UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________
FORM NCSR
________
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
INVESTMENT COMPANY ACT FILE NUMBER 81122431
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: SEPTEMBER 30, 2012
ITEM 1. REPORTS TO STOCKHOLDERS.
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ANNUAL REPORT
SEPTEMBER 30, 2012
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RIVERPARK LARGE GROWTH FUND
Retail Class and Institutional Class Shares
RIVERPARK/WEDGEWOOD FUND
Retail Class and Institutional Class Shares
RIVERPARK SMALL CAP GROWTH FUND
Retail Class and Institutional Class Shares
RIVERPARK SHORT TERM HIGH YIELD FUND
Retail Class and Institutional Class Shares
RIVERPARK LONG/SHORT OPPORTUNITY FUND
Retail Class and Institutional Class Shares
RIVERPARK/GARGOYLE HEDGED VALUE FUND
Retail Class and Institutional Class Shares
INVESTMENT ADVISER:
RIVERPARK ADVISORS, LLC
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TABLE OF CONTENTS
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Management's Discussion of Fund Performance and Analysis
RiverPark Large Growth Fund ....................................... 1
RiverPark/Wedgewood Fund .......................................... 3
RiverPark Small Cap Growth Fund ................................... 5
RiverPark Short Term High Yield Fund .............................. 7
RiverPark Long/Short Opportunity Fund ............................. 9
RiverPark/Gargoyle Hedged Value Fund .............................. 11
Schedules of Investments
RiverPark Large Growth Fund ....................................... 13
RiverPark/Wedgewood Fund .......................................... 14
RiverPark Small Cap Growth Fund ................................... 15
RiverPark Short Term High Yield Fund .............................. 17
RiverPark Long/Short Opportunity Fund ............................. 19
RiverPark/Gargoyle Hedged Value Fund .............................. 23
Statements of Assets and Liabilities ................................... 25
Statements of Operations ............................................... 27
Statements of Changes in Net Assets .................................... 29
Financial Highlights ................................................... 32
Notes to Financial Statements .......................................... 34
Report of Independent Registered Public Accounting Firm ................ 46
Trustees and Officers of the Trust ..................................... 47
Disclosure of Fund Expenses ............................................ 50
Approval of the Investment Advisory and Investment Sub
Advisory Agreements ............................................... 52
Notice to Shareholders ................................................. 55
The RiverPark Funds file their complete schedules of fund holdings with the
Security and Exchange Commission (the "Commission") for the first and third
quarters of each fiscal year on Form N-Q within sixty days after the end of the
period. The Funds' Forms N-Q are available on the Commission's website at
http://www.sec.gov, and may be reviewed and copied at the Commission's Public
Reference Room in Washington, D.C. Information on the operation of the Public
Reference Room may be obtained by calling 1-800-SEC-0330.
A description of the policies and procedures that the Funds use to determine
how to vote proxies relating to fund securities, as well as information
relating to how a Fund voted proxies relating to fund securities during the
most recent period ended June 30 is available (i) without charge, upon request,
by calling 888-564-4517; and (ii) on the Commission's website at
http://www.sec.gov.
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MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK LARGE GROWTH FUND
For the fiscal year ended September 30, 2012, the RiverPark Large Growth Fund
gained 31.52% and 31.18% on its Institutional Class Shares and Retail Class
Shares, respectively, while the Russell 1000 Growth Index gained 29.19% and the
S&P 500 Index gained 30.20% .
Investment results for the Fiscal Year were not uniform across quarters. The
Institutional shares gained 9.02% for the December quarter, 20.09% for the
March quarter, lost 5.90% for the June quarter, and gained 6.76% in the
September quarter.
The Fund's investment results were not uniform across sectors. The Fund's best
performing sectors were Information Technology, Consumer Discretionary and
Financials. The Fund's worst performing sectors were Industrials, Energy and
Telecommunication Services. The Fund's best performers in the fiscal year were
Equinix, Apple and Monsanto. The Fund's worst performers were Verifone Systems,
Baidu, and Fossil.
The RiverPark Large Growth Fund seeks to make investments in securities of
large capitalization companies, which it defines as those in excess of $5
billion. The Fund invests in what it believes are exciting growth businesses
with significant long-term growth potential, but patiently waits for
opportunities to purchase these companies at attractive prices. RiverPark
believes the style is best described as a "value orientation toward growth".
RiverPark believes that the current market environment provides it with an
opportunity to own a diversified portfolio of growth stocks at attractive
valuations. We are cautiously optimistic that we can achieve our long-term
objective of realizing above average rates of return over the next few years.
THIS REPRESENTS THE MANAGER'S ASSESSMENT OF THE MARKET ENVIRONMENT AT A
SPECIFIC POINT IN TIME AND SHOULD NOT BE RELIED UPON BY THE READER AS RESEARCH
OR INVESTMENT ADVICE.
THE RUSSELL 1000 GROWTH INDEX MEASURES THE PERFORMANCE OF THE LARGE-CAP GROWTH
SEGMENT OF THE U.S. EQUITY UNIVERSE. IT INCLUDES THOSE RUSSELL 1000 INDEX
COMPANIES WITH HIGHER PRICE-TO-BOOK RATIOS AND HIGHER FORECASTED GROWTH VALUES.
THE S&P 500 INDEX IS AN UNMANAGED MARKET CAPITALIZATION VALUE WEIGHTED
COMPOSITE INDEX OF 500 STOCKS.
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1
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Comparison of Change in the Value of a $10,000 Investment in the RiverPark
Large Growth Fund, Retail Class Shares, versus the Russell 1000 Growth Index
and the S&P 500 Index
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AVERAGE ANNUAL RETURN FOR THE
PERIOD ENDED SEPTEMBER 30, 2012
------------------------------------------------
Annualized Inception
One Year Return to Date*
------------------------------------------------
Institutional Class Shares 31.52% 15.51%
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Retail Class Shares 31.18% 15.22%
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Russell 1000 Growth Index 29.19% 15.77%
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S&P 500 Index 30.20% 14.74%
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[LINE GRAPH]
Initial Investment Date 9/30/10 9/30/11 9/30/12
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RiverPark Large Growth Fund, Retail $10,000 $10,119 $13,275
Russell 1000 Growth Index $10,000 $10,378 $13,407
S&P 500 Index $10,000 $10,114 $13,169
* FUND COMMENCED OPERATIONS ON SEPTEMBER 30, 2010.
RETURNS SHOWN ABOVE ARE CALCULATED ASSUMING REINVESTMENT OF ALL DIVIDENDS AND
DISTRIBUTIONS. RETURNS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER
WOULD PAY ON DIVIDENDS OR DISTRIBUTIONS OR THE REDEMPTION OF SHARES FROM A
FUND. RETURNS REFLECT FEE WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THE
PERIOD; ABSENT FEE WAIVERS AND REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN
LOWER. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS.
THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL
FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN A SHAREHOLDER'S
ORIGINAL COST. PERFORMANCE OF THE INSTITUTIONAL CLASS SHARES DIFFERS DUE TO THE
DIFFERENCES IN EXPENSES.
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2
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MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK/WEDGEWOOD FUND
For the fiscal year ended September 30, 2012, the RiverPark/Wedgewood Fund
gained 34.50% and 34.17% on its Institutional Class Shares and Retail Class
Shares, respectively, while the Russell 1000 Growth Index gained 29.19% and the
S&P 500 Index gained 30.20% .
Investment results for the Fiscal Year were not uniform across quarters. The
Institutional shares gained 10.56% for December quarter, 18.23% for the March
quarter, lost 5.04% for the June quarter, and gained 8.35% in the September
quarter.
The Fund's investment results were not uniform across sectors. The Fund's best
performing sectors were Information Technology, Healthcare and Financials. The
Fund's worst performing sectors were Consumer Discretionary, Industrials and
Energy. The Fund's best performers in the fiscal year were Apple, Express
Scripts, and Google. The Fund's worst performers were Expeditors International,
Coach, and Charles Schwab.
The RiverPark/Wedgewood Fund seeks to make investments in about 19-21
companies, with market capitalizations in excess of $5 billion, which it
believes have above-average growth prospects. The Fund invests in businesses
that it believes are market leaders with a long-term sustainable competitive
advantage. It patiently waits for opportunities to purchase what it believes
are great businesses at attractive prices. While the Fund invests in growth it
believes that valuation is the key to generating attractive returns over the
long-term. Unlike most growth investors, the Fund's sub-advisor, Wedgewood
Partners Inc. ("Wedgewood"), is not a momentum investor but rather a contrarian
growth investor. Wedgewood is a firm that believes in investing as opposed to
trading and generally experiences an annual portfolio turnover of less than
50%. Wedgewood believes that the current market environment provides it with an
opportunity to own a portfolio of growth stocks at attractive valuations. We
are cautiously optimistic that we can achieve our long-term objective of
realizing above average rates of return over the next few years.
THIS REPRESENTS THE MANAGER'S ASSESSMENT OF THE MARKET ENVIRONMENT AT A
SPECIFIC POINT IN TIME AND SHOULD NOT BE RELIED UPON BY THE READER AS RESEARCH
OR INVESTMENT ADVICE.
THE RUSSELL 1000 GROWTH INDEX MEASURES THE PERFORMANCE OF THE LARGE-CAP GROWTH
SEGMENT OF THE U.S. EQUITY UNIVERSE. IT INCLUDES THOSE RUSSELL 1000 INDEX
COMPANIES WITH HIGHER PRICE-TO-BOOK RATIOS AND HIGHER FORECASTED GROWTH VALUES.
THE S&P 500 INDEX IS AN UNMANAGED MARKET CAPITALIZATION VALUE WEIGHTED
COMPOSITE INDEX OF 500 STOCKS.
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3
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Comparison of Change in the Value of a $10,000 Investment in the
RiverPark/Wedgewood Fund, Retail Class Shares, versus the Russell 1000 Growth
Index and the S&P 500 Index
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AVERAGE ANNUAL RETURN FOR THE
PERIOD ENDED SEPTEMBER 30, 2012
-------------------------------------------
Annualized Inception
One Year Return to Date*
-------------------------------------------
Institutional Class Shares 34.50% 17.91%
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Retail Class Shares 34.17% 17.63%
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Russell 1000 Growth Index 29.19% 15.77%
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S&P 500 Index 30.20% 14.74%
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[LINE GRAPH]
Initial Investment Date 9/30/10 9/30/11 9/30/12
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RiverPark/Wedgewood Fund, Retail $10,000 $10,312 $13,836
Russell 1000 Growth Index $10,000 $10,378 $13,407
S&P 500 Index $10,000 $10,114 $13,169
* FUND COMMENCED OPERATIONS ON SEPTEMBER 30, 2010.
RETURNS SHOWN ABOVE ARE CALCULATED ASSUMING REINVESTMENT OF ALL DIVIDENDS AND
DISTRIBUTIONS. RETURNS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER
WOULD PAY ON DIVIDENDS OR DISTRIBUTIONS OR THE REDEMPTION OF SHARES FROM A
FUND. RETURNS REFLECT FEE WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THE
PERIOD; ABSENT FEE WAIVERS AND REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN
LOWER. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS.
THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL
FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN A SHAREHOLDER'S
ORIGINAL COST. PERFORMANCE OF THE INSTITUTIONAL CLASS SHARES DIFFERS DUE TO THE
DIFFERENCES IN EXPENSES.
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4
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MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK SMALL CAP GROWTH FUND
For the fiscal year ended September 30, 2012, the RiverPark Small Cap Growth
Fund gained 18.31% and 18.16% on its Institutional Class Shares and Retail
Class Shares, respectively, while the Russell 2000 Growth Index gained 31.18%
and the Russell 2000 Index gained 31.91% .
Investment results for the Fiscal Year were not uniform through the quarters.
The Institutional shares gained 7.80% for the December quarter, 12.45% for the
March quarter, lost 5.92% for the June quarter, and gained 3.74% in the
September quarter.
The Fund's investment results were not uniform across sectors. The Fund's best
performing sectors were Consumer Discretionary, Information Technology and
Financials. The Fund's worst performing sectors were Consumer Staples,
Materials and Energy. The Fund's best performers in the fiscal year were
Dollarama, Amerigroup and Rentrak. The Fund's worst performers were Diamond
Foods, Accretive Health, and Polypore International.
The RiverPark Small Cap Growth Fund seeks to make investments in securities of
small capitalization companies, which it defines as those below $2.5 billion.
The Fund invests in what it believes are exciting growth businesses with
significant long-term growth potential, but patiently waits for opportunities
to purchase these companies at attractive prices. RiverPark believes the style
is best described as a "value orientation toward growth". RiverPark believes
that the current market environment provides it with an opportunity to own a
diversified portfolio of growth stocks at attractive valuations. While the
Fund's investment performance has lagged the Fund's benchmarks, we remain
cautiously optimistic that we can achieve our long-term objective of realizing
above average rates of return over the next few years.
THIS REPRESENTS THE MANAGER'S ASSESSMENT OF THE MARKET ENVIRONMENT AT A
SPECIFIC POINT IN TIME AND SHOULD NOT BE RELIED UPON BY THE READER AS RESEARCH
OR INVESTMENT ADVICE.
THE RUSSELL 2000 INDEX IS AN UNMANAGED INDEX COMPRISED OF 2,000 STOCKS OF U.S.
COMPANIES WITH SMALL MARKET CAPITALIZATION.
RUSSELL 2000 GROWTH INDEX MEASURES THE PERFORMANCE OF THOSE RUSSELL 2000
COMPANIES WITH HIGHER PRICE-TO-BOOK RATIOS AND HIGHER FORECASTED GROWTH VALUES.
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5
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Comparison of Change in the Value of a $10,000 Investment in the RiverPark
Small Cap Growth Fund, Retail Class Shares, versus the Russell 2000 Growth
Index and the Russell 2000 Index
-------------------------------------------
AVERAGE ANNUAL RETURN FOR THE
PERIOD ENDED SEPTEMBER 30, 2012
-------------------------------------------
Annualized Inception
One Year Return to Date*
-------------------------------------------
Institutional Class Shares 18.31% 6.73%
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Retail Class Shares 18.16% 6.47%
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Russell 2000 Growth Index 31.18% 13.87%
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Russell 2000 Index 31.91% 12.79%
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[LINE GRAPH]
Initial Investment Date 9/30/10 9/30/11 9/30/12
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RiverPark Small Cap Growth Fund, Retail $10,000 $9,594 $11,337
Russell 2000 Growth Index $10,000 $9,888 $12,971
Russell 2000 Index $10,000 $9,647 $12,725
* FUND COMMENCED OPERATIONS ON SEPTEMBER 30, 2010.
RETURNS SHOWN ABOVE ARE CALCULATED ASSUMING REINVESTMENT OF ALL DIVIDENDS AND
DISTRIBUTIONS. RETURNS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER
WOULD PAY ON DIVIDENDS OR DISTRIBUTIONS OR THE REDEMPTION OF SHARES FROM A
FUND. RETURNS REFLECT FEE WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THE
PERIOD; ABSENT FEE WAIVERS AND REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN
LOWER. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS.
THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL
FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN A SHAREHOLDER'S
ORIGINAL COST. PERFORMANCE OF THE INSTITUTIONAL CLASS SHARES DIFFERS DUE TO THE
DIFFERENCES IN EXPENSES.
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6
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MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK SHORT TERM HIGH YIELD FUND
For the fiscal year ended September 30, 2012, the RiverPark Short Term High
Yield Fund gained 5.32% and 4.88% on its Institutional Class Shares and Retail
Class Shares, respectively, while the BofA Merrill Lynch 1-3 Year U.S.
Corporate Bond Index gained 4.51% and the BofA Merrill Lynch 1-Year U.S.
Treasury Index gained 0.26% .
Investment results for the Fiscal Year were fairly uniform across quarters. The
Institutional shares gained 1.65% for the December quarter, 1.34% for the March
quarter, 1.02% for the June quarter, and 1.11% in the September quarter.
The Fund realized positive contributions from its investments in each of its
five categories of investment. The Fund realized a contribution to its
performance of 2.18% in its investments in the Short Term Maturity category,
1.90% in Redeemed Debt investments, 0.88% in Event-Driven, 0.60% in Cushion
Bonds and 0.59% in Strategic Recap investments.
The Fund continues to strive for an attractive yield while managing the
portfolio to a short average effective duration and what they perceive to be
limited credit risk. As of September 30, 2012, 67% of the Fund's invested
portfolio is expected to mature or be repaid within 90 days, while 88% of the
Fund's invested portfolio is expected to mature or be repaid within 12 months.
Over 66% of the invested portfolio is expected to be repaid as the result of a
corporate event (redemption or early retirement due to an acquisition or
recapitalization).
The RiverPark Short Term High Yield Fund focuses on short term high yield
securities for which they believe credit ratings do not accurately reflect a
company's ability to meet their short term credit obligations. The RiverPark
Short Term High Yield Fund seeks to make investments in fixed income securities
of companies that have announced or, in the opinion of the Fund's sub-advisor,
Cohanzick Management LLC ("Cohanzick"), will announce a funding event,
reorganization or other corporate event that they believe will have a positive
impact on a company's ability to repay their debt. Additionally, the Fund will
invest in securities in which it perceives there is limited near term risk of
default. In Cohanzick's view, the risks associated with investing in short term
high yield debt are very different from investing in long-dated paper in which
operating performance and business sustainability are of primary concern.
THIS REPRESENTS THE MANAGER'S ASSESSMENT OF THE MARKET ENVIRONMENT AT A
SPECIFIC POINT IN TIME AND SHOULD NOT BE RELIED UPON BY THE READER AS RESEARCH
OR INVESTMENT ADVICE.
THE BOFA MERRILL LYNCH 1-3 YEAR U.S. CORPORATE BOND INDEX IS AN UNMANAGED INDEX
COMPRISED OF U.S. DOLLAR DENOMINATED INVESTMENT GRADE CORPORATE DEBT SECURITIES
PUBLICLY ISSUED IN THE U.S. DOMESTIC MARKET WITH AT LEAST ONE YEAR REMAINING
TERM TO FINAL MATURITY.
THE BOFA MERRILL LYNCH 1-YEAR U.S. TREASURY INDEX TRACKS THE PERFORMANCE OF
U.S. DOLLAR DENOMINATED SOVEREIGN DEBT PUBLICLY ISSUED BY THE U.S. GOVERNMENT
IN ITS DOMESTIC MARKET WITH AT LEAST ONE YEAR REMAINING TERM TO FINAL
MATURITY.
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7
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Comparison of Change in the Value of a $10,000 Investment in the RiverPark
Short Term High Yield Fund, Retail Class Shares, versus the BofA Merrill Lynch
1-3 Year U.S. Corporate Bond Index and the BofA Merrill Lynch 1-Year U.S.
Treasury Index
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AVERAGE ANNUAL RETURN FOR THE
PERIOD ENDED SEPTEMBER 30, 2012
------------------------------------------
Annualized Inception
One Year Return to Date*
------------------------------------------
Institutional Class Shares 5.32% 4.24%
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Retail Class Shares 4.88% 3.97%
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BofA Merrill Lynch 1-3 Year U.S.
Corporate Bond Index 4.51% 2.94%
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BofA Merrill Lynch 1-Year U.S.
Treasury Index 0.26% 0.41%
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[LINE GRAPH]
Initial Investment Date 9/30/10 9/30/11 9/30/12
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RiverPark Short Term High Yield Fund,
Retail $10,000 $10,306 $10,809
BofA Merrill Lynch 1-3 Year Corporate
Bond Index $10,000 $10,141 $10,598
BofA Merrill Lynch 1-Year Treasury
Index $10,000 $10,055 $10,082
* FUND COMMENCED OPERATIONS ON SEPTEMBER 30, 2010.
RETURNS SHOWN ABOVE ARE CALCULATED ASSUMING REINVESTMENT OF ALL DIVIDENDS AND
DISTRIBUTIONS. RETURNS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER
WOULD PAY ON DIVIDENDS OR DISTRIBUTIONS OR THE REDEMPTION OF SHARES FROM A
FUND. RETURNS REFLECT FEE WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THE
PERIOD; ABSENT FEE WAIVERS AND REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN
LOWER. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS.
THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL
FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN A SHAREHOLDER'S
ORIGINAL COST. PERFORMANCE OF THE INSTITUTIONAL CLASS SHARES DIFFERS DUE TO THE
DIFFERENCES IN EXPENSES.
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8
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MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK LONG/SHORT OPPORTUNITY FUND
For the fiscal year ended September 30, 2012, the RiverPark Long/Short
Opportunity Fund gained 32.28% and 32.15% on its Institutional Class Shares and
Retail Class Shares, respectively, while the S&P 500 Index gained 30.20% and
the Morningstar Long/Short Equity Category gained 8.72% .(1) The average gross
and net exposures of the Fund for the fiscal year were 168% and 54% (long 111%,
short 57%), respectively.
Investment results for the partial Fiscal Year were not uniform across
quarters. The Institutional shares lost 3.60% for the June quarter and gained
5.19% in the September quarter.
The Fund's investment results were not uniform across sectors. From April 1,
2012 through September 30, 2012, the Fund's best performing sectors were
Information Technology, Consumer Discretionary and Materials. The Fund's worst
performing sectors were Consumer Staples, Energy and Industrials. The Fund's
best performers in the same partial fiscal year were Ebay, Equinix, and Google.
The Fund's worst performers were Verifone Systems, Fossil and Bankrate.
The RiverPark Long/Short Opportunity Fund seeks long-term capital appreciation
while managing downside volatility by investing long in equity securities that
the Fund's investment adviser believes have above-average growth prospects and
selling short equity securities the Adviser believes are competitively
disadvantaged over the long-term. The Fund is an opportunistic long/short
investment fund. The Fund's investment goal is to achieve above-average rates
of return with less volatility and less downside risk as compared to U.S.
equity markets.
THIS REPRESENTS THE MANAGER'S ASSESSMENT OF THE MARKET ENVIRONMENT AT A
SPECIFIC POINT IN TIME AND SHOULD NOT BE RELIED UPON BY THE READER AS RESEARCH
OR INVESTMENT ADVICE.
THE S&P 500 INDEX IS AN UNMANAGED MARKET CAPITALIZATION VALUE WEIGHTED
COMPOSITE INDEX OF 500 STOCKS.
THE MORNINGSTAR LONG/SHORT EQUITY CATEGORY PORTFOLIOS HOLD SIZABLE STAKES IN
BOTH LONG AND SHORT POSITIONS. SOME FUNDS THAT FALL INTO THIS CATEGORY ARE
MARKET NEUTRAL - DIVIDING THEIR EXPOSURE EQUALLY BETWEEN LONG AND SHORT
POSITIONS IN AN ATTEMPT TO EARN A MODEST RETURN THAT IS NOT TIED TO THE
MARKET'S FORTUNES. OTHER PORTFOLIOS THAT ARE NOT MARKET NEUTRAL WILL SHIFT
THEIR EXPOSURE TO LONG AND SHORT POSITIONS DEPENDING UPON THEIR MACRO OUTLOOK
OR THE OPPORTUNITIES THEY UNCOVER THROUGH BOTTOM-UP RESEARCH.
-------------------
(1) THE PERFORMANCE DATA FOR PERIODS PRIOR TO MARCH 30, 2012 IS THAT OF
RIVERPARK OPPORTUNITY FUND, LLC (THE'' PREDECESSOR FUND''). THE PREDECESSOR
FUND WAS NOT A REGISTERED MUTUAL FUND AND WAS NOT SUBJECT TO THE SAME
INVESTMENT AND TAX RESTRICTIONS AS THE FUND. IF IT HAD BEEN, THE PREDECESSOR
FUND'S PERFORMANCE MIGHT HAVE BEEN LOWER.
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9
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Comparison of Change in the Value of a $10,000 Investment in the RiverPark
Long/Short Opportunity Fund, Retail Class Shares, versus the S&P 500 Index and
Morningstar Long/Short Equity Category
--------------------------------------------------------------
AVERAGE ANNUAL RETURN FOR THE
PERIOD ENDED SEPTEMBER 30, 2012
---------------------------------------------------------------
Annualized 3 Year Annualized Inception
One Year Return* Return** to Date**
---------------------------------------------------------------
Institutional Class Shares* 32.28% 12.31% 12.31%
---------------------------------------------------------------
Retail Class Shares* 32.15% 12.27% 12.27%
---------------------------------------------------------------
S&P 500 Index 30.20% 13.20% 13.20%
---------------------------------------------------------------
Morningstar Long/Short Equity
Category 8.72% 2.14% 2.14%
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[LINE GRAPH]
Initial Investment Date 9/30/09 9/30/10 9/30/11 9/30/12
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RiverPark Long/Short Opportunity,
Retail $10,000 $10,242 $10,708 $14,151
S&P 500 Index $10,000 $11,016 $11,142 $14,507
Morningstar Long/Short Equity
Category $10,000 $10,160 $9,859 $10,655
* FUND COMMENCED OPERATIONS ON MARCH 30, 2012.
** THE PERFORMANCE DATA QUOTED FOR PERIODS PRIOR TO MARCH 30, 2012 IS THAT OF
THE PREDECESSOR FUND. THE PREDECESSOR FUND COMMENCED OPERATIONS PRIOR TO THE
PERIODS SHOWN. THE PREDECESSOR FUND WAS NOT A REGISTERED MUTUAL FUND AND WAS NOT
SUBJECT TO THE SAME INVESTMENT AND TAX RESTRICTIONS AS THE FUND. IF IT HAD BEEN,
THE PREDECESSOR FUND'S PERFORMANCE MIGHT HAVE BEEN LOWER. PERFORMANCE SHOWN FOR
PERIODS OF ONE YEAR AND GREATER ARE ANNUALIZED. INCEPTION DATE OF THE
PREDECESSOR FUND WAS SEPTEMBER 30, 2009.
FOR PERIODS AFTER MARCH 30, 2012, THE RETURNS SHOWN ABOVE ARE CALCULATED
ASSUMING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. RETURNS DO NOT
REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON DIVIDENDS OR
DISTRIBUTIONS OR THE REDEMPTION OF SHARES FROM A FUND. RETURNS REFLECT FEE
WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THE PERIOD; ABSENT FEE WAIVERS AND
REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN LOWER. RESULTS REPRESENT PAST
PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS. THE VALUE OF AN INVESTMENT IN
THE FUND AND THE RETURN ON INVESTMENT BOTH WILL FLUCTUATE AND REDEMPTION
PROCEEDS MAY BE HIGHER OR LOWER THAN A SHAREHOLDER'S ORIGINAL COST. PERFORMANCE
OF THE INSTITUTIONAL CLASS SHARES DIFFERS DUE TO THE DIFFERENCES IN EXPENSES.
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10
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MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK/GARGOYLE HEDGED VALUE FUND
For the fiscal year ended September 30, 2012, the RiverPark/Gargoyle Hedged
Value Fund gained 13.43% and 13.31% on its Institutional Class Shares and
Retail Class Shares, respectively, while the S&P 500 Index gained 30.20% and
the Russell 1000 Value Index gained 30.92% .(2) From May 1, 2012 through
September 30, 2012, the Fund's equities gained 0.64% and the Fund lost 0.44% in
its index option positions.
Investment results for the partial Fiscal Year were not uniform across
quarters. The Institutional shares lost 3.30% for the partial June quarter and
gained 3.10% in the September quarter.
The Fund's investment results were not uniform across sectors. From May 1, 2012
through September 30, 2012, the Fund's best performing sectors within its
equity portfolio were Healthcare, Energy and Consumer Discretionary. The Fund's
worst performing sectors within its equity portfolio were Information
Technology, Materials and Consumer Staples. The Fund's best equity performers
in the same partial fiscal year were MetroPCS Communications, Onyx
Pharmaceuticals, and HoyFrontier. The Fund's worst equity performers were
Advanced Micro Devices, Alpha Natural Resources and NII Holdings.
The RiverPark/Gargoyle Hedged Value Fund seeks long-term capital appreciation
while exposing investors to less risk than broad stock market indicies by
combining two investment strategies. First, the Fund intends to be fully
invested in equity securities of medium-large capitalization companies (the
"Stock Portfolio") that Gargoyle Investment Advisor LLC ("Gargoyle"), the
Fund's subadviser, believes are attractively priced relative to medium-large
capitalization stocks generally. Second, the Fund writes index call options
("Options Portfolio") against the Stock Portfolio in an effort to increase the
Fund's income, reduce the volatility of its returns and, in general, improve
the reward/risk of the Stock Portfolio. The Fund expects to maintain a net
market exposure of between 35% and 65%.
We are cautiously optimistic that we can achieve our long-term objective of
realizing above average rates of return over the next few years. Additionally,
the Fund believes that it can gain performance from its index option writing
activities while it also believes the options can decrease overall performance
volatility.
THIS REPRESENTS THE MANAGER'S ASSESSMENT OF THE MARKET ENVIRONMENT AT A
SPECIFIC POINT IN TIME AND SHOULD NOT BE RELIED UPON BY THE READER AS RESEARCH
OR INVESTMENT ADVICE.
THE S&P 500 INDEX IS AN UNMANAGED MARKET CAPITALIZATION VALUE WEIGHTED
COMPOSITE INDEX OF 500 STOCKS
THE RUSSELL 1000 VALUE INDEX MEASURES THE PERFORMANCE OF THE LARGE-CAP VALUE
SEGMENT OF THE U.S. EQUITY UNIVERSE. IT INCLUDES THOSE RUSSELL 1000 INDEX
COMPANIES WITH LOWER PRICE-TO-BOOK RATIOS AND LOWER EXPECTED GROWTH VALUES.
-------------------
(2) THE PERFORMANCE DATA FOR PERIODS PRIOR TO APRIL 30, 2012 IS THAT OF
GARGOYLE HEDGED VALUE FUND L.P. (THE" PREDECESSOR FUND"). THE PREDECESSOR FUND
WAS NOT A REGISTERED MUTUAL FUND AND WAS NOT SUBJECT TO THE SAME INVESTMENT AND
TAX RESTRICTIONS AS THE FUND. IF IT HAD BEEN, THE PREDECESSOR FUND'S
PERFORMANCE MIGHT HAVE BEEN LOWER.
--------------------------------------------------------------------------------
11
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
Comparison of Change in the Value of a $10,000 Investment in the
RiverPark/Gargoyle Hedged Value Fund, Retail Class Shares, versus the S&P 500
Index and the Russell 1000 Value Index
---------------------------------------------------------------------------------------------------
AVERAGE ANNUAL RETURN FOR THE PERIOD ENDED SEPTEMBER 30, 2012
---------------------------------------------------------------------------------------------------
Annualized 3 Year Annualized 5 Year Annualized 10 Annualized
One Year Return** Return** Return** Year Return** Inception to Date**
---------------------------------------------------------------------------------------------------
Institutional Class Shares* 13.43% 8.01% 1.20% 9.11% 7.25%
---------------------------------------------------------------------------------------------------
Retail Class Shares* 13.31% 7.97% 1.18% 9.10% 7.25%
---------------------------------------------------------------------------------------------------
S&P 500 Index 30.20% 13.20% 1.05% 8.01% 1.72%
---------------------------------------------------------------------------------------------------
Russell 1000 Value Index 30.92% 11.84% (0.90)% 8.17% 4.31%
---------------------------------------------------------------------------------------------------
[LINE GRAPH]
Initial Investment Date 5/1/87 9/30/03 9/30/04 9/30/05 9/30/06 9/30/07 9/30/08 9/30/09 9/30/10 9/30/11 9/30/12
------------------------------------------------------------------------------------------------------------------------------------
RiverPark/Gargoyle Hedged Value Fund,
Retail $10,000 $12,717 $14,982 $18,188 $20,527 $22,527 $17,582 $18,974 $22,038 $21,078 $23,860
S&P 500 Index $10,000 $12,439 $14,165 $15,900 $17,615 $20,511 $16,004 $14,898 $16,412 $16,600 $21,615
Russell 1000 Value Index $10,000 $12,437 $14,988 $17,489 $20,046 $22,943 $17,538 $15,676 $17,070 $16,748 $21,926
* FUND COMMENCED OPERATIONS ON APRIL 30, 2012.
** THE PERFORMANCE DATA QUOTED FOR PERIODS PRIOR TO APRIL 30, 2012 IS THAT OF
THE PREDECESSOR FUND. THE PREDECESSOR FUND COMMENCED OPERATIONS PRIOR TO THE
PERIODS SHOWN. THE PREDECESSOR FUND WAS NOT A REGISTERED MUTUAL FUND AND WAS NOT
SUBJECT TO THE SAME INVESTMENT AND TAX RESTRICTIONS AS THE FUND. IF IT HAD BEEN,
THE PREDECESSOR FUND'S PERFORMANCE MIGHT HAVE BEEN LOWER. PERFORMANCE SHOWN FOR
ONE YEAR AND GREATER ARE ANNUALIZED. THE PREDECESSOR FUND COMMENCED OPERATIONS
IN 1997. SUBSTANTIAL CHANGES WERE MADE TO THE STRATEGY IN JANUARY 2000,
CONSISTENT WITH THE STRATEGY OF THE FUND. PERFORMANCE RESULTS DURING YEARS 1997
THROUGH 1999 ARE AVAILABLE UPON REQUEST BY CALLING THE FUND AT 888-564-4517.
FOR PERIODS AFTER APRIL 30, 2012, THE RETURNS SHOWN ABOVE ARE CALCULATED
ASSUMING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. RETURNS DO NOT
REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON DIVIDENDS OR
DISTRIBUTIONS OR THE REDEMPTION OF SHARES FROM A FUND. RETURNS REFLECT FEE
WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THE PERIOD; ABSENT FEE WAIVERS AND
REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN LOWER. RESULTS REPRESENT PAST
PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS. THE VALUE OF AN INVESTMENT IN
THE FUND AND THE RETURN ON INVESTMENT BOTH WILL FLUCTUATE AND REDEMPTION
PROCEEDS MAY BE HIGHER OR LOWER THAN A SHAREHOLDER'S ORIGINAL COST. PERFORMANCE
OF THE INSTITUTIONAL CLASS SHARES DIFFERS DUE TO THE DIFFERENCES IN EXPENSES.
--------------------------------------------------------------------------------
12
[RiverPark Logo] RiverPark Large Growth Fund
September 30, 2012
--------------------------------------------------------------------------------
SECTOR WEIGHTING+
[BAR CHART]
Information Technology 29.2%
Consumer Discretionary 26.6%
Financials 17.4%
Time Deposit 7.6%
Energy 6.9%
Materials 5.1%
Telecommunications Services 2.8%
Health Care 2.4%
Industrials 2.0%
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE
(000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
COMMON STOCK -- 91.5%**
Consumer Discretionary -- 26.3%
Coach 7,550 $ 423
Discovery Communications, Cl C* 8,750 491
Dollar Tree* 13,950 673
Fossil* 2,780 236
Las Vegas Sands 10,040 466
McDonald's 4,070 373
priceline.com* 910 563
Ralph Lauren, Cl A 2,580 390
Starbucks 13,673 694
TripAdvisor* 5,160 170
Walt Disney 5,799 303
Wynn Resorts 2,350 271
-----
5,053
-----
Energy -- 6.8%
Cabot Oil & Gas 4,190 188
Devon Energy 4,050 245
National Oilwell Varco 4,775 382
Schlumberger 3,123 226
Southwestern Energy* 7,560 263
-----
1,304
-----
Financials -- 17.2%
American Express 7,627 433
Charles Schwab 19,100 244
CME Group, Cl A 4,640 266
IntercontinentalExchange* 1,880 251
KKR & Co., LP (a) 22,796 344
Mastercard, Cl A 587 265
TD Ameritrade Holding 16,640 256
The Blackstone Group LP (a) 62,730 896
Visa, Cl A 2,560 344
-----
3,299
-----
Health Care -- 2.4%
Intuitive Surgical* 550 273
Stericycle* 1,980 179
-----
452
-----
--------------------------------------------------------------------------------
SHARES/FACE
DESCRIPTION AMOUNT VALUE
(000) (000)
--------------------------------------------------------------------------------
Industrials - 2.0%
Precision Castparts 1,180 $ 193
United Parcel Service, Cl B 2,530 181
--------
374
--------
Information Tecnology - 29.0%
Alliance Data Systems* 3,950 561
Apple 1,340 894
Cognizant Technology Solutions, Cl A 9,510 665
eBay* 10,982 531
EMC* 18,657 509
Equinix* 2,460 507
Google, Cl A* 1,190 898
QUALCOMM 11,859 741
VeriFone Systems* 9,080 253
--------
5,559
--------
Materials - 5.0%
Ecolab 2,940 190
Monsanto 6,524 594
Praxair 1,740 181
--------
965
--------
Telecommunication Services - 2.8%
American Tower, Cl A REIT 3,950 282
SBA Communications, Cl A* 4,127 260
--------
542
--------
Total Common Stock
(Cost $16,287) (000) 17,548
--------
TIME DEPOSIT - 7.5%
Brown Brothers, 0.030% (b) $ 1,448 1,448
(Cost $1,448) (000) --------
Total Investments - 99.0%
(Cost $17,735) (000) $ 18,996
========
As of September 30, 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 $19,187 (000).
* Non-income producing security.
** More narrow industries are utilized for compliance purposes, whereas broad
sectors are utilized for reporting purposes.
(a) Security considered Master Limited Partnership. At September 30, 2012,
these securities amounted to $1,240 (000) or 6.5% of Net Assets.
(b) Rate shown is the simple yield as of September 30, 2012.
Cl -- Class
LP -- Limited Partnership
REIT -- Real Estate Investment Trust
--------------------------------------------------------------------------------
13
The accompanying notes are an integral part of the financial statements.
[RiverPark Logo] RiverPark/Wedgewood Fund
September 30, 2012
--------------------------------------------------------------------------------
SECTOR WEIGHTING+
[BAR CHART]
Information Technology 30.1%
Health Care 20.1%
Financials 19.8%
Industrials 11.9%
Time Deposit 7.3%
Energy 6.6%
Consumer Discretionary 4.2%
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE
(000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
COMMON STOCK -- 92.9%**
Consumer Discretionary -- 4.3%
Coach 345,000 $19,327
-------
Energy -- 6.6%
National Oilwell Varco 171,000 13,699
Schlumberger 224,000 16,202
-------
29,901
-------
Financials -- 19.8%
American Express 310,000 17,627
Berkshire Hathaway, Cl B* 399,000 35,192
Charles Schwab 1,384,000 17,701
Visa, Cl A 143,000 19,202
-------
89,722
-------
Health Care -- 20.1%
Express Scripts Holding* 440,000 27,575
Gilead Sciences* 247,000 16,383
Perrigo 120,000 13,940
Stericycle* 161,000 14,573
Varian Medical Systems* 311,000 18,760
-------
91,231
-------
Industrials -- 11.9%
Cummins 256,000 23,606
Expeditors International of
Washington 437,000 15,889
Verisk Analytics, Cl A* 303,000 14,426
-------
53,921
-------
Information Technology -- 30.2%
Apple 57,000 38,034
Cognizant Technology
Solutions, Cl A* 328,000 22,934
EMC* 582,000 15,871
Google, Cl A* 43,000 32,443
QUALCOMM 435,000 27,183
-------
136,465
-------
Total Common Stock
(Cost $378,149) (000) 420,567
-------
--------------------------------------------------------------------------------
FACE
DESCRIPTION AMOUNT VALUE
(000) (000)
--------------------------------------------------------------------------------
TIME DEPOSITS -- 7.4%
Brown Brothers, 0.030% (a) $33,177 $33,177
(Cost $33,177) (000) ------
Total Investments ----- 100.3%
(Cost $411,326) (000) $ 435,744
=========
As of September 30, 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 $452,598 (000).
* Non-income producing security.
** More narrow industries are utilized for compliance purposes, whereas
broad sectors are utilized for reporting purposes.
(a) Rate shown is the simple yield as of September 30, 2012.
Cl -- Class
--------------------------------------------------------------------------------
14
The accompanying notes are an integral part of the financial statements.
[RiverPark Logo] RiverPark Small Cap Growth Fund
September 30, 2012
--------------------------------------------------------------------------------
SECTOR WEIGHTING+
[BAR CHART]
Information Technology 33.2%
Consumer Discretionary 19.4%
Financials 13.0%
Health Care 9.4%
Industrials 8.0%
Time Deposit 4.6%
Energy 4.0%
Consumer Staples 3.9%
Telecommunications Services 3.5%
Utilities 1.0%
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE
(000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
COMMON STOCK ----- 95.9%**
Consumer Discretionary -- 19.5%
Dollarama 3,338 $ 213
HomeAway* 3,900 91
HSN 2,239 110
Imax* 5,000 100
National CineMedia 7,140 117
Rentrak* 9,180 155
Steiner Leisure* 1,444 67
Vail Resorts 1,416 82
-------
935
-------
Consumer Staples -- 3.9%
Annie's* 1,700 76
Darling International* 6,185 113
-------
189
-------
Energy -- 4.0%
CARBO Ceramics 1,147 72
Clean Energy Fuels* 4,746 63
Gevo* 5,535 12
Southern Pacific Resource* 31,900 45
-------
192
-------
Financials -- 13.1%
BBCN Bancorp* 6,220 79
CapLease REIT 15,540 80
Coresite Realty REIT 3,630 98
DuPont Fabros Technology REIT 2,530 64
EverBank Financial 6,000 83
Stifel Financial* 2,082 70
Walker & Dunlop* 5,238 80
Zillow, Cl A* 1,760 74
-------
628
-------
--------------------------------------------------------------------------------
SHARES/FACE
DESCRIPTION AMOUNT VALUE
(000) (000)
--------------------------------------------------------------------------------
Health Care -- 9.4%
Accretive Health* 11,015 $ 123
athenahealth* 472 43
Cubist Pharmaceuticals* 1,000 48
HMS Holdings* 2,700 90
MAKO Surgical* 4,665 81
Volcano* 2,359 68
----
453
----
Industrials -- 6.1%
Clean Harbors* 1,268 62
Genesee & Wyoming, Cl A* 1,288 86
Hardinge 6,900 71
Polypore International* 2,050 72
----
291
----
Information Technology -- 35.3%
Bankrate* 7,740 121
CommVault Systems* 900 53
Cornerstone OnDemand* 1,800 55
CoStar Group* 1,127 92
Exa* 4,500 49
Fortinet* 3,900 94
Imagination Technologies Group* 6,000 46
InterXion Holding* 5,500 125
Liquidity Services* 1,850 93
LogMeIn* 2,875 64
MoneyGram International* 5,200 77
PDF Solutions* 8,677 119
QLIK Technologies* 3,100 69
Sapient* 14,900 159
Stamps.com* 7,432 172
TechTarget* 12,901 76
TiVo* 13,682 143
Vocus* 4,169 84
-----
1,691
-----
Telecommunication Services -- 3.6%
SBA Communications, Cl A* 1,658 104
Vonage Holdings* 29,300 67
-----
171
-----
Utilities -- 1.0%
GWR Global Water Resources* 16,600 47
-----
Total Common Stock
(Cost $4,290) (000) 4,597
-----
TIME DEPOSIT -- 4.6%
Brown Brothers, 0.030% (a) $ 222 222
(Cost $222) (000) -----
Total Investments -- 100.5%
(Cost $4,512) (000) $4,819
------
--------------------------------------------------------------------------------
15
The accompanying notes are an integral part of the financial statements.
[RiverPark Logo] RiverPark Small Cap Growth Fund
September 30, 2012
--------------------------------------------------------------------------------
As of September 30, 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 $4,794 (000).
* Non-income producing security.
** More narrow industries are utilized for compliance purposes, whereas broad
sectors are utilized for reporting purposes.
(a) Rate shown is the simple yield as of September 30, 2012.
Cl -- Class
REIT -- Real Estate Investment Trust
--------------------------------------------------------------------------------
16
The accompanying notes are an integral part of the financial statements.
[RiverPark Logo] RiverPark Short Term High Yield Fund
September 30, 2012
--------------------------------------------------------------------------------
SECTOR WEIGHTING+
[BAR CHART]
Corporate Obligations 82.4%
Convertible Bonds 13.1%
Bank Loan Obligations 3.4%
Preferred Stock 1.1%
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
FACE
DESCRIPTION AMOUNT VALUE
(000) (000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
CORPORATE OBLIGATIONS -- 82.7%
Consumer Discretionary -- 23.7%
AMC Entertainment
8.000%, 03/01/14 $ 6,217 $ 6,225
Avis Budget Car Rental
2.935%, 05/15/14 (a) 2,300 2,300
Baker & Taylor
11.500%, 07/01/13 (b) 1,247 1,253
Collective Brands
8.250%, 08/01/13 154 155
Gray Television
10.500%, 06/29/15 8,600 9,363
Hanesbrands
4.113%, 12/15/14 (a) 1,624 1,625
K Hovnanian Enterprises
10.625%, 10/15/16 10,960 11,940
Nielsen Finance
11.625%, 02/01/14 2,911 3,297
11.500%, 05/01/16 3,096 3,475
Peninsula Gaming
8.375%, 08/15/15 6,965 7,313
------
46,946
------
Consumer Staples -- 5.6%
Beverages & More
9.625%, 10/01/14 (b) 2,000 2,070
Dole Food
13.875%, 03/15/14 850 960
Reynolds Group Issuer
7.750%, 10/15/16 5,175 5,408
Vector Group
11.000%, 08/15/15 2,521 2,638
------
11,076
------
Energy -- 2.8%
Bristow Group
7.500%, 09/15/17 3,192 3,328
McMoRan Exploration
11.875%, 11/15/14 2,100 2,221
------
5,549
------
--------------------------------------------------------------------------------
FACE
DESCRIPTION AMOUNT VALUE
(000) (000)
--------------------------------------------------------------------------------
Financials -- 4.4%
HUB International Holdings
10.250%, 06/15/15 (b) $ 2,100 $ 2,166
9.000%, 12/15/14 (b) 3,725 3,827
Leucadia National
7.000%, 08/15/13 2,650 2,766
-------
8,759
-------
Health Care -- 5.7%
Angiotech Pharmaceuticals
5.000%, 12/01/13 (a) 5,000 4,994
Elan Finance
8.750%, 10/15/16 5,750 6,305
-------
11,299
-------
Industrials -- 13.3%
American Axle & Manufacturing
5.250%, 02/11/14 250 264
Casella Waste Systems
11.000%, 07/15/14 3,400 3,608
Cenveo
7.875%, 12/01/13 1,500 1,502
Continental Airlines Pass-Through
Trust
6.940%, 10/15/13 84 84
Corrections Corp of America
6.750%, 01/31/14 4,075 4,079
Intertape Polymer US
8.500%, 08/01/14 1,421 1,428
NXP BV
3.205%, 10/15/13 (a) 615 616
Ply Gem Industries
13.125%, 07/15/14 7,900 8,473
SGS International
12.000%, 12/15/13 4,308 4,367
United Air Lines
9.875%, 08/01/13 (b) 1,800 1,849
-------
26,270
-------
Information Technology -- 5.0%
Alion Science and Technology
12.000%, 11/01/14 125 118
Computer Sciences
5.000%, 02/15/13 475 483
Stratus Technologies Bermuda
12.000%, 03/29/15 3,458 3,233
ViaSat
8.875%, 09/15/16 5,600 6,034
-------
9,868
Materials -- 13.5% -------
American Pacific
9.000%, 02/01/15 2,081 2,139
--------------------------------------------------------------------------------
17
The accompanying notes are an integral part of the financial statements.
[RiverPark Logo] RiverPark Short Term High Yield Fund
September 30, 2012
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FACE
DESCRIPTION AMOUNT VALUE
(000) (000)
--------------------------------------------------------------------------------
Appleton Papers
10.500%, 06/15/15 (b) $ 3,700 $ 3,950
Edgen Murray
12.250%, 01/15/15 2,960 3,174
Neenah Paper
7.375%, 11/15/14 2,824 2,860
NOVA Chemicals
3.855%, 11/15/13 (a) 4,642 4,648
Ryerson Holding
0.000%, 02/01/15 (c) 8,200 5,843
Teck Resources
10.750%, 05/15/19 3,444 4,155
------
26,769
------
Telecommunication Services -- 6.0%
Crown Castle International
9.000%, 01/15/15 1,400 1,509
Digicel Group
9.125%, 01/15/15 (b) 8,151 8,376
Fox Acquisition Sub
13.375%, 07/15/16 (b) 1,750 1,882
------
11,767
------
Utilities -- 2.7%
NRG Energy
7.375%, 01/15/17 5,120 5,331
------
Total Corporate Obligations
(Cost $163,429) (000) 163,634
-------
CONVERTIBLE BONDS -- 13.1%
Albany International
3.250%, 03/15/26 3,217 3,209
CapLease
7.500%, 10/01/27 (b) (d) 2,978 2,978
Euronet Worldwide
3.500%, 10/15/25 3,800 3,805
Exterran Energy
4.750%, 01/15/14 3,800 3,807
Icahn Enterprises LP
4.000%, 08/15/13 (a) (d) 7,155 7,191
NRFC NNN Holdings
11.500%, 06/15/13 (b) 2,250 2,403
PMC - Sierra
2.250%, 10/15/25 750 754
Rentech
4.000%, 04/15/13 1,906 1,887
------
Total Convertible Bonds
(Cost $25,940) (000) 26,034
------
--------------------------------------------------------------------------------
SHARES/FACE
DESCRIPTION AMOUNT VALUE
(000) (000)
--------------------------------------------------------------------------------
PREFERRED STOCK -- 1.1%
CorTS Trust for SunAmerica
Debentures
6.700%, 07/31/97 21,180 $ 535
HJ Heinz Finance
8.000%, 07/15/13 (b) 15 1,583
------
Total Preferred Stock
(Cost $2,154) (000) 2,118
------
BANK LOAN OBLIGATIONS -- 3.4%
DigitalGlobe
0.000%, 10/12/18 (d) (e) $ 2,002 2,007
Newport Television
9.000%, 09/14/16 4,815 4,824
------
Total Bank Loan Obligations
(Cost $6,851) (000) 6,831
------
TIME DEPOSIT -- 5.7%
Brown Brothers, 0.030% (f) 11,255 11,255
(Cost $11,255) (000) ------
Total Investments -- 106.0%
(Cost $209,629) (000) $209,872
========
As of September 30, 2012, all of the Fund's investments were considered level 2
except for the Preferred Stock, which was 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 $197,925 (000).
(a) Variable rate security - Rate disclosed is the rate in effect on September
30, 2012.
(b) Securities sold within terms of a private placement memorandum, exempt
from registration under Section 144A of the Securities Act of 1933, as
amended, and may be sold only to dealers in that program or other
"accredited investors." These securities have been determined to be liquid
under guidelines established by the Board of Trustees.
(c) Zero coupon security. The rate reported on the Schedule of Investments is
the effective yield at time of purchase.
(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 September 30, 2012, was $12,176 (000) and represented 6.2%
of Net Assets.
(e) Unsettled bank loan. Interest rate not available as of September 30, 2012.
(f) Rate shown is the simple yield as of September 30, 2012.
LP -- Limited Partnership
--------------------------------------------------------------------------------
18
The accompanying notes are an integral part of the financial statements.
[RiverPark Logo] RiverPark Long/Short Opportunity Fund
September 30, 2012
--------------------------------------------------------------------------------
SECTOR WEIGHTING+
[BAR CHART]
Information Technology 35.4%
Consumer Discretionary 29.5%
Financials 17.3%
Energy 6.7%
Materials 3.5%
Health Care 3.0%
Telecommunications Services 2.8%
Industrials 0.9%
Time Deposit 0.9%
Purchase Option 0.0%
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE
(000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
COMMON STOCK ----- 99.0%**
Consumer Discretionary -- 29.5%
Coach (c) 11,380 $ 637
Discovery Communications,
Cl C* (c) 8,040 451
Dollar Tree* (c) 15,446 746
Dollarama 5,735 366
Fossil* (c) 3,800 322
Imax* (c) 13,920 277
Las Vegas Sands 15,440 716
McDonald's 5,085 467
priceline.com* (c) 1,096 678
Ralph Lauren, Cl A (c) 2,678 405
Rentrak* (c) 20,925 354
Starbucks (c) 12,327 626
TripAdvisor* 6,600 217
Vail Resorts 4,567 263
Walt Disney (c) 5,190 271
Wynn Resorts 3,180 367
-----
7,163
-----
Energy -- 6.7%
Cabot Oil & Gas 4,950 222
Devon Energy 5,880 356
Gevo* (c) 18,902 40
National Oilwell Varco (c) 4,820 386
Schlumberger (c) 3,450 250
Southwestern Energy* (c) 10,890 379
-----
1,633
-----
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE
(000)
--------------------------------------------------------------------------------
Financials -- 17.3%
American Express (c) 6,813 $ 387
Charles Schwab (c) 17,340 222
CME Group, Cl A 6,300 361
EverBank Financial (c) 26,420 364
IntercontinentalExchange* 1,707 228
KKR & Co., LP (a) (c) 27,480 415
Mastercard, Cl A (c) 709 320
TD Ameritrade Holding 25,668 394
The Blackstone Group LP (a) 81,773 1,168
Visa, Cl A (c) 2,610 350
-----
4,209
-----
Health Care -- 3.0%
Accretive Health* (c) 23,000 256
HMS Holdings* (c) 2,030 68
Intuitive Surgical* 699 347
MAKO Surgical* (c) 2,840 49
-----
720
-----
Industrials -- 0.8%
Precision Castparts (c) 1,279 209
-----
Information Technology -- 36.9%
Alliance Data Systems* (c) 4,254 604
American Tower, Cl A REIT 5,037 360
Apple (c) 1,672 1,116
Bankrate* 39,660 618
Cognizant Technology Solutions,
Cl A* (c) 7,500 524
eBay* 12,892 624
EMC* 21,382 583
Equinix* 3,245 669
Google, Cl A* (c) 1,380 1,041
Liquidity Services* (c) 4,520 227
MoneyGram International* 14,860 222
QUALCOMM (c) 15,341 959
Sapient* (c) 32,702 349
Stamps.com* (c) 19,170 443
TiVo* (c) 28,280 295
VeriFone Systems* (c) 11,646 324
-----
8,958
-----
Materials -- 3.5%
Ecolab 2,915 189
Monsanto 7,260 661
-----
850
-----
Telecommunication Services -- 1.3%
SBA Communications, Cl A* 4,945 311
-----
Total Common Stock
(Cost $23,713) (000) 24,053
------
--------------------------------------------------------------------------------
19
The accompanying notes are an integral part of the financial statements.
[RiverPark Logo] RiverPark Long/Short Opportunity Fund
September 30, 2012
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SHARES/FACE
DESCRIPTION AMOUNT VALUE
(000) (000)
--------------------------------------------------------------------------------
PURCHASED OPTION -- 0.0%
Travelzoo, Call Option, Expires
Expires 01/19/2013, Strike Price
$30* 250 $ 15
------
Total Purchased Option
(Cost $80) (000) 15
------
TIME DEPOSIT -- 0.9%
Brown Brothers, 0.030% (b) $ 211 211
(Cost $211) (000) ------
Total Investments -- 99.9%
(Cost $24,004) (000) $24,279
=======
SCHEDULE OF SECURITIES SOLD SHORT
COMMON STOCK --(52.1)%
Consumer Discretionary -- (17.0)%
Apollo Group, Cl A* (8,240) $ (239)
Bally Technologies* (2,160) (107)
Barnes & Noble* (18,420) (235)
Best Buy (3,225) (56)
DeVry (3,930) (89)
DIRECTV* (3,150) (165)
DISH Network, Cl A (4,526) (139)
GameStop, Cl A (15,190) (319)
Gannett (19,907) (353)
Garmin (9,530) (398)
GNC Holdings, Cl A (5,990) (233)
International Game Technology (10,490) (137)
JC Penney (8,960) (218)
Kohl's (1,640) (84)
Netflix* (3,400) (185)
Panasonic ADR (13,437) (88)
Regal Entertainment Group, Cl A (16,315) (230)
Staples (9,468) (109)
Strayer Education (3,460) (223)
Thomson Reuters (9,490) (274)
Weight Watchers International (4,600) (243)
-------
(4,124)
-------
Consumer Staples -- (6.5)%
CVS Caremark (3,470) (168)
Green Mountain Coffee Roasters* (15,700) (373)
Kroger (11,820) (278)
Loblaw (9,659) (336)
Safeway (10,331) (166)
Walgreen (7,440) (271)
-------
(1,592)
-------
Energy -- (0.4)%
First Solar* (4,270) (94)
-------
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE
(000)
--------------------------------------------------------------------------------
Financials -- (2.9)%
KBW (20,220) $ (333)
Legg Mason (7,320) (181)
Progressive (9,330) (193)
-------
(707)
-------
Health Care -- (1.0)%
Cerner* (1,700) (132)
Pfizer (4,540) (113)
-------
(245)
-------
Industrials -- (8.8)%
CH Robinson Worldwide (2,770) (162)
Delta Air Lines* (14,190) (130)
General Dynamics (2,710) (179)
Huntington Ingalls Industries* (5,370) (226)
Iron Mountain (14,190) (484)
Lockheed Martin (2,270) (212)
Nielsen Holdings* (8,900) (267)
Northrop Grumman (3,980) (264)
Pitney Bowes (7,080) (98)
United Continental Holdings* (6,420) (125)
-------
(2,147)
-------
Information Technology -- (14.7)%
Activision Blizzard (40,070) (452)
Amazon.com* (460) (117)
Cisco Systems (6,290) (120)
Corning (14,335) (188)
Dell (17,791) (175)
Electronic Arts* (10,710) (136)
Facebook, Cl A* (6,070) (131)
Flextronics International* (53,155) (319)
Hewlett-Packard (16,535) (282)
Intel (10,170) (231)
Juniper Networks* (9,910) (170)
Linear Technology (3,240) (103)
MICROS Systems* (4,650) (229)
Microsoft (11,590) (345)
RealD* (25,150) (225)
Riverbed Technology* (5,340) (124)
Seagate Technology (3,700) (115)
Western Digital (2,700) (105)
-------
(3,567)
-------
Telecommunication Services -- (0.8)%
Vivendi (9,479) (185)
-------
Total Common Stock
(Proceeds $12,926) (000) (12,661)
--------
Total Securities Sold Short
(Proceeds $12,926) (000) $(12,661)
=========
--------------------------------------------------------------------------------
20
The accompanying notes are an integral part of the financial statements.
[RiverPark Logo] RiverPark Long/Short Opportunity Fund
September 30, 2012
--------------------------------------------------------------------------------
The following is a summary of the inputs used as of September
30, 2012, in valuing the Fund's investments carried at value ($
Thousands):
Investments in
Securities Level 1 Level 2 Level 3 Total
------- ------- ------- ------
Common Stock $24,053 $ -- $ -- $24,053
Purchased Option 15 -- -- 15
Time Deposit -- 211 -- 211
Total Investments in ------- ------- ------- ------
Securities $24,068 $ 211 $ -- $24,279
======= ======= ======= =======
Liabilities Level 1 Level 2 Level 3 Total
------- ------- ------- ------
Common Stock $(12,661) $ -- $ -- $(12,661)
Total Securities Sold ------- ------- ------- ------
Short $(12,661) $ -- $ -- $(12,661)
======= ======= ======= =======
Other Financial
Instruments Level 1 Level 2 Level 3 Total
------- ------- ------- ------
Total Return
Swaps $ -- $ -- $ -- $ --
Total Other Financial ------- ------- ------- ------
Instruments $ -- $ -- $ -- $ --
======= ======= ======= =======
Please see Note 2 in Notes to Financial Statements for further
information regarding fair value measurements.
--------------------------------------------------------------------------------
21
The accompanying notes are an integral part of the financial statements.
[RiverPark Logo] RiverPark Long/Short Opportunity Fund
September 30, 2012
--------------------------------------------------------------------------------
A list of open swap agreements held by the Fund at September 30, 2012, was as
follows:
------------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN SWAPS
------------------------------------------------------------------------------------------------------------------------------------
NET UNREALIZED
(DEPRECIATION)
NOTIONAL AMOUNT APPRECIATION
COUNTERPARTY REFERENCE ENTITY/OBLIGATION FUND PAYS FUND RECEIVES TERMINATION DATE (THOUSANDS) ($THOUSANDS)
------------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs Accretive Health Fixed Nominal Total Return 08/20/13 95 $ -
Goldman Sachs Alliance Data Systems Fixed Nominal Total Return 09/10/13 116 -
Goldman Sachs American Express Fixed Nominal Total Return 08/23/13 45 -
Goldman Sachs Apple Fixed Nominal Total Return 06/19/13 67 -
Goldman Sachs Charles Schwab Fixed Nominal Total Return 09/10/13 107 -
Goldman Sachs Coach Fixed Nominal Total Return 08/23/13 13 -
Goldman Sachs Cognizant Technology Solutions Fixed Nominal Total Return 05/24/13 185 -
Goldman Sachs Discovery Communications Fixed Nominal Total Return 05/24/13 90 -
Goldman Sachs Dollar Tree Fixed Nominal Total Return 08/21/13 111 -
Goldman Sachs EverBank Financial Fixed Nominal Total Return 08/23/13 39 -
Goldman Sachs Fossil Fixed Nominal Total Return 06/04/13 12 -
Goldman Sachs Gevo Fixed Nominal Total Return 05/29/13 11 -
Goldman Sachs Google Fixed Nominal Total Return 05/17/13 185 -
Goldman Sachs HMS Holdings Fixed Nominal Total Return 05/29/13 127 -
Goldman Sachs Imax Fixed Nominal Total Return 05/29/13 14 -
Goldman Sachs KKR & Co., LP Fixed Nominal Total Return 05/24/13 45 -
Goldman Sachs Liquidity Services Fixed Nominal Total Return 08/23/13 40 -
Goldman Sachs MAKO Surgical Fixed Nominal Total Return 05/29/13 217 -
Goldman Sachs Mastercard Fixed Nominal Total Return 09/03/13 45 -
Goldman Sachs National Oilwell Varco Fixed Nominal Total Return 05/24/13 136 -
Goldman Sachs Precision Castparts Fixed Nominal Total Return 06/04/13 18 -
Goldman Sachs Priceline.com Fixed Nominal Total Return 06/04/13 80 -
Goldman Sachs QUALCOMM Fixed Nominal Total Return 05/24/13 108 -
Goldman Sachs Ralph Lauren Fixed Nominal Total Return 06/04/13 21 -
Goldman Sachs Rentrak Fixed Nominal Total Return 05/29/13 14 -
Goldman Sachs Sapient Fixed Nominal Total Return 06/19/13 49 -
Goldman Sachs Schlumberger Fixed Nominal Total Return 09/03/13 36 -
Goldman Sachs Southwestern Energy Fixed Nominal Total Return 06/04/13 27 -
Goldman Sachs Stamps.com Fixed Nominal Total Return 05/24/13 51 -
Goldman Sachs Starbucks Fixed Nominal Total Return 05/28/13 239 -
Goldman Sachs TiVo Fixed Nominal Total Return 05/29/13 84 -
Goldman Sachs Verifone Systems Fixed Nominal Total Return 06/19/13 22 -
Goldman Sachs Visa Fixed Nominal Total Return 06/04/13 31 -
Goldman Sachs Walt Disney Fixed Nominal Total Return 06/19/13 61 -
-----------
$ -
===========
Percentages are based on Net Assets of $24,296 (000).
* Non-income producing security.
** More narrow industries are utilized for compliance purposes, whereas broad
sectors are utilized for reporting purposes.
(a) Securities considered Master Limited Partnership. At September 30, 2012,
these securities amounted to $1,583 (000) or 6.5% of Net Assets.
(b) Rate shown is the simple yield as of September 30, 2012.
(c) Underlying security for a total return swap.
ADR -- American Depositary Receipt
Cl -- Class
LP -- Limited Partnership
REIT -- Real Estate Investment Trust
--------------------------------------------------------------------------------
22
The accompanying notes are an integral part of the financial statements.
[RiverPark Logo] RiverPark/Gargoyle Hedged Value Fund
September 30, 2012
--------------------------------------------------------------------------------
SECTOR WEIGHTING+
[BAR CHART]
Information Technology 21.2%
Financials 16.1%
Consumer Discretionary 15.8%
Health Care 13.7%
Industrials 9.6%
Energy 8.5%
Consumer Staples 5.5%
Materials 5.0%
Telecommunications Services 4.4%
Time Deposit 0.2%
+ Percentages are based on total investments. Excludes written
options.
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE
(000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
COMMON STOCK -- 100.9%
Consumer Discretionary -- 15.9%
Apollo Group, Cl A* 4,160 $ 121
Best Buy 10,910 188
Cablevision Systems, Cl A 10,863 172
Comcast, Cl A 8,255 295
Dana Holding 9,950 123
Dillard's, Cl A 3,100 224
DreamWorks Animation SKG, Cl A* 6,692 129
GameStop, Cl A 11,490 241
Hanesbrands* 8,103 258
MGM Resorts International* 19,858 213
Netflix* 469 26
Royal Caribbean Cruises 7,112 215
TRW Automotive Holdings* 5,292 231
Whirlpool 3,856 320
-----
2,756
-----
Consumer Staples -- 5.6%
Green Mountain Coffee Roasters* 6,760 160
Kroger 8,180 192
Safeway 13,410 216
Smithfield Foods* 10,937 215
Tyson Foods, Cl A 11,465 184
-----
967
-----
Energy -- 8.8%
Arch Coal 12,559 80
ConocoPhillips 3,686 211
CVR Energy* 9,775 359
First Solar* 1,850 41
HollyFrontier 8,145 336
Marathon Oil 2,908 86
Peabody Energy 9,640 215
Tesoro 4,752 199
-----
1,527
-----
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE
(000)
--------------------------------------------------------------------------------
Financials -- 16.3%
American International Group* 7,370 $ 242
Bank of New York Mellon 9,318 211
Capital One Financial 4,639 265
Citigroup 8,117 266
CME Group, Cl A 3,790 217
CNO Financial Group 21,503 207
Erie Indemnity, Cl A 1,901 122
Hartford Financial Services Group 7,216 140
Legg Mason 7,425 183
Leucadia National 10,584 241
Morgan Stanley 12,030 201
NASDAQ OMX Group 6,704 156
Prudential Financial 3,100 169
Reinsurance Group of America,
Cl A 3,484 202
-----
2,822
-----
Health Care -- 13.8%
Allscripts Healthcare Solutions* 19,310 240
Amgen 2,460 207
Boston Scientific* 34,459 198
Celgene* 3,148 241
Community Health Systems* 9,770 285
Eli Lilly 5,633 267
Medtronic 5,342 230
Myriad Genetics* 4,777 129
Omnicare 5,195 176
Thoratec* 7,087 245
Warner Chilcott, Cl A 12,673 171
-----
2,389
-----
Industrials -- 9.7%
AECOM Technology* 11,100 235
Delta Air Lines* 7,650 70
Manpower 5,979 220
Northrop Grumman 3,047 202
Oshkosh* 6,655 183
RR Donnelley & Sons 19,987 212
Southwest Airlines 21,680 190
Timken 4,600 171
United Continental Holdings* 9,848 192
-----
1,675
-----
--------------------------------------------------------------------------------
23
The accompanying notes are an integral part of the financial statements.
[RiverPark Logo] RiverPark/Gargoyle Hedged Value Fund
September 30, 2012
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SHARES/FACE
DESCRIPTION AMOUNT VALUE
(000) (000)
--------------------------------------------------------------------------------
Information Technology -- 21.3%
Activision Blizzard 18,321 $ 207
AOL* 5,456 192
Applied Materials 14,318 160
Computer Sciences 8,071 260
Convergys 12,681 199
Dell 14,000 138
Diebold 6,450 217
EchoStar, Cl A* 6,523 187
Electronic Arts* 15,790 200
Flextronics International* 35,407 213
Harris 4,004 205
Hewlett-Packard 6,960 119
Itron* 4,918 212
Lexmark International, Cl A 5,600 125
ON Semiconductor* 31,910 197
SAIC 14,759 177
Sohu.com* 3,604 152
Symantec* 9,902 178
Synopsys* 6,391 211
Vishay Intertechnology* 12,633 124
-----
3,673
-----
Materials -- 5.1%
Alcoa 25,157 223
Cliffs Natural Resources 4,497 176
Huntsman 16,800 251
Steel Dynamics 20,410 229
-----
879
-----
Telecommunication Services -- 4.4%
MetroPCS Communications* 33,602 393
NII Holdings* 18,666 147
Telephone & Data Systems 6,570 168
United States Cellular* 1,502 59
-----
767
-----
Total Common Stock
(Cost $17,016) (000) 17,455
------
TIME DEPOSIT -- 0.1%
Brown Brothers, 0.030% (a) $ 27 27
(Cost $27) (000) ------
Total Investments ----- 101.0%
(Cost $17,043) (000) $ 17,482
========
--------------------------------------------------------------------------------
DESCRIPTION CONTRACTS VALUE
(000)
--------------------------------------------------------------------------------
WRITTEN OPTIONS -- (1.3)%*
CBOE Nasdaq 100 Index, Call Option,
Expires 10/20/12, Strike Price $2,875 (2) $ (2)
CBOE Russell 2000 Index, Call Option,
Expires 10/20/12, Strike Price $845 (12) (12)
Expires 10/20/12, Strike Price $850 (20) (15)
Expires 10/20/12, Strike Price $865 (36) (11)
Expires 11/17/12, Strike Price $845 (15) (26)
Expires 11/17/12, Strike Price $855 (20) (26)
Expires 11/17/12, Strike Price $850 (15) (23)
S&P 500 Index, Call Option,
Expires 10/20/12, Strike Price $1,450 (14) (17)
Expires 10/20/12, Strike Price $1,475 (53) (20)
Expires 11/17/12, Strike Price $1,450 (10) (22)
Expires 10/20/12, Strike Price $1,470 (16) (7)
Expires 10/20/12, Strike Price $1,430 (14) (33)
Expires 10/20/12, Strike Price $1,450 (10) (14)
-------
Total Written Options
(Premiums Received $373) (000) $ (228)
-------
The following is a summary of the inputs used as of September 30,
2012, in valuing the Fund's investments carried at value ($
Thousands):
Investments in
Securities Level 1 Level 2 Level 3 Total
------- ------- ------- -------
Common Stock $17,455 $ -- $ -- $17,455
Time Deposit -- 27 -- 27
Total Investments in ------- ------- ------- -------
Securities $17,455 $ 27 $ -- $17,482
======= ======= ======= =======
Liabilities Level 1 Level 2 Level 3 Total
------- ------- ------- -------
Written Options $ (228) $ -- $ -- $ (228)
------- ------- ------- -------
Total Liabilities $ (228) $ -- $ -- $ (228)
======= ======= ======= =======
Please see Note 2 in Notes to Financial Statements for further information
regarding fair value measurements.
Percentages are based on Net Assets of $17,301 (000).
* Non-income producing security.
(a) Rate shown is the simple yield as of September 30, 2012.
Cl -- Class
CBOE -- Chicago Board Options Exchange
S&P -- Standard & Poor's
--------------------------------------------------------------------------------
24
The accompanying notes are an integral part of the financial statements.
STATEMENTS OF ASSETS AND LIABILITIES (000) [RiverPark Logo]
September 30, 2012
--------------------------------------------------------------------------------
RIVERPARK LARGE RIVERPARK/ RIVERPARK SMALL CAP
GROWTH FUND WEDGEWOOD FUND GROWTH FUND
--------------- -------------- -------------------
ASSETS:
Investments in Securities, at Value (Note 2) $ 18,996 $ 453,744 $ 4,819
Receivable for Capital Shares Sold 198 22,739 --
Other Prepaid Expenses 26 44 25
Receivable for Dividend and Interest Income 6 141 2
Receivable Due from Adviser (Note 3) 1 5 1
------------ -------------- ------------
Total Assets 19,227 476,673 4,847
------------ -------------- ------------
LIABILITIES:
Payable for Capital Shares Redeemed -- 451 --
Payable for Investment Securities Purchased -- 22,872 29
Payable Due to Adviser (Note 3) 10 237 4
Payable Due to Shareholder Servicing Agent (Note 3) 4 159 --
Payable Due to Trustees 3 3 3
Chief Compliance Officer Fees Payable 1 1 2
Payable Due to Administrator -- 45 --
Payable Due to Administrative Service Plan (Note 3) 5 212 2
Other Accrued Expenses 17 95 13
------------ -------------- ------------
Total Liabilities 40 24,075 53
------------ -------------- ------------
NET ASSETS $ 19,187 $ 452,598 $ 4,794
============ ============== ============
NET ASSETS CONSIST OF:
Paid-in Capital $ 17,840 $ 408,764 $ 4,541
Undistributed Net Investment Income 8 -- --
Accumulated Net Realized Gain (Loss) on Investments 78 1,416 (54)
Net Unrealized Appreciation on Investments 1,261 42,418 307
------------ -------------- ------------
NET ASSETS $ 19,187 $ 452,598 $ 4,794
============ ============== ============
Investments in Securities, at Cost $ 17,735 $ 411,326 $ 4,512
Net Assets - Institutional Class Shares(1) $ 3,804,507 $ 279,016,158 $ 3,832,545
============ ============== ============
Net Assets - Retail Class Shares(1) $ 15,382,965 $ 173,581,376 $ 961,860
============ ============== ============
INSTITUTIONAL CLASS SHARES:
Outstanding Shares of Beneficial Interest(1)
(Unlimited Authorization -- No Par Value) 286,738 20,098,945 337,050
============ ============== ============
RETAIL CLASS SHARES:
Outstanding Shares of Beneficial Interest(1)
(Unlimited Authorization -- No Par Value) 1,164,636 12,561,103 85,003
============ ============== ============
INSTITUTIONAL CLASS SHARES:
Net Asset Value, Offering and Redemption
Price Per Share -- Institutional Class Shares $13.27 $13.88 $11.37
============ ============== ============
RETAIL CLASS SHARES:
Net Asset Value, Offering and Redemption
Price Per Share -- Retail Class Shares $13.21 $13.82 $11.32
============ ============== ============
(1) Shares and Net Assets have not been rounded.
Amounts designated as "--" are either not applicable, $0 or have been rounded
to $0.
--------------------------------------------------------------------------------
25
The accompanying notes are an integral part of the financial statements.
STATEMENTS OF ASSETS AND LIABILITIES (000) [RiverPark Logo]
September 30, 2012
--------------------------------------------------------------------------------
RIVERPARK SHORT RIVERPARK LONG/ RIVERPARK/
TERM HIGH YIELD SHORT OPPORTUNITY GARGOYLE HEDGED
FUND FUND VALUE FUND
--------------- -------------- -------------------
ASSETS:
Investments in Securities, at Value (Note 2) $ 209,872 $ 24,279 $ 17,482
Deposits with Brokers for Securities Sold Short and Written Options -- 12,651 96
Receivable for Swap Settlement -- 62 --
Receivable for Investment Securities Sold 4,984 -- 248
Receivable for Dividend and Interest Income 3,986 6 17
Receivable for Capital Shares Sold 1,438 60 --
Other Prepaid Expenses 33 15 15
Receivable Due from Adviser (Note 3) 1 6 6
Deferred Offering Costs -- 21 34
------------ -------------- ------------
Total Assets 220,314 37,100 17,898
------------ -------------- ------------
LIABILITIES:
Payable for Investment Securities Purchased 21,304 76 336
Payable for Capital Shares Redeemed 770 -- --
Income Distribution Payable 21 -- --
Securities Sold Short, at Value (Note 2) -- 12,661 --
Written Options, at Value (Note 2) -- -- 228
Dividends Payable on Securities Sold Short -- 19 --
Payable Due to Adviser (Note 3) 98 30 13
Payable Due to Shareholder Servicing Agent (Note 3) 22 -- --
Payable Due to Administrator 12 -- --
Payable Due to Trustees 3 3 2
Chief Compliance Officer Fees Payable 2 2 1
Payable Due to Administrative Service Plan (Note 3) 99 -- 1
Other Accrued Expenses 58 13 16
------------ -------------- ------------
Total Liabilities 22,389 12,804 597
------------ -------------- ------------
NET ASSETS $ 197,925 $ 24,296 $ 17,301
============ ============== ============
NET ASSETS CONSIST OF:
Paid-in Capital $ 197,769 $ 23,705 $ 16,722
Undistributed Net Investment Income 67 -- 87
Accumulated Net Realized Gain (Loss) on Investments, Written Options, Swap
Contracts and Securities Sold Short (154) 51 (92)
Net Unrealized Appreciation (Depreciation) on Investments, Written Options,
Swap Contracts and Securities Sold Short 243 540 584
------------ -------------- ------------
NET ASSETS $ 197,925 $ 24,296 $ 17,301
============ ============== ============
Investments in Securities, at Cost $ 209,629 $ 24,004 $ 17,043
Written Option, Premiums Received -- -- 373
Securities Sold Short, Proceeds -- 12,926 --
Net Assets - Institutional Class Shares(1) $100,223,776 $ 19,993,585 $ 16,898,839
============ ============== ============
Net Assets - Retail Class Shares(1) $ 97,701,534 $ 4,302,230 $ 402,335
============ ============== ============
INSTITUTIONAL CLASS SHARES:
Outstanding Shares of Beneficial Interest(1)
(Unlimited Authorization -- No Par Value) 10,017,304 1,971,545 1,694,249
============ ============== ============
RETAIL CLASS SHARES:
Outstanding Shares of Beneficial Interest(1)
(Unlimited Authorization ----- No Par Value) 9,777,003 424,670 40,381
============ ============== ============
INSTITUTIONAL CLASS SHARES:
Net Asset Value, Offering and Redemption
Price Per Share -- Institutional Class Shares $10.01 $10.14 $9.97
============ ============== ============
RETAIL CLASS SHARES:
Net Asset Value, Offering and Redemption
Price Per Share ----- Retail Class Shares $9.99 $10.13 $9.96
============ ============== ============
(1) Shares and Net Assets have not been rounded.
Amounts designated as "--" are either not applicable, $0 or have been rounded
to $0.
--------------------------------------------------------------------------------
26
The accompanying notes are an integral part of the financial statements.
STATEMENTS OF OPERATIONS (000)
For the Year Ended
September 30, 2012 [RIVERPARK FUNDS LOGO]
-----------------------------------------------------------------------------------------------------------------------
RIVERPARK LARGE RIVERPARK/ RIVERPARK SMALL
GROWTH FUND WEDGEWOOD FUND CAP GROWTH FUND
--------------- -------------- ---------------
INVESTMENT INCOME:
Dividends $ 63 $ 1,300 $ 20
Interest -- 4 --
Foreign taxes withheld -- (13) --
--------- -------- -------
Total Investment Income 63 1,291 20
--------- -------- -------
EXPENSES:
Investment Advisory Fees (Note 3) 38 1,374 41
Administrator Fees (Note 3) 11 254 10
Chief Compliance Officer Fees (Note 3) 9 9 9
Shareholder Service Fees(1) (Note 3) 6 240 2
Trustees' Fees (Note 3) 4 4 4
Registration Fees 24 68 24
Professional Fees 15 65 15
Administrative Services Fee (Note 3) 7 212 5
Transfer Agent Fees 6 128 4
Printing 2 40 2
Custodian Fees 1 6 1
Insurance and Other Fees 14 15 15
--------- -------- -------
Total Expenses 137 2,415 132
--------- -------- -------
Fees Waived by Adviser (Note 3) (38) (55) (41)
Reimbursements by Adviser (34) ----- (31)
--------- -------- -------
Net Expenses 65 2,360 60
--------- -------- -------
Net Investment Loss (2) (1,069) (40)
--------- -------- -------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Net Realized Gain (Loss) From:
Investments 98 2,767 (28)
Net Change in Unrealized Appreciation (Depreciation) on:
Investments 1,398 43,493 792
--------- -------- -------
Net Realized and Unrealized Gain (Loss) on Investments 1,496 46,260 764
--------- -------- -------
Net Increase in Net Assets Resulting from Operations $ 1,494 $ 45,191 $ 724
========= ======== =======
(1) Attributable to Retail Class Shares only.
Amounts designated as "--" are either not applicable, $0 or have been rounded
to $0.
--------------------------------------------------------------------------------
27
The accompanying notes are an integral part of the financial statements.
STATEMENTS OF OPERATIONS (000)
For the Year or Period Ended
September 30, 2012 [RIVERPARK FUNDS LOGO]
------------------------------------------------------------------------------------------------------------------------
RIVERPARK SHORT RIVERPARK LONG/ RIVERPARK/
TERM HIGH YIELD SHORT OPPORTUNITY GARGOYLE HEDGED
FUND FUND* VALUE FUND**
--------------- ---------------- --------------
INVESTMENT INCOME:
Interest $ 4,494 $ -- $ --
Dividends 406 69 172
------- ------- ------
Total Investment Income 4,900 69 172
------- ------- ------
EXPENSES:
Investment Advisory Fees (Note 3) 585 120 61
Administrator Fees (Note 3) 111 7 8
Shareholder Service Fees(1) (Note 3) 83 1 --
Chief Compliance Officer Fees (Note 3) 9 4 4
Trustees' Fees (Note 3) 4 3 4
Administrative Services Fee (Note 3) 102 12 9
Transfer Agent Fees 55 4 4
Registration Fees 42 4 4
Professional Fees 36 10 11
Printing 17 1 1
Custodian Fees 4 1 1
Dividend Expense -- 100 --
Interest Expense -- 30 --
Offering Costs -- 24 23
Insurance and Other Fees 26 3 2
------- ------- ------
Total Expenses 1,074 324 132
------- ------- ------
Fees Waived by Adviser (Note 3) (88) (48) (47)
------- ------- ------
Net Expenses 986 276 85
------- ------- ------
Net Investment Income (Loss) 3,914 (207) 87
------- ------- ------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS, WRITTEN OPTIONS, SECURITIES SOLD SHORT,
SWAP CONTRACTS AND FOREIGN CURRENCY TRANSACTIONS:
Net Realized Gain (Loss) From:
Investments (51) (61) (239)
Written Options -- 17 (294)
Securities Sold Short -- 32 --
Swap Contracts -- 169 --
Foreign Currency Transactions -- 1 --
Net Change in Unrealized Appreciation (Depreciation) on:
Investments 429 275 439
Written Options -- -- 145
Securities Sold Short -- 265 --
------- ------- ------
Net Realized and Unrealized Gain (Loss) on Investments, Written
Options and Securities Sold Short 378 698 51
------- ------- ------
Net Increase (Decrease) in Net Assets Resulting from Operations $ 4,292 $ 491 $ 138
======= ======= ======
* Fund commenced operations on March 30, 2012.
** Fund commenced operations on April 30, 2012.
Amounts designated as "--" are either not applicable, $0 or have been rounded
to $0.
--------------------------------------------------------------------------------
28
The accompanying notes are an integral part of the financial statements.
STATEMENTS OF CHANGES IN NET ASSETS (000) [RIVERPARK FUNDS LOGO]
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK LARGE GROWTH FUND RIVERPARK/ WEDGEWOOD FUND
--------------------------------- -----------------------------
Year Ended Year Ended Year Ended Year Ended
September 30, September 30, September 30, September 30,
2012 2011 2012 2011
------------- ------------- ------------- -------------
OPERATIONS:
Net Investment Loss $ (2) $ (3) $ (1,069) $ (53)
Net Realized Gain (Loss) on Investments 98 (12) 2,767 (281)
Net Change in Unrealized Appreciation (Depreciation) of
Investments 1,398 (137) 43,493 (1,075)
--------- -------- --------- --------
Net Increase (Decrease) in Net Assets Resulting from Operations 1,494 (152) 45,191 (1,409)
--------- -------- --------- --------
Distributions to Shareholders From:
Net Investment Income:
Institutional Class Shares -- -- -- (1)
Return of Capital:
Institutional Class Shares -- (8) -- --
--------- -------- --------- --------
Retail Class Shares -- (1) -- (5)
--------- -------- --------- --------
Total Distributions to Shareholders -- (9) -- (6)
--------- -------- --------- --------
CAPITAL SHARE TRANSACTIONS:
Institutional Class Shares:
Shares Issued 255 2,800 234,071 34,643
Shares Issued as Reinvestment of Distributions -- 8 -- 6
Shares Redeemed -- -- (14,322) (251)
--------- -------- --------- --------
Net Increase in Net Assets from Institutional Class Shares
Transactions 255 2,808 219,749 34,398
========= ======== ========= ========
Retail Class Shares:
Shares Issued 14,895 234 168,353 246
Shares Issued as Reinvestment of Distributions -- 1 -- --
Shares Redeemed (355) (4) (13,940) (4)
--------- -------- --------- --------
Net Increase in Net Assets from Retail Class Shares Transactions 14,540 231 154,413 242
--------- -------- --------- --------
Net Increase in Net Assets from Capital Share Transactions 14,795 3,039 374,162 34,640
--------- -------- --------- --------
Net Increase in Net Assets 16,289 2,878 419,353 33,225
NET ASSETS:
Beginning of year 2,898 20 33,245 20
--------- -------- --------- --------
End of year $ 19,187 $ 2,898 $ 452,598 $ 33,245
========= ======== ========= ========
Undistributed Net Investment Income $ 8 $ 4 $ -- $ --
========= ======== ========= ========
SHARES ISSUED AND REDEEMED:
Institutional Class Shares
Shares Issued 23 262 18,019 3,219
Shares Issued as Reinvestment of Distributions -- 1 -- 1
Shares Redeemed -- -- (1,118) (23)
--------- -------- --------- --------
Net Increase in Institutional Class Shares 23 263 16,901 3,197
--------- -------- --------- --------
Retail Class Shares
Shares Issued 1,170 22 13,618 22
Shares Redeemed (28) -- (1,080) --
--------- -------- --------- --------
Net Increase in Retail Class Shares 1,142 22 12,538 22
--------- -------- --------- --------
Net Increase in Share Transactions 1,165 285 29,439 3,219
========= ======== ========= ========
Amounts designated as "--" are either not applicable, $0 or have been rounded
to $0.
--------------------------------------------------------------------------------
29
The accompanying notes are an integral part of the financial statements.
STATEMENTS OF CHANGES IN NET ASSETS (000) [RIVERPARK FUNDS LOGO]
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK SHORT
RIVERPARK SMALL CAP GROWTH FUND TERM HIGH YIELD FUND
--------------------------------- -----------------------------
Year Ended Year Ended Year Ended Year Ended
September 30, September 30, September 30, September 30,
2012 2011 2012 2011
------------- ------------- ------------ ------------
OPERATIONS:
Net Investment Income (Loss) $ (40) $ (23) $ 3,914 $ 680
Net Realized Loss on Investments (28) (9) (51) (84)
Net Change in Unrealized Appreciation (Depreciation) of
Investments 792 (485) 429 (186)
-------- -------- --------- ---------
Net Increase (Decrease) in Net Assets Resulting from
Operations 724 (517) 4,292 410
-------- -------- --------- ---------
Distributions to Shareholders From:
Net Investment Income:
Institutional Class Shares -- -- (2,416) (602)
Retail Class Shares -- -- (1,431) (97)
Return of Capital:
Institutional Class Shares -- (4) -- --
-------- -------- --------- ---------
Total Distributions to Shareholders -- (4) (3,847) (699)
-------- -------- --------- ---------
CAPITAL SHARE TRANSACTIONS:
Institutional Class Shares:
Shares Issued 40 3,625 92,917 16,668
Shares Issued in Connection with In-Kind Contribution -- -- -- 2,726
Shares Issued as Reinvestment of Distributions -- 4 2,389 601
Shares Redeemed (43) -- (14,327) (890)
-------- -------- --------- ---------
Net Increase (Decrease) in Net Assets from Institutional Class
Shares Transactions (3) 3,629 80,979 19,105
-------- -------- --------- ---------
Retail Class Shares:
Shares Issued 283 807 99,130 7,255
Shares Issued as Reinvestment of Distributions -- -- 1,324 85
Shares Redeemed (145) -- (8,919) (1,210)
-------- -------- --------- ---------
Net Increase in Net Assets from Retail Class Shares Transactions 138 807 91,535 6,130
-------- -------- --------- ---------
Net Increase in Net Assets from Capital Share Transactions 135 4,436 172,514 25,235
-------- -------- --------- ---------
Net Increase in Net Assets 859 3,915 172,959 24,946
NET ASSETS:
Beginning of year 3,935 20 24,966 20
-------- -------- --------- ---------
End of year $ 4,794 $ 3,935 $ 197,925 $ 24,966
======== ======== ========= =========
Undistributed Net Investment Income $ -- $ -- $ 67 $ --
======== ======== ========= =========
SHARES ISSUED AND REDEEMED:
Institutional Class Shares
Shares Issued 3 337 9,298 1,666
Shares Issued in Connection with In-Kind Contribution (see
Note 5) -- -- -- 273
Shares Issued as Reinvestment of Distributions -- -- 239 60
Shares Redeemed (4) -- (1,431) (89)
-------- -------- --------- ---------
Net Increase (Decrease) in Institutional Class Shares (1) 337 8,106 1,910
-------- -------- --------- ---------
Retail Class Shares
Shares Issued 26 71 9,921 727
Shares Issued as Reinvestment of Distributions -- -- 133 9
Shares Redeemed (13) -- (893) (121)
-------- -------- --------- ---------
Net Increase in Retail Class Shares 13 71 9,161 615
-------- -------- --------- ---------
Net Increase in Share Transactions 12 408 17,267 2,525
======== ======== ========= =========
Amounts designated as "--" are either not applicable, $0 or have been rounded
to $0.
--------------------------------------------------------------------------------
30
The accompanying notes are an integral part of the financial statements.
STATEMENTS OF CHANGES IN NET ASSETS (000) [RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------------------------------------
RIVERPARK LONG/
SHORT OPPORTUNITY RIVERPARK/ GARGOYLE
FUND HEDGED VALUE FUND
----------------- -------------------
For The Period For The Period
Ended September Ended September
30, 2012* 30, 2012**
--------------- ---------------
OPERATIONS:
Net Investment Income (Loss) $ (207) $ 87
Net Realized Gain (Loss) on Investments, Written Options,
Securities Sold Short, Swap Contracts and Foreign Currency
Transactions. 158 (533)
Net Change in Unrealized Appreciation (Depreciation) of
Investments, Written Options and Securities Sold Short 540 584
---------- ---------
Net Increase (Decrease) in Net Assets Resulting from Operations 491 138
---------- ---------
CAPITAL SHARE TRANSACTIONS:
Institutional Class Shares:
Shares Issued 9,038 3,519
Shares Issued in Connection with In-Kind Contribution (see
Note 5) 10,680 14,390
Shares Redeemed (109) (1,135)
---------- ---------
Net Increase in Net Assets from Institutional Class Shares
Transactions 19,609 16,774
---------- ---------
Retail Class Shares:
Shares Issued 4,266 396
Shares Redeemed (70) (7)
---------- ---------
Net Increase in Net Assets from Retail Class Shares Transactions 4,196 389
---------- ---------
Net Increase in Net Assets from Capital Share Transactions 23,805 17,163
---------- ---------
Net Increase in Net Assets 24,296 17,301
NET ASSETS:
Beginning of year -- --
---------- ---------
End of year $ 24,296 $ 17,301
========== =========
Undistributed Net Investment Income $ -- $ 87
========== =========
SHARES ISSUED AND REDEEMED:
Institutional Class Shares
Shares Issued 915 372
Shares Issued in Connection with In-Kind Contribution (see
Note 5) 1,068 1,439
Shares Redeemed (11) (116)
---------- ---------
Net Increase in Institutional Class Shares 1,972 1,695
---------- ---------
Retail Class Shares
Shares Issued 432 41
Shares Redeemed (7) (1)
---------- ---------
Net Increase in Retail Class Shares 425 40
---------- ---------
Net Increase in Share Transactions 2,397 1,735
========== =========
* Fund commenced operations on March 30, 2012.
** Fund commenced operations on April 30, 2012.
Amounts designated as "--" are either not applicable, $0 or have been rounded
to $0.
--------------------------------------------------------------------------------
31
The accompanying notes are an integral part of the financial statements.
FINANCIAL HIGHLIGHTS
For a Share Outstanding Throughout Each Period
For the Year Period Ended September 30,
--------------------------------------------------------------------------------
REALIZED AND
NET ASSET NET UNREALIZED TOTAL DIVIDENDS
VALUE, INVESTMENT GAINS FROM FROM NET DISTRIBUTIONS
BEGINNING INCOME (LOSSES) ON INVESTMENT INVESTMENT FROM RETURN TOTAL
OF PERIOD (LOSS)(3) INVESTMENTS OPERATIONS INCOME OF CAPITAL DISTRIBUTIONS
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK LARGE GROWTH FUND
INSTITUTIONAL CLASS SHARES
2012 $ 10.09 $ 0.01 $ 3.17 $ 3.18 $ -- $ -- $ --
2011 10.00 (0.01) 0.16(4) 0.15 $ -- (0.06) (0.06)
RETAIL CLASS SHARES
2012 $ 10.07 $ (0.03) $ 3.17 $ 3.14 $ -- $ -- $ --
2011 10.00 (0.04) 0.16(4) 0.12 -- (0.05) (0.05)
RIVERPARK/WEDGEWOOD FUND
INSTITUTIONAL CLASS SHARES
2012 $ 10.32 $ (0.05) $ 3.61 $ 3.56 $ -- $ -- $ --
2011 10.00 (0.06) 0.40(4) 0.34 --(3) (0.02) (0.02)
RETAIL CLASS SHARES
2012 $ 10.30 $ (0.08) $ 3.60 $ 3.52 $ -- $ -- $ --
2011 10.00 (0.09) 0.40(4) 0.31 -- (0.01) (0.01)
RIVERPARK SMALL CAP GROWTH FUND
INSTITUTIONAL CLASS SHARES
2012 $ 9.61 $ (0.09) $ 1.85 $ 1.76 $ -- $ -- $ --
2011 10.00 (0.08) (0.29) (0.37) -- (0.02) (0.02)
RETAIL CLASS SHARES
2012 $ 9.58 $ (0.12) $ 1.86 $ 1.74 $ -- $ -- $ --
2011 10.00 (0.10) (0.30) (0.40) -- (0.02) (0.02)
RIVERPARK SHORT TERM HIGH YIELD FUND
INSTITUTIONAL CLASS SHARES
2012 $ 9.88 $ 0.44 $ 0.08 $ 0.52 $ (0.39) $ -- $ (0.39)
2011 10.00 0.47 (0.15) 0.32 (0.44) -- (0.44)
RETAIL CLASS SHARES
2012 $ 9.88 $ 0.42 $ 0.06 $ 0.48 $ (0.37) $ -- $ (0.37)
2011 10.00 0.43 (0.13) 0.30 (0.42) -- (0.42)
RIVERPARK LONG/SHORT OPPORTUNITY FUND
INSTITUTIONAL CLASS SHARES
2012(1) $ 10.00 $ (0.13) $ 0.27 $ 0.14 $ -- $ -- $ --
RETAIL CLASS SHARES
2012(1) $ 10.04 $ (0.13) $ 0.22 $ 0.09 $ -- $ -- $ --
RIVERPARK/GARGOYLE HEDGED VALUE FUND
INSTITUTIONAL CLASS SHARES
2012(2) $ 10.00 $ 0.05 $ (0.08)(8)$ (0.03) $ -- $ -- $ --
RETAIL CLASS SHARES
2012(2) $ 9.83 $ 0.05 $ 0.08 $ 0.13 $ -- $ -- $ --
--------------------------------------------------------------------------------
32
The accompanying notes are an integral part of the financial statements.
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
RATIO OF
NET EXPENSES
NET ASSET NET TO AVERAGE
VALUE, ASSETS END NET ASSETS,
END TOTAL OF PERIOD EXCLUDING DIVIDEND
OF PERIOD RETURN+ (000) AND INTEREST EXPENSE
----------------------------------------------------------------------------------------------
RIVERPARK LARGE GROWTH FUND
INSTITUTIONAL CLASS SHARES
2012 $ 13.27 31.52% $ 3,804 1.00%
2011 10.09 1.44 2,667 1.00
RETAIL CLASS SHARES
2012 $ 13.21 31.18% $ 15,383 1.25%
2011 10.07 1.19 231 1.25
RIVERPARK/WEDGEWOOD FUND
INSTITUTIONAL CLASS SHARES
2012 $ 13.88 34.50% $ 279,016 1.00%
2011 10.32 3.37 33,004 1.00%
RETAIL CLASS SHARES
2012 $ 13.82 34.17% $ 173,582 1.25%
2011 10.30 3.12 241 1.25%
RIVERPARK SMALL CAP GROWTH FUND
INSTITUTIONAL CLASS SHARES
2012 $ 11.37 18.31% $ 3,833 1.25%
2011 9.61 (3.71) 3,243 1.25
RETAIL CLASS SHARES
2012 $ 11.32 18.16% $ 962 1.50%
2011 9.58 (4.06) 692 1.50
RIVERPARK SHORT TERM HIGH YIELD FUND
INSTITUTIONAL CLASS SHARES
2012 $ 10.01 5.32% $ 100,224 1.00%
2011 9.88 3.27 18,883 1.00
RETAIL CLASS SHARES
2012 $ 9.99 4.88% $ 97,701 1.25%
2011 9.88 3.06 6,083 1.25
RIVERPARK LONG/SHORT OPPORTUNITY FUND
INSTITUTIONAL CLASS SHARES
2012 $ 10.14 1.40% $ 19,994 1.85%(6)
RETAIL CLASS SHARES
2012 $ 10.13 0.90% $ 4,302 2.00%(6)
RIVERPARK/GARGOYLE HEDGED VALUE FUND
INSTITUTIONAL CLASS SHARES
2012 $ 9.97 (0.30)% $ 16,899 1.25%
RETAIL CLASS SHARES
2012 $ 9.96 1.32% $ 402 1.50%
RATIO OF RATIO OF TOTAL
NET EXPENSES EXPENSES RATIO OF NET
TO AVERAGE TO AVERAGE INVESTMENT
NET ASSETS, NET ASSETS, INCOME (LOSS) PORTFOLIO
INCLUDING DIVIDEND INCLUDING DIVIDEND TO AVERAGE TURNOVER
AND INTEREST EXPENSE AND INTEREST EXPENSE NET ASSETS RATE
-----------------------------------------------------------------------------------------------------------
RIVERPARK LARGE GROWTH FUND
INSTITUTIONAL CLASS SHARES
2012 1.00% 2.78% 0.08% 24%
2011 1.00 9.08 (0.10) 73
RETAIL CLASS SHARES
2012 1.25% 1.74% (0.20)% 24%
2011 1.25 9.76 (0.32) 73
RIVERPARK/WEDGEWOOD FUND
INSTITUTIONAL CLASS SHARES
2012 1.00% 1.03% (0.40)% 24%
2011 1.00 2.83 (0.59) 48
RETAIL CLASS SHARES
2012 1.25% 1.27% (0.64)% 24%
2011 1.25 3.71 (0.78) 48
RIVERPARK SMALL CAP GROWTH FUND
INSTITUTIONAL CLASS SHARES
2012 1.25% 2.85% (0.81)% 55%
2011 1.25 6.93 (0.69) 92
RETAIL CLASS SHARES
2012 1.50% 3.06% (1.06)% 55%
2011 1.50 6.99 (0.88) 92
RIVERPARK SHORT TERM HIGH YIELD FUND
INSTITUTIONAL CLASS SHARES
2012 1.00% 1.12% 4.42% 611%
2011 1.00 2.12 4.69 454
RETAIL CLASS SHARES
2012 1.25% 1.32% 4.23% 611%
2011 1.25 2.18 4.28 454
RIVERPARK LONG/SHORT OPPORTUNITY FUND
INSTITUTIONAL CLASS SHARES
2012 3.49%(6) 4.12%(6) (2.61)% 20%(7)
RETAIL CLASS SHARES
2012 3.68 (6) 4.18%(6) (2.78)% 20%(7)
RIVERPARK/GARGOYLE HEDGED VALUE FUND
INSTITUTIONAL CLASS SHARES
2012 1.25% 1.94% 1.28% 29%(7)
RETAIL CLASS SHARES
2012 1.50% 1.99% 1.35% 29%(7)
+ 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) Institutional Class Shares commenced operations on March 30, 2012 and
Retail Class Shares commenced on April 3, 2012. All ratios for the period
have been annualized, except for the Total Return and Portfolio Turnover
Rate.
(2) Institutional Class Shares commenced operations on April 30, 2012 and
Retail Class Shares commenced on May 4, 2012. All ratios for the period
have been annualized, except for the Total Return and Portfolio Turnover
Rate.
(3) Per share data was calculated using average shares for the period.
(4) Realized and unrealized gains and losses per share in this caption are
balancing amounts necessary to reconcile the change in net asset value per
share for the period, and may not reconcile with the aggregate gains and
losses in the Statement of Operations due to share transactions for the
period.
(5) Amount represents less than $0.01 per share.
(6) Dividend and interest expense totaled 1.64% of average net assets for the
year ended September 30, 2012.
(7) Not annualized.
(8) 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.
--------------------------------------------------------------------------------
33
The accompanying notes are an integral part of the financial statements.
NOTES TO FINANCIAL STATEMENTS
September 30, 2012
--------------------------------------------------------------------------------
1. ORGANIZATION
RiverPark Funds Trust (the "Trust"), was formed on June 22, 2010 as an open-end
registered management investment company under the Investment Act of 1940. As
of September 30, 2012, the Trust was comprised of six funds: the RiverPark
Large Growth Fund, RiverPark/Wedgewood Fund, RiverPark Small Cap Growth Fund,
RiverPark Short Term High Yield Fund, RiverPark Long/Short Opportunity Fund and
RiverPark/Gargoyle Hedged Value Fund (each a "Fund" and collectively the
"Funds"). The investment objective of the RiverPark Large Growth Fund,
RiverPark/Wedgewood Fund and RiverPark Small Cap Growth 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. The investment objective of the RiverPark
Long/Short Opportunity Fund is to seek long-term capital appreciation while
managing downside volatility. The investment objective of the
RiverPark/Gargoyle Hedged Value Fund is to seek long-term capital appreciation
while exposing investors to less risk than broad stock market indices. 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
--------------------------------------------------------------------------------
34
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
the majority of the portfolio securities used in such calculation. Events
affecting the values of portfolio securities that occur between the time their
prices are determined and the close of the NYSE will not be reflected in a
Fund's calculation of net 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).
Effective April 1, 2012, the Funds adopted Accounting Standards Update ("ASU")
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 requires
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 requires 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 adoption of ASU 2011-04 had no impact
on the Funds' net assets.
Investments are classified within the level of the lowest significant input
considered in determining fair value. Investments classified within Level 3
whose fair value measurement considers several inputs may include Level 1 or
Level 2 inputs as components of the overall fair value measurement.
For details of the investment classification, refer to the Schedules of
Investments and Schedule of Securities Sold Short.
For the year or period ended September 30, 2012, there were no transfers
between Level 1 and Level 2 assets and liabilities or between Level 2 and Level
3 assets and liabilities. It is the Funds' policy to recognize transfers into
and out of Levels at the end of the reporting period.
For the year or period ended September 30, 2012, there were no significant
changes to the Funds' fair value methodologies.
--------------------------------------------------------------------------------
35
NOTES TO FINANCIAL STATEMENTS
September 30, 2012 (CONTINUED)
--------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 gross assets
(including the amounts borrowed) and 100% 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. 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.
WRITTEN/PURCHASED OPTIONS -- Each of the Funds may purchase call and put
options on securities to seek capital growth or for hedging purposes. Each Fund
may also write and sell covered call and put options and purchase and write
options on stock indices (such as the S&P 500 Index) listed on domestic or
foreign securities exchanges or traded in the over-the-counter market for
hedging purposes. Additionally, RiverPark Long/Short Opportunity Fund and
RiverPark/Gargoyle Hedged Value Fund may sell uncovered call options on
securities and stock indices.
The RiverPark Long/Short Opportunity Fund and RiverPark/Gargoyle Hedged Value
Fund may invest up to 50% of the value of their assets, represented by premiums
paid, to purchase call and put options on securities and securities indices.
The Funds may write covered call and put options on securities and securities
indices, so long as the aggregate nominal value does not exceed 200% of the
value of its assets.
An option on a security provides the purchaser, or "holder," with the right,
but not the obligation, to purchase, in the case of a "call" option, or sell,
in the case of a "put" option, the security or securities underlying the
option, for a fixed exercise price up to a stated expiration date. The holder
pays a nonrefundable purchase price for the option, known as the "premium." The
maximum amount of risk the purchaser of the option assumes is equal to the
premium plus related transaction costs, although the entire amount may be lost.
The risk of the seller, or "writer," however, is potentially unlimited, unless
the option is "covered," which is generally accomplished through the writer's
ownership of the underlying security, in the case of a call option, or the
writer's segregation of an amount of cash or securities equal to the exercise
price, in the case of a put option. If the writer's obligation is not covered,
it is subject to the risk of the full change in value of the underlying
security from the time the option is written until exercise.
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36
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Written equity and index options transactions entered into during the period
ended September 30, 2012 are summarized as follows:
--------------------------------------------------------------------------------------------------
RIVERPARK/GARGOYLE
HEDGED VALUE FUND
--------------------------------------------------------------------------------------------------
Number of Contracts Premiums Received
--------------------------------------------------------------------------------------------------
Balance at the beginning of the period - $ -
Written Options transferred in-kind 175 403,430
Written 1,086 2,127,386
Expired (13) (25,936)
Closing buys (1,011) (2,131,965)
--------------------------------------------------------------------------------------------------
Balance at the end of the period 237 $ 372,915
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
RIVERPARK LONG/SHORT
OPPORTUNITY FUND
--------------------------------------------------------------------------------------------------
Number of Contracts Premiums Received
--------------------------------------------------------------------------------------------------
Balance at the beginning of the period - $ -
Written 825 349,705
Closing buys (825) (349,705)
--------------------------------------------------------------------------------------------------
Balance at the end of the period - $ -
--------------------------------------------------------------------------------------------------
In addition to the option writing above, the RiverPark Long/Short Opportunity
Fund, received through an in-kind transfer 204 options contracts, purchased 588
options contracts and sold 542 options contracts in the current period for a
realized gain of $219 with 250 purchased options outstanding. The realized gain
from options purchased is included in net realized gain/loss from investments
on the Statement of Operations.
All written options and purchased options have equity risk exposure.
SWAP AGREEMENTS -- The Funds may invest in equity-linked securities, including,
but not limited to, participation notes, certificates, and equity swaps.
Equity-linked securities are privately issued securities whose investment
results are designed to correspond generally to the performance of a specified
stock index or "basket" of stocks, or a single stock. To the extent that the
Funds invest in equity-linked securities whose return corresponds to the
performance of a foreign security index or one or more foreign stocks,
investing in equity-linked securities will involve risks similar to the risks
of investing in foreign securities and subject to each Fund's restrictions on
investments in foreign securities.
Equity swaps allow the parties to a swap agreement to exchange the dividend
income or other components of return on an equity investment (for example, a
group of equity securities or an index) for a component of return on another
non-equity or equity investment. An equity swap may be used by a Fund to invest
in a market without owning or taking physical custody of securities in
circumstances in which direct investment may be restricted for legal reasons or
is otherwise deemed impractical or disadvantageous. Equity swaps may also be
used for hedging purposes or to seek to increase total return. A Fund's ability
to enter into certain swap transactions may be limited by tax considerations.
The counterparty to an equity swap contract will typically be a bank,
investment banking firm or broker/dealer.
Equity swap contracts may be structured in different ways. For example, a
counterparty may agree to pay the Fund the amount, if any, by which the
notional amount of the equity swap contract would have increased in value had
it been invested in particular stocks (or an index of stocks), plus the
dividends that would have been received on those stocks. In these cases, the
Fund may agree to pay to the counterparty a floating rate of interest on the
notional amount of the equity swap contract plus the amount, if any, by which
that notional amount would have decreased in value had it been invested in such
stocks. Therefore, the return to the Fund on the equity swap contract should be
the gain or loss on the notional amount plus dividends on the stocks
--------------------------------------------------------------------------------
37
NOTES TO FINANCIAL STATEMENTS
September 30, 2012 (CONTINUED)
--------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
less the interest paid by the Fund on the notional amount. In other cases, the
counterparty and the Fund may each agree to pay the other the difference
between the relative investment performances that would have been achieved if
the notional amount of the equity swap contract had been invested in different
stocks (or indices of stocks). A Fund will generally enter into equity swaps on
a net basis, which means that the two payment streams are netted out, with the
Fund receiving or paying, as the case may be, only the net amount of the two
payments. Payments may be made at the conclusion of an equity swap contract or
periodically during its term.
Equity swaps are derivatives and their value can be very volatile. Equity swaps
normally do not involve the delivery of securities or other underlying assets.
Accordingly, the risk of loss with respect to equity swaps is normally limited
to the net amount of payments that a Fund is contractually obligated to make.
If the counterparty to an equity swap defaults, a Fund's risk of loss consists
of the net amount of payments that such Fund is contractually entitled to
receive. Because some swap agreements have a leverage component, adverse
changes in the value or level of the underlying asset, reference rate, or index
can result in a loss substantially greater than the cost of the underlying
asset without the use of leverage. In addition, the value of some components of
an equity swap (such as the dividends on a common stock) may also be sensitive
to changes in interest rates. To the extent that the Adviser does not
accurately analyze and predict the potential relative fluctuation of the
components swapped with another party, a Fund may suffer a loss. Because equity
swaps are normally illiquid, a Fund may be unable to terminate its obligations
when desired. When entering into swap contracts, a Fund must "set aside" liquid
assets, or engage in other appropriate measures to "cover" its obligation under
the swap contract.
Swaps are marked-to-market daily based upon quotations from market makers and
the resulting changes in market values, if any, are recorded as an unrealized
gain or loss in the Statement of Operations. Net payments of interest are
recorded as realized gains or losses.
The RiverPark Long/Short Opportunity Fund purchased 106,855 swap contracts and
closed 24,510 swap contracts in the current period for a realized gain of
$169,005 with 82,345 swap contracts outstanding.
INVESTMENT TRANSACTIONS -- Security transactions are accounted for on the trade
date, the date the order to buy or sell is executed. Costs used in determining
realized gains and losses on the sales of investment securities are those of
the specific securities sold. Discounts or premiums are accreted or amortized
to interest income using the effective interest method. Interest income is
recognized on the accrual basis from settlement date. Dividend income and
expenses and other distributions are recorded on the ex-dividend date, except
certain dividends and distributions from foreign securities which are recorded
as soon as a Fund is informed after the ex-dividend date.
ORGANIZATION AND OFFERING COSTS -- Organizational costs of the RiverPark
Long/Short Opportunity Fund and RiverPark/Gargoyle Hedged Value Fund, which
commenced operations on March 30, 2012 and April 30, 2012, respectively, have
been expensed as incurred. Offering costs, including the cost of printing the
initial prospectus and registration fees, are being amortized to expense over a
twelve month period. As of September 30, 2012, the RiverPark Long/Short
Opportunity Fund and RiverPark/Gargoyle Hedged Value Fund had $21,427 and
$34,471, respectively, remaining to be amortized.
EXPENSES -- Expenses of the Trust that can be directly attributed to a
particular Fund are borne by that Fund. Expenses which cannot be directly
attributed to a Fund are apportioned among the Funds of the Trust based on the
number of Funds and/or relative net assets.
CLASSES -- Class specific expenses are borne by that class of shares. Income,
realized and unrealized gains and losses and non-class specific expenses are
allocated to the respective class on the basis of relative daily net assets.
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38
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FOREIGN CURRENCY TRANSLATION -- The books and records of the Funds are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S. dollars
on the date of valuation. The Fund's do not isolate that portion of realized or
unrealized gains and losses resulting from changes in the foreign exchange rate
from fluctuations arising from changes in the market prices of the securities.
These gains and losses are included in net realized and unrealized gains and
losses on investments on the Statements of Operations. Net realized and
unrealized gains and losses on foreign currency transactions represent net
foreign exchange gains or losses from foreign currency exchange contracts,
disposition of foreign currencies, currency gains or losses realized between
trade and settlement dates on securities transactions and the difference
between the amount of the investment income and foreign withholding taxes
recorded on the Fund's books and the U.S. dollar equivalent amounts actually
received or paid.
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,
RiverPark Long/Short Opportunity Fund and RiverPark/Gargoyle Hedged Value 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.
The Funds evaluate tax positions taken or expected to be taken in the course of
preparing the Funds' tax returns to determine whether it is "more-likely-than
not" (i.e., greater than 50-percent) that each tax position will be sustained
upon examination by a taxing authority based on the technical merits of the
position. Tax positions not deemed to meet the more-likely-than-not threshold
are recorded as a tax benefit or expense in the current year. The Funds did not
record any tax provision in the current period. However, management's
conclusions regarding tax positions taken may be subject to review and
adjustment at a later date based on factors including, but not limited to,
examination by tax authorities (i.e., the last 3 tax year ends, as applicable),
on-going analysis of, and changes to, tax laws, regulations and interpretations
thereof.
As of and during the year or period ended September 30, 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 ("RiverPark") serves
as the Funds' investment adviser (the "Adviser"). For the services it provides
to the Funds, the Adviser receives a fee, which is calculated daily and paid
monthly at the following annual rate: 0.65% for the RiverPark 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 RiverPark/Gargoyle
Hedged Value 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
--------------------------------------------------------------------------------
39
NOTES TO FINANCIAL STATEMENTS
September 30, 2012 (CONTINUED)
--------------------------------------------------------------------------------
3. AGREEMENTS (CONTINUED)
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
RiverPark/Gargoyle Hedged Value 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
RiverPark/Gargoyle Hedged Value Fund. The Adviser can recapture any fees it has
waived within a three-year period subject to the applicable annual rate of
1.85% for the Institutional Class Shares and 2.00% for the Retail Class Shares
for RiverPark Long/Short Opportunity Fund. As of September 30, 2012, the
Adviser may in the future seek reimbursement of previously waived fees for the
Funds as follows:
FUND EXPIRING 2014 EXPIRING 2015 TOTAL
---- ------------- ------------- -----
RiverPark Large Growth Fund $ 181,119 $ 72,780 $253,899
RiverPark/Wedgewood Fund 164,648 55,101 219,749
RiverPark Small Cap Growth Fund 180,539 72,241 252,780
RiverPark Short Term High Yield Fund 165,145 87,817 252,962
RiverPark Long/Short Opportunity Fund - 48,060 48,060
RiverPark/Gargoyle Hedged Value Fund - 46,262 46,262
RiverPark 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-to-day portfolio management services
provided by Wedgewood Partners, Inc. ("Wedgewood"), as sub-adviser to the
RiverPark/Wedgewood Fund; Cohanzick Management Inc. ("Cohanzick"), as
sub-adviser to the RiverPark Short Term High Yield Fund; and Gargoyle
Investment Advisor LLC ("Gargoyle"), as sub-adviser to the RiverPark/Gargoyle
Hedged Value 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, Cohanzick and Gargoyle 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.
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40
[RIVERPARK FUNDS LOGO]
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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 Company 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.
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 year or period ended September 30, 2012, were as follows:
PROCEEDS FROM
FUND PURCHASES (000) SALES (000)
---- --------------- -------------
RiverPark Large Growth Fund $ 14,666 $ 1,430
RiverPark/Wedgewood Fund 392,793 49,948
RiverPark Small Cap Growth Fund 2,448 2,365
RiverPark Short Term High Yield Fund 355,917 283,359
RiverPark Long/Short Opportunity Fund 13,083 2,683
RiverPark/Gargoyle Hedged Value Fund 4,222 3,983
--------------------------------------------------------------------------------
41
NOTES TO FINANCIAL STATEMENTS
September 30, 2012 (CONTINUED)
--------------------------------------------------------------------------------
4. INVESTMENT TRANSACTIONS (CONTINUED)
There were no purchases or sales of U.S. Government securities for the year or
period ended September 30, 2012.
5. IN-KIND CONTRIBUTIONS
As part of the Fund conversion on March 30, 2012, the RiverPark Long/Short
Opportunity Fund received an in-kind contribution from the RiverPark
Opportunity Fund, LLC, which consisted of $10,680,117 of cash, securities and
securities sold short which were recorded at their then current value. As a
result of the in-kind contribution, the RiverPark Long/Short Opportunity Fund
issued 1,068,012 Institutional Class Shares at a $10/share net asset value.
As part of the Fund conversion on April 30, 2012, the RiverPark/Gargoyle Hedged
Value Fund received an in-kind contribution from the Gargoyle Hedge Value Fund
L.P., which consisted of $14,389,843 of securities and written options which
were recorded at their then current value. As a result of the in-kind
contribution, the RiverPark/Gargoyle Hedged Value Fund issued 1,438,984
Institutional Class Shares at a $10/share net asset value.
The in-kind contributions were treated as tax-free transactions for federal
income tax purposes.
6. FEDERAL TAX INFORMATION
The amount and character of income and capital gain distributions to be paid,
if any, are determined in accordance with Federal income tax regulations, which
may differ from U.S. GAAP. As a result, net investment income (loss) and net
realized gain/(loss) on investment transactions for a reporting period may
differ significantly from distributions during the year. The book/tax
differences may be temporary or permanent. To the extent these differences are
permanent in nature, they are charged or credited to undistributed net
investment income (loss), accumulated net realized gain (loss) or paid-in
capital as appropriate, in the period that the difference arises.
Accordingly the following permanent differences are primarily attributable to
basis adjustment on carryover securities, distribution reclassification, net
operating losses, Master Limited Partnership dividend income reclasses, losses
on paydowns, basis adjustments for investment in Master Limited Partnership and
REIT adjustments which have been classified to/from the following components of
net assets (000):
UNDISTRIBUTED NET ACCUMULATED
INVESTMENT INCOME REALIZED GAIN
FUND (LOSS) (LOSS) PAID-IN CAPITAL
---- ----------------- --------------- ---------------
RiverPark Large Growth Fund $ 6 $ (8) $ 2
RiverPark/Wedgewood Fund 1,069 (1,069) --
RiverPark Small Cap Growth Fund 40 (1) (39)
RiverPark Long/Short Opportunity Fund 207 (107) (100)
RiverPark/Gargoyle Hedged Value Fund -- 441 (441)
These reclassifications have no impact on net asset value or net asset value
per share.
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42
[RIVERPARK FUNDS LOGO]
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The tax character of dividends and distributions declared during the last two
years or periods ended September 30, 2012, was as follows (000):
ORDINARY LONG-TERM
FUND INCOME CAPITAL GAIN RETURN OF CAPITAL TOTAL
---- -------- ------------ ----------------- -----
RiverPark Large Growth Fund
2011 $ -- $ -- $ 9 $ 9
RiverPark/Wedgewood Fund
2011 1 -- 5 6
RiverPark Small Cap Growth Fund
2011 -- -- 4 4
RiverPark Short Term High Yield Fund
2012 3,847 -- -- 3,847
2011 699 -- -- 699
As of September 30, 2012, the components of distributable earnings on a tax
basis were as follows (000):
TOTAL
DISTRIBUTABLE
UNDISTRIBUTED UNDISTRIBUTED UNREALIZED OTHER EARNINGS
ORDINARY LONG-TERM CAPITAL LOSS POST-OCTOBER APPRECIATION TEMPORARY (ACCUMULATED
INCOME CAPITAL GAIN CARRYFORWARD LOSSES (DEPRECIATION) DIFFERENCES LOSSES)
----------------------------------------------------------------------------------------------
RiverPark Large Growth Fund $ 47 $ 44 $ -- $ -- $ 1,250 $ 6 $ 1,347
RiverPark/Wedgewood Fund 1,596 -- -- (59) 42,297 -- 43,834
RiverPark Small Cap Growth Fund -- 22 -- (26) 257 -- 253
RiverPark Short Term High Yield Fund 68 -- (77) (66) 233 (2) 156
RiverPark Long/Short Opportunity Fund 177 85 -- -- 2,899 (2,570) 591
RiverPark/Gargoyle Hedged Value Fund 109 42 -- -- 2,153 (1,725) 579
Post-October losses represent losses realized on investment transactions from
November 1, 2011, through September 30, 2012, that, in accordance with Federal
income tax regulations, the Funds may elect to defer and treat as having arisen
in the following fiscal year.
For federal income tax purposes, capital loss carryforwards represent realized
losses that a Fund may carry forward for a maximum period of eight years and
apply against future capital gains. At September 30, 2012, the breakdown of
capital loss carryforwards was as follows (000):
FUND EXPIRES 2019
--------------------------------------------------------------------------------
RiverPark Short Term High Yield Fund $ 1
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43
NOTES TO FINANCIAL STATEMENTS
September 30, 2012 (CONTINUED)
--------------------------------------------------------------------------------
6. FEDERAL TAX INFORMATION (CONTINUED)
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. Capital loss carryforwards under the new provisions are as
follows (000):
FUND SHORT TERM LOSS LONG TERM LOSS TOTAL
---- --------------- -------------- -----
RiverPark Short Term High Yield Fund $ 76 $ - $ 76
For federal income tax purposes, the cost of securities owned at September 30,
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
and written options, at September 30, 2012, were as follows (000):
AGGREGATE AGGREGATE
GROSS GROSS NET
FEDERAL TAX UNREALIZED UNREALIZED UNREALIZED
FUND COST APPRECIATION DEPRECIATION APPRECIATION
---- ----------- ------------ ------------ ------------
RiverPark Large Growth Fund $ 17,746 $ 1,536 $ (286) $ 1,250
RiverPark/Wedgewood Fund 411,447 48,539 (6,242) 42,297
RiverPark Small Cap Growth Fund 4,562 689 (432) 257
RiverPark Short Term High Yield Fund 209,639 477 (244) 233
RiverPark Long/Short Opportunity Fund 21,634 3,512 (867) 2,645
RiverPark/Gargoyle Hedged Value Fund 15,329 2,850 (697) 2,153
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44
[RIVERPARK FUNDS LOGO]
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7. OTHER
On September 30, 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 one or many individual
shareholders.
FUND
----
RIVERPARK LARGE GROWTH FUND
Institutional Class Shares 88%
Retail Class Shares 99%
RIVERPARK/WEDGEWOOD FUND
Institutional Class Shares 80%
RIVERPARK SMALL CAP GROWTH FUND
Institutional Class Shares 91%
Retail Class Shares 98%
RIVERPARK SHORT TERM HIGH YIELD FUND
Institutional Class Shares 57%
Retail Class Shares 84%
RIVERPARK LONG/SHORT OPPORTUNITY FUND
Institutional Class Shares 65%
Retail Class Shares 90%
RIVERPARK/GARGOYLE HEDGED VALUE FUND
Institutional Class Shares 12%
Retail Class Shares 94%
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.
8. 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.
--------------------------------------------------------------------------------
45
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------
To the Shareholders and Board of Trustees
RiverPark Funds Trust
We have audited the accompanying statements of assets and liabilities,
including the schedules of investments of RiverPark Funds Trust (the "Trust"),
comprising RiverPark Large Growth Fund, RiverPark/Wedgewood Fund, RiverPark
Small Cap Growth Fund, RiverPark Short Term High Yield Fund, RiverPark
Long/Short Opportunity Fund, and RiverPark/Gargoyle Hedged Value Fund as of
September 30, 2012, and the related statements of operations for the year then
ended, and the statements of changes in net assets and the financial highlights
for each of the two years in the period then ended for RiverPark Large Growth
Fund, River Park/Wedgewood Fund, RiverPark Small Cap Growth Fund, and RiverPark
Short Term High Yield Fund, and the related statements of operations and
changes in net assets, and financial highlights for the period March 30, 2012
(commencement of operations) to September 30, 2012 for RiverPark Long/Short
Opportunity Fund, and the related statements of operations and changes in net
assets, and financial highlights for the period April 30, 2012 (commencement of
operations) to September 30, 2012 for RiverPark/Gargoyle Hedged Value Fund.
These financial statements and financial highlights are the responsibility of
the Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures
included confirmation of securities owned as of September 30, 2012, by
correspondence with the custodian and brokers or by other appropriate auditing
procedures where replies from brokers were not received. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the funds constituting RiverPark Funds Trust as of September 30, 2012, and
the results of their operations, the changes in their net assets and their
financial highlights for the periods indicated above, in conformity with
accounting principles generally accepted in the United States of America.
COHEN FUND AUDIT SERVICES, LTD.
Westlake, Ohio
November 29, 2012
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46
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TRUSTEES AND OFFICERS OF THE TRUST (UNAUDITED)
Set forth below are the names, addresses, ages, position with the Trust, term
of office and length of time served, the principal occupations for the last
five years, number of portfolios in the Fund Complex overseen by Trustee, and
other directorships outside the Fund Complex of each of the persons currently
serving as Trustees and Officers of the Trust. The Trust's Statement of
Additional Information ("SAI") includes additional information about the
trustees and officers. The SAI may be obtained without charge by calling (888)
564-4517. The following chart lists Trustees and Officers as of September 30,
2012.
---------------------------------------------------------------------------------------------------------------------------------
NAME, ADDRESS, POSITION(S) HELD TERM OF OFFICE PRINCIPAL NUMBER OF OTHER
AND AGE WITH THE TRUST AND LENGTH OF OCCUPATION(S) PORTFOLIOS IN FUND DIRECTORSHIPS
TIME SERVED DURING PAST FIVE COMPLEX** HELD BY TRUSTEE
YEARS
---------------------------------------------------------------------------------------------------------------------------------
Richard Browne, Independent Indefinite; since President, Rector 6 None
156 West 56th Trustee September 20, Management
Street, 17th Floor, 2010 Corporation
New York, NY (since 1986).
10019
(52)
---------------------------------------------------------------------------------------------------------------------------------
Michael Cohen, Independent Indefinite; since Managing Partner, 6 None
156 West 56th Trustee September 20, Coda Capital
Street, 17th Floor, 2010 Partners
New York, NY (since 1999).
10019
(53)
---------------------------------------------------------------------------------------------------------------------------------
Ira Balsam, Independent Indefinite; since Chief Financial 6 None
156 West 56th Trustee March 1, Officer, Avenue
Street, 17th Floor, 2010 Capital Management
New York, NY II, L.P. (2/2002-
10019 12/31/2011)
(47)
---------------------------------------------------------------------------------------------------------------------------------
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47
[RIVERPARK FUNDS LOGO]
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TRUSTEES AND OFFICERS OF THE TRUST (UNAUDITED) (CONTINUED)
---------------------------------------------------------------------------------------------------------------------------------
NAME, ADDRESS, POSITION(S) HELD TERM OF OFFICE PRINCIPAL NUMBER OF OTHER
AND AGE WITH THE TRUST AND LENGTH OF OCCUPATION PORTFOLIOS IN FUND DIRECTORSHIPS
TIME SERVED DURING PAST FIVE COMPLEX** HELD BY TRUSTEE
YEARS
---------------------------------------------------------------------------------------------------------------------------------
Morty Schaja*, Interested Trustee, Indefinite; since Chief Executive 6 None
156 West 56th Street, President and June 22, 2010 Officer and
17th Floor, New York, Chairman of the Managing
NY 10019 Board Partner, RiverPark
(57) Advisors, LLC and
RiverPark Capital
Management LLC
(since 2009); Chief
Executive Officer
and Managing
Partner, RiverPark
Capital LLC (since
2006); President
and Chief Operating
Officer, Baron
Capital Inc. and
Baron Funds (1991
to 2006).
---------------------------------------------------------------------------------------------------------------------------------
Mitch Rubin*, Interested Trustee Indefinite; since Chief Investment 6 None
156 West 56th Street, September 20, Officer and
17th Floor, New York, 2010 Managing
NY 10019 Partner, RiverPark
(46) Advisors, LLC and
RiverPark Capital
Management LLC
(since 2009); Chief
Investment Officer
and Managing
Partner, RiverPark
Capital LLC. (2006
to 2008 and since
2009); Partner,
Ariance Capital
(2008); Portfolio
Manager(1995 to
2006).
---------------------------------------------------------------------------------------------------------------------------------
Paul Genova, Secretary Since September Chief Financial N/A N/A
156 West 56th Street, 20, 2010 Officer, RiverPark
17th Floor, New York, Advisors, LLC and
NY 10019 RiverPark Capital
(35) Management
LLC (since 2009);
Chief Financial
Officer, RiverPark
Capital LLC. (since
2008); Controller,
K Squared Capital
Advisors, LP
(2007 to 2008);
Exis Capital
Management, Inc.
(2003 to 2007).
---------------------------------------------------------------------------------------------------------------------------------
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48
[RIVERPARK FUNDS LOGO]
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TRUSTEES AND OFFICERS OF THE TRUST (UNAUDITED) (CONTINUED)
---------------------------------------------------------------------------------------------------------------------------------
NAME, ADDRESS, POSITION(S) HELD TERM OF OFFICE AND PRINCIPAL NUMBER OF OTHER
AND AGE WITH THE TRUST LENGTH OF TIME OCCUPATION PORTFOLIOS IN FUND DIRECTORSHIPS HELD
SERVED DURING PAST FIVE COMPLEX** BY TRUSTEE
YEARS
---------------------------------------------------------------------------------------------------------------------------------
Matt Kelly, Vice President Since September Chief Marketing N/A N/A
156 West 56th 20, 2010 Officer and
Street, 17th Floor, Partner, RiverPark
New York, NY Advisors and
10019 RiverPark Capital
(43) Management LLC
(since 2010); Vice
President, Baron
Funds (1997 to
2010).
---------------------------------------------------------------------------------------------------------------------------------
Michael Lawson, Treasurer and Chief Since September Director, SEIGFS N/A N/A
One Freedom Financial Officer 20, 2010 Fund Accounting
Valley Drive, Oaks, Department (since
PA 19456 2005)
(51)
---------------------------------------------------------------------------------------------------------------------------------
Carolyn Mead, Assistant Vice Since September Corporate Counsel, N/A N/A
One Freedom President and 20, 2010 SEIGFS (since
Valley Drive, Oaks, Assistant Secretary 2007); Associate
PA 19456 Counsel, Stradley
(55) Ronan, Stevens &
Young LLP (2004 to
2007).
---------------------------------------------------------------------------------------------------------------------------------
Brian Ferko, Chief Compliance Since September Managing Director, N/A N/A
500 East Officer 20, 2010 Cipperman
Swedesford Road, Compliance
Suite 104 Wayne, Services;
PA 19087 formerly with
(41) Aberdeen Asset
Management,
BHR Fund
Advisers, Ardmore
Investment
Partners and
Turner Investment
Partners.
---------------------------------------------------------------------------------------------------------------------------------
* Denotes Trustees who are "interested persons" of the Trust or Fund under
the 1940 Act.
** The Fund Complex includes each series of the Trust.
--------------------------------------------------------------------------------
49
DISCLOSURE OF FUND EXPENSES (UNAUDITED)
--------------------------------------------------------------------------------
All mutual funds have operating expenses. As a shareholder of a mutual fund,
your investment is affected by these ongoing costs, which include (among
others) costs for portfolio management, administrative services, and
shareholder reports like this one. It is important for you to understand the
impact of these costs on your investment returns.
Operating expenses such as these are deducted from a mutual fund's gross income
and directly reduce its final investment return. These expenses are expressed
as a percentage of a mutual fund's average net assets; this percentage is known
as a mutual fund's expense ratio.
The following examples use the expense ratio and are intended to help you
understand the ongoing costs (in dollars) of investing in your Fund and to
compare these costs with those of other mutual funds. The examples are based on
an investment of $1,000 made at the beginning of the period shown and held for
the entire period.
The table on the following page illustrates your Fund's costs in two ways.
o ACTUAL FUND RETURN. This section helps you to estimate the actual expenses
after fee waivers that your Fund incurred over the period. The "Expenses Paid
During Period" column shows the actual dollar expense incurred by a $1,000
investment in the Fund, and the "Ending Account Value" number is derived from
deducting that expense from the Fund's gross investment return.
You can use this information, together with the actual amount you invested in
the Fund, to estimate the expenses you paid over that period. Simply divide
your actual account value by $1,000 to arrive at a ratio (for example, an
$8,600 account value divided by $1,000 = 8.6), then multiply that ratio by the
number shown for your Fund under "Expenses Paid During Period."
o HYPOTHETICAL 5% RETURN. This section helps you compare your Fund's costs
with those of other mutual funds. It assumes that the Fund had an annual 5%
return before expenses during the year, but that the expense ratio (Column 3)
for the period is unchanged. This example is useful in making comparisons
because the Securities and Exchange Commission requires all mutual funds to
make this 5% calculation. You can assess your Fund's comparative cost by
comparing the hypothetical result for your Fund in the "Expenses Paid During
Period" column with those that appear in the same charts in the shareholder
reports for other mutual funds.
Note: Because the return is set at 5% for comparison purposes -- NOT your
Fund's actual return--the account values shown may not apply to your specific
investment.
--------------------------------------------------------------------------------
50
DISCLOSURE OF FUND EXPENSES
(UNAUDITED) [RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
BEGINNING ENDING NET EXPENSES
ACCOUNT ACCOUNT ANNUALIZED PAID
VALUE VALUE EXPENSE DURING
4/1/12 9/30/12 RATIOS PERIOD*
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK LARGE GROWTH FUND -- INSTITUTIONAL CLASS SHARES
Actual Fund Return $ 1,000.00 $ 1,004.50 1.00% $ 5.01
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 1,003.80 1.27 6.36
Hypothetical 5% Return 1,000.00 1,018.65 1.27 6.41
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK/WEDGEWOOD FUND -- INSTITUTIONAL CLASS SHARES
Actual Fund Return 1,000.00 1,028.90 1.02 5.17
Hypothetical 5% Return 1,000.00 1,019.90 1.02 5.15
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK/WEDGEWOOD FUND -- RETAIL CLASS SHARES
Actual Fund Return 1,000.00 1,027.50 1.26 6.39
Hypothetical 5% Return 1,000.00 1,018.70 1.26 6.36
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK SMALL CAP GROWTH FUND -- INSTITUTIONAL CLASS SHARES
Actual Fund Return 1,000.00 976.00 1.24 6.13
Hypothetical 5% Return 1,000.00 1,018.80 1.24 6.26
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK SMALL CAP GROWTH FUND -- RETAIL CLASS SHARES
Actual Fund Return 1,000.00 975.00 1.49 7.36
Hypothetical 5% Return 1,000.00 1,017.55 1.49 7.52
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK SHORT TERM HIGH YIELD FUND -- INSTITUTIONAL CLASS SHARES
Actual Fund Return 1,000.00 1,021.40 1.00 5.05
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 1,020.30 1.26 6.36
Hypothetical 5% Return 1,000.00 1,018.70 1.26 6.36
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK LONG/SHORT OPPORTUNITY FUND -- INSTITUTIONAL CLASS SHARES
Actual Fund Return 1,000.00 1,014.00 3.08*** 15.51
Hypothetical 5% Return 1,000.00 1,009.60 3.08*** 15.47
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK LONG/SHORT OPPORTUNITY FUND -- RETAIL CLASS SHARES
Actual Fund Return 1,000.00 1,013.00 3.22*** 16.20
Hypothetical 5% Return 1,000.00 1,008.90 3.22*** 16.17
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK/GARGOYLE HEDGED VALUE FUND -- INSTITUTIONAL CLASS SHARES**
Actual Fund Return 1,000.00 999.20 1.24 6.17
Hypothetical 5% Return 1,000.00 1,018.80 1.24 6.26
------------------------------------------------------------------------------------------------------------------------------------
RIVERPARK/GARGOYLE HEDGED VALUE FUND -- RETAIL CLASS SHARES**
Actual Fund Return 1,000.00 988.20 1.50 7.48
Hypothetical 5% Return 1,000.00 1,015.25 1.50 7.59
------------------------------------------------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio multiplied by
the average account value over the period, multiplied by 183/365 (to
reflect the one-half year period).
** Commenced operations on April 30, 2012.
*** The annualized expense ratios include dividend expense during the six
month period.
--------------------------------------------------------------------------------
51
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APPROVAL OF THE INVESTMENT ADVISORY AND INVESTMENT SUB-ADVISORY AGREEMENTS
At an in-person meeting (the "Meeting") of the Board of Trustees (the "Board")
of RiverPark Funds Trust (the "Trust"), held on September 5, 2012, the Board,
including the Trustees who are not "interested persons" (hereafter, the
"Independent Trustees") as that term is defined by the Investment Company Act
of 1940, as amended (the "1940 Act"), approved the continuance of the Amended
and Restated Investment Advisory Agreement (the "Advisory Agreement") between
RiverPark Advisors, LLC (the "Adviser") and the Trust, on behalf of the
RiverPark Large Growth Fund, RiverPark/Wedgewood Fund, RiverPark Small Cap
Growth Fund, RiverPark Short Term High Yield Fund, RiverPark Long/Short
Opportunity Fund and RiverPark/Gargoyle Hedged Value Fund (collectively, the
"Funds"). In addition, the Board and the Independent Trustees approved the
continuance of the sub-advisory agreement among the Adviser, the Trust, and
Cohanzick Capital Management, LLC, on behalf of the RiverPark Short Term High
Yield Fund, and the sub-advisory agreement among the Adviser, the Trust and
Wedgewood Partners, Inc., on behalf of the RiverPark/Wedgewood Fund (the
"Sub-Advisory Agreements").
The Independent Trustees 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 1940 Act in approving or renewing investment
advisory agreements. In connection with its approval of the continuance of the
Advisory Agreement and each Sub-Advisory Agreement, the Independent Trustees
considered the following factors:
o The overall investment performance of the Adviser and each Sub-Adviser;
o The nature, scope and quality of the services to be provided by the Adviser
and each Sub-Adviser;
o The costs of the services to be provided by the Adviser and each Sub-Adviser
and the structure of the Adviser's fees, including that the Adviser is
responsible for the payment of each 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 Adviser and its affiliates from the
relationship with each Fund.
None of these factors was determinative in the Independent Trustees' decision
to approve the continuance of the Advisory Agreement and each Sub-Advisory
Agreement, but each was a factor in the Independent Trustees' consideration.
In addition, the Independent Trustees discussed and considered materials which
had been distributed to them in advance of the Board meeting and prepared by
the Adviser and the Sub-Advisers in response to the questionnaire provided by
Trust counsel regarding certain matters relevant to the approval of the
continuance of the Advisory Agreement and each Sub-Advisory Agreement under
Section 15(c) of the 1940 Act. These materials included, among other things,
information regarding: (a) the Adviser's and each Sub-Adviser's financial
soundness and ability to honor any applicable expense reimbursement commitment;
(b) information on economies of scale (if any) resulting from growth of the
Funds' assets; (c) the Adviser's and each Sub-Adviser's readiness and ability
to timely provide high quality and adequate information as may be requested by
the Trustees (or the Adviser, in the case of each Sub-Adviser); (d) regulatory
issues; (e) each of the Adviser's and Sub-Adviser's compliance program and
chief compliance officer; and (f) other material factors affecting the Adviser
and each Sub-Adviser.
--------------------------------------------------------------------------------
52
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
The Independent Trustees deliberated with counsel in executive session
regarding the Advisory Agreement and each Sub-Advisory Agreement and considered
the following material factors during their deliberations: (1) the nature,
extent and quality of services provided by the Adviser and each Sub-Adviser;
(2) the investment performance of the Funds, the Adviser and each Sub-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 Funds grow; and (5) whether the fee levels reflect these
economies of scale for the benefit of investors.
In considering the approval of the continuance of the Advisory Agreement, the
Independent Trustees discussed each Fund's performance and the overall
performance by the Adviser, their familiarity with the principals of the
Adviser, their 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 continue to perform based on this experience. They further
discussed the depth of resources and skill that the Adviser has demonstrated in
its management of the Funds. In addition, the Independent Trustees noted the
Adviser's demonstrated ability to comply with dynamic regulatory requirements
and continued commitment to responsiveness and compliance going forward. They
discussed the information that had been provided to them regarding the
Adviser's fees, the Adviser's profitability and the expenses of the Funds and
how this information compared to the data regarding other comparable funds. The
Independent Trustees concluded that they had received and evaluated such
information (including the Adviser's Code of Ethics and the current Advisory
Agreement and Expense Limitation Agreement) as they deemed necessary (in
consultation with counsel) in order to make an informed determination as to
whether the current Advisory Agreement continues to be in the best interest of
the Trust and the Funds' shareholders. In making their determination, no single
factor was controlling in their decision, but rather the Independent Trustees
considered all of these factors in their totality.
Regarding each Sub-Adviser, the Independent Trustees considered the performance
of the relevant Funds and the Sub-Adviser's expertise in managing the
applicable strategy, as well as the performance history of the Sub-Adviser
demonstrated by the written materials provided in advance of the meeting. The
Independent Trustees concluded that they continued to be satisfied with each
Sub-Adviser's qualifications. They discussed the information that had been
provided to them regarding the fees and impact on each Sub-Adviser's
profitability. They determined that the arrangements that had been made with
each Sub-Adviser regarding the absorption of certain costs and expenses or the
operation with reduced or waived fees on certain assets of the relevant Funds
demonstrated each Sub-Adviser's continued commitment to maintaining a
reasonable expense ratio. They expressed their satisfaction with each
Sub-Adviser's financial stability and prudent fiscal management and noted the
continued personal investments of key management in each Sub-Adviser's
strategy. With regard to each relevant Fund, the Independent Trustees noted
they were satisfied with the data regarding other comparable funds and that the
expenses in light of such expenses were reasonable. They concluded that they
had received and evaluated such information as they deemed necessary (in
consultation with Trust counsel) to make an informed determination as to
whether each Sub-Advisory Agreement continues to be in the best interest of the
relevant Fund and its shareholders. In making their determination, no single
factor was controlling in their decision, but rather the Independent Trustees
considered all of these factors in their totality.
Based on the Board's deliberations and its evaluation of the information
described above, the Board, including all of the Independent Trustees,
unanimously: (a) concluded that terms of the Advisory Agreement and each
Sub-Advisory Agreement were fair and reasonable; (b) concluded that the
Adviser's and each Sub-Adviser's fees were reasonable in light of the services
that the Adviser and each Sub-Adviser provides to the
--------------------------------------------------------------------------------
53
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
APPROVAL OF THE INVESTMENT ADVISORY AND INVESTMENT SUB-ADVISORY AGREEMENTS
(CONTINUED)
Funds; and (c) agreed to approve the continuance of the Advisory Agreement and
each Sub-Advisory Agreement through September 30, 2013.
--------------------------------------------------------------------------------
54
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
NOTICE TO SHAREHOLDERS (UNAUDITED)
For shareholders that do not have an September 30, 2012, tax year end, this
notice is for informational purposes only. For shareholders with an September
30, 2012, tax year end, please consult your tax advisor as to the pertinence of
this notice. For the fiscal year ended September 30, 2012, the Fund is
designating the following items with regard to distributions paid during the
year.
LONG TERM ORDINARY
CAPITAL GAINS INCOME TOTAL QUALIFYING
DISTRIBUTIONS DISTRIBUTIONS DISTRIBUTIONS DIVIDENDS (1)
------------- ------------- ------------- -------------
RiverPark Large Growth Fund 0% 0% 0% 0%
RiverPark/Wedgewood Fund 0% 0% 0% 0%
RiverPark Small Cap Growth Fund 0% 0% 0% 0%
RiverPark Short Term High Yield Fund 0% 100% 100% 0%
RiverPark Long Short Opportunity Fund 0% 0% 0% 0%
RiverPark/Gargoyle Hedged Value Fund 0% 0% 0% 0%
QUALIFYING U.S. QUALIFIED QUALIFIED
DIVIDEND GOVERNMENT INTEREST SHORT-TERM
INCOME (2) INCOME (3) INCOME(4) CAPITAL GAIN(5)
---------- ---------- ----------- ---------------
RiverPark Large Growth Fund 0% 0% 0% 100%
RiverPark/Wedgewood Fund 0% 0% 0% 100%
RiverPark Small Cap Growth Fund 0% 0% 0% 0%
RiverPark Short Term High Yield Fund 0% 0% 91% 0%
RiverPark Long Short Opportunity Fund 0% 0% 0% 0%
RiverPark/Gargoyle Hedged Value Fund 0% 0% 0% 0%
(1) Qualifying dividends represent dividends which qualify for the corporate
dividends received deduction and is reflected as a percentage of ordinary
Income distributions (the total of short term capital gain and net investment
income distributions).
(2) The percentage in this column represents the amount of "Qualifying Dividend
Income" as created by the Jobs and Growth Tax Relief Reconciliation Act of 2003
and is reflected as a percentage of ordinary income distributions (the total of
short term capital gain and net investment income distributions). It is the
intention of each of the aforementioned funds to designate the maximum amount
permitted by law.
(3) "U.S. Government Interest" represents the amount of interest that was
derived from direct U.S. Government obligations and distributed during the
fiscal year. This amount is reflected as a percentage of ordinary income.
Generally, interest from direct U.S. Government obligations is exempt from
state income tax. However, for shareholders of the Advisors' Inner Circle Fund
-- Edgewood Growth Fund who are residents of California, Connecticut, New
Jersey and New York, the statutory threshold requirements were not satisfied to
permit exemption of these amounts from state income.
(4) The percentage in this column represents the amount of "Interest Related
Dividends" as created by the American Jobs Creation Act of 2004 and is
reflected as a percentage of net investment income distributions that is exempt
from U.S. withholding tax when paid to foreign investors.
(5) The percentage in this column represents the amount of "Short-Term Capital
Gain Dividends" as created by the American Jobs Creation Act of 2004 and is
reflected as a percentage of short-term capital gain distributions that is
exempt from U.S. withholding tax when paid to foreign investors.
--------------------------------------------------------------------------------
55
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(This page intentionally left blank)
INVESTMENT ADVISER
RiverPark Advisors, LLC
156 West 56th Street, 17th Floor
New York, New York 10019
CUSTODIAN
Brown Brothers Harriman & Co.
40 Water Street
Boston, Massachusetts 02109
PRIME BROKERS:
Goldman Sachs & Co.
200 West Street, 3(rd) Floor
New York, NY 10282
Credit Suisse Securities (USA) LLC
300 Conshohocken State Rd -- Ste 600
West Conshohocken, PA 19428
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.
1350 Euclid Ave., Suite 800
Cleveland, Ohio 44115
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-AR-001-0200
ITEM 2. CODE OF ETHICS.
A code of ethics, as defined in Item 2 of Form NCSR, adopted by the registrant
and applicable to the registrant's principal executive officer and principal
financial officer, was in effect during the entire period covered by this
report.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The registrant's board of trustees has determined that Michael Cohen, member of
the registrant's Audit Committee, is an "audit committee financial expert" and
is "independent" as that term is defined in Item 3 of Form NCSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a)(d) Aggregate fees billed to registrant for the fiscal years ended September
30, 2012 and September 30, 2011 for professional services rendered by
registrant's principal accountant were as follows:
--------------------------------------------------------------------------------
2012 2011
--------------------------------------------------------------------------------
(a) Audit Fees $58,500 $55,000
--------------------------------------------------------------------------------
(b) Audit-Related Fees $- $-
--------------------------------------------------------------------------------
(c) Tax Fees $12,500 $17,500
--------------------------------------------------------------------------------
(d) All Other Fees $- $-
--------------------------------------------------------------------------------
Audit Fees include amounts related to the audit of the registrant's annual
financial statements and services normally provided by the principal accountant
in connection with statutory and regulatory filings.
All Other Fees include amounts billed for products and services other than those
disclosed in paragraphs (a) through (c) of this Item.
(e)(1) The registrant's Audit Committee has adopted, and the Board of Trustees
has ratified, an Audit and NonAudit Services PreApproval Policy (the "Policy"),
which requires the registrant's Audit Committee to preapprove all audit and
nonaudit services provided by the principal accountant to the registrant. The
Policy also requires the Audit Committee to preapprove any engagement of the
principal accountant to provide nonaudit services to the registrant's investment
adviser, if the services relate directly to the registrant's operations and
financial reporting.
(e)(2) No services included in (b)(d) above were approved pursuant to paragraph
(c)(7)(i)(C) of Rule 201 of Regulation SX.
(f) Not applicable.
(g) The aggregate fees billed by registrant's principal accountant for nonaudit
services rendered to the registrant, for nonaudit services rendered to the
registrant's investment adviser, and for nonaudit services rendered to entities
controlled by the adviser for the last fiscal year was $0.
(h) During the past fiscal year, all nonaudit services provided by registrant's
principal accountant to either registrant's investment adviser or to any entity
controlling, controlled by, or under common control with registrant's investment
adviser that provides ongoing services to registrant were preapproved by the
audit committee of registrant's board of trustees. Included in the audit
committee's preapproval was the review and consideration as to whether the
provision of these nonaudit services is compatible with maintaining the
principal accountant's independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable to openend management investment companies.
ITEM 6. SCHEDULE OF INVESTMENTS.
See Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSEDEND
MANAGEMENT INVESTMENT COMPANIES.
Not applicable to openend management investment companies.
ITEM 8. PORTFOLIO MANAGERS OF CLOSEDEND MANAGEMENT INVESTMENT COMPANIES.
Not applicable to openend management investment companies.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSEDEND MANAGEMENT COMPANY AND
AFFILIATED PURCHASERS.
Not applicable to openend 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 halfyear
that have materially affected, or are reasonably likely to materially affect,
the registrant's internal control over financial reporting.
ITEMS 12. EXHIBITS.
(a)(1) The registrant's code of ethics pursuant to Item 2 of Form NCSR is
attached.
(a)(2) A separate certification for the principal executive officer and the
principal financial officer of the registrant as required by Rule 30a2(a) under
the Investment Company Act of 1940, as amended (17 CFR 270.30a2(a)), are filed
herewith.
(b) Officer certifications as required by Rule 30a2(b) under the Investment
Company Act of 1940, as amended (17 CFR 270.30a2(b)) also accompany this filing
as an Exhibit.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) RiverPark Funds Trust
By (Signature and Title)* /s/ Morty Schaja
--------------------------------------
Morty Schaja
President
Date: December 7, 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: December 7, 2012
By (Signature and Title)* /s/ Michael Lawson
--------------------------------------
Michael Lawson
Chief Financial Officer and Treasurer
Date: December 7, 2012
* Print the name and title of each signing officer under his or her
signature.