupo Elektra (1,155) (109)
International Game Technology (5,492) (92)
JC Penney (5,854) (207)
Kohl's (2,150) (108)
Netflix* (1,333) (153)
Panasonic ADR (7,077) (65)
Regal Entertainment Group, Cl A (3,865) (53)
Sharp (10,100) (74)
Staples (6,298) (102)
Strayer Education (995) (94)
---------
(2,305)
---------
Consumer Staples -- (3.7)%
CVS Caremark (1,076) (48)
Kroger (4,117) (100)
Loblaw (3,030) (104)
Safeway (4,716) (95)
Walgreen (1,440) (48)
---------
(395)
---------
Financials -- (2.1)%
KBW (6,470) (120)
Legg Mason (3,835) (107)
---------
(227)
---------
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE (000)
--------------------------------------------------------------------------------
Industrials -- (7.8)%
General Dynamics (1,420) $ (104)
Huntington Ingalls Industries* (3,740) (150)
Iron Mountain (5,637) (163)
Lockheed Martin (1,193) (107)
Nielsen Holdings* (3,170) (96)
Northrop Grumman (1,745) (107)
Pitney Bowes (5,930) (104)
---------
(831)
---------
Information Technology -- (11.3)%
Activision Blizzard (12,760) (164)
Dell* (8,365) (139)
Electronic Arts* (7,089) (117)
First Solar* (2,200) (55)
Flextronics International* (20,615) (149)
Hewlett-Packard (3,580) (85)
KIT Digital* (6,901) (50)
Microsoft (3,211) (103)
Nintendo (292) (44)
Nokia ADR (9,130) (50)
RealD* (12,340) (167)
United Online (17,200) (84)
---------
(1,207)
---------
Telecommunication Services -- (1.5)%
CenturyLink (2,252) (87)
Vivendi (3,870) (71)
---------
(158)
---------
Total Common Stock
(Proceeds $5,091) (5,123)
---------
Total Securities Sold Short -- (48.0)%
(Proceeds $5,091) (000) $ (5,123)
=========
As of March 31, 2012, all of the Fund's investments and securities sold short
were considered Level 1. Please see Note 2 in Notes to Financial Statements for
further information regarding fair value measurements.
Percentages are based on Net Assets of $10,680 (000).
* Non-income producing security.
** More narrow industries are utilized for compliance purposes, whereas broad
sectors are utilized for reporting purposes
ADR -- American Depositary Receipt
Cl -- Class
LP -- Limited Partnership
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
8
Statements of Assets and Liabilities (000) [LOGO OMITTED] RIVERPARK
March 31, 2012 (UNAUDITED) FUNDS
--------------------------------------------------------------------------------
RIVERPARK RIVERPARK/ RIVERPARK RIVERPARK RIVERPARK
LARGE GROWTH WEDGEWOOD SMALL CAP GROWTH SHORT TERM HIGH LONG/ SHORT
FUND FUND FUND YIELD FUND OPPORTUNITY FUND
------------ ------------ ---------------- --------------- ----------------
ASSETS:
Investments in Securities, at Value (Note 2) $ 4,447 $ 237,574 $ 4,958 $ 88,506 $ 10,500
Cash -- -- -- -- 5,303
Other Prepaid Expenses 18 33 18 24 --
Receivable Due from Adviser (Note 3) 8 -- 8 6 --
Receivable for Dividend and Interest Income 1 24 2 1,349 --
Receivable for Investment Securities Sold -- 5,904 -- 845 --
Receivable for Capital Shares Sold -- 5,967 -- 494 --
---------- ------------ ---------- ----------- -----------
Total Assets 4,474 249,502 4,986 91,224 15,803
---------- ------------ ---------- ----------- -----------
LIABILITIES:
Payable for Investment Securities Purchased 18 13,638 48 1,928 --
Securities Sold Short, at Value (Note 2) -- -- -- -- 5,123
Income Distribution Payable -- -- -- 10 --
Payable for Capital Shares Redeemed -- 142 -- 67 --
Payable Due to Trustee 5 5 5 5 --
Chief Compliance Officer Fees Payable 3 3 3 3 --
Payable Due to Adviser (Note 3) 2 119 4 45 --
Payable Due to Administrator 1 14 1 6 --
Payable Due to Shareholder Servicing (Note 3) -- 62 -- 5 --
Other Accrued Expenses 8 67 9 51 --
---------- ------------ ---------- ----------- -----------
Total Liabilities 37 14,050 70 2,120 5,123
---------- ------------ ---------- ----------- -----------
NET ASSETS $ 4,437 $ 235,452 $ 4,916 $ 89,104 $ 10,680
========== ============ ========== =========== ===========
NET ASSETS CONSIST OF:
Paid-in Capital $ 3,606 $ 207,514 $ 4,584 $ 88,951 $ 7,955
Undistributed Net Investment Income
(Accumulated Net Investment Loss) 7 (333) (19) 19 --
Accumulated Net Realized Gain (Loss) on
Investments and Securities Sold Short (20) 1,163 (74) (136) --
Net Unrealized Appreciation on Investments
and Securities Sold Short 844 27,108 425 270 2,725
========== ============ ========== =========== ===========
NET ASSETS $ 4,437 $ 235,452 $ 4,916 $ 89,104 $ 10,680
========== ============ ========== =========== ===========
Investments in Securities, at Cost $ 3,603 $ 210,466 $ 4,533 $ 88,236 $ 7,743
Securities Sold Short, at Proceeds -- -- -- -- 5,091
Net Assets - Institutional Class Shares(1) $3,771,694 $117,823,496 $3,949,044 $63,140,574 $10,679,567
========== ============ ========== =========== ===========
Net Assets - Retail Class Shares(1) $ 664,859 $117,628,410 $ 966,598 $25,962,963 $ --
========== ============ ========== =========== ===========
INSTITUTIONAL CLASS SHARES:
Outstanding Shares of Beneficial Interest(1)
(Unlimited Authorization -- No Par Value) 285,566 8,733,298 338,862 6,315,394 1,068,013
========== ============ ========== =========== ===========
RETAIL CLASS SHARES:
Outstanding Shares of Beneficial Interest(1)
(Unlimited Authorization -- No Par Value) 50,510 8,747,408 83,244 2,599,740 --
========== ============ ========== =========== ===========
INSTITUTIONAL CLASS SHARES:
Net Asset Value, Offering and Redemption
Price Per Share -- Institutional Class Shares $ 13.21 $ 13.49 $ 11.65 $ 10.00 $ 10.00
========== ============ ========== =========== ===========
RETAIL CLASS SHARES:
Net Asset Value, Offering and Redemption
Price Per Share -- Retail Class Shares $ 13.16 $ 13.45 $ 11.61 $ 9.99 $ 10.00
========== ============ ========== =========== ===========
(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.
--------------------------------------------------------------------------------
9
Statements of Operations (000) [LOGO OMITTED] RIVERPARK
For the Sixth Month Period Ended FUNDS
March 31, 2012 (UNAUDITED)
--------------------------------------------------------------------------------
RIVERPARK SHORT RIVERPARK LONG/
RIVERPARK LARGE RIVERPARK/ RIVERPARK SMALL TERM HIGH YIELD SHORT OPPORTUNITY
GROWTH FUND WEDGEWOOD FUND CAP GROWTH FUND FUND FUND*
--------------------------------------------------------------------------------------
INVESTMENT INCOME:
Dividends $ 22 $ 306 $ 10 $ 92 $ --
Interest -- -- -- 1,176 --
Foreign taxes withheld -- (14) -- -- --
------- -------- ------- ------- ------
Total Investment Income 22 292 10 1,268 --
------- -------- ------- ------- ------
EXPENSES:
Investment Advisory Fees (Note 3) 12 372 20 164 --
Administrator Fees (Note 3) 8 72 9 37 --
Chief Compliance Officer Fees (Note 3) 5 5 5 5 --
Trustees' Fees (Note 3) 4 4 4 4 --
Shareholder Service Fees(1) (Note 3) 1 66 1 18 --
Professional Fees 15 15 15 15 --
Registration Fees 11 15 12 14 --
Transfer Agent Fees 5 90 7 57 --
Printing 5 5 5 5 --
Custodian Fees 1 2 1 2 --
Insurance and Other Fees 8 7 7 10 --
------- -------- ------- ------- ------
Total Expenses 75 653 86 331 --
------- -------- ------- ------- ------
Investment Advisory Fee Waiver (Note 3) (12) (28) (20) (60) --
Reimbursements by Advisor (44) -- (37) -- --
------- -------- ------- ------- ------
Net Expenses 19 625 29 271 --
------- -------- ------- ------- ------
Net Investment Income (Loss) 3 (333) (19) 997 --
------- -------- ------- ------- ------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND SECURITIES SOLD SHORT:
Net Realized Gain (Loss) From:
Investments (8) 1,445 (49) (33) --
Net Change in Unrealized Appreciation
(Depreciation) on:
Investments 981 28,183 910 456 --
------- -------- ------- ------- ------
Net Realized and Unrealized Gain on
Investments 973 29,628 861 423 --
------- -------- ------- ------- ------
Net Increase in Net Assets Resulting from
Operations $ 976 $ 29,295 $ 842 $ 1,420 $ --
======= ======== ======= ======= ======
* Fund commenced operations on March 29, 2012.
(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.
--------------------------------------------------------------------------------
10
Statements of Changes in Net Assets (000) [LOGO OMITTED] RIVERPARK
FUNDS
--------------------------------------------------------------------------------
RIVERPARK LARGE GROWTH FUND RIVERPARK/WEDGEWOOD FUND
----------------------------------------- -----------------------------------------
SIX MONTH PERIOD SIX MONTH PERIOD
ENDED MARCH 31, 2012 YEAR ENDED ENDED MARCH 31, 2012 YEAR ENDED
(UNAUDITED) SEPTEMBER 30, 2011 (UNAUDITED) SEPTEMBER 30, 2011
-------------------- ------------------ ------------------- ------------------
OPERATIONS:
Net Investment Income (Loss) $ 3 $ (3) $ (333) $ (53)
Net Realized Gain (Loss) on Investments (8) (12) 1,445 (281)
Net Change in Unrealized Appreciation
(Depreciation) of Investments 981 (137) 28,183 (1,075)
------- ------- --------- --------
Net Increase (Decrease) in Net Assets
Resulting from Operations 976 (152) 29,295 (1,409)
------- ------- --------- --------
Distributions to Shareholders From:
Net Investment Income:
Institutional Class Shares -- -- -- (1)
Retail Class Shares -- -- -- --
Return of Capital
Institutional Class Shares -- (8) -- (5)
Retail Class Shares -- (1) -- --
------- ------- --------- --------
Total Distributions to Shareholders -- (9) -- (6)
------- ------- --------- --------
Capital Share Transactions:
Institutional Class Shares:
Shares Issued 240 2,800 73,635 34,643
Shares Issued as Reinvestment of Distributions -- 8 -- 6
Shares Redeemed -- -- (5,315) (251)
------- ------- --------- --------
Net Increase in Net Assets from Institutional
Class Shares Transactions 240 2,808 68,320 34,398
------- ------- --------- --------
Retail Class Shares:
Shares Issued 372 234 108,742 246
Shares Issued as Reinvestment of Distributions -- 1 -- --
Shares Redeemed (49) (4) (4,150) (4)
------- ------- --------- --------
Net Increase in Net Assets from Retail
Class Shares Transactions 323 231 104,592 242
------- ------- --------- --------
Net Increase in Net Assets from Capital
Share Transactions 563 3,039 172,912 34,640
------- ------- --------- --------
Net Increase in Net Assets 1,539 2,878 202,207 33,225
NET ASSETS:
Beginning of period 2,898 20 33,245 20
------- ------- --------- --------
End of period $ 4,437 $ 2,898 $ 235,452 $ 33,245
======= ======= ========= ========
Undistributed Net Investment Income
(Accumulated Net Investment Loss) $ 7 $ 4 $ (333) $ --
======= ======= ========= ========
SHARES ISSUED AND REDEEMED:
Institutional Class Shares
Shares Issued 22 262 5,967 3,219
Shares Issued as Reinvestment of Distributions -- 1 -- 1
Shares Redeemed -- -- (432) (23)
------- ------- --------- --------
Net Increase in Institutional Class Shares 22 263 5,535 3,197
------- ------- --------- --------
Retail Class Shares
Shares Issued 32 22 9,061 22
Shares Redeemed (4) -- (337) --
------- ------- --------- --------
Net Increase in Retail Class Shares 28 22 8,724 22
------- ------- --------- --------
Net Increase in Share Transactions 50 285 14,259 3,219
======= ======= ========= ========
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.
--------------------------------------------------------------------------------
11
Statements of Changes in Net Assets (000) [LOGO OMITTED] RIVERPARK
FUNDS
--------------------------------------------------------------------------------
RIVERPARK SMALL CAP GROWTH FUND RIVERPARK SHORT TERM HIGH YIELD FUND
----------------------------------------- -----------------------------------------
SIX MONTH PERIOD SIX MONTH PERIOD
ENDED MARCH 31, 2012 YEAR ENDED ENDED MARCH 31, 2012 YEAR ENDED
(UNAUDITED) SEPTEMBER 30, 2011 (UNAUDITED) SEPTEMBER 30, 2011
-------------------- ------------------ -------------------- ------------------
OPERATIONS:
Net Investment Income (Loss) $ (19) $ (23) $ 997 $ 680
Net Realized loss on Investments (49) (9) (33) (84)
Net Change in Unrealized Appreciation
(Depreciation) of Investments 910 (485) 456 (186)
-------- ------- --------- ---------
Net Increase (Decrease) in Net Assets
Resulting from Operations 842 (517) 1,420 410
-------- ------- --------- ---------
Distributions to Shareholders From:
Net Investment Income:
Institutional Class Shares -- -- (704) (602)
Retail Class Shares -- -- (274) (97)
Return of Capital
Institutional Class Shares -- (4) -- --
Retail Class Shares -- -- -- --
-------- ------- --------- ---------
Total Distributions to Shareholders -- (4) (978) (699)
-------- ------- --------- ---------
CAPITAL SHARE TRANSACTIONS:
Institutional Class Shares:
Shares Issued 15 3,625 45,656 16,668
Shares Issued in Connection with In-Kind
Contribution (see Note 5) -- -- -- 2,726
Shares Issued as Reinvestment of Distributions -- 4 703 601
Shares Redeemed -- -- (2,430) (890)
-------- ------- --------- ---------
Net Increase in Net Assets from Institutional
Class Shares Transactions 15 3,629 43,929 19,105
-------- ------- --------- ---------
Retail Class Shares:
Shares Issued 203 807 21,544 7,255
Shares Issued as Reinvestment of Distributions -- -- 240 85
Shares Redeemed (79) -- (2,017) (1,210)
-------- ------- --------- ---------
Net Increase in Net Assets from Retail Class
Shares Transactions 124 807 19,767 6,130
-------- ------- --------- ---------
Net Increase in Net Assets from Capital
Shares Transactions 139 4,436 63,696 25,235
-------- ------- --------- ---------
Net Increase in Net Assets 981 3,915 64,138 24,946
NET ASSETS:
Beginning of period 3,935 20 24,966 20
-------- ------- --------- ---------
End of period $ 4,916 $ 3,935 $ 89,104 $ 24,966
======== ======= ========= =========
Undistributed Net Investment Income
(Accumulated Net Investment Loss) $ (19) $ -- $ 19 $ --
======== ======= ========= =========
SHARES ISSUED AND REDEEMED:
Institutional Class Shares
Shares Issued 1 337 4,577 1,666
Shares Issued in Connection with
In-Kind Contribution (see Note 5) -- -- -- 273
Shares Issued as Reinvestment of Distributions -- -- 70 60
Shares Redeemed -- -- (243) (89)
-------- ------- --------- ---------
Net Increase in Institutional Class Shares 1 337 4,404 1,910
-------- ------- --------- ---------
Retail Class Shares
Shares Issued 19 71 2,162 727
Shares Issued as Reinvestment of Distributions -- -- 24 9
Shares Redeemed (8) -- (202) (121)
-------- ------- --------- ---------
Net Increase in Retail Class Shares 11 71 1,984 615
-------- ------- --------- ---------
Net Increase in Share Transactions 12 408 6,388 2,525
======== ======= ========= =========
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.
--------------------------------------------------------------------------------
12
Statements of Changes in Net Assets (000) [LOGO OMITTED] RIVERPARK
FUNDS
--------------------------------------------------------------------------------
RIVERPARK LONG/SHORT
OPPORTUNITY FUND*
---------------------
PERIOD ENDED
MARCH 31, 2012
(UNAUDITED)
---------------------
OPERATIONS:
Net Investment Income $ --
Net Realized Gain on Investments --
Net Change in Unrealized Appreciation of Investments --
--------
Net Increase in Net Assets Resulting from Operations --
--------
CAPITAL SHARE TRANSACTIONS:
Institutional Class Shares:
Shares Issued in Connection with In-Kind Contribution
(see Note 5) 10,680
--------
Net Increase in Net Assets from Institutional Class Shares
Transactions 10,680
--------
Retail Class Shares: --
--------
Net Increase in Net Assets from Capital Share Transactions 10,680
--------
Net Increase in Net Assets 10,680
NET ASSETS:
Beginning of period --
--------
End of period $ 10,680
========
Undistributed Net Investment Income $ --
========
SHARES ISSUED AND REDEEMED:
Institutional Class Shares
Shares Issued in Connection with In-Kind Contribution
(see Note 5) 1,068
--------
Net Increase in Institutional Class Shares 1,068
--------
Retail Class Shares --
--------
Net Increase in Share Transactions 1,068
========
* Fund commenced operations on March 29, 2012.
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.
--------------------------------------------------------------------------------
13
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
FOR THE SIX MONTH PERIOD ENDED MARCH 31, 2012 (UNAUDITED)
AND YEAR ENDED SEPTEMBER 30, 2011
--------------------------------------------------------------------------------
NET REALIZED AND DIVIDENDS
NET ASSET VALUE, INVESTMENT UNREALIZED GAINS TOTAL FROM FROM NET DISTRIBUTIONS
BEGINNING INCOME (LOSSES) ON INVESTMENT INVESTMENT FROM RETURN TOTAL
OF PERIOD (LOSS) (2) INVESTMENTS OPERATIONS INCOME OF CAPITAL DISTRIBUTIONS
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK LARGE GROWTH FUND
INSTITUTIONAL CLASS SHARES
2012(4) $ 10.09 $ 0.01 $ 3.11 $ 3.12 $ -- $ -- $ --
2011 10.00 (0.01) 0.16(3) 0.15 -- (0.06) (0.06)
RETAIL CLASS SHARES
2012(4) $ 10.07 $ -- $ 3.09 $ 3.09 $ -- $ -- $ --
2011 10.00 (0.04) 0.16(3) 0.12 -- (0.05) (0.05)
RIVERPARK/WEDGEWOOD FUND
INSTITUTIONAL CLASS SHARES
2012(4) $ 10.32 $ (0.03) $ 3.20 $ 3.17 $ -- $ -- $ --
2011 10.00 (0.06) 0.40(3) 0.34 --(3) (0.02) (0.02)
RETAIL CLASS SHARES
2012(4) $ 10.30 $ (0.04) $ 3.19 $ 3.15 $ -- $ -- $ --
2011 10.00 (0.09) 0.40(3) 0.31 -- (0.01) (0.01)
RIVERPARK SMALL CAP GROWTH FUND
INSTITUTIONAL CLASS SHARES
2012(4) $ 9.61 $ (0.04) $ 2.08 $ 2.04 $ -- $ -- $ --
2011 10.00 (0.08) (0.29) (0.37) -- (0.02) (0.02)
RETAIL CLASS SHARES
2012(4) $ 9.58 $ (0.06) $ 2.09 $ 2.03 $ -- $ -- $ --
2011 10.00 (0.10) (0.30) (0.40) -- (0.02) (0.02)
RIVERPARK SHORT TERM HIGH YIELD FUND
INSTITUTIONAL CLASS SHARES
2012(4) $ 9.88 $ 0.20 $ 0.10 $ 0.30 $(0.18) $ -- $(0.18)
2011 10.00 0.47 (0.15) 0.32 (0.44) -- (0.44)
RETAIL CLASS SHARES
2012(4) $ 9.88 $ 0.19 $ 0.08 $ 0.27 $(0.16) $ -- $(0.16)
2011 10.00 0.43 (0.13) 0.30 (0.42) -- (0.42)
RIVERPARK LONG/SHORT OPPORTUNITY FUND
INSTITUTIONAL CLASS SHARES
2012(1) (4) $ 10.00 $ -- $ -- $ -- $ -- $ -- $ --
RETAIL CLASS SHARES
2012(1) (4) $ 10.00 $ -- $ -- $ -- $ -- $ -- $ --
+ 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) Commenced operations on March 29, 2012. All ratios for the period have
been annualized, except for the Total Return and Portfolio Turnover Rate.
(2) Per share data was calculated using average shares for the period.
(3) 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.
(4) Unless otherwise indicated, all ratios for the period have been
annualized.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
14
[LOGO OMITTED] RIVERPARK
FUNDS
--------------------------------------------------------------------------------
RATIO
OF NET
INVESTMENT
RATIO RATIO OF INCOME
NET ASSET NET ASSETS, OF EXPENSES TOTAL EXPENSES (LOSS)
VALUE, END END OF TO AVERAGE TO AVERAGE TO AVERAGE PORTFOLIO
OF PERIOD TOTAL RETURN + PERIOD (000) NET ASSETS NET ASSETS NET ASSETS TURNOVER RATE
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK LARGE GROWTH FUND
INSTITUTIONAL CLASS SHARES
2012(4) $ 13.21 30.92% $ 3,772 1.00% 4.08% 0.21% 18%
2011 10.09 1.44 2,667 1.00 9.08 (0.10) 73
RETAIL CLASS SHARES
2012(4) $ 13.16 30.69% $ 665 1.25% 4.16% 0.01% 18%
2011 10.07 1.19 231 1.25 9.76 (0.32) 73
RIVERPARK/WEDGEWOOD FUND
INSTITUTIONAL CLASS SHARES
2012(4) $ 13.49 30.72% $117,824 0.98% 1.04% (0.49)% 12%
2011 10.32 3.37 33,004 1.00 2.83 (0.59) 48
RETAIL CLASS SHARES
2012(4) $ 13.45 30.58% $117,628 1.23% 1.26% (0.69)% 12%
2011 10.30 3.12 241 1.25 3.71 (0.78) 48
RIVERPARK SMALL CAP GROWTH FUND
INSTITUTIONAL CLASS SHARES
2012(4) $ 11.65 21.23% $ 3,949 1.25% 3.82% (0.81)% 28%
2011 9.61 (3.71) 3,243 1.25 6.93 (0.69) 92
RETAIL CLASS SHARES
2012(4) $ 11.61 21.19% $ 967 1.50% 4.05% (1.07)% 28%
2011 9.58 (4.06) 692 1.50 6.99 (0.88) 92
RIVERPARK SHORT TERM HIGH YIELD FUND
INSTITUTIONAL CLASS SHARES
2012(4) $ 10.00 3.01% $ 63,141 1.00% 1.24% 4.04% 248%
2011 9.88 3.27 18,883 1.00 2.12 4.69 454
RETAIL CLASS SHARES
2012(4) $ 9.99 2.80% $ 25,963 1.25% 1.49% 3.78% 248%
2011 9.88 3.06 6,083 1.25 2.18 4.28 454
RIVERPARK LONG/SHORT OPPORTUNITY FUND
INSTITUTIONAL CLASS SHARES
2012(1)(4) $ 10.00 --% $ 10,680 --% --% --% --%
RETAIL CLASS SHARES
2012(1)(4) $ 10.00 --% $ -- --% --% --% --%
--------------------------------------------------------------------------------
15
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2012 (UNAUDITED)
--------------------------------------------------------------------------------
1. ORGANIZATION
RiverPark Funds Trust (the "Trust"), was formed on June 22, 2010 as an open-end
registered management investment company. As of March 31, 2012, the Trust was
comprised of five funds: the RiverPark Large Growth Fund, RiverPark/Wedgewood
Fund, RiverPark Small Cap Growth Fund, RiverPark Short Term High Yield Fund and
RiverPark Long/Short Opportunity Fund (each a "Fund" and collectively the
"Funds"). The investment objective of the RiverPark Large Growth Fund, the
RiverPark/Wedgewood Fund, the RiverPark Small Cap Growth Fund and the RiverPark
Long/Short Opportunity Fund is to seek long term capital appreciation. The
investment objective of the RiverPark Short Term High Yield Fund is high
current income and capital appreciation consistent with the preservation of
capital. Each of the Funds is 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 the RiverPark Short Term High Yield Fund, 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 when 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 in good faith through consideration of
other factors in accordance with procedures adopted by, and under the general
supervision of, the Board of Trustees ("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 the 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 day the NYSE is open for business (a "Business Day"). In
addition, European or Far Eastern securities trading generally or in a
particular country or countries may not take place on all Business Days in New
York. Furthermore, trading takes place in various foreign markets on days which
are not Business Days in New York and on which net asset value is not
calculated. Such calculation does not take place contemporaneously with the
determination of the prices of the majority
--------------------------------------------------------------------------------
16
[LOGO OMITTED] RIVERPARK
FUNDS
--------------------------------------------------------------------------------
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 assets unless the Trustees deem that the particular event
would materially affect net asset value, in which case an adjustment will be
made.
In accordance with the authoritative guidance on fair value measurement and
disclosure under GAAP, the Funds disclose the fair value of their investments
in a hierarchy that prioritizes the inputs to valuation techniques used to
measure the fair value. The objective of a fair value measurement is to
determine the price that would be received to sell an asset or paid to transfer
a liability in an orderly transaction between market participants at the
measurement date (an exit price). Accordingly, the fair value hierarchy gives
the highest priority to quoted prices (unadjusted) in active markets for
identical assets or liabilities (Level 1) and the lowest priority to
unobservable inputs (Level 3).
The three levels of the fair value hierarchy are described below:
o Level 1 -- Unadjusted quoted prices in active markets for identical,
unrestricted assets or liabilities that the Funds have the
ability to access at the measurement date;
o Level 2 -- Other significant observable inputs (includes quoted prices for
similar securities, interest rates, prepayment speeds, credit
risk, referenced indices, quoted prices in inactive markets,
adjusted quoted prices in active markets, etc.); and
o Level 3 -- Prices, inputs or exotic modeling techniques which are
both significant to the fair value measurement and unobservable
(supported by little or no market activity).
Investments are classified within the level of the lowest significant input
considered in determining fair value. Investments classified within Level 3
whose fair value measurement considers several inputs may include Level 1 or
Level 2 inputs as components of the overall fair value measurement.
For details of the investment classification, refer to the Schedules of
Investments and Schedule of Securities Sold Short.
For the six month period ended March 31, 2012, there were no transfers between
Level 1 and Level 2 assets and liabilities or between Level 2 and Level 3
assets and liabilities, with the exception of the RiverPark Short Term High
Yield Fund, due to certain securities being fair valued at period end. It is
the Funds' policy to recognize transfers into and out of Levels at the end of
the reporting period
For the six month period ended March 31, 2012, there were no significant
changes to the Funds' fair value methodologies.
SECURITIES SOLD SHORT -- As consistent with the RiverPark Long/Short
Opportunity Fund's investment objectives, the Fund intends to sell securities
short so long as, as a result of that sale, the current value of securities
sold short by the Fund would not exceed 50% of the value of its net assets. A
short sale is the sale by a fund of a security which it does not own in
anticipation of purchasing the same security in the future. To complete such a
transaction, the Fund must borrow the security to make delivery to the buyer.
The Fund is then obligated to replace the security borrowed by purchasing the
security at the market price at the time of the replacement. The price at such
time may be more or less than the price at which the security was sold by the
Fund. Until the security is replaced, 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.
--------------------------------------------------------------------------------
17
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2012 (UNAUDITED)
--------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 and
expense 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 -- Offering costs for the RiverPark Long/Short
Opportunity Fund, consisting of the initial prospectus and registration of the
Fund will be borne by the Fund and will be amortized over the first 12 months
of operations.
EXPENSES -- Expenses of the Trust that can be directly attributed to a
particular Fund are borne by that Fund. Expenses which cannot be directly
attributed to a Fund are apportioned among the Funds of the Trust based on the
number of Funds and/or relative net assets.
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 Large
Growth Fund, RiverPark/Wedgewood Fund, RiverPark Small Cap Growth Fund and
RiverPark Long/Short Opportunity Fund and declared and paid monthly for the
RiverPark Short Term High Yield 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 or continue to qualify, as a
"regulated investment company" under Sub-chapter M of the Internal Revenue Code
of 1986, as amended. If so qualified, each Fund will not be subject to federal
income tax to the extent it distributes substantially all of its net investment
income and net capital gains to its shareholders.
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18
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FUNDS
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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 six month period ended March 31, 2012, 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 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 Large Growth Fund, the
RiverPark/ Wedgewood Fund and the RiverPark Short Term High Yield Fund, 0.90%
for the RiverPark Small Cap Growth Fund and 1.50% for the RiverPark Long/Short
Opportunity Fund.
The Adviser has agreed contractually to waive its fees and to absorb expenses
of each Fund to the extent necessary to ensure that ordinary operating expenses
of each class (excluding interest, brokerage commissions, dividends on short
sales and interest expense on securities sold short, acquired fund fees and
expenses and extraordinary expenses) do not exceed, on an annual basis, 1.00%
for the Institutional Class Shares and 1.25% for the Retail Class Shares of the
Fund's average net assets for the RiverPark Large Growth Fund, the
RiverPark/Wedgewood Fund and the RiverPark Short Term High Yield Fund, 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 Growth Fund and 1.85% for
the Institutional Class Shares and 2.00% for the Retail Class Shares of the
Fund's average net assets for the RiverPark Long/Short Opportunity Fund. The
Funds have each agreed to repay the Adviser in the amount of any fees waived
and Fund expenses absorbed, subject to the 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 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 Large Growth Fund,
RiverPark/Wedgewood Fund and RiverPark Short Term High Yield Fund. 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 Growth Fund and 1.85% for
the Institutional Class Shares and 2.00% for the Retail Class Shares for
RiverPark Long/ Short Opportunity Fund. As of March 31, 2012, the Adviser may
in the future recapture from RiverPark Large Growth Fund, RiverPark/Wedgewood
Fund, RiverPark Small Cap Growth Fund, RiverPark Short Term High Yield Fund,
and RiverPark Long/Short Opportunity Fund fees waived and reimbursed totaling
$242,710, $198,049, $243,364, $230,849 and $0, respectively, each of which
expires March 31, 2015.
--------------------------------------------------------------------------------
19
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2012 (UNAUDITED)
--------------------------------------------------------------------------------
3. AGREEMENTS (CONTINUED)
The Adviser provides day-to-day portfolio management services to the RiverPark
Large Growth Fund, RiverPark Small Cap Growth Fund and RiverPark Long/Short
Opportunity Fund and oversees the day-today portfolio management services
provided by Wedgewood Partners, Inc. ("Wedgewood"), as sub-adviser to the
RiverPark/Wedgewood Fund; and Cohanzick Management Inc. ("Cohanzick"), as
sub-adviser to the RiverPark Short Term High Yield Fund. With regard to the
RiverPark Large Growth Fund, RiverPark Small Cap Growth Fund and RiverPark
Long/Short Opportunity Fund, 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 and Cohanzick 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 Funds
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 & Co. (the "Custodian") serves as the Funds' custodian
pursuant to a Custodian Agreement. DST Systems, Inc. (the "Transfer Agent")
serves as the Funds' transfer agent pursuant to an Agency Agreement.
DISTRIBUTION AGREEMENT -- SEI Investments Distribution Co., a wholly-owned
subsidiary of SEI Investments and an affiliate of the Administrator (the
"Distributor") serves as the Funds' distributor pursuant to a Distribution
Agreement.
The Trust has adopted a shareholder services plan under which a shareholder
servicing fee may be paid at an annual rate of up to 0.25% of average daily net
assets attributable to Retail Class Shares and Institutional Class Shares of
the Funds to banks and their affiliates and other institutions, including
broker-dealers, as compensation for providing non-distribution related
shareholder services. Aggregate compensation for the Institutional Class Shares
will not exceed on an annual basis 0.15% of the average daily net assets of
such class.
The Trust has adopted an administrative services plan under which each Fund may
pay a non-distribution related administrative services fee at an annual rate of
up to 0.20% (currently set at 0.15%) and 0.15% of the average daily net assets
of the Retail Class Shares and Institutional Class Shares, respectively, to
financial institutions, retirement plans, broker-dealers, depository
institutions, institutional shareholders of record, registered investment
advisers and other financial intermediaries and various brokerage firms or
other industry recognized service providers of fund supermarkets or similar
programs who provide administrative, recordkeeping and support servicing to
their customers.
OTHER -- Certain officers of the Trust are also officers of the Adviser and the
Administrator. Such officers are paid no fees by the Trust for serving as
officers of the Trust.
The services provided by the Chief Compliance Officer ("CCO") and his staff are
paid for by the Funds as incurred. The services include regulatory oversight of
the Trust's Adviser, sub-advisers and service providers as required by SEC
regulations.
--------------------------------------------------------------------------------
20
[LOGO OMITTED] RIVERPARK
FUNDS
--------------------------------------------------------------------------------
4. INVESTMENT TRANSACTIONS
The cost of security purchases and proceeds from security sales, other than
short-term investments, short sales, purchases to cover and short-term
securities for the six-month period ended March 31, 2012, were as follows:
PROCEEDS FROM
FUND PURCHASES (000) SALES (000)
---- --------------- -------------
RiverPark Large Growth Fund $ 1,111 $ 626
RiverPark/Wedgewood Fund 175,612 13,677
RiverPark Small Cap Growth Fund 1,196 1,387
RiverPark Short Term High Yield Fund 115,167 66,854
There were no purchases or sales of U.S. Government securities for the six-month
period ended March 31, 2012.
5. IN-KIND CONTRIBUTIONS
On March 29, 2012, RiverPark Long/Short Opportunity Fund received a tax-free
in-kind subscription of $10,680,117 consisting of investments in securities
with a fair value of $10,500,358, cash of $5,303,267, and securities sold short
with a fair value of $5,123,507 in exchange for Institutional Class Shares of
1,068,012. Included in the value of the in-kind subscription was unrealized
appreciation on investment in securities and securities sold short of
$2,725,185.
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.
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 GAIN 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
--------------------------------------------------------------------------------
21
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2012 (UNAUDITED)
--------------------------------------------------------------------------------
6. FEDERAL TAX INFORMATION (CONTINUED)
As of September 30, 2011, the components of distributable earnings/(accumulated
losses) on a tax basis were as follows:
TOTAL
CAPITAL LOSS DISTRIBUTABLE
UNDISTRIBUTED CARRYFORWARD POST- UNREALIZED OTHER EARNINGS
ORDINARY EXPIRING IN OCTOBER APPRECIATION TEMPORARY (ACCUMULATED
INCOME 2019 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)
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.
TOTAL CAPITAL LOSS
CARRYFORWARDS
FUND EXPIRES 2019 09/30/11
---- ------------ -----------------
RiverPark Short Term High Yield 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 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.
--------------------------------------------------------------------------------
22
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FUNDS
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6. FEDERAL TAX INFORMATION (CONTINUED)
For federal income tax purposes, the cost of securities owned at March 31,
2012, 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 March 31, 2012, were as follows (000):
AGGREGATE AGGREGATE
GROSS GROSS NET
FEDERAL TAX UNREALIZED UNREALIZED UNREALIZED
FUND COST APPRECIATION DEPRECIATION APPRECIATION
---- ----------- ------------ ------------ -------------
RiverPark Large Growth Fund $ 3,603 $ 902 $ (58) $ 844
RiverPark/Wedgewood Fund 210,466 27,869 (761) 27,108
RiverPark Small Cap Growth Fund 4,533 666 (241) 425
RiverPark Short Term High Yield Fund 88,236 418 (148) 270
RiverPark Long/Short Opportunity Fund 7,743 2,757 -- 2,757
7. OTHER
On March 31, 2012, 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 77%
RIVERPARK SMALL CAP GROWTH FUND
Institutional Class Shares 92%
Retail Class Shares 96%
RIVERPARK SHORT TERM HIGH YIELD FUND
Institutional Class Shares 78%
Retail Class Shares 89%
RIVERPARK LONG/SHORT OPPORTUNITY FUND
Institutional Class Shares 100%
In the normal course of business, the Trust enters into contracts that contain
a variety of representations which provide general indemnifications. The
Trust's maximum exposure under these arrangements cannot be known; however, the
Trust expects any risk of loss to be remote.
--------------------------------------------------------------------------------
23
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2012 (UNAUDITED)
--------------------------------------------------------------------------------
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. Based on this evaluation, no adjustments were required to the financial
statements.
--------------------------------------------------------------------------------
24
DISCLOSURE OF FUND EXPENSES [LOGO OMITTED] RIVERPARK
(UNAUDITED) FUNDS
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
25
DISCLOSURE OF FUND EXPENSES
(UNAUDITED) (CONTINUED)
-----------------------------------------------------------------------------------------------------------------------
BEGINNING ENDING NET EXPENSES
ACCOUNT ACCOUNT ANNUALIZED PAID
VALUE VALUE EXPENSE DURING
10/1/11 3/31/12 RATIOS PERIOD*
-----------------------------------------------------------------------------------------------------------------------
RIVERPARK LARGE GROWTH FUND -- INSTITUTIONAL CLASS SHARES
Actual Fund Return $ 1,000.00 $ 1,309.20 1.00% $ 5.77
Hypothetical 5% Return 1,000.00 1,020.00 1.00 5.05
-----------------------------------------------------------------------------------------------------------------------
RIVERPARK LARGE GROWTH FUND -- RETAIL CLASS SHARES
Actual Fund Return 1,000.00 1,306.90 1.25 7.21
Hypothetical 5% Return 1,000.00 1,018.75 1.25 6.31
-----------------------------------------------------------------------------------------------------------------------
RIVERPARK/WEDGEWOOD FUND -- INSTITUTIONAL CLASS SHARES
Actual Fund Return 1,000.00 1,307.20 0.98 5.65
Hypothetical 5% Return 1,000.00 1,020.10 0.98 4.95
-----------------------------------------------------------------------------------------------------------------------
RIVERPARK/WEDGEWOOD FUND -- RETAIL CLASS SHARES
Actual Fund Return 1,000.00 1,305.80 1.23 7.09
Hypothetical 5% Return 1,000.00 1,018.85 1.23 6.21
-----------------------------------------------------------------------------------------------------------------------
RIVERPARK SMALL CAP GROWTH FUND -- INSTITUTIONAL CLASS SHARES
Actual Fund Return 1,000.00 1,212.30 1.25 6.91
Hypothetical 5% Return 1,000.00 1,018.75 1.25 6.31
-----------------------------------------------------------------------------------------------------------------------
RIVERPARK SMALL CAP GROWTH FUND -- RETAIL CLASS SHARES
Actual Fund Return 1,000.00 1,211.90 1.50 8.29
Hypothetical 5% Return 1,000.00 1,017.50 1.50 7.57
-----------------------------------------------------------------------------------------------------------------------
RIVERPARK SHORT TERM HIGH YIELD FUND -- INSTITUTIONAL CLASS SHARES
Actual Fund Return 1,000.00 1,030.10 1.00 5.08
Hypothetical 5% Return 1,000.00 1,020.00 1.00 5.05
-----------------------------------------------------------------------------------------------------------------------
RIVERPARK SHORT TERM HIGH YIELD FUND -- RETAIL CLASS SHARES
Actual Fund Return 1,000.00 1,028.00 1.25 6.34
Hypothetical 5% Return 1,000.00 1,018.75 1.25 6.31
-----------------------------------------------------------------------------------------------------------------------
RIVERPARK LONG/SHORT OPPORTUNITY FUND -- INSTITUTIONAL CLASS SHARES**
Actual Fund Return 1,000.00 1,000.00 -- --
Hypothetical 5% Return 1,000.00 1,025.00 -- --
-----------------------------------------------------------------------------------------------------------------------
RIVERPARK LONG/SHORT OPPORTUNITY FUND -- RETAIL CLASS SHARES**
Actual Fund Return 1,000.00 1,000.00 -- --
Hypothetical 5% Return 1,000.00 1,025.00 -- --
-----------------------------------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio multiplied by
the average account value over the period, multiplied by 183/366 (to
reflect the one-half year period).
** Commenced operations on March 29, 2012.
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26
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APPROVAL OF THE INVESTMENT ADVISORY AND INVESTMENT SUB-ADVISORY AGREEMENTS
At an in-person meeting (the "Meeting") of the Board held on February 14, 2012,
the Board, including the Trustees who are not "interested persons" as that term
is defined by the Investment Company Act of 1940, as amended (hereafter, the
"Independent Trustees"), approved the amended and restated investment advisory
agreement (the "Advisory Agreement") between RiverPark Advisors, LLC (the
"Adviser") and the Trust on behalf of the RiverPark Long/Short Opportunity Fund
and RiverPark/Gargoyle Hedged Value Fund. In addition, the Board and the
Independent Trustees approved the sub-advisory agreement (the "Gargoyle
Sub-Advisory Agreement") by and among the Adviser, the Trust, on behalf of the
RiverPark/Gargoyle Hedged Value Fund, and Gargoyle Investment Advisor LLC (the
"Sub-Adviser").
The Board received and discussed a memorandum from the Trust's legal counsel
regarding the duties and responsibilities of the Board and the Independent
Trustees under the Investment Company Act of 1940 in approving advisory
agreements. In connection with its approval of the Advisory Agreement and the
Gargoyle Sub-Advisory Agreement the Board considered the following factors:
o The overall investment performance of the Sub-Adviser;
o The nature, scope and quality of the services to be provided by
the Sub-Adviser;
o The costs of the services to be provided by the Sub-Adviser and
the structure of the Sub-Adviser's fees;
o The extent to which economies of scale would be realized as each Fund
grows and whether fee levels reflect any economies of scale for the
benefit of shareholders; and
o The profits to be realized by the Sub-Adviser and its affiliates from
the relationship with the Funds.
None of these factors was determinative in the Board's decision to approve the
Advisory Agreement and Gargoyle Sub-Advisory Agreement, but each was a factor
in the Independent Trustees' consideration.
In addition, the Board discussed and considered materials which had been
distributed to them in advance at the Board meeting and prepared by the Adviser
and the Sub-Adviser in response to the questionnaire provided by Trust counsel
regarding certain matters relevant to the approval of the Advisory Agreement
and the Gargoyle Sub-Advisory Agreement under Section 15 of the Investment
Company Act. These materials included, among other things, information
regarding: (a) the Adviser's and Sub-Adviser's financial soundness and ability
to honor any applicable expense reimbursement commitment; (b) information on
economies of scale (if any) resulting from growth of the Funds' assets; (c) the
Adviser and Sub-Adviser's readiness and ability to timely provide high quality
and adequate information as may be requested by the Trustees, or the Adviser in
the case of the Sub-Adviser; (d) regulatory issues; (e) the Adviser's and
Sub-Adviser's compliance program and chief compliance officer; and (f) other
material factors affecting the Adviser or Sub-Adviser.
The Independent Trustees deliberated with counsel regarding the Advisory
Agreement and Gargoyle Sub-Advisory Agreement and considered the following
material factors during their deliberations: (1) the nature, extent and quality
of services provided by the Adviser; (2) the investment performance of the Fund
and the Adviser; (3) the cost of services to be provided and the profits to be
realized by the Adviser and its affiliates; (4) the extent to which economies
of scale will be realized as the Fund grows; and (5) whether the fee levels
reflect these economies of scale for the benefit of investors.
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27
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The Board discussed the Adviser and Sub-Adviser separately.
In considering the approval of the Advisory Agreement, the Independent Trustees
discussed their familiarity with principals of the Adviser, satisfaction with
the Adviser's policies and procedures and the level of experience of the
portfolio managers and their confidence in the Adviser's ability to perform
based on this experience. They further discussed the depth of resources and
skill that the Adviser has demonstrated in its management of unregistered funds
and ETFs. In addition, the Independent Trustees noted the Adviser's
demonstrated ability to comply with dynamic regulatory requirements and
commitment to responsiveness and compliance going forward. They discussed the
information that had been provided to them regarding the Adviser's fees, its
profitability and expenses of the Funds and how this information compared to
the data prepared by Lipper regarding other comparable funds. The Trustees
concluded that they had received and evaluated such information (including the
Adviser's Code of Ethics and the proposed Advisory Agreement and Expense
Limitation Agreement), as it deems necessary (in consultation with Counsel) in
order to make an informed determination as to whether the proposed Advisory
Agreement by and between the Adviser and the Trust, on behalf of the RiverPark
Long/Short Opportunity Fund and RiverPark/Gargoyle Hedged Value Fund, is in the
best interests of the Trust, the RiverPark Long/Short Opportunity Fund and
RiverPark/Gargoyle Hedged Value Fund, and each Fund's future shareholders. In
making their determination, no single factor was controlling in their decision,
but rather the Independent Trustees considered all of these factors in their
totality.
Regarding the proposed Sub-Adviser, the Board considered the expertise in
managing the applicable strategy and performance history of the Sub-Adviser
demonstrated by the written materials provided and the oral comments. The Board
discussed the distinctive growth aspect of the RiverPark/Gargoyle Hedged Value
Fund as compared with its value-oriented peers. The Board discussed the
compliance officer's on-site visit, and commented on their satisfaction with
the Sub-Adviser's compliance officer and compliance procedures. Based on such
materials and comments, the Independent Trustees concluded that they were
satisfied with the Sub-Adviser's qualifications. They discussed the information
that had been provided to them regarding the proposed fees and the projected
impact on the Sub-Adviser's profitability. They determined that the
arrangements that had been made with the Sub-Adviser regarding the absorption
of certain costs and expenses or the operation with reduced or waived fees on
certain assets of the RiverPark/Gargoyle Hedged Value Fund demonstrated the
Sub-Adviser's commitment to maintain a reasonable expense ratio especially
during the RiverPark/Gargoyle Hedged Value Fund's initial period of growth.
They expressed their satisfaction with the Sub-Adviser's financial stability
and prudent fiscal management and noted the personal investments of key
management in the Sub-Adviser's strategy. With regard to each Fund, the
Independent Trustees noted they were satisfied with the data prepared by Lipper
regarding other comparable funds and that the proposed expenses in light of
such expenses were reasonable. The Independent Trustees noted the commitment to
a culture of compliance that had been expressed by the Sub-Adviser and their
satisfaction with the certifications provided by the RiverPark/Gargoyle Hedged
Value Fund's Chief Compliance Officer regarding the Sub-Adviser's policies and
procedures and Code of Ethics. They concluded that they had received and
evaluated such information as they deem necessary (in consultation with Trust
counsel) to make an informed determination as to whether the Gargoyle
Sub-Advisory Agreement is in the best interest of the RiverPark/Gargoyle Hedged
Value Fund and its future shareholders. In making their determination, no
single factor was controlling in their decision, but rather the Independent
Trustees considered all of these factors in their totality.
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28
[LOGO OMITTED] RIVERPARK
FUNDS
--------------------------------------------------------------------------------
Based on the Board's deliberations and its evaluation of the information
described above, the Board, including all of the Independent Trustees,
unanimously: (a) concluded that terms of the Advisory Agreement and Gargoyle
Sub-Advisory Agreement are fair and reasonable; (b) concluded that the
Adviser's and Sub-Adviser's fees are reasonable in light of the services that
the Adviser or Sub-Adviser provides to the Funds; and (c) agreed to approve the
Advisory Agreement and the Gargoyle Sub-Advisory Agreement for an initial term
of two years.
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29
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 Funds Services
One Freedom Valley Drive
Oaks, Pennsylvania 19456
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Cohen Fund Audit Services, Ltd.
800 Westpoint Parkway, Suite 1100
Westlake, Ohio 44145
DISTRIBUTOR
SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, Pennsylvania 19456
FUND COUNSEL
Blank Rome LLP
405 Lexington Avenue
New York, New York 10174-0208
RPF-SA-001-0200
ITEM 2. CODE OF ETHICS.
Not applicable for semi-annual report.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable for semi-annual report.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable for semi-annual report.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable to open-end management investment companies.
ITEM 6. SCHEDULE OF INVESTMENTS.
See Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to open-end management investment companies.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to open-end management investment companies.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT COMPANY AND
AFFILIATED PURCHASERS.
Not applicable to open-end management investment companies.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The certifying officers, whose certifications are included herewith, have
evaluated the registrant's disclosure controls and procedures within 90 days of
the filing date of this report. In their opinion, based on their evaluation,
the registrant's disclosure controls and procedures are adequately designed, and
are operating effectively to ensure, that information required to be disclosed
by the registrant in the reports it files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission's rules and
forms.
(b) There were no significant changes in the registrant's internal control over
financial reporting that occurred during the registrant's last fiscal half-year
that have materially affected, or are reasonably likely to materially affect,
the registrant's internal control over financial reporting.
ITEMS 12. EXHIBITS.
(a)(1) Not applicable for semi-annual report.
(a)(2) A separate certification for the principal executive officer and the
principal financial officer of the registrant as required by Rule 30a-2(a) under
the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(a)), are filed
herewith.
(b) Officer certifications as required by Rule 30a-2(b) under the Investment
Company Act of 1940, as amended (17 CFR 270.30a-2(b)) also accompany this filing
as an Exhibit.
--------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) RiverPark Funds Trust
/s/ Morty Schaja
By (Signature and Title)* ---------------------
Morty Schaja
President
Date: June 4, 2012
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ Morty Schaja
--------------------
Morty Schaja
President
Date: June 4, 2012
By (Signature and Title)* /s/ Michael Lawson
-------------------
Michael Lawson
Chief Financial
Officer and Treasurer
Date: June 4, 2012
* Print the name and title of each signing officer under his or her signature.