UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________
FORM N-CSRS
________
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
INVESTMENT COMPANY ACT FILE NUMBER 811-22431
RIVERPARK FUNDS TRUST
(Exact name of registrant as specified in charter)
________
156 West 56th Street, 17th Floor
New York, NY 10019
(Address of principal executive offices) (Zip code)
Morty Schaja
156 West 56th Street, 17th Floor
New York, NY 10019
(Name and address of agent for service)
With copies to:
Thomas R. Westle
Blank Rome LLP
405 Lexington Avenue
New York, NY 10174
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 212-484-2100
DATE OF FISCAL YEAR END: SEPTEMBER 30, 2013
DATE OF REPORTING PERIOD: MARCH 31, 2013
ITEM 1. REPORTS TO STOCKHOLDERS.
[RIVERPARK FUNDS LOGO]
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Semi-Annual Report
March 31, 2013 (Unaudited)
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RiverPark Large Growth Fund
Retail Class and Institutional Class Shares
RiverPark/Wedgewood 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
TABLE OF CONTENTS
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Schedules of Investments
RiverPark Large Growth Fund .......................................... 1
RiverPark/Wedgewood Fund ............................................. 2
RiverPark Short Term High Yield Fund ................................. 3
RiverPark Long/Short Opportunity Fund ................................ 5
RiverPark/Gargoyle Hedged Value Fund ................................. 8
Statements of Assets and Liabilities ...................................... 10
Statements of Operations .................................................. 12
Statements of Changes in Net Assets ....................................... 14
Financial Highlights ...................................................... 18
Notes to Financial Statements ............................................. 20
Disclosure of Fund Expenses ............................................... 33
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.
[RIVERPARK FUNDS LOGO] RiverPark Large Growth Fund
March 31, 2013 (UNAUDITED)
--------------------------------------------------------------------------------
Sector Weighting+
26.5% Consumer Discretionary
25.9% Information Technology
19.8% Financials
7.4% Energy
5.9% Industrials
5.1% Materials
4.1% Time Deposit
2.8% Telecommunication Services
2.5% Health Care
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
Description Shares Value (000)
--------------------------------------------------------------------------------
Schedule of Investments
Common Stock -- 96.6%**
Consumer Discretionary -- 26.7%
Coach 10,320 $ 516
Discovery Communications, ClC* 7,180 499
Dollar Tree* 26,839 1,300
Fossil* 2,413 233
Las Vegas Sands 5,202 293
priceline.com* 1,550 1,067
Ralph Lauren, Cl A 1,592 269
Starbucks 13,516 770
TripAdvisor* 9,506 499
Ulta Salon Cosmetics & Fragrance* 5,053 410
Walt Disney 13,185 749
Wynn Resorts 2,154 270
-----
6,875
-----
Energy -- 7.5%
Cabot Oil & Gas 7,869 532
National Oilwell Varco 5,280 373
Schlumberger 3,123 234
Southwestern Energy* 21,068 785
-----
1,924
-----
Financials -- 20.0%
American Express 5,381 363
Charles Schwab 41,117 727
CME Group, Cl A 7,781 478
KKR & Co., LP (a) 26,682 516
Mastercard, Cl A 931 504
TD Ameritrade Holding 36,631 755
The Blackstone Group LP (a) 65,350 1,293
Visa, Cl A 2,972 504
-----
5,140
-----
Health Care -- 2.5%
Edwards Lifesciences* 2,837 233
Intuitive Surgical* 433 213
Stericycle* 1,980 210
-----
656
-----
--------------------------------------------------------------------------------
Shares/Face
Description Amount (000) Value (000)
--------------------------------------------------------------------------------
Industrials -- 5.9%
B/E Aerospace* 4,204 $ 253
Precision Castparts 1,180 224
Realogy Holdings* 21,288 1,040
-----
1,517
-----
Information Technology -- 26.1%
Alliance Data Systems* 3,529 571
Apple 3,182 1,408
Cognizant Technology Solutions, Cl A* 5,999 460
eBay* 12,370 671
Equinix* 5,432 1,175
Google, Cl A* 1,525 1,211
QUALCOMM* 18,127 1,214
-----
6,710
-----
Materials -- 5.1%
Ecolab 2,940 236
Monsanto 8,306 877
Praxair 1,740 194
-----
1,307
-----
Telecommunication Services -- 2.8%
American Tower REIT, Cl A 4,888 376
SBA Communications, Cl A* 4,907 353
-----
729
-----
Total Common Stock
(Cost $21,098) (000) 24,858
------
Time Deposit -- 4.1%
Brown Brothers, 0.031% (b) $ 1,066 1,066
(Cost $1,066) (000) ------
Total Investments -- 100.7%
(Cost $22,164) (000) $ 25,924
========
As of March 31, 2013, 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 $25,739 (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 March 31, 2013,
these securities amounted to $1,809 (000) or 7.0% of Net Assets.
(b) Rate shown is the simple yield as of March 31, 2013.
Cl -- Class
LP -- Limited Partnership
REIT -- Real Estate Investment Trust
The accompanying notes are an integral part of the financial statements.
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1
[RIVERPARK FUNDS LOGO] RiverPark/Wedgewood Fund
March 31, 2013 (UNAUDITED)
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Sector Weighting+
29.6 Information Technology
20.0 Health Care
15.9 Financials
11.2 Industrails
10.3 Consumer Discretionary
6.8% Time Deposit
6.2% Energy
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
Description Shares Value (000)
--------------------------------------------------------------------------------
Schedule of Investments
Common Stock -- 92.9%**
Consumer Discretionary -- 10.3%
Coach 542,000 $ 27,095
Monster Beverage* 503,000 24,013
priceline.com* 32,000 22,014
----------
73,122
----------
Energy -- 6.1%
National Oilwell Varco 303,000 21,437
Schlumberger 298,000 22,317
----------
43,754
----------
Financials -- 15.9%
American Express 307,000 20,710
Berkshire Hathaway, Cl B 418,000 43,556
Charles Schwab 1,344,000 23,776
Visa, Cl A 148,000 25,136
----------
113,178
----------
Health Care -- 20.0%
Express Scripts Holding* 645,000 37,184
Gilead Sciences* 486,000 23,780
Perrigo 174,000 20,659
Stericycle* 306,000 32,491
Varian Medical Systems* 391,000 28,152
----------
142,266
----------
Industrials -- 11.1%
Cummins 250,000 28,952
Expeditors International of
Washington 703,000 25,104
Verisk Analytics, Cl A* 409,000 25,207
----------
79,263
----------
Information Technology -- 29.5%
Apple 145,000 64,181
Cognizant Technology Solutions, Cl A* 406,000 31,104
EMC* 1,386,000 33,112
Google, Cl A* 47,000 37,319
QUALCOMM* 666,000 44,589
----------
210,305
----------
Total Common Stock
(Cost $586,543) (000) 661,888
----------
--------------------------------------------------------------------------------
Face Amount
Description (000) Value (000)
--------------------------------------------------------------------------------
Time Deposit -- 6.8%
Brown Bothers, 0.031%(a) $ 48,462 $ 48,462
(Cost $48,462) (000) ---------
Total Investment -- 99.7%
(Cost $635,005) (000)
$710,350
=========
As of March 31, 2013, 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 $712,220 (000).
* Non-income producing security.
** More narrow industries are utilized for compliance purposes,
whereas broad sectors are utilized for reporting purposes.
(a) Rate shown is the simple yield as of March 31, 2013.
Cl -- Class
The accompanying notes are an integral part of the financial statements.
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2
[RIVERPARK FUNDS LOGO] RiverPark Short Term High Yield Fund
March 31, 2013 (UNAUDITED)
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Sector Weighting+
90.8% Corporate Obligations
7.0% Convertible Bonds
1.6% Bank Loan Obligations
0.5% Preferred Stock
0.1% Asset-Backed Security
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
Face Amount
Description (000) Value (000)
--------------------------------------------------------------------------------
Schedule of Investments
Corporate Obligations -- 90.8%
Consumer Discretionary -- 18.6%
Avis Budget Car Rental
9.625%, 03/15/18 $ 19,333 $ 21,808
2.790%, 05/15/14 (a) 2,300 2,312
Hanesbrands
8.000%, 12/15/16 10,066 10,934
Lions Gate Entertainment
10.250%, 11/01/16 (b) 500 548
MDC Partners
11.000%, 11/01/16 (b) 14,835 16,541
MGM Resorts International
6.750%, 04/01/13 9,215 9,215
Nielsen Finance
11.625%, 02/01/14 7,911 8,564
Office Depot
6.250%, 08/15/13 5,824 5,933
QVC
7.125%, 04/15/17 (b) 590 611
Sealy Mattress
8.250%, 06/15/14 500 502
Wallace Theater Holdings
12.500%, 06/15/13 (a) (b) 17,280 17,366
------
94,334
------
Consumer Staples -- 10.5%
Avon Products
5.625%, 03/01/14 7,980 8,326
Beverages & More
9.625%, 10/01/14 (b) 7,125 7,374
Dole Food
13.875%, 03/15/14 10,994 11,764
8.000%, 10/01/16 (b) 1,850 1,933
Pinnacle Foods Finance
9.250%, 04/01/15 2,216 2,227
Southern States Cooperative
11.250%, 05/15/15 (b) 2,617 2,774
SUPERVALU
7.500%, 11/15/14 18,691 18,855
------
53,253
------
--------------------------------------------------------------------------------
Face Amount
Description (000) Value (000)
--------------------------------------------------------------------------------
Energy -- 13.3%
Chesapeake Energy
6.875%, 08/15/18 $ 10,554 $ 11,332
Offshore Group Investment
11.500%, 08/01/15 30,220 33,015
Seitel
9.750%, 02/15/14 3,785 3,802
SESI
6.875%, 06/01/14 2,950 2,955
Stallion Oilfield Holdings
10.500%, 02/15/15 15,427 16,353
------
67,457
------
Financials -- 3.3%
ABN Amro North American
Holding Preferred Capital
Repackage Trust I
3.388%, 12/29/49 (a) (b) 2,000 2,000
Realogy Group
12.000%, 04/15/17 10,805 11,528
11.500%, 04/15/17 3,000 3,206
------
16,734
------
Health Care -- 5.9%
Angiotech Pharmaceuticals
5.000%, 12/01/13 (a) 3,799 3,818
BioScrip
10.250%, 10/01/15 5,900 6,232
Elan Finance
6.250%, 10/15/19 (b) 4,000 4,690
Merge Healthcare
11.750%, 05/01/15 8,510 9,090
St. Jude Medical
3.750%, 07/15/14 5,731 5,963
------
29,793
------
Industrials -- 7.1%
ACL I
10.625%, 02/15/16 23,309 24,566
ARAMARK
8.500%, 02/01/15 3,750 3,755
Continental Airlines
Pass-Through Trust
6.940%, 10/15/13 10 10
Corrections Corp of America
7.750%, 06/01/17 1,420 1,492
Intertape Polymer US
8.500%, 08/01/14 587 590
KAR Auction Services
4.299%, 05/01/14 (a) 1,000 1,001
NXP BV
3.054%, 10/15/13 (a) 1,338 1,338
Ultrapetrol Bahamas
9.000%, 11/24/14 3,250 3,250
------
36,002
------
The accompanying notes are an integral part of the financial statements.
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3
[RIVERPARK FUNDS LOGO] RiverPark Short Term High Yield Fund
March 31, 2013 (UNAUDITED)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Face Amount
Description (000) Value (000)
--------------------------------------------------------------------------------
Information Technology -- 13.9%
Alion Science and Technology
12.000%, 11/01/14 $ 626 $ 643
Equinix
8.125%, 03/01/18 20,561 22,733
First Data
9.875%, 09/24/15 17,144 17,744
Seagate Technology International
10.000%, 05/01/14 (b) 4,526 4,809
Stratus Technologies Bermuda
12.000%, 03/29/15 3,829 3,939
Stream Global Services
11.250%, 10/01/14 (b) 19,434 20,188
------
70,056
------
Materials -- 7.0%
Appleton Papers
10.500%, 06/15/15 (b) 14,575 15,450
9.750%, 06/15/14 2,306 2,297
Catalyst Paper
13.000%, 09/13/16 (a) (b) 3,526 3,658
Neenah Paper
7.375%, 11/15/14 2,151 2,162
Noranda Aluminum Acquisition
4.524%, 05/15/15 (a) 11,919 11,923
------
35,490
------
Telecommunication Services -- 11.2%
Cricket Communications
7.750%, 05/15/16 7,500 7,838
Frontier Communications
6.625%, 03/15/15 189 211
Intelsat Luxembourg
11.500%, 02/04/17 17,025 18,089
iPCS
2.424%, 05/01/13 (a) 5,500 5,497
ITC Deltacom
10.500%, 04/01/16 2,603 2,751
Virgin Media Finance
4.875%, 02/15/22 19,100 19,434
Wind Acquisition Finance
11.750%, 07/15/17 (b) 2,760 2,939
------
56,759
------
Total Corporate Obligations
(Cost $459,124) (000) 459,878
-------
--------------------------------------------------------------------------------
Face Amount
Description (000)/Shares Value (000)
--------------------------------------------------------------------------------
Convertible Bonds -- 7.0%
Five Star Quality Care
3.750%, 10/15/26 $ 2,000 $ 1,980
Icahn Enterprises LP
4.000%, 08/15/13 (a) 18,488 18,661
NRFC NNN Holdings
11.500%, 06/15/13 (b) 13,975 14,569
-------
Total Convertible Bonds
(Cost $34,738) (000) 35,210
-------
Preferred Stock -- 0.5%
HJ Heinz Finance 25 2,558
8.000%, 07/15/13 (b) -------
(Cost $2,666) (000)
Asset-Backed Security -- 0.1%
Other Asset-Backed Security -- 0.1%
Aircraft Certificate Owner Trust
Ser 2003-1A, Cl D
6.455%, 09/20/22 (b) 697 708
(Cost $699) (000) ------
Bank Loan Obligations -- 1.6%
Eastman Kodak
0.000%, 07/20/13 (c) 1,403 1,403
MediaNews Group
8.500%, 03/19/14 2,623 2,611
Paxton Media Group
9.000%, 04/29/15 4,069 3,835
9.000%, 04/29/15 268 253
-----
Total Bank Loan Obligations
(Cost $8,169) (000)
8,102
-----
Total Investments -- 100.0%
(Cost $505,396) (000)
$506,456
========
As of March 31, 2013, all of the Fund's investments were considered Level 2,
except for 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 $506,306 (000).
(a) Variable rate security - Rate disclosed is the rate in effect on March 31,
2013.
(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) Unsettled bank loan. Interest rate not available as of March 31, 2013.
Cl -- Class
LP -- Limited Partnership
Ser -- Series
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
4
[RIVERPARK FUNDS LOGO] RiverPark Long/Short Opportunity Fund
March 31, 2013 (UNAUDITED)
--------------------------------------------------------------------------------
Sector Weighting+
24.9% Consumer Discretionary
24.7% Information Technology
18.9% Financials
11.2% Time Deposit
7.3% Energy
4.7% Industrials
3.2% Materials
2.6% Health Care
2.5% Telecommunication Services
+ Percentages are based on total investments. Excludes securities sold
short, purchased options and written options.
--------------------------------------------------------------------------------
Description Shares Value (000)
--------------------------------------------------------------------------------
Schedule of Investments
Common Stock -- 98.2%**
Consumer Discretionary -- 27.6%
Coach 14,544 $ 727
Discovery Communications, Cl C* (c) 8,605 598
Dollar Tree* (c) 30,249 1,465
Dollarama 6,735 432
Fossil* 3,492 338
Imax* 13,731 367
Las Vegas Sands 7,152 403
priceline.com* (c) 1,734 1,193
Ralph Lauren, Cl A 2,010 340
Rentrak* 17,145 377
Starbucks 19,510 1,111
TripAdvisor* 13,502 709
Ulta Salon Cosmetics & Fragrance* 7,045 572
Walt Disney (c) 14,552 827
Wynn Resorts 2,961 371
-----
9,830
-----
Energy -- 8.1%
Cabot Oil & Gas (c) 10,894 737
CARBO Ceramics 1,981 180
National Oilwell Varco (c) 6,767 479
Schlumberger (c) 4,756 356
Southwestern Energy* 30,089 1,121
-----
2,873
-----
Financials -- 20.9%
American Express 7,398 499
Charles Schwab (c) 54,336 961
CME Group, Cl A (c) 11,736 721
KKR & Co., LP (a) 41,185 796
Mastercard, Cl A (c) 1,138 616
TD Ameritrade Holding 50,653 1,044
The Blackstone Group LP (a) 111,601 2,208
Visa, Cl A (c) 3,546 602
-----
7,447
-----
Health Care -- 2.8%
Accretive Health* (c) 35,679 362
Edwards Lifesciences* 4,117 338
--------------------------------------------------------------------------------
Shares/Face
Description Amount (000) Value (000)
--------------------------------------------------------------------------------
Intuitive Surgical* 626 $ 308
-----
1,008
-----
Industrials -- 5.2%
B/E Aerospace 5,800 350
Realogy Holdings* 30,431 1,486
-----
1,836
-----
Information Technology -- 27.3%
Alliance Data Systems* (c) 4,328 700
Apple (c) 2,898 1,283
Bankrate* 39,776 475
Cognizant Technology Solutions, Cl A* 9,162 702
eBay* 17,107 928
Equinix* 7,619 1,648
Google, Cl A* 2,154 1,710
QUALCOMM* (c) 24,295 1,626
Stamps.com* 12,655 316
TiVo* 28,075 348
-----
9,736
-----
Materials -- 3.5%
Monsanto 11,797 1,246
-----
Telecommunication Services -- 2.8%
American Tower REIT, Cl A (c) 6,603 508
SBA Communications, Cl A* (c) 6,625 477
-----
985
-----
Total Common Stock
(Cost $31,012) (000) 34,961
------
Time Deposit -- 12.4%
Brown Brothers, 0.031% (b) $ 4,431 4,431
(Cost $4,431) (000) ------
Total Investments -- 110.6%
(Cost $35,443) (000) $ 39,392
========
Schedule of Securities Sold Short
Common Stock -- (51.1)%
Consumer Discretionary -- (19.1)%
Amazon.com (589) $ (157)
Best Buy (19,782) (438)
Burger King Worldwide (27,323) (522)
Darden Restaurants (3,610) (186)
DeVry (14,344) (456)
DIRECTV* (2,610) (148)
DISH Network, Cl A (3,710) (140)
GameStop, Cl A (6,794) (190)
Gannett (17,409) (381)
Garmin (11,825) (391)
GNC Holdings, Cl A (8,614) (338)
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
5
[RIVERPARK FUNDS LOGO] RiverPark Long/Short Opportunity Fund
March 31, 2013 (UNAUDITED)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Description Shares Value (000)
--------------------------------------------------------------------------------
Guess? (6,500) $ (162)
Macy's (6,095) (255)
Netflix* (1,838) (348)
Nielsen Holdings (15,266) (547)
Six Flags Entertainment (5,693) (413)
Sony ADR (37,156) (646)
Staples (26,438) (355)
Starz - Liberty Capital* (12,968) (287)
Strayer Education (3,333) (161)
Weight Watchers International (6,434) (271)
-------
(6,792)
-------
Consumer Staples -- (1.7)%
Green Mountain Coffee Roasters* (3,638) (207)
Walgreen (8,062) (384)
-------
(591)
-------
Energy -- (1.8)%
CONSOL Energy (5,890) (198)
First Solar* (9,612) (259)
Peabody Energy (8,291) (176)
------
(633)
------
Financials -- (1.7)%
Green Dot, Cl A* (14,719) (246)
Legg Mason (5,641) (181)
Progressive (7,146) (181)
------
(608)
------
Health Care -- (0.5)%
Cerner* (1,890) (179)
-----
Hedge -- (2.5)%
iShares Russell 1000 Growth Index (12,540) (895)
------
Industrials -- (5.6)%
General Dynamics (3,524) (249)
Huntington Ingalls Industries (6,402) (341)
Iron Mountain (15,391) (559)
Lockheed Martin (2,942) (284)
Northrop Grumman (4,320) (303)
Pitney Bowes (16,456) (244)
-------
(1,980)
-------
Information Technology -- (18.3)%
Activision Blizzard (29,513) (430)
Akamai Technologies* (7,681) (271)
Corning (33,130) (441)
Electronic Arts* (28,353) (502)
Facebook, Cl A* (5,606) (144)
Flextronics International* (80,285) (543)
Hewlett-Packard* (24,271) (579)
IAC (4,122) (184)
Intel (17,007) (372)
Jabil Circuit (17,242) (319)
Lexmark International, Cl A (15,825) (418)
--------------------------------------------------------------------------------
Shares/
Description Contracts Value (000)
--------------------------------------------------------------------------------
Linear Technology (3,912) $ (150)
Microsoft (25,471) (728)
NetApp* (5,161) (176)
Nokia ADR (67,535) (221)
Rackspace Hosting* (5,109) (258)
Research In Motion* (30,112) (435)
Western Union (10,552) (159)
Yahoo!* (8,089) (190)
-------
(6,520)
-------
Total Common Stock
(Proceeds $16,755) (000) (18,198)
---------
Total Securities Sold Short
(Proceeds $16,755) (000) $(18,198)
=========
Purchased Options -- 0.1% *
Apple, Call Option
Expires 06/22/13, Strike Price
$460 9 $ 16
Expires 06/22/13, Strike Price
$450 13 27
--------
Total Purchased Options
(Cost $68) (000) $ 43
========
Written Options -- (0.1)% *
Apple, Call Option
Expires 06/22/13, Strike Price
$500 (22) $ (15)
Apple, Put Option
Expires 06/22/13, Strike Price
$455 (11) (37)
--------
Total Written Options
(Premiums Received $69) (000) $ (52)
========
The following is a summary of the inputs used as of March 31, 2013, in
valuing the Fund's investments carried at value (000):
Investments in Securities Level 1 Level 2 Level 3 Total
------------------------------------------------------
Common Stock $ 34,961 $ -- $ -- $ 34,961
Time Deposit -- 4,431 -- 4,431
--------- -------- ------- --------
Total Investments in Securities $ 34,961 $ 4,431 $ -- $ 39,392
========= ======== ======= ========
Liabilities Level 1 Level 2 Level 3 Total
------------------------------------------------------
Common Stock $ (18,198) $ -- $ -- $ (18,198)
--------- -------- ------- --------
Total Liabilities $ (18,198) $ -- $ -- $ (18,198)
========= ======== ======= ========
Other Financial Instruments Level 1 Level 2 Level 3 Total
------------------------------------------------------
Purchased Options $ 43 $ -- $ -- $ 43
Written Options (52) -- -- (52)
Total Return Swaps^ -- -- -- --
--------- -------- ------- --------
Total Other Financial Instruments $ (9) $ -- $ -- $ (9)
========= ======== ======= ========
^ Total Return Swaps are valued at the unrealized appreciation
(depreciation) the instrument. The Total Return Swaps reset monthly, as
such there was $0 unrealized appreciation (depreciation) as of March 31,
2013. The swaps are considered Level 2.
Please see Note 2 in Notes to Financial Statements for further information
regarding fair value measurements.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
6
[RIVERPARK FUNDS LOGO] RiverPark Large Growth Fund
March 31, 2013 (UNAUDITED)
--------------------------------------------------------------------------------
A list of open swap agreements held by the Fund at March 31, 2013, was as
follows:
------------------------------------------------------------------------------------------------------------------------------------
Total Return Swaps
------------------------------------------------------------------------------------------------------------------------------------
Net Unrealized
Appreciation
Termination Notional (Depreciation)
Counterparty Reference Entity/Obligation Fund Pays Fund Receives Date Amount (000) (000)
------------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs Accretive Health Fed Funds 1-Day - 0.45% Total Return 08/20/13 32 $ --
Goldman Sachs Alliance Data Systems Fed Funds 1-Day - 0.45% Total Return 09/10/13 33 --
Goldman Sachs American Tower REIT Fed Funds 1-Day - 0.45% Total Return 10/11/13 47 --
Goldman Sachs Apple Fed Funds 1-Day - 0.45% Total Return 06/19/13 286 --
Goldman Sachs Cabot Oil & Gas Fed Funds 1-Day - 0.45% Total Return 10/11/13 24 --
Goldman Sachs Charles Schwab Fed Funds 1-Day - 0.45% Total Return 09/10/13 111 --
Goldman Sachs CME Group Fed Funds 1-Day - 0.45% Total Return 10/11/13 25 --
Goldman Sachs Discovery Communications Fed Funds 1-Day - 0.45% Total Return 05/24/13 22 --
Goldman Sachs Dollar Tree Fed Funds 1-Day - 0.45% Total Return 08/21/13 393 --
Goldman Sachs Mastercard Fed Funds 1-Day - 0.45% Total Return 09/03/13 114 --
Goldman Sachs National Oilwell Varco Fed Funds 1-Day - 0.45% Total Return 05/24/13 30 --
Goldman Sachs priceline.com Fed Funds 1-Day - 0.45% Total Return 06/04/13 263 --
Goldman Sachs QUALCOMM Fed Funds 1-Day - 0.45% Total Return 05/24/13 186 --
Goldman Sachs SBA Communications Fed Funds 1-Day - 0.45% Total Return 10/11/13 61 --
Goldman Sachs Schlumberger Fed Funds 1-Day - 0.45% Total Return 09/03/13 77 --
Goldman Sachs Visa Fed Funds 1-Day - 0.45% Total Return 06/04/13 119 --
Goldman Sachs Walt Disney Fed Funds 1-Day - 0.45% Total Return 06/19/13 423 --
------
$ --
======
Percentages are based on Net Assets of $35,615 (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 March 31, 2013, these
securities amounted to $3,004 (000) or 8.4% of Net Assets.
(b) Rate shown is the simple yield as of March 31, 2013.
(c) Underlying security for a total return swap.
ADR -- American Depositary Receipt
Cl -- Class
LP -- Limited Partnership
REIT -- Real Estate Investment Trust
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
7
[RIVERPARK FUNDS LOGO] RiverPark/Gargoyle Hedged Value Fund
March 31, 2013 (UNAUDITED)
--------------------------------------------------------------------------------
Sector Weighting+
22.8% Information Technology
15.7% Health Care
12.7% Financials
12.3% Consumer Discretionary
12.3% Energy
10.5% Industrials
5.6% Materials
5.4% Consumer Staples
2.5% Telecommunication Services
0.2% TimeDeposit
+ Percentages are based on total investments. Excludes written options.
--------------------------------------------------------------------------------
Description Shares Value (000)
--------------------------------------------------------------------------------
Schedule of Investments
Common Stock -- 101.3%
Consumer Discretionary -- 12.5%
Apollo Group, Cl A 4,160 $ 72
Dana Holding 18,900 337
Dillard's, Cl A 3,730 293
DreamWorks Animation SKG, Cl A* 6,692 127
Ford Motor 24,530 323
GameStop, Cl A 9,490 266
General Motors* 10,670 297
MGM Resorts International* 19,858 261
Royal Caribbean Cruises 7,112 236
Sears Holdings* 3,695 185
Staples 25,700 345
Time Warner Cable 1,680 161
-----
2,903
-----
Consumer Staples -- 5.5%
Kroger 8,180 271
Safeway 16,110 425
Smithfield Foods* 10,937 290
Tyson Foods, Cl A 11,465 284
-----
1,270
-----
Energy -- 12.5%
Alpha Natural Resources* 20,170 166
Apache 2,250 174
Arch Coal 12,559 68
ConocoPhillips 5,156 310
CVR Energy* 5,846 302
HollyFrontier 6,128 315
Marathon Oil 2,908 98
Newfield Exploration* 11,400 256
Peabody Energy 9,640 204
RPC 7,650 116
SandRidge Energy* 38,250 201
Superior Energy Services* 6,800 177
Tesoro 4,752 278
Valero Energy 5,200 236
-----
2,901
-----
--------------------------------------------------------------------------------
Description Shares Value (000)
--------------------------------------------------------------------------------
Financials -- 12.9%
Bank of New York Mellon 9,318 $ 261
Capital One Financial* 4,639 255
CME Group, Cl A 3,790 233
CNO Financial Group 21,503 246
Erie Indemnity, Cl A 4,301 325
Legg Mason 11,525 371
Leucadia National 10,584 290
Morgan Stanley 7,300 160
NASDAQ OMX Group 6,704 216
PartnerRe 3,710 345
Reinsurance Group of America, Cl A 4,804 287
-----
2,989
-----
Health Care -- 15.9%
Allscripts Healthcare Solutions* 19,310 263
Amgen 2,460 252
Boston Scientific* 34,459 269
Celgene* 3,148 365
Community Health Systems 9,770 463
Eli Lilly 5,633 320
Endo Health Solutions* 4,550 140
Medtronic 5,342 251
Myriad Genetics* 4,777 121
Thoratec* 7,087 266
United Therapeutics* 5,020 306
Warner Chilcott, Cl A 24,963 338
WellCare Health Plans* 5,940 344
-----
3,698
-----
Industrials -- 10.7%
Delta Air Lines* 24,800 409
Navistar International* 11,670 403
Northrop Grumman 4,277 300
Oshkosh* 6,655 283
Pitney Bowes 27,400 407
Textron 11,480 342
Timken 5,964 338
-----
2,482
-----
Information Technology -- 23.1%
Activision Blizzard 27,011 393
AOL 9,696 373
Apple 790 350
Brocade Communications Systems* 22,200 128
Computer Sciences 8,071 397
Diebold 6,450 196
Electronic Arts* 20,490 363
First Solar* 9,244 249
Flextronics International* 47,067 318
Harris 4,004 186
Hewlett-Packard* 20,850 497
IAC 2,230 100
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
8
[RIVERPARK FUNDS LOGO] RiverPark/Gargoyle Hedged Value Fund
March 31, 2013 (UNAUDITED)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Shares/Face
Description Amount (000) Value (000)
--------------------------------------------------------------------------------
Itron* 4,918 $ 228
KLA-Tencor 1,740 92
Lexmark International, Cl A 5,600 148
SAIC 14,759 200
Seagate Technology 8,930 326
Sohu.com* 3,604 179
Symantec* 9,902 244
Vishay Intertechnology* 4,633 63
Yahoo!* 14,630 344
-----
5,374
-----
Materials -- 5.7%
Alcoa 33,557 286
Cliffs Natural Resources 8,017 153
Graphic Packaging Holding* 45,560 341
Huntsman 16,800 312
United States Steel 11,350 221
-----
1,313
-----
Telecommunication Services -- 2.5%
MetroPCS Communications* 28,694 313
NII Holdings* 18,666 81
Telephone & Data Systems 6,570 138
United States Cellular* 1,502 54
-----
586
-----
Total Common Stock
(Cost $20,013) (000) 23,516
------
Time Deposit -- 0.2%
Brown Brothers, 0.031% (a) $ 37 37
------
(Cost $37) (000)
Total Investments -- 101.5%
(Cost $20,050) (000) $ 23,553
========
--------------------------------------------------------------------------------
Description Contracts Value (000)
--------------------------------------------------------------------------------
Written Options -- (2.3)%*
CBOE NASDAQ 100 Index, Call
Option
Expires 04/20/13, Strike Price
$2,825 (6) $ (16)
CBOE Russell 2000 Index, Call
Option
Expires 04/20/13, Strike Price
$945 (30) (46)
Expires 04/20/13, Strike Price
$950 (16) (20)
Expires 04/20/13, Strike Price
$955 (43) (41)
Expires 04/20/13, Strike Price
$901 (25) (112)
Expires 04/20/13, Strike Price
$920 (6) (21)
Expires 04/20/13, Strike Price
$940 (18) (34)
CBOE S&P 500 Index, Call Option
Expires 04/20/13, Strike Price
$1,570 (46) (81)
S&P 500 Index, Call Option
Expires 04/20/13, Strike Price
$1,550 (7) (20)
Expires 04/20/13, Strike Price
$1,505 (20) (135)
--------
Total Written Options
(Premiums Received $327) (000) $ (526)
=========
The following is a summary of the inputs used as of March 31, 2013, in
valuing the Fund's investments carried at value ($ Thousands):
Investments in Securities Level 1 Level 2 Level 3 Total
----------------------------------------------------
Common Stock $ 23,516 $ -- $ -- $ 23,516
Time Deposit -- 37 -- 37
-------- ------- ------ --------
Total Investments in Securities $ 23,516 $ 37 $ -- $ 23,553
======== ======= ====== ========
Other Financial Instruments Level 1 Level 2 Level 3 Total
----------------------------------------------------
Written Options $ (526) $ -- $ -- $ (526)
-------- ------- ------ --------
Total Other Financial
Instruments $ (526) $ -- $ -- $ (526)
======== ======= ====== ========
Please see Note 2 in Notes to Financial Statements for further information
regarding fair value measurements.
Percentages are based on Net Assets of $23,214 (000).
* Non-income producing security.
(a) Rate shown is the simple yield as of March 31, 2013.
CBOE -- Chicago Board Options Exchange
Cl -- Class
S&P -- Standard & Poor's
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
9
Statements of Assets and Liabilities (000)
March 31, 2013 (UNAUDITED) [RIVERPARK LOGO]
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Large RiverPark/ RiverPark Short Term
Growth Fund Wedgewood Fund High Yield Fund
--------------- -------------- --------------------
Assets:
Investments in Securities, at Value (Note 2) $ 25,924 $ 710,350 $ 506,456
Cash 4 39 --
Other Prepaid Expenses 16 29 24
Receivable Due from Adviser (Note 3) 4 -- --
Receivable for Dividend and Interest Income 4 257 10,803
Receivable for Capital Shares Sold 2 3,049 3,609
Receivable for Investment Securities Sold -- -- 53,949
----------- ------------ -------------
Total Assets 25,954 713,724 574,841
----------- ------------ -------------
Liabilities:
Payable for Investment Securities Purchased 125 -- 35,892
Payable Due to Administrative Services Plan (Note 3) 19 453 298
Payable Due to Shareholder Servicing Agent (Note 3) 15 128 89
Payable Due to Adviser (Note 3) 14 561 315
Payable for Capital Shares Redeemed 8 236 1,054
Payable Due to Trustees 5 3 3
Chief Compliance Officer Fees Payable 2 2 2
Payable Due to Administrator 2 57 39
Due to Broker -- -- 30,687
Income Distribution Payable -- -- 101
Other Accrued Expenses 25 64 55
------------ ------------- -------------
Total Liabilities 215 1,504 68,535
------------ ------------- -------------
Net Assets $ 25,739 $ 712,220 $ 506,306
============ ============= =============
Net Assets Consist of:
Paid-in Capital $ 22,065 $ 635,383 $ 507,477
Undistributed Net Investment Income (Accumulated Net Investment Loss) 48 (903) 231
Accumulated Net Realized Gain (Loss) on Investments (134) 2,395 (2,462)
Net Unrealized Appreciation on Investments 3,760 75,345 1,060
------------ ------------- -------------
Net Assets $ 25,739 $ 712,220 $ 506,306
============ ============= =============
Investments in Securities, at Cost $ 22,164 $ 635,005 $ 505,396
Net Assets - Institutional Class Shares(1) $ 5,215,620 $ 496,828,685 $ 267,702,955
============ ============= =============
Net Assets - Retail Class Shares(1) $ 20,523,084 $ 215,390,869 $ 238,603,181
============ ============= =============
Institutional Class Shares:
Outstanding Shares of Beneficial Interest(1)
(Unlimited Authorization -- No Par Value) 355,336 33,957,271 26,823,032
============ ============= =============
Retail Class Shares:
Outstanding Shares of Beneficial Interest(1)
(Unlimited Authorization -- No Par Value) 1,404,909 14,807,254 23,937,788
============ ============= =============
Institutional Class Shares:
Net Asset Value, Offering and Redemption
Price Per Share -- Institutional Class Shares(2) $ 14.68 $ 14.63 $ 9.98
============ ============= =============
Retail Class Shares:
Net Asset Value, Offering and Redemption
Price Per Share -- Retail Class Shares(2) $ 14.61 $ 14.55 $ 9.97
============ ============= =============
(1) Shares and Net Assets have not been rounded.
(2) The above Net Asset Value's per share may vary from officially released
Net Asset Value's per share due to necessary US GAAP financial statement
accrual adjustments.
Amounts designated as "--" are either not applicable, $0 or have been rounded
to $0.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
10
Statements of Assets and Liabilities (000)
March 31, 2013 (UNAUDITED) [RIVERPARK LOGO]
------------------------------------------------------------------------------------------------------------------------------------
RiverPark
Long/ Short RiverPark/Gargoyle
Opportunity Fund Hedged Value Fund
---------------- ------------------
Assets:
Investments in Securities, at Value (Note 2) $ 39,392 $ 23,553
Deposits with Brokers for Securities Sold Short 14,288 --
Cash Collateral on Swap Contracts 250 --
Receivable for Investment Securities Sold 218 101
Purchased Options, at Value 43 --
Other Prepaid Expenses 24 24
Receivable for Capital Shares Sold 19 128
Receivable Due from Adviser (Note 3) 9 10
Deferred Offering Costs -- 5
Receivable for Dividend and Interest Income 4 21
-------------- ------------
Total Assets 54,247 23,842
-------------- ------------
Liabilities:
Securities Sold Short, at Value (Note 2) 18,198 --
Payable for Investment Securities Purchased 214 --
Written Options, at Value (Note 2) 52 526
Dividends Payable on Securities Sold Short 28 --
Payable for Capital Shares Redeemed 23 --
Payable Due to Adviser (Note 3) 45 17
Payable Due to Administrative Services Plan (Note 3) 6 --
Payable Due to Trustees 5 5
Payable Due to Administrator 3 2
Chief Compliance Officer Fees Payable 2 2
Payable Due to Shareholder Servicing Agent (Note 3) 2 1
Payable Due to Custodian -- 57
Other Accrued Expenses 54 18
-------------- --------------
Total Liabilities 18,632 628
-------------- --------------
Net Assets $ 35,615 $ 23,214
============== ==============
Net Assets Consist of:
Paid-in Capital $ 35,699 $ 19,902
Undistributed Net Investment Income (Accumulated Net Investment Loss) (381) 45
Accumulated Net Realized Loss on Investments, Purchased Options, Written Options,
Swap Contracts and Securities Sold Short (2,201) (37)
Net Unrealized Appreciation on Investments, Purchased Options, Written Options,
Swap Contracts and Securities Sold Short 2,498 3,304
-------------- ------------
Net Assets $ 35,615 $ 23,214
============== ==============
Investments in Securities, at Cost $ 35,443 $ 20,050
Securities Sold Short, Proceeds 16,755 --
Purchased Options, at Cost 68 --
Written Options, Premiums Received 69 327
Net Assets - Institutional Class Shares(1) $ 27,403,099 $ 19,201,379
============== ==============
Net Assets - Retail Class Shares(1) $ 8,211,624 $ 4,013,036
============== ==============
Institutional Class Shares:
Outstanding Shares of Beneficial Interest(1) (Unlimited Authorization -- No Par Value) 2,778,059 1,678,568
============== ==============
Retail Class Shares:
Outstanding Shares of Beneficial Interest(1) (Unlimited Authorization -- No Par Value) 833,995 351,589
============== ==============
Institutional Class Shares:
Net Asset Value, Offering and Redemption Price Per Share -- Institutional Class Shares(2) $ 9.86 $ 11.44
============== ==============
Retail Class Shares:
Net Asset Value, Offering and Redemption Price Per Share -- Retail Class Shares(2) $ 9.85 $ 11.41
============== ==============
(1) Shares and Net Assets have not been rounded.
(2) The above Net Asset Value's per share may vary from officially released
Net Asset Value's per share due to necessary US GAAP financial statement
accrual adjustments.
Amounts designated as "--" are either not applicable, $0 or have been rounded
to $0.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
11
Statements of Operations (000)
For the Six Month Period Ended
March 31, 2013 (UNAUDITED) [RIVERPARK LOGO]
------------------------------------------------------------------------------------------------------------------------------------
RiverPark
RiverPark Large RiverPark/ Short Term High
Growth Fund Wedgewood Fund Yield Fund
--------------- -------------- ---------------
Investment Income:
Dividends $ 192 $ 2,134 $ 369
Interest -- 4 9,259
-------- ------- --------
Total Investment Income 192 2,138 9,628
-------- ------- --------
Expenses:
Investment Advisory Fees (Note 3) 70 1,827 1,149
Advisory Waiver Recapture (Note 3) -- 178 50
Shareholder Service Fees(1) (Note 3) 22 230 224
Administrator Fees (Note 3) 12 302 190
Administrative Services Fee, Retail Class Shares (Note 3) 11 79 101
Administrative Services Fee, Institutional Class Shares (Note 3) 3 162 98
Chief Compliance Officer Fees (Note 3) 4 4 4
Trustees' Fees (Note 3) 3 3 3
Registration Fees 12 60 37
Professional Fees 8 31 23
Transfer Agent Fees 5 132 80
Custodian Fees 2 5 5
Printing Fees 1 20 12
Insurance and Other Fees 8 8 16
--------- ------ -------
Total Expenses 161 3,041 1,992
--------- ------ -------
Fees Waived by Adviser (Note 3) (31) -- --
--------- ------ -------
Net Expenses 130 3,041 1,992
--------- ------ -------
Net Investment Income (Loss) 62 (903) 7,636
--------- ------ -------
Net Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) From:
Investments (121) 2,577 (2,308)
Net Change in Unrealized Appreciation (Depreciation) on:
Investments 2,499 32,927 817
-------- -------- ---------
Net Realized and Unrealized Gain (Loss) 2,378 35,504 (1,491)
-------- -------- ---------
Net Increase in Net Assets Resulting from Operations $ 2,440 $ 34,601 $ 6,145
======== ======== =========
(1) Attributable to Retail Class Shares only.
Amounts designated as "--" are either not applicable, $0 or have been rounded
to $0.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
12
Statements of Operation (000)
For the Six Month Period Ended
March 31, 2013 (UNAUDITED) [RIVERPARK LOGO]
------------------------------------------------------------------------------------------------------------------------------------
RiverPark RiverPark/
Long/ Short Gargoyle Hedged
Opportunity Fund Value Fund
---------------- --------------
Investment Income:
Dividends $ 264 $ 233
Foreign taxes withheld (1) --
-------- ------
Total Investment Income 263 233
-------- ------
Expenses:
Investment Advisory Fees (Note 3) 222 90
Administrator Fees (Note 3) 16 11
Administrative Services Fee, Institutional Class Shares (Note 3) 13 2
Administrative Services Fee, Retail Class Shares (Note 3) 3 1
Shareholder Service Fees(1) (Note 3) 6 3
Chief Compliance Officer Fees (Note 3) 4 4
Trustees' Fees (Note 3) 2 2
Dividend Expense 238 --
Stock Loan Fee 129 --
Offering Costs 21 30
Professional Fees 8 8
Registration Fees 7 6
Transfer Agent Fees 7 5
Custodian Fees 2 3
Printing Fees 1 1
Insurance and Other Fees 8 8
-------- ------
Total Expenses 687 174
-------- ------
Fees Waived by Adviser (Note 3) (43) (45)
-------- ------
Net Expenses 644 129
-------- ------
Net Investment Income (Loss) (381) 104
-------- ------
Net Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) From:
Investments (558) 1,159
Purchased & Written Options (40) (727)
Securities Sold Short (1,533) --
Swaps Contracts 128 --
Foreign Currency Transactions (2) --
Net Change in Unrealized Appreciation (Depreciation) on:
Investments 3,609 3,064
Purchased & Written Options 57 (344)
Securities Sold Short (1,708) --
-------- -------
Net Realized and Unrealized Gain (Loss) (47) 3,152
-------- -------
Net Increase (Decrease) in Net Assets Resulting from Operations $ (428) $ 3,256
======== =======
(1) Attributable to Retail Class Shares only.
Amounts designated as "--" are either not applicable, $0 or have been rounded
to $0.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
13
Statements of Changes in Net Assets (000) [RIVERPARK LOGO]
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund RiverPark/Wedgewood Fund
------------------------------------ ----------------------------------
Six Month Six Month
Period Ended Period Ended
March 31, 2013 Year Ended March 31, 2013 Year Ended
(Unaudited) September 30, 2012 (Unaudited) September 30, 2012
------------- ------------------ -------------- ------------------
Operations:
Net Investment Income (Loss) $ 62 $ (2) $ (903) $ (1,069)
Net Realized Gain (Loss) on Investments (121) 98 2,577 2,767
Net Change in Unrealized Appreciation of Investments 2,499 1,398 32,927 43,493
--------- -------- --------- ---------
Net Increase in Net Assets Resulting from Operations 2,440 1,494 34,601 45,191
--------- -------- --------- ---------
Distributions to Shareholders From:
Net Investment Income:
Institutional Class Shares (7) -- -- --
Retail Class Shares (15) -- -- --
Net Realized Gains:
Institutional Class Shares (17) -- (1,058) --
Retail Class Shares (74) -- (540) --
--------- -------- --------- ---------
Total Distributions to Shareholders (113) -- (1,598) --
--------- -------- --------- ---------
Capital Share Transactions:
Institutional Class Shares:
Shares Issued 939 255 234,313 234,071
Shares Issued as Reinvestment of Distributions 24 -- 748 --
Shares Redeemed -- -- (40,677) (14,322)
--------- -------- --------- ---------
Net Increase in Net Assets from Institutional
Class Shares Transactions 963 255 194,384 219,749
--------- -------- --------- ---------
Retail Class Shares:
Shares Issued 5,046 14,895 69,092 168,353
Shares Issued as Reinvestment of Distributions 89 -- 536 --
Shares Redeemed (1,873) (355) (37,393) (13,940)
--------- -------- --------- ---------
Net Increase in Net Assets from Retail Class Shares
Transactions 3,262 14,540 32,235 154,413
--------- -------- --------- ---------
Net Increase in Net Assets from Capital Share
Transactions 4,225 14,795 226,619 374,162
--------- -------- --------- ---------
Net Increase in Net Assets 6,552 16,289 259,622 419,353
Net Assets:
Beginning of period 19,187 2,898 452,598 33,245
--------- -------- --------- ---------
End of period $ 25,739 $ 19,187 $ 712,220 $ 452,598
========= ======== ======== =========
Undistributed Net Investment Income (Accumulated Net
Investment Loss) $ 48 $ 8 $ (903) $ --
========= ======== ======== =========
Shares Issued and Redeemed:
Institutional Class Shares
Shares Issued 66 23 16,701 18,019
Shares Issued as Reinvestment of Distributions 2 -- 54 --
Shares Redeemed -- -- (2,897) (1,118)
--------- -------- --------- ---------
Net Increase in Institutional Class Shares 68 23 13,858 16,901
--------- -------- --------- ---------
Retail Class Shares
Shares Issued 373 1,170 4,923 13,618
Shares Issued as Reinvestment of Distributions 7 -- 39 --
Shares Redeemed (140) (28) (2,716) (1,080)
--------- -------- --------- ---------
Net Increase in Retail Class Shares 240 1,142 2,246 12,538
--------- -------- --------- ---------
Net Increase in Share Transactions 308 1,165 16,104 29,439
========= ======== ======== =========
Amounts designated as "--" are either not applicable, $0 or have been rounded
to $0.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
14
Statements of Changes in Net Assets (000) [RIVERPARK LOGO]
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Short Term High Yield Fund RiverPark Long/Short Opportunity Fund
------------------------------------ -------------------------------------
Six Month Six Month
Period Ended Period Ended
March 31, 2013 Year Ended March 31, 2013 Period Ended
(Unaudited) September 30, 2012 (Unaudited) September 30, 2012*
-------------- ------------------ ------------- -------------------
Operations:
Net Investment Income (Loss) $ 7,636 $ 3,914 $ (381) $ (207)
Net Realized Gain (Loss) on Investments, Written &
Purchased Options and Securities Sold Short (2,308) (51) (2,005) 158
Net Change in Unrealized Appreciation of Investments,
Written & Purchased Options, Swap Contracts and
Securities Sold Short 817 429 1,958 540
--------- --------- ---------- --------
Net Increase (Decrease) in Net Assets Resulting from
Operations 6,145 4,292 (428) 491
--------- --------- ---------- --------
Distributions to Shareholders From:
Net Investment Income:
Institutional Class Shares (3,818) (2,416) -- --
Retail Class Shares (3,654) (1,431) -- --
Net Realized Gains:
Institutional Class Shares -- -- (199) --
Retail Class Shares -- -- (48) --
--------- --------- ---------- --------
Total Distributions to Shareholders (7,472) (3,847) (247) --
--------- --------- ---------- --------
Capital Share Transactions:
Institutional Class Shares:
Shares Issued 198,230 92,917 10,322 9,038
Shares Issued in Connection with In-Kind Contribution
(see Note 5) -- -- -- 10,680
Shares Issued as Reinvestment of Distributions 3,493 2,389 198 --
Shares Redeemed (33,581) (14,327) (2,549) (109)
--------- --------- ---------- --------
Net Increase in Net Assets from Institutional Class
Shares Transactions 168,142 80,979 7,971 19,609
--------- --------- ---------- --------
Retail Class Shares:
Shares Issued 170,509 99,130 5,519 4,266
Shares Issued as Reinvestment of Distributions 3,587 1,324 47 --
Shares Redeemed (32,530) (8,919) (1,543) (70)
--------- --------- ---------- --------
Net Increase in Net Assets from Retail Class Shares
Transactions 141,566 91,535 4,023 4,196
--------- --------- ---------- --------
Net Increase in Net Assets from Capital Shares
Transactions 309,708 172,514 11,994 23,805
--------- --------- ---------- --------
Net Increase in Net Assets 308,381 172,959 11,319 24,296
Net Assets:
Beginning of Period 197,925 24,966 24,296 --
--------- --------- ---------- --------
End of Period $ 506,306 $ 197,925 $ 35,615 $ 24,296
========= ========= ========== ========
Undistributed Net Investment Income
(Accumulated Net Investment Loss) $ 231 $ 67 $ (381) $ --
========= ========= ========== ========
Shares Issued and Redeemed:
Institutional Class Shares:
Shares Issued 19,815 9,298 1,045 915
Shares Issued in Connection with In-Kind
Contribution (see Note 5) -- -- -- 1,068
Shares Issued as Reinvestment of Distributions 350 239 21 --
Shares Redeemed (3,359) (1,431) (260) (11)
--------- --------- ---------- --------
Net Increase in Institutional Class Shares 16,806 8,106 806 1,972
--------- --------- ---------- --------
Retail Class Shares:
Shares Issued 17,057 9,921 561 432
Shares Issued as Reinvestment of Distributions 360 133 5 --
Shares Redeemed (3,256) (893) (157) (7)
--------- --------- ---------- --------
Net Increase in Retail Class Shares 14,161 9,161 409 425
--------- --------- ---------- --------
Net Increase in Share Transactions 30,967 17,267 1,215 2,397
========= ========= ========== ========
* Fund commenced operations on March 30, 2012.
Amounts designated as "--" are either not applicable, $0 or have been rounded
to $0.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
15
Statements of Changes in Net Assets (000) [RIVERPARK LOGO]
-------------------------------------------------------------------------------------------------------------------
RiverPark Gargoyle Hedged Value Fund
---------------------------------------------------
Six Month Period
Ended March 31, 2013 Period Ended
(Unaudited) September 30, 2012*
-------------------- -------------------
Operations:
Net Investment Income $ 104 $ 87
Net Realized Gain (Loss) on Investments and Written Options 432 (533)
Net Change in Unrealized Appreciation of Investments and
Written Options 2,720 584
---------- ----------
Net Increase in Net Assets Resulting from Operations 3,256 138
---------- ----------
Distributions to Shareholders From:
Net Investment Income:
Institutional Class Shares (132) --
Retail Class Shares (14) --
Net Realized Gains:
Institutional Class Shares (340) --
Retail Class Shares (37) --
---------- ----------
Total Distributions to Shareholders (523) --
---------- ----------
Capital Share Transactions:
Institutional Class Shares:
Shares Issued 648 3,519
Shares Issued in Connection with In-Kind Contribution
(see Note 5) -- 14,390
Shares Issued as Reinvestment of Distributions 468 --
Shares Redeemed (1,246) (1,135)
---------- ----------
Net Increase (Decrease) in Net Assets from Institutional
Class Shares Transactions (130) 16,774
---------- ----------
Retail Class Shares:
Shares Issued 3,340 396
Shares Issued as Reinvestment of Distributions 50 --
Shares Redeemed (80) (7)
---------- ----------
Net Increase in Net Assets from Retail Class Shares
Transactions 3,310 389
---------- ----------
Net Increase in Net Assets from Capital Share Transactions 3,180 17,163
---------- ----------
Net Increase in Net Assets 5,913 17,301
Net Assets:
Beginning of Period 17,301 --
---------- ----------
End of Period $ 23,214 $ 17,301
========== =========
Undistributed Net Investment Income $ 45 $ 87
========== =========
Shares Issued and Redeemed:
Institutional Class Shares
Shares Issued 59 372
Shares Issued in Connection with In-Kind Contribution
(see Note 5) -- 1,439
Shares Issued as Reinvestment of Distributions 45 --
Shares Redeemed (119) (116)
---------- ----------
Net Increase (Decrease) in Institutional Class Shares (15) 1,695
---------- ----------
Retail Class Shares:
Shares Issued 314 41
Shares Issued as Reinvestment of Distributions 5 --
Shares Redeemed (7) (1)
---------- ----------
Net Increase in Retail Class Shares 312 40
---------- ----------
Net Increase in Share Transactions 297 1,735
========== =========
* Fund commenced operations on April 30, 2012.
Amounts designated as "--" are either not applicable, $0 or have been rounded
to $0.
The accompanying notes are an integral part of the financial statements.
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17
Financial Highlights
For a Share Outstanding Throughout Each Period
For the Six Month Period Ended March 31, 2013 (Unaudited)
and Year Ended September 30,
------------------------------------------------------------------------------------------------------------------------------------
Net Net Realized and Dividends
Asset Value, Investment Unrealized Gains Total from from Net Distributions Distributions
Beginning Income (Losses) on Investment Investment from Net from Return
of Period (Loss)(3) Investments Operations Income Realized Gains of Capital
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund
Institutional Class Shares
2013(5) $ 13.27 $ 0.05 $ 1.44 $ 1.49 $ (0.02) $ (0.06) $ --
2012 10.09 0.01 3.17 3.18 -- -- --
2011 10.00 (0.01) 0.16(4) 0.15 -- -- (0.06)
Retail Class Shares
2013(5) $ 13.21 $ 0.03 $ 1.44 $ 1.47 $ (0.01) $ (0.06) $ --
2012 10.07 (0.03) 3.17 3.14 -- -- --
2011 10.00 (0.04) 0.16(4) 0.12 -- -- (0.05)
RiverPark/Wedgewood Fund
Institutional Class Shares
2013(5) $ 13.88 $(0.02) $ 0.81 $ 0.79 $ -- $ (0.04) $ --
2012 10.32 (0.05) 3.61 3.56 -- -- --
2011 10.00 (0.06) 0.40(4) 0.34 --(6) -- (0.02)
Retail Class Shares
2013(5) $ 13.82 $(0.03) $ 0.80 $ 0.77 $ -- $ (0.04) $ --
2012 10.30 (0.08) 3.60 3.52 -- -- --
2011 10.00 (0.09) 0.40(4) 0.31 -- -- (0.01)
RiverPark Short Term High Yield Fund
Institutional Class Shares
2013(5) $ 10.01 $ 0.22 $ (0.05) $ 0.17 $ (0.20) $ -- $ --
2012 9.88 0.44 0.08 0.52 (0.39) -- --
2011 10.00 0.47 (0.15) 0.32 (0.44) -- --
Retail Class Shares
2013(5) $ 9.99 $ 0.21 $ (0.04) $ 0.17 $ (0.19) $ -- $ --
2012 9.88 0.42 0.06 0.48 (0.37) -- --
2011 10.00 0.43 (0.13) 0.30 (0.42) -- --
RiverPark Long/Short Opportunity Fund
Institutional Class Shares
2013(5) $ 10.14 $(0.13) $ (0.06) $ (0.19) $ -- $ (0.09) $ --
2012(1) 10.00 (0.13) 0.27 0.14 -- -- --
Retail Class Shares
2013(5) $ 10.13 $(0.13) $ (0.06) $ (0.19) $ -- $ (0.09) $ --
2012(1) 10.04 (0.13) 0.22 0.09 -- -- --
RiverPark/Gargoyle Hedged Value Fund
Institutional Class Shares
2013(5) $ 9.97 $ 0.06 $ 1.70 $ 1.76 $ (0.08) $ (0.21) $ --
2012(2) 10.00 0.05 (0.08)(4) (0.03) -- -- --
Retail Class Shares
2013(5) $ 9.96 $ 0.04 $ 1.69 $ 1.73 $ (0.07) $ (0.21) $ --
2012(2) 9.83 0.05 0.08 0.13 -- -- --
The accompanying notes are an integral part of the financial statements.
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18
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Total Net Asset Value, Net Assets,
Distributions End of Period Total Return++ End of Period (000)
-------------------------------------------------------------------------------------------
RiverPark Large Growth Fund
Institutional Class Shares
2013(5) $ (0.08) $ 14.68 11.33%+ $ 5,216
2012 -- 13.27 31.52+ 3,804
2011 (0.06) 10.09 1.44+ 2,667
Retail Class Shares
2013(5) $ (0.07) $ 14.61 11.20%+ $ 20,523
2012 -- 13.21 31.18+ 15,383
2011 (0.05) 10.07 1.19+ 231
RiverPark/Wedgewood Fund
Institutional Class Shares
2013(5) $ (0.04) $ 14.63 5.74% $496,829
2012 -- 13.88 34.50+ 279,016
2011 (0.02) 10.32 3.37+ 33,004
Retail Class Shares
2013(5) $ (0.04) $ 14.55 5.62% $215,391
2012 -- 13.82 34.17+ 173,582
2011 (0.01) 10.30 3.12+ 241
RiverPark Short Term High Yield Fund
Institutional Class Shares
2013(5) $ (0.20) $ 9.98 1.76% $267,703
2012 (0.39) 10.01 5.32+ 100,224
2011 (0.44) 9.88 3.27+ 18,883
Retail Class Shares
2013(5) $ (0.19) $ 9.97 1.64% $238,603
2012 (0.37) 9.99 4.88+ 97,701
2011 (0.42) 9.88 3.06+ 6,083
RiverPark Long/Short Opportunity Fund
Institutional Class Shares
2013(5) $ (0.09) $ 9.86 (1.74)%+ $ 27,403
2012(1) -- 10.14 1.40+ 19,994
Retail Class Shares
2013(5) $ (0.09) $ 9.85 (1.84)%+ $ 8,212
2012(1) -- 10.13 0.90+ 4,302
RiverPark/Gargoyle Hedged Value Fund
Institutional Class Shares
2013(5) $ (0.29) $ 11.44 17.93%+ $ 19,201
2012(2) -- 9.97 (0.30)+ 1,689
Retail Class Shares
2013(5) $ (0.28) $ 11.41 17.77%+ $ 4,013
2012(2) -- 9.96 1.32+ 402
---------------------------------------------------------------------------------------------------
Ratio of Net Ratio of Total
Expenses to Average Expenses to Average Ratio of Net
Net Assets, Including Net Assets, Including Investment Income
Dividend Expense Dividend Expense (Loss) to Average Portfolio
and Stock Loan Fee and Stock Loan Fee Net Assets Turnover Rate
----------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund
Institutional Class Shares
2013(5) 1.00% 1.28% 0.79% 26%
2012 1.00 2.78 (0.10) 24
2011 1.00 9.08 (0.10) 73
Retail Class Shares
2013(5) 1.25% 1.53% 0.52% 26%
2012 1.25 1.74 (0.20) 24
2011 1.25 9.76 (0.32) 73
RiverPark/Wedgewood Fund
Institutional Class Shares
2013(5) 1.00% 1.00% (0.24)% 8%
2012 1.00 1.03 (0.40) 24
2011 1.00 2.83 (0.59) 48
Retail Class Shares
2013(5) 1.25% 1.25% (0.48)% 8%
2012 1.25 1.27 (0.64) 24
2011 1.25 3.71 (0.78) 48
RiverPark Short Term High Yield Fund
Institutional Class Shares
2013(5) 1.00% 1.00% 4.42% 300%
2012 1.00 1.12 4.42 611
2011 1.00 2.12 4.69 454
Retail Class Shares
2013(5) 1.25% 1.25% 4.21% 300%
2012 1.25 1.32 4.23 611
2011 1.25 2.18 4.28 454
RiverPark Long/Short Opportunity Fund
Institutional Class Shares
2013(5) 4.32%(7) 4.60% (2.57)% 36%
2012(1) 3.49(8) 4.12 (2.61) 20
Retail Class Shares
2013(5) 4.47%(7) 4.79% (2.59)% 36%
2012(1) 3.68(8) 4.18 (2.78) 20
RiverPark/Gargoyle Hedged Value Fund
Institutional Class Shares
2013(5) 1.25% 1.69% 1.08% 36%
2012(2) 1.25 1.94 1.28 29
Retail Class Shares
2013(5) 1.50% 1.95% 0.80% 36%
2012(2) 1.50 1.99 1.35 29
+ Total return would have been lower had certain fees not been waived and/or
expenses assumed by Adviser during the period.
++ Returns shown do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or upon the redemption of Fund shares.
(1) Institutional Class shares commenced operations on March 30, 2012 and
Retail Class Shares commenced operations 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 operations 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) Unless otherwise indicated, all ratios for the period have been
annualized.
(6) Amount represents less than $0.01 per share.
(7) Dividend expense and stock loan fee totaled 2.47% of average net assets
for the six month period ended March 31, 2013. Had these expenses not been
included the ratios would have been 1.85% and 2.00%, respectively.
(8) Dividend expense and stock loan fee totaled 1.64% of average net assets
for the year ended September 30, 2012. Had these expenses not been included
the ratios would have been 1.85% and 2.00%, respectively.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
19
Notes to Financial Statements
March 31, 2013 (Unaudited)
--------------------------------------------------------------------------------
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 March 31, 2013, the Trust was comprised of five funds: the RiverPark Large
Growth Fund, RiverPark/Wedgewood 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 and RiverPark/ Wedgewood 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").
--------------------------------------------------------------------------------
20
[RIVERPARK LOGO]
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To the extent that a Fund invests in non-U.S. dollar denominated securities,
the value of all assets and liabilities not denominated in United States
dollars will be translated into United States dollars on the valuation date.
Trading in securities on European and Far Eastern securities exchanges and
over-the-counter markets is normally completed well before the close of
business on each day the NYSE is open for business (a "Business Day"). In
addition, European or Far Eastern securities trading generally or in a
particular country or countries may not take place on all Business Days in New
York. Furthermore, trading takes place in various foreign markets on days which
are not Business Days in New York and on which net asset value is not
calculated. Such calculation does not take place contemporaneously with the
determination of the prices of the majority of the portfolio securities used in
such calculation. Events affecting the values of portfolio securities that
occur between the time their prices are determined and the close of the NYSE
will not be reflected in a Fund's calculation of net assets unless the Trustees
deem that the particular event would materially affect net asset value, in
which case an adjustment will be made.
In accordance with the authoritative guidance on fair value measurement and
disclosure under GAAP, the Funds disclose the fair value of their investments
in a hierarchy that prioritizes the inputs to valuation techniques used to
measure the fair value. The objective of a fair value measurement is to
determine the price that would be received to sell an asset or paid to transfer
a liability in an orderly transaction between market participants at the
measurement date (an exit price). Accordingly, the fair value hierarchy gives
the highest priority to quoted prices (unadjusted) in active markets for
identical assets or liabilities (Level 1) and the lowest priority to
unobservable inputs (Level 3).
The three levels of the fair value hierarchy are described below:
o Level 1 -- Unadjusted quoted prices in active markets for identical,
unrestricted assets or liabilities that the Funds have the ability
to access at the measurement date;
o Level 2 -- Other significant observable inputs (includes quoted prices for
similar securities, interest rates, prepayment speeds, credit risk,
referenced indices, quoted prices in inactive markets, adjusted
quoted prices in active markets, etc.); and
o Level 3 -- Prices, inputs or exotic modeling techniques which are both
significant to the fair value measurement and unobservable
(supported by little or no market activity).
Investments are classified within the level of the lowest significant input
considered in determining fair value. Investments classified within Level 3
whose fair value measurement considers several inputs may include Level 1 or
Level 2 inputs as components of the overall fair value measurement.
For details of the investment classification, refer to the Schedules of
Investments and Schedule of Securities Sold Short.
For the six month period ended March 31, 2013, 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 six month period ended March 31, 2013, there were no significant
changes to the Funds' fair value methodologies.
--------------------------------------------------------------------------------
21
Notes to Financial Statements
March 31, 2013 (Unaudited) (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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22
[RIVERPARK LOGO]
--------------------------------------------------------------------------------
Written equity and index options transactions entered into during the six month
period ended March 31, 2013 are summarized as follows:
----------------------------------------------------------------------------------------------
RiverPark Long/Short
Opportunity Fund
----------------------------------------------------------------------------------------------
Number of Contracts Premiums Received
----------------------------------------------------------------------------------------------
Balance at the beginning of the period -- $ --
Written 152 118,143
Closing buys (119) (49,158)
----------------------------------------------------------------------------------------------
Balance at the end of the period 33 $ 68,985
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
RiverPark/Gargoyle
Hedged Value Fund
----------------------------------------------------------------------------------------------
Number of Contracts Premiums Received
----------------------------------------------------------------------------------------------
Balance at the beginning of the period 237 $ 372,915
Written 1,452 2,505,869
Expired (8) (11,255)
Closing buys (1,464) (2,540,309)
----------------------------------------------------------------------------------------------
Balance at the end of the period 217 $ 327,220
----------------------------------------------------------------------------------------------
In addition to the option writing above, the RiverPark Long/Short Opportunity
Fund purchased 22 options contracts and 250 options contracts expired in the
current period for a realized loss of $80,709 with 22 purchased options
outstanding. The realized loss from options purchased is included in net
realized (loss) from purchased and written options 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.
--------------------------------------------------------------------------------
23
Notes to Financial Statements
March 31, 2013 (Unaudited) (Continued)
--------------------------------------------------------------------------------
2. Summary of Significant Accounting Policies (continued)
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 stock 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.
For the six month period ended March 31, 2013, the RiverPark Long/Short
Opportunity Fund purchased 62,201 swap contracts and closed 114,381 swap
contracts in the current period for a realized gain of $128,024 with 33,879
swap contracts outstanding.
Master Limited Partnerships -- The Funds may invest in master limited
partnerships ("MLPs"). MLPs are limited partnerships or limited liability
companies, whose partnership units or limited liability interests are listed
and traded on a U.S. securities exchange, and are treated as publicly traded
partnerships for federal income tax purposes. To qualify to be treated as a
partnership for tax purposes, an MLP must receive at least 90% of its income
from qualifying sources as set forth in Section 7704(d) of the Internal Revenue
Code of 1986, as amended (the "Code"). These qualifying sources include
activities such as the exploration, development, mining, production,
processing, refining, transportation, storage and marketing of mineral or
natural resources. MLPs generally have two classes of owners, the general
partner and limited partners.[][]MLPs that are formed as limited liability
companies generally have two analogous classes of owners, the managing member
and the members. For purposes of this section, references to general partners
also apply to managing members and references to limited partners also apply to
members.The general partner is typically owned by a major energy company, an
investment fund, the direct management of the MLP or is an entity owned by one
or more
--------------------------------------------------------------------------------
24
[RIVERPARK LOGO]
--------------------------------------------------------------------------------
of such parties.[]The general partner may be structured as a private or
publicly traded corporation or other entity. The general partner typically
controls the operations and management of the MLP through an equity interest of
as much as 2% in the MLP plus, in many cases, ownership of common units and
subordinated units.[][]Limited partners own the remainder of the MLP through
ownership of common units and have a limited role in the MLP's operations and
management.
An investment in MLP units involves certain risks which differ from an
investment in the securities of a corporation.[][]Holders of MLP units have
limited control and voting rights on matters affecting the partnership.[][]In
addition, there are certain tax risks associated with an investment in MLP
units and conflicts of interest exist between common unit holders and the
general partner, including those arising from incentive distribution
payments.[][]As a partnership, an MLP has no tax liability at the entity
level.[][]If, as a result of a change in current law or a change in an MLP's
business, an MLP were treated as a corporation for federal income tax purposes,
such MLP would be obligated to pay federal income tax on its income at the
corporate tax rate.[][]If an MLP were classified as a corporation for federal
income tax purposes, the amount of cash available for distribution by the MLP
would be reduced and distributions received by investors would be taxed under
federal income tax laws applicable to corporate dividends (as dividend income,
return of capital, or capital gain).[][]Therefore, treatment of an MLP as a
corporation for federal income tax purposes would result in a reduction in the
after-tax return to investors, likely causing a reduction in the value of the
Funds' shares.
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/Gargoyle Hedged Value Fund, which commenced operations on April 30,
2012, 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 March 31, 2013, the
RiverPark/Gargoyle Hedged Value Fund had $4,878 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.
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.
--------------------------------------------------------------------------------
25
Notes to Financial Statements
March 31, 2013 (Unaudited) (Continued)
--------------------------------------------------------------------------------
2. Summary of Significant Accounting Policies (continued)
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 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 six month period ended March 31, 2013, 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, 1.50% for the RiverPark Long/Short Opportunity Fund, and 0.90% for the
RiverPark/Gargoyle Hedged Value Fund.
The Adviser has agreed contractually to waive its fees and to absorb expenses
of each Fund to the extent necessary to ensure that ordinary operating expenses
of each class (excluding interest, brokerage commissions, dividends on short
sales and interest expense on securities sold short, acquired fund fees and
expenses and extraordinary expenses) do not exceed, on an annual basis, 1.00%
for the Institutional Class Shares and 1.25% for the Retail Class Shares of the
Fund's average net assets for the RiverPark Large Growth Fund, the
RiverPark/Wedgewood Fund and the RiverPark Short Term High Yield Fund, 1.85%
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, and
1.25% for the Institutional Class Shares and 1.50% for the Retail Class Shares
of the Fund's average net assets for the RiverPark/Gargoyle Hedged Value 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 expense limitation in effect at the time the fees
were waived or Fund expenses were absorbed, to be exceeded. This arrangement
will remain in effect unless and until the Board approves its modification or
termination.
--------------------------------------------------------------------------------
26
[RIVERPARK LOGO]
--------------------------------------------------------------------------------
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 1.85% for the Institutional Class Shares and 2.00%
for the Retail Class Shares for RiverPark Long/Short Opportunity 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/ Gargoyle Hedged Value Fund. As
of March 31, 2013, the Adviser may in the future seek reimbursement of
previously waived fees for the Funds as follows:
FUND Expiring 2014 Expiring 2015 Expiring 2016 Total
-----------------------------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund $ 181,119 $ 72,780 $ 30,698 $ 284,597
RiverPark/Wedgewood Fund -- 37,500 -- 37,500
RiverPark Short Term High Yield Fund 114,770 87,817 -- 202,587
RiverPark Long/Short Opportunity Fund -- 48,060 42,554 90,614
RiverPark/Gargoyle Hedged Value Fund -- 46,262 44,787 91,049
RiverPark provides day-to-day portfolio management services to the RiverPark
Large 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 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.
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.
--------------------------------------------------------------------------------
27
Notes to Financial Statements
March 31, 2013 (Unaudited) (Continued)
--------------------------------------------------------------------------------
3. Agreements (continued)
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 six month period March 31, 2013, were as follows:
Proceeds from
FUND Purchases(000) Sales (000)
-------------- -------------
RiverPark Large Growth Fund $ 10,469 $ 5,536
RiverPark/Wedgewood Fund 250,448 44,632
RiverPark Short Term High Yield Fund 856,647 638,453
RiverPark Long/Short Opportunity Fund 18,306 10,353
RiverPark/Gargoyle Hedged Value Fund 9,153 7,314
There were no purchases or sales of U.S. Government securities for the six
month period ended March 31, 2013.
--------------------------------------------------------------------------------
28
[RIVERPARK LOGO]
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
29
Notes to Financial Statements
March 31, 2013 (Unaudited) (Continued)
--------------------------------------------------------------------------------
6. Federal Tax Information (continued)
The tax character of dividends and distributions declared during the last two
years or periods ended September 30, 2012, was as follows (000):
Long-Term
Fund Ordinary Income Capital Gain Return Of Capital Total
--------------------------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund
2011 $ -- $ -- $ 9 $ 9
RiverPark/Wedgewood Fund
2011 1 -- 5 6
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 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 losses incurred in taxable years
beginning before December 22, 2010, may be carried 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
--------------------------------------------------------------------------------
30
[RIVERPARK LOGO]
--------------------------------------------------------------------------------
Under the recently enacted Regulated Investment Company Modernization Act of
2010, the 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):
Short-Term Long-Term
FUND Loss Loss Total
--------------------------------------------------------------------------------
RiverPark Short Term High Yield Fund $76 $-- $76
The federal tax cost and aggregate gross unrealized appreciation and
depreciation on investments held by the Funds, excluding securities sold short
and written & purchased options, at March 31, 2013, were as follows (000):
Aggregate Gross Aggregate Gross
Unrealized Unrealized Net Unrealized
FUND Federal Tax Cost Appreciation Depreciation Appreciation
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund $ 22,164 $ 4,146 $ (386) $ 3,760
RiverPark/Wedgewood Fund 635,005 93,519 (18,174) 75,345
RiverPark Short Term High Yield Fund 505,396 1,901 (841) 1,060
RiverPark Long/Short Opportunity Fund 35,443 6,444 (2,495) 3,949
RiverPark/Gargoyle Hedged Value Fund 20,050 5,468 (1,965) 3,503
--------------------------------------------------------------------------------
31
Notes to Financial Statements
March 31, 2013 (Unaudited) (Continued)
--------------------------------------------------------------------------------
7. Other
On March 31, 2013, 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 98%
RiverPark/Wedgewood Fund
Institutional Class Shares 64%
Retail Class Shares 22%
RiverPark Short Term High Yield Fund
Institutional Class Shares 75%
Retail Class Shares 86%
RiverPark Long/Short Opportunity Fund
Institutional Class Shares 67%
Retail Class Shares 85%
RiverPark/Gargoyle Hedged Value Fund
Institutional Class Shares 12%
Retail Class Shares 95%
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.
--------------------------------------------------------------------------------
32
Disclosure of Fund Expenses
(Unaudited) [RIVERPARK LOGO]
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
33
Disclosure of Fund Expenses
(Unaudited) (Continued) [RIVERPARK LOGO]
------------------------------------------------------------------------------------------------------------------------------------
Beginning Ending Net Expenses
Account Account Annualized Paid
Value Value Expense During
10/1/12 3/31/13 Ratios Period*
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund -- Institutional Class Shares
Actual Fund Return+ $ 1,000.00 $ 1,113.30 1.00% $ 5.27
Hypothetical 5% Return 1,000.00 1,019.95 1.00 5.04
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund -- Retail Class Shares
Actual Fund Return+ 1,000.00 1,112.00 1.25 6.58
Hypothetical 5% Return 1,000.00 1,018.70 1.25 6.29
------------------------------------------------------------------------------------------------------------------------------------
RiverPark/Wedgewood Fund -- Institutional Class Shares
Actual Fund Return+ 1,000.00 1,057.40 1.00 5.13
Hypothetical 5% Return 1,000.00 1,019.95 1.00 5.04
------------------------------------------------------------------------------------------------------------------------------------
RiverPark/Wedgewood Fund -- Retail Class Shares
Actual Fund Return+ 1,000.00 1,056.20 1.25 6.41
Hypothetical 5% Return 1,000.00 1,018.70 1.25 6.29
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Short Term High Yield Fund -- Institutional Class Shares
Actual Fund Return+ 1,000.00 1,017.60 1.00 5.03
Hypothetical 5% Return 1,000.00 1,019.95 1.00 5.04
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Short Term High Yield Fund -- Retail Class Shares
Actual Fund Return+ 1,000.00 1,016.40 1.25 6.28
Hypothetical 5% Return 1,000.00 1,018.70 1.25 6.29
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Long/Short Opportunity Fund -- Institutional Class Shares
Actual Fund Return+ 1,000.00 982.60 4.32** 21.30
Hypothetical 5% Return 1,000.00 1,003.44 4.32** 21.53
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Long/Short Opportunity Fund -- Retail Class Shares
Actual Fund Return+ 1,000.00 981.60 4.47** 22.08
Hypothetical 5% Return 1,000.00 1,002.64 4.47** 22.32
------------------------------------------------------------------------------------------------------------------------------------
RiverPark/Gargoyle Hedged Value Fund -- Institutional Class Shares
Actual Fund Return+ 1,000.00 1,179.30 1.25 6.79
Hypothetical 5% Return 1,000.00 1,018.70 1.25 6.29
------------------------------------------------------------------------------------------------------------------------------------
RiverPark/Gargoyle Hedged Value Fund -- Retail Class Shares
Actual Fund Return+ 1,000.00 1,177.70 1.50 8.14
Hypothetical 5% Return 1,000.00 1,017.45 1.50 7.54
------------------------------------------------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio multiplied by
the average account value over the period, multiplied by 182/365 (to
reflect the one-half year period).
** The annualized expense ratios include dividend expense and stock loan fee
during the six month period.
+ The actual returns for the above share classes may vary from the
officially released share classes due to necessary US GAAP financial
statement accrual adjustments.
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34
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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, 3rd Floor
New York, New York 10282
Credit Suisse Securities (USA) LLC
300 Conshohocken State Road, Suite 600
West Conshohocken, Pennsylvania 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 Avenue, 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-SA-001-0300
ITEM 2. CODE OF ETHICS.
Not applicable for semi-annual report.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable for semi-annual report.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable for semi-annual report.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable to open-end management investment companies.
ITEM 6. SCHEDULE OF INVESTMENTS.
See Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable to open-end management investment companies.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to open-end management investment companies.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT COMPANY AND
AFFILIATED PURCHASERS.
Not applicable to open-end management investment companies.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The certifying officers, whose certifications are included herewith, have
evaluated the registrant's disclosure controls and procedures within 90 days of
the filing date of this report. In their opinion, based on their evaluation,
the registrant's disclosure controls and procedures are adequately designed, and
are operating effectively to ensure, that information required to be disclosed
by the registrant on Form N-CSR 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 second fiscal quarter of the
registrant's last fiscal half-year that have materially affected, or are
reasonably likely to materially affect, the registrant's internal control over
financial reporting.
ITEMS 12. EXHIBITS.
(a)(1) Not applicable for semi-annual report.
(a)(2) A separate certification for the principal executive officer and the
principal financial officer of the registrant as required by Rule 30a-2(a) under
the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(a)), are filed
herewith.
(b) Officer certifications as required by Rule 30a-2(b) under the Investment
Company Act of 1940, as amended (17 CFR 270.30a-2(b)) also accompany this filing
as an Exhibit.
--------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) RiverPark Funds Trust
By (Signature and Title)* /s/ Morty Schaja
----------------
Morty Schaja
President
Date: June 7, 2013
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ Morty Schaja
----------------
Morty Schaja
President
Date: June 7, 2013
By (Signature and Title)* /s/ Michael Lawson
--------------------------------------
Michael Lawson
Chief Financial Officer and Treasurer
Date: June 7, 2013
* Print the name and title of each signing officer under his or her
signature.