UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________
FORM N-CSR
________
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
INVESTMENT COMPANY ACT FILE NUMBER 811-22431
RIVERPARK FUNDS TRUST
(Exact name of registrant as specified in charter)
________
156 West 56th Street, 17th Floor
New York, NY 10019
(Address of principal executive offices) (Zip code)
Morty Schaja
156 West 56th Street, 17th Floor
New York, NY 10019
(Name and address of agent for service)
With copies to:
Thomas R. Westle
Blank Rome LLP
405 Lexington Avenue
New York, NY 10174
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 212-484-2100
DATE OF FISCAL YEAR END: SEPTEMBER 30, 2014
DATE OF REPORTING PERIOD: SEPTEMBER 30, 2014
EXPLANATORY NOTE
The following change was made within Item 1 of the September 30, 2014 RiverPark
Funds Trust Form N-CSR/A Filing:
In the Report of Independent Registered Public Accounting Firm, the city of
signature for Cohen Fund Audit Services, Ltd. changed from Westlake, Ohio to
Cleveland, Ohio.
ITEM 1. REPORTS TO STOCKHOLDERS.
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
Annual Report
September 30, 2014
--------------------------------------------------------------------------------
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
RIVERPARK STRUCTURAL ALPHA FUND
Retail Class and Institutional Class Shares
RIVERPARK STRATEGIC INCOME FUND
Retail Class and Institutional Class Shares
Investment Adviser:
RiverPark Advisors, LLC
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
TABLE OF CONTENTS
--------------------------------------------------------------------------------
Management's Discussion of Fund Performance and Analysis
RiverPark Large Growth Fund .............................................. 1
RiverPark/Wedgewood Fund ................................................. 3
RiverPark Short Term High Yield Fund ..................................... 5
RiverPark Long/Short Opportunity Fund .................................... 7
RiverPark/Gargoyle Hedged Value Fund ..................................... 11
RiverPark Structural Alpha Fund .......................................... 13
RiverPark Strategic Income Fund .......................................... 16
Schedules of Investments
RiverPark Large Growth Fund .............................................. 18
RiverPark/Wedgewood Fund ................................................. 19
RiverPark Short Term High Yield Fund ..................................... 20
RiverPark Long/Short Opportunity Fund .................................... 22
RiverPark/Gargoyle Hedged Value Fund ..................................... 26
RiverPark Structural Alpha Fund .......................................... 29
RiverPark Strategic Income Fund .......................................... 31
Statements of Assets and Liabilities ........................................ 34
Statements of Operations .................................................... 36
Statements of Changes in Net Assets ......................................... 38
Financial Highlights ........................................................ 42
Notes to Financial Statements ............................................... 46
Report of Independent Registered Public Accounting Firm ..................... 62
Trustees and Officers of the Trust .......................................... 63
Disclosure of Fund Expenses ................................................. 65
Approval of the Investment Advisory and Investment Sub-Advisory Agreements .. 67
Notice to Shareholders ...................................................... 72
The RiverPark Funds file their complete schedules of fund holdings with the
Securities 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]
--------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK LARGE GROWTH FUND
For the fiscal year ended September 30, 2014, the RiverPark Large Growth Fund
(the "Fund") gained 13.75% and 13.44% on its Institutional Class Shares and
Retail Class Shares, respectively, while the Russell 1000 Growth Index gained
19.15% and the S&P 500 Index gained 19.73%.
Investment results for the fiscal year were not uniform across quarters. The
Institutional Class Shares gained 11.77% for the December quarter, 1.22% for
the March quarter, 2.58% for the June quarter, and lost 1.98% in the September
quarter.
The Fund's investment results were not uniform across sectors. The Fund's best
fiscal year-to-date performing sectors were Information Technology, Financials,
Consumer Discretionary and Health Care. The Fund's worst fiscal year-to-date
performing sectors were Energy, Industrials, Materials and Telecommunication
Services. The Fund's best fiscal year-to-date performers were Apple, The
Blackstone Group LP, Equinix, Walt Disney and SBA Communications. The Fund's
worst fiscal year-to-date performers were Realogy Holdings, Melco Crown
Entertainment, Cabot Oil & Gas, Southwestern Energy and Las Vegas Sands.
The RiverPark Large Growth Fund seeks to make investments in securities of
large capitalization companies, which it defines as those in excess of $5
billion. The Fund invests in what it believes are exciting growth businesses
with significant long-term growth potential, but patiently waits for
opportunities to purchase these companies at attractive prices. RiverPark
believes the style is best described as a "value orientation toward growth."
RiverPark believes that the current market environment provides it with an
opportunity to own a diversified portfolio of growth stocks at attractive
valuations. We are cautiously optimistic that we can achieve our long-term
objective of realizing above average rates of return over the next few years.
This represents the manager's assessment of the market environment at a
specific point in time and should not be relied upon by the reader as research
or investment advice.
The Russell 1000 Growth Index measures the performance of the large-cap growth
segment of the U.S. equity universe. It includes those Russell 1000 Index
companies with higher price-to-book ratios and higher forecasted growth
values.
The S&P 500 Index is an unmanaged market capitalization value weighted
composite index of 500 stocks.
--------------------------------------------------------------------------------
1
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE RIVERPARK LARGE
GROWTH FUND, RETAIL CLASS SHARES, VERSUS THE RUSSELL 1000 GROWTH INDEX AND THE
S&P 500 INDEX
----------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS FOR
THE PERIOD ENDED SEPTEMBER 30, 2014
----------------------------------------------------
ANNUALIZED ANNUALIZED
ONE YEAR RETURN 3 YEAR RETURN INCEPTION TO DATE*
----------------------------------------------------
Institutional Class Shares 13.75% 22.69% 17.00%
----------------------------------------------------
Retail Class Shares 13.44% 22.37% 16.69%
----------------------------------------------------
Russell 1000 Growth Index 19.15% 22.45% 17.47%
----------------------------------------------------
S&P 500 Index 19.73% 22.99% 17.11%
----------------------------------------------------
[LINE GRAPH OMITTED - PLOT POINTS AS FOLLOWS]
----------------------------------------------------------------------------------------------------
9/30/10 9/30/11 9/30/12 9/30/13 9/30/14
----------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund,
Retail Class Shares $10,000 $10,119 $13,275 $16,347 $18,544
----------------------------------------------------------------------------------------------------
Russell 1000 Growth Index $10,000 $10,378 $13,407 $15,991 $19,053
----------------------------------------------------------------------------------------------------
S&P 500 Index $10,000 $10,114 $13,169 $15,716 $18,818
----------------------------------------------------------------------------------------------------
* Fund commenced operations on September 30, 2010.
Returns shown above are calculated assuming reinvestment of all dividends and
distributions. Returns do not reflect the deduction of taxes that a shareholder
would pay on dividends or distributions or the redemption of shares from a
fund. Returns reflect fee waivers and/or reimbursements in effect for the
period; absent fee waivers and reimbursements, performance would have been
lower. Results represent past performance and do not indicate future results.
The value of an investment in the Fund and the return on investment both will
fluctuate and redemption proceeds may be higher or lower than a shareholder's
original cost. Performance of the Institutional Class Shares differs due to the
differences in expenses. Current performance may be lower or higher than that
shown here. Unlike the Fund's comparative benchmarks, the Fund's total returns
are reduced by its annual operating expenses. Please note that one cannot
invest directly in an unmanaged index.
--------------------------------------------------------------------------------
2
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK/WEDGEWOOD FUND
For the fiscal year ended September 30, 2014, the RiverPark/Wedgewood Fund (the
"Fund") gained 15.04% and 14.91% on its Institutional Class Shares and Retail
Class Shares, respectively, while the Russell 1000 Growth Index gained 19.15%
and the S&P 500 Index gained 19.73%.
Investment results for the fiscal year were not uniform across quarters. The
Institutional Class Shares gained 10.54% for December quarter, 2.15% for the
March quarter, 1.50% for the June quarter, and 0.38% in the September quarter.
The Fund's investment results were not uniform across sectors. The Fund's best
fiscal year-to-date performing sectors were Information Technology, Financials,
Health Care and Consumer Staples. The Fund's worst fiscal year-to-date
performing sectors were Consumer Discretionary, Industrials and Energy. The
Fund's best fiscal year-to-date performers were Apple, Berkshire Hathaway,
Google, EMC and Mead Johnson Nutrition. The Fund's worst fiscal year-to-date
performers were Coach, Verisk Analytics, NOW, LKQ and Stericycle.
The RiverPark/Wedgewood Fund seeks to make investments in about 19-21
companies, with market capitalizations in excess of $5 billion, which it
believes have above-average growth prospects. The Fund invests in businesses
that it believes are market leaders with a long-term sustainable competitive
advantage. It patiently waits for opportunities to purchase what it believes
are great businesses at attractive prices. While the Fund invests in growth, it
believes that valuation is the key to generating attractive returns over the
long-term. Unlike most growth investors, Wedgewood is not a momentum investor
but rather a contrarian growth investor. Wedgewood is a firm that believes in
investing as opposed to trading and generally experiences an annual portfolio
turnover of less than 50%. Wedgewood believes that the current market
environment provides it with an opportunity to own a portfolio of growth stocks
at attractive valuations. We are cautiously optimistic that we can achieve our
long-term objective of realizing above average rates of return over the next
few years.
This represents the manager's assessment of the market environment at a
specific point in time and should not be relied upon by the reader as research
or investment advice.
The Russell 1000 Growth Index measures the performance of the large-cap growth
segment of the U.S. equity universe. It includes those Russell 1000 Index
companies with higher price-to-book ratios and higher forecasted growth
values.
The S&P 500 Index is an unmanaged market capitalization value weighted
composite index of 500 stocks.
--------------------------------------------------------------------------------
3
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE
RIVERPARK/WEDGEWOOD FUND, RETAIL CLASS SHARES, VERSUS THE RUSSELL 1000 GROWTH
INDEX AND THE S&P 500 INDEX
-----------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS FOR
THE PERIOD ENDED SEPTEMBER 30, 2014
-----------------------------------------------------
ANNUALIZED ANNUALIZED
ONE YEAR RETURN 3 YEAR RETURN INCEPTION TO DATE*
-----------------------------------------------------
Institutional Class Shares 15.04% 21.93% 17.00%
-----------------------------------------------------
Retail Class Shares 14.91% 21.66% 16.73%
-----------------------------------------------------
Russell 1000 Growth Index 19.15% 22.45% 17.47%
-----------------------------------------------------
S&P 500 Index 19.73% 22.99% 17.11%
-----------------------------------------------------
[LINE GRAPH OMITTED - PLOT POINTS AS FOLLOWS]
----------------------------------------------------------------------------------------------------
9/30/10 9/30/11 9/30/12 9/30/13 9/30/14
----------------------------------------------------------------------------------------------------
RiverPark/Wedgewood Fund,
Retail Class Shares $10,000 $10,312 $13,836 $16,160 $18,569
----------------------------------------------------------------------------------------------------
Russell 1000 Growth Index $10,000 $10,378 $13,407 $15,991 $19,053
----------------------------------------------------------------------------------------------------
S&P 500 Index $10,000 $10,114 $13,169 $15,716 $18,818
----------------------------------------------------------------------------------------------------
* Fund commenced operations on September 30, 2010.
Returns shown above are calculated assuming reinvestment of all dividends and
distributions. Returns do not reflect the deduction of taxes that a shareholder
would pay on dividends or distributions or the redemption of shares from a
fund. Returns reflect fee waivers and/or reimbursements in effect for the
period; absent fee waivers and reimbursements, performance would have been
lower. Effective July 5, 2013, the Fund fully recaptured previously waived
investment advisory fees. Results represent past performance and do not
indicate future results. The value of an investment in the Fund and the return
on investment both will fluctuate and redemption proceeds may be higher or
lower than a shareholder's original cost. Performance of the Institutional
Class Shares differs due to the differences in expenses. Current performance
may be lower or higher than that shown here. Unlike the Fund's comparative
benchmarks, the Fund's total returns are reduced by its annual operating
expenses. Please note that one cannot invest directly in an unmanaged index.
--------------------------------------------------------------------------------
4
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK SHORT TERM HIGH YIELD FUND
For the fiscal year ended September 30, 2014, the RiverPark Short Term High
Yield Fund (the "Fund") gained 3.48% and 3.02% on its Institutional Class
Shares and Retail Class Shares, respectively, while the BofA Merrill Lynch 1-3
Year U.S. Corporate Bond Index gained 1.82% and the BofA Merrill Lynch 1-Year
U.S. Treasury Index gained 0.26%.
Investment results for the fiscal year were not uniform across quarters. The
Institutional Class Shares gained 1.14% for December quarter, 0.97% for the
March quarter, 0.96% for the June quarter, and 0.38% in the September quarter.
The Fund realized positive contributions from its investments in each of its
five categories of investment. The Fund realized a contribution to its
performance of 0.65% in its investments in the Short Term Maturity category,
0.78% in Redeemed Debt investments, 1.20% in Cushion Bonds, 1.22% in
Event-Driven, and 0.47% in Strategic Recap investments.
The Fund continues to strive for maximum yield with the lowest effective
duration possible. As of September 30, 2014, 64% of the Fund's invested
portfolio is expected to mature or be repaid within 90 days, while 91% of the
Fund's invested portfolio is expected to mature or be repaid within 12 months.
Over 70% of the invested portfolio is expected to be repaid as the result of a
corporate event (redemption or early retirement due to an acquisition or
recapitalization).
The RiverPark Short Term High Yield Fund focuses on short term high yield
securities for which they believe credit ratings do not accurately reflect a
company's ability to meet their short term credit obligations. The RiverPark
Short Term High Yield Fund seeks to make investments in fixed income securities
of companies that have announced or, in Cohanzick's opinion, will announce a
funding event, reorganization or other corporate event that they believe will
have a positive impact on a company's ability to repay their debt.
Additionally, the Fund will invest in securities in which it perceives there is
limited near term risk of default. In Cohanzick's view, the risks associated
with investing in short term high yield debt are very different from investing
in long-dated paper in which operating performance and business sustainability
are of primary concern.
This represents the manager's assessment of the market environment at a
specific point in time and should not be relied upon by the reader as research
or investment advice.
The BofA Merrill Lynch 1-3 Year U.S. Corporate Bond Index is an unmanaged index
comprised of U.S. dollar denominated investment grade corporate debt securities
publicly issued in the U.S. domestic market with at least one year remaining
term to final maturity.
The BofA Merrill Lynch 1-Year U.S. Treasury Index tracks the performance of
U.S. dollar denominated sovereign debt publicly issued by the U.S. government
in its domestic market with at least one year remaining term to final
maturity.
The BofA Merrill Lynch 0-3 Year U.S. High Yield Index Excluding Financials
considers all securities from the BofA Merrill Lynch US High Yield Master II
Index and the BofA Merrill Lynch U.S. High Yield, 0-1 Year Index, and then
applies the following filters: securities greater than or equal to one month
but less than 3 years to final maturity, and exclude all securities with Level
2 sector classification = Financial (FNCL).
--------------------------------------------------------------------------------
5
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE RIVERPARK SHORT
TERM HIGH YIELD FUND, RETAIL CLASS SHARES, VERSUS THE BOFA MERRILL LYNCH 1-3
YEAR U.S. CORPORATE BOND INDEX, THE BOFA MERRILL LYNCH 1-YEAR U.S. TREASURY
INDEX AND THE BOFA MERRILL LYNCH 0-3 YEAR U.S. HIGH YIELD INDEX EXCLUDING
FINANCIALS
------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS FOR
THE PERIOD ENDED SEPTEMBER 30, 2014
------------------------------------------------------
ANNUALIZED ANNUALIZED
ONE YEAR RETURN 3 YEAR RETURN INCEPTION TO DATE*
------------------------------------------------------
Institutional Class Shares 3.48% 4.03% 3.84%
------------------------------------------------------
Retail Class Shares 3.02% 3.68% 3.52%
------------------------------------------------------
BofA Merrill Lynch 1-3 Year U.S. Corporate Bond Index 1.82% 2.69% 2.37%
------------------------------------------------------
BofA Merrill Lynch 1-Year U.S. Treasury Index 0.26% 0.28% 0.35%
------------------------------------------------------
BofA Merrill Lynch 0-3 Year U.S. High Yield Index Excluding Financials 3.62% 6.97% 5.75%
------------------------------------------------------
[LINE GRAPH OMITTED - PLOT POINTS AS FOLLOWS]
-----------------------------------------------------------------------------------------------------------------
9/30/10 9/30/11 9/30/12 9/30/13 9/30/14
-----------------------------------------------------------------------------------------------------------------
RiverPark Short Term High Yield Fund,
Retail Class Shares $10,000 $10,306 $10,809 $11,149 $11,486
-----------------------------------------------------------------------------------------------------------------
BofA Merrill Lynch 1-3 Year U.S. Corporate Bond Index $10,000 $10,141 $10,598 $10,785 $10,981
-----------------------------------------------------------------------------------------------------------------
BofA Merrill Lynch 1-Year U.S. Treasury Index $10,000 $10,055 $10,082 $10,113 $10,139
-----------------------------------------------------------------------------------------------------------------
BofA Merrill Lynch 0-3 Year U.S. High Yield
Index Excluding Financials $10,000 $10,220 $11,293 $12,071 $12,509
-----------------------------------------------------------------------------------------------------------------
* Fund commenced operations on September 30, 2010.
Returns shown above are calculated assuming reinvestment of all dividends and
distributions. Returns do not reflect the deduction of taxes that a shareholder
would pay on dividends or distributions or the redemption of shares from a
fund. Returns reflect fee waivers and/or reimbursements in effect for the
period; absent fee waivers and reimbursements, performance would have been
lower. Results represent past performance and do not indicate future results.
The value of an investment in the Fund and the return on investment both will
fluctuate and redemption proceeds may be higher or lower than a shareholder's
original cost. Performance of the Institutional Class Shares differs due to the
differences in expenses. Current performance may be lower or higher than that
shown here. Unlike the Fund's comparative benchmarks, the Fund's total returns
are reduced by its annual operating expenses. Please note that one cannot
invest directly in an unmanaged index.
--------------------------------------------------------------------------------
6
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK LONG/SHORT OPPORTUNITY FUND
For the fiscal year ended September 30, 2014, the RiverPark Long/Short
Opportunity Fund (the "Fund") gained 4.06% and 3.77% on its Institutional Class
Shares and Retail Class Shares, respectively, while the S&P 500 Index gained
19.73% and the Morningstar Long/Short Equity Category gained 6.22% . The
average gross and net exposures of the Fund for the fiscal year were 162% and
58% (long 110%, short 52%), respectively.
The Fund's performance for the fiscal year was disappointing. The Fund's long
positions contributed approximately 14.8% for the fiscal year, as compared to
the performance of the broad stock market as measured by the S&P 500 Index
which returned 19.7% . Our longs are comprised of businesses with major
tailwinds and have strong business models, the market favored low-quality
companies and turnarounds. The Fund was negatively affected by its short
positions which detracted 8.7% for the fiscal year ended September 30, 2014.
Our holdings in the short book advanced approximately 16% which was less than
the performance of the S&P 500 Index. We believe the Fund's shorts are
comprised of businesses facing major headwinds going forward and have flawed
business models.
Investment results for the fiscal year were not uniform across quarters. The
Institutional Class Shares gained 7.92% for December quarter, lost 1.56% for
the March quarter, gained 0.09% for the June quarter, and lost 2.14% in the
September quarter.
The Fund's investment results were not uniform across sectors. The Fund's best
fiscal year-to-date performing sectors were Financials, Consumer Discretionary,
Health Care, Materials and Energy. The Fund's worst fiscal year-to-date
performing sectors were Information Technology, Industrials, Consumer Staples
and Telecommunication Services. The Fund's best fiscal year-to-date performers
were Apple, The Blackstone Group LP, Equinix, Walt Disney and SBA
Communications. The Fund's worst fiscal year-to-date performers were comprised
of Electronic Arts, Realogy Holdings, Bankrate, Hewlett-Packard and DeVry
Education Group.
Derivatives, which were used to marginally leverage the long positions through
total return swaps or equity options, contributed approximately 0.8% to the
Fund performance.
The RiverPark Long/Short Opportunity Fund seeks long-term capital appreciation
while managing downside volatility by investing long in equity securities that
the Fund's investment adviser believes have above-average growth prospects and
selling short equity securities the Adviser believes are competitively
disadvantaged over the long-term. The Fund is an opportunistic long/short
investment fund. The Fund's investment goal is to achieve above average rates
of return with less volatility and less downside risk as compared to U.S.
equity markets. We believe the long book is currently comprised of businesses
that are attractively priced as, on average, their businesses have experienced
earnings growth in excess of their stock price gains. We believe the
substantial appreciation of the short book, much of it due to valuation
expansion along with or exceeding the market's, has created an unusually
attractive opportunity to short businesses that we believe are flawed with full
or excessive values.
This represents the manager's assessment of the market environment at a
specific point in time and should not be relied upon by the reader as research
or investment advice.
The S&P 500 Index is an unmanaged market capitalization value weighted
composite index of 500 stocks.
The Morningstar Long/Short Equity Category portfolios hold sizable stakes in
both long and short positions. Some funds that fall into this category are
market neutral - dividing their exposure equally between long and short
positions in an attempt to earn a modest return that is not tied to the
market's fortunes. Other portfolios that are not market neutral will shift
their exposure to long and short positions depending upon their macro outlook
or the opportunities they uncover through bottom-up research.
--------------------------------------------------------------------------------
7
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK LONG/SHORT OPPORTUNITY FUND (UNAUDITED)
SUPPLEMENTAL DISCLOSURE:
The following represents a reconciliation of accounting principles generally
accepted in the United States of America ("GAAP") to non-GAAP exposure for
underlying investments that are held by the Fund through investments in common
stock, total return swap transactions and option transactions as of September
30, 2014. The total non-GAAP exposure is calculated by using the common stock
plus the notional swap and the delta-adjusted options values divided by the net
asset value of the Fund as of September 30, 2014.
COMMON STOCK, TOTAL RETURN SWAPS
AND PURCHASED OPTIONS:
GAAP Non-GAAP GAAP Non-GAAP
EXPOSURE EXPOSURE EXPOSURE EXPOSURE
--------- -------- -------- --------
ALLIANCE DATA SYSTEMS LAS VEGAS SANDS
Common Stock 2.0% 2.0% Common Stock 2.5% 2.5%
Total Return Swap -- 0.3% Total Return Swap -- 0.2%
--------- -------- Equity Options* 0.1% 0.8%
2.0% 2.3% -------- --------
--------- -------- 2.6% 3.5%
AMAZON -------- --------
Equity Options* 0.1% -- MASTERCARD
--------- -------- Common Stock 1.8% 1.8%
0.1% -- Total Return Swap -- 1.1%
--------- -------- -------- --------
AMERICAN TOWER 1.8% 2.9%
Common Stock 2.5% 2.5% -------- --------
Total Return Swap -- 0.4%
--------- --------
2.5% 2.9% MELCO CROWN
--------- -------- ENTERTAINMENT
APPLE Common Stock 1.5% 1.5%
Common Stock 2.7% 2.7% Equity Options* -- 0.2%
Total Return Swap -- 0.4% -------- --------
Equity Options* 0.4% 0.2% 1.5% 1.7%
--------- -------- -------- --------
3.1% 3.3%
--------- -------- NATIONAL OILWELL VARCO
Common Stock 1.8% 1.8%
CABOT OIL & GAS Total Return Swap -- 0.1%
Common Stock 2.7% 2.7% -------- --------
Total Return Swap -- 0.3% 1.8% 1.9%
--------- -------- -------- --------
2.7% 3.0%
--------- -------- NETFLIX.COM
Equity Options* 0.0% --
-------- --------
0.0% --
CME GROUP -------- --------
Common Stock 2.0% 2.0%
Total Return Swap -- 0.5% PRICELINE GROUP
--------- -------- Common Stock 3.2% 3.2%
2.0% 2.5% Total Return Swap -- 0.1%
--------- -------- -------- --------
3.2% 3.3%
DOLLAR TREE -------- --------
Common Stock 1.6% 1.6%
Total Return Swap -- 1.0% QUALCOMM
--------- -------- Common Stock 1.8% 1.8%
1.6% 2.6% Total Return Swap -- 0.1%
--------- -------- -------- --------
1.8% 1.9%
EBAY -------- --------
Common Stock 1.5% 1.5% S&P 500 INDEX
Total Return Swap -- 1.1% Equity Index Options* 1.0% --
--------- -------- -------- --------
1.5% 2.6% 1.0% --
--------- -------- -------- --------
GOOGLE SBA COMMUNICATIONS
Common Stock 4.8% 4.8% Common Stock 2.8% 2.8%
Total Return Swap -- 0.4% Total Return Swap -- 0.1%
--------- -------- -------- --------
4.8% 5.2% 2.8% 2.9%
--------- -------- -------- --------
--------------------------------------------------------------------------------
8
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK LONG/SHORT OPPORTUNITY FUND (UNAUDITED)
COMMON STOCK, TOTAL RETURN SWAPS SECURITIES SOLD SHORT AND WRITTEN OPTIONS:
AND PURCHASED OPTIONS (CONTINUED):
GAAP Non-GAAP GAAP Non-GAAP
EXPOSURE EXPOSURE EXPOSURE EXPOSURE
-------- -------- -------- --------
AMAZON
SCHLUMBERGER Equity Options* 0.0% -0.5%
Common Stock 2.0% 2.0% -------- --------
Total Return Swap -- 0.2% 0.0% -0.5%
-------- -------- -------- --------
2.0% 2.2%
-------- -------- APPLE
Equity Options* -0.2% --
-------- --------
SOUTHWESTERN ENERGY -0.2% --
Common Stock 2.3% 2.3% -------- --------
Total Return Swap -- 1.5%
-------- -------- LAS VEGAS SANDS
2.3% 3.8% Equity Options* -0.1% --
-------- -------- -------- --------
-0.1% --
VISA -------- --------
Common Stock 2.8% 2.8%
Total Return Swap -- 0.2% MELCO CROWN
-------- -------- ENTERTAINMENT
2.8% 3.0% Equity Options* -0.1% --
-------- -------- -------- --------
-0.1% --
WALT DISNEY -------- --------
Common Stock 1.4% 1.4% NETFLIX.COM
Total Return Swap -- 1.6% Equity Options* 0.0% 0.0%
-------- -------- -------- --------
1.4% 3.0% 0.0% 0.0%
-------- -------- -------- --------
S&P 500 INDEX
Equity Index Options* -0.9% -5.3%
WYNN RESORTS -------- --------
Common Stock 2.4% 2.4% -0.9% -5.3%
Total Return Swap -- 0.4% -------- --------
Equity Options* 0.1% 0.9%
-------- -------- WYNN RESORTS
2.5% 3.7% Equity Options* 0.0% --
-------- -------- -------- --------
0.0% --
ZILLOW -------- --------
Equity Options* 0.0% --
-------- -------- ZILLOW
0.0% -- Equity Options* 0.0% -0.3%
-------- -------- -------- --------
0.0% -0.3%
REMAINING UNDERLIERS -------- --------
COMMON STOCK 52.3% 52.3%
-------- --------
REMAINING UNDERLIERS
COMMON STOCK -43.9% -43.9%
TOTAL, BEFORE -------- --------
TIME DEPOSIT 100.1% 110.5%
-------- --------
TOTAL SECURITIES SOLD SHORT
TIME DEPOSIT 5.2% 5.2% AND WRITTEN OPTIONS -45.2% -50.0%
-------- -------- ======== ========
TOTAL COMMON STOCK,
TOTAL RETURN SWAPS AND
PURCHASED OPTIONS, AFTER
TIME DEPOSIT 105.3% 115.7%
======== ========
* Held both long (purchased) and short (written).
--------------------------------------------------------------------------------
9
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE RIVERPARK
LONG/SHORT OPPORTUNITY FUND, RETAIL CLASS SHARES, VERSUS THE S&P 500 INDEX AND
MORNINGSTAR LONG/SHORT EQUITY CATEGORY
------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED SEPTEMBER 30, 2014
------------------------------------------------------------------------
ANNUALIZED ANNUALIZED ANNUALIZED
ONE YEAR RETURN 3 YEAR RETURN* 5 YEAR RETURN* INCEPTION TO DATE*
------------------------------------------------------------------------
Institutional Class Shares 4.06% 11.44% 8.19% 8.19%
------------------------------------------------------------------------
Retail Class Shares 3.77% 11.27% 8.08% 8.08%
------------------------------------------------------------------------
S&P 500 Index 19.73% 22.99% 15.69% 15.69%
------------------------------------------------------------------------
Morningstar Long/Short Equity Category 6.22% 7.80% 4.31% 4.31%
------------------------------------------------------------------------
[LINE GRAPH OMITTED - PLOT POINTS AS FOLLOWS]
------------------------------------------------------------------------------------------------------------------------
9/30/09 9/30/10 9/30/11 9/30/12 9/30/13 9/30/14
------------------------------------------------------------------------------------------------------------------------
RiverPark Long/Short Opportunity Fund,
Retail Class Shares $10,000 $10,242 $10,708 $14,151 $14,215 $14,751
------------------------------------------------------------------------------------------------------------------------
S&P 500 Index $10,000 $11,016 $11,142 $14,507 $17,313 $20,730
------------------------------------------------------------------------------------------------------------------------
Morningstar Long/Short Equity Category $10,000 $10,160 $9,859 $10,655 $11,629 $12,352
------------------------------------------------------------------------------------------------------------------------
* Fund commenced operations on March 30, 2012. The performance data quoted for
periods prior to March 30, 2012 is that of the Predecessor Fund. The
Predecessor Fund commenced operations on September 30, 2009. The Predecessor
Fund was not a registered mutual fund and was not subject to the same
investment and tax restrictions as the Fund. If it had been, the Predecessor
Fund's performance might have been lower. Performance shown for periods of one
year and greater are annualized.
For periods after March 30, 2012, the returns shown above are calculated
assuming reinvestment of all dividends and distributions. Returns do not
reflect the deduction of taxes that a shareholder would pay on dividends or
distributions or the redemption of shares from a fund. Returns reflect fee
waivers and/or reimbursements in effect for the period; absent fee waivers and
reimbursements, performance would have been lower. Results represent past
performance and do not indicate future results. The value of an investment in
the Fund and the return on investment both will fluctuate and redemption
proceeds may be higher or lower than a shareholder's original cost. Performance
of the Institutional Class Shares differs due to the differences in expenses.
Current performance may be lower or higher than that shown here. Unlike the
Fund's comparative benchmarks, the Fund's total returns are reduced by its
annual operating expenses. Please note that one cannot invest directly in an
unmanaged index.
--------------------------------------------------------------------------------
10
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK/GARGOYLE HEDGED VALUE FUND
For the fiscal year ended September 30, 2014, the RiverPark/Gargoyle Hedged
Value Fund (the "Fund") gained 15.32% and 15.03% on its Institutional Class
Shares and Retail Class Shares, respectively, while the S&P 500 Index gained
19.73% and the Russell 1000 Value Index gained 18.89% . For the fiscal year
ended September 30, 2014, the Fund's equities gained 22.5% and the Fund lost
5.7% in its index option positions.
Investment results for the fiscal year were not uniform across quarters. The
Institutional Class Shares gained 8.42% for December quarter, 3.89% for the
March quarter, 4.76% for the June quarter, and lost 2.27% in the September
quarter.
The Fund's investment results were not uniform across sectors. The Fund's best
fiscal year-to-date performing sectors were Information Technology, Health
Care, Consumer Staples and Financials. The Fund's worst fiscal year-to-date
performing sectors were Utilities, Consumer Discretionary, Telecommunication
Services, Industrials and Energy. The Fund's best fiscal year-to-date
performers were Pilgrim's Pride, United Therapeutics, Alcoa, Hewlett-Packard
and Questcor Pharmaceuticals. The Fund's worst fiscal year-to-date performers
were Sears Holdings, Peabody Energy, Ocwen Financial, Cliffs Natural Resources,
and SandRidge Energy.
The RiverPark/Gargoyle Hedged Value Fund seeks long-term capital appreciation
while exposing investors to less risk than broad stock market indexes by
combining two investment strategies. First, the Fund intends to be fully
invested in equity securities of medium-large capitalization companies (the
"Stock Portfolio") that Gargoyle, the Fund's subadviser, believes are
attractively priced relative to medium-large capitalization stocks generally.
Second, the Fund sells index call options ("Options Portfolio") against the
Stock Portfolio in an effort to increase the Fund's income, reduce the
volatility of its returns and, in general, improve the reward/risk of the Stock
Portfolio. The Fund expects to maintain a net market exposure of between 35%
and 65%.
We are cautiously optimistic that we can achieve our long-term objective of
realizing above average rates of return over the next few years. Additionally,
the Fund believes that it can gain performance from its index option writing
activities while it also believes the options can decrease overall performance
volatility.
This represents the manager's assessment of the market environment at a
specific point in time and should not be relied upon by the reader as research
or investment advice.
The S&P 500 Index is an unmanaged market capitalization value weighted
composite index of 500 stocks.
The Russell 1000 Value Index measures the performance of the large-cap value
segment of the U.S. equity universe. It includes those Russell 1000 Index
companies with lower price-to-book ratios and lower expected growth values.
--------------------------------------------------------------------------------
11
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE
RIVERPARK/GARGOYLE HEDGED VALUE FUND, RETAIL CLASS SHARES, VERSUS THE S&P 500
INDEX AND THE RUSSELL 1000 VALUE INDEX
----------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED SEPTEMBER 30, 2014
----------------------------------------------------------------------------------------------------
Annualized Annualized Annualized Annualized
One Year Return 3 Year Return* 5 Year Return* 10 Year Return* Inception to Date*
----------------------------------------------------------------------------------------------------
Institutional Class Shares 15.32% 18.91% 13.31% 8.99% 9.11%
----------------------------------------------------------------------------------------------------
Retail Class Shares 15.03% 18.69% 13.19% 8.93% 9.07%
----------------------------------------------------------------------------------------------------
S&P 500 Index 19.73% 22.99% 15.69% 8.11% 3.97%
----------------------------------------------------------------------------------------------------
Russell 1000 Value Index 18.89% 23.93% 15.26% 7.84% 6.38%
----------------------------------------------------------------------------------------------------
[LINE GRAPH OMITTED - PLOT POINTS AS FOLLOWS]
------------------------------------------------------------------------------------------------------------------------------------
9/30/04 9/30/05 9/30/06 9/30/07 9/30/08 9/30/09 9/30/10 9/30/11 9/30/12 9/30/13 9/30/14
------------------------------------------------------------------------------------------------------------------------------------
RiverPark/Gargoyle Hedged Value
Fund, Retail Class Shares $10,000 $12,140 $13,701 $15,036 $11,735 $12,664 $14,709 $14,069 $15,942 $20,451 $23,525
------------------------------------------------------------------------------------------------------------------------------------
S&P 500 Index $10,000 $11,225 $12,436 $14,481 $11,298 $10,518 $11,587 $11,719 $15,259 $18,210 $21,804
------------------------------------------------------------------------------------------------------------------------------------
Russell 1000 Value Index $10,000 $11,669 $13,375 $15,307 $11,701 $10,459 $11,389 $11,174 $14,629 $17,892 $21,271
------------------------------------------------------------------------------------------------------------------------------------
* Fund commenced operations on April 30, 2012. The performance data quoted for
periods prior to April 30, 2012 is that of the Predecessor Fund. The
Predecessor Fund commenced operations prior to the periods shown. The
Predecessor Fund was not a registered mutual fund and was not subject to the
same investment and tax restrictions as the Fund. If it had been, the
Predecessor Fund's performance might have been lower. Performance shown for one
year and greater are annualized. The Predecessor Fund commenced operations in
1997. Substantial changes were made to the strategy in January 2000, consistent
with the strategy of the Fund. Performance results during years 1997 through
1999 are available upon request by calling the Fund at 888-564-4517.
For periods after April 30, 2012, the returns shown above are calculated
assuming reinvestment of all dividends and distributions. Returns do not
reflect the deduction of taxes that a shareholder would pay on dividends or
distributions or the redemption of shares from a fund. Returns reflect fee
waivers and/or reimbursements in effect for the period; absent fee waivers and
reimbursements, performance would have been lower. Results represent past
performance and do not indicate future results. The value of an investment in
the Fund and the return on investment both will fluctuate and redemption
proceeds may be higher or lower than a shareholder's original cost. Performance
of the Institutional Class Shares differs due to the differences in expenses.
Current performance may be lower or higher than that shown here. Unlike the
Fund's comparative benchmarks, the Fund's total returns are reduced by its
annual operating expenses. Please note that one cannot invest directly in an
unmanaged index.
--------------------------------------------------------------------------------
12
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK STRUCTURAL ALPHA FUND
For the fiscal year ended September 30, 2014, the RiverPark Structural Alpha
Fund (the "Fund") gained 5.46% on its Institutional Class Shares and 5.16% on
its Retail Class Shares, while the S&P 500 Index gained 19.73% and the
Morningstar Market Neutral Category gained 2.12%.
The Fund derives its performance through the combination of three core
portfolio components. Each one of these components is designed to address
specific trade-offs between risk and return, and the overall risk and return
profile of the Fund is achieved through an optimized combination of all three
components. In addition, because the strategy is a net seller of options, it
typically generates a net positive cash position. This component is held in a
collateral account consisting of cash and high-grade, short-duration fixed
income positions. For the fiscal year ended September 30, 2014, the performance
of each of these components was as follows:
1. Long Biased Global Index Options: These are packages of call and put
options that both help the Fund establish its long bias while creating
zones of enhancement and protection around broad equity index returns.
The exposure is typically between 40% and 80%. For this fiscal year,
the average exposure was 74.2% and this component returned 1.5%.
2. Non Directional Global Index Options: The Fund typically shorts a
basket of short-dated straddles or strangles in order to take
advantage of options that we believe are statistically expensive. This
component is market neutral and should perform well in markets that
are relatively stable and range-bound. The exposure is typically
between 40% and 80%. For this fiscal year, the average exposure was
49.3% and this component returned 8.5%.
3. Constant Hedge: This component is a market short, using futures and
options, that is designed to reduce the portfolio's exposure to market
declines. The exposure is typically between 20% and 40%. This
component exists to help protect against sharp downward moves, and as
such it's weighting in the portfolio changes based on the weightings
of the other two components. For this fiscal year, the average
exposure was 34.3% and this component returned -4.5%.
4. Collateral: For the quarter ended September 30, 2014, the collateral
account consisted of cash and Treasury Bills. Given the near-zero
returns of cash and cash equivalent securities, the performance of
this component was 0.01%.
In the beginning of September, 2014, the Fund was reclassified from the
Morningstar Long/Short Equity Category to the Morningstar Market Neutral
Category. Given the Fund's low market exposure, this new peer group serves as a
more appropriate comparison for the strategy's goals and objectives. The Fund's
market exposure has had an actual beta, or net market exposure, of 0.28. This
is much lower than the average for funds in the Long/Short Equity Category, and
in-line with funds that are part of the Market Neutral Category. Unlike most
funds in the Long/Short Equity Category, the Fund does not adjust its exposure
to the markets due to changing conditions or a predictive market view. In
addition, the Fund does not rely on security selection for either the long or
short components of the portfolio. We believe, and Morningstar agrees, that the
Market Neutral Category is a more appropriate benchmark for the Fund.
The RiverPark Structural Alpha Fund seeks long-term capital appreciation while
exposing investors to less risk than broad stock market indices by investing
using a portfolio of options that we believe will generate exposure
structurally to equity markets with less volatility. The Fund takes a
systematic approach to investing in equity markets, with a long bias that we
believe will achieve a positive effect on performance by compounding a higher
percentage of market gains than losses. The Fund is willing to trade-off
opportunities for above average gains in exchange for income that will provide
a cushion, and therefore some downside protection, during market declines.
The Fund's investment philosophy is based on the belief that options on market
indices are generally overpriced, and therefore, an approach that involves
predominantly selling these index options will generate structurally superior
risk-adjusted returns. The non-linear profile of options makes them an ideal
tool to modify market performance in order to achieve the Fund's objectives.
Historically, the actual volatility of underlying indices has been, on average,
less than the implied volatilities suggested by the prices of index options.
--------------------------------------------------------------------------------
13
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
We believe that the structural reasons for this persistent spread between
implied and realized volatility will continue. By making systematic tradeoffs
between potential upside participation for the possibility to generate more
stable returns, protect against downward moves, and reduce portfolio
volatility, we are cautiously optimistic that the Fund can achieve its
objective of providing long-term capital appreciation while exposing investors
to less risk than broad stock market indices.
This represents the manager's assessment of the market environment at a
specific point in time and should not be relied upon by the reader as research
or investment advice.
The S&P 500 Index is an unmanaged market capitalization value weighted
composite index of 500 stocks.
The Morningstar Market Neutral Category funds attempt to reduce systematic risk
created by factors such as exposures to sectors, market-cap ranges, investment
styles, currencies, and/or countries. They try to achieve this by matching
short positions within each area against long positions. These strategies are
often managed as beta-neutral, dollar-neutral, or sector-neutral.
--------------------------------------------------------------------------------
14
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE RIVERPARK
STRUCTURAL ALPHA FUND, RETAIL CLASS SHARES, VERSUS THE S&P 500 INDEX AND THE
MORNINGSTAR MARKET NEUTRAL CATEGORY
------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED SEPTEMBER 30, 2014
------------------------------------------------------------------------
ANNUALIZED ANNUALIZED ANNUALIZED
ONE YEAR RETURN 3 YEAR RETURN* 5 YEAR RETURN* INCEPTION TO DATE*
------------------------------------------------------------------------
Institutional Class Shares 5.46% 8.20% 7.25% 8.94%
------------------------------------------------------------------------
Retail Class Shares 5.16% 8.10% 7.19% 8.88%
------------------------------------------------------------------------
S&P 500 Index 19.73% 22.99% 15.69% 10.83%
------------------------------------------------------------------------
Morningstar Market Neutral Category 2.12% 1.37% 0.23% 0.17%
------------------------------------------------------------------------
[LINE GRAPH OMITTED - PLOT POINTS AS FOLLOWS]
------------------------------------------------------------------------------------------------------------------------------------
9/26/08 9/30/08 9/30/09 9/30/10 9/30/11 9/30/12 9/30/13 9/30/14
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Structural Alpha,
Retail Class Shares $10,000 $10,016 $11,788 $12,985 $13,205 $15,146 $15,862 $16,680
------------------------------------------------------------------------------------------------------------------------------------
S&P 500 Index $10,000 $9,616 $8,952 $9,861 $9,974 $12,987 $15,498 $18,557
------------------------------------------------------------------------------------------------------------------------------------
Morningstar Market Neutral Category $10,000 $10,023 $9,988 $9,843 $9,699 $9,830 $9,893 $10,103
------------------------------------------------------------------------------------------------------------------------------------
* Fund commenced operations on June 28, 2013. The performance data quoted for
periods prior to June 28, 2013 is that of the Predecessor Fund. The Predecessor
Fund was not a registered mutual fund and was not subject to the same
investment and tax restrictions as the Fund. If it had been, the Predecessor
Fund's performance might have been lower. Performance shown for one year and
greater are annualized. The Predecessor Fund commenced operations on September
29, 2008.
For periods after June 28, 2013, the returns shown above are calculated
assuming reinvestment of all dividends and distributions. Returns do not
reflect the deduction of taxes that a shareholder would pay on dividends or
distributions or the redemption of shares from a fund. Returns reflect fee
waivers and/or reimbursements in effect for the period; absent fee waivers and
reimbursements, performance would have been lower. Results represent past
performance and do not indicate future results. The value of an investment in
the Fund and the return on investment both will fluctuate and redemption
proceeds may be higher or lower than a shareholder's original cost. Performance
of the Institutional Class Shares differs due to the differences in expenses.
Current performance may be lower or higher than that shown here. Unlike the
Fund's comparative benchmarks, the Fund's total returns are reduced by its
annual operating expenses. Please note that one cannot invest directly in an
unmanaged index.
--------------------------------------------------------------------------------
15
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK STRATEGIC INCOME FUND
For the fiscal year ended September 30, 2014, the RiverPark Strategic Income
Fund (the "Fund") gained 7.16% and 6.93% on its Institutional Class Shares and
Retail Class Shares, respectively, while the Barclays U.S. Aggregate Index
gained 3.96% and the Morningstar Multisector Bond Category gained 5.86% .
Investment results for the fiscal year were not uniform across quarters. The
Institutional Class Shares gained 2.52% for December quarter, 2.57% for the
March quarter, 1.97% for the June quarter, and lost 0.06% in the September
quarter.
The Fund realized positive contributions from its investments in each of its
six categories of investment. The Fund realized a contribution to its
performance of 3.92% in its investments in the Buy & Hold "Money Good"
category, 1.75% in RiverPark Short Term High Yield Bond Fund Overlap
investments, 1.45% in Priority Based (Above the Fray), 0.62% in Off The Beaten
Path, 0.12% in Other (ABS, distressed) and 0.05% in the Interest Rate Resets
(floaters, cushion bonds) category of investments.
As of September 30, 2014, the Fund's net assets were weighted by category as
follows: 48.8% was held in the Buy & Hold "Money Good" category, 29.3% in
RiverPark Short Term High Yield Bond Fund Overlap investments, 8.0% in the
Priority Based (Above the Fray), 7.7% in Other (ABS, distressed), 0.9% in Off
The Beaten Path, 0.4% in Interest Rate Resets (floaters, cushion bonds), with
the remaining 4.8% in cash and cash equivalents. Across all categories, 75.8%
of the net assets was held in high yield securities and 19.4% was held in
investment grade securities. The Fund held 85 positions as of this date, 29 of
which were held in the RiverPark Short Term High Yield Bond Fund Overlap
category and 56 of which were not.
RiverPark Strategic Income Fund seeks high current income and capital
appreciation consistent with the preservation of capital by investing in
investment grade and non-investment grade debt, preferred stock, convertible
bonds, bank loans, high yield bonds and income producing equities that
Cohanzick deems appropriate for the Fund's investment objective. The Fund will
primarily invest in both investment grade and non-investment grade "Money Good"
securities, for which the enterprise value of the issuing company exceeds the
value of the senior and equally ranked debt of the considered investment.
Therefore, we believe the risk of loss of principal due to permanent impairment
is minimal. The Fund expects to invest in securities that are not widely
followed, which Cohanzick believes offer better returns with little or no
additional credit risk.
Footnotes:
"Money Good" is a term used by the Adviser to describe debt it believes will be
paid off in full under current market conditions and on a strict priority
basis. High yield and investment grade classification of securities was based
on Bloomberg Composite Ratings comprised of Moody's, Standard & Poor's, Fitch &
DBRS, Ltd.
This represents the manager's assessment of the market environment at a
specific point in time and should not be relied upon by the reader as research
or investment advice.
The Barclays U.S. Aggregate Index is weighted according to market
capitalization, which means the securities represented in the index are
weighted according to the market size of the bond category.
The Morningstar Multisector Bond Category portfolios seek income by
diversifying their assets among several fixed-income sectors, usually U.S.
government obligations, U.S. corporate bonds, foreign bonds, and high-yield
U.S. debt securities.
--------------------------------------------------------------------------------
16
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE RIVERPARK
STRATEGIC INCOME FUND, RETAIL CLASS SHARES, VERSUS THE BARCLAYS U.S. AGGREGATE
INDEX AND MORNINGSTAR MULTISECTOR BOND CATEGORY
----------------------------------------
AVERAGE ANNUAL TOTAL RETURNS FOR
THE PERIOD ENDED SEPTEMBER 30, 2014
----------------------------------------
Annualized
One Year Return Inception to Date*
----------------------------------------
Institutional Class Shares 7.16% 7.16%
----------------------------------------
Retail Class Shares 6.93% 6.93%
----------------------------------------
Barclays U.S. Aggregate Index 3.96% 3.96%
----------------------------------------
Morningstar Multisector Bond Category 5.86% 5.86%
----------------------------------------
[LINE GRAPH OMITTED - PLOT POINTS AS FOLLOWS]
---------------------------------------------------------------------------------------------------------
9/30/13 12/31/13 3/31/14 6/30/14 9/30/14
---------------------------------------------------------------------------------------------------------
RiverPark Strategic Income Fund,
Retail Class Shares $10,000 $10,248 $10,515 $10,706 $10,693
---------------------------------------------------------------------------------------------------------
Barclays U.S. Aggregate Index $10,000 $9,986 $10,170 $10,378 $10,396
---------------------------------------------------------------------------------------------------------
Morningstar Multisector Bond Category $10,000 $10,197 $10,436 $10,694 $10,586
---------------------------------------------------------------------------------------------------------
* Fund commenced operations on September 30, 2013.
Returns shown above are calculated assuming reinvestment of all dividends and
distributions. Returns do not reflect the deduction of taxes that a shareholder
would pay on dividends or distributions or the redemption of shares from a
fund. Returns reflect fee waivers and/or reimbursements in effect for the
period; absent fee waivers and reimbursements, performance would have been
lower. Results represent past performance and do not indicate future results.
The value of an investment in the Fund and the return on investment both will
fluctuate and redemption proceeds may be higher or lower than a shareholder's
original cost. Performance of the Institutional Class Shares differs due to the
differences in expenses. Current performance may be lower or higher than that
shown here. Unlike the Fund's comparative benchmarks, the Fund's total returns
are reduced by its annual operating expenses. Please note that one cannot
invest directly in an unmanaged index.
--------------------------------------------------------------------------------
17
[RIVERPARK FUNDS LOGO] RiverPark Large Growth Fund
September 30, 2014
--------------------------------------------------------------------------------
Sector Weighting+
25.4% Information Technology
23.6% Consumer Discretionary
22.6% Financials
12.0% Energy
4.7% Materials
4.3% Time Deposit
4.0% Health Care
2.4% Telecommunication Services
1.0% Industrials
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
Description Shares Value (000)
--------------------------------------------------------------------------------
Schedule of Investments
Common Stock -- 95.5%**
Consumer Discretionary -- 23.6%
Discovery Communications, Cl C* 60,145 $ 2,242
Dollar Tree* 27,861 1,562
Dollarama^ 11,911 1,011
Las Vegas Sands 29,929 1,862
Melco Crown Entertainment ADR 34,900 918
Priceline Group* 1,937 2,244
Starbucks 20,093 1,516
Ulta Salon Cosmetics & Fragrance* 8,786 1,038
Walt Disney 19,467 1,733
Wynn Resorts 9,274 1,735
------
15,861
------
Energy -- 12.0%
Cabot Oil & Gas, Cl A 53,900 1,762
EOG Resources 13,056 1,293
National Oilwell Varco 16,160 1,230
Schlumberger 14,780 1,503
Southwestern Energy* 64,958 2,270
------
8,058
------
Financials -- 22.6%
American Express 17,246 1,510
American Tower REIT, Cl A 17,411 1,630
Charles Schwab 53,096 1,561
CME Group, Cl A 20,162 1,612
KKR & Co., LP (a) 52,234 1,165
Realogy Holdings* 81,092 3,016
TD Ameritrade Holding 45,113 1,505
The Blackstone Group LP (a) 100,792 3,173
------
15,172
------
Health Care -- 4.0%
Intuitive Surgical* 2,034 939
Perrigo 11,791 1,771
------
2,710
------
--------------------------------------------------------------------------------
Shares/Face
Description Amount (000) Value (000)
--------------------------------------------------------------------------------
Industrials -- 1.0%
Precision Castparts 2,816 $ 667
-------
Information Technology -- 25.3%
Alliance Data Systems* 6,186 1,536
Apple 20,940 2,110
eBay* 31,578 1,788
Equinix* 9,438 2,005
Google, Cl A* 2,783 1,638
Google, Cl C* 2,843 1,641
Mastercard, Cl A 24,900 1,840
QUALCOMM 17,965 1,343
Trimble Navigation* 41,104 1,254
Visa, Cl A 8,810 1,880
------
17,035
------
Materials -- 4.6%
Ecolab 5,560 638
Monsanto 17,096 1,924
Praxair 4,388 566
------
3,128
------
Telecommunication Services -- 2.4%
SBA Communications, Cl A* 14,576 1,617
------
Total Common Stock
(Cost $54,822) (000) 64,248
======
Time Deposit -- 4.3%
Brown Brothers Harriman,
0.030%, 10/01/14
(Cost $2,870) (000) $ 2,870 2,870
------
Total Investments -- 99.8%
(Cost $57,692) (000) $67,118
=======
As of September 30, 2014, all of the Fund's investments were considered Level 1
in accordance with the authoritative guidance on fair value measurements and
disclosure under GAAP. The Fund had transfers of Time Deposits from Level 2 to
Level 1 in the amount of $2,870 due to the liquid nature of this type of
investment and presence of unadjusted quoted prices in active markets. Please
see Note 2 in Notes to Financial Statements for further information regarding
fair value measurements.
Percentages are based on Net Assets of $67,247 (000).
* Non-income producing security.
** More narrow industries are utilized for compliance purposes, whereas broad
sectors are utilized for reporting purposes.
^ Traded in Canadian Dollar.
(a) Security considered Master Limited Partnerships. At September 30, 2014,
these securities amounted to $4,338 (000) or 6.5% of Net Assets.
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.
--------------------------------------------------------------------------------
18
[RIVERPARK FUNDS LOGO] RiverPark/Wedgewood Fund
September 30, 2014
--------------------------------------------------------------------------------
Sector Weighting+
33.2% Information Technology
14.1% Health Care
13.3% Financials
11.4% Consumer Discretionary
10.8% Industrials
7.9% Time Deposit
6.2% Energy
3.1% Consumer Staples
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
Description Shares Value (000)
--------------------------------------------------------------------------------
Schedule of Investments
Common Stock -- 92.0%**
Consumer Discretionary -- 11.4%
Coach 2,466,000 $ 87,814
LKQ* 2,283,000 60,705
Priceline Group* 59,000 68,356
----------
216,875
----------
Consumer Staples -- 3.1%
Mead Johnson Nutrition, Cl A 615,000 59,175
----------
Energy -- 6.2%
National Oilwell Varco 696,000 52,966
Schlumberger 637,000 64,776
----------
117,742
----------
Financials -- 13.3%
Berkshire Hathaway, Cl B* 1,181,000 163,143
M&T Bank 743,000 91,605
----------
254,748
----------
Health Care -- 14.1%
Express Scripts Holding* 1,747,000 123,391
Perrigo 541,000 81,253
Varian Medical Systems* 810,000 64,897
----------
269,541
----------
Industrials -- 10.8%
Cummins 426,000 56,224
NOW* 135,750 4,128
Stericycle* 722,000 84,156
Verisk Analytics, Cl A* 1,000,000 60,890
-------
205,398
-------
Information Technology -- 33.1%
Apple 1,279,000 128,859
Cognizant Technology
Solutions, Cl A* 2,627,000 117,611
EMC 4,016,000 117,508
Google, Cl A* 54,000 31,774
Google, Cl C* 54,000 31,178
QUALCOMM 1,936,000 144,755
--------------------------------------------------------------------------------
Shares/Face
Description Amount (000) Value (000)
--------------------------------------------------------------------------------
Visa, Cl A 287,000 $ 61,237
----------
632,922
----------
Total Common Stock
(Cost $1,493,422) (000) 1,756,401
----------
Time Deposit -- 7.9%
Brown Brothers Harriman,
0.030%, 10/01/14
(Cost $151,618) (000) $ 151,618 151,618
----------
Total Investments -- 99.9%
(Cost $1,645,040) (000) $1,908,019
==========
As of September 30, 2014, all of the Fund's investments were considered Level 1
in accordance with the authoritative guidance on fair value measurements and
disclosure under GAAP. The Fund had transfers of Time Deposits from Level 2 to
Level 1 in the amount of $151,618 due to the liquid nature of this type of
investment and presence of unadjusted quoted prices in active markets. Please
see Note 2 in Notes to Financial Statements for further information regarding
fair value measurements.
Percentages are based on Net Assets of $1,909,932 (000).
* Non-income producing security.
** More narrow industries are utilized for compliance purposes, whereas broad
sectors are utilized for reporting purposes.
Cl -- Class
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
19
[RIVERPARK FUNDS LOGO] RiverPark Short Term High Yield Fund
September 30, 2014
--------------------------------------------------------------------------------
Sector Weighting+
86.6% Corporate Obligations
7.5% Bank Loan Obligations
3.0% Preferred Stock
2.9% Time Deposit
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
Face Amount
Description (000) Value (000)
--------------------------------------------------------------------------------
Schedule of Investments
Corporate Obligations -- 86.9%
Consumer Discretionary -- 31.6%
American Achievement
10.875%, 04/15/16 (a) $ 14,365 $ 14,257
Brightstar
9.500%, 12/01/16 (a) 32,961 35,062
Burger King
9.875%, 10/15/18 6,680 7,047
Ceridian
8.875%, 07/15/19 (a) 16,085 17,875
8.125%, 11/15/17 (a) 12,430 12,477
DineEquity
9.500%, 10/30/18 28,030 29,537
Express
8.750%, 03/01/18 41,695 43,571
JC Penney
6.875%, 10/15/15 10,658 11,377
Jeld-Wen
12.250%, 10/15/17 (a) 7,000 7,464
Lin Television
8.375%, 04/15/18 13,108 13,657
Pegasus Solutions PIK
6.000%, 04/15/14 (a) (b) 12,562 11,683
Sinclair Television Group
8.375%, 10/15/18 7,500 7,828
Stoneridge
9.500%, 10/15/17 (a) 25,210 26,597
Travelport
13.875%, 03/01/16 (a) 14,602 14,602
11.875%, 09/01/16 33,410 33,410
---------
286,444
---------
Consumer Staples -- 9.1%
Pesquera Inca SAC
9.000%, 02/10/17 (a) 1,750 1,732
Rite Aid
10.250%, 10/15/19 14,246 14,994
Simmons Foods
10.500%, 11/01/17 (a) 39,946 42,443
US Foods
8.500%, 06/30/19 22,214 23,575
---------
82,744
---------
--------------------------------------------------------------------------------
Face Amount
Description (000) Value (000)
--------------------------------------------------------------------------------
Energy -- 2.9%
Drill Rigs Holdings
6.500%, 10/01/17 (a) $ 1,205 $ 1,205
Sabine Pass LNG
7.500%, 11/30/16 11,355 12,094
Westmoreland Coal
10.750%, 02/01/18 12,697 13,364
---------
26,663
---------
Financials -- 3.6%
CBRE Services
6.625%, 10/15/20 9,285 9,785
Nuveen Investments
9.125%, 10/15/17 (a) 21,361 22,963
---------
32,748
---------
Health Care -- 3.7%
HealthSouth
7.250%, 10/01/18 8,528 8,837
Symbion
8.000%, 06/15/16 6,339 6,577
Valeant Pharmaceuticals
International
6.750%, 10/01/17 (a) 17,030 17,629
---------
33,043
---------
Industrials -- 4.6%
Alliant Techsystems
6.875%, 09/15/20 2,743 2,962
Hyva Global
8.625%, 03/24/16 (a) 11,884 12,181
Interface
7.625%, 12/01/18 7,765 8,114
Mueller Water Products
7.375%, 06/01/17 2,316 2,365
SITEL
11.000%, 08/01/17 (a) 5,483 5,702
VWR Funding
7.250%, 09/15/17 9,613 10,046
---------
41,370
---------
Information Technology -- 2.8%
Amkor Technology
7.375%, 05/01/18 10,000 10,425
Proquest
9.000%, 10/15/18 (a) 14,100 14,812
---------
25,237
---------
Materials -- 20.2%
American Piping Products
12.875%, 11/15/17 (a) 3,875 4,243
APERAM
7.375%, 04/01/16 (a) 64,917 66,114
Beverage Packaging Holdings
Luxembourg II
5.625%, 12/15/16 (a) 17,110 17,025
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
20
[RIVERPARK FUNDS LOGO] RiverPark Short Term High Yield Fund
September 30, 2014
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Face Amount
Description (000)/Shares Value (000)
--------------------------------------------------------------------------------
Celanese US Holdings
6.625%, 10/15/18 $ 10,048 $ 10,392
Essar Steel Algoma
9.375%, 03/15/15 (a) 19,317 19,341
Hexion US Finance
8.875%, 02/01/18 947 967
Optima Specialty Steel
12.500%, 12/15/16 (a) 25,315 27,246
Packaging Dynamics
8.750%, 02/01/16 (a) 19,349 19,688
Tembec Industries
11.250%, 12/15/18 6,967 7,512
Vertellus Specialties
9.375%, 10/01/15 (a) 10,020 10,070
----------
182,598
----------
Telecommunication Services -- 8.2%
MetroPCS Wireless
7.875%, 09/01/18 24,792 25,781
Telesat Canada
6.000%, 05/15/17 (a) 31,073 31,826
Virgin Media Finance
8.375%, 10/15/19 16,001 16,753
----------
74,360
----------
Utilities -- 0.2%
CMS Energy
4.250%, 09/30/15 1,334 1,379
----------
Total Corporate Obligations
(Cost $790,218) (000) 786,586
----------
Preferred Stock -- 3.0%
Continental Fin Trust II
6.000%, 11/15/30
(Cost $26,925) (000) 534 26,926
----------
Bank Loan Obligations -- 7.5%
Armored Autogroup
6.000%, 11/05/16 10,194 10,079
Energy Future Holdings
4.250%, 06/19/16 9,500 9,447
Lee Enterprises
7.250%, 03/31/19 17,326 17,283
Momentive Performance Materials
4.000%, 04/15/15 1,000 998
--------------------------------------------------------------------------------
Face Amount
Description (000) Value (000)
--------------------------------------------------------------------------------
Radio One
7.500%, 03/31/16 $ 30,104 $ 30,443
---------
Total Bank Loan Obligations
(Cost $68,955) (000) 68,250
---------
Time Deposit -- 2.9%
Brown Brothers Harriman,
0.030%, 10/01/14
(Cost $26,527) (000) 26,527 26,527
---------
Total Investments -- 100.3%
(Cost $912,625) (000) $ 908,289
=========
The following is a list of the level of inputs used as of September 30, 2014,
in valuing the Fund's investments carried at value (000), in accordance with
the authoritative guidance on fair value measurements and disclosure under
GAAP:
Investments in Securities Level 1 Level 2 Level 3 Total
--------------------------------------------
Corporate Obligations $ -- $786,586 $ -- $786,586
Preferred Stock 26,926 -- -- 26,926
Bank Loan Obligations -- 68,250 -- 68,250
Time Deposit 26,527 -- -- 26,527
-------- -------- ------- --------
Total Investments in Securities $53,453 $854,836 $ -- $908,289
======= ======== ======= ========
The Fund had transfers of Time Deposits from Level 2 to Level 1 in the amount
of $26,527 due to the liquid nature of this type of investment and presence of
unadjusted quoted prices in active markets. Please see Note 2 in Notes to
Financial Statements for further information regarding fair value
measurements.
Percentages are based on Net Assets of $905,501 (000).
(a) Securities sold within terms of a private placement memorandum, exempt
from registration under Section 144A of the Securities Act of 1933, as
amended, and may be sold only to dealers in that program or other
"accredited investors." These securities have been determined to be liquid
under guidelines established by the Board of Trustees.
(b) Security in default on interest payments.
PIK -- Payment-in-Kind
Amounts designated as "--" are $0 or rounded to $0.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
21
[RIVERPARK FUNDS LOGO] RiverPark Long/Short Opportunity Fund
September 30, 2014
--------------------------------------------------------------------------------
Sector Weighting+
25.9% Financials
25.3% Consumer Discretionary
23.3% Information Technology
10.4% Energy
5.0% Time Deposit
4.3% Health Care
3.1% Materials
2.7% Telecommunication Services
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
Description Shares Value (000)
--------------------------------------------------------------------------------
Schedule of Investments
Common Stock -- 98.5%**
Consumer Discretionary -- 26.2%
Discovery Communications,
Cl C* (c) 109,293 $ 4,074
Dollar Tree* (b) (c) 35,611 1,997
Dollarama++ 38,737 3,286
Imax* (c) 92,523 2,541
Las Vegas Sands (b) (c) 49,988 3,110
Melco Crown Entertainment ADR 69,716 1,833
Priceline Group* (b) (c) 3,447 3,994
Rentrak* (c) 27,905 1,701
Starbucks (c) 42,729 3,224
Ulta Salon Cosmetics & Fragrance* 16,057 1,897
Walt Disney (b) (c) 19,145 1,704
Wynn Resorts (b) (c) 15,940 2,982
--------
32,343
--------
Energy -- 10.8%
Cabot Oil & Gas (b) (c) 103,849 3,395
EOG Resources 24,045 2,381
National Oilwell Varco (b) (c) 29,687 2,259
Schlumberger (b) (c) 23,771 2,417
Southwestern Energy* (b) (c) 80,176 2,802
--------
13,254
--------
Financials -- 26.8%
American Express (c) 35,339 3,093
American Tower REIT, Cl A (b) (c) 32,989 3,089
Charles Schwab (c) 111,401 3,274
CME Group, Cl A (b) (c) 30,706 2,455
KKR & Co., LP (a) (c) 120,012 2,676
Realogy Holdings* (c) 189,541 7,051
TD Ameritrade Holding (c) 91,378 3,050
The Blackstone Group LP (a) (c) 267,602 8,424
--------
33,112
--------
Health Care -- 4.5%
Intuitive Surgical* (c) 4,491 2,074
Perrigo 23,296 3,499
--------
5,573
--------
--------------------------------------------------------------------------------
Shares/Face
Description Amount (000) Value (000)
--------------------------------------------------------------------------------
Information Technology -- 24.2%
Alliance Data Systems* (b) (c) 10,098 $ 2,507
Apple (b) (c) 33,427 3,368
eBay* (b) (c) 32,321 1,830
Equinix* (c) 17,128 3,639
Google, Cl A* (b) (c) 5,089 2,995
Google, Cl C* (b) (c) 5,164 2,982
Mastercard, Cl A (b) (c) 29,973 2,216
QUALCOMM (b) (c) 30,244 2,261
Trimble Navigation* (c) 78,497 2,394
Visa, Cl A (b) (c) 16,200 3,456
WebMD Health* 53,261 2,227
---------
29,875
---------
Materials -- 3.2%
Monsanto (c) 35,313 3,973
---------
Telecommunication Services -- 2.8%
SBA Communications, Cl A* (b) (c) 31,025 3,441
---------
Total Common Stock
(Cost $103,140) (000) 121,571
---------
Time Deposit -- 5.1%
Brown Brothers Harriman,
0.030%, 10/01/14
(Cost $6,362) (000) $ 6,362 6,362
---------
Total Investments -- 103.6%
(Cost $109,502) (000) $ 127,933
=========
Schedule of Securities Sold Short
Common Stock -- (43.8)%
Consumer Discretionary -- (15.6)%
Abercrombie & Fitch, Cl A (28,912) $ (1,051)
Apollo Education Group, Cl A* (57,662) (1,450)
Best Buy (58,176) (1,954)
Crocs* (68,794) (866)
DeVry Education Group (22,001) (942)
Dick's Sporting Goods (23,390) (1,026)
GameStop, Cl A (14,644) (603)
Gannett (25,275) (750)
Gap (13,590) (567)
Guess? (26,266) (577)
Hibbett Sports* (14,295) (609)
K12* (70,742) (1,129)
Kohl's (21,289) (1,299)
Potbelly* (51,515) (600)
Six Flags Entertainment (32,413) (1,115)
Sony ADR (66,578) (1,201)
Staples (50,156) (607)
Strayer Education* (15,536) (930)
Target (20,733) (1,300)
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
22
[RIVERPARK FUNDS LOGO] RiverPark Long/Short Opportunity Fund
September 30, 2014
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Description Shares Value (000)
--------------------------------------------------------------------------------
Thomson Reuters (18,918) $ (689)
---------
(19,265)
---------
Consumer Staples -- (1.0)%
Coca-Cola (30,107) (1,284)
---------
Financials -- (2.6)%
Green Dot, Cl A* (85,331) (1,804)
Iron Mountain REIT (43,804) (1,430)
---------
(3,234)
---------
Health Care -- (0.9)%
Cerner* (18,078) (1,077)
---------
Industrials -- (1.3)%
Nielsen (21,842) (968)
Pitney Bowes (27,345) (684)
---------
(1,652)
---------
Information Technology -- (17.8)%
Activision Blizzard (29,633) (616)
Akamai Technologies* (10,333) (618)
BlackBerry* (100,067) (995)
Corning (60,345) (1,167)
Criteo ADR* (23,206) (781)
Electronic Arts* (25,020) (891)
Flextronics International* (116,420) (1,201)
Hewlett-Packard (42,336) (1,502)
Intel (18,232) (635)
International Business Machines (6,544) (1,242)
j2 Global (23,487) (1,160)
Juniper Networks (55,719) (1,234)
Lexmark International, Cl A (22,858) (971)
Linear Technology (14,023) (623)
NetSuite* (4,240) (380)
NVIDIA (59,640) (1,100)
salesforce.com inc* (6,194) (356)
Sapient* (44,579) (624)
ServiceNow* (5,940) (349)
Splunk* (6,369) (353)
Tableau Software, Cl A* (5,345) (388)
Teradata* (10,385) (435)
Trulia* (22,705) (1,110)
Vistaprint* (26,853) (1,471)
Western Union (91,621) (1,470)
Workday, Cl A* (3,997) (330)
---------
(22,002)
---------
Materials -- (1.0)%
Glencore+ (211,906) (1,179)
---------
Telecommunication Services -- (3.6)%
AT&T (45,089) (1,589)
CenturyLink (19,540) (799)
Cogent Communications Holdings (29,897) (1,005)
--------------------------------------------------------------------------------
Shares/
Description Contracts Value (000)
--------------------------------------------------------------------------------
Verizon Communications (21,163) $ (1,058)
-----------
(4,451)
-----------
Total Common Stock
(Proceeds $51,969) (000) (54,144)
-----------
Total Securities Sold Short
(Proceeds $51,969) (000) $(54,144)
===========
Schedule of Open Options Purchased
Purchased Options -- 1.6%*#
Amazon.com, Put Option
Expires 01/17/15, Strike Price $300 61 $ 65
Apple, Call Option
Expires 10/18/14, Strike Price $86.43 336 485
Las Vegas Sands, Call Option
Expires 01/15/16, Strike Price $77.50 406 110
Netflix.com, Put Option
Expires 01/17/15, Strike Price $300 50 4
S&P 500 Index, Put Option
Expires 06/19/15, Strike Price $1,925 123 1,178
Wynn Resorts, Call Option
Expires 01/15/16, Strike Price $220 138 120
Zillow, Put Option
Expires 01/17/15, Strike Price $90 96 35
-----------
Total Purchased Options
(Cost $1,844) (000) $ 1,997
===========
Schedule of Open Options Written
Written Options -- (1.3)%*#
Amazon.com, Put Option
Expires 01/17/15, Strike Price $225 (61) $ (7)
Apple, Call Option
Expires 10/18/14, Strike Price $94.29 (336) (227)
Las Vegas Sands, Put Option
Expires 01/15/16, Strike Price $50 (203) (74)
Melco Crown Entertainment,
Put Option
Expires 01/15/16, Strike Price $22.66 (238) (71)
Netflix.com, Put Option
Expires 01/17/15, Strike Price $225 (50) (1)
S&P 500 Index, Call Option
Expires 06/19/15, Strike Price $2,000 (41) (312)
S&P 500 Index, Put Option
Expires 06/19/15, Strike Price $1,825 (123) (809)
Wynn Resorts, Put Option
Expires 01/15/16, Strike Price $150 (69) (57)
Zillow, Call Option
Expires 01/17/15, Strike Price $150 (96) (29)
-----------
Total Written Options
(Premiums Received $1,477) (000) $ (1,587)
===========
# See Note 2 in Notes to Financial Statements for additional information.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
23
[RIVERPARK FUNDS LOGO] RiverPark Long/Short Opportunity Fund
September 30, 2014
--------------------------------------------------------------------------------
The following is a list of the level of inputs used as of September 30, 2014, in
valuing the Fund's investments, liabilities and other financial instruments
carried at value (000), in accordance with the authoritative guidance on fair
value measurements and disclosure under GAAP:
Investments in Securities Level 1 Level 2 Level 3 Total
--------------------------------------------
Common Stock $121,571 $ -- $ -- $ 121,571
Time Deposit 6,362 -- -- 6,362
-------- -------- -------- ---------
Total Investments in Securities $127,933 $ -- $ -- $ 127,933
======== ======== ======== =========
Securities Sold Short Level 1 Level 2 Level 3 Total
--------------------------------------------
Common Stock $(54,144) $ -- $ -- $(54,144)
-------- -------- -------- ---------
Total Securities Sold Short $(54,144) $ -- $ -- $(54,144)
======== ======== ======== =========
Other Financial Instruments Level 1 Level 2 Level 3 Total
--------------------------------------------
Purchased Options $ 1,997 $ -- $ -- $ 1,997
Written Options (1,587) -- -- (1,587)
Total Return Swaps^ -- -- -- --
-------- -------- -------- ---------
Total Other Financial Instruments $ 410 $ -- $ -- $ 410
======== ======== ======== =========
^ As of September 30, 2014, the swaps are considered Level 2. See Note 2 in
Notes to Financial Statements for additional information.
The Fund had transfers of Time Deposits from Level 2 to Level 1 in the
amount of $6,362 due to the liquid nature of this type of investment
and presence of unadjusted quoted prices in active markets. 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.
--------------------------------------------------------------------------------
24
[RIVERPARK FUNDS LOGO] RiverPark Long/Short Opportunity Fund
September 30, 2014
--------------------------------------------------------------------------------
A list of open swap agreements held by the Fund at September 30, 2014 was as
follows:
------------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN SWAPS
------------------------------------------------------------------------------------------------------------------------------------
Net Unrealized
Notional Appreciation
Reference Entity/ Fund Termination Amount (Depreciation)
Counterparty Obligation Fund Pays Receives Date Contracts (000) (000)
------------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs
International Alliance Data Systems Fed Funds 1-Day - 0.45% Total Return 09/11/15 1,288 320 $ --
Goldman Sachs
International American Tower REIT Fed Funds 1-Day - 0.45% Total Return 10/14/14 5,354 501 --
Goldman Sachs
International Apple Fed Funds 1-Day - 0.45% Total Return 07/21/15 4,501 453 --
Goldman Sachs
International Cabot Oil & Gas Fed Funds 1-Day - 0.45% Total Return 10/14/14 8,601 282 --
Goldman Sachs
International CME Group Fed Funds 1-Day - 0.45% Total Return 10/14/14 7,191 575 --
Goldman Sachs
International Dollar Tree Fed Funds 1-Day - 0.45% Total Return 09/16/15 22,229 1,246 --
Goldman Sachs
International eBay Fed Funds 1-Day - 0.45% Total Return 06/12/15 25,000 1,416 --
Goldman Sachs
International Google Fed Funds 1-Day - 0.45% Total Return 09/10/15 809 471 --
Goldman Sachs
International Las Vegas Sands Fed Funds 1-Day - 0.45% Total Return 09/10/15 4,345 270 --
Goldman Sachs
International Mastercard Fed Funds 1-Day - 0.45% Total Return 09/03/15 19,358 1,431 --
Goldman Sachs
International National Oilwell Varco Fed Funds 1-Day - 0.45% Total Return 06/05/15 422 32 --
Goldman Sachs
International Priceline Group Fed Funds 1-Day - 0.45% Total Return 06/04/15 66 76 --
Goldman Sachs
International QUALCOMM Fed Funds 1-Day - 0.45% Total Return 11/14/14 2,775 207 --
Goldman Sachs
International SBA Communications Fed Funds 1-Day - 0.45% Total Return 10/14/14 842 93 --
Goldman Sachs
International Schlumberger Fed Funds 1-Day - 0.45% Total Return 09/03/15 3,372 343 --
Goldman Sachs
International Southwestern Energy Fed Funds 1-Day - 0.45% Total Return 06/12/15 54,587 1,908 --
Goldman Sachs
International Visa Fed Funds 1-Day - 0.45% Total Return 06/04/15 1,386 296 --
Goldman Sachs
International Walt Disney Fed Funds 1-Day - 0.45% Total Return 07/21/15 22,528 2,006 --
Goldman Sachs
International Wynn Resorts Fed Funds 1-Day - 0.45% Total Return 09/10/15 2,556 478 --
------
$ --
======
Percentages are based on Net Assets of $123,470 (000).
* Non-income producing security.
** More narrow industries are utilized for compliance purposes, whereas broad
sectors are utilized for reporting purposes.
+ Traded in British Pounds.
++ Traded in Canadian Dollar.
(a) Securities considered Master Limited Partnerships. At September 30, 2014,
these securities amounted to $11,100 or 9.0% of Net Assets.
(b) Underlying security for a total return swap.
(c) Some or all is pledged as collateral for securities sold short and open
options written in the total amount of $62,298 (000) (see Note 2 in Notes
to Financial Statements).
ADR -- American Depositary Receipt
Cl -- Class
LP -- Limited Partnership
REIT -- Real Estate Investment Trust
Amounts designated as "-- " are $0 or rounded to $0.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
25
[RIVERPARK FUNDS LOGO] RiverPark/Gargoyle Hedged Value Fund
September 30, 2014
--------------------------------------------------------------------------------
Sector Weighting+
18.8% Information Technology
15.4% Financials
15.1% Consumer Discretionary
13.2% Health Care
9.7% Energy
7.8% Industrials
6.8% Materials
6.5 Consumer Staples
6.5% Telecommunication Services
0.2% Time Deposit
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
Description Shares Value (000)
--------------------------------------------------------------------------------
Schedule of Investments
Common Stock -- 100.7%
Consumer Discretionary -- 15.3%
AMC Networks, Cl A* (a) 7,200 $ 421
Apollo Education Group, Cl A* (a) 14,110 355
Best Buy (a) 21,948 737
Dillard's, Cl A (a) 1,700 185
Ford Motor (a) 46,680 690
GameStop, Cl A (a) 8,500 350
General Motors (a) 20,100 642
Goodyear Tire & Rubber (a) 32,690 738
Groupon, Cl A* 143,000 955
International Game Technology (a) 52,603 887
Las Vegas Sands (a) 12,470 776
Liberty Global, Cl A* 9,610 409
Lions Gate Entertainment (a) 25,081 827
PulteGroup (a) 47,250 835
Staples (a) 58,295 706
Time Warner (a) 11,230 844
------
10,357
------
Consumer Staples -- 6.6%
Avon Products (a) 54,250 684
Ingredion (a) 11,710 887
Kroger (a) 1,600 83
Molson Coors Brewing, Cl B (a) 10,815 805
Pilgrim's Pride* (a) 40,080 1,225
Tyson Foods, Cl A (a) 19,015 749
------
4,433
------
Energy -- 9.8%
Apache (a) 5,970 560
Chesapeake Energy (a) 17,240 396
ConocoPhillips (a) 10,570 809
CVR Energy (a) 5,846 261
Denbury Resources (a) 34,113 513
HollyFrontier (a) 6,128 268
Marathon Oil 2,908 109
--------------------------------------------------------------------------------
Description Shares Value (000)
--------------------------------------------------------------------------------
Newfield Exploration* (a) 11,400 $ 423
Oil States International* (a) 13,465 833
SandRidge Energy* (a) 85,048 365
Superior Energy Services 6,800 224
Tesoro (a) 4,752 290
Valero Energy (a) 16,070 744
Western Refining (a) 16,530 694
World Fuel Services (a) 4,160 166
------
6,655
------
Financials -- 15.5%
American International Group (a) 15,210 822
Bank of New York Mellon (a) 9,318 361
Erie Indemnity, Cl A (a) 11,731 889
Genworth Financial, Cl A* (a) 36,050 472
Intercontinental Exchange (a) 4,490 876
Jones Lang LaSalle (a) 5,730 724
Legg Mason (a) 11,525 590
Leucadia National (a) 32,228 768
Morgan Stanley (a) 27,665 956
NASDAQ OMX Group (a) 6,704 284
Navient (a) 50,200 889
Ocwen Financial* (a) 25,640 671
PartnerRe (a) 8,310 913
Radian Group (a) 28,500 407
Reinsurance Group of America (a) 11,004 882
------
10,504
------
Health Care -- 13.3%
Actavis* (a) 3,450 833
Alere* (a) 16,776 650
Allscripts Healthcare Solutions* (a) 19,310 259
Amgen (a) 2,460 346
Edwards Lifesciences* 8,200 838
Eli Lilly (a) 5,633 365
Express Scripts Holding* (a) 12,155 858
Medtronic (a) 5,342 331
Mylan* (a) 10,550 480
Myriad Genetics* (a) 18,187 701
Perrigo (a) 6,020 904
Quest Diagnostics (a) 13,820 839
United Therapeutics* (a) 9,831 1,265
WellCare Health Plans* (a) 5,940 358
------
9,027
------
Industrials -- 7.8%
Alaska Air Group 3,400 148
Babcock & Wilcox (a) 19,800 548
Delta Air Lines (a) 22,107 799
Huntington Ingalls Industries (a) 8,500 886
Joy Global (a) 6,750 368
Manpowergroup (a) 11,050 775
Oshkosh (a) 2,655 117
Pentair (a) 13,270 869
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
26
[RIVERPARK FUNDS LOGO] RiverPark/Gargoyle Hedged Value Fund
September 30, 2014
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Description Shares Value (000)
--------------------------------------------------------------------------------
SPX (a) 8,430 $ 792
-------
5,302
-------
Information Technology -- 19.0%
AOL* (a) 9,696 436
Apple (a) 5,530 557
Brocade Communications
Systems (a) 79,180 861
Computer Sciences (a) 8,071 494
First Solar* (a) 12,914 850
Flextronics International* (a) 83,831 865
Hewlett-Packard (a) 23,950 850
IAC (a) 13,090 862
Itron* (a) 4,918 194
Juniper Networks 37,620 833
Lam Research (a) 12,680 947
Leidos Holdings (a) 3,689 127
Lexmark International, Cl A (a) 5,600 238
NCR* (a) 24,700 825
NVIDIA (a) 21,000 387
ON Semiconductor* 45,500 407
Oracle (a) 12,200 467
Seagate Technology (a) 13,530 775
Sohu.com* (a) 3,604 181
Symantec (a) 9,902 233
VeriFone Systems* (a) 16,650 572
VeriSign* (a) 15,530 856
Vishay Intertechnology (a) 4,633 66
-------
12,883
-------
Materials -- 6.9%
Alcoa (a) 53,257 857
Ashland (a) 8,250 859
Axiall (a) 17,220 617
Freeport-McMoRan, Cl B 11,500 375
International Paper (a) 12,386 591
Newmont Mining (a) 27,141 626
Tronox, Cl A (a) 27,760 723
-------
4,648
-------
Telecommunication Services -- 6.5%
AT&T (a) 20,600 726
CenturyLink (a) 18,010 736
Frontier Communications (a) 142,970 931
Telephone & Data Systems (a) 26,326 631
United States Cellular* 15,502 550
Verizon Communications (a) 16,871 843
-------
4,417
-------
Total Common Stock
(Cost $59,886) (000) 68,226
-------
--------------------------------------------------------------------------------
Face Amount
(000)/
Description Contracts Value (000)
--------------------------------------------------------------------------------
Time Deposit -- 0.2%
Brown Brothers Harriman,
0.030%, 10/01/14
(Cost $133) (000) $ 133 $ 133
--------
Total Investments -- 100.9%
(Cost $60,019) (000) $ 68,359
========
Schedule of Open Options Written
Written Options -- (0.8)% *++
CBOE Russell 2000 Index,
Call Option
Expires 11/22/14, Strike Price $1,150 (47) $ (49)
Expires 11/22/14, Strike Price $1,140 (10) (14)
Expires 10/18/14, Strike Price $1,155 (10) (1)
Expires 10/18/14, Strike Price $1,125 (30) (23)
Expires 10/18/14, Strike Price $1,170 (28) (1)
Expires 10/18/14, Strike Price $1,130 (60) (35)
Expires 11/22/14, Strike Price $1,130 (45) (79)
Expires 10/18/14, Strike Price $1,180 (45) (2)
NASDAQ Euro Index, Call Option
Expires 10/18/14, Strike Price $4,100 (5) (15)
S&P 500 Index, Call Option
Expires 10/18/14, Strike Price $2,005 (96) (65)
Expires 10/18/14, Strike Price $1,995 (34) (36)
Expires 10/18/14, Strike Price $2,010 (41) (22)
Expires 10/18/14, Strike Price $2,000 (58) (49)
Expires 11/07/14, Strike Price $1,990 (12) (27)
Expires 10/24/14, Strike Price $1,990 (31) (51)
Expires 10/24/14, Strike Price $1,980 (15) (33)
Expires 10/24/14, Strike Price $2,020 (40) (22)
Expires 10/24/14, Strike Price $2,015 (57) (38)
-------
Total Written Options
(Premiums Received $1,153) (000) $ (562)
=======
++ See Note 2 in Notes to Financial Statements for additional information.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
27
[RIVERPARK FUNDS LOGO] RiverPark/Gargoyle Hedged Value Fund
September 30, 2014
--------------------------------------------------------------------------------
The following is a list of the level of inputs used as of September 30, 2014 in
valuing the Fund's investments and other financial instruments carried at value
(000), in accordance with the authoritative guidance on fair value measurements
and disclosure under GAAP:
Investments in Securities Level 1 Level 2 Level 3 Total
--------------------------------------------
Common Stock $68,226 $ -- $ -- $68,226
Time Deposit 133 -- -- 133
------- -------- ------- --------
Total Investments in Securities $68,359 $ -- $ -- $68,359
======= ======== ======= ========
Other Financial Instruments Level 1 Level 2 Level 3 Total
--------------------------------------------
Written Options $ (562) $ -- $ -- $ (562)
------- -------- ------- --------
Total Other Financial Instruments $ (562) $ -- $ -- $ (562)
======= ======== ======= ========
The Fund had transfers of Time Deposits from Level 2 to Level 1 in
the amount of $133 due to the liquid nature of this type of investment
and presence of unadjusted quoted prices in active markets. Please
see Note 2 in Notes to Financial Statements for further information
regarding fair value measurements.
Percentages are based on Net Assets of $67,757 (000).
* Non-income producing security.
(a) Some or all is pledged as collateral for open options written in the total
amount of $57,718 (000) (see Note 2 in Notes to Financial Statements).
CBOE -- Chicago Board Options Exchange
Cl -- Class
NASDAQ -- National Association of Securities Dealers Automated
Quotations
S&P -- Standard & Poor's
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
28
[RIVERPARK FUNDS LOGO] RiverPark Structural Alpha Fund
September 30, 2014
--------------------------------------------------------------------------------
Sector Weighting+
48.2% U.S. Treasury Obligations
47.8% Time Deposit
4.0% Commercial Paper
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
Face Amount
(000)/
Description Contracts Value (000)
--------------------------------------------------------------------------------
Schedule of Investments
U. S. Treasury Obligations -- 34.0%
U. S. Treasury Bills (a) (b)
0.025%, 10/23/14 $ 1,000 $ 1,000
0.015%, 11/20/14 1,000 1,000
0.010%, 12/11/14 1,000 1,000
--------
Total U.S. Treasury Obligations
(Cost $3,000) (000) 3,000
--------
Commercial Paper -- 2.8%
Ford Motor Credit
0.805%, 10/01/14 (a)
(Cost $250) (000) 250 250
--------
Time Deposit -- 33.7%
Brown Brothers Harriman,
0.030%, 10/01/14
(Cost $2,971) (000) 2,971 2,971
--------
Total Investments -- 70.5%
(Cost $6,221) (000) $ 6,221
========
Schedule of Open Options Purchased
Purchased Options -- 12.8%*++
S&P 500 Index, Call Option,
Expires 06/30/15, Strike Price $1,975 10 $ 92
Expires 12/20/14, Strike Price $1,625 12 413
Expires 01/17/15, Strike Price $1,850 10 143
Expires 12/31/14, Strike Price $1,850 12 168
Expires 12/31/14, Strike Price $2,050 15 23
Expires 03/31/15, Strike Price $1,850 10 157
S&P 500 Index, Put Option,
Expires 10/03/14, Strike Price $1,700 3 --
SPDR S&P 500 Index, Call Option,
Expires 03/20/15, Strike Price $188 100 136
--------
Total Purchased Options
(Cost $659) (000) $ 1,132
========
--------------------------------------------------------------------------------
Description Contracts Value (000)
--------------------------------------------------------------------------------
Schedule of Open Options Written
Written Options -- (5.8)% *++
S&P 500 Index, Call Option,
Expires 03/31/15, Strike Price $2,000 (10) $ (59)
Expires 10/18/14, Strike Price $2,040 (3) --
Expires 10/24/14, Strike Price $2,030 (3) (1)
Expires 01/17/15, Strike Price $2,000 (10) (40)
Expires 06/30/15, Strike Price $2,150 (10) (22)
Expires 12/20/14, Strike Price $1,825 (12) (190)
Expires 12/31/14, Strike Price $2,000 (12) (42)
Expires 10/03/14, Strike Price $2,040 (3) --
Expires 10/10/14, Strike Price $2,025 (5) (1)
Expires 10/31/14, Strike Price $2,005 (3) (4)
S&P 500 Index, Put Option,
Expires 10/10/14, Strike Price $1,945 (5) (6)
Expires 10/03/14, Strike Price $1,960 (3) (2)
Expires 10/24/14, Strike Price $1,950 (3) (6)
Expires 12/20/14, Strike Price $1,475 (6) (1)
Expires 10/18/14, Strike Price $1,960 (3) (6)
Expires 06/30/15, Strike Price $1,900 (5) (45)
Expires 12/31/14, Strike Price $1,700 (6) (6)
Expires 03/31/15, Strike Price $1,725 (5) (15)
Expires 10/31/14, Strike Price $1,925 (3) (6)
Expires 01/17/15, Strike Price $1,725 (5) (7)
SPDR S&P 500 Index, Call Option,
Expires 03/20/15, Strike Price $205 (100) (34)
SPDR S&P 500 Index, Put Option,
Expires 03/20/15, Strike Price $175 (50) (16)
--------
Total Written Options
(Premiums Received $513) (000) $ (509)
========
++ See Note 2 in Notes to Financial Statements for additional
information.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
29
[RIVERPARK FUNDS LOGO] RiverPark Structural Alpha Fund
September 30, 2014
--------------------------------------------------------------------------------
The open futures contracts held by the Fund at September 30, 2014 are as
follows:
Number of Unrealized
Contracts Expiration Appreciation
Counterparty Type of Contract Long (Short) Date (000)
-----------------------------------------------------------------------------------------------------------
Interactive Brokers LLC Russell 2000 Index E-MINI (5) Dec-2014 $ 23
Interactive Brokers LLC S&P 500 Index E-MINI (26) Dec-2014 29
-------
$ 52
========
See Note 2 in Notes to Financial Statements for more information
regarding futures collateral.
The following is a list of the level of inputs used as of September 30, 2014, in
valuing the Fund's investments and other financial instruments carried at value
(000), in accordance with the authoritative guidance on fair value measurement
and disclosure under GAAP:
Investments in Securities Level 1 Level 2 Level 3 Total
--------------------------------------------
U.S. Treasury Obligations $ 3,000 $ -- $ -- $3,000
Commercial Paper -- 250 -- 250
Time Deposit 2,971 -- -- 2,971
------- ------- ------- ------
Total Investments in Securities $ 5,971 $ 250 $ -- $6,221
======= ======= ======= ======
Other Financial Instruments Level 1 Level 2 Level 3 Total
--------------------------------------------
Purchased Options $ 1,132 $ -- $ -- $1,132
Written Options (509) -- -- (509)
Futures Contracts**
Unrealized Appreciation 52 -- -- 52
------- ------- ------- ------
Total Other Financial Instruments $ 675 $ -- $ -- $ 675
======= ======= ======= ======
** Futures contracts are valued at the unrealized appreciation on the
instrument. See Note 2 in Notes to Financial Statements for additional
information.
The Fund had transfers of Time Deposits and U.S. Treasury Obligations
from Level 2 to Level 1 in the amount of $5,971 due to the liquid nature
of these types of investments and presence of unadjusted quoted
prices in active markets. Please see Note 2 in Notes to Financial
Statements for further information regarding fair value measurements.
Percentages are based on Net Assets of $8,829 (000).
* Non-income producing security.
(a) Zero coupon security. The rate reported on the Schedule of Investments is
the effective yield at time of purchase.
(b) Pledged as collateral for open options contracts in the total amount of
$3,000 (000) (see Note 2 in Notes to Financial Statements).
S&P -- Standard & Poor's
SPDR -- Standard & Poor's Depositary Receipt
Amounts designated as "-- " are $0 or rounded to $0.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
30
[RIVERPARK FUNDS LOGO] RiverPark Strategic Income Fund
September 30, 2014
--------------------------------------------------------------------------------
Sector Weighting+
80.8% Corporate Obligations
7.7% Bank Loan Obligations
6.8% Time Deposit
4.0% Asset-Backed Securities
0.4% Preferred Stock
0.3% Convertible Bonds
0.0% Warrants
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
Face Amount
Description (000) Value (000)
--------------------------------------------------------------------------------
Schedule of Investments
Corporate Obligations -- 80.9%
Consumer Discretionary -- 16.5%
American Achievement
10.875%, 04/15/16 (a) $ 5,385 $ 5,344
American Media
11.500%, 12/15/17 4,278 4,535
Brightstar
9.500%, 12/01/16 (a) 8,077 8,592
Burger King
9.875%, 10/15/18 3,705 3,909
Cambium Learning Group
9.750%, 02/15/17 9,051 8,825
Ceridian
8.875%, 07/15/19 (a) 7,020 7,801
Checkers Drive-In Restaurants
11.000%, 12/01/17 (a) 4,400 4,840
Express
8.750%, 03/01/18 4,869 5,088
GRD Holdings III
10.750%, 06/01/19 (a) 3,820 4,231
HT Intermediate Holdings
12.000%, 05/15/19 (a) 5,799 6,016
LBI Media
10.000%, 04/15/19 (a) 14,410 15,130
Postmedia Network
12.500%, 07/15/18 9,563 10,113
--------
84,424
--------
Consumer Staples -- 9.3%
Carolina Beverage Group
10.625%, 08/01/18 (a) 4,118 4,273
Safeway
4.750%, 12/01/21 2,900 2,929
Simmons Foods
10.500%, 11/01/17 (a) 7,669 8,148
7.875%, 10/01/21 (a) 9,652 9,580
--------------------------------------------------------------------------------
Face Amount
Description (000) Value (000)
--------------------------------------------------------------------------------
Southern States Cooperative
10.000%, 08/15/21 (a) $ 9,461 $ 9,319
Tesco
2.000%, 12/05/14 (a) 7,500 7,518
US Foods
8.500%, 06/30/19 5,768 6,121
--------
47,888
--------
Energy -- 3.5%
Drill Rigs Holdings
6.500%, 10/01/17 (a) 490 490
Express Pipeline
7.390%, 12/31/17 (a) 1,609 1,733
Overseas Shiphldg Group
8.125%, 03/30/18 5,501 5,597
Sanjel
7.500%, 06/19/19 (a) 2,700 2,663
US Shale Solutions
12.500%, 09/01/17 (a) 6 5,621
Westmoreland Coal
10.750%, 02/01/18 1,684 1,772
--------
17,876
--------
Financials -- 7.4%
Fifth Street Finance
4.875%, 03/01/19 500 517
Hunt
9.625%, 03/01/21 (a) 14,665 15,325
Lender Processing Services
5.750%, 04/15/23 6,500 6,825
Nuveen Investments
9.125%, 10/15/17 (a) 11,084 11,916
Toll Road Investors Partnership
4.691%, 02/15/45 (a) (b) 2,045 414
Toll Road Investors Partnership II
6.315%, 02/15/25 (a) (b) 5,700 2,945
--------
37,942
--------
Health Care -- 3.5%
Allegran
3.375%, 09/15/20 5,000 4,965
Prospect Medical Holdings
8.375%, 05/01/19 (a) 10,840 11,694
Symbion
8.000%, 06/15/16 1,363 1,414
--------
18,073
--------
Industrials -- 16.3%
Acuity Brands Lighting
6.000%, 12/15/19 1,000 1,113
Alliant Techsystems
6.875%, 09/15/20 1,475 1,593
Continental Airlines, Ser 1999-2
6.236%, 03/15/20 724 774
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
31
[RIVERPARK FUNDS LOGO] RiverPark Strategic Income Fund
September 30, 2014
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Face Amount
Description (000) Value (000)
--------------------------------------------------------------------------------
Continental Airlines,
Ser 2000-2, Cl A1
7.707%, 04/02/21 $ 4,700 $ 5,293
Continental Airlines Pass-Through
Trust, Ser 2007-1, Cl A
5.983%, 04/19/22 211 234
Dispensing Dynamics International
12.500%, 01/01/18 (a) 13,377 14,514
Hyva Global BV
8.625%, 03/24/16 (a) 6,553 6,717
Interface
7.625%, 12/01/18 4,306 4,500
Jac Holding
11.500%, 10/01/19 (a) 1,945 1,999
Mueller Water Products
7.375%, 06/01/17 1,031 1,053
Northwest Airlines Pass-Through
Trust, Ser 2007-1, Cl A
7.027%, 11/01/19 2,865 3,284
PaperWorks Industries
9.500%, 08/15/19 (a) 3,500 3,574
Quad
7.000%, 05/01/22 (a) 9,240 8,974
SITEL
11.000%, 08/01/17 (a) 677 704
Tempel Steel
12.000%, 08/15/16 (a) 6,694 6,727
URS
5.000%, 04/01/22 18,042 18,314
VV Holding
6.980%, 07/10/19 (a) (c) (e) 5,000 775
VWR Funding
7.250%, 09/15/17 3,024 3,160
--------
83,302
--------
Information Technology -- 3.5%
Fidelity National Information
Services
5.000%, 03/15/22 3,925 4,141
Fiserv
3.500%, 10/01/22 3,275 3,292
Leidos
7.125%, 07/01/32 9,333 10,334
--------
17,767
--------
Materials -- 15.9%
American Piping Products
12.875%, 11/15/17 (a) 4,150 4,544
Beverage Packaging Holdings
Luxembourg II
5.625%, 12/15/16 (a) 8,424 8,382
Celanese US Holdings
6.625%, 10/15/18 5,574 5,765
--------------------------------------------------------------------------------
Face Amount
Description (000) Value (000)
--------------------------------------------------------------------------------
Essar Steel Algoma
9.375%, 03/15/15 (a) $ 10,558 $ 10,571
Hardwoods Acquisition
7.500%, 08/01/21 (a) 8,755 8,668
Hexion US Finance
8.875%, 02/01/18 528 539
Lansing Trade Group
9.250%, 02/15/19 (a) 6,620 6,603
Optima Specialty Steel
12.500%, 12/15/16 (a) 7,890 8,492
Packaging Dynamics
8.750%, 02/01/16 (a) 1,777 1,808
Tembec Industries
11.250%, 12/15/18 8,505 9,171
Verso Paper Holdings
11.750%, 01/15/19 11,389 11,503
Vertellus Specialties
9.375%, 10/01/15 (a) 5,305 5,332
--------
81,378
--------
Telecommunication Services -- 4.4%
Avanti Communications Group
10.000%, 10/01/19 (a) 4,500 4,500
Goodman Networks
12.125%, 07/01/18 7,674 8,154
Qwest
7.500%, 10/01/14 2,038 2,038
Telesat Canada
6.000%, 05/15/17 (a) 7,924 8,116
--------
22,808
--------
Utilities -- 0.6%
RJS Power Holdings
5.125%, 07/15/19 (a) 3,000 2,985
--------
Total Corporate Obligations
(Cost $417,753) (000) 414,443
--------
Asset-Backed Securities -- 4.0%
Other Asset-Backed Securities -- 4.0%
Applebee's, Ser 2014-1, Cl A2
4.277%, 09/05/44 (a) 2,500 2,480
Countrywide Asset-Backed
Certificates, Ser 2006-SPS1, Cl A
0.375%, 12/25/25 (c) 196 505
Countrywide Asset-Backed
Certificates, Ser 2006-SPS2, Cl A
0.475%, 05/25/26 (c) 490 998
Master Asset Vehicle II,
Ser 2009-2U, Cl A1
0.000%, 07/15/56 (c) 17,829 16,581
--------
Total Asset-Backed Securities
(Cost $20,247) (000) 20,564
--------
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
32
[RIVERPARK FUNDS LOGO] RiverPark Strategic Income Fund
September 30, 2014
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Shares/
Face Amount
(000)/
Number of
Description Warrants Value (000)
--------------------------------------------------------------------------------
Preferred Stock -- 0.4%
Equity Commonwealth REIT
7.500%, 11/15/19
(Cost $1,855) (000) 89 $ 1,812
---------
Convertible Bond -- 0.3%
TeleCommunication Systems
7.750%, 06/30/18
(Cost $1,540) (000) $ 1,561 1,538
---------
Warrants -- 0.0%
Lee Enterprises*
(Cost $--) (000) 96,200 135
---------
Bank Loan Obligations -- 7.8%
Armored Autogroup
6.000%, 11/05/16 3,183 3,148
Charlotte Russe
6.750%, 05/22/19 2,992 2,955
Eastman Kodak
10.750%, 09/03/20 1,600 1,611
Hampton Rubber
9.000%, 03/27/22 9,787 9,640
Lee Enterprises
12.000%, 12/15/22 2,405 2,579
7.250%, 03/31/19 3,809 3,800
Marsico Holdings
10.928%, 12/31/22 (b) (d) 7,932 2,796
5.188%, 12/31/22 8,344 2,941
Maueser-Werke
8.250%, 07/31/22 6,825 6,745
Radio One
7.500%, 03/31/16 3,461 3,500
---------
Total Bank Loan Obligations
(Cost $40,612) (000) 39,715
---------
Time Deposit -- 6.9%
Brown Brothers Harriman,
0.030%, 10/01/14
(Cost $35,102) (000) 35,102 35,102
---------
Total Investments -- 100.3%
(Cost $517,109) (000) $ 513,309
==========
A list of the open forward foreign currency contracts held by the Fund
at September 30, 2014 is as follows++:
Currency Currency Unrealized
to Deliver to Receive Appreciation
Counterparty Settlement Date (000) (000) (000)
----------------------------------------------------------------------------------------
Brown Brothers
Harriman 10/10/14 NOK 5,000 USD 787 $ 9
=====
++ See Note 2 in Notes to Financial Statements for additional information.
The following is a list of the level of inputs used as of September 30, 2014, in
valuing the Fund's investments and other financial instruments carried at value
(000), in accordance with the authoritative guidance on fair value measurements
and disclosure under GAAP:
Investments in Securities Level 1 Level 2 Level 3 Total
--------------------------------------------
Corporate Obligations $ -- $414,443 $ -- $414,443
Asset-Backed Securities -- 20,564 -- 20,564
Preferred Stock -- 1,812 -- 1,812
Convertible Bond -- 1,538 -- 1,538
Warrants -- 135 -- 135
Bank Loan Obligations -- 39,715 -- 39,715
Time Deposits 35,102 -- -- 35,102
------- -------- ------- --------
Total Investments in Securities $ 35,102 $478,207 $ -- $513,309
======== ======== ======= ========
Other Financial Instruments Level 1 Level 2 Level 3 Total
--------------------------------------------
Forward Contracts **
Unrealized Appreciation $ -- $ 9 $ -- $ 9
------- ------- ------- -------
Total Other Financial Instruments $ -- $ 9 $ -- $ 9
======= ======= ======= =======
** Forward contracts are valued at the unrealized appreciation on the
instrument. See Note 2 in Notes to Financial Statements for additional
information.
The Fund had transfers of Time Deposits from Level 2 to Level 1 in the amount of
$35,102 due to the liquid nature of this type of investment and presence of
unadjusted quoted prices in active markets. Please see Note 2 in Notes to
Financial Statements for further information regarding fair value measurements.
Percentages are based on Net Assets of $511,956 (000).
* Non-income producing security.
(a) Securities sold within terms of a private placement memorandum, exempt
from registration under Section 144A of the Securities Act of 1933, as
amended, and may be sold only to dealers in that program or other
"accredited investors." These securities have been determined to be liquid
under guidelines established by the Board of Trustees.
(b) Zero coupon security. The rate reported on the Schedule of Investments is
the effective yield at time of purchase.
(c) Variable rate security - Rate disclosed is the rate in effect on September
30, 2014.
(d) Unsettled bank loan. Interest rate not available as of September 30, 2014.
(e) Face amount is presented in Norwegian Krone.
Cl - Class
NOK - Norwegian Krone
REIT - Real Estate Investment Trust
Ser - Series
USD - United States Dollar
Amounts designated as "--" are $0 or rounded to $0.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
33
Statements of Assets and Liabilities (000) [RIVERPARK FUNDS LOGO]
September 30, 2014
--------------------------------------------------------------------------------
RiverPark
RiverPark RiverPark/ RiverPark Long/Short
Large Wedgewood Short Term Opportunity
Growth Fund Fund High Yield Fund Fund
------------------------------------------------------------------------------------------------------------------------------------
Assets:
Investments in Securities, at Value (Note 2) $ 67,118 $ 1,908,019 $ 908,289 $ 127,933
Purchased Options, at Value -- -- -- 1,997
Deposits with Brokers for Securities Sold Short -- -- -- 49,388
Receivable for Capital Shares Sold 296 4,381 3,145 287
Prepaid Expenses 20 53 21 27
Receivable for Dividend and Interest Income 14 913 22,579 30
Cash Collateral on Swap Contracts -- -- -- 500
------------ ------------ ------------- -----------
Total Assets 67,448 1,913,366 934,034 180,162
------------ ------------ ------------- -----------
Liabilities:
Securities Sold Short, at Value (Note 2) -- -- -- 54,144
Written Options, at Value (Note 2) -- -- -- 1,587
Payable for Capital Shares Redeemed 88 885 870 98
Income Distribution Payable -- -- 505 --
Dividends Payable on Securities Sold Short -- -- -- 213
Payable for Swap Reset -- -- -- 328
Payable for Investment Securities Purchased -- -- 26,021 --
Payable Due to Shareholder Servicing Agent (Note 3) 46 499 182 77
Payable Due to Adviser (Note 3) 33 1,021 484 162
Payable Due to Administrative Services Plan, Institutional
Class Shares (Note 3) 1 317 92 24
Payable Due to Administrative Services Plan, Retail Class
Shares (Note 3) 8 140 104 --
Payable Due to Administrator 5 139 66 9
Payable Due to Trustees 1 18 9 1
Chief Compliance Officer Fees Payable 1 4 2 --
Other Accrued Expenses 18 411 198 49
------------ ------------ ------------- -----------
Total Liabilities 201 3,434 28,533 56,692
------------ ------------ ------------- -----------
Net Assets $ 67,247 $ 1,909,932 $ 905,501 $ 123,470
============ ============== ============== ============
Net Assets Consist of:
Paid-in Capital $ 56,085 $ 1,562,978 $ 910,742 $ 116,084
Undistributed Net Investment Income (Accumulated Net
Investment Loss) 271 -- 38 (1,321)
Accumulated Net Realized Gain (Loss) on Investments, Securities
Sold Short, Purchased and Written Options, and Swap Contracts 1,465 83,975 (943) (7,592)
Net Unrealized Appreciation (Depreciation) on Investments and
Securities Sold Short 9,426 262,979 (4,336) 16,256
Net Unrealized Appreciation on Purchased and Written Options -- -- -- 43
----------- -------------- -------------- ------------
Net Assets $ 67,247 $ 1,909,932 $ 905,501 $ 123,470
=========== ============== ============== ============
Investments in Securities, at Cost $ 57,692 $ 1,645,040 $ 912,625 $ 109,502
Securities Sold Short, Proceeds -- -- -- 51,969
Purchased Options, at Cost -- -- -- 1,844
Written Options, Premiums Received -- -- -- 1,477
Net Assets - Institutional Class Shares(1) $13,954,189 $1,700,475,433 $ 680,443,104 $107,275,263
=========== ============== ============== ============
Net Assets - Retail Class Shares(1) $53,293,250 $ 209,457,061 $ 225,057,706 $ 16,194,285
=========== ============== ============== ============
Institutional Class Shares:
Outstanding Shares of Beneficial Interest(1)
(Unlimited Authorization -- No Par Value) 761,032 92,563,170 68,461,007 10,207,406
=========== ============== ============== ============
Retail Class Shares:
Outstanding Shares of Beneficial Interest(1)
(Unlimited Authorization -- No Par Value) 2,926,322 11,502,242 22,697,070 1,548,414
=========== ============== ============== ============
Institutional Class Shares:
Net Asset Value, Offering and Redemption
Price Per Share -- Institutional Class Shares $18.34 $ 18.37 $9.94 $10.51
=========== ============== ============== ============
Retail Class Shares:
Net Asset Value, Offering and Redemption
Price Per Share -- Retail Class Shares $18.21 $ 18.21 $9.92 $10.46
=========== ============== ============== ============
(1) Shares and Net Assets have not been rounded.
Amounts designated as "--" are either not applicable, $0 or have been rounded to
$0.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
34
Statements of Assets and Liabilities (000) [RIVERPARK FUNDS LOGO]
September 30, 2013
--------------------------------------------------------------------------------
RiverPark
RiverPark/Gargoyle RiverPark Structural Strategic
Hedged Value Fund Alpha Fund Income Fund
------------------------------------------------------------------------------------------------------------------------------------
Assets:
Investments in Securities, at Value (Note 2) $ 68,359 $ 6,221 $ 513,309
Purchased Options, at Value -- 1,132 --
Deposits with Brokers for Futures and Options 92 1,689 --
Receivable for Capital Shares Sold 14 127 10,867
Prepaid Expenses 15 18 25
Receivable for Dividend and Interest Income 50 -- 9,641
Receivable for Investment Securities Sold 924 327 8,320
Unrealized Appreciation on Forward Foreign Currency Contracts -- -- 9
Receivable for Variation Margin -- 13 --
----------- --------- ------------
Total Assets 69,454 9,527 542,171
----------- --------- ------------
Liabilities:
Written Options, at Value (Note 2) 562 509 --
Payable for Capital Shares Redeemed 32 -- 1,203
Income Distribution Payable -- -- 154
Payable for Investment Securities Purchased 1,016 177 28,210
Payable Due to Shareholder Servicing Agent (Note 3) 8 -- 142
Payable Due to Adviser (Note 3) 47 3 269
Payable Due to Administrative Services Plan, Institutional
Class Shares (Note 3) 2 3 8
Payable Due to Administrative Services Plan, Retail Class
Shares (Note 3) 4 -- 22
Payable Due to Administrator 5 1 37
Payable Due to Trustees 1 -- 5
Chief Compliance Officer Fees Payable 1 -- 1
Other Accrued Expenses 19 5 164
----------- --------- ------------
Total Liabilities 1,697 698 30,215
----------- --------- ------------
Net Assets $ 67,757 $ 8,829 $ 511,956
=========== ========= ============
Net Assets Consist of:
Paid-in Capital $ 56,185 $ 8,394 $ 514,235
Undistributed Net Investment Income 180 -- 932
Accumulated Net Realized Gain (Loss) on Investments,
Purchased and Written Options and Futures Contracts 2,461 (94) 580
Net Unrealized Appreciation (Depreciation) on Investments 8,340 -- (3,800)
Net Unrealized Appreciation on Purchased and Written Options 591 477 --
Net Unrealized Appreciation on Futures Contracts -- 52 --
Net Unrealized Appreciation on Forward Foreign Currency
Contracts -- -- 9
----------- --------- ------------
Net Assets $ 67,757 $ 8,829 $ 511,956
=========== ========= ============
Investments in Securities, at Cost $ 60,019 $ 6,221 $ 517,109
Purchased Options, at Cost -- 659 --
Written Options, Premiums Received 1,153 513 --
Net Assets - Institutional Class Shares(1) $44,955,668 $8,002,561 $205,825,498
=========== ========= ============
Net Assets - Retail Class Shares(1) $22,801,759 $ 826,041 $306,130,940
=========== ========= ============
Institutional Class Shares:
Outstanding Shares of Beneficial Interest(1)
(Unlimited Authorization -- No Par Value) 3,164,034 761,896 20,052,338
=========== ========= ============
Retail Class Shares:
Outstanding Shares of Beneficial Interest(1)
(Unlimited Authorization -- No Par Value) 1,610,778 78,879 29,829,785
=========== ========= ============
Institutional Class Shares:
Net Asset Value, Offering and Redemption
Price Per Share -- Institutional Class Shares $14.21 $10.50 $10.26
=========== ========= ============
Retail Class Shares:
Net Asset Value, Offering and Redemption
Price Per Share -- Retail Class Shares $14.16 $10.47 $10.26
=========== ========= ============
(1) Shares and Net Assets have not been rounded.
Amounts designated as "--" are either not applicable, $0 or have been rounded to
$0.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
35
Statements of Operations (000) [RIVERPARK FUNDS LOGO]
For the Year Ended
September 30, 2014
--------------------------------------------------------------------------------
RiverPark RiverPark RiverPark
Large RiverPark/ Short Term Long/Short
Growth Fund Wedgewood Fund High Yield Fund Opportunity Fund
------------------------------------------------------------------------------------------------------------------------------------
Investment Income:
Dividends $ 588 $ 14,137 $ 411 $ 1,602
Interest -- 38 41,950 2
Foreign Taxes Withheld (1) -- -- --
--------- ---------- -------- ----------
Total Investment Income 587 14,175 42,361 1,604
--------- ---------- -------- ----------
Expenses:
Investment Advisory Fees (Note 3) 345 9,940 5,836 1,856
Shareholder Service Fees(1) (Note 3) 107 967 595 177
Administrative Services Fee, Institutional
Class Shares (Note 3) 10 719 537 34
Administrative Services Fee, Retail Class
Shares (Note 3) 55 -- 284 --
Administrator Fees (Note 3) 47 1,370 806 111
Chief Compliance Officer Fees (Note 3) 2 26 16 3
Trustees' Fees (Note 3) 1 15 6 1
Registration Fees 34 181 47 49
Transfer Agent Fees 22 626 371 51
Professional Fees 7 127 72 9
Printing Fees 5 129 72 10
Custodian Fees 2 23 19 4
Dividend Expense -- -- -- 1,312
Stock Loan Fee -- -- -- 385
Insurance and Other Fees 3 79 66 10
--------- ---------- -------- ----------
Total Expenses 640 14,202 8,727 4,012
--------- ---------- -------- ----------
Fees Waived by Adviser (Note 3) (3) -- -- --
Advisor Waiver Recapture (Note 3) -- -- -- 88
--------- ---------- -------- ----------
Net Expenses 637 14,202 8,727 4,100
--------- ---------- -------- ----------
Net Investment Income (Loss) (50) (27) 33,634 (2,496)
--------- ---------- -------- ----------
Net Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) From:
Investments 1,861 103,981 (525) 7,383
Purchased Options -- -- -- 6
Written Options -- -- -- 96
Securities Sold Short -- -- -- (10,021)
Swaps Contracts -- -- -- 793
Forward Foreign Currency Contracts -- -- (62) --
Foreign Currency Transactions -- -- (13) (3)
Net Change in Unrealized Appreciation
(Depreciation) on:
Investments 2,989 83,754 (2,696) 6,179
Purchased Options -- -- -- 123
Written Options -- -- -- (125)
Securities Sold Short -- -- -- 1,676
Forward Foreign Currency Contracts -- -- (56) --
Foreign Currency Transactions -- -- 2 --
--------- ---------- -------- ----------
Net Realized and Unrealized Gain (Loss) 4,850 187,735 (3,350) 6,107
--------- ---------- -------- ----------
Net Increase in Net Assets Resulting from Operations $ 4,800 $ 187,708 $ 30,284 $ 3,611
========= ========== ======== ==========
(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.
--------------------------------------------------------------------------------
36
Statements of Operations (000) [RIVERPARK FUNDS LOGO]
For the Year Ended
September 30, 2014
--------------------------------------------------------------------------------
RiverPark/Gargoyle RiverPark Structural RiverPark Strategic
Hedged Value Fund Alpha Fund Income Fund
------------------------------------------------------------------------------------------------------------------------------------
Investment Income:
Dividends $ 880 $ -- $ 53
Interest -- 3 16,084
Foreign Taxes Withheld (1) -- --
---------- ----------- ----------
Total Investment Income 879 3 16,137
---------- ----------- ----------
Expenses:
Investment Advisory Fees (Note 3) 458 128 1,602
Shareholder Service Fees(1) (Note 3) 41 2 404
Administrative Services Fee, Institutional Class
Shares (Note 3) 8 5 40
Administrative Services Fee, Retail Class Shares
(Note 3) 20 1 216
Administrator Fees (Note 3) 45 8 218
Chief Compliance Officer Fees (Note 3) 2 -- 4
Trustees' Fees (Note 3) 1 -- 6
Registration Fees 38 20 73
Transfer Agent Fees 21 4 98
Professional Fees 4 1 23
Printing Fees 5 1 24
Custodian Fees 3 1 7
Offering Costs -- 35 58
Insurance and Other Fees 5 1 9
---------- ----------- ----------
Total Expenses 651 207 2,782
---------- ----------- ----------
Fees Waived by Adviser (Note 3) -- (44) --
Advisor Waiver Recapture (Note 3) 25 -- --
---------- ----------- ----------
Net Expenses 676 163 2,782
---------- ----------- ----------
Net Investment Income (Loss) 203 (160) 13,355
---------- ----------- ----------
Net Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) From:
Investments 5,008 (3) 711
Purchased Options -- 1,220 --
Written Options (2,962) (597) --
Futures Contracts -- (308) --
Forward Foreign Currency Contracts -- -- (96)
Foreign Currency Transactions -- -- 163
Net Change in Unrealized Appreciation (Depreciation) on:
Investments 2,329 -- (3,800)
Purchased Options -- 309 --
Written Options 824 (16) --
Futures Contracts -- 41 --
Forward Foreign Currency Contracts -- -- 9
---------- ----------- ----------
Net Realized and Unrealized Gain (Loss) 5,199 646 (3,013)
---------- ----------- ----------
Net Increase in Net Assets Resulting from Operations $ 5,402 $ 486 $ 10,342
========= =========== ==========
(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.
--------------------------------------------------------------------------------
37
Statements of Changes in Net Assets (000) [RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
RiverPark Large Growth Fund RiverPark/Wedgewood Fund
-------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended
September 30, September 30, September 30, September 30,
2014 2013 2014 2013
-------------------------------------------------------------
Operations:
Net Investment Income (Loss) $ (50) $ 28 $ (27) $ (1,056)
Net Realized Gain from Investments 1,861 223 103,981 785
Net Change in Unrealized Appreciation on Investments 2,989 5,176 83,754 136,807
----------- --------- ---------- -----------
Net Increase in Net Assets Resulting from Operations 4,800 5,427 187,708 136,536
----------- --------- ---------- -----------
Distributions to Shareholders From:
Net Investment Income:
Institutional Class Shares (15) (7) -- --
Retail Class Shares (3) (15) -- --
Net Realized Gains:
Institutional Class Shares (54) (17) (13,609) (1,058)
Retail Class Shares (228) (74) (5,917) (540)
----------- --------- ---------- -----------
Total Distributions to Shareholders (300) (113) (19,526) (1,598)
----------- --------- ---------- -----------
Capital Share Transactions:
Institutional Class Shares:
Shares Issued 6,925 1,421 942,069 590,737
Shares Issued as Reinvestment of Distributions 69 24 10,874 755
Shares Redeemed (194) -- (201,353) (132,831)
----------- --------- ---------- -----------
Net Increase in Net Assets from Institutional Class
Shares Transactions 6,800 1,445 751,590 458,661
----------- --------- ---------- -----------
Retail Class Shares:
Shares Issued 31,394 10,639 246,569 200,284
Shares Issued as Reinvestment of Distributions 231 89 5,873 536
Shares Redeemed (8,198) (4,154) (442,969) (66,330)
----------- --------- ---------- -----------
Net Increase (Decrease) in Net Assets from Retail
Class Shares Transactions 23,427 6,574 (190,527) 134,490
----------- --------- ---------- -----------
Net Increase in Net Assets from Capital Share Transactions 30,227 8,019 561,063 593,151
----------- --------- ---------- -----------
Net Increase in Net Assets 34,727 13,333 729,245 728,089
Net Assets:
Beginning of Year 32,520 19,187 1,180,687 452,598
----------- --------- ---------- -----------
End of Year $ 67,247 $ 32,520 $1,909,932 $1,180,687
=========== ========= ========== ============
Undistributed Net Investment Income $ 271 $ 110 $ -- $ --
=========== ========= ========== ============
Shares Issued and Redeemed:
Institutional Class Shares:
Shares Issued 380 98 51,700 40,167
Shares Issued as Reinvestment of Distributions 4 2 639 54
Shares Redeemed (10) -- (11,262) (8,834)
----------- --------- ---------- -----------
Net Increase in Institutional Class Shares 374 100 41,077 31,387
----------- --------- ---------- -----------
Retail Class Shares:
Shares Issued 1,745 737 14,010 13,521
Shares Issued as Reinvestment of Distributions 13 7 348 39
Shares Redeemed (452) (289) (24,369) (4,608)
----------- --------- ---------- -----------
Net Increase (Decrease) in Retail Class Shares 1,306 455 (10,011) 8,952
----------- --------- ---------- -----------
Net Increase in Share Transactions 1,680 555 31,066 40,339
=========== ========= ========== ============
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.
--------------------------------------------------------------------------------
38
Statements of Changes in Net Assets (000) [RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
RiverPark Short Term RiverPark
High Yield Fund Long/Short Opportunity Fund
-------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended
September 30, September 30, September 30, September 30,
2014 2013 2014 2013
-------------------------------------------------------------
Operations:
Net Investment Income (Loss) $ 33,634 $ 20,685 $ (2,496) $ (1,164)
Net Realized Loss from Investments, Purchased and Written Options,
Swap Contracts, Securities Sold Short, Forward Foreign Currency
Contracts and Foreign Currency Transactions (600) (2,507) (1,746) (4,634)
Net Change in Unrealized Appreciation (Depreciation) on
Investments, Purchased and Written Options, Securities Sold Short,
Forward Foreign Currency Contracts and Foreign Currency
Transactions (2,750) (1,829) 7,853 7,906
----------- --------- ---------- -----------
Net Increase in Net Assets Resulting from Operations 30,284 16,349 3,611 2,108
----------- --------- ---------- -----------
Distributions to Shareholders From:
Net Investment Income:
Institutional Class Shares (25,294) (11,095) -- --
Retail Class Shares (8,471) (7,170) -- --
Net Realized Gains:
Institutional Class Shares -- -- -- (199)
Retail Class Shares -- -- -- (48)
----------- --------- ---------- -----------
Total Distributions to Shareholders (33,765) (18,265) -- (247)
----------- --------- ---------- -----------
Capital Share Transactions:
Institutional Class Shares:
Shares Issued 251,589 586,205 113,097 17,104
Shares Issued as Reinvestment of Distributions 20,189 9,555 -- 198
Shares Redeemed (175,906) (107,432) (31,196) (10,742)
----------- --------- ---------- -----------
Net Increase in Net Assets from Institutional Class Shares
Transactions 95,872 488,328 81,901 6,560
----------- --------- ---------- -----------
Retail Class Shares:
Shares Issued 97,210 271,780 66,991 77,444
Shares Issued as Reinvestment of Distributions 8,258 7,025 -- 47
Shares Redeemed (165,435) (90,065) (128,129) (11,112)
----------- --------- ---------- -----------
Net Increase (Decrease) in Net Assets from Retail Class Shares
Transactions (59,967) 188,740 (61,138) 66,379
----------- --------- ---------- -----------
Net Increase in Net Assets from Capital Share Transactions 35,905 677,068 20,763 72,939
----------- --------- ---------- -----------
Net Increase in Net Assets 32,424 675,152 24,374 74,800
Net Assets:
Beginning of Year 873,077 197,925 99,096 24,296
----------- --------- ---------- -----------
End of Year $ 905,501 $ 873,077 $ 123,470 $ 99,096
=========== ========= ========== ============
Undistributed Net Investment Income (Accumulated Net Investment Loss) $ 38 $ 29 $ (1,321) $ 237
=========== ========= ========== ============
Shares Issued and Redeemed:
Institutional Class Shares:
Shares Issued 25,139 58,659 10,446 1,733
Shares Issued as Reinvestment of Distributions 2,021 958 -- 21
Shares Redeemed (17,577) (10,756) (2,881) (1,084)
----------- --------- ---------- -----------
Net Increase in Institutional Class Shares 9,583 48,861 7,565 670
----------- --------- ---------- -----------
Retail Class Shares:
Shares Issued 9,731 27,217 6,240 7,882
Shares Issued as Reinvestment of Distributions 828 705 -- 5
Shares Redeemed (16,535) (9,026) (11,879) (1,125)
----------- --------- ---------- -----------
Net Increase (Decrease) in Retail Class Shares (5,976) 18,896 (5,639) 6,762
----------- --------- ---------- -----------
Net Increase in Share Transactions 3,607 67,757 1,926 7,432
=========== ========= ========== ============
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.
--------------------------------------------------------------------------------
39
Statements of Changes in Net Assets (000) [RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
RiverPark
RiverPark/Gargoyle Structural
Hedged Value Fund Alpha Fund
------------------------------------------------------------------
Year Ended Year Ended Year Ended Period Ended
September 30, September 30, September 30, September 30,
2014 2013 2014 2013*
------------------------------------------------------------------
Operations:
Net Investment Income (Loss) $ 203 $ 196 $ (160) $ (37)
Net Realized Gain (Loss) from Investments, Purchased and
Written Options and Futures Contracts 2,046 106 312 (51)
Net Change in Unrealized Appreciation on Investments,
Purchased and Written Options and Futures Contracts 3,153 5,194 334 195
----------- ---------- -------- ---------
Net Increase in Net Assets Resulting from Operations 5,402 5,496 486 107
----------- ---------- -------- ---------
Distributions to Shareholders From:
Net Investment Income:
Institutional Class Shares (128) (132) -- --
Retail Class Shares (32) (14) -- --
Net Realized Gains:
Institutional Class Shares (215) (340) (141) --
Retail Class Shares (78) (37) (17) --
----------- ---------- -------- ---------
Total Distributions to Shareholders (453) (523) (158) --
----------- ---------- -------- ---------
Capital Share Transactions:
Institutional Class Shares:
Shares Issued 26,896 885 1,439 1,252
Shares Issued in Connection with In-Kind Contribution
(see Note 5) -- -- -- 7,310
Shares Issued as Reinvestment of Distributions 298 468 141 --
Shares Redeemed (5,815) (2,257) (2,004) (547)
----------- ---------- -------- ---------
Net Increase (Decrease) in Net Assets from Institutional
Class Shares Transactions 21,379 (904) (424) 8,015
----------- ---------- -------- ---------
Retail Class Shares:
Shares Issued 21,116 9,589 798 891
Shares Issued as Reinvestment of Distributions 102 50 17 --
Shares Redeemed (8,445) (2,353) (893) (10)
----------- ---------- -------- ---------
Net Increase (Decrease) in Net Assets from Retail
Class Shares Transactions 12,773 7,286 (78) 881
----------- ---------- -------- ---------
Net Increase (Decrease) in Net Assets from Capital Share
Transactions 34,152 6,382 (502) 8,896
----------- ---------- -------- ---------
Net Increase (Decrease) in Net Assets 39,101 11,355 (174) 9,003
Net Assets:
Beginning of Period 28,656 17,301 9,003 --
----------- ---------- -------- ---------
End of Period $ 67,757 $ 28,656 $ 8,829 $ 9,003
=========== ========== ======== =========
Undistributed Net Investment Income $ 180 $ 137 $ -- $ --
=========== ========== ======== =========
Shares Issued and Redeemed:
Institutional Class Shares:
Shares Issued 1,940 79 141 125
Shares Issued in Connection with In-Kind Contribution
(see Note 5) -- -- -- 731
Shares Issued as Reinvestment of Distributions 23 45 14 --
Shares Redeemed (412) (205) (195) (54)
----------- ---------- -------- ---------
Net Increase (Decrease) in Institutional Class Shares 1,551 (81) (40) 802
----------- ---------- -------- ---------
Retail Class Shares:
Shares Issued 1,520 843 78 88
Shares Issued as Reinvestment of Distributions 8 5 2 --
Shares Redeemed (603) (202) (88) (1)
----------- ---------- -------- ---------
Net Increase (Decrease) in Retail Class Shares 925 646 (8) 87
----------- ---------- -------- ---------
Net Increase (Decrease) in Share Transactions 2,476 565 (48) 889
=========== ========== ======== =========
* Fund commenced operations on June 28, 2013.
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.
--------------------------------------------------------------------------------
40
Statements of Changes in Net Assets (000) [RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
RiverPark Strategic Income Fund
-------------------------------------------
Year Ended Period Ended
September 30, 2014 September 30, 2013*
-------------------------------------------
Operations:
Net Investment Income $ 13,355 $ --
Net Realized Gain from Investments, Forward Foreign Currency Contracts and
Foreign Currency Transactions 778 --
Net Change in Unrealized Depreciation on Investments and Forward Foreign
Currency Contracts (3,791) --
-------------- -----------
Net Increase in Net Assets Resulting from Operations 10,342 --
-------------- -----------
Distributions to Shareholders From:
Net Investment Income:
Institutional Class Shares (4,693) --
Retail Class Shares (7,924) --
Net Realized Gains:
Institutional Class Shares (1) --
Retail Class Shares (3) --
-------------- -----------
Total Distributions to Shareholders (12,621) --
-------------- -----------
Capital Share Transactions:
Institutional Class Shares:
Shares Issued 220,805 2,000
Shares Issued as Reinvestment of Distributions 4,203 --
Shares Redeemed (19,571) --
-------------- -----------
Net Increase in Net Assets from Institutional Class Shares Transactions 205,437 2,000
-------------- -----------
Retail Class Shares:
Shares Issued 341,287 75
Shares Issued as Reinvestment of Distributions 7,865 --
Shares Redeemed (42,429) --
-------------- -----------
Net Increase in Net Assets from Retail Class Shares Transactions 306,723 75
-------------- -----------
Net Increase in Net Assets from Capital Share Transactions 512,160 2,075
-------------- -----------
Net Increase in Net Assets 509,881 2,075
Net Assets:
Beginning of Period 2,075 --
-------------- -----------
End of Period $ 511,956 $ 2,075
============== ===========
Undistributed Net Investment Income $ 932 $ --
============== ===========
Shares Issued and Redeemed:
Institutional Class Shares:
Shares Issued 21,338 200
Shares Issued as Reinvestment of Distributions 407 --
Shares Redeemed (1,893) --
-------------- -----------
Net Increase in Institutional Class Shares 19,852 200
-------------- -----------
Retail Class Shares:
Shares Issued 33,156 8
Shares Issued as Reinvestment of Distributions 762 --
Shares Redeemed (4,096) --
-------------- -----------
Net Increase in Retail Class Shares 29,822 8
-------------- -----------
Net Increase in Share Transactions 49,674 208
============== ===========
* Fund commenced operations on September 30, 2013.
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.
--------------------------------------------------------------------------------
41
Financial Highlights
For a Share Outstanding Throughout Each Period
For the Year or Period Ended September 30,
------------------------------------------------------------------------------------------------------------------------------------
Net Asset Net Realized and Dividends
Value, Investment Unrealized Total from from Net Distributions Distributions
Beginning of Income Gains (Losses) Investment Investment from Net from Return
Period (Loss)(1) on Investments Operations Income Realized Gains of Capital
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund
Institutional Class Shares
2014 $ 16.28 $ 0.02 $ 2.21 $ 2.23 $ (0.04) $ (0.13) $ --
2013 13.27 0.05 3.04 3.09 (0.02) (0.06) --
2012 10.09 0.01 3.17 3.18 -- -- --
2011 10.00 (0.01) 0.16(2) 0.15 -- -- (0.06)
Retail Class Shares
2014 $ 16.18 $ (0.03) $ 2.19 $ 2.16 $ --(3) $ (0.13) $ --
2013 13.21 0.01 3.03 3.04 (0.01) (0.06) --
2012 10.07 (0.03) 3.17 3.14 -- -- --
2011 10.00 (0.04) 0.16(2) 0.12 -- -- (0.05)
RiverPark/Wedgewood Fund
Institutional Class Shares
2014 $ 16.21 $ 0.01 $ 2.41 $ 2.42 $ -- $ (0.26) $ --
2013 13.88 (0.01) 2.38 2.37 -- (0.04) --
2012 10.32 (0.05) 3.61 3.56 -- -- --
2011 10.00 (0.06) 0.40(2) 0.34 --(3) -- (0.02)
Retail Class Shares
2014 $ 16.09 $ (0.03) $ 2.41 $ 2.38 $ -- $ (0.26) $ --
2013 13.82 (0.05) 2.36 2.31 -- (0.04) --
2012 10.30 (0.08) 3.60 3.52 -- -- --
2011 10.00 (0.09) 0.40(2) 0.31 -- -- (0.01)
RiverPark Short Term High Yield Fund
Institutional Class Shares
2014 $ 9.98 $ 0.38 $ (0.04) $ 0.34 $ (0.38) $ -- $ --
2013 10.01 0.39 (0.07) 0.32 (0.35) -- --
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
2014 $ 9.97 $ 0.36 $ (0.05) $ 0.31 $ (0.36) $ -- $ --
2013 9.99 0.37 (0.06) 0.31 (0.33) -- --
2012 9.88 0.42 0.06 0.48 (0.37) -- --
2011 10.00 0.43 (0.13) 0.30 (0.42) -- --
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
42
[RIVERPARK FUNDS LOGO]
------------------------------------------------------------------------------------------------------------------------------------
Ratio of Total Ratio of Net
Net Asset Ratio of Net Expenses to Investment
Total Value, End Net Assets, End of Expenses to Average Income (Loss) to Portfolio
Distributions of Period Total Return++ Period (000) Average Net Assets Net Assets Average Net Assets Turnover Rate
------------------------------------------------------------------------------------------------------------------------------------
$ (0.17) $ 18.34 13.75%+ $ 13,954 1.00%(4) 0.98% 0.13% 33%
(0.08) 16.28 23.46+ 6,299 1.00 1.06 0.32 45
-- 13.27 31.52+ 3,804 1.00 2.78 0.08 24
(0.06) 10.09 1.44+ 2,667 1.00 9.08 (0.10) 73
$ (0.13) $ 18.21 13.44%+ $ 53,293 1.25% 1.26% (0.14)% 33%
(0.07) 16.18 23.15+ 26,221 1.25 1.31 0.06 45
-- 13.21 31.18+ 15,383 1.25 1.74 (0.20) 24
(0.05) 10.07 1.19+ 231 1.25 9.76 (0.32) 73
$ (0.26) $ 18.37 15.04% $1,700,475 0.88% 0.88% 0.06% 24%
(0.04) 16.21 17.15 834,476 0.92(4) 0.89 (0.06) 20
-- 13.88 34.50+ 279,016 1.00 1.03 (0.40) 24
(0.02) 10.32 3.37+ 33,004 1.00 2.83 (0.59) 48
$ (0.26) $ 18.21 14.91% $ 209,457 1.05% 1.05% (0.17)% 24%
(0.04) 16.09 16.79 346,211 1.17(4) 1.14 (0.32) 20
-- 13.82 34.17+ 173,582 1.25 1.27 (0.64) 24
(0.01) 10.30 3.12+ 241 1.25 3.71 (0.78) 48
$ (0.38) $ 9.94 3.48% $ 680,443 0.90% 0.90% 3.81% 195%
(0.35) 9.98 3.39 587,334 0.99(4) 0.94 3.88 390
(0.39) 10.01 5.32+ 100,224 1.00 1.12 4.42 611
(0.44) 9.88 3.27+ 18,883 1.00 2.12 4.69 454
$ (0.36) $ 9.92 3.02% $ 225,058 1.18% 1.18% 3.62% 195%
(0.33) 9.97 3.14 285,742 1.25(4) 1.21 3.75 390
(0.37) 9.99 4.88+ 97,701 1.25 1.32 4.23 611
(0.42) 9.88 3.06+ 6,083 1.25 2.18 4.28 454
+ 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) Per share data was calculated using average shares for the period.
(2) 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.
(3) Amount represents less than $0.01 per share.
(4) Ratio includes previously waived investment advisory fees recovered.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
43
Financial Highlights
For a Share Outstanding Throughout Each Period
For the Year or Period Ended September 30,
------------------------------------------------------------------------------------------------------------------------------------
Net Realized and
Net Asset Value, Investment Unrealized Gains Total from Dividends from Distributions
Beginning of Income (Losses) on Investment Net Investment from Net Total
Period (Loss) (4) Investments Operations Income Realized Gains Distributions
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Long/Short Opportunity Fund
Institutional Class Shares
2014 $ 10.10 $ (0.21) $ 0.62 $ 0.41 $ -- $ -- $ --
2013 10.14 (0.22) 0.27 0.05 -- (0.09) (0.09)
2012(1) 10.00 (0.13) 0.27 0.14 -- -- --
Retail Class Shares
2014 $ 10.08 $ (0.22) $ 0.60 $ 0.38 $ -- $ -- $ --
2013 10.13 (0.23) 0.27 0.04 -- (0.09) (0.09)
2012(1) 10.04 (0.13) 0.22 0.09 -- -- --
RiverPark/Gargoyle Hedged Value Fund
Institutional Class Shares
2014 $ 12.47 $ 0.07 $ 1.83 $ 1.90 $(0.06) $ (0.10) $ (0.16)
2013 9.97 0.10 2.69 2.79 (0.08) (0.21) (0.29)
2012(2) 10.00 0.05 (0.08)(5) (0.03) -- -- --
Retail Class Shares
2014 $ 12.44 $ 0.03 $ 1.83 $ 1.86 $(0.04) $ (0.10) $ (0.14)
2013 9.96 0.06 2.70 2.76 (0.07) (0.21) (0.28)
2012(2) 9.83 0.05 0.08 0.13 -- -- --
RiverPark Structural Alpha Fund
Institutional Class Shares
2014 $ 10.12 $ (0.18) $ 0.73 $ 0.55 $ -- $ (0.17) $ (0.17)
2013(3) 10.00 (0.05) 0.17 0.12 -- -- --
Retail Class Shares
2014 $ 10.12 $ (0.20) $ 0.72 $ 0.52 $ -- $ (0.17) $ (0.17)
2013(3) 10.00 (0.05) 0.17 0.12 -- -- --
RiverPark Strategic Income Fund
Institutional Class Shares
2014 $ 10.00 $ 0.59 $ 0.12(11) $ 0.71 $(0.45) $ --(10) $ (0.45)
Retail Class Shares
2014 $ 10.00 $ 0.55 $ 0.14(11) $ 0.69 $(0.43) $ --(10) $ (0.43)
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
44
[RIVERPARK FUNDS LOGO]
------------------------------------------------------------------------------------------------------------------------------------
Ratio of Net Ratio of Total
Expenses to Average Expenses to Average Ratio of Net
Net Assets, Including Net Assets, Including Investment Income
Net Asset Value, Net Assets, Dividend Expense and Dividend Expense and (Loss) to Average Portfolio
End of Period Total Return++ End of Period (000) Stock Loan Fee Stock Loan Fee Net Assets Turnover Rate
------------------------------------------------------------------------------------------------------------------------------------
$ 10.51 4.06% $ 107,276 3.22%(8)(9) 3.16% (1.99)% 59%
10.10 0.55+ 26,686 3.46(7) 3.60 (2.22) 56
10.14 1.40+ 19,994 3.49(6) 4.12 (2.61) 20
$ 10.46 3.77% $ 16,194 3.37% (8) (9) 3.29% (2.03)% 59%
10.08 0.45+ 72,410 3.61(7) 3.71 (2.32) 56
10.13 0.90+ 4,302 3.68(6) 4.18 (2.78) 20
$ 14.21 15.32% $ 44,955 1.25%(9) 1.17% 0.48% 42%
12.47 28.54+ 20,123 1.25 1.52 0.92 66
9.97 (0.30)+ 16,899 1.25 1.94 1.28 29
$ 14.16 15.03% $ 22,802 1.50%(9) 1.52% 0.23% 42%
12.44 28.42+ 8,533 1.50 1.67 0.54 66
9.96 1.32+ 402 1.50 1.99 1.35 29
$ 10.50 5.46%+ $ 8,003 1.75% 2.22% (1.72)% 0%(12)
10.12 1.20+ 8,118 1.75 2.99 (1.73) 0
$ 10.47 5.16%+ $ 826 2.00% 2.56% (1.97)% 0%(12)
10.12 1.20+ 885 2.00 3.32 (1.98) 0
$ 10.26 7.16% $ 205,825 0.91% 0.91% 5.67% 61%
$ 10.26 6.93% $ 306,131 1.24% 1.24% 5.29% 61%
+ 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) Commenced operations on June 28, 2013. All ratios for the period have been
annualized, except for the Total Return and Portfolio Turnover Rate.
(4) Per share data was calculated using average shares for the period.
(5) 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.
(6) 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
in the ratios would have been 1.85% and 2.00%, respectively.
(7) Dividend expense and stock loan fee totaled 1.61% of average net assets
for the year ended September 30, 2013. Had these expenses not been included
in the ratios would have been 1.85% and 2.00%, respectively.
(8) Dividend expense and stock loan fee totaled 1.37% of average net assets
for the year ended September 30, 2014. Had these expenses not been included
in the ratios would have been 1.85% and 2.00%, respectively.
(9) Ratios include previously waived investment advisory fees recovered.
(10) Amount represents less than $0.01 per share.
(11) 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.
(12) Note that the ratio is zero due to not having any long-term securities.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
45
Notes to Financial Statements
September 30, 2014
--------------------------------------------------------------------------------
1. Organization
RiverPark Funds Trust (the "Trust"), was formed on June 22, 2010 as an open-end
registered management investment company under the Investment Act of 1940. As
of September 30, 2014, the Trust was comprised of seven funds: the RiverPark
Large Growth Fund, RiverPark/Wedgewood Fund, RiverPark Short Term High Yield
Fund, RiverPark Long/Short Opportunity Fund, RiverPark/Gargoyle Hedged Value
Fund, RiverPark Structural Alpha Fund and RiverPark Strategic Income 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 and RiverPark Strategic Income Fund is to seek 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 volatility than
in a stand-alone stock portfolio. The investment objective of the RiverPark
Structural Alpha 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. The RiverPark
Short Term High Yield Fund was closed to new investors on June 21, 2013.
2. Summary of Significant Accounting Policies
The following is a summary of significant accounting policies followed by the
Trust in preparation of its financial statements. These policies are in
conformity with accounting principles generally accepted in the United States
of America ("GAAP"). The preparation of the financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported
amounts of increases and decreases in net assets from operations during the
reporting period. Actual results could differ from those estimates.
Valuation of Investments -- Securities listed on a national securities exchange
or traded on the NASDAQ system are valued on their last sale price. Portfolio
securities traded on NASDAQ will be valued at the NASDAQ Official Closing Price
on each business day for the New York Stock Exchange ("NYSE"). If there is no
such reported sale on an exchange or NASDAQ, the portfolio security will be
valued at the mean between the most recent quoted bid and asked price. Price
information on listed securities is taken from the exchange where the security
is primarily traded. Other equity securities and debt securities for which
market quotations are readily available are valued at the mean between their
bid and asked price, except that debt securities maturing within 60 days are
valued on an amortized cost basis. Debt securities are valued according to the
broadest and most representative market, which will ordinarily be
over-the-counter. Debt securities may be valued based on prices provided by a
pricing service when such prices are believed to reflect the fair value of such
securities. Securities for which market quotations are not readily available
are valued at fair value as determined in good faith through consideration of
other factors in accordance with procedures adopted by, and under the general
supervision of, the Board of Trustees ("the Board").
To the extent that a Fund invests in non-U.S. dollar denominated securities,
the value of all assets and liabilities not denominated in United States
dollars will be translated into United States dollars on the valuation date.
Trading in securities on European and Far Eastern securities exchanges and
over-the-counter markets is normally completed well before the close of
business on each day the NYSE is open for business (a "Business Day"). In
addition, European or Far Eastern securities trading generally or in a
particular country or countries
--------------------------------------------------------------------------------
46
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
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, Schedule of Securities Sold Short, Schedules of Open Options
Purchased and Schedules of Open Options Written.
For the year ended September 30, 2014, there were no transfers between Level 2
and Level 3 assets and liabilities. It is the Funds' policy to recognize
transfers into and out of Levels at the end of the reporting period.
For the year ended September 30, 2014, there were no significant changes to the
Funds' fair value methodologies.
Securities Sold Short -- As consistent with the RiverPark Long/Short
Opportunity Fund's investment objectives, the Fund intends to sell securities
short so long as, as a result of that sale, the current value of securities
sold short by the Fund would not exceed 50% of the value of its 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
--------------------------------------------------------------------------------
47
Notes to Financial Statements
September 30, 2014
--------------------------------------------------------------------------------
2. Summary of Significant Accounting Policies (continued)
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
marginable securities. 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 marginable assets (for example, 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,
RiverPark/Gargoyle Hedged Value Fund and RiverPark Structural Alpha Fund may
sell uncovered call options on securities and stock indices.
The RiverPark Long/Short Opportunity Fund, RiverPark/Gargoyle Hedged Value
Fund, RiverPark Structural Alpha Fund and RiverPark Strategic Income 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. The RiverPark Structural Alpha Fund may purchase or sell options or
option spreads, so long as the aggregate net notional value does not exceed
125%, and the gross notional value does not exceed 250% 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.
Purchased and written equity and index options transactions entered into during
the year ended September 30, 2014 are summarized as follows:
------------------------------------------------------------------------------------------------------------------------------------
Purchased Options Written Options
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Long/Short Opportunity Fund Number of Contracts Cost Number of Contracts Premiums Received
------------------------------------------------------------------------------------------------------------------------------------
Balance at the beginning of the year ........ 20 $ 65,869 20 $ 23,820
Written ..................................... -- -- 1,385 1,565,551
Purchased ................................... 3,666 1,912,836 -- --
Received/Assigned. .......................... 288 -- -- --
Expired ..................................... (2,744) (68,490) -- --
Closing buys ................................ -- -- (188) (112,558)
Sold ........................................ (20) (65,869) -- --
------------------------------------------------------------------------------------------------------------------------------------
Balance at the end of the year 1,210 $1,844,346 1,217 $ 1,476,813
------------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
48
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
RiverPark/Gargoyle Hedged Value Fund Purchased Options Written Options
------------------------------------------------------------------------------------------------------------------------------------
Number of Contracts Cost Number of Contracts Premiums Received
------------------------------------------------------------------------------------------------------------------------------------
Balance at the beginning of the year ........ -- $ -- 191 $ 353,422
Written ..................................... -- -- 5,329 10,166,673
Expired ..................................... -- -- (147) (274,754)
Closing buys ................................ -- -- (4,709) (9,091,901)
------------------------------------------------------------------------------------------------------------------------------------
Balance at the end of the year -- $ -- 664 $ 1,153,440
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Structural Alpha Fund Purchased Options Written Options
------------------------------------------------------------------------------------------------------------------------------------
Number of Contracts Cost Number of Contracts Premiums Received
----------------------------------------------------------------------------------------------------------- ------------------------
Balance at the beginning of the year ........ 78 $ 782,376 186 $ 621,099
Written ..................................... -- -- 1,320 971,660
Purchased ................................... 192 655,427 -- --
Expired ..................................... (38) (103,061) (677) (529,777)
Executed. ................................... -- -- (100) (2,141)
Closing buys ................................ -- -- (464) (548,243)
Sold ........................................ (60) (676,229) -- --
------------------------------------------------------------------------------------------------------------------------------------
Balance at the end of the year 172 $ 658,513 265 $ 512,598
------------------------------------------------------------------------------------------------------------------------------------
Purchased and written options held as of September 30, 2014 are disclosed
separately on the Statements of Assets and Liabilities. The realized and
unrealized gain (loss) from options purchased and written options are disclosed
separately on the Statements of Operations.
All written options and purchased options have equity risk exposure.
Additionally, all written options and purchased options held as of September
30, 2014 are exchange-traded and therefore no right of offset exists.
Swap Agreements -- The Funds may invest in equity-linked securities, including,
but not limited to, participation notes, certificates, and equity swaps.
Equity-linked securities are privately issued securities whose investment
results are designed to correspond generally to the performance of a specified
stock index or "basket" of stocks, or a single stock. To the extent that the
Funds invest in equity-linked securities whose return corresponds to the
performance of a foreign security index or one or more foreign stocks,
investing in equity-linked securities will involve risks similar to the risks
of investing in foreign securities and subject to each Fund's restrictions on
investments in foreign securities.
Equity swaps allow the parties to a swap agreement to exchange the dividend
income or other components of return on an equity investment (for example, a
group of equity securities or an index) for a component of return on another
non-equity or equity investment. An equity swap may be used by a Fund to invest
in a market without owning or taking physical custody of securities in
circumstances in which direct investment may be restricted for legal reasons or
is otherwise deemed impractical or disadvantageous. Equity swaps may also be
used for hedging purposes or to seek to increase total return. A Fund's ability
to enter into certain swap transactions may be limited by tax considerations.
The counterparty to an equity swap contract will typically be a bank,
investment banking firm or broker/dealer.
Equity swap contracts may be structured in different ways. For example, a
counterparty may agree to pay the Fund the amount, if any, by which the
notional amount of the equity swap contract would have increased in value had
it been invested in particular stocks (or an index of stocks), plus the
dividends that would have been received on those stocks. In these cases, the
Fund may agree to pay to the counterparty a floating rate of interest on the
notional amount of the equity swap contract plus the amount, if any, by which
that notional amount would have decreased in value had it been invested in such
stocks. Therefore, the return to the Fund
--------------------------------------------------------------------------------
49
Notes to Financial Statements
September 30, 2014
--------------------------------------------------------------------------------
2. Summary of Significant Accounting Policies (continued)
on the equity swap contract should be the gain or loss on the notional amount
plus dividends on the stocks 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.
All swaps held by the RiverPark Long/Short Opportunity Fund during the year
ended September 30, 2014 had equity risk exposure.
Swaps are marked-to-market daily and are valued at the unrealized appreciation
or depreciation on the instrument 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 Statements of Operations. Net payments of interest are
recorded as realized gains or losses. The total return swaps reset monthly, as
such there was $0 unrealized appreciation (depreciation) as of September 30,
2014. The total return swaps that the RiverPark Long/Short Opportunity Fund
transacts in are subject to a netting arrangement.
During the year ended September 30, 2014, the RiverPark Long/Short Opportunity
Fund purchased 279,417 swap contracts and closed 229,659 swap contracts for a
realized gain of $792,700 with 187,210 swap contracts outstanding. This
turnover is inclusive of monthly swap resets, swap expirations and swap
transactions with the counterparty. The open swap contracts are collateralized
by $500,000 in cash.
Futures and Options on Futures on Stock Indices -- The RiverPark Structural
Alpha Fund intends to use futures and may use options on futures. The use of
futures involves the risk that the futures contract may temporarily not
correlate with the underlying index on which it is based. Additionally, futures
contracts are leveraged vehicles where limited amounts of capital can expose
the Fund to significant exposure to changes in the underlying index. Options on
futures involve the risks associated with futures as well as the risks
associated with using index options. When options are purchased
over-the-counter, the Fund will bear the risk that the counter-party that wrote
the option will be unable or unwilling to perform its obligations under the
option contract. Such options may also be illiquid, and in such cases, the Fund
may have difficulty closing out its positions. The options contracts are fully
collateralized by securities pledged and $902,128 in cash.
--------------------------------------------------------------------------------
50
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
Futures contracts are valued at the unrealized appreciation (depreciation) on
the instrument. Such unrealized is included as a component of the net assets on
the Statement of Assets and Liabilities. Variation margin payments are paid or
received, depending upon whether unrealized gains or losses are incurred. As of
September 30, 2014, the RiverPark Structural Alpha Fund has open futures
contracts and during the year ended, all futures contracts held had equity risk
exposure. For the year ended September 30, 2014, the total amount of all open
futures contracts, as presented in the Schedule of Investments, are
representative of the volume of activity during the year. The realized and
unrealized gain (loss) from futures contracts are disclosed separately on the
Statements of Operations. Additionally, all futures contracts held are
exchange-traded and therefore no right of offset exists. In addition to
collateral noted on the Schedule of Investments, the futures contracts are also
collateralized by $798,573 in cash.
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 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. Withholding taxes on
foreign dividends have been provided
--------------------------------------------------------------------------------
51
Notes to Financial Statements
September 30, 2014
--------------------------------------------------------------------------------
2. Summary of Significant Accounting Policies (continued)
for in accordance with the Funds' understanding of the applicable country's tax
rules and rates. The ability of issuers of debt securities held by the Funds to
meet their obligations may be affected by economic and political developments
in a specific country or region.
Defaulted Investments -- Debt obligations may be placed on non-accrual status
and related interest income may be reduced by ceasing current accruals and
writing off interest receivable when the collection of all or a portion of
interest has become doubtful based on consistently applied procedures. A debt
obligation is removed from non-accrual status when the issuer resumes interest
payments or when collectability of interest is reasonably assured.
Organization and Offering Costs -- Offering costs for RiverPark Structural
Alpha Fund and RiverPark Strategic Income Fund, including the cost of printing
the initial prospectus and registration fees, were amortized to expense over a
twelve month period. As of September 30, 2014, all offering costs were fully
amortized.
Expenses -- Expenses of the Trust that can be directly attributed to a
particular Fund are borne by that Fund. Expenses which cannot be directly
attributed to a Fund are apportioned among the Funds of the Trust based on the
number of Funds and/or relative net assets.
Classes -- Class specific expenses are borne by that class of shares. Income,
realized and unrealized gains and losses and non-class specific expenses are
allocated to the respective class on the basis of relative daily net assets.
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.
Forward Foreign Currency Exchange Contracts -- Each Fund may, but is not
obligated to, enter into forward foreign currency exchange contracts ("forward
contracts") in order to protect against uncertainty in the level of future
foreign exchange rates in the purchases and sale of securities. A forward
contract generally has no deposit requirement, and no commissions are charged
at any stage for trades. Although foreign exchange dealers do not charge a fee
for commissions, they do realize a profit based on the difference between the
price at which they are buying and selling various currencies. Although forward
contracts are intended to minimize currency risk -- the risk of loss due to a
decline in the value of the hedged currencies -- at the same time, they tend to
limit any potential gain which might result should the value of such currencies
increase. As of September 30, 2014, the RiverPark Strategic Income Fund held a
forward contract. It is the Funds' policy to present the gross unrealized
appreciation and gross unrealized depreciation of the forward contracts
separately on the Statements of Assets and Liabilities as the Funds do not have
a master netting agreement with the counterparty to the forward contracts. In
accordance with this policy, unrealized appreciation and depreciation as of
September 30, 2014 are presented in unrealized appreciation or unrealized
depreciation on forward foreign currency contracts on the Statements of Assets
and Liabilities. Realized and unrealized
--------------------------------------------------------------------------------
52
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
gains (losses) on forward contracts are disclosed separately on the Statements
of Operations. For the year ended September 30, 2014, the total amount of open
forward foreign currency contracts, as presented in the Schedules of
Investments, are representative of the volume of activity for this derivative
type during the year.
All forward foreign currency contracts held by the RiverPark Strategic Income
Fund during the year ended September 30, 2014 had currency risk exposure.
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,
RiverPark/Gargoyle Hedged Value Fund and RiverPark Structural Alpha Fund and
declared and paid monthly for the RiverPark Short Term High Yield Fund and
RiverPark Strategic Income Fund. Dividends and distributions are recorded on
the ex-dividend date. Any net realized capital gains will be distributed at
least annually by the Funds.
Income Taxes -- Each Fund intends to qualify or continue to qualify as a
"regulated investment company" under Sub-chapter M of the Internal Revenue Code
of 1986, as amended. If so qualified, each Fund will not be subject to federal
income tax to the extent it distributes substantially all of its net investment
income and net capital gains to its shareholders.
The Funds evaluate tax positions taken or expected to be taken in the course of
preparing the Funds' tax returns to determine whether it is "more-likely-than
not" (i.e., greater than 50-percent) that each tax position will be sustained
upon examination by a taxing authority based on the technical merits of the
position. Tax positions not deemed to meet the more-likely-than-not threshold
are recorded as a tax benefit or expense in the current year. The Funds did not
record any tax provision in the current period. However, management's
conclusions regarding tax positions taken may be subject to review and
adjustment at a later date based on factors including, but not limited to,
examination by tax authorities (i.e., the last 3 tax year ends, as applicable),
on-going analysis of, and changes to, tax laws, regulations and interpretations
thereof.
As of and during the year ended September 30, 2014, 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, the RiverPark Short Term High Yield Fund
and the RiverPark Strategic Income Fund, 1.50% for the RiverPark Long/Short
Opportunity Fund, 0.90% for the RiverPark/Gargoyle Hedged Value Fund and 1.40%
for the RiverPark Structural Alpha Fund.
The Adviser has agreed contractually to waive its fees and to absorb expenses
of each Fund through January 31, 2015 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, the RiverPark Short Term High
Yield Fund, and the RiverPark Strategic Income 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, 1.25% for the
Institutional Class Shares and 1.50% for the Retail Class Shares of the Fund's
average net assets for the
--------------------------------------------------------------------------------
53
Notes to Financial Statements
September 30, 2014
--------------------------------------------------------------------------------
3. Agreements (continued)
RiverPark/Gargoyle Hedged Value Fund and 1.75% for the Institutional Class
Shares and 2.00% for the Retail Class Shares of the Fund's average net assets
for the RiverPark Structural Alpha 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.
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, RiverPark Short Term High Yield Fund and RiverPark
Strategic Income 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. The Adviser can recapture any fees it has
waived within a three-year period subject to the applicable annual rate of
1.75% for the Institutional Class Shares and 2.00% for the Retail Class Shares
for RiverPark Structural Alpha Fund.
As of September 30, 2014, the Adviser may in the future seek reimbursement of
previously waived fees for the Funds as follows:
FUND EXPIRING 2015 EXPIRING 2016 EXPIRING 2017 TOTAL
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund $ 70,738 $ 15,930 $ 5,254 $ 91,922
RiverPark Long/Short Opportunity Fund -- 19,491 -- 19,491
RiverPark/Gargoyle Hedged Value Fund 16,421 58,070 5,028 79,519
RiverPark Structural Alpha Fund -- 26,858 43,658 70,516
For the year ended September 30, 2014, the Adviser recaptured previously waived
fees of $2,042 for the RiverPark Large Growth Fund, $87,653 for the RiverPark
Long/Short Opportunity Fund and $29,841 for the RiverPark/Gargoyle Hedged Value
Fund.
RiverPark provides day-to-day portfolio management services to the RiverPark
Large Growth Fund, RiverPark Long/Short Opportunity Fund and RiverPark
Structural Alpha 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, LLC ("Cohanzick"), as
sub-adviser to the RiverPark Short Term High Yield Fund and the RiverPark
Strategic Income Fund; and Gargoyle Investment Advisor LLC ("Gargoyle"), as
sub-adviser to the RiverPark/Gargoyle Hedged Value Fund. With regard to the
RiverPark Large Growth Fund, RiverPark Long/Short Opportunity Fund and
RiverPark Structural Alpha 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.
--------------------------------------------------------------------------------
54
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
In consideration for an exchange of equity between RiverPark and Wedgewood in
July 2013, RiverPark and Wedgewood are considered to be affiliates. For its
services as sub-adviser to the RiverPark/Wedgewood Fund, Wedgewood is entitled
to a fee to be paid from RiverPark's adviser fee, and such fee is calculated
daily and paid monthly at an annual rate of 0.325% of RiverPark/Wedgewood
Fund's average net assets in excess of $50,000,000.
Administrator, Custodian and Transfer Agent -- SEI Investments Global Funds
Services (the "Administrator") serves as the Funds' administrator pursuant to
an Administration Agreement under which the Administrator provides
administrative and accounting services for an annual fee equal to 0.12% of the
first $500 million, 0.10% of the next $500 million, and 0.08% of any amount
above $1 billion of the Funds' average daily net assets, subject to a minimum
annual fee.
Brown Brothers Harriman & Co. (the "Custodian") serves as the Funds' custodian
pursuant to a Custodian Agreement. DST Systems, Inc. (the "Transfer Agent")
serves as the Funds' transfer agent pursuant to an Agency Agreement.
Distribution Agreement -- SEI Investments Distribution Co., a wholly-owned
subsidiary of SEI Investments Company and an affiliate of the Administrator
(the "Distributor") serves as the Funds' distributor pursuant to a Distribution
Agreement.
The Trust has adopted a shareholder services plan under which a shareholder
servicing fee may be paid at an annual rate of up to 0.25% of average daily net
assets attributable to Retail Class Shares and Institutional Class Shares of
the Funds to banks and their affiliates and other institutions, including
broker-dealers, as compensation for providing non-distribution related
shareholder services. Aggregate compensation for the Institutional Class Shares
will not exceed on an annual basis 0.15% of the average daily net assets of
such class. As of September 30, 2014, there were no shareholder servicing fees
charged to Institutional Class Shares.
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 and a Trustee 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 and maturities,
other than short-term investments, short sales, purchases to cover, written and
purchased options, and short-term securities for the year ended September 30,
2014, were as follows:
--------------------------------------------------------------------------------
55
Notes to Financial Statements
September 30, 2014
--------------------------------------------------------------------------------
4. Investment Transactions (continued)
Proceeds from Sales
Fund Purchases (000) and Maturities (000)
--------------------------------------------------------------------------------
RiverPark Large Growth Fund $ 43,991 $ 16,638
RiverPark/Wedgewood Fund 809,563 341,489
RiverPark Short Term High Yield Fund 1,041,047 427,798
RiverPark Long/Short Opportunity Fund 81,454 73,959
RiverPark/Gargoyle Hedged Value Fund 53,415 21,781
RiverPark Structural Alpha Fund 875 870
RiverPark Strategic Income Fund 488,999 99,218
There were no purchases or sales of long-term U.S. Government securities for
the year ended September 30, 2014.
5. In-Kind Contributions
As part of the Fund conversion on June 28, 2013, the RiverPark Structural Alpha
Fund received an in-kind contribution from the Wavecrest Partners Fund I L.P.,
which consisted of $7,310,149 of cash, purchased and written options and index
futures, which were recorded at their then current value. As a result of the
in-kind contribution, the RiverPark Structural Alpha Fund issued 731,015
Institutional Class Shares at a $10 per share net asset value.
The in-kind contribution was treated as a taxable transaction 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 GAAP. As a result, net investment income (loss) and net
realized gain (loss) on investment transactions for a reporting period may
differ significantly from distributions during the year. The book/tax
differences may be temporary or permanent. To the extent these differences are
permanent in nature, they are charged or credited to undistributed net
investment income (loss), accumulated net realized gain (loss) or paid-in
capital as appropriate, in the period that the difference arises.
Accordingly the following permanent differences are primarily attributable to
basis adjustments on carryover securities, distribution reclassifications, net
operating losses, losses on paydowns, investments in swaps, currency
transactions and REIT adjustments which have been classified to/from the
following components of net assets (000):
Undistributed Accumulated
Net Investment Realized
Fund Income (Loss) Gain (Loss) Paid-In Capital
--------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund $ 229 $ (229) $ --
RiverPark/Wedgewood Fund 27 (27) --
RiverPark Short Term High Yield Fund 140 (140) --
RiverPark Long/Short Opportunity Fund 938 (531) (407)
RiverPark/Gargoyle Hedged Value Fund -- 195 (195)
RiverPark Structural Alpha Fund 160 (160) --
RiverPark Strategic Income Fund 194 (194) --
These reclassifications have no impact on net assets or net asset value per
share.
--------------------------------------------------------------------------------
56
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
The tax character of dividends and distributions declared during the last two
years or periods ended September 30, 2014, was as follows (000):
Ordinary Long-Term
Fund Income Capital Gain Total
--------------------------------------------------------------------------------
RiverPark Large Growth Fund
2014 $ 204 $ 96 $ 300
2013 69 44 113
RiverPark/Wedgewood Fund
2014 5,539 13,987 19,526
2013 1,598 -- 1,598
RiverPark Short Term High Yield Fund
2014 33,765 -- 33,765
2013 18,265 -- 18,265
RiverPark Long/Short Opportunity Fund
2013 161 86 247
RiverPark/Gargoyle Hedged Value Fund
2014 254 199 453
2013 296 227 523
RiverPark Structural Alpha Fund
2014 20 138 158
RiverPark Strategic Income Fund
2014 12,621 -- 12,621
As of September 30, 2014 the components of distributable earnings/(accumulated
losses) on a tax basis were as follows (000):
Undistributed Undistributed
Ordinary Long-Term Capital Loss Post-October Late-Year
Income Capital Gain Carryforward Losses Loss Deferral
-----------------------------------------------------------------------
RiverPark Large Growth Fund $ 858 $ 769 $ -- $ -- $ --
RiverPark/Wedgewood Fund 31,640 55,325 -- -- --
RiverPark Short Term High Yield Fund 38 -- -- (894) --
RiverPark Long/Short Opportunity Fund -- -- (2,117) (1,404) (2,084)
RiverPark/Gargoyle Hedged Value Fund 180 3,074 -- -- --
RiverPark Structural Alpha Fund 79 298 -- -- --
RiverPark Strategic Income Fund 1,548 -- -- -- --
Total
Distributable
Unrealized Other Earnings
Appreciation Temporary (Accumulated
(Depreciation) Differences Losses)
-------------------------------------------
RiverPark Large Growth Fund $ 9,535 $ -- $ 11,162
RiverPark/Wedgewood Fund 259,989 -- 346,954
RiverPark Short Term High Yield Fund (4,385) -- (5,241)
RiverPark Long/Short Opportunity Fund 14,893 (1,902) 7,386
RiverPark/Gargoyle Hedged Value Fund 8,975 (657) 11,572
RiverPark Structural Alpha Fund 58 -- 435
RiverPark Strategic Income Fund (3,817) (10) (2,279)
Post-October losses represent losses realized on investment transactions from
November 1, 2013, through September 30, 2014, that, in accordance with Federal
income tax regulations, the Funds may elect to defer and treat as having arisen
in the following fiscal year.
Deferred late-year losses represent ordinary losses realized on investment
transactions from January 1, 2014 through September 30, 2014 and specified
losses realized on investment transactions from November 1, 2013 through
September 30, 2014. The RiverPark Long/Short Opportunity Fund elects to defer
the late-year loss and to treat it as having arisen in the following fiscal
year.
--------------------------------------------------------------------------------
57
Notes to Financial Statements
September 30, 2014
--------------------------------------------------------------------------------
6. Federal Tax Information (continued)
Under the Regulated Investment Company Modernization Act of 2010, the Funds are
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 are required to be utilized prior to the
losses incurred in pre-enactment taxable years. As a result of this ordering
rule, preenactment capital loss carryforwards may be more likely to expire
unused. Additionally, post-enactment capital losses that are carried forward
will retain their character as either short-term or long-term capital losses
rather than being considered all short-term as under previous law. Capital loss
carryforwards under the new provisions are as follows (000):
Fund Short Term Loss Long Term Loss Total
--------------------------------------------------------------------------------
RiverPark Long/Short Opportunity Fund $ 2,117 $ -- $ 2,117
During the year ended September 30, 2014, the RiverPark Short Term High Yield
Fund utilized capital loss carryforwards to offset capital gains as follows
(000):
FUND
--------------------------------------------------------------------------------
RiverPark Short Term High Yield Fund .................................. $ 112
For federal income tax purposes, the cost of securities owned at September 30,
2014, and the net realized gains or losses on securities sold for the period,
were different from amounts reported for financial reporting purposes,
primarily due to wash sales which cannot be used for federal income tax
purposes in the current year and have been deferred for use in future years.
The federal tax cost and aggregate gross unrealized appreciation and
depreciation on investments held by the Funds, excluding securities sold short
and purchased and written options, at September 30, 2014, were as follows
(000):
Aggregate Aggregate
Gross Gross Net Unrealized
Federal Tax Unrealized Unrealized Appreciation
Fund Cost Appreciation Depreciation (Depreciation)
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund $ 57,583 $ 10,429 $ (894) $ 9,535
RiverPark/Wedgewood Fund 1,648,030 295,548 (35,559) 259,989
RiverPark Short Term High Yield Fund 912,674 755 (5,140) (4,385)
RiverPark Long/Short Opportunity Fund 110,893 22,992 (5,952) 17,040
RiverPark/Gargoyle Hedged Value Fund 59,375 11,216 (2,232) 8,984
RiverPark Structural Alpha Fund 6,221 -- -- --
RiverPark Strategic Income Fund 517,135 1,934 (5,760) (3,826)
7. Risks
The RiverPark Short Term High Yield Fund and RiverPark Strategic Income Fund
invest a significant portion of their assets in fixed income securities. Fixed
income securities are subject to credit risk and market risk, including
interest rate risk. Credit risk is the risk of the issuer's inability to meet
its principal and interest payment obligations. Market risk is the risk of
price volatility due to such factors as interest rate sensitivity, market
perception of the creditworthiness of the issuer and general market liquidity.
The prices of securities in general and fixed-income securities in particular
tend to be sensitive to interest rate fluctuations. Unexpected fluctuations in
interest rates can result in significant changes in the prices of fixed-income
securities.
--------------------------------------------------------------------------------
58
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
The RiverPark Short Term High Yield Fund and RiverPark Strategic Income Fund
invest in fixed-income instruments which are or are deemed to be the equivalent
in terms of quality to securities rated below investment grade by Moody's
Investors Service, Inc. and Standard & Poor's Corporation and accordingly
involve great risk. Such securities are regarded as predominantly speculative
with respect to the issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligations and involve major risk to adverse
conditions. These securities offer higher returns than bonds with higher
ratings as compensation for holding an obligation of an issuer perceived to be
less creditworthy. Changes in economic conditions or developments regarding
issuers of non-investment grade debt securities are more likely to cause price
volatility and weaken the capacity of such issuers to make principal and
interest payments than is the case for higher grade debt securities. In
addition, the market for lower grade debt securities may be thinner and less
active than for higher grade debt securities.
The RiverPark Short Term High Yield Fund and RiverPark Strategic Income Fund
invest principally in high-yield securities. Such securities are generally not
exchange-traded and, as a result, these instruments trade in a smaller
secondary market than exchange-traded bonds. In addition, the Funds invest in
bonds of issuers that do not have publicly traded equity securities, making it
more difficult to hedge the risks associated with such investments. High-yield
securities that are below investment grade or unrated face ongoing
uncertainties and exposure to adverse business, financial or economic
conditions which could lead to the issuer's inability to meet timely interest
and principal payments.
The RiverPark Short Term High Yield Fund and RiverPark Strategic Income Fund
may invest in securities of companies that are experiencing significant
financial or business difficulties, including companies involved in bankruptcy
or other reorganization and liquidation proceedings. Although such investments
may result in significant returns to the Funds, they involve a substantial
degree of risk.
The RiverPark Long/Short Opportunity Fund is exposed to the risks of using
leverage and short sales. The RiverPark Long/Short Opportunity Fund may use
leverage. Leverage is the practice of borrowing money to purchase securities.
These investment practices involve special risks. Leverage can increase the
investment returns of the RiverPark Long/Short Opportunity Fund if the
securities purchased increase in value in an amount exceeding the cost of the
borrowing. However, if the securities decrease in value, the RiverPark
Long/Short Opportunity Fund will suffer a greater loss than would have resulted
without the use of leverage. A short sale is the sale by the RiverPark
Long/Short Opportunity Fund of a security which it does not own in anticipation
of purchasing the same security in the future at a lower price to close the
short position. A short sale will be successful if the price of the shorted
security decreases. However, if the underlying security goes up in price during
the period in which the short position is outstanding, the RiverPark Long/Short
Opportunity Fund will realize a loss. The risk on a short sale is unlimited
because the RiverPark Long/Short Opportunity Fund must buy the shorted security
at the higher price to complete the transaction. Therefore, short sales may be
subject to greater risks than investments in long positions. With a long
position, the maximum sustainable loss is limited to the amount paid for the
security plus the transaction costs, whereas there is no maximum attainable
price of the shorted security.
The RiverPark Long/Short Opportunity Fund, RiverPark/Gargoyle Hedged Value Fund
and RiverPark Structural Alpha Fund are able to invest in options which expose
investors to the risks inherent in trading options. These risks include, but
are not limited to, volatile movements in the price of the underlying
instrument and misjudgments as to the future prices of the options and/or the
underlying instrument. Increased option volatility can increase both the profit
potential and the risk associated with a fund's trading. While volatility can
be monitored and reacted to, there is no cost-effective means of hedging
against market volatility.
--------------------------------------------------------------------------------
59
Notes to Financial Statements
September 30, 2014
--------------------------------------------------------------------------------
7. Risks (continued)
Selling options creates additional risks. The seller of a "naked" call option
(or the seller of a put option who has a short position in the underlying
instrument) is subject to the risk of a rise in the price in the underlying
instrument above the strike price, which risk is reduced only by the premium
received for selling the option. In exchange for the proceeds received from
selling the call option (in lieu of an outright short position), the option
seller gives up (or will not participate in) all of the potential gain
resulting from a decrease in the price of the underlying instrument below the
strike price prior to expiration of the option.
The seller of a "naked" put option (or the seller of a call option who has a
long position in the underlying instrument) is subject to the risk of a decline
in price of the underlying instrument below the strike price, which risk is
reduced only by the proceeds received from selling the option. In exchange for
the premium received for selling the put option (in lieu of an outright long
position), the option seller gives up (or will not participate in) all of the
potential gain resulting from an increase in the price of the underlying
instrument above the strike price prior to the expiration of the option. Due to
the inherent leveraged nature of options, a relatively small adverse move in
the price of the underlying instrument may result in immediate and substantial
losses to a Fund.
The RiverPark Long/Short Opportunity Fund invests in swaps. The use of swaps is
a highly specialized activity that involves investment techniques, risk
analyses and tax planning different from those associated with ordinary
portfolio securities transactions. These transactions can result in sizeable
realized and unrealized capital gains and losses relative to the gains and
losses from the Fund's direct investments in the reference assets and short
sales. Transactions in swaps can involve greater risks than if the RiverPark
Long/Short Opportunity Fund had invested directly in the reference asset
because, in addition to general market risks, swaps are also subject to
illiquidity risk, counterparty risk, credit risk and valuation risk. Because
they are two-party contracts and because they may have terms of greater than
seven days, swap transactions may be considered to be illiquid. Moreover, the
Fund bears the risk of loss of the amount expected to be received under a swap
in the event of the default or bankruptcy of the swap counterparty. Some swaps
may be complex and valued subjectively. Swaps may also be subject to pricing or
"basis" risk, which exists when a particular swap becomes extraordinarily
expensive relative to historical prices or the price of corresponding cash
market instruments. Under certain market conditions it may not be economically
feasible to initiate a transaction or liquidate a position in time to avoid a
loss or take advantage of an opportunity. The prices of swaps can be very
volatile, and a variance in the degree of volatility or in the direction of the
price of the reference asset from the expectations may produce significant
losses in the Fund's investments in swaps. In addition, a perfect correlation
between a swap and an investment position may be impossible to achieve. As a
result, the Fund's use of swaps may not be effective in fulfilling the Fund's
investment strategies and may contribute to losses that would not have been
incurred otherwise. As a registered investment company, the Fund must "set
aside" liquid assets (often referred to as "asset segregation"), or engage in
other approved measures to "cover" open positions with respect to certain kinds
of derivatives instruments. The Fund reserves the right to modify its asset
segregation policies in the future to comply with any changes in the SEC's
positions regarding asset segregation.
The RiverPark Long/Short Opportunity Fund is exposed to counterparty credit
risk through its investment in swap contracts. The RiverPark Long/Short
Opportunity Fund bears the risk of loss of the amount expected to be received
under a swap agreement in the event of default or bankruptcy of the
counterparty, or if the counterparty fails to honor its obligations. The
RiverPark Long/Short Opportunity Fund has entered into swap agreements with a
single counterparty (Goldman Sachs International), focusing its exposure to the
counterparty credit risk of that single counterparty. Further, the swap
counterparty's obligation to the RiverPark Long/Short Opportunity Fund likely
will not be collateralized. The RiverPark Long/Short Opportunity Fund settles
swap agreements at least monthly.
--------------------------------------------------------------------------------
60
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
8. Other
On September 30, 2014, 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 61%
Retail Class Shares 94%
RiverPark/Wedgewood Fund
Institutional Class Shares 60%
Retail Class Shares 73%
RiverPark Short Term High Yield Fund
Institutional Class Shares 65%
Retail Class Shares 85%
RiverPark Long/Short Opportunity Fund
Institutional Class Shares 84%
Retail Class Shares 80%
RiverPark/Gargoyle Hedged Value Fund
Institutional Class Shares 24%
Retail Class Shares 78%
RiverPark Structural Alpha Fund
Institutional Class Shares 40%
Retail Class Shares 82%
RiverPark Strategic Income Fund
Institutional Class Shares 79%
Retail Class Shares 88%
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.
9. Unfunded Loan Commitments
At September 30, 2014, unfunded loan commitments for the RiverPark Short Term
High Yield Fund and RiverPark Strategic Income Fund were as follows (000):
Unfunded Commitments
-------------------------------------------------------
RiverPark Short RiverPark Strategic
Borrower Term High Yield Fund Income Fund
--------------------------------------------------------------------------------
Burger King $ 11,636 $ 6,454
CBS Outdoor 17,627 9,550
------------ ------------
$ 29,263 $ 16,004
============ ============
Subsequent to September 30, 2014, the loan commitment for CBS Outdoor was
settled and a 0.50% fee on the unfunded commitment was received by the
RiverPark Short Term High Yield Fund and RiverPark Strategic Income Fund.
10. 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.
--------------------------------------------------------------------------------
61
Report of Independent Registered Public Accounting Firm [RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
To the Shareholders and Board of Trustees
RiverPark Funds Trust
We have audited the accompanying statements of assets and liabilities,
including the schedules of investments, schedule of securities sold short,
schedules of open options purchased, schedules of open options written, and
schedule of total return swaps, of RiverPark Funds Trust (the "Trust"),
comprising RiverPark Large Growth Fund, RiverPark/Wedgewood Fund, RiverPark
Short Term High Yield Fund, RiverPark Long/Short Opportunity Fund,
RiverPark/Gargoyle Hedged Value Fund, RiverPark Structural Alpha Fund, and
RiverPark Strategic Income Fund (the "Funds") as of September 30, 2014, and the
related statements of operations for the year then ended, the statements of
changes in net assets for each of the two years in the period then ended, and
the financial highlights for each of the four years in the period then ended
for RiverPark Large Growth Fund, RiverPark/Wedgewood Fund, and RiverPark Short
Term High Yield Fund, and the related statements of operations for the year
then ended, the statements of changes in net assets for each of the two years
in the period then ended, and the financial highlights for each of the three
periods in the period then ended for RiverPark Long/Short Opportunity Fund and
RiverPark Gargoyle Hedged Value Fund, and the related statements of operations,
and statements of changes in net assets and financial highlights for the two
periods in the period then ended for RiverPark Structural Alpha Fund, and the
related statement of operations, and changes in net assets for each of the two
periods in the period then ended, and the financial highlights for the year in
the period then ended for RiverPark Strategic Income Fund. These financial
statements and financial highlights are the responsibility of the Funds'
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures
included confirmation of securities owned as of September 30, 2014, by
correspondence with the custodian and brokers or by other appropriate auditing
procedures where replies from brokers or counterparties were not received. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the Funds constituting RiverPark Funds Trust as of September 30, 2014, the
results of their operations, the changes in their net assets, and their
financial highlights for each of the periods indicated above, in conformity
with accounting principles generally accepted in the United States of America.
Our audit was conducted for the purpose of forming an opinion on each Fund's
financial statements and financial highlights as a whole. The information
presented on pages 1 through 17 and pages 64 through 74, which is the
responsibility of the Funds' management, is presented for purposes of
additional analysis and is not a required part of the basic financial
statements. Such information has not been subjected to the auditing procedures
applied in the audit of the financial statements, and, accordingly, we do not
express an opinion or provide any assurance on it.
COHEN FUND AUDIT SERVICES, LTD.
Cleveland, Ohio
November 28, 2014
--------------------------------------------------------------------------------
62
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
TRUSTEES AND OFFICERS OF THE TRUST (Unaudited)
Set forth below are the names, addresses, ages, position with the Trust, term
of office and length of time served, the principal occupations for the last
five years, number of portfolios in the Fund Complex overseen by Trustee, and
other directorships outside the Fund Complex of each of the persons currently
serving as Trustees and Officers of the Trust. The Trust's Statement of
Additional Information ("SAI") includes additional information about the
trustees and officers. The SAI may be obtained without charge by calling (888)
564-4517. The following chart lists Trustees and Officers as of September 30,
2014.
Principal
Name, Address, Position(s) Held Term of Office and Occupation(s) Number of Portfolios Other Directorships
and Age with the Trust Length of Time Served During Past Five Years in Fund Complex** held by Trustee
--------------------- ---------------------- --------------------- ------------------------ -------------------- -------------------
Richard Browne, Independent Trustee Indefinite; since President, Rector 7 None
156 West 56th Street, September 20, 2010 Management
17th Floor, New York, Corporation (since
NY 10019 (54) 1986).
--------------------- ---------------------- --------------------- ------------------------ -------------------- -------------------
Michael Cohen, Independent Trustee Indefinite; since Managing Partner, Coda 7 None
156 West 56th Street, September 20, 2010 Capital Partners (since
17th Floor, New York, 1999).
NY 10019 (55)
--------------------- ---------------------- --------------------- ------------------------ -------------------- -------------------
Ira Balsam, Independent Trustee Indefinite; since Chief Financial Officer, 7 None
156 West 56th Street, March 1, 2012 Avenue Capital
17th Floor, New York, Management II, L.P.
NY 10019 (49) (2/2002-12/31/2011)
--------------------- ---------------------- --------------------- ------------------------ -------------------- -------------------
Morty Schaja*, Interested Trustee, Indefinite; since Chief Executive Officer 7 None
156 West 56th Street, President and Chairman June 22, 2010 and Managing Partner,
17th Floor, New York, of the Board RiverPark Advisors,
NY 10019 (60) LLC and RiverPark
Capital Management
LLC (since 2009); Chief
Executive Officer and
Managing Partner,
RiverPark Capital LLC
(since 2006); President
and Chief Operating
Officer.
--------------------- ---------------------- --------------------- ------------------------ -------------------- -------------------
Mitch Rubin*, Interested Trustee Indefinite; since Chief Investment Officer 7 None
156 West 56th Street, September 20, 2010 and Managing Partner,
17th Floor, New York, RiverPark Advisors,
NY 10019 (48) LLC and RiverPark
Capital Management
LLC (since 2009); Chief
Investment Officer
and Managing Partner,
RiverPark Capital LLC
(2006 to 2008 and
since 2009).
--------------------- ---------------------- --------------------- ------------------------ -------------------- -------------------
--------------------------------------------------------------------------------
63
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
TRUSTEES AND OFFICERS OF THE TRUST (Unaudited) (Continued)
Principal
Name, Address, Position(s) Held Term of Office and Occupation(s) Number of Portfolios Other Directorships
and Age with the Trust Length of Time Served During Past Five Years in Fund Complex** held by Trustee
---------------------- -------------------- --------------------- ------------------------- -------------------- -------------------
Paul Genova, Secretary Since September 20, Chief Financial Officer, N/A N/A
156 West 56th Street, 2010 RiverPark Advisors,
17th Floor, New York, LLC and RiverPark
NY 10019 (38) Capital Management
LLC (since 2009);
Chief Financial Officer,
RiverPark Capital LLC
(since 2008); Controller,
K Squared Capital
Advisors, LP (2007 to
2008).
---------------------- -------------------- --------------------- ------------------------- -------------------- -------------------
Matt Kelly, Vice President Since September 20, Chief Marketing Officer N/A N/A
156 West 56th Street, 2010 and Partner, RiverPark
17th Floor, New York, Advisors, LLC and
NY 10019 (45) RiverPark Capital
Management LLC
(since 2010).
---------------------- -------------------- --------------------- ------------------------- -------------------- -------------------
Rami Abdel-Rahman, Treasurer and Chief Since June, 2014 Director, SEI N/A N/A
One Freedom Valley Financial Officer Investments, Fund
Drive, Oaks, PA 19456 Accounting since June
(40) 2014. Fund Accounting
Director, BNY Mellon
from 2006 to 2014.
---------------------- -------------------- --------------------- ------------------------- -------------------- -------------------
Brian Ferko, Chief Compliance Since September 20, Managing Director, N/A N/A
480 East Swedesford Officer 2010 Cipperman Compliance
Road, Suite 300 Services; formerly
Wayne, PA 19087 (43) with Aberdeen Asset
Management, BHR
Fund Advisers, Ardmore
Investment Partners
and Turner Investment
Partners.
---------------------- -------------------- --------------------- ------------------------- -------------------- -------------------
* Denotes Trustees who are "interested persons" of the Trust or Fund under the 1940 Act.
** The Fund complex includes each series of the Trust.
--------------------------------------------------------------------------------
64
Disclosure of Fund Expenses (Unaudited) [RIVERPARK FUNDS 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.
--------------------------------------------------------------------------------
65
Disclosure of Fund Expenses
(Unaudited) (continued) [RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
------------------------------------------------------------------- --- -------- --- -------- ----------- --- -------
Beginning Ending Net Expenses
Account Account Annualized Paid
Value Value Expense During
4/1/14 9/30/14 Ratios Period*
------------------------------------------------------------------- --- -------- --- -------- ----------- --- -------
RiverPark Large Growth Fund -- Institutional Class Shares
Actual Fund Return $ 1,000.00 $ 1,005.50 1.00% $ 5.03
Hypothetical 5% Return 1,000.00 1,020.05 1.00 5.06
------------------------------------------------------------------- --- -------- --- -------- ----------- --- -------
RiverPark Large Growth Fund -- Retail Class Shares
Actual Fund Return 1,000.00 1,003.90 1.25 6.28
Hypothetical 5% Return 1,000.00 1,018.80 1.25 6.33
------------------------------------------------------------------- --- -------- --- -------- ----------- --- -------
RiverPark/Wedgewood Fund -- Institutional Class Shares
Actual Fund Return 1,000.00 1,018.90 0.93 4.71
Hypothetical 5% Return 1,000.00 1,020.41 0.93 4.71
------------------------------------------------------------------- --- -------- --- -------- ----------- --- -------
RiverPark/Wedgewood Fund -- Retail Class Shares
Actual Fund Return 1,000.00 1,017.90 1.12 5.67
Hypothetical 5% Return 1,000.00 1,019.45 1.12 5.67
------------------------------------------------------------------- --- -------- --- -------- ----------- --- -------
RiverPark Short Term High Yield Fund -- Institutional Class Shares
Actual Fund Return 1,000.00 1,013.40 0.89 4.49
Hypothetical 5% Return 1,000.00 1,020.61 0.89 4.51
------------------------------------------------------------------- --- -------- --- -------- ----------- --- -------
RiverPark Short Term High Yield Fund -- Retail Class Shares
Actual Fund Return 1,000.00 1,010.10 1.19 6.00
Hypothetical 5% Return 1,000.00 1,019.10 1.19 6.02
------------------------------------------------------------------- --- -------- --- -------- ----------- --- -------
RiverPark Long/Short Opportunity Fund -- Institutional Class Shares
Actual Fund Return 1,000.00 979.50 3.29+ 16.33
Hypothetical 5% Return 1,000.00 1,008.57 3.29 16.57
------------------------------------------------------------------- --- -------- --- -------- ----------- --- -------
RiverPark Long/Short Opportunity Fund -- Retail Class Shares
Actual Fund Return 1,000.00 978.50 3.43+ 17.01
Hypothetical 5% Return 1,000.00 1,007.87 3.43 17.26
------------------------------------------------------------------- --- -------- --- -------- ----------- --- -------
RiverPark/Gargoyle Hedged Value Fund -- Institutional Class Shares
Actual Fund Return 1,000.00 1,023.80 1.25 6.34
Hypothetical 5% Return 1,000.00 1,018.80 1.25 6.33
------------------------------------------------------------------- --- -------- --- -------- ----------- --- -------
RiverPark/Gargoyle Hedged Value Fund -- Retail Class Shares
Actual Fund Return 1,000.00 1,023.10 1.50 7.61
Hypothetical 5% Return 1,000.00 1,017.55 1.50 7.59
------------------------------------------------------------------- --- -------- --- -------- ----------- --- -------
RiverPark Structural Alpha Fund -- Institutional Class Shares
Actual Fund Return 1,000.00 1,025.40 1.75 8.89
Hypothetical 5% Return 1,000.00 1,016.29 1.75 8.85
------------------------------------------------------------------- --- -------- --- -------- ----------- --- -------
RiverPark Structural Alpha Fund -- Retail Class Shares
Actual Fund Return 1,000.00 1,024.50 2.00 10.15
Hypothetical 5% Return 1,000.00 1,015.04 2.00 10.10
------------------------------------------------------------------- --- -------- --- -------- ----------- --- -------
RiverPark Strategic Income Fund -- Institutional Class Shares
Actual Fund Return 1,000.00 1,019.10 0.90 4.56
Hypothetical 5% Return 1,000.00 1,020.56 0.90 4.56
------------------------------------------------------------------- --- -------- --- -------- ----------- --- -------
RiverPark Strategic Income Fund -- Retail Class Shares
Actual Fund Return 1,000.00 1,016.90 1.24 6.27
Hypothetical 5% Return 1,000.00 1,018.85 1.24 6.28
------------------------------------------------------------------- --- -------- --- -------- ----------- --- -------
* Expenses are equal to the Fund's annualized expense ratio multiplied by
the average account value over the period, multiplied by 183/365 (to
reflect the one-half year period).
+ The annualized expense ratios include dividend expense and stock loan fees
incurred during the six month period.
--------------------------------------------------------------------------------
66
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
APPROVAL OF THE INVESTMENT ADVISORY AND INVESTMENT SUB-ADVISORY AGREEMENTS
At an in-person meeting (the "Meeting") of the Board of Trustees (the
"Trustees" or the "Board") of RiverPark Funds Trust (the "Trust"), held on
August 12, 2014, the Board, including the Trustees who are not "interested
persons" (the "Independent Trustees") as defined by the Investment Company Act
of 1940, as amended (the "1940 Act"), approved the continuance of the Amended
and Restated Investment Advisory Agreement (the "Advisory Agreement") between
RiverPark Advisors, LLC (the "Adviser") and the Trust, on behalf of the
RiverPark Large Growth Fund (the "Large Growth Fund"), RiverPark/Wedgewood Fund
(the "Wedgewood Fund"), RiverPark Short Term High Yield Fund (the "High Yield
Fund"), RiverPark Long/Short Opportunity Fund (the "Long/Short Fund"),
RiverPark/Gargoyle Hedged Value Fund (the "Gargoyle Fund"), RiverPark
Structural Alpha Fund (the "Structural Alpha Fund) and RiverPark Strategic
Income Fund (the "Strategic Income Fund and together with the Large Growth
Fund, the Wedgewood Fund, the High Yield Fund, the Long/Short Fund, the
Gargoyle Fund, and the Structural Alpha Fund, the "Funds"). In addition, the
Board and the Independent Trustees approved the continuance of the sub-advisory
agreements among: (i) the Adviser, the Trust, and Cohanzick Management, LLC, on
behalf of the RiverPark Short Term High Yield Fund and the RiverPark Strategic
Income Fund; (ii) the Adviser, the Trust and Wedgewood Partners, Inc., on
behalf of the RiverPark/Wedgewood Fund; and (iii) the Adviser, the Trust, and
Gargoyle Investment Advisor, LLC, on behalf of the RiverPark/Gargoyle Hedged
Value Fund (each a "Sub-Advisory Agreement" and collectively, the "Sub-Advisory
Agreements").
In considering the renewal of the Advisory Agreement and Sub-Advisory
Agreements, the Trustees received materials specifically relating to the
Advisory Agreement and Sub-Advisory Agreements. The Trustees relied upon the
advice of independent legal counsel and their own business judgment in
determining the material factors to be considered in evaluating the Advisory
Agreement and Sub-Advisory Agreements, and the weight to be given to each such
factor. The conclusions reached by the Trustees were based on a comprehensive
evaluation of all of the information provided and were not the result of any
one factor. Moreover, each Trustee may have afforded different weight to the
various factors in reaching his conclusions with respect to the Advisory
Agreement.
RiverPark Large Growth Fund, RiverPark/Wedgewood Fund, RiverPark Short Term
High Yield Fund, RiverPark Long/Short Opportunity Fund, RiverPark/Gargoyle
Hedged Value Fund, RiverPark Structural Alpha Fund, and RiverPark Strategic
Income Fund -- Adviser: RiverPark Advisors, LLC
Nature, Extent and Quality of Service. The Trustees noted that the Adviser
provides portfolio management services, trading, accounting, compliance and
marketing services to each of the Funds within the Trust. They further noted
that the Adviser directly manages the Large Growth Fund, Long/Short Fund, and
the Structural Alpha Fund and advises the Wedgewood Fund, the High Yield Fund,
the Strategic Income Fund and the Gargoyle Fund. The Board reviewed the
background information on the key investment personnel responsible for
servicing the Large Growth Fund, the Long/Short Fund and the Structural Alpha
Fund and was satisfied with their experience in managing each of the Funds and
implementing the Adviser's principal investment strategies. The Board also
discussed the Adviser's investment processes for the Large Growth Fund, the
Long/Short Fund, and the Structural Alpha Fund. The Board reviewed the
Adviser's investment management services provided to the Wedgewood Fund, the
Strategic Income Fund, the High Yield Fund and the Gargoyle Fund. The Trustees
next reviewed the risks associated with providing investment advisory services
to the Funds and the steps being taken by the Adviser to mitigate these risks.
The Board recognized and was comfortable with the Adviser's approach to
mitigating investment risk by thoroughly researching investments and
diversifying each portfolio with many holdings. The Board next discussed the
Adviser's relationship with the various sub-advisers and was comfortable with
the various steps taken when supervising each sub-advisory relationship. These
steps include obtaining an annual (or more frequent) certification from the
sub-
--------------------------------------------------------------------------------
67
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
APPROVAL OF THE INVESTMENT ADVISORY AND INVESTMENT SUB-ADVISORY AGREEMENTS
(Continued)
adviser regarding material compliance matters, description of the sub-adviser's
written annual compliance review, material changes in each sub-adviser's
investment management process, material changes to how brokers are selected and
average commission rate as well as other additional information. The Board
concluded the Adviser will continue to provide a high level quality of service
to each Fund for the benefit of the Fund's shareholders.
Performance. The Trustees reviewed the performance of each Fund and discussed
the performance relative to its peer group, Morningstar category and index. The
Adviser expressed to the Board that it continues to advise the Structural Alpha
Fund based on its belief that the Fund will be successful in the future. The
Board expressed that they were comfortable with the Adviser continuing to
advise the Structural Alpha Fund. The Trustees next discussed the contributions
of each of the sub-advisers to the overall performance of their respective Fund
and noted favorably the Adviser's ability to select and work with such high
quality sub-advisers for the benefit of each Fund's shareholders. After further
discussion, the Trustees concluded that each Fund's performance was reasonable.
Fees and Expenses. The Trustees discussed the advisory fees paid by each
Fund. The Trustees agreed that the advisory fee structure was fair and
competitive in comparison to other mutual funds as well as other accounts
managed by the Adviser. After discussion the Trustees, concluded that the
advisory fees were reasonable with respect to the Funds.
Economies of Scale. The Trustees considered the economies of scale and noted
that the Adviser agreed with the Board that they should consider breakpoints
when asset levels for a Fund reach specific levels. They further noted the
Adviser does not foresee any capacity limitations or obstacles to the growth of
the Funds that might in some way inhibit growth up to or past the anticipated
breakpoint levels. After discussion, the Board agreed that based on the current
size of each Fund, it does not appear that economies of scale had been reached
at this time, however, the matter would be revisited in the future as the
Funds' size increases.
Profitability. The Trustees reviewed the Adviser's financial statements. The
Board recognized that the Adviser was generally profitable for the year ended
December 31, 2013. The Board recognized the Wedgewood Fund and the High Yield
Fund both have attracted considerable assets over the last year and have become
profitable funds for the Adviser and their respective sub-advisers.
Additionally, the Trustees noted that the Long/Short Fund and Strategic Income
Fund are also at asset levels where each Fund is profitable and the Large
Growth Fund and Gargoyle Fund are above breakeven levels of assets. The Board
recognized that the Structural Alpha Fund was the only Fund in the Trust that
is currently below its breakeven level of assets. After a brief discussion, the
Trustees concluded that the Adviser's profitability was reasonable with respect
to each Fund.
Conclusion. Having requested and received such information from the Adviser
as the Trustees believed to be reasonably necessary to evaluate the terms of
the Advisory Agreement, and as assisted by the advice of Counsel, the Trustees
concluded that the fee structure is reasonable and that renewal of the Advisory
Agreement is in the best interests of the shareholders.
RiverPark Short Term High Yield Fund and RiverPark Strategic Income Fund --
Sub-Adviser: Cohanzick Management, LLC ("Cohanzick")
Nature, Extent and Quality of Service. The Trustees noted that since Cohanzick's
inception, it has explored investment management opportunities primarily focused
in high yield, credit opportunities as well as value and event-driven equities.
The Trustees recognized that Cohanzick's advised assets and assets under
--------------------------------------------------------------------------------
68
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
management are approximately $1.8 billion as of June 30, 2014 and continue to
grow. The Board reviewed the background information on the key investment
personnel who are responsible for servicing the High Yield Fund and the
Strategic Income Fund and was comfortable with their credentials. The Trustees
discussed Cohanzick's role as a sub-adviser to the High Yield Fund and the
Strategic Income Fund. Cohanzick provides day-to-day investment decisions
including but not limited to buy decisions, sell decisions, credit selection,
credit review and analysis and portfolio construction. The Board reviewed
Cohanzick's investment approach for the High Yield Fund and the Strategic Income
Fund. For the High Yield Fund, Cohanzick seeks high current income and capital
appreciation consistent with preservation of capital by investing in investment
grade and non-investment grade debt, preferred stock, convertible bonds, bank
loans, high yield bonds, and income producing equities. For the Strategic Income
Fund, Cohanzick will principally invest in investment grade and non-investment
grade "money good" securities for which the enterprise value of the issuing
company exceeds the value of the senior and pari-passu debt of the considered
investment. The Board noted that Cohanzick uses Wall Street research,
independent research, internal analysis and other sources when considering
investments. Additionally based on maturity horizons, yield horizons, and
securities available to purchase, Cohanzick evaluates the credit profile to
determine whether a security is accepted. The Board discussed that they were
comfortable with the strategies for the High Yield Fund and the Strategic Income
Fund and concluded that Cohanzick will continue to deliver high quality service
to each Fund and the Adviser for the benefit of the shareholders.
Performance. The Trustees considered the investment performance of the High
Yield Fund and the Strategic Income Fund. The Trustees recognized that since
inception on September 30, 2010 thru July 31, 2014, the High Yield Fund's net
annualized yield has been 3.97% for Institutional Shares and 3.70% on Retail
Shares. Since its inception at October 1, 2013 thru June 30, 2014, the
Strategic Income Fund's net annualized yield has been 7.22% on Institutional
Shares and 7.06% on Retail Shares. On June 30, 2014, the High Yield Fund's
assets under management was $899 million and the Strategic Income Fund's assets
under management was $471 million. The Trustees agreed that Cohanzick is
performing as expected and concluded that each Fund's performance was
reasonable.
Fees and Expenses. The Trustees discussed the sub-advisory fees paid by the
High Yield Fund and the Strategic Income Fund. The Trustees recognized they the
sub-advisory fees were on the higher side compared to each Fund's peer group
but recognized that there were other sub-advisory fees that were still
significantly higher. After discussion, the Trustees concluded that each
sub-advisory fee was reasonable with respect to the High Yield Fund and the
Strategic Income Fund.
Economies of Scale. The Trustees considered whether it is likely that
Cohanzick has realized economies of scale with respect to the management of
each Fund. The Trustees agreed that this was primarily an Adviser level issue
and should be considered with respect to the overall advisory contract, taking
into consideration the impact of the sub-advisory expense. After discussion, it
was the consensus of the Trustees that the lack of breakpoints at this time was
acceptable.
Profitability. The Trustees reviewed Cohanzick's financial statements. The
Board recognized that Cohanzick was profitable for the year ended December 31,
2013. After a brief discussion, the Trustees concluded that Cohanzick's
profitability was reasonable with respect to each of the Funds.
Conclusion. Having requested and received such information from Cohanzick as
the Trustees believed to be reasonably necessary to evaluate the terms of each
sub-advisory agreement, and as assisted by the advice of Counsel, the Trustees
concluded that the fee structure is reasonable and that renewal of the
Sub-Advisory Agreement is in the best interests of the shareholders of the High
Yield Fund and the Strategic Income Fund.
--------------------------------------------------------------------------------
69
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
APPROVAL OF THE INVESTMENT ADVISORY AND INVESTMENT SUB-ADVISORY AGREEMENTS
(Continued)
RiverPark/Wedgewood Fund -- Sub-Adviser: Wedgewood Partners ("Wedgewood")
Nature, Extent and Quality of Service. The Trustees noted that Wedgewood
offers the Wedgewood Fund the same investment philosophy, process and strategy
it has been offering its separate accounts for the past twenty plus years. The
Board reviewed the background information on the key investment personnel who
are responsible for servicing the Wedgewood Fund and was comfortable with their
credentials. The Board recognized that Wedgewood's investment philosophy is
imbued with significant, structural advantages relative to more common active
Large Cap Growth managers. The Trustees discussed Wedgewood's investment
strategy of a focused portfolio of twenty or so carefully researched and
studied, best-in-class growth companies; invested at compelling valuations as
well as prudently diversified, as to minimize like or competitive business
models that will serve a focused investor well in both favorable and difficult
market environments. The Board expressed that they are comfortable with
Wedgewood's investment approach and recognize that it has been a success thus
far. The Board also recognized that Wedgewood has a twenty year history of
conducting in-house, proprietary research that utilizes independent research
services, company filings, quarterly transcripts, trade publications, sell side
research and communication with management. The Board also noted that Wedgewood
attempts to mitigate their risk within the advisory business by implementing a
robust compliance program and adequate insurance lines. The Board discussed
that they were comfortable with the strategies for the Wedgewood Fund and
concluded that Wedgewood will continue to deliver high quality service to the
Fund and the Adviser for the benefit of the shareholders.
Performance. The Trustees considered the investment performance for
Wedgewood. The Board recognized that due to Wedgewood's investment philosophy
and process it has allowed them to outperform their benchmark, the Russell 1000
Growth Index. The Trustees agreed that the sub-adviser is performing as
expected and is contributing to the overall returns of the Wedgewood Fund. They
concluded that the performance was reasonable.
Fees and Expenses. The Trustees discussed the sub-advisory fee. They
considered Wedgewood's significance to the Wedgewood Fund and further noted the
fee is in line with other investment advisory contracts Wedgewood has with
other clients. The Trustees noted that the fee is also comparable and similar
to other funds with similar investment strategies. After discussion, the
Trustees concluded that the sub-advisory fee was reasonable with respect to the
Wedgewood Fund.
Economies of Scale. The Trustees considered whether it is likely that
Wedgewood has realized economies of scale with respect to the management of the
Fund. The Trustees agreed that this was primarily an Adviser level issue and
should be considered with respect to the overall advisory contract, taking into
consideration the impact of the sub-advisory expense. After discussion, it was
the consensus of the Trustees that the lack of breakpoints at this time was
acceptable.
Profitability. The Trustees reviewed Wedgewood's financial statements. The
Board recognized that Wedgewood was profitable for the year ended December 31,
2013. After a brief discussion, the Trustees concluded that Wedgewood's
profitability was reasonable with respect to the Wedgewood Fund.
Conclusion. Having requested and received such information from Wedgewood as
the Trustees believed to be reasonably necessary to evaluate the terms of the
sub-advisory agreement, and as assisted by the advice of Counsel, the Trustees
concluded that the fee structure is reasonable and that renewal of the
Sub-Advisory Agreement is in the best interests of the shareholders of the
Wedgewood Fund.
--------------------------------------------------------------------------------
70
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
RiverPark/Gargoyle Hedged Value Fund -- Sub-Adviser: Gargoyle Investment
Advisor, LLC ("Gargoyle")
Nature, Extent and Quality of Service. The Trustees discussed Gargoyle's
relationship with the Adviser. The Board noted that Gargoyle uses its
proprietary algorithm to determine which stocks should be bought or sold to
maintain a relative high profile that invests approximately 100% of the cash
available on a daily basis.
Gargoyle then communicates orders to execute these trades to the Adviser each
morning. The Trustees recognized that Gargoyle monitors the Gargoyle Fund's
option portfolio on a real time basis and executes the necessary trades to
maintain a net market exposure for the combined stock and option portfolio
within a band of long 35% and long 65%. The Board reviewed the background
information on the key investment personnel who are responsible for servicing
the Gargoyle Fund and was comfortable with their credentials. The Board
reviewed that Gargoyle relies on information provided by various sources
including Standard & Poor's, Bloomberg International, Activ Financial Systems,
Inc. and Options Metrics, LLC used by their in-house research and IT department
to generate the stock and option valuations that are used in their proprietary
systems. The output from these systems determine the investment decisions that
are made on an objective basis. The Board discussed that they were comfortable
with the strategies for the Gargoyle Fund and concluded that Gargoyle will
continue to deliver high quality service to the Gargoyle Fund and the Adviser
for the benefit of the shareholders.
Performance. The Trustees considered the investment performance of Gargoyle.
The Board noted that the Gargoyle Fund Institutional Shares returned 4.76% in
the quarter ended June 30, 2014 and had a year to date return of 8.83% . The
Trustees agreed that Gargoyle is performing as expected and is contributing to
the overall returns of the Gargoyle Fund. They concluded that the performance
was reasonable.
Fees and Expenses. The Trustees discussed the sub-advisory fee. They noted
that Gargoyle maintains a hedge fund and the management fee charged to the
hedge fund investors is comparable to that of the Gargoyle Fund. The Trustees
also noted that the sub-advisory fee was comparable and similar to other funds
in the same peer group as the Gargoyle Fund. The Trustees discussed the overall
fee structure and were comfortable with the fact that Gargoyle was receiving a
large percentage of fees. The Trustees concluded that the sub-advisory fee was
reasonable with respect to the Gargoyle Fund.
Economies of Scale. The Trustees considered whether it is likely that
Gargoyle has realized economies of scale with respect to the management of the
Gargoyle Fund. The Trustees agreed that this was primarily an Adviser level
issue and should be considered with respect to the overall advisory contract,
taking into consideration the impact of the sub-advisory expense. After
discussion, it was the consensus of the Trustees that the lack of breakpoints
at this time was acceptable.
Profitability. The Trustees reviewed Gargoyle's financial statements. The
Board recognized that Gargoyle was profitable for the year ended December 31,
2013. After a brief discussion, the Trustees concluded that Gargoyle's
profitability was reasonable with respect to the Gargoyle Fund.
Conclusion. Having requested and received such information from Gargoyle as
the Trustees believed to be reasonably necessary to evaluate the terms of the
Sub-Advisory Agreement, and as assisted by the advice of Counsel, the Trustees
concluded that the fee structure is reasonable and that renewal of the
sub-advisory agreement is in the best interests of the shareholders of the
Gargoyle Fund.
--------------------------------------------------------------------------------
71
[RIVERPARK FUNDS LOGO]
--------------------------------------------------------------------------------
NOTICE TO SHAREHOLDERS (Unaudited)
For shareholders that do not have a September 30, 2014 tax year end, this
notice is for informational purposes only. For shareholders with a September
30, 2014 tax year end, please consult your tax advisor as to the pertinence of
this notice. For the fiscal year ended September 30, 2014, the Funds are
designating the following items with regard to distributions paid during the
year.
Long Term Capital Ordinary Income Qualifying
Gains Distributions Distributions Total Distributions Dividends (1)
--------------------- ----------------- ------------------- --------------------
RiverPark Large Growth Fund 32% 68% 100% 75%
RiverPark/Wedgewood Fund 72% 28% 100% 81%
RiverPark Short Term High Yield Fund 0% 100% 100% 0%
RiverPark Long/Short Opportunity Fund 0% 0% 0% 0%
RiverPark/Gargoyle Hedged Value Fund 44% 56% 100% 100%
RiverPark Structural Alpha Fund 87% 13% 100% 0%
RiverPark Strategic Income Fund 0% 100% 100% 0%
Qualifying U.S. Government Qualified Interest Qualified Short-Term
Dividend Income (2) Interest (3) Income (4) Capital Gain (5)
--------------------- ----------------- ------------------- --------------------
RiverPark Large Growth Fund 75% 0% 1% 100%
RiverPark/Wedgewood Fund 81% 0% 0% 100%
RiverPark Short Term High Yield Fund 0% 0% 100% 0%
RiverPark Long/Short Opportunity Fund 0% 0% 0% 0%
RiverPark/Gargoyle Hedged Value Fund 100% 0% 0% 100%
RiverPark Structural Alpha Fund 0% 2% 0% 100%
RiverPark Strategic Income Fund 0% 0% 94% 100%
(1) Qualifying dividends represent dividends which qualify for the corporate
dividends received deduction and is reflected as a percentage of ordinary
income distributions (the total of short term capital gain and net
investment income distributions).
(2) The percentage in this column represents the amount of "Qualifying
Dividend Income" as created by the Jobs and Growth Tax Relief
Reconciliation Act of 2003 and is reflected as a percentage of ordinary
income distributions (the total of short term capital gain and net
investment income distributions). It is the intention of each of the
aforementioned funds to designate the maximum amount permitted by law.
(3) "U.S. Government Interest" represents the amount of interest that was
derived from direct U.S. Government obligations and distributed during the
fiscal year. This amount is reflected as a percentage of ordinary income.
Generally, interest from direct U.S. Government obligations is exempt from
state income tax. However, for shareholders who are residents of
California, Connecticut and New York, the statutory threshold requirements
were not satisfied to permit exemption of these amounts from state income.
(4) The percentage in this column represents the amount of "Interest Related
Dividends" as created by the American Jobs Creation Act of 2004 and is
reflected as a percentage of net investment income distributions that is
exempt from U.S. withholding tax when paid to foreign investors. The
provision that allows RICs to pass through "Interest Related Dividends"
expired after 12/31/13.
(5) The percentage in this column represents the amount of "Short-Term Capital
Gain Dividends" as created by the American Jobs Creation Act of 2004 and is
reflected as a percentage of short-term capital gain distributions that is
exempt from U.S. withholding tax when paid to foreign investors. The
provision that allows RICs to pass through "Short-Term Capital Gain
Dividends" expired after 12/31/13.
--------------------------------------------------------------------------------
72
(This page intentionally left blank)
INVESTMENT ADVISER
RiverPark Advisors, LLC
156 West 56th Street, 17th Floor
New York, New York 10019
CUSTODIAN
Brown Brothers Harriman & Co.
40 Water Street
Boston, Massachusetts 02109
PRIME BROKERS:
Goldman Sachs & Co.
200 West Street, 3rd Floor
New York, NY 10282
Credit Suisse Securities (USA) LLC
300 Conshohocken State Rd -- Ste 600
West Conshohocken, PA 19428
Interactive Brokers LLC
209 South LaSalle Street
Suite 1000
Chicago, IL 60604
TRANSFER AGENT
DST Systems, Inc.
333 West 11th Street, 5th Floor
Kansas City, Missouri 64105
ADMINISTRATOR
SEI Investments Global Funds Services
One Freedom Valley Drive
Oaks, Pennsylvania 19456
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Cohen Fund Audit Services, Ltd.
1350 Euclid Ave., Suite 800
Cleveland, Ohio 44115
DISTRIBUTOR
SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, Pennsylvania 19456
FUND COUNSEL
Blank Rome LLP
405 Lexington Avenue
New York, New York 10174-0208
This information must be preceded or accompanied by a
current prospectus for the Trust.
RPF-AR-001-0400
ITEM 2. CODE OF ETHICS.
A code of ethics, as defined in Item 2 of Form N-CSR, adopted by the registrant
and applicable to the registrant's principal executive officer and principal
financial officer, was in effect during the entire period covered by this
report.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The registrant's board of trustees has determined that Michael Cohen, member of
the registrant's Audit Committee, is an "audit committee financial expert" and
is "independent" as that term is defined in Item 3 of Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a)-(d) Aggregate fees billed to registrant for the fiscal years ended September
30, 2014 and September 30, 2013 for professional services rendered by
registrant's principal accountant were as follows:
--------------------------------------------------------------------------------
2014 2013
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(a) Audit Fees $94,000 $68,500
--------------------------------------------------------------------------------
(b) Audit-Related Fees $ - $ -
--------------------------------------------------------------------------------
(c) Tax Fees $20,000 $17,000
--------------------------------------------------------------------------------
(d) All Other Fees $ 2,100 $ -
--------------------------------------------------------------------------------
Audit Fees include amounts related to the audit of the registrant's annual
financial statements and services normally provided by the principal accountant
in connection with statutory and regulatory filings.
All Other Fees include amounts billed for products and services other than those
disclosed in paragraphs (a) through (c) of this Item. For the fiscal year ended
September 30, 2014, All Other Fees relate to the review of the March 31, 2014
Semi-Annual Report.
(e)(1) The registrant's Audit Committee has adopted, and the Board of Trustees
has ratified, an Audit and Non-Audit Services Pre-Approval Policy (the
"Policy"), which requires the registrant's Audit Committee to pre-approve all
audit and non-audit services provided by the principal accountant to the
registrant. The Policy also requires the Audit Committee to pre-approve any
engagement of the principal accountant to provide non-audit services to the
registrant's investment adviser, if the services relate directly to the
registrant's operations and financial reporting.
(e)(2) No services included in (b)-(d) above were approved pursuant to paragraph
(c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) The aggregate fees billed by registrant's principal accountant for non-audit
services rendered to the registrant, for non-audit services rendered to the
registrant's investment adviser, and for non-audit services rendered to entities
controlled by the adviser for the last fiscal year was $0.
(h) During the past fiscal year, all non-audit services provided by registrant's
principal accountant to either registrant's investment adviser or to any entity
controlling, controlled by, or under common control with registrant's investment
adviser that provides ongoing services to registrant were pre-approved by the
audit committee of registrant's board of trustees. Included in the audit
committee's pre-approval was the review and consideration as to whether the
provision of these non-audit services is compatible with maintaining the
principal accountant's independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable to open-end management investment companies.
ITEM 6. SCHEDULE OF INVESTMENTS.
See Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable to open-end management investment companies.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to open-end management investment companies.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT COMPANY AND
AFFILIATED PURCHASERS.
Not applicable to open-end management investment companies.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The certifying officers, whose certifications are included herewith, have
evaluated the registrant's disclosure controls and procedures within 90 days of
the filing date of this report. In their opinion, based on their evaluation,
the registrant's disclosure controls and procedures are adequately designed, and
are operating effectively to ensure, that information required to be disclosed
by the registrant in the reports it files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission's rules and
forms.
(b) There were no significant changes in the registrant's internal control over
financial reporting that occurred during the registrant's last fiscal half-year
that have materially affected, or are reasonably likely to materially affect,
the registrant's internal control over financial reporting.
ITEMS 12. EXHIBITS.
(a)(1) The registrant's code of ethics pursuant to Item 2 of Form N-CSR is
attached.
(a)(2) A separate certification for the principal executive officer and the
principal financial officer of the registrant as required by Rule 30a-2(a) under
the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(a)), are filed
herewith.
(b) Officer certifications as required by Rule 30a-2(b) under the Investment
Company Act of 1940, as amended (17 CFR 270.30a-2(b)) also accompany this filing
as an Exhibit.
--------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) RiverPark Funds Trust
By (Signature and Title)* /s/ Morty Schaja
-------------------------------------
Morty Schaja
President
Date: December 9, 2014
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ Morty Schaja
-------------------------------------
Morty Schaja
President
Date: December 9, 2014
By (Signature and Title)* /s/ Rami Abdel-Rahman
-------------------------------------
Rami Abdel-Rahman
Chief Financial Officer and Treasurer
Date: December 9, 2014
* Print the name and title of each signing officer under his or her
signature.