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, 2015
DATE OF REPORTING PERIOD: SEPTEMBER 30, 2015
ITEM 1. REPORTS TO STOCKHOLDERS.
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ANNUAL REPORT
SEPTEMBER 30, 2015
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RIVERPARK LARGE GROWTH FUND
Retail Class and Institutional Class Shares
RIVERPARK/WEDGEWOOD FUND
Retail Class and Institutional Class Shares
RIVERPARK SHORT TERM HIGH YIELD FUND
Retail Class and Institutional Class Shares
RIVERPARK LONG/SHORT OPPORTUNITY FUND
Retail Class and Institutional Class Shares
RIVERPARK STRUCTURAL ALPHA FUND
Retail Class and Institutional Class Shares
RIVERPARK STRATEGIC INCOME FUND
Retail Class and Institutional Class Shares
RIVERPARK FOCUSED VALUE FUND
Retail Class and Institutional Class Shares
Investment Adviser:
RiverPark Advisors, LLC
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TABLE OF CONTENTS
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Management's Discussion of Fund Performance and Analysis
RiverPark Large Growth Fund ............................................ 1
RiverPark/Wedgewood Fund ............................................... 3
RiverPark Short Term High Yield Fund ................................... 5
RiverPark Long/Short Opportunity Fund .................................. 7
RiverPark Structural Alpha Fund ........................................ 11
RiverPark Strategic Income Fund ........................................ 14
RiverPark Focused Value 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 Structural Alpha Fund ........................................ 26
RiverPark Strategic Income Fund ........................................ 28
RiverPark Focused Value Fund ........................................... 31
Statements of Assets and Liabilities ...................................... 32
Statements of Operations .................................................. 34
Statements of Changes in Net Assets ....................................... 36
Financial Highlights ...................................................... 40
Notes to Financial Statements ............................................. 44
Report of Independent Registered Public Accounting Firm ................... 58
Trustees and Officers of the Trust ........................................ 59
Disclosure of Fund Expenses ............................................... 61
Approval of the Investment Advisory and Investment Sub-Advisory
Agreements .............................................................. 63
Proxy Voting Results ...................................................... 67
Notice to Shareholders .................................................... 68
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.
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MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK LARGE GROWTH FUND
For the fiscal year ended September 30, 2015, the RiverPark Large Growth Fund
(the "Fund") lost 5.03% and 5.23% on its Institutional Class Shares and Retail
Class Shares, respectively, while the Russell 1000 Growth Index gained 3.17%
and the S&P 500 Index lost 0.61%.
Investment results for the fiscal year were not uniform across quarters. The
Institutional Class Shares gained 2.83% for the December quarter, 0.98% for the
March quarter, and 1.19% for the June quarter, and lost 9.61% 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 Telecommunication Services. The Fund's worst fiscal
year-to-date performing sectors were Energy, Consumer Discretionary, Materials
and Industrials. The Fund's best fiscal year-to-date performers were Equinix,
Starbucks, Dollarama, Visa and MasterCard. The Fund's worst fiscal year-to-date
performers were Southwestern Energy, Las Vegas Sands, Trimble Navigation,
Schlumberger and Wynn Resorts.
The RiverPark Large Growth Fund seeks to make investments in securities of
large capitalization companies, which it defines as those in excess of $5
billion. The Fund invests in what it believes are exciting growth businesses
with significant long-term growth potential, but patiently waits for
opportunities to purchase these companies at attractive prices. RiverPark
believes the style is best described as a "value orientation toward growth."
RiverPark believes that the current market environment provides it with an
opportunity to own a diversified portfolio of growth stocks at attractive
valuations. We are cautiously optimistic that we can achieve our long-term
objective of realizing above average rates of return over the next few years.
This represents the manager's assessment of the market environment at a
specific point in time and should not be relied upon by the reader as research
or investment advice.
The Russell 1000 Growth Index measures the performance of the large-cap growth
segment of the U.S. equity universe. It includes those Russell 1000 Index
companies with higher price-to-book ratios and higher forecasted growth
values.
The S&P 500 Index is an unmanaged market capitalization value weighted
composite index of 500 stocks.
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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, 2015
------------------------------------------------------------------------------------------------------
ANNUALIZED ANNUALIZED ANNUALIZED
ONE YEAR RETURN 3 YEAR RETURN 5 YEAR RETURN INCEPTION TO DATE*
------------------------------------------------------------------------------------------------------
Institutional Class Shares -5.03% 10.08% 12.22% 12.22%
------------------------------------------------------------------------------------------------------
Retail Class Shares -5.23% 9.80% 11.94% 11.94%
------------------------------------------------------------------------------------------------------
Russell 1000 Growth Index 3.17% 13.61% 14.47% 14.47%
------------------------------------------------------------------------------------------------------
S&P 500 Index -0.61% 12.40% 13.34% 13.34%
------------------------------------------------------------------------------------------------------
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Initial Investment Date 9/30/10 Sep 11 Sep 12 Sep 13 Sep 14 Sep 15
-------------------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund, Retail $10,000 $10,119 $13,275 $16,347 $18,544 $17,573
-------------------------------------------------------------------------------------------------------------
Russell 1000 Growth Index $10,000 $10,378 $13,407 $15,991 $19,053 $19,658
-------------------------------------------------------------------------------------------------------------
S&P 500 Index $10,000 $10,114 $13,169 $15,716 $18,818 $18,702
-------------------------------------------------------------------------------------------------------------
* 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.
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MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK/WEDGEWOOD FUND
For the fiscal year ended September 30, 2015, the RiverPark/Wedgewood Fund (the
"Fund") lost 3.52% and 3.83% on its Institutional Class Shares and Retail Class
Shares, respectively, while the Russell 1000 Growth Index gained 3.17% and the
S&P 500 Index lost 0.61%.
Investment results for the fiscal year were not uniform across quarters. The
Institutional Class Shares gained 5.25% for December quarter, 0.70% for the
March quarter, and lost 1.45% for the June quarter, and 7.64% 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 Health Care, Information
Technology, and Industrials. The Fund's worst fiscal year-to-date performing
sectors were Energy, Consumer Staples, Financials and Consumer Discretionary.
The Fund's best fiscal year-to-date performers were Cognizant Technology
Solutions, Visa, Express Scripts, Stericycle and Verisk Analytics. The Fund's
worst fiscal year-to-date performers were National Oilwell Varco, Qualcomm,
Schlumberger, Mead Johnson Nutrition and Coach.
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.
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COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE
RIVERPARK/WEDGEWOOD FUND, RETAIL CLASS SHARES, VERSUS THE RUSSELL 1000 GROWTH
INDEX AND THE S&P 500 INDEX
------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS FOR THE
PERIOD ENDED SEPTEMBER 30, 2015
------------------------------------------------------------------------------------------------------
ANNUALIZED ANNUALIZED ANNUALIZED
ONE YEAR RETURN 3 YEAR RETURN 5 YEAR RETURN INCEPTION TO DATE*
------------------------------------------------------------------------------------------------------
Institutional Class Shares -3.52% 9.15% 12.57% 12.57%
------------------------------------------------------------------------------------------------------
Retail Class Shares -3.83% 8.88% 12.30% 12.30%
------------------------------------------------------------------------------------------------------
Russell 1000 Growth Index 3.17% 13.61% 14.47% 14.47%
------------------------------------------------------------------------------------------------------
S&P 500 Index -0.61% 12.40% 13.34% 13.34%
------------------------------------------------------------------------------------------------------
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-------------------------------------------------------------------------------------------------------------
Initial Investment Date 9/30/10 Sep 11 Sep 12 Sep 13 Sep 14 Sep 15
-------------------------------------------------------------------------------------------------------------
RiverPark/Wedgewood Fund, Retail $10,000 $10,312 $13,836 $16,160 $18,569 $17,858
-------------------------------------------------------------------------------------------------------------
Russell 1000 Growth Index $10,000 $10,378 $13,407 $15,991 $19,053 $19,658
-------------------------------------------------------------------------------------------------------------
S&P 500 Index $10,000 $10,114 $13,169 $15,716 $18,818 $18,702
-------------------------------------------------------------------------------------------------------------
* 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.
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MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK SHORT TERM HIGH YIELD FUND
For the fiscal year ended September 30, 2015, the RiverPark Short Term High
Yield Fund (the "Fund") gained 1.72% and 1.47% on its Institutional Class
Shares and Retail Class Shares, respectively, while the BofA Merrill Lynch 1-3
Year U.S. Corporate Bond Index gained 1.12%, the BofA Merrill Lynch 1-Year U.S.
Treasury Index gained 0.25% and the BofA Merrill Lynch 0-3 Year U.S. High Yield
Index Excluding Financials lost 0.52%.
Investment results for the Fiscal Year were not uniform across quarters. The
Institutional Class Shares gained 0.77% for December quarter, 0.70% for the
March quarter, 0.54% for the June quarter, and lost 0.29% in the September
quarter.
The Fund realized positive contributions from its investments in four of its
five categories of investment. The Fund realized a contribution to its
performance of 0.96% in its investments in the Event-Driven Category, 0.76% in
Short Term Maturities, 0.61% in Redeemed Debt, 0.40% in Strategic Recap, and
lost 0.12% in Cushion Bonds investments.
The Fund continues to strive for an attractive yield while maintaining a
weighted average maturity of less than one year. As of September 30, 2015, 57%
of the Fund's invested portfolio is expected to mature or be repaid within 90
days, while 84% of the Fund's invested portfolio is expected to mature or be
repaid within 12 months. Over 62% 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 U.S. 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).
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COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE RIVERPARK SHORT
TERM HIGH YIELD FUND, RETAIL CLASS SHARES, VERSUS THE BOFA MERRILL LYNCH 1-3
YEAR U.S. CORPORATE BOND INDEX, 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, 2015
--------------------------------------------------------------------------------------------------------------------------------
ANNUALIZED ANNUALIZED ANNUALIZED
ONE YEAR RETURN 3 YEAR RETURN 5 YEAR RETURN INCEPTION TO DATE*
--------------------------------------------------------------------------------------------------------------------------------
Institutional Class Shares 1.72% 2.86% 3.41% 3.41%
--------------------------------------------------------------------------------------------------------------------------------
Retail Class Shares 1.47% 2.54% 3.11% 3.11%
--------------------------------------------------------------------------------------------------------------------------------
BofA Merrill Lynch 1-3 Year U.S. Corporate Bond Index 1.12% 1.56% 2.11% 2.11%
--------------------------------------------------------------------------------------------------------------------------------
BofA Merrill Lynch 1-Year U.S. Treasury Index 0.25% 0.27% 0.33% 0.33%
--------------------------------------------------------------------------------------------------------------------------------
BofA Merrill Lynch 0-3 Year U.S. High Yield Index
Excluding Financials -0.52% 3.29% 4.47% 4.47%
--------------------------------------------------------------------------------------------------------------------------------
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Initial Investment Date 9/30/10 Sep 11 Sep 12 Sep 13 Sep 14 Sep 15
----------------------------------------------------------------------------------------------------------------------------
RiverPark Short Term High Yield Fund, Retail $10,000 $10,306 $10,809 $11,149 $11,486 $11,655
----------------------------------------------------------------------------------------------------------------------------
BofA Merrill Lynch 1-3 Year Corporate Bond Index $10,000 $10,141 $10,598 $10,785 $10,981 $11,104
----------------------------------------------------------------------------------------------------------------------------
BofA Merrill Lynch 1-Year Treasury Index $10,000 $10,055 $10,082 $10,113 $10,139 $10,165
----------------------------------------------------------------------------------------------------------------------------
BofA Merrill Lynch 0-3 Year US High Yield ex-Financials $10,000 $10,220 $11,293 $12,071 $12,509 $12,444
----------------------------------------------------------------------------------------------------------------------------
* 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.
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MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK LONG/SHORT OPPORTUNITY FUND
For the fiscal year ended September 30, 2015, the RiverPark Long/Short
Opportunity Fund (the "Fund") lost 4.00% and 4.11% on its Institutional Class
Shares and Retail Class Shares respectively, while the S&P 500 Index lost 0.61%
and the Morningstar Long/Short Equity Category lost 2.41%. The average gross
and net month-end exposures of the Fund for the fiscal year were 161% and 59%
(long 110%, short 51%), respectively.
The Fund's long positions detracted approximately 3.2% for the fiscal year, as
compared to the performance of the broad stock market as measured by the S&P
500 Index which lost 0.6%. The Fund was positively affected by its short
positions which contributed 1.4% for the fiscal year ended September 30, 2015.
Our holdings in the short book declined approximately 2.7%, which was more than
the performance of the S&P 500 Index. We still 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 lost 0.38% for December quarter, gained 0.96% for
the March quarter, gained 3.12% for the June quarter, and lost 7.43% 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,
Information Technology, Industrials and Telecommunication Services. The Fund's
worst fiscal year-to-date performing sectors were Energy, Index, Materials,
Consumer Staples and Healthcare. The Fund's best fiscal year-to-date performers
were Dollarama, Equinix, Starbucks, Visa, and MasterCard. The Fund's worst
fiscal year-to-date performers were comprised of Southwestern Energy, Las Vegas
Sands, Wynn Resorts, Trimble Navigation and Schlumberger.
Derivatives, which were used to marginally leverage the long positions through
total return swaps or equity options, detracted approximately 2.0% from 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 at what
we believe are 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.
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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, 2015. 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, 2015.
COMMON STOCK, TOTAL RETURN SWAPS AND
PURCHASED OPTIONS:
GAAP NON-GAAP
EXPOSURE EXPOSURE
-------- --------
Akamai Technologies Inc
Equity Options* 0.0% --
----- ----
0.0% --
----- ----
Alliance Data Systems
Common Stock 2.2% 2.2%
Total Return Swap -- 0.5%
----- ----
2.2% 2.7%
----- ----
American Tower Corp
Common Stock 2.7% 2.7%
Total Return Swap -- 0.8%
----- ----
2.7% 3.5%
----- ----
Apollo Education Group Inc
Equity Options* 0.1% --
----- ----
0.1% --
----- ----
Apple Inc
Common Stock 2.3% 2.3%
Total Return Swap -- 0.4%
----- ----
2.3% 2.7%
----- ----
Cabot Oil & Gas Corp
Common Stock 0.8% 0.8%
Total Return Swap -- 0.2%
----- ----
0.8% 1.0%
----- ----
CME Group Inc
Common Stock 2.4% 2.4%
Total Return Swap -- 0.6%
----- ----
2.4% 3.0%
----- ----
Dollar Tree Inc
Common Stock 2.1% 2.1%
Total Return Swap -- 1.7%
----- ----
2.1% 3.8%
----- ----
eBay Inc
Common Stock 0.7% 0.7%
Total Return Swap -- 1.5%
----- ----
0.7% 2.2%
----- ----
GAAP NON-GAAP
EXPOSURE EXPOSURE
-------- --------
Electronic Arts
Equity Options* 0.0% --
----- ----
0.0% --
----- ----
Google Inc:
Google Inc, Class C
Common Stock 3.1% 3.1%
Total Return Swap -- 0.4%
Google Inc, Class A
Common Stock 3.2% 3.2%
Total Return Swap -- 0.2%
----- ----
6.3% 6.9%
----- ----
Las Vegas Sands Corp
Common Stock 2.5% 2.5%
Equity Options 0.0% 0.0%
Total Return Swap -- 0.2%
----- ----
2.5% 2.7%
----- ----
MasterCard Inc
Common Stock 1.0% 1.0%
Total Return Swap -- 1.6%
----- ----
1.0% 2.6%
----- ----
Priceline Group Inc
Common Stock 3.8% 3.8%
Total Return Swap -- 0.1%
----- ----
3.8% 3.9%
----- ----
QUALCOMM Inc
Common Stock 1.1% 1.1%
Total Return Swap -- 0.1%
----- ----
1.1% 1.2%
----- ----
SBA Communications Corp
Common Stock 1.3% 1.3%
Total Return Swap -- 0.1%
----- ----
1.3% 1.4%
----- ----
Schlumberger Ltd
Common Stock 1.8% 1.8%
Total Return Swap -- 1.0%
----- ----
1.8% 2.8%
----- ----
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MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK LONG/SHORT OPPORTUNITY FUND (UNAUDITED)
SUPPLEMENTAL DISCLOSURE (CONTINUED):
COMMON STOCK, TOTAL RETURN SWAPS AND
PURCHASED OPTIONS (CONTINUED):
GAAP NON-GAAP
EXPOSURE EXPOSURE
-------- --------
Southwestern Energy Co
Common Stock 2.2% 2.2%
Total Return Swap -- 0.8%
------- ------
2.2% 3.0%
------- ------
Visa Inc
Common Stock 2.0% 2.0%
Total Return Swap -- 0.6%
------- ------
2.0% 2.6%
------- ------
Walt Disney Co
Common Stock 0.4% 0.4%
Total Return Swap -- 2.1%
------- ------
0.4% 2.5%
------- ------
Wynn Resorts Ltd
Equity Options 0.0% 0.0%
------- ------
0.0% 0.0%
------- ------
Remaining Underliers
Common Stock 52.3% 52.3%
------- ------
Total, before
Time Deposit 88.0% 100.8%
------- ------
Time Deposit 9.3% 9.3%
------- ------
Total Common Stock, Total
Return Swaps & Purchased
Options, after Time Deposit 97.3% 110.1%
======= ======
SECURITIES SOLD SHORT AND WRITTEN OPTIONS:
GAAP NON-GAAP
EXPOSURE EXPOSURE
-------- --------
Akamai Technologies Inc
Equity Options* 0.0% -0.2%
------- ------
0.0% -0.2%
------- ------
Apollo Education Group Inc
Equity Options* 0.0% -0.1%
------- ------
0.0% -0.1%
------- ------
Electronic Arts
Equity Options* -0.1% -0.5%
------- ------
-0.1% -0.5%
------- ------
Remaining Underliers
Common Stock -48.2% -48.2%
------- ------
Total Securities Sold Short
and Written Options -48.3% -49.0%
======= ======
* Held both long (purchased) and short (written).
--------------------------------------------------------------------------------
9
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FUNDS
--------------------------------------------------------------------------------
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, 2015
------------------------------------------------------------------------------------------------------------
ANNUALIZED ANNUALIZED ANNUALIZED
ONE YEAR RETURN 3 YEAR RETURN 5 YEAR RETURN* INCEPTION TO DATE*
------------------------------------------------------------------------------------------------------------
Institutional Class Shares -4.00% 0.15% 6.80% 6.05%
------------------------------------------------------------------------------------------------------------
Retail Class Shares -4.11% -0.01% 6.67% 5.95%
------------------------------------------------------------------------------------------------------------
S&P 500 Index -0.61% 12.40% 13.34% 12.80%
------------------------------------------------------------------------------------------------------------
Morningstar Long/Short Equity Category -2.41% 4.20% 3.48% 3.16%
------------------------------------------------------------------------------------------------------------
[LINE GRAPH OMITTED - PLOT POINTS AS FOLLOWS]
------------------------------------------------------------------------------------------------------------------------------------
Initial Investment Date 9/30/09 Sep 10 Sep 11 Sep 12 Sep 13 Sep 14 Sep 15
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Long/Short Opportunity, Retail $10,000 $10,242 $10,708 $14,151 $14,215 $14,751 $14,145
------------------------------------------------------------------------------------------------------------------------------------
S&P 500 Index $10,000 $11,016 $11,142 $14,507 $17,313 $20,730 $20,603
------------------------------------------------------------------------------------------------------------------------------------
Morningstar Long/Short Equity Category $10,000 $10,160 $9,859 $10,655 $11,647 $12,389 $12,055
------------------------------------------------------------------------------------------------------------------------------------
* 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
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FUNDS
--------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK STRUCTURAL ALPHA FUND
For the fiscal year ended September 30, 2015, the RiverPark Structural Alpha
Fund (the "Fund") gained 0.46% on its Institutional Class Shares and 0.17% on
its Retail Class Shares, while the S&P 500 Index lost 0.61% and the Morningstar
Market Neutral Category lost 0.40%.
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, 2015, 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 61.7% and this component returned 1.6%.
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
40.9% and this component returned 1.4%.
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 27.8% and this component returned -1.0%.
4. Collateral: 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%.
The Fund seeks to deliver returns over the long term that are similar to those
of broad equity markets and volatility that is similar to that of broad fixed
income markets. 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 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 0.29.
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.
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.
--------------------------------------------------------------------------------
11
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FUNDS
--------------------------------------------------------------------------------
We believe that the structural reasons for this persistent spread between
implied and realized volatility will continue. By making systematic trade-offs
between potential upside participation for the possibility to generate more
stable returns, protect against downward moves, and reduce portfolio
volatility, we are 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.
The Performance attribution is gross of fees.
--------------------------------------------------------------------------------
12
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FUNDS
--------------------------------------------------------------------------------
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, 2015
---------------------------------------------------------------------------------------------------------------
ANNUALIZED ANNUALIZED ANNUALIZED
ONE YEAR RETURN 3 YEAR RETURN* 5 YEAR RETURN* INCEPTION TO DATE*
---------------------------------------------------------------------------------------------------------------
Institutional Class Shares 0.46% 3.53% 5.29% 7.68%
---------------------------------------------------------------------------------------------------------------
Retail Class Shares 0.17% 3.33% 5.17% 7.60%
---------------------------------------------------------------------------------------------------------------
S&P 500 Index -0.61% 12.40% 13.34% 9.12%
---------------------------------------------------------------------------------------------------------------
Morningstar Market Neutral Category -0.40% 0.78% 0.44% 0.09%
---------------------------------------------------------------------------------------------------------------
[LINE GRAPH OMITTED - PLOT POINTS AS FOLLOWS]
------------------------------------------------------------------------------------------------------------------------------------
Initial Investment Date 9/26/08 Sep 08 Sep 09 Sep 10 Sep 11 Sep 12 Sep 13 Sep 14 Sep 15
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Structural Alpha, Retail $10,000 $10,016 $11,788 $12,985 $13,205 $15,146 $15,862 $16,680 $16,709
------------------------------------------------------------------------------------------------------------------------------------
S&P 500 Index $10,000 $9,616 $8,952 $9,861 $9,974 $12,987 $15,498 $18,557 $18,443
------------------------------------------------------------------------------------------------------------------------------------
Morningstar Market Neutral Category $10,000 $10,023 $9,988 $9,843 $9,699 $9,830 $9,893 $10,103 $10,064
------------------------------------------------------------------------------------------------------------------------------------
* 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
26, 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.
--------------------------------------------------------------------------------
13
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FUNDS
--------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK STRATEGIC INCOME FUND
For the fiscal year ended September 30, 2015, the RiverPark Strategic Income
Fund (the "Fund") lost 1.63% and 1.98% on its Institutional Class Shares and
Retail Class Shares, respectively, while the Barclays U.S. Aggregate Bond Index
gained 2.94% and the Morningstar Multisector Bond Category lost 1.85%.
Investment results for the Fiscal Year were not uniform across quarters. The
Institutional Class Shares lost 0.36% for December quarter, gained 1.44% for
the March quarter, lost 0.02% for the June quarter, and lost 2.66% in the
September quarter.
The Fund realized positive contributions from its investments in four of its
seven categories of investment. The Fund realized a contribution to its
performance of 1.30% in its RiverPark Short Term High Yield Bond Fund Overlap
investments, 0.49% in Off the Beaten Path, 0.10% in Interest Rate Resets
(floaters, cushion bonds), and 0.03% in Hedges category. The Fund had
detraction to its performance of 1.40% in Priority Based (Above the Fray),
0.73% in Buy & Hold "Money Good" investments and 0.58% in the Other (ABS)
category of investments.
As of September 30, 2015, the Fund's net assets were weighted by category as
follows: 35.89% was held in RiverPark Short Term High Yield Bond Fund Overlap
investments, 33.41% in the Buy & Hold "Money Good" category, 6.72% in Off The
Beaten Path, 6.32% in Other (ABS), 6.2% in the Priority Based (Above the Fray),
3.37% in Interest Rate Resets (floaters, cushion bonds), with the remaining
8.09% in cash and cash equivalents. Across all categories, 68.6% of the net
assets were held in high yield securities and 23.2% was held in investment
grade securities. The Fund held 89 positions as of this date, 20 of which were
held in the RiverPark Short Term High Yield Bond Fund Overlap category and 69
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 & Poors, 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 Bond 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.
--------------------------------------------------------------------------------
14
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FUNDS
--------------------------------------------------------------------------------
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
BOND INDEX AND MORNINGSTAR MULTISECTOR BOND CATEGORY
--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS FOR THE
PERIOD ENDED SEPTEMBER 30, 2015
--------------------------------------------------------------------------------
ANNUALIZED
ONE YEAR RETURN INCEPTION TO DATE*
--------------------------------------------------------------------------------
Institutional Class Shares -1.63% 2.67%
--------------------------------------------------------------------------------
Retail Class Shares -1.98% 2.38%
--------------------------------------------------------------------------------
Barclays U.S. Aggregate Bond Index 2.94% 3.45%
--------------------------------------------------------------------------------
Morningstar Multisector Bond Category -1.85% 1.93%
--------------------------------------------------------------------------------
[LINE GRAPH OMITTED - PLOT POINTS AS FOLLOWS]
------------------------------------------------------------------------------------------------------------------------------------
Initial Investment Date 9/30/13 Dec 13 Mar 14 Jun 14 Sep 14 Dec 14 Mar 15 Jun 15 Sep 15
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Strategic Income Fund,
Retail $10,000 $10,248 $10,515 $10,706 $10,693 $10,648 $10,795 $10,786 $10,481
------------------------------------------------------------------------------------------------------------------------------------
Barclays US Aggregate Bond Index $10,000 $9,986 $10,170 $10,378 $10,396 $10,582 $10,752 $10,571 $10,701
------------------------------------------------------------------------------------------------------------------------------------
Morningstar Multi-Sector Bond Category $10,000 $10,197 $10,436 $10,694 $10,586 $10,547 $10,698 $10,621 $10,390
------------------------------------------------------------------------------------------------------------------------------------
* 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.
--------------------------------------------------------------------------------
15
[LOGO OMITTED] RIVERPARK
FUNDS
--------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK FOCUSED VALUE FUND
For the fiscal period ended September 30, 2015, the RiverPark Focused Value
Fund (the "Fund") lost 14.40% on both Institutional and Retail Class Shares,
while the Russell 1000 Value Index lost 8.30% and the Morningstar Large Value
category lost 8.57%.
Investment results for the fiscal period were not uniform across quarters. The
Institutional Class Shares lost 0.30% for the June quarter, and 14.14% 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 Industrials, Information
Technology, Financials and Health Care. The Fund's worst fiscal year-to-date
performing sectors were Consumer Discretionary, Energy, Materials and
Utilities. The Fund's best fiscal year-to-date performers were AutoZone,
McDonalds, Avago Technologies, Liberty Global Lilac and LyondellBasell
Industries. The Fund's worst fiscal year-to-date performers were Las Vegas
Sands, CF Industries Holdings, Calpine, Helmerich & Payne and Valeant
Pharmaceuticals International.
RiverPark Value seeks long-term capital appreciation by investing in large
capitalization US equity securities that the Fund's Investment Advisor believes
are trading at substantial discounts to intrinsic value. The Fund is a high
conviction strategy and intends to be concentrated, with generally 20-25
investments. The Fund's investments will generally fall into two categories:
high-quality businesses at reasonable prices and businesses impacted by
temporary challenges. The Fund seeks to invest in businesses that are durable
and predictable, run by shareholder-oriented management teams and where we
believe our internally generated projections of future cash flows when combined
with conservative valuation metrics can lead to expected returns in excess of
15% annually over a 3-5 year holding period. The Fund's investment approach is
bottom-up, fundamental, rigorous, research-intensive value-investing. 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 Value Index measures the performance of the large-cap value
segment of the U.S. equity universe. It includes those Russell 1000 companies
with lower price-to-book ratios and lower expected growth values.
The Morningstar Large Value Category measures the performance of large-cap
stocks with relatively low prices given anticipated per-share earnings, book
value, cash flow, sales and dividends.
--------------------------------------------------------------------------------
16
[LOGO OMITTED] RIVERPARK
FUNDS
--------------------------------------------------------------------------------
COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE RIVERPARK
FOCUSED VALUE FUND, RETAIL CLASS SHARES, VERSUS THE RUSSELL 1000 VALUE INDEX AND
MORNINGSTAR LARGE VALUE CATEGORY
--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS FOR THE
PERIOD ENDED SEPTEMBER 30, 2015
--------------------------------------------------------------------------------
CUMULATIVE INCEPTION TO DATE*
--------------------------------------------------------------------------------
Institutional Class Shares -14.40%
--------------------------------------------------------------------------------
Retail Class Shares -14.40%
--------------------------------------------------------------------------------
Russell 1000 Value Index -8.30%
--------------------------------------------------------------------------------
Morningstar Large Value Category -8.57%
--------------------------------------------------------------------------------
[LINE GRAPH OMITTED - PLOT POINTS AS FOLLOWS]
--------------------------------------------------------------------------------
Initial Investment Date 3/31/15 Jun 15 Sep 15
--------------------------------------------------------------------------------
RiverPark Focused Value Fund, Retail $10,000 $9,970 $8,560
--------------------------------------------------------------------------------
Russell 1000 Value Index $10,000 $10,011 $9,170
--------------------------------------------------------------------------------
Morningstar Large Value Category $10,000 $9,989 $9,143
--------------------------------------------------------------------------------
* Fund commenced operations on March 31, 2015.
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
[LOGO OMITTED] RIVERPARK RIVERPARK LARGE GROWTH FUND
FUNDS SEPTEMBER 30, 2015
--------------------------------------------------------------------------------
SECTOR WEIGHTING+
31.1% Financials
25.7% Information Technology
20.3% Consumer Discretionary
7.8% Energy
6.6% Short Term Investments
4.5% Health Care
2.6% Materials
1.4% Telecommunication Services
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE (000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
COMMON STOCK -- 92.0%**
Consumer Discretionary -- 19.9%
CarMax* 45,717 $ 2,712
Dollar Tree* 45,405 3,027
Dollarama^ 18,322 1,237
Las Vegas Sands 56,894 2,160
Priceline Group* 2,553 3,158
Starbucks 27,468 1,561
Walt Disney 19,727 2,016
---------
15,871
---------
Energy -- 7.7%
Cabot Oil & Gas, Cl A 36,810 805
EOG Resources 22,112 1,610
Schlumberger 30,088 2,075
Southwestern Energy* 127,055 1,612
---------
6,102
---------
Financials -- 30.6%
Affiliated Managers Group* 9,326 1,595
American Express 20,265 1,502
American Tower REIT, Cl A 31,576 2,778
Charles Schwab 78,765 2,249
CME Group, Cl A 26,183 2,428
Equinix REIT 13,956 3,816
Intercontinental Exchange 3,832 901
Realogy Holdings* 94,927 3,572
TD Ameritrade Holding 71,876 2,288
The Blackstone Group LP (a) 102,197 3,237
---------
24,366
---------
Health Care -- 4.4%
Intuitive Surgical* 2,286 1,051
Perrigo 15,661 2,463
---------
3,514
---------
Information Technology -- 25.4%
Alliance Data Systems* 7,882 2,041
Apple 20,751 2,289
eBay* 72,469 1,771
--------------------------------------------------------------------------------
SHARES/FACE
DESCRIPTION AMOUNT (000) VALUE (000)
--------------------------------------------------------------------------------
Facebook, Cl A* 36,048 $ 3,241
Google, Cl A* 4,021 2,567
Google, Cl C* 4,252 2,587
Mastercard, Cl A 22,528 2,030
QUALCOMM 14,778 794
Trimble Navigation* 50,264 825
Visa, Cl A 29,081 2,026
---------
20,171
---------
Materials -- 2.6%
Ecolab 7,127 782
Monsanto 9,923 847
Praxair 4,388 447
---------
2,076
---------
Telecommunication Services -- 1.4%
SBA Communications, Cl A* 10,841 1,135
---------
Total Common Stock
(Cost $69,708) (000) 73,235
---------
Time Deposit -- 6.5%
Brown Brothers Harriman,
0.030%, 10/01/15
(Cost $5,136) (000) $ 5,136 5,136
---------
Total Investments -- 98.5%
(Cost $74,844) (000) $ 78,371
=========
As of September 30, 2015, all of the Fund's investments were considered Level 1
in accordance with the authoritative guidance on fair value measurements and
disclosure under GAAP.
For the year ended September 30, 2015, there were no transfers between Level 1
and Level 2 assets and liabilities or between Level 2 and Level 3 assets and
liabilities.
Percentages are based on Net Assets of $79,597 (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 Partnership. At September 30, 2015,
these securities amounted to $3,237 (000) or 4.1% of Net Assets.
Cl -- Class
LP -- Limited Partnership
REIT -- Real Estate Investment Trust
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
18
[LOGO OMITTED] RIVERPARK RIVERPARK/WEDGEWOOD FUND
FUNDS SEPTEMBER 30, 2015
--------------------------------------------------------------------------------
SECTOR WEIGHTING+
31.5% Information Technology
15.7% Financials
12.7% Consumer Discretionary
12.5% Energy
10.6% Health Care
10.4% Industrials
6.2% Consumer Staples
0.4% Time Deposit
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE (000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
COMMON STOCK -- 99.6%**
Consumer Discretionary -- 12.7%
Coach 3,478,000 $ 100,619
LKQ* 2,590,000 73,452
Priceline Group* 74,700 92,393
---------
266,464
---------
Consumer Staples -- 6.2%
Kraft Heinz 749,000 52,864
Mead Johnson Nutrition 1,087,000 76,525
---------
129,389
---------
Energy -- 12.5%
Core Laboratories 625,500 62,425
National Oilwell Varco 2,328,000 87,649
Schlumberger 1,601,000 110,421
---------
260,495
---------
Financials -- 15.7%
Berkshire Hathaway, Cl B* 1,440,000 187,776
M&T Bank 1,151,000 140,365
---------
328,141
---------
Health Care -- 10.6%
Express Scripts Holding* 1,632,000 132,127
Perrigo 244,000 38,374
Varian Medical Systems* 680,000 50,170
---------
220,671
---------
Industrials -- 10.4%
Cummins 550,000 59,719
Stericycle* 469,000 65,336
Verisk Analytics, Cl A* 1,238,000 91,501
---------
216,556
---------
Information Technology -- 31.5%
Apple 1,553,000 171,296
Cognizant Technology Solutions, Cl A* 1,926,000 120,587
Google, Cl A* 134,000 85,541
PayPal Holdings* 1,693,000 52,551
QUALCOMM 2,946,000 158,289
--------------------------------------------------------------------------------
SHARES/FACE
DESCRIPTION AMOUNT (000) VALUE (000)
--------------------------------------------------------------------------------
Visa, Cl A 1,010,000 $ 70,356
---------
658,620
---------
Total Common Stock
(Cost $2,011,533) (000) 2,080,336
---------
Time Deposit -- 0.4%
Brown Brothers Harriman,
0.030%, 10/01/15
(Cost $8,274) (000) $ 8,274 8,274
---------
Total Investments -- 100.0%
(Cost $2,019,807) (000) $2,088,610
=========
As of September 30, 2015, all of the Fund's investments were considered Level 1
in accordance with the authoritative guidance on fair value measurements and
disclosure under GAAP.
For the year ended September 30, 2015, there were no transfers between Level 1
and Level 2 assets and liabilities or between Level 2 and Level 3 assets and
liabilities.
Percentages are based on Net Assets of $2,087,871 (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
[LOGO OMITTED] RIVERPARK RIVERPARK SHORT TERM HIGH YIELD FUND
FUNDS SEPTEMBER 30, 2015
--------------------------------------------------------------------------------
SECTOR WEIGHTING+
83.4% Consumer Discretionary
9.2% Loan Participation Notes
7.4% Time Deposit
0.0% Financials
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
FACE AMOUNT
DESCRIPTION (000) VALUE (000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
CORPORATE OBLIGATIONS -- 85.6%
Consumer Discretionary -- 21.6%
Accuride
9.500%, 08/01/18 $ 13,791 $ 13,894
American Achievement
10.875%, 04/15/16 (a) 24,617 24,432
Brightstar
9.500%, 12/01/16 (a) 32,961 33,291
Cablevision Systems
8.625%, 09/15/17 15,487 16,184
Cambium Learning Group
9.750%, 02/15/17 11,087 11,142
Checkers Drive-In Restaurants
11.000%, 12/01/17 (a) 16,450 17,519
Graton Economic Development
Authority
9.625%, 09/01/19 (a) 3,900 4,182
HD Supply
11.000%, 04/15/20 42,085 46,820
Office Depot
9.750%, 03/15/19 (a) 7,228 7,617
Pittsburgh Glass Works
8.000%, 11/15/18 (a) 12,514 13,014
---------
188,095
---------
Consumer Staples -- 6.8%
Central Garden and Pet
8.250%, 03/01/18 24,729 25,100
US Foods
8.500%, 06/30/19 32,554 33,775
---------
58,875
---------
Energy -- 1.3%
Sabine Pass LNG
7.500%, 11/30/16 11,355 11,667
---------
Financials -- 4.8%
Homefed
6.500%, 06/30/18 (a) 30,955 31,110
Omega Healthcare Investors
6.750%, 10/15/22 ++ 1,000 1,039
--------------------------------------------------------------------------------
FACE AMOUNT
DESCRIPTION (000) VALUE (000)
--------------------------------------------------------------------------------
Realogy Group
3.375%, 05/01/16 (a) $ 9,800 $ 9,776
---------
41,925
---------
Health Care -- 5.8%
Alere
8.625%, 10/01/18 45,264 46,240
Prospect Medical Holdings
8.375%, 05/01/19 (a) 4,137 4,333
---------
50,573
---------
Industrials -- 19.2%
AVINTIV Specialty Materials
7.750%, 02/01/19 44,376 46,096
Building Materials Corp of America
6.750%, 05/01/21 (a) 29,516 31,545
Dispensing Dynamics International
12.500%, 01/01/18 (a) 1,259 1,215
Dycom Investments
7.125%, 01/15/21 25,240 26,587
FTI Consulting
6.750%, 10/01/20 2,795 2,889
Quality Distribution
9.875%, 11/01/18 39,740 41,027
Roofing Supply Group
10.000%, 06/01/20 (a) 16,611 17,857
---------
167,216
---------
Information Technology -- 7.3%
Audatex North America
6.000%, 06/15/21 (a) 12,432 12,503
Sophia
9.750%, 01/15/19 (a) 31,255 33,622
SunGard Data Systems
7.375%, 11/15/18 17,003 17,386
---------
63,511
---------
Materials -- 7.1%
Beverage Packaging Holdings
Luxembourg II
5.625%, 12/15/16 (a) 19,480 19,261
Optima Specialty Steel
12.500%, 12/15/16 (a) 21,564 20,378
Rockwood Specialties Group
4.625%, 10/15/20 20,950 21,690
---------
61,329
---------
Telecommunication Services -- 11.7%
Goodman Networks
12.125%, 07/01/18 10,719 5,655
Level 3 Financing
3.914%, 01/15/18 (b) 10,151 10,176
Qwest
7.200%, 11/10/26 37,370 37,527
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
20
[LOGO OMITTED] RIVERPARK RIVERPARK SHORT TERM HIGH YIELD FUND
FUNDS SEPTEMBER 30, 2015
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FACE AMOUNT
DESCRIPTION (000)/SHARES VALUE (000)
--------------------------------------------------------------------------------
Sprint Communications
6.000%, 12/01/16 $ 12,069 $ 11,918
Telesat Canada
6.000%, 05/15/17 (a) 36,143 36,414
---------
101,690
---------
Total Corporate Obligations
(Cost $756,352) (000) 744,881
---------
Preferred Stock -- 0.0%
Affiliated Managers Group
5.250%, 10/15/22 1,788 45
Ares Capital
7.750%, 10/15/40 14,358 359
PS Business Parks
6.875%, 12/31/49 ++ 2,000 50
Public Storage
6.500%, 12/31/49 ++ 325 8
---------
Total Preferred Stock
(Cost $464) (000) 462
---------
Bank Loan Obligations -- 9.4%
Accellent
4.500%, 03/12/21 (c) 5,653 5,640
Energy Future Holdings
4.250%, 06/19/16 43,100 42,938
Lee Enterprises
7.250%, 03/31/19 13,820 13,821
Mediacom Communications
3.160%, 10/23/17 9,509 9,470
SunGard Data
3.945%, 02/28/17 (c) 4,631 4,624
SunGard Data Systems
4.000%, 03/08/20 (c) 5,286 5,278
---------
Total Bank Loan Obligations
(Cost $82,180) (000) 81,771
---------
Time Deposit -- 7.6%
Brown Brothers Harriman,
0.030%, 10/01/15
(Cost $66,203) 66,203 66,203
---------
Total Investments -- 102.6%
(Cost $905,199) (000) $ 893,317
=========
The following is a list of the inputs used as of September 30, 2015 in valuing
the Fund's investments carried at value (000), in accordance with the
authoritative guidance on fair value measurements and disclosure under U.S.
GAAP:
INVESTMENTS IN SECURITIES LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
------------------------- ------- ------- ------- ---------
Corporate Obligations $ -- $ 744,881 $ -- $ 744,881
Preferred Stock 462 -- -- 462
Bank Loan Obligations -- 81,771 -- 81,771
Time Deposit 66,203 -- -- 66,203
-------- --------- -------- ---------
Total Investments in Securities $ 66,665 $ 826,652 $ -- $ 893,317
======== ========= ======== =========
For the year ended September 30, 2015, there were no transfers between Level 1
and Level 2 assets and liabilities or between Level 2 and Level 3 assets and
liabilities.
Percentages are based on Net Assets of $870,270 (000).
(a) Securities sold within terms of a private placement memorandum, exempt
from registration under Section 144A of the Securities Act of 1933, as
amended, and may be sold only to dealers in that program or other
"accredited investors." These securities have been determined to be liquid
under guidelines established by the Board of Trustees.
(b) Variable rate security -- Rate disclosed is the rate in effect on
September 30, 2015.
(c) Unsettled bank loan.
++ Real Estate Investment Trust
Amounts designated as "--" are $0 or rounded to $0.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
21
[LOGO OMITTED] RIVERPARK RIVERPARK LONG/SHORT OPPORTUNITY FUND
FUNDS SEPTEMBER 30, 2015
--------------------------------------------------------------------------------
SECTOR WEIGHTING+
33.1% Financials
23.0% Information Technology
18.3% Consumer Discretionary
10.4% Time Deposit
8.4% Energy
4.4% Health Care
1.3% Telecommunication Services
1.1% Materials
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE (000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
COMMON STOCK -- 87.9%**
Consumer Discretionary -- 17.9%
CarMax* 63,160 $ 3,747
Dollar Tree*(a)(b) 34,403 2,294
Dollarama ++ 33,878 2,288
Imax*(a) 51,844 1,752
Las Vegas Sands(a)(b) 73,407 2,787
Priceline Group*(a)(b) 3,412 4,220
Starbucks(a) 39,689 2,256
Walt Disney(a)(b) 4,672 477
---------
19,821
---------
Energy -- 8.2%
Cabot Oil & Gas (a)(b) 39,587 865
EOG Resources 31,657 2,305
Marathon Petroleum 30,409 1,409
Schlumberger(a)(b) 29,454 2,031
Southwestern Energy*(a)(b) 192,663 2,445
---------
9,055
---------
Financials -- 32.5%
Affiliated Managers Group* 13,848 2,368
American Express(a) 30,943 2,294
American Tower REIT, Cl A (a)(b) 33,985 2,990
Charles Schwab(a) 126,858 3,623
CME Group, ClA (a)(b) 28,991 2,689
Equinix(a) 18,381 5,025
Intercontinental Exchange 5,686 1,336
Realogy Holdings*(a) 155,272 5,843
TD Ameritrade Holding (a) 108,410 3,452
The Blackstone Group LP (a)(c) 196,724 6,230
---------
35,850
---------
Health Care -- 4.3%
Intuitive Surgical*(a) 3,429 1,576
Perrigo 20,287 3,190
---------
4,766
---------
--------------------------------------------------------------------------------
SHARES/FACE
DESCRIPTION AMOUNT (000) VALUE (000)
--------------------------------------------------------------------------------
Information Technology -- 22.6%
Alliance Data Systems*(a)(b) 9,250 $ 2,395
Apple(a)(b) 23,034 2,541
eBay*(b) 33,473 818
Facebook, Cl A* 50,295 4,522
Google, ClA* (a)(b) 5,621 3,588
Google, ClC* (a)(b) 5,615 3,416
Mastercard, ClA (a)(b) 12,058 1,087
QUALCOMM(a)(b) 21,613 1,161
Trimble Navigation*(a) 70,005 1,150
Visa, ClA (a)(b) 31,739 2,211
WebMD Health, Cl A* 50,529 2,013
---------
24,902
---------
Materials -- 1.1%
Monsanto(a) 13,847 1,182
---------
Telecommunication Services -- 1.3%
SBA Communications, ClA* (a)(b) 13,584 1,423
---------
Total Common Stock
(Cost $87,701) (000) 96,999
---------
Time Deposit -- 9.3%
Brown Brothers Harriman,
0.030%, 10/01/15
(Cost $10,298) (000) $ 10,298 10,298
---------
Total Investments -- 97.2%
(Cost $97,999) (000) $ 107,297
=========
Schedule of Securities Sold Short
Common Stock -- (48.2)%
Consumer Discretionary -- (21.5)%
Abercrombie & Fitch, Cl A (13,747) $ (291)
Apollo Education Group, Cl A* (22,316) (247)
Best Buy (24,722) (918)
CBS, Cl B (17,040) (680)
Crocs* (44,180) (571)
DeVry Education Group (13,761) (374)
Dick's Sporting Goods (23,358) (1,159)
GameStop, Cl A (10,991) (453)
Gannett (46,446) (684)
Gap (26,274) (749)
Garmin (22,952) (824)
GNC Holdings, Cl A (12,654) (511)
Guess? (41,709) (891)
Hibbett Sports* (15,177) (531)
K12* (64,360) (801)
Kohl's (24,218) (1,122)
Live Nation Entertainment* (34,561) (831)
Lululemon Athletica* (17,792) (901)
Macy's (14,830) (761)
Omnicom Group (17,154) (1,131)
Publicis Groupe (16,411) (1,118)
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
22
[LOGO OMITTED] RIVERPARK RIVERPARK LONG/SHORT OPPORTUNITY FUND
FUNDS SEPTEMBER 30, 2015
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE (000)
--------------------------------------------------------------------------------
Scripps Networks Interactive, Cl A (26,226) $ (1,290)
Six Flags Entertainment (27,010) (1,236)
Sony ADR (41,564) (1,018)
Staples (46,717) (548)
Starz - Liberty Capital* (32,193) (1,202)
TEGNA (21,168) (474)
Thomson Reuters (17,521) (705)
Twenty-First Century Fox, Cl A (31,724) (856)
WPP (43,386) (901)
---------
(23,778)
---------
Consumer Staples -- (1.5)%
Coca-Cola (27,589) (1,107)
Kroger (16,678) (602)
---------
(1,709)
---------
Financials -- (2.3)%
Green Dot, Cl A* (80,311) (1,413)
Iron Mountain REIT (36,163) (1,122)
---------
(2,535)
---------
Health Care -- (0.6)%
Cerner* (10,373) (622)
---------
Industrials -- (2.9)%
Generac Holdings* (13,108) (394)
Nielsen Holdings (30,976) (1,378)
Pitney Bowes (44,326) (880)
Tyco International (15,687) (525)
---------
(3,177)
---------
Information Technology -- (16.2)%
Akamai Technologies* (15,236) (1,052)
Alibaba Group Holding ADR* (10,276) (606)
Cimpress* (21,968) (1,672)
Corning (49,177) (842)
EMC (23,822) (575)
Flextronics International* (83,111) (876)
Infosys ADR (67,559) (1,290)
Intel (27,503) (829)
International Business Machines (4,120) (597)
j2 Global (16,808) (1,191)
Lexmark International, Cl A (35,497) (1,029)
Microsoft (31,714) (1,404)
NetApp (18,376) (544)
NVIDIA (33,070) (815)
Oracle (22,849) (825)
SAP ADR (12,974) (841)
Teradata* (14,912) (432)
Western Union (72,607) (1,333)
Zillow Group, Cl A* (13,974) (401)
Zillow Group, Cl C* (27,948) (755)
---------
(17,909)
---------
--------------------------------------------------------------------------------
SHARES/
DESCRIPTION CONTRACTS VALUE (000)
--------------------------------------------------------------------------------
Telecommunication Services -- (3.2)%
AT&T (38,165) $ (1,244)
CenturyLink (28,913) (726)
Cogent Communications Holdings (18,976) (515)
Verizon Communications (24,364) (1,060)
---------
(3,545)
---------
Total Common Stock
(Proceeds $57,504) (000) (53,275)
---------
Total Securities Sold Short
(Proceeds $57,504) (000) $ (53,275)
=========
Schedule of Open Options Purchased
Purchased Options -- 0.2% *#
Akami Technologies, Put Option
Expires 01/15/16, Strike Price $55 53 $ 5
Apollo Group, Put Option
Expires 01/15/16, Strike Price $27 104 161
Electronic Arts, Put Option
Expires 01/15/16, Strike Price $40 85 1
Las Vegas Sands, Call Option
Expires 01/15/16, Strike Price $77.50 406 2
Wynn Resorts, Call Option
Expires 01/15/16, Strike Price $219 138 2
---------
Total Purchased Options
(Cost $260) (000) $ 171
=========
Schedule of Open Options Written
Written Options -- (0.1)% *#
Akami Technologies, Call Option
Expires 01/15/16, Strike Price $75 (53) $ (13)
Apollo Group, Call Option
Expires 01/15/16, Strike Price $40 (104) --
Electronic Arts, Call Option
Expires 01/15/16, Strike Price $55 (85) (116)
---------
Total Written Options
(Premiums Received $70) (000) $ (129)
=========
# See Note 2 in Notes to Financial Statements for additional information.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
23
[LOGO OMITTED] RIVERPARK RIVERPARK LONG/SHORT OPPORTUNITY FUND
FUNDS SEPTEMBER 30, 2015
--------------------------------------------------------------------------------
The following is a list of the inputs used as of September 30, 2015 in valuing
the Fund's investments, securities sold short, and other financial instruments
carried at value (000), in accordance with the authoritative guidance on fair
value measurements and disclosure under U.S. GAAP:
Investments in Securities Level 1 Level 2 Level 3 Total
------------------------- --------- -------- ------- -------
Common Stock $ 96,999 $ -- $ -- $ 96,999
Time Deposit 10,298 -- -- 10,298
--------- ------- ------ ---------
Total Investments in Securities $ 107,297 $ -- $ -- $ 107,297
========= ======= ====== =========
Securities Sold Short Level 1 Level 2 Level 3 Total
--------------------- --------- -------- ------- -------
Common Stock $ (53,275) $ -- $ -- $ (53,275)
--------- ------- ------ ---------
Total Securities Sold Short $ (53,275) $ -- $ -- $ 53,275)
========= ======= ====== =========
Other Financial Instruments Level 1 Level 2 Level 3 Total
--------------------------- --------- -------- ------- -------
Purchased Options $ 171 $ -- $ -- $ 171
Written Options (129) -- -- (129)
Total Return Swaps^ -- -- -- --
--------- ------- ------ ---------
Total Other Financial Instruments $ 42 $ -- $ -- $ 42
========= ======= ====== =========
^ As of September 30, 2015, the swaps are considered Level 2. See Note 2 in
Notes to Financial Statements for additional information.
For the year ended September 30, 2015, there were no transfers
between Level 1 and Level 2 assets and liabilities or between Level 2
and Level 3 assets and liabilities.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
24
[LOGO OMITTED] RIVERPARK RIVERPARK LONG/SHORT OPPORTUNITY FUND
FUNDS SEPTEMBER 30, 2015
--------------------------------------------------------------------------------
A list of open swap agreements held by the Fund at September 30, 2015 was as
follows:
------------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN SWAPS
------------------------------------------------------------------------------------------------------------------------------------
NET UNREALIZED
NOTIONAL APPRECIATION
REFERENCE ENTITY/ TERMINATION AMOUNT (DEPRECIATION)
COUNTERPARTY OBLIGATION FUND PAYS FUND RECEIVES DATE CONTRACTS (000) (000)
------------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs
International Alliance Data Systems Fed Funds 1-Day + 0.45% Total Return 09/13/16 2,156 $ 558 $ --
Goldman Sachs
International American Tower REIT Fed Funds 1-Day + 0.45% Total Return 10/14/15 9,923 873 --
Goldman Sachs
International Apple Fed Funds 1-Day + 0.45% Total Return 08/04/16 4,501 496 --
Goldman Sachs
International Cabot Oil & Gas Fed Funds 1-Day + 0.45% Total Return 10/14/15 8,601 188 --
Goldman Sachs
International CME Group Fed Funds 1-Day + 0.45% Total Return 10/14/15 7,191 667 --
Goldman Sachs
International Dollar Tree Fed Funds 1-Day + 0.45% Total Return 09/28/16 28,550 1,903 --
Goldman Sachs
International eBay Fed Funds 1-Day + 0.45% Total Return 06/14/16 67,136 1,641 --
Goldman Sachs
International Google, Cl A Fed Funds 1-Day + 0.45% Total Return 09/09/16 379 242 --
Goldman Sachs
International Google, Cl C Fed Funds 1-Day + 0.45% Total Return 09/09/16 808 492 --
Goldman Sachs
International Las Vegas Sands Fed Funds 1-Day + 0.45% Total Return 09/09/16 7,126 271 --
Goldman Sachs
International Mastercard Fed Funds 1-Day + 0.45% Total Return 09/06/16 19,358 1,745 --
Goldman Sachs
International Priceline Group Fed Funds 1-Day + 0.45% Total Return 06/06/16 66 82 --
Goldman Sachs
International QUALCOMM Fed Funds 1-Day + 0.45% Total Return 11/16/15 2,775 149 --
Goldman Sachs
International SBA Communications Fed Funds 1-Day + 0.45% Total Return 10/14/15 842 88 --
Goldman Sachs
International Schlumberger Fed Funds 1-Day + 0.45% Total Return 09/06/16 15,391 1,062 --
Goldman Sachs
International Southwestern Energy Fed Funds 1-Day + 0.45% Total Return 06/14/16 71,196 903 --
Goldman Sachs
International Visa Fed Funds 1-Day + 0.45% Total Return 06/06/16 8,734 608 --
Goldman Sachs
International Walt Disney Fed Funds 1-Day + 0.45% Total Return 08/04/16 22,528 2,302 --
------
$ --
======
Percentages are based on Net Assets of $110,442 (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) Some or all is pledged as collateral for securities sold short and open
options written in the total amount of $39,856 (000).
(b) Underlying security for a total return swap.
(c) Security considered Master Limited Partnership. At September 30, 2015,
these securities amounted to $6,230 (000) or 5.6% of Net Assets.
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
[LOGO OMITTED] RIVERPARK RIVERPARK STRUCTURAL ALPHA FUND
FUNDS SEPTEMBER 30, 2015
--------------------------------------------------------------------------------
SECTOR WEIGHTING+
54.8% U.S. Treasury Obligations
45.2% Time Deposit
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
FACE AMOUNT
(000)/
DESCRIPTION CONTRACTS VALUE (000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
U.S. TREASURY OBLIGATIONS -- 46.5%
U.S. Treasury Bill(a)(b)
0.050%, 11/27/15 $ 1,800 $ 1,800
0.022%, 10/29/15 3,500 3,500
0.015%, 11/19/15 1,500 1,500
0.000%, 01/21/16 1,500 1,500
---------
Total U.S. Treasury Obligations
(Cost $8,300) (000) 8,300
---------
Time Deposit -- 38.3%
Brown Brothers Harriman,
0.030%, 10/01/15
(Cost $6,851) (000) 6,851 6,851
---------
Total Investments -- 84.8%
(Cost $15,151) (000) $ 15,151
=========
Schedule of Open Options Purchased
Purchased Options -- 1.9% *++
CBOE S&P 500 Index, Call Option
Expires 02/29/16, Strike Price $1,925 9 $ 75
Expires 06/30/16, Strike Price $2,100 14 55
Expires 12/31/15, Strike Price $2,075 6 6
Expires 01/29/16, Strike Price $2,100 6 7
Expires 03/31/16, Strike Price $2,100 15 33
Expires 11/30/15, Strike Price $2,100 6 1
Expires 12/31/15, Strike Price $2,025 10 22
NASDAQ Euro Index, Call Option
Expires 06/17/16, Strike Price $4,475 4 65
S&P 500 Index, Call Option
Expires 03/18/16, Strike Price $2,100 10 20
Expires 06/17/16, Strike Price $2,050 10 54
---------
Total Purchased Options
(Cost $1,066) (000) $ 338
=========
--------------------------------------------------------------------------------
DESCRIPTION CONTRACTS VALUE (000)
--------------------------------------------------------------------------------
SCHEDULE OF OPEN OPTIONS WRITTEN
WRITTEN OPTIONS -- (4.1)% *++
C2 S&P 500 Index, Call Option
Expires 10/16/15, Strike Price $2,075 (3) $ --
C2 S&P 500 Index, Put Option
Expires 10/16/15, Strike Price $1,925 (3) (13)
CBOE S&P 500 Index, Call Option
Expires 10/02/15, Strike Price $2,000 (2) --
Expires 06/30/16, Strike Price $2,250 (14) (13)
Expires 11/30/15, Strike Price $2,175 (6) --
Expires 02/29/16, Strike Price $2,025 (9) (34)
Expires 10/30/15, Strike Price $1,950 (3) (8)
Expires 12/31/15, Strike Price $2,175 (10) (1)
Expires 12/31/15, Strike Price $2,150 (6) (1)
Expires 10/09/15, Strike Price $2,040 (3) --
Expires 10/09/15, Strike Price $2,015 (4) (2)
Expires 03/31/16, Strike Price $2,200 (15) (9)
Expires 10/23/15, Strike Price $2,000 (4) (3)
Expires 01/29/16, Strike Price $2,175 (6) (2)
Expires 10/30/15, Strike Price $1,995 (5) (6)
Expires 10/23/15, Strike Price $2,025 (3) (1)
CBOE S&P 500 Index, Put Option
Expires 10/02/15, Strike Price $1,800 (2) --
Expires 06/30/16, Strike Price $1,950 (7) (114)
Expires 11/30/15, Strike Price $2,100 (2) (39)
Expires 02/29/16, Strike Price $1,925 (3) (33)
Expires 12/31/15, Strike Price $2,075 (2) (36)
Expires 12/31/15, Strike Price $1,875 (5) (34)
Expires 10/30/15, Strike Price $1,800 (3) (5)
Expires 10/09/15, Strike Price $1,890 (3) (6)
Expires 10/09/15, Strike Price $1,865 (4) (5)
Expires 03/31/16, Strike Price $1,950 (5) (67)
Expires 10/23/15, Strike Price $1,825 (3) (5)
Expires 01/29/16, Strike Price $2,100 (2) (42)
Expires 10/30/15, Strike Price $1,845 (5) (12)
Expires 10/23/15, Strike Price $1,850 (4) (9)
NASDAQ Euro Index, Call Option
Expires 06/17/16, Strike Price $4,825 (4) (24)
NASDAQ Euro Index, Put Option
Expires 06/17/16, Strike Price $4,150 (2) (65)
S&P 500 Index, Call Option
Expires 03/18/16, Strike Price $2,250 (10) (4)
Expires 06/17/16, Strike Price $2,250 (10) (8)
S&P 500 Index, Put Option
Expires 03/18/16, Strike Price $1,975 (5) (72)
Expires 06/17/16, Strike Price $1,875 (5) (64)
---------
Total Written Options
(Premiums Received $997) (000) $ (737)
=========
++ See Note 2 in Notes to Financial Statements for additional information.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
26
[LOGO OMITTED] RIVERPARK RIVERPARK STRUCTURAL ALPHA FUND
FUNDS SEPTEMBER 30, 2015
--------------------------------------------------------------------------------
The open futures contracts held by the Fund at September 30, 2015 are as
follows:
NUMBER OF UNREALIZED
CONTRACTS EXPIRATION APPRECIATION
TYPE OF COUNTERPARTY TYPE OF CONTRACT LONG (SHORT) DATE (000)
-----------------------------------------------------------------------------------------
Interactive Brokers LLC S&P 500 Index E-MINI (46) Dec-2015 $ 170
======
See Note 2 in Notes to Financial Statements for more information regarding
futures collateral.
The following is a list of the inputs used as of September 30, 2015 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 U.S. GAAP:
Investments in Securities Level 1 Level 2 Level 3 Total
------------------------- -------- ------- ------- -------
U.S. Treasury Obligations $ 8,300 $ -- $ -- $ 8,300
Time Deposit 6,851 -- -- 6,851
-------- ------ ------ --------
Total Investments in Securities $ 15,151 $ -- $ -- $ 15,151
======== ====== ====== ========
Other Financial Instruments Level 1 Level 2 Level 3 Total
--------------------------- -------- ------- ------- -------
Purchased Options $ 338 $ -- $ -- $ 338
Written Options (737) -- -- (737)
Futures**
Unrealized Appreciation 170 -- -- 170
-------- ------ ------ --------
Total Other Financial Instruments $ (229) $ -- $ -- $ (229)
======== ====== ====== ========
** Futures contracts are valued at the unrealized appreciation on the
instrument. See Note 2 in Notes to Financial Statements for additional
information.
For the year ended September 30, 2015, there were no transfers
between Level 1 and Level 2 assets and liabilities or between Level 2
and Level 3 assets and liabilities.
Percentages are based on Net Assets of $17,872 (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 and futures contracts in the total
amount of $8,300 (000) (see Note 2 in Notes to Financial Statements).
CBOE -- Chicago Board Options Exchange
LLC -- Limited Liability Company
NASDAQ -- National Association of Securities Dealers Automated Quotations
S&P -- Standard & Poor's
Amounts designated as "-- " are $0 or rounded to $0.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
27
[LOGO OMITTED] RIVERPARK RIVERPARK STRATEGIC INCOME FUND
FUNDS SEPTEMBER 30, 2015
--------------------------------------------------------------------------------
SECTOR WEIGHTING+
75.9% Corporate Obligations
9.8% Time Deposit
6.0% Bank Loan Obligations
3.9% Commercial Paper
3.3% Asset-Backed Securities
0.8% Mortgage-Backed Securities
0.3% Preferred Stock
0.0% Warrants
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
FACE AMOUNT
DESCRIPTION (000) VALUE (000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
CORPORATE OBLIGATIONS -- 75.7%
Consumer Discretionary -- 18.6%
Accuride
9.500%, 08/01/18 $ 10,506 $ 10,585
American Achievement
10.875%, 04/15/16(a) 13,468 13,367
American Media
11.500%, 12/15/17 6,096 6,271
Brightstar
9.500%, 12/01/16(a) 8,077 8,158
Cablevision Systems
8.625%, 09/15/17 8,726 9,119
Caesars Entertainment Resort
Properties
8.000%, 10/01/20 4,504 4,301
Cambium Learning Group
9.750%, 02/15/17 12,432 12,494
Coach
4.250%, 04/01/25(d) 14,505 13,869
Ford Motor Credit
1.461%, 03/27/17(d) 1,000 995
HT Intermediate Holdings
12.000%, 05/15/19(a) 8,738 8,258
LBI Media
10.000%, 04/15/19(a) 7,845 7,992
Nathan's Famous
10.000%, 03/15/20(a) 2,786 2,932
Office Depot
9.750%, 03/15/19(a) 5,272 5,555
Postmedia Network
12.500%, 07/15/18 8,530 8,487
Wyndham Worldwide
2.950%, 03/01/17 6,287 6,366
---------
118,749
---------
Consumer Staples -- 8.0%
BI-LO
9.250%, 02/15/19(a) 3,664 3,719
Carolina Beverage Group
10.625%, 08/01/18(a) 5,802 5,831
--------------------------------------------------------------------------------
FACE AMOUNT
DESCRIPTION (000) VALUE (000)
--------------------------------------------------------------------------------
Central Garden and Pet
8.250%, 03/01/18 $ 17,716 $ 17,982
Simmons Foods
7.875%, 10/01/21(a) 5,284 4,894
Southern States Cooperative
10.000%, 08/15/21(a) 9,998 8,848
US Foods
8.500%, 06/30/19 9,701 10,065
---------
51,339
---------
Energy -- 1.0%
Express Pipeline
7.390%, 12/31/17(a) 1,055 1,059
Sanjel
7.500%, 06/19/19(a) 2,700 1,269
Westmoreland Coal
8.750%, 01/01/22(a) 4,995 4,108
---------
6,436
---------
Financials -- 10.2%
Consolidated-Tomoka Land
4.500%, 03/15/20(a) 5,560 5,564
Homefed
6.500%, 06/30/18(a) 24,076 24,196
Hunt Cos
9.625%, 03/01/21(a) 19,123 18,071
Lender Processing Services
5.750%, 04/15/23 7,191 7,640
Prospect Capital
5.750%, 03/15/18 5,000 4,900
Toll Road Investors Partnership
4.245%, 02/15/45(a)(b) 7,396 1,535
Toll Road Investors Partnership II
6.716%, 02/15/25(a)(b) 5,700 3,202
---------
65,108
---------
Health Care -- 3.1%
CHS
8.000%, 11/15/19 5,000 5,216
Prospect Medical Holdings
8.375%, 05/01/19(a) 13,986 14,650
---------
19,866
---------
Industrials -- 10.2%
Acuity Brands Lighting
6.000%, 12/15/19 1,000 1,106
America West Airlines Pass-Through
Trust, Ser 2000-1
8.057%, 07/02/20 573 654
Cleaver-Brooks
8.750%, 12/15/19(a) 4,763 4,525
Continental Airlines Pass-Through
Trust, Ser 2000-2, Cl A1
7.707%, 04/02/21 3,860 4,213
Continental Airlines Pass-Through
Trust, Ser 1999-2, Cl C2
6.236%, 03/15/20 621 663
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
28
[LOGO OMITTED] RIVERPARK RIVERPARK STRATEGIC INCOME FUND
FUNDS SEPTEMBER 30, 2015
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FACE AMOUNT
DESCRIPTION (000) VALUE (000)
--------------------------------------------------------------------------------
Continental Airlines Pass-Through
Trust, Ser 2007-1, Cl A
5.983%, 04/19/22 $ 1,253 $ 1,386
Dispensing Dynamics International
12.500%, 01/01/18(a) 5,085 4,907
HC2 Holdings
11.000%, 12/01/19(a) 12,695 12,187
Jac Holding
11.500%, 10/01/19(a) 1,945 1,920
PaperWorks Industries
9.500%, 08/15/19(a) 5,242 5,085
Quad
7.000%, 05/01/22 9,240 8,316
Quality Distribution
9.875%, 11/01/18 2,255 2,328
Techniplas
10.000%, 05/01/20(a) 5,720 5,348
Tempel Steel
12.000%, 08/15/16(a) 5,295 4,832
Waste Italia
10.500%, 11/15/19(a) 9,067 7,700
---------
65,170
---------
Information Technology -- 4.4%
Audatex North America
6.000%, 06/15/21(a) 9,068 9,120
Denali Borrower
5.625%, 10/15/20(a) 5,000 5,210
Fidelity National Information
Services
5.000%, 03/15/22(d) 3,925 4,105
Fiserv
3.500%, 10/01/22(d) 3,275 3,322
Leidos
7.125%, 07/01/32 5,833 6,174
---------
27,931
---------
Materials -- 11.2%
Beverage Packaging Holdings
Luxembourg II
5.625%, 12/15/16(a) 9,670 9,561
Hardwoods Acquisition
7.500%, 08/01/21(a) 2,272 2,136
Hexion
6.625%, 04/15/20 8,505 7,272
Lansing Trade Group
9.250%, 02/15/19(a) 16,624 16,167
NWH Escrow
7.500%, 08/01/21(a) 6,794 6,216
Optima Specialty Steel
12.500%, 12/15/16(a) 9,745 9,209
Rockwood Specialties Group
4.625%, 10/15/20 17,443 18,059
Verso Paper Holdings
11.750%, 01/15/19 13,389 2,917
---------
71,537
---------
--------------------------------------------------------------------------------
FACE AMOUNT
DESCRIPTION (000) VALUE (000)
--------------------------------------------------------------------------------
Telecommunication Services -- 9.0%
Cox Communications
5.500%, 10/01/15 $ 13,000 $ 13,000
Goodman Networks
12.125%, 07/01/18 8,014 4,227
Level 3 Financing
8.625%, 07/15/20 7,050 7,385
MHGE Parent
8.500%, 08/01/19(a) 4,800 4,794
Qwest
6.750%, 12/01/21(d) 5,000 5,303
SBA Tower Trust
3.598%, 04/15/18(a) 6,385 6,426
Sprint Communications
6.000%, 12/01/16 8,886 8,775
Telesat Canada
6.000%, 05/15/17(a) 7,924 7,984
---------
57,894
---------
Total Corporate Obligations
(Cost $514,263) (000) 484,030
---------
Commercial Paper -- 3.9%
Ford Motor Credit
0.940%, 10/06/15(b) 20,000 19,998
TELUS
0.591%, 10/14/15(b) 5,000 5,000
---------
Total Commercial Paper
(Cost $24,996) (000) 24,998
---------
Asset-Backed Securities -- 3.3%
Other Asset-Backed Securities -- 3.3%
Applebee's Funding, Ser 2014-1,
Cl A2
4.277%, 09/05/44(a) 2,500 2,562
Countrywide Asset-Backed
Certificates, Ser 2006-SPS2, Cl A
0.519%, 05/25/26(c) 595 1,309
Countrywide Asset-Backed
Certificates, Ser 2006-SPS1, Cl A
0.419%, 12/25/25(c) 151 471
Master Asset Vehicle II,
Ser 2009-2U, Cl A1
0.213%, 07/15/56(b)(c) 17,829 16,714
---------
Total Asset-Backed Securities
(Cost $20,240) (000) 21,056
---------
Mortgage-Backed Securities -- 0.8%
Non-Agency Mortgage-Backed Obligations -- 0.8%
Structured Asset Mortgage
Investments II Trust, Ser 2005-
AR8, Cl A4
1.664%, 02/25/36(c) 6,389 2,875
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
29
[LOGO OMITTED] RIVERPARK RIVERPARK STRATEGIC INCOME FUND
FUNDS SEPTEMBER 30, 2015
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FACE AMOUNT
(000)/SHARES/
NUMBER OF
WARRANTS/
DESCRIPTION CONTRACTS VALUE (000)
--------------------------------------------------------------------------------
Structured Asset Mortgage
Investments II Trust, Ser 2006-
AR3, Cl 12A3
0.464%, 05/25/36(c) $ 6,864 $ 2,506
---------
Total Mortgage-Backed Securities
(Cost $6,003) (000) 5,381
---------
Preferred Stock -- 0.4%
Southwestern Energy*
6.250%, 01/15/18(d)
(Cost $3,568) (000) 71,000 2,207
---------
Warrants -- 0.0%
Lee Enterprises*
(Cost $--) (000) 96,200 24
---------
Bank Loan Obligations -- 6.0%
Energy Future Holdings
4.250%, 06/19/16 11,400 11,357
Hampton Rubber
5.000%, 03/27/21 4,557 3,919
Lee Enterprises
12.000%, 12/15/22 6,071 6,298
7.250%, 03/31/19 3,039 3,039
Marsico Holdings
5.375%, 12/31/22 16,346 2,002
Maueser-Werke
8.750%, 07/31/22 6,500 6,388
Newpage
9.500%, 02/11/21 10,364 5,584
---------
Total Bank Loan Obligations
(Cost $48,217) (000) 38,587
---------
Time Deposit -- 9.9%
Brown Brothers Harriman,
0.030%, 10/01/15
(Cost $63,075) (000) 63,075 63,075
---------
Total Investments -- 100.0%
(Cost $680,362) (000) $ 639,358
=========
Schedule of Open Options Written
Written Options -- 0.0%*++
iShares iBoxx $ High Yield
Corporate Bond ETF, Call Option
Expires 12/18/15, Strike Price $89 (1,000) $ (15)
Southwestern Energy, Call Option
Expires 12/18/15, Strike Price $26 (250) (1)
---------
Total Written Options
(Premiums Received $155) (000) $ (16)
=========
A list of the open forward foreign currency contracts held by the Fund at
September 30, 2015 is as follows++:
Currency Currency Unrealized
to Deliver to Receive Depreciation
Counterparty Settlement Date (000) (000) (000)
--------------------------------------------------------------------------------
Brown Brothers
Harriman 10/8/15 EUR 8,415 USD 9,353 $ (51)
======
++ See Note 2 in Notes to Financial Statements for additional information.
The following is a list of the inputs used as of September 30, 2015 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 U.S. GAAP:
Investments in Securities Level 1 Level 2 Level 3 Total
------------------------- -------- --------- -------- ---------
Corporate Obligations $ -- $ 484,030 $ -- $ 484,030
Commercial Paper -- 24,998 -- 24,998
Asset-Backed Securities -- 21,056 -- 21,056
Mortgage-Backed Securities -- 5,381 -- 5,381
Preferred Stock 2,207 -- -- 2,207
Warrants -- 24 -- 24
Bank Loan Obligations -- 38,587 -- 38,587
Time Deposit 63,075 -- -- 63,075
-------- --------- ----- ---------
Total Investments in Securities $ 65,282 $ 574,076 $ -- $ 639,358
======== ========= ===== =========
Other Financial Instruments Level 1 Level 2 Level 3 Total
--------------------------- -------- --------- -------- ---------
Written Options $ (16) $ -- $ -- $ (16)
Forwards **
Unrealized Depreciation (51) -- -- (51)
-------- --------- ----- ---------
Total Other Financial Instruments $ (67) $ -- $ -- $ (67)
======== ========= ===== =========
** Forward contracts are valued at the unrealized depreciation on the
instrument. See Note 2 in Notes to Financial Statements for additional
information.
For the year ended September 30, 2015, there were no transfers between Level 1
and Level 2 assets and liabilities or between Level 2 and Level 3 assets and
liabilities.
Percentages are based on Net Assets of $639,284 (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, 2015.
(d) Some or all is pledged as collateral for open options written in the total
amount of $25,493 (000).
Cl -- Class
ETF -- Exchange Traded Fund
EUR -- Euro
Ser -- Series
USD -- United States Dollar
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
30
[LOGO OMITTED] RIVERPARK RIVERPARK FOCUSED VALUE FUND
FUNDS SEPTEMBER 30, 2015
--------------------------------------------------------------------------------
SECTOR WEIGHTING+
16.6% Energy
14.6% Consumer Discretionary
13.3% Time Deposit
13.3% Materials
13.1% Information Technology
9.9% Financials
8.2% Health Care
8.0% Utilities
3.0% Industrials
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
DESCRIPTION SHARES VALUE (000)
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
COMMON STOCK -- 88.3%
Consumer Discretionary -- 14.8%
Las Vegas Sands 85,200 $ 3,235
Liberty Global, Cl A* 43,300 1,859
Liberty Global LiLAC, Cl A* 880 30
Liberty Interactive QVC Group, Cl A* 51,100 1,340
---------
6,464
---------
Energy -- 16.9%
Helmerich & Payne 38,700 1,829
Magellan Midstream Partners LP (a) 23,300 1,401
Marathon Petroleum 70,200 3,252
National Oilwell Varco 23,000 866
---------
7,348
---------
Financials -- 10.1%
American Tower REIT, Cl A 15,500 1,364
KKR & Co., LP (a) 62,300 1,045
The Blackstone Group LP (a) 63,300 2,005
---------
4,414
---------
Health Care -- 8.4%
Express Scripts Holding* 22,400 1,814
Valeant Pharmaceuticals International* 10,300 1,837
---------
3,651
---------
Industrials -- 3.1%
Macquarie Infrastructure 18,000 1,344
---------
Information Technology -- 13.3%
Avago Technologies 15,000 1,875
Western Digital 49,500 3,932
---------
5,807
---------
Materials -- 13.5%
CF Industries Holdings 69,635 3,127
LyondellBasell Industries, Cl A 16,300 1,359
Praxair 13,700 1,395
---------
5,881
---------
--------------------------------------------------------------------------------
SHARES/FACE
DESCRIPTION AMOUNT(000) VALUE (000)
--------------------------------------------------------------------------------
Utilities -- 8.2%
Calpine* 243,800 $ 3,559
---------
Total Common Stock
(Cost $43,573) (000) 38,468
---------
Time Deposit -- 13.6%
Brown Brothers Harriman,
0.030%, 10/01/15
(Cost $5,922) (000) $ 5,922 5,922
---------
Total Investments -- 101.9%
(Cost $49,495) (000) $ 44,390
=========
As of September 30, 2015, all of the Fund's investments were considered Level 1
in accordance with the authoritative guidance on fair value measurements and
disclosure under GAAP.
For the period ended September 30, 2015, there were no transfers between Level
1 and Level 2 assets and liabilities or between Level 2 and Level 3 assets and
liabilities.
Percentages are based on Net Assets of $43,563 (000).
* Non-income producing security.
(a) Security considered Master Limited Partnership. At September 30, 2015,
these securities amounted to $4,451 (000) or 10.2% of Net Assets.
Cl -- Class
LP -- Limited Partnership
REIT -- Real Estate Investment Trust
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
31
STATEMENTS OF ASSETS AND LIABILITIES (000) [LOGO OMITTED] RIVERPARK
SEPTEMBER 30, 2015 FUNDS
--------------------------------------------------------------------------------
RIVERPARK RIVERPARK
RIVERPARK LARGE RIVERPARK/ SHORT TERM LONG/SHORT
GROWTH FUND WEDGEWOOD FUND HIGH YIELD FUND OPPORTUNITY FUND
--------------- -------------- --------------- ----------------
Assets:
Investments in Securities, at Value (Note 2) $ 78,371 $ 2,088,610 $ 893,317 $ 107,297
Purchased Options, at Value -- -- -- 171
Deposits with Brokers for Securities Sold Short -- -- -- 54,976
Receivable for Investment Securities Sold 1,118 -- -- 1,689
Receivable for Capital Shares Sold 217 3,591 1,832 98
Receivable for Dividend and Interest Income 30 1,249 19,515 32
Prepaid Expenses 15 103 43 13
Cash Collateral on Swap Contracts -- -- -- 1,000
------------- --------------- ------------- ------------
Total Assets 79,751 2,093,553 914,707 165,276
------------- --------------- ------------- ------------
Liabilities:
Securities Sold Short, at Value (Note 2) -- -- -- 53,275
Written Options, at Value (Note 2) -- -- -- 129
Payable Due to Shareholder Servicing Agent (Note 3) 48 465 181 7
Payable Due to Adviser (Note 3) 42 1,158 469 147
Payable for Capital Shares Redeemed 33 3,193 1,747 153
Payable Due to Administrative Services Plan,
Institutional Class Shares (Note 3) 5 152 93 66
Payable Due to Administrative Services Plan,
Retail Class Shares (Note 3) 7 116 96 1
Payable Due to Administrator 6 156 63 8
Income Distribution Payable -- -- 363 --
Payable for Swap Reset -- -- -- 748
Dividends Payable on Securities Sold Short -- -- -- 92
Payable for Investment Securities Purchased -- -- 41,234 183
Payable Due to Trustees -- 1 -- --
Chief Compliance Officer Fees Payable -- 3 1 --
Other Accrued Expenses 13 438 190 25
------------- --------------- ------------- ------------
Total Liabilities 154 5,682 44,437 54,834
------------- --------------- ------------- ------------
Net Assets $ 79,597 $ 2,087,871 $ 870,270 $ 110,442
============= =============== ============= ============
Net Assets Consist of:
Paid-in Capital $ 75,026 $ 1,935,560 $ 889,883 $ 106,119
Accumulated Undistributed Net Investment Income
(Accumulated Net Investment Loss) 481 5,875 106 (1,484)
Accumulated Net Realized Gain (Loss) on
Investments, Securities Sold Short, Purchased
and Written Options and Swap Contracts 563 77,633 (7,837) (7,572)
Net Unrealized Appreciation (Depreciation) on
Investments and Securities Sold Short 3,527 68,803 (11,882) 13,527
Net Unrealized Depreciation on Purchased and
Written Options -- -- -- (148)
------------- --------------- ------------- ------------
Net Assets $ 79,597 $ 2,087,871 $ 870,270 $ 110,442
============= =============== ============= ============
Investments in Securities, at Cost $ 74,844 $ 2,019,807 $ 905,199 $ 97,999
Securities Sold Short, Proceeds -- -- -- 57,504
Purchased Options, at Cost -- -- -- 260
Written Options, Premiums Received -- -- -- 70
Net Assets - Institutional Class Shares(1) $ 34,963,038 $ 1,975,998,447 $ 666,035,838 $ 97,196,063
============= =============== ============= ============
Net Assets - Retail Class Shares(1) $ 44,633,983 $ 111,872,398 $ 204,234,578 $ 13,245,992
============= =============== ============= ============
Institutional Class Shares:
Outstanding Shares of Beneficial Interest(1)
(Unlimited Authorization -- No Par Value) 2,065,011 116,682,565 68,094,370 9,631,945
============= =============== ============= ============
Retail Class Shares:
Outstanding Shares of Beneficial Interest(1)
(Unlimited Authorization -- No Par Value) 2,661,480 6,685,055 20,944,094 1,321,013
============= =============== ============= ============
Institutional Class Shares:
Net Asset Value, Offering and Redemption
Price Per Share -- Institutional Class Shares $16.93 $16.93 $9.78 $10.09
============= =============== ============= ============
Retail Class Shares:
Net Asset Value, Offering and Redemption
Price Per Share -- Retail Class Shares $16.77 $16.73 $9.75 $10.03
============= =============== ============= ============
(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.
--------------------------------------------------------------------------------
32
STATEMENTS OF ASSETS AND LIABILITIES (000) [LOGO OMITTED] RIVERPARK
SEPTEMBER 30, 2015 FUNDS
--------------------------------------------------------------------------------
RIVERPARK STRUCTURAL RIVERPARK STRATEGIC RIVERPARK FOCUSED
ALPHA FUND INCOME FUND VALUE FUND
-------------------- ------------------- -----------------
Assets:
Investments in Securities, at Value (Note 2) $ 15,151 $ 639,358 $ 44,390
Purchased Options, at Value 338 -- --
Deposits with Brokers for Futures and Options 3,291 368 --
Receivable for Investment Securities Sold 18 3,577 --
Receivable for Capital Shares Sold -- 1,851 1
Receivable for Dividend and Interest Income -- 11,604 32
Prepaid Expenses 12 44 36
Deferred Offering Costs -- -- 32
------------- ------------- -------------
Total Assets 18,810 656,802 44,491
------------- ------------- -------------
Liabilities:
Written Options, at Value (Note 2) 737 16 --
Payable Due to Shareholder Servicing Agent (Note 3) 1 187 --
Payable Due to Adviser (Note 3) 19 346 20
Payable for Capital Shares Redeemed 90 1,577 --
Payable Due to Administrative Services Plan,
Institutional Class Shares (Note 3) 4 48 8
Payable Due to Administrative Services Plan,
Retail Class Shares (Note 3) 1 50 --
Payable Due to Administrator 1 47 3
Income Distribution Payable -- 176 --
Payable for Investment Securities Purchased 2 14,903 888
Chief Compliance Officer Fees Payable -- 1 --
Variation Margin Payable 79 -- --
Unrealized Depreciation on Forward Foreign
Currency Contracts -- 51 --
Other Accrued Expenses 4 116 9
------------- ------------- -------------
Total Liabilities 938 17,518 928
------------- ------------- -------------
Net Assets $ 17,872 $ 639,284 $ 43,563
============= ============= =============
Net Assets Consist of:
Paid-in Capital $ 17,938 $ 691,350 $ 48,553
Accumulated Undistributed Net Investment Income
(Accumulated Net Investment Loss) (186) 67 149
Accumulated Net Realized Gain (Loss) on Investments,
Purchased and Written Options and Futures Contracts 418 (11,217) (34)
Net Unrealized Depreciation on Investments -- (41,004) (5,105)
Net Unrealized Appreciation (Depreciation) on
Purchased and Written Options (468) 139 --
Net Unrealized Appreciation on Futures Contracts 170 -- --
Net Unrealized Depreciation on Forward Foreign
Currency Contracts -- (51) --
------------- ------------- -------------
Net Assets $ 17,872 $ 639,284 $ 43,563
============= ============= =============
Investments in Securities, at Cost $ 15,151 $ 680,362 $ 49,495
Purchased Options, at Cost 1,066 -- --
Written Options, Premiums Received 997 155 --
Net Assets - Institutional Class Shares(1) $ 14,645,957 $ 247,726,147 $ 43,199,562
============= ============= =============
Net Assets - Retail Class Shares(1) $ 3,225,960 $ 391,558,126 $ 362,988
============= ============= =============
Institutional Class Shares:
Outstanding Shares of Beneficial Interest(1)
(Unlimited Authorization -- No Par Value) 1,446,217 26,110,137 5,044,378
============= ============= =============
Retail Class Shares:
Outstanding Shares of Beneficial Interest(1)
(Unlimited Authorization -- No Par Value) 320,274 41,293,251 42,412
============= ============= =============
Institutional Class Shares:
Net Asset Value, Offering and Redemption
Price Per Share -- Institutional Class Shares $10.13 $9.49 $8.56
============= ============= =============
Retail Class Shares:
Net Asset Value, Offering and Redemption
Price Per Share -- Retail Class Shares $10.07 $9.48 $8.56
============= ============= =============
(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.
--------------------------------------------------------------------------------
33
STATEMENTS OF OPERATIONS (000) [LOGO OMITTED] RIVERPARK
FOR THE YEAR ENDED FUNDS
SEPTEMBER 30, 2015
--------------------------------------------------------------------------------
RIVERPARK RIVERPARK/ RIVERPARK SHORT TERM RIVERPARK LONG/SHORT
LARGE GROWTH FUND WEDGEWOOD FUND HIGH YIELD FUND OPPORTUNITY FUND
----------------- -------------- -------------------- --------------------
Investment Income:
Dividends $ 1,095 $ 25,796 $ 119 $ 1,837
Interest -- 41 37,086 2
Foreign taxes withheld (2) (185) -- (9)
--------- ----------- --------- ---------
Total Investment Income 1,093 25,652 37,205 1,830
--------- ----------- --------- ---------
Expenses:
Investment Advisory Fees (Note 3) 467 13,996 5,789 1,714
Shareholder Service Fees(1) (Note 3) 129 457 544 36
Administrative Services Fee, Institutional
Class Shares (Note 3) 19 1,055 485 137
Administrative Services Fee, Retail Class
Shares (Note 3) 66 211 287 11
Administrator Fees (Note 3) 63 1,887 781 100
Chief Compliance Officer Fees (Note 3) 1 34 15 2
Trustees' Fees (Note 3) 1 37 18 2
Registration Fees 39 160 41 64
Transfer Agent Fees 23 682 282 36
Printing Fees 6 172 68 9
Professional Fees 2 136 53 5
Custodian Fees 2 32 20 8
Dividend Expense -- -- -- 1,029
Stock Loan Fee -- -- -- 294
Insurance and Other Fees 8 80 48 7
--------- ----------- --------- ---------
Total Expenses 826 18,939 8,431 3,454
Advisor Waiver Recapture (Note 3) 20 -- -- 5
--------- ----------- --------- ---------
Net Expenses 846 18,939 8,431 3,459
--------- ----------- --------- ---------
Net Investment Income (Loss) 247 6,713 28,774 (1,629)
--------- ----------- --------- ---------
Net Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) From:
Investments 919 80,634 (6,474) 4,802
Purchased Options -- -- -- (1,519)
Written Options -- -- -- 426
Securities Sold Short -- -- -- (2,925)
Swap Contracts -- -- -- (1,120)
Foreign Currency Transactions -- -- -- 16
Net Change in Unrealized Appreciation
(Depreciation) on:
Investments (5,899) (194,176) (7,546) (9,133)
Purchased Options -- -- -- (242)
Written Options -- -- -- 51
Securities Sold Short -- -- -- 6,404
--------- ----------- --------- ---------
Net Realized and Unrealized Loss (4,980) (113,542) (14,020) (3,240)
--------- ----------- --------- ---------
Net Increase (Decrease) in Net Assets
Resulting from Operations $ (4,733) $ (106,829) $ 14,754 $ (4,869)
========= =========== ========= =========
(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.
--------------------------------------------------------------------------------
34
STATEMENTS OF OPERATION (000)
FOR THE YEAR OR PERIOD ENDED [LOGO OMITTED] RIVERPARK
SEPTEMBER 30, 2015 FUNDS
--------------------------------------------------------------------------------
RIVERPARK STRUCTURAL RIVERPARK STRATEGIC RIVERPARK FOCUSED
ALPHA FUND INCOME FUND VALUE FUND*
-------------------- ------------------- -----------------
Investment Income:
Interest $ -- $ 39,643 $ 1
Dividends (9) 22 258
Foreign taxes withheld -- (116) --
-------- --------- ----------
Total Investment Income (9) 39,549 259
-------- --------- ----------
Expenses:
Investment Advisory Fees (Note 3) 170 3,969 72
Shareholder Service Fees(1) (Note 3) 5 905 1
Administrative Services Fee, Institutional Class Shares (Note 3) 3 246 9
Administrative Services Fee, Retail Class Shares (Note 3) 3 492 --
Administrator Fees (Note 3) 11 535 9
Chief Compliance Officer Fees (Note 3) -- 10 --
Trustees' Fees (Note 3) -- 8 --
Registration Fees 40 79 4
Transfer Agent Fees 4 194 3
Printing Fees 1 48 3
Professional Fees -- 40 2
Custodian Fees 1 13 1
Offering Costs -- -- 31
Insurance and Other Fees -- 7 3
-------- --------- ----------
Total Expenses 238 6,546 138
Fees Waived by Adviser (Note 3) (20) -- (27)
-------- --------- ----------
Net Expenses 218 6,546 111
-------- --------- ----------
Net Investment Income (Loss) (227) 33,003 148
-------- --------- ----------
Net Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) From:
Investments 120 (9,910) (33)
Purchased Options 574 -- --
Written Options 258 73 --
Futures Contracts (64) -- --
Forward Foreign Currency Contracts -- 779 --
Foreign Currency Transactions -- 202 --
Net Change in Unrealized Appreciation (Depreciation) on:
Investments -- (37,204) (5,105)
Purchased Options (1,202) -- --
Written Options 257 139 --
Futures Contracts 118 -- --
Forward Foreign Currency Contracts -- (60) --
-------- --------- ----------
Net Realized and Unrealized Gain (Loss) 61 (45,981) (5,138)
-------- --------- ----------
Net Decrease in Net Assets Resulting from Operations $ (166) $ (12,978) $ (4,990)
======== ========= ==========
* Fund commenced operations on March 31, 2015.
(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.
--------------------------------------------------------------------------------
35
[LOGO OMITTED] RIVERPARK
STATEMENTS OF CHANGES IN NET ASSETS (000) FUNDS
--------------------------------------------------------------------------------
RIVERPARK LARGE GROWTH FUND RIVERPARK/WEDGEWOOD FUND
---------------------------------------- ----------------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
SEPTEMBER 30, 2015 SEPTEMBER 30, 2014 SEPTEMBER 30, 2015 SEPTEMBER 30, 2014
------------------ ------------------ ------------------ ------------------
Operations:
Net Investment Income (Loss) $ 247 $ (50) $ 6,713 $ (27)
Net Realized Gain from Investments 919 1,861 80,634 103,981
Net Change in Unrealized Appreciation
(Depreciation) on Investments (5,899) 2,989 (194,176) 83,754
--------- --------- ----------- -----------
Net Increase (Decrease) in Net Assets
Resulting from Operations (4,733) 4,800 (106,829) 187,708
--------- --------- ----------- -----------
Distributions to Shareholders From:
Net Investment Income:
Institutional Class Shares -- (15) (838) --
Retail Class Shares -- (3) -- --
Net Realized Gains:
Institutional Class Shares (429) (54) (77,897) (13,609)
Retail Class Shares (1,433) (228) (9,079) (5,917)
--------- --------- ----------- -----------
Total Distributions to Shareholders (1,862) (300) (87,814) (19,526)
--------- --------- ----------- -----------
Capital Share Transactions:
Institutional Class Shares:
Shares Issued 25,338 6,925 1,113,109 942,069
Shares Issued as Reinvestment of
Distributions 382 69 67,574 10,874
Shares Redeemed (1,911) (194) (721,486) (201,353)
--------- --------- ----------- -----------
Net Increase in Net Assets from Institutional
Class Shares Transactions 23,809 6,800 459,197 751,590
--------- --------- ----------- -----------
Retail Class Shares:
Shares Issued 9,430 31,394 48,675 246,569
Shares Issued as Reinvestment of Distributions 1,427 231 8,911 5,873
Shares Redeemed (15,721) (8,198) (144,201) (442,969)
--------- --------- ----------- -----------
Net Increase (Decrease) in Net Assets from
Retail Class Shares Transactions (4,864) 23,427 (86,615) (190,527)
--------- --------- ----------- -----------
Net Increase in Net Assets from Capital
Share Transactions 18,945 30,227 372,582 561,063
--------- --------- ----------- -----------
Net Increase in Net Assets 12,350 34,727 177,939 729,245
Net Assets:
Beginning of Year 67,247 32,520 1,909,932 1,180,687
--------- --------- ----------- -----------
End of Year $ 79,597 $ 67,247 $ 2,087,871 $ 1,909,932
========= ========= =========== ===========
Accumulated Undistributed Net Investment Income $ 481 $ 271 $ 5,875 $ --
========= ========= =========== ===========
Shares Issued and Redeemed:
Institutional Class Shares:
Shares Issued 1,386 380 59,506 51,700
Shares Issued as Reinvestment of Distributions 22 4 3,797 639
Shares Redeemed (103) (10) (39,183) (11,262)
--------- --------- ----------- -----------
Net Increase in Institutional Class Shares 1,305 374 24,120 41,077
--------- --------- ----------- -----------
Retail Class Shares:
Shares Issued 514 1,745 2,663 14,010
Shares Issued as Reinvestment of Distributions 81 13 506 348
Shares Redeemed (860) (452) (7,986) (24,369)
--------- --------- ----------- -----------
Net Increase (Decrease) in Retail Class Shares (265) 1,306 (4,817) (10,011)
--------- --------- ----------- -----------
Net Increase in Share Transactions 1,040 1,680 19,303 31,066
========= ========= =========== ===========
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
[LOGO OMITTED] RIVERPARK
STATEMENTS OF CHANGES IN NET ASSETS (000) FUNDS
--------------------------------------------------------------------------------
RIVERPARK SHORT TERM HIGH YIELD FUND RIVERPARK LONG/SHORT OPPORTUNITY FUND
------------------------------------------ ----------------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
SEPTEMBER 30, 2015 SEPTEMBER 30, 2014 SEPTEMBER 30, 2015 SEPTEMBER 30, 2014
------------------ ------------------ ------------------ ------------------
Operations:
Net Investment Income (Loss) $ 28,774 $ 33,634 $ (1,629) $ (2,496)
Net Realized Loss from Investments, Purchased
and Written Options, Swap Contracts,
Securities Sold Short and Foreign Currency
Transactions (6,474) (600) (320) (1,746)
Net Change in Unrealized Appreciation
(Depreciation) on Investments, Purchased
and Written Options and Securities Sold Short (7,546) (2,750) (2,920) 7,853
--------- --------- --------- ---------
Net Increase (Decrease) in Net Assets Resulting
from Operations 14,754 30,284 (4,869) 3,611
--------- --------- --------- ---------
Distributions to Shareholders From:
Net Investment Income:
Institutional Class Shares (22,429) (25,294) -- --
Retail Class Shares (6,697) (8,471) -- --
Net Realized Gains:
Institutional Class Shares -- -- -- --
Retail Class Shares -- -- -- --
--------- --------- --------- ---------
Total Distributions to Shareholders (29,126) (33,765) -- --
--------- --------- --------- ---------
Capital Share Transactions:
Institutional Class Shares:
Shares Issued 194,381 251,589 43,850 113,097
Shares Issued as Reinvestment of
Distributions 17,771 20,189 -- --
Shares Redeemed (215,739) (175,906) (49,660) (31,196)
--------- --------- --------- ---------
Net Increase (Decrease) in Net Assets from
Institutional Class Shares Transactions (3,587) 95,872 (5,810) 81,901
--------- --------- --------- ---------
Retail Class Shares:
Shares Issued 50,730 97,210 2,415 66,991
Shares Issued as Reinvestment of Distributions 6,541 8,258 -- --
Shares Redeemed (74,543) (165,435) (4,764) (128,129)
--------- --------- --------- ---------
Net Decrease in Net Assets from Retail Class
Shares Transactions (17,272) (59,967) (2,349) (61,138)
--------- --------- --------- ---------
Net Increase (Decrease) in Net Assets from
Capital Share Transactions (20,859) 35,905 (8,159) 20,763
--------- --------- --------- ---------
Net Increase (Decrease) in Net Assets (35,231) 32,424 (13,028) 24,374
Net Assets:
Beginning of Year 905,501 873,077 123,470 99,096
--------- --------- --------- ---------
End of Year $ 870,270 $ 905,501 $ 110,442 $ 123,470
========= ========= ========= =========
Accumulated Undistributed Net Investment
Income (Accumulated Net Investment Loss) $ 106 $ 38 $ (1,484) $ (1,321)
========= ========= ========= =========
Shares Issued and Redeemed:
Institutional Class Shares:
Shares Issued 19,608 25,139 4,111 10,446
Shares Issued as Reinvestment of Distributions 1,796 2,021 -- --
Shares Redeemed (21,771) (17,577) (4,686) (2,881)
--------- --------- --------- ---------
Net Increase (Decrease) in Institutional
Class Shares (367) 9,583 (575) 7,565
--------- --------- --------- ---------
Retail Class Shares:
Shares Issued 5,127 9,731 226 6,240
Shares Issued as Reinvestment of Distributions 663 828 -- --
Shares Redeemed (7,543) (16,535) (453) (11,879)
--------- --------- --------- ---------
Net Decrease in Retail Class Shares (1,753) (5,976) (227) (5,639)
--------- --------- --------- ---------
Net Increase (Decrease) in Share Transactions (2,120) 3,607 (802) 1,926
========= ========= ========= =========
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
[LOGO OMITTED] RIVERPARK
STATEMENTS OF CHANGES IN NET ASSETS (000) FUNDS
--------------------------------------------------------------------------------
RIVERPARK STRUCTURAL ALPHA FUND RIVERPARK STRATEGIC INCOME FUND
----------------------------------------- ----------------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
SEPTEMBER 30, 2015 SEPTEMBER 30, 2014 SEPTEMBER 30, 2015 SEPTEMBER 30, 2014
------------------ ------------------ ------------------ ------------------
Operations:
Net Investment Income (Loss) $ (227) $ (160) $ 33,003 $ 13,355
Net Realized Gain (Loss) from Investments,
Purchased and Written Options, Futures
Contracts, Forward Foreign Currency Contracts
and Foreign Currency Transactions 888 312 (8,856) 778
Net Change in Unrealized Appreciation
(Depreciation) on Investments, Purchased
and Written Options, Futures Contracts,
Forward Foreign Currency Contracts
and Foreign Currency Transactions (827) 334 (37,125) (3,791)
------- ------- --------- ---------
Net Increase (Decrease) in Net Assets Resulting
from Operations (166) 486 (12,978) 10,342
------- ------- --------- ---------
Distributions to Shareholders From:
Net Investment Income:
Institutional Class Shares -- -- (15,111) (4,693)
Retail Class Shares -- -- (21,088) (7,924)
Net Realized Gains:
Institutional Class Shares (322) (141) (242) (1)
Retail Class Shares (54) (17) (368) (3)
------- ------- --------- ---------
Total Distributions to Shareholders (376) (158) (36,809) (12,621)
------- ------- --------- ---------
Capital Share Transactions:
Institutional Class Shares:
Shares Issued 7,876 1,439 183,885 220,805
Shares Issued as Reinvestment of Distributions 322 141 13,221 4,203
Shares Redeemed (1,110) (2,004) (135,144) (19,571)
------- ------- --------- ---------
Net Increase (Decrease) in Net Assets from
Institutional Class Shares Transactions 7,088 (424) 61,962 205,437
------- ------- --------- ---------
Retail Class Shares:
Shares Issued 3,727 798 182,290 341,287
Shares Issued as Reinvestment of Distributions 54 17 21,337 7,865
Shares Redeemed (1,284) (893) (88,474) (42,429)
------- ------- --------- ---------
Net Increase (Decrease) in Net Assets from
Retail Class Shares Transactions 2,497 (78) 115,153 306,723
------- ------- --------- ---------
Net Increase (Decrease) in Net Assets from
Capital Share Transactions 9,585 (502) 177,115 512,160
------- ------- --------- ---------
Net Increase (Decrease) in Net Assets 9,043 (174) 127,328 509,881
Net Assets:
Beginning of Year 8,829 9,003 511,956 2,075
------- ------- --------- ---------
End of Year $ 17,872 $ 8,829 $ 639,284 $ 511,956
======== ======= ========= =========
Accumulated Undistributed (Distributions in
Excess of) Net Investment Income
(Accumulated Net Investment Loss) $ (186) $ -- $ 67 $ 932
======== ======= ========= =========
Shares Issued and Redeemed:
Institutional Class Shares:
Shares Issued 759 141 18,326 21,338
Shares Issued as Reinvestment of Distributions 32 14 1,330 407
Shares Redeemed (107) (195) (13,598) (1,893)
------- ------- --------- ---------
Net Increase (Decrease) in Institutional Class
Shares 684 (40) 6,058 19,852
------- ------- --------- ---------
Retail Class Shares:
Shares Issued 362 78 18,173 33,156
Shares Issued as Reinvestment of Distributions 5 2 2,148 762
Shares Redeemed (126) (88) (8,857) (4,096)
------- ------- --------- ---------
Net Increase (Decrease) in Retail Class Shares 241 (8) 11,464 29,822
------- ------- --------- ---------
Net Increase (Decrease) in Share Transactions 925 (48) 17,522 49,674
======== ======= ========= =========
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
38
[LOGO OMITTED] RIVERPARK
STATEMENTS OF CHANGES IN NET ASSETS (000) FUNDS
--------------------------------------------------------------------------------------------------------
RIVERPARK FOCUSED
VALUE FUND
-------------------
PERIOD ENDED
SEPTEMBER 30, 2015*
-------------------
Operations:
Net Investment Income $ 148
Net Realized Loss from Investments (33)
Net Change in Unrealized Depreciation on Investments (5,105)
----------
Net Decrease in Net Assets Resulting from Operations (4,990)
----------
Distributions to Shareholders From:
Net Investment Income:
Institutional Class Shares --
Retail Class Shares --
Net Realized Gains:
Institutional Class Shares --
Retail Class Shares --
----------
Total Distributions to Shareholders --
----------
Capital Share Transactions:
Institutional Class Shares:
Shares Issued 48,467
Shares Redeemed (344)
----------
Net Increase in Net Assets from Institutional Class Shares Transactions 48,123
----------
Retail Class Shares:
Shares Issued 661
Shares Redeemed (231)
----------
Net Increase in Net Assets from Retail Class Shares Transactions 430
----------
Net Increase in Net Assets from Capital Share Transactions 48,553
----------
Net Increase in Net Assets 43,563
Net Assets:
Beginning of Period --
----------
End of Period $ 43,563
==========
Accumulated Undistributed Net Investment Income $ 149
==========
Shares Issued and Redeemed:
Institutional Class Shares:
Shares Issued 5,079
Shares Redeemed (35)
----------
Net Increase in Institutional Class Shares 5,044
----------
Retail Class Shares:
Shares Issued 66
Shares Redeemed (23)
----------
Net Increase in Retail Class Shares 43
----------
Net Increase in Share Transactions 5,087
==========
* Fund commenced operations on March 31, 2015.
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
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
FOR THE YEAR OR PERIOD ENDED SEPTEMBER 30,
--------------------------------------------------------------------------------
DISTRIBUTIONS
OF
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
2015 $ 18.34 $ 0.09 $ (0.99) $ (0.90) $ -- $ (0.51) $ --
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
2015 $ 18.21 $ 0.05 $ (0.98) $ (0.93) $ -- $ (0.51) $ --
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
2015 $ 18.37 $ 0.06 $ (0.67) $ (0.61) $ (0.01) $ (0.82) $ --
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
2015 $ 18.21 $ --(3) $ (0.66) $ (0.66) $ -- $ (0.82) $ --
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
2015 $ 9.94 $ 0.33 $ (0.16) $ 0.17 $ (0.33) $ -- $ --
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
2015 $ 9.92 $ 0.30 $ (0.16) $ 0.14 $ (0.31) $ -- $ --
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.
--------------------------------------------------------------------------------
40
[RIVERPARK FUNDS LOGO]
------------------------------------------------------------------------------------------------------------------------------------
RATIO OF TOTAL
EXPENSES TO
AVERAGE
NET ASSETS, RATIO OF NET
NET ASSET RATIO OF NET EXCLUDING INVESTMENT
TOTAL VALUE, END NET ASSETS, END OF EXPENSES TO ADVISOR WAIVER INCOME (LOSS) TO PORTFOLIO
DISTRIBUTIONS OF PERIOD TOTAL RETURN++ PERIOD (000) AVERAGE NET ASSETS RECAPTURE AVERAGE NET ASSETS TURNOVER RATE
------------------------------------------------------------------------------------------------------------------------------------
$ (0.51) $ 16.93 (5.03)% $ 34,963 1.00%(4) 0.95% 0.47% 30%
(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
$ (0.51) $ 16.77 (5.23)% $ 44,634 1.25%(4) 1.23% 0.29% 30%
(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
$ (0.83) $ 16.93 (3.52)% $ 1,975,999 0.85% 0.85% 0.34% 24%
(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
$ (0.82) $ 16.73 (3.83)% $ 111,872 1.16% 1.16% (0.02)% 24%
(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
$ (0.33) $ 9.78 1.72% $ 666,036 0.87% 0.87% 3.31% 90%
(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
$ (0.31) $ 9.75 1.47% $ 204,234 1.18% 1.18% 3.00% 90%
(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.
--------------------------------------------------------------------------------
41
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
FOR THE YEAR OR PERIOD ENDED SEPTEMBER 30,
--------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS
NET REALIZED AND OF
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
2015 $ 10.51 $ (0.15) $ (0.27) $ (0.42) $ -- $ -- $ --
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
2015 $ 10.46 $ (0.16) $ (0.27) $ (0.43) $ -- $ -- $ --
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 Structural Alpha Fund
Institutional Class Shares
2015 $ 10.50 $ (0.19) $ 0.23 $ 0.04 $ -- $ (0.41) $ (0.41)
2014 10.12 (0.18) 0.73 0.55 -- (0.17) (0.17)
2013(2) 10.00 (0.05) 0.17 0.12 -- -- --
Retail Class Shares
2015 $ 10.47 $ (0.21) $ 0.22 $ 0.01 $ -- $ (0.41) $ (0.41)
2014 10.12 (0.20) 0.72 0.52 -- (0.17) (0.17)
2013(2) 10.00 (0.05) 0.17 0.12 -- -- --
RiverPark Strategic Income Fund
Institutional Class Shares
2015 $ 10.26 $ 0.56 $ (0.72) $ (0.16) $ (0.60) $ (0.01) $ (0.61)
2014 10.00 0.59 0.12(11) 0.71 (0.45) --(10) (0.45)
Retail Class Shares
2015 $10.26 $ 0.53 $ (0.72) $ (0.19) $ (0.58) $ (0.01) $ (0.59)
2014 10.00 0.55 0.14(11) 0.69 (0.43) --(10) (0.43)
RiverPark Focused Value Fund
Institutional Class Shares
2015(3) $ 10.00 $ 0.07 $ (1.51) $ (1.44) $ -- $ -- $ --
Retail Class Shares
2015(3) $ 10.00 $ 0.05 $ (1.49) $ (1.44) $ -- $ -- $ --
+ 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) Commenced operations on June 28, 2013. All ratios for the period have been
annualized, except for the Total Return and Portfolio Turnover Rate.
(3) Commenced operations on March 31, 2015. 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) Dividend expense and stock loan fee totaled 1.64% of average net assets
for the year ended September 30, 2012. Had these expenses not been included
the ratios would have been 1.85% and 2.00%, respectively.
The accompanying notes are an integral part of the financial statements.
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FUNDFS
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RATIO OF TOTAL
EXPENSES TO AVERAGE
RATIO OF NET NET ASSETS, INCLUDING
EXPENSES TO AVERAGE DIVIDEND EXPENSE AND RATIO OF NET
NET ASSETS, INCLUDING STOCK LOAN FEES INVESTMENT INCOME
NET ASSET VALUE, NET ASSETS, DIVIDEND EXPENSE AND EXCLUDING ADVISOR (LOSS) TO AVERAGE PORTFOLIO
END OF PERIOD TOTAL RETURN++ END OF PERIOD(000) STOCK LOAN FEES WAIVER RECAPTURE NET ASSETS TURNOVER RATE
------------------------------------------------------------------------------------------------------------------------------------
$ 10.09 (4.00)% $ 97,196 3.01%(8)(9) 3.00% (1.41)% 35%
10.51 4.06 107,276 3.22(7)(9) 3.16 (1.99) 59
10.10 0.55+ 26,686 3.46(6) 3.60 (2.22) 56
10.14 1.40+ 19,994 3.49(5) 4.12 (2.61) 20
$ 10.03 (4.11)% $ 13,246 3.16%(8) 3.19% (1.55)% 35%
10.46 3.77 16,194 3.37(7)(9) 3.29 (2.03) 59
10.08 0.45+ 72,410 3.61(6) 3.71 (2.32) 56
10.13 0.90+ 4,302 3.68(5) 4.18 (2.78) 20
$ 10.13 0.46%+ $ 14,646 1.75% 1.90% (1.82)% 0%(12)
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
$ 10.07 0.17%+ $ 3,226 2.00% 2.24% (2.07)% 0%(12)
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
$ 9.49 (1.63)% $ 247,726 0.90% 0.90% 5.57% 54%
10.26 7.16 205,825 0.91 0.91 5.67 61
$ 9.48 (1.98)% $ 391,558 1.19% 1.19% 5.29% 54%
10.26 6.93 306,131 1.24 1.24 5.29 61
$ 8.56 (14.40)%+ $ 43,200 1.00% 1.25% 1.35% 14%
$ 8.56 (14.40)%+ $ 363 1.25% 1.60% 1.01% 14%
(6) 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
the ratios would have been 1.85% and 2.00%, respectively.
(7) 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
the ratios would have been 1.85% and 2.00%, respectively.
(8) Dividend expense and stock loan fee totaled 1.16% of average net assets
for the year ended September 30, 2015. Had these expenses not been included
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.
--------------------------------------------------------------------------------
43
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2015
--------------------------------------------------------------------------------
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, 2015, 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 Structural Alpha Fund,
RiverPark Strategic Income Fund and the RiverPark Focused Value Fund (each a
"Fund" and collectively the "Funds"). The investment objective of the RiverPark
Large Growth Fund, RiverPark/Wedgewood Fund and RiverPark Focused Value 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 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 and RiverPark Focused Value Fund
which are both 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 Focused Value Fund's date of inception was March 31, 2015. 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 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.
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FUNDS
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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, Schedules of Open Options Written, open Forward Currency Contracts
and list of open Swap Contracts.
It is the Funds' policy to recognize transfers into and out of Levels at the
end of the reporting period. For the year or period ended September 30, 2015,
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 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 realized gain, limited to the price
at which the Fund sold the security short, or a realized 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.
--------------------------------------------------------------------------------
45
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2015
--------------------------------------------------------------------------------
2. Summary of Significant Accounting Policies (continued)
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 Structural Alpha Fund and RiverPark Strategic Income Fund may sell
uncovered call and put options on securities and stock indices.
The RiverPark Long/Short Opportunity 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, 2015 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 ........ 1,210 $1,844,346 1,217 $ 1,476,813
Written ..................................... -- -- 319 78,945
Purchased ................................... 796 121,125 -- --
Expired ..................................... (823) (1,407,270) (269) (847,700)
Executed .................................... (336) (138,792) (377) (398,228)
Closing buys ................................ -- -- (648) (240,133)
Sold ........................................ (61) (158,995) -- --
------------------------------------------------------------------------------------------------------------------------------------
Balance at the end of the year 786 $ 260,414 242 $ 69,697
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Structural Alpha Fund Purchased Options Written Options
------------------------------------------------------------------------------------------------------------------------------------
Number of Contracts Cost Number of Contracts Premiums Received
------------------------------------------------------------------------------------------------------------------------------------
Balance at the beginning of the year ........ 172 $ 658,513 265 $ 512,598
Written ..................................... -- -- 761 1,600,757
Purchased ................................... 306 1,216,872 -- --
Expired ..................................... (119) (122,823) (427) (661,960)
Executed. ................................... (266) (679,059) (277) (217,568)
Closing buys ................................ -- -- (140) (236,562)
Sold ........................................ (3) (7,084) -- --
------------------------------------------------------------------------------------------------------------------------------------
Balance at the end of the year 90 $1,066,419 182 $ 997,265
------------------------------------------------------------------------------------------------------------------------------------
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FUNDS
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------------------------------------------------------------------------------------------------------------------------------------
RiverPark Strategic Income Fund Purchased Options Written Options
------------------------------------------------------------------------------------------------------------------------------------
Number of Contracts Cost Number of Contracts Premiums Received
----------------------------------------------------------------------------------------------------------- ------------------------
Balance at the beginning of the year -- $ -- -- $ --
Written -- -- 2,750 428,400
Executed. -- -- (933) (195,193)
Closing buys -- -- (567) (78,572)
------------------------------------------------------------------------------------------------------------------------------------
Balance at the end of the year -- $ -- 1,250 $ 154,635
------------------------------------------------------------------------------------------------------------------------------------
Purchased and written options held as of September 30, 2015 are disclosed
separately on the Statements of Assets and Liabilities. The realized and
unrealized gain (loss) from purchased and written options are disclosed
separately on the Statements of Operations.
All purchased and written options have equity risk exposure. Additionally, all
purchased and written options held as of September 30, 2015 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 exposure and total return. A
Fund's ability to enter into certain swap transactions may be limited by tax
considerations. The counterparty to an equity swap contract will typically be a
bank, investment banking firm or broker/dealer.
Equity swap contracts may be structured in different ways. For example, a
counterparty may agree to pay the Fund the amount, if any, by which the
notional amount of the equity swap contract would have increased in value had
it been invested in particular stocks (or an index of stocks), plus the
dividends that would have been received on those stocks. In these cases, the
Fund may agree to pay to the counterparty a floating rate of interest on the
notional amount of the equity swap contract plus the amount, if any, by which
that notional amount would have decreased in value had it been invested in such
stocks. Therefore, the return to the Fund on the equity swap contract should be
the gain or loss on the notional amount plus dividends on the stocks 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
monthly 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
--------------------------------------------------------------------------------
47
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2015
--------------------------------------------------------------------------------
2. Summary of Significant Accounting Policies (continued)
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, 2015 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,
2015. 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, 2015, the RiverPark Long/Short Opportunity
Fund purchased 315,244 swap contracts and closed 225,193 swap contracts for a
realized loss of $(1,120,078) with 277,261 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 $1,000,000 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 counterparty 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. At September 30, 2015, the
options contracts were fully collateralized by $8,300,000 in securities pledged
and $2,055,315 in cash.
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, 2015, 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, 2015, the total amount of all open
futures contracts, as presented in the Schedule of Investments, are
representative of the volume of activity during the period. 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 the
$8,300,000 in collateral noted on the Schedule of Investments for the open
option contracts, the futures contracts were also collateralized by $1,231,301
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
interest, dividend, real property rent, gain from sale or other disposition of
real property and income from 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
--------------------------------------------------------------------------------
48
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FUNDS
--------------------------------------------------------------------------------
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 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 Focused Value
Fund, including the cost of printing the initial prospectus and registration
fees, are being amortized to expense over a twelve month period. As of
September 30, 2015, the RiverPark Focused Value Fund had $32,163 remaining to
be amortized.
Expenses -- Expenses of the Trust that can be directly attributed to a
particular Fund are borne by that Fund. Expenses which cannot be directly
attributed to a Fund are apportioned among the Funds of the Trust based on the
number of Funds and/or relative net assets.
Classes -- Class specific expenses are borne by that class of shares. Income,
realized and unrealized gains and losses and non-class specific expenses are
allocated to the respective class on the basis of relative daily net assets.
Foreign Currency Translation -- The books and records of the Funds are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S. dollars
on the date of valuation. The Fund's do not isolate that portion of realized or
unrealized gains and losses resulting from changes in the foreign exchange rate
from fluctuations arising from changes in the market prices of the securities.
These gains and losses are included in net realized and unrealized gains and
losses on investments on the Statements of Operations. Net realized and
unrealized gains and losses on foreign currency transactions represent net
foreign exchange gains or losses from foreign currency exchange contracts,
disposition of foreign currencies, currency gains or losses realized between
trade and settlement dates on securities transactions and the difference
between the amount of the investment income and foreign withholding taxes
recorded on the Fund's books and the U.S. dollar equivalent amounts actually
received or paid.
--------------------------------------------------------------------------------
49
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2015
--------------------------------------------------------------------------------
2. Summary of Significant Accounting Policies (continued)
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, 2015, the RiverPark Strategic Income Fund held a
forward contract as a currency hedge against a foreign bond. 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, 2015 are presented
in unrealized appreciation or unrealized depreciation on forward foreign
currency contracts on the Statements of Assets and Liabilities. Realized and
unrealized gains (losses) on forward contracts are disclosed separately on the
Statements of Operations. For the year ended September 30, 2015, the total
amount of open forward foreign currency contracts, as presented in the
RiverPark Strategic Income Fund's Schedule of Investments, are representative
of the volume of activity for this derivative type during the period.
The forward foreign currency contract held by the RiverPark Strategic Income
Fund during the year ended September 30, 2015 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 Structural Alpha Fund and RiverPark Focused Value 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, 2015, 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 year, 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,
the RiverPark Strategic Income Fund and the RiverPark Focused Value Fund, 1.50%
for the RiverPark Long/Short Opportunity Fund and 1.40% for the RiverPark
Structural Alpha Fund.
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The Adviser has contractually agreed to waive its fees and to absorb expenses
of each Fund through January 31, 2016 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, the RiverPark Strategic Income Fund and the RiverPark Focused Value
Fund, 1.85% for the Institutional Class Shares and 2.00% for the Retail Class
Shares of the Fund's average net assets for the RiverPark Long/ Short
Opportunity Fund and 1.75% 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, RiverPark
Strategic Income Fund and RiverPark Focused Value Fund. The Adviser can
recapture any fees it has waived within a three-year period subject to the
applicable annual rate of 1.85% for the Institutional Class Shares and 2.00%
for the Retail Class Shares for RiverPark Long/Short Opportunity Fund. 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, 2015, the Adviser may in the future seek reimbursement of
previously waived fees for the Funds as follows:
FUND EXPIRING 2016 EXPIRING 2017 EXPIRING 2018 TOTAL
-------------------------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund ............... $ 46,319 $ 5,674 $ 1,843 $ 53,836
RiverPark Long/Short Opportunity Fund ..... 3,261 163 11,320 14,744
RiverPark Structural Alpha Fund ........... 24,657 49,797 21,181 95,635
RiverPark Focused Value Fund .............. -- -- 27,020 27,020
For the year ended September 30, 2015, the Adviser recaptured previously waived
fees of $21,753 for the RiverPark Large Growth Fund and $16,067 for the
RiverPark Long/Short Opportunity Fund.
RiverPark provides day-to-day portfolio management services to the RiverPark
Large Growth Fund, RiverPark Long/ Short Opportunity Fund, RiverPark Structural
Alpha Fund and RiverPark Focused Value Fund and oversees the day-to-day
portfolio management services provided by Wedgewood Partners, Inc.
("Wedgewood"), as sub-adviser to the RiverPark/Wedgewood Fund; and Cohanzick
Management, LLC ("Cohanzick"), as sub-adviser to the RiverPark Short Term High
Yield Fund and the RiverPark Strategic Income Fund. With regard to the
RiverPark Large Growth Fund, RiverPark Long/Short Opportunity Fund, RiverPark
Structural Alpha Fund and RiverPark Focused Value Fund, the Adviser has
discretion to purchase and sell securities in accordance with these Funds'
objectives, policies, and restrictions. This investment discretion has been
delegated by the Adviser to Wedgewood and Cohanzick with regard to each
respective Fund to which such parties serve as sub-adviser. The Adviser pays
the sub-advisers a monthly fee based upon the net assets managed by such
sub-adviser from the management fee paid to the Adviser pursuant to the
Investment Advisory Agreement. The Funds are not responsible for the payment of
the sub-advisory fees.
RiverPark (and its affiliated advisers) and Wedgewood may be considered to be
affiliates as RiverPark shareholders own approximately 6% of Wedgewood
Partners, and Wedgewood owns 2.5% of RiverPark's holding company. 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.
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51
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2015
--------------------------------------------------------------------------------
3. Agreements (continued)
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 these services, the Administrator
is paid an asset-based fee, which will vary depending on the number of share
classes and average daily net assets of the Funds. For the year or period ended
September 30, 2015, the Funds were charged $3,385,967 for these services.
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, 2015, 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 Trustees 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 or period ended
September 30, 2015, were as follows:
PROCEEDS FROM SALES
FUND PURCHASES (000) AND MATURITIES (000)
--------------------------------------------------------------------------------
RiverPark Large Growth Fund ........... $ 34,611 $ 20,640
RiverPark/Wedgewood Fund .............. 911,851 474,374
RiverPark Short Term High Yield Fund .. 1,249,865 259,991
RiverPark Long/Short Opportunity Fund . 40,047 60,368
RiverPark Structural Alpha Fund ....... 882 918
RiverPark Strategic Income Fund ....... 473,863 213,442
RiverPark Focused Value Fund .......... 46,346 2,739
There were no purchases or sales of long-term U.S. Government securities for
the year or period ended September 30, 2015.
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5. 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 adjustment on carryover securities, distribution reclassification, net
operating losses, gains and 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 .............. $ (37) $ 41 $ (4)
RiverPark/Wedgewood Fund ................. -- -- --
RiverPark Short Term High Yield Fund ..... 420 (420) --
RiverPark Long/Short Opportunity Fund .... 1,466 340 (1,806)
RiverPark Structural Alpha Fund .......... 41 -- (41)
RiverPark Strategic Income Fund .......... 2,331 (2,331) --
RiverPark Focused Value Fund ............. 1 (1) --
These reclassifications have no impact on net assets or net asset value per
share.
The tax character of dividends and distributions declared during the last two
years or periods ended September 30, 2015 was as follows (000):
ORDINARY LONG-TERM
FUND INCOME CAPITAL GAIN TOTAL
--------------------------------------------------------------------------------
RiverPark Large Growth Fund
2015 ................................ $ 1,093 $ 769 $ 1,862
2014 ................................ 204 96 300
RiverPark/Wedgewood Fund
2015 ................................ 32,481 55,333 87,814
2014 ................................ 5,539 13,987 19,526
RiverPark Short Term High Yield Fund
2015 ................................ 29,126 -- 29,126
2014 ................................ 33,765 -- 33,765
RiverPark Structural Alpha Fund
2015 ................................ 79 297 376
2014 ................................ 20 138 158
RiverPark Strategic Income Fund
2015 ................................ 36,809 -- 36,809
2014 ................................ 12,621 -- 12,621
There were no distributions declared during the last two years or periods ended
September 30 in the RiverPark Long/ Short Opportunity Fund and the RiverPark
Focused Value Fund.
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53
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2015
--------------------------------------------------------------------------------
5. Federal Tax Information (continued)
As of September 30, 2015, the components of distributable earnings/(accumulated
losses) on a tax basis were as follows (000):
UNDISTRIBUTED UNDISTRIBUTED UNREALIZED
ORDINARY LONG-TERM CAPITAL LOSS POST-OCTOBER APPRECIATION
INCOME CAPITAL GAIN CARRYFORWARD LOSSES (DEPRECIATION)
-----------------------------------------------------------------------
RiverPark Large Growth Fund .............. $ 5 $ 1,335 $ -- $ (447) $ 3,678
RiverPark/Wedgewood Fund ................. 7,376 78,730 -- -- 66,205
RiverPark Short Term High Yield Fund ..... 106 -- (1,080) (6,548) (12,091)
RiverPark Long/Short Opportunity Fund .... -- -- (5,434) -- 14,004
RiverPark Structural Alpha Fund .......... -- 398 -- -- (279)
RiverPark Strategic Income Fund .......... 18 -- (1,317) (8,613) (42,204)
RiverPark Focused Value Fund ............. 115 -- -- -- (5,105)
TOTAL
DISTRIBUTABLE
OTHER EARNINGS
TEMPORARY LATE YEAR (ACCUMULATED
DIFFERENCES LOSS DEFERRAL LOSSES)
-------------------------------------------
RiverPark Large Growth Fund .............. $ -- $ -- $ 4,571
RiverPark/Wedgewood Fund ................. -- -- 152,311
RiverPark Short Term High Yield Fund ..... -- -- (19,613)
RiverPark Long/Short Opportunity Fund .... (1,671) (2,576) 4,323
RiverPark Structural Alpha Fund .......... -- (185) (66)
RiverPark Strategic Income Fund .......... 50 -- (52,066)
RiverPark Focused Value Fund ............. -- -- (4,990)
Post-October losses represent losses realized on investment transactions from
November 1, 2014, through September 30, 2015, that, in accordance with Federal
income tax regulations, the RiverPark Large Growth Fund, the RiverPark Short
Term High Yield Fund and the RiverPark Strategic Income Fund 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, 2015 through September 30, 2015 and specified
losses realized on investment transactions from November 1, 2014 through
September 30, 2015. The RiverPark Long/Short Opportunity Fund and the RiverPark
Structural Alpha Fund elect to defer the late-year loss and to treat it as
having arisen in the following fiscal year.
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. Post-enactment capital losses
that are carried forward will retain their character as either short-term or
long-term capital losses rather than being considered all short-term as under
previous law. Capital loss carryforwards under the new provisions are as
follows (000):
FUND SHORT TERM LOSS LONG TERM LOSS TOTAL
--------------------------------------------------------------------------------
RiverPark Short Term High Yield Fund ... $ 1,080 $-- $ 1,080
RiverPark Long/Short Opportunity Fund .. $ 5,434 $-- $ 5,434
RiverPark Strategic Income Fund ........ $ 1,317 $-- $ 1,317
For federal income tax purposes, the cost of securities owned at September 30,
2015 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, investments in partnerships and basis adjustments
of the carryover securities 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, 2015, were as follows
(000):
AGGREGATE AGGREGATE
GROSS GROSS NET UNREALIZED
FEDERAL TAX UNREALIZED UNREALIZED APPRECIATION
FUND COST APPRECIATION DEPRECIATION (DEPRECIATION)
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund ............... $ 74,693 $ 10,499 $ (6,821) $ 3,678
RiverPark/Wedgewood Fund .................. 2,022,405 290,353 (224,148) 66,205
RiverPark Short Term High Yield Fund ...... 905,408 809 (12,900) (12,091)
--------------------------------------------------------------------------------
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AGGREGATE AGGREGATE
GROSS GROSS NET UNREALIZED
FEDERAL TAX UNREALIZED UNREALIZED APPRECIATION
FUND COST APPRECIATION DEPRECIATION (DEPRECIATION)
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Long/Short Opportunity Fund ...... 97,372 20,055 (10,130) 9,925
RiverPark Structural Alpha Fund ............ 15,430 1 (280) (279)
RiverPark Strategic Income Fund ............ 681,650 413 (42,705) (42,292)
RiverPark Focused Value Fund ............... 49,495 10 (5,115) (5,105)
Subsequent to September 30, 2015, the following funds paid distributions:
FUND EX DATE RECORD DATE PAYABLE DATE RATE (PER SHARE)
------------------------------------------------------------------------------------------------------------------------
RiverPark Short Term High Yield Fund
Institutional Class Shares October 30, 2015 October 29, 2015 November 2, 2015 0.0299
Retail Class Shares October 30, 2015 October 29, 2015 November 2, 2015 0.0279
RiverPark Strategic Income Fund
Institutional Class Shares October 30, 2015 October 29, 2015 November 2, 2015 0.0475
Retail Class Shares October 30, 2015 October 29, 2015 November 2, 2015 0.0455
6. 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.
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 greater 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.
--------------------------------------------------------------------------------
55
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2015
--------------------------------------------------------------------------------
6. Risks (continued)
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 recognize 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 Structural Alpha Fund and
RiverPark Strategic Income 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.
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
--------------------------------------------------------------------------------
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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.
7. Other
On September 30, 2015, 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 ............................................ 83%
Retail Class Shares ................................................... 92%
RiverPark/Wedgewood Fund
Institutional Class Shares ............................................ 69%
Retail Class Shares ................................................... 71%
RiverPark Short Term High Yield Fund
Institutional Class Shares ............................................ 69%
Retail Class Shares ................................................... 87%
RiverPark Long/Short Opportunity Fund
Institutional Class Shares ............................................ 82%
Retail Class Shares ................................................... 74%
RiverPark Structural Alpha Fund
Institutional Class Shares ............................................ 41%
Retail Class Shares ................................................... 96%
RiverPark Strategic Income Fund
Institutional Class Shares ............................................ 70%
Retail Class Shares ................................................... 89%
RiverPark Focused Value Fund
Institutional Class Shares ............................................ 72%
Retail Class Shares ................................................... 97%
In the normal course of business, the Trust enters into contracts that contain
a variety of representations which provide general indemnifications. The
Trust's maximum exposure under these arrangements cannot be known; however, the
Trust expects any risk of loss to be remote.
8. Subsequent Events
The Funds have evaluated the need for additional disclosures and/or adjustments
resulting from subsequent events through the date the financial statements were
issued. Based on this evaluation, no adjustments were required to the financial
statements.
--------------------------------------------------------------------------------
57
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FUNDS
--------------------------------------------------------------------------------
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, list of
open swap agreements, open futures contracts and list of open forward foreign
currency contracts 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 Structural Alpha Fund,
RiverPark Strategic Income Fund, and RiverPark Focused Value Fund (the "Funds")
as of September 30, 2015, and the related statements of operations for the year
or period then ended, the statements of changes in net assets for each of the
years or periods then ended, and the financial highlights for each of the years
or periods indicated. 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, 2015, 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, 2015, the
results of their operations, the changes in their net assets, and the financial
highlights for each of the years or periods indicated in conformity with
accounting principles generally accepted in the United States of America.
COHEN FUND AUDIT SERVICES, LTD.
Cleveland, Ohio
November 30, 2015
--------------------------------------------------------------------------------
58
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FUNDS
--------------------------------------------------------------------------------
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,
2015.
PRINCIPAL
NAME, ADDRESS, POSITION(S) HELD WITH TERM OF OFFICE AND OCCUPATION(S) DURING NUMBER OF PORTFOLIOS OTHER DIRECTORSHIPS
AND AGE THE TRUST LENGTH OF TIME SERVED 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 (55) 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 (56)
------------------------------------------------------------------------------------------------------------------------------------
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 (50) (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 (61) 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 (49) LLC and RiverPark
Capital Management
LLC (since 2009); Chief
Investment Officer
and Managing Partner,
RiverPark Capital LLC
(2006 to 2008 and
since 2009).
------------------------------------------------------------------------------------------------------------------------------------
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TRUSTEES AND OFFICERS OF THE TRUST (Unaudited) (Continued)
PRINCIPAL
NAME, ADDRESS, POSITION(S) HELD WITH TERM OF OFFICE AND OCCUPATION(S) DURING NUMBER OF PORTFOLIOS OTHER DIRECTORSHIPS
AND AGE THE TRUST LENGTH OF TIME SERVED 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 (39) Capital Management
LLC (since 2009);
Chief Financial Officer,
RiverPark Capital LLC
(since 2008); Controller.
------------------------------------------------------------------------------------------------------------------------------------
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 (46) 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
(41) 2014. Fund Accounting
Director, BNY Mellon
from 2006 to 2014.
------------------------------------------------------------------------------------------------------------------------------------
Brian Ferko, Chief Compliance Since September 20, Managing Director, N/A N/A
480 E. Swedesford Officer 2010 Cipperman Compliance
Road, Suite 300 Services; formerly
Wayne, Pa 19087 with Aberdeen Asset
(44) 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
--------------------------------------------------------------------------------
60
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DISCLOSURE OF FUND EXPENSES (UNAUDITED) FUNDS
--------------------------------------------------------------------------------
All mutual funds have operating expenses. As a shareholder of a mutual fund,
your investment is affected by these ongoing costs, which include (among
others) costs for portfolio management, administrative services, and
shareholder reports like this one. It is important for you to understand the
impact of these costs on your investment returns.
Operating expenses such as these are deducted from a mutual fund's gross income
and directly reduce its final investment return. These expenses are expressed
as a percentage of a mutual fund's average net assets; this percentage is known
as a mutual fund's expense ratio.
The following examples use the expense ratio and are intended to help you
understand the ongoing costs (in dollars) of investing in your Fund and to
compare these costs with those of other mutual funds. The examples are based on
an investment of $1,000 made at the beginning of the period shown and held for
the entire period.
The table on the following page illustrates your Fund's costs in two ways.
o Actual Fund Return. This section helps you to estimate the actual expenses
after fee waivers that your Fund incurred over the period. The "Expenses Paid
During Period" column shows the actual dollar expense incurred by a $1,000
investment in the Fund, and the "Ending Account Value" number is derived from
deducting that expense from the Fund's gross investment return.
You can use this information, together with the actual amount you invested in
the Fund, to estimate the expenses you paid over that period. Simply divide
your actual account value by $1,000 to arrive at a ratio (for example, an
$8,600 account value divided by $1,000 = 8.6), then multiply that ratio by the
number shown for your Fund under "Expenses Paid During Period."
o Hypothetical 5% Return. This section helps you compare your Fund's costs with
those of other mutual funds. It assumes that the Fund had an annual 5% return
before expenses during the year, but that the expense ratio (Column 3) for the
period is unchanged. This example is useful in making comparisons because the
Securities and Exchange Commission requires all mutual funds to make this 5%
calculation. You can assess your Fund's comparative cost by comparing the
hypothetical result for your Fund in the "Expenses Paid During Period" column
with those that appear in the same charts in the shareholder reports for other
mutual funds.
Note: Because the return is set at 5% for comparison purposes -- NOT your
Fund's actual return--the account values shown may not apply to your specific
investment.
--------------------------------------------------------------------------------
61
DISCLOSURE OF FUND EXPENSES [LOGO OMITTED] RIVERPARK
(UNAUDITED) (CONTINUED) FUNDS
--------------------------------------------------------------------------------
Beginning Ending Net Expenses
Account Account Annualized Paid
Value Value Expense During
4/1/15 9/30/15 Ratios Period*
------------------------------------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund -- Institutional Class Shares
Actual Fund Return $1,000.00 $ 914.60 1.00% $4.80
Hypothetical 5% Return 1,000.00 1,020.05 1.00 5.06
------------------------------------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund -- Retail Class Shares
Actual Fund Return 1,000.00 913.40 1.25 6.00
Hypothetical 5% Return 1,000.00 1,018.80 1.25 6.33
------------------------------------------------------------------------------------------------------------------------------
RiverPark/Wedgewood Fund -- Institutional Class Shares
Actual Fund Return 1,000.00 910.20 0.85 4.07
Hypothetical 5% Return 1,000.00 1,020.81 0.85 4.31
------------------------------------------------------------------------------------------------------------------------------
RiverPark/Wedgewood Fund -- Retail Class Shares
Actual Fund Return 1,000.00 908.70 1.16 5.55
Hypothetical 5% Return 1,000.00 1,019.25 1.16 5.87
------------------------------------------------------------------------------------------------------------------------------
RiverPark Short Term High Yield Fund -- Institutional Class Shares
Actual Fund Return 1,000.00 1,002.40 0.87 4.37
Hypothetical 5% Return 1,000.00 1,020.71 0.87 4.41
------------------------------------------------------------------------------------------------------------------------------
RiverPark Short Term High Yield Fund -- Retail Class Shares
Actual Fund Return 1,000.00 1,001.20 1.18 5.92
Hypothetical 5% Return 1,000.00 1,019.15 1.18 5.97
------------------------------------------------------------------------------------------------------------------------------
RiverPark Long/Short Opportunity Fund -- Institutional Class Shares
Actual Fund Return 1,000.00 954.60 3.13+ 15.34
Hypothetical 5% Return 1,000.00 1,009.38 3.13 15.77
------------------------------------------------------------------------------------------------------------------------------
RiverPark Long/Short Opportunity Fund -- Retail Class Shares
Actual Fund Return 1,000.00 954.30 3.28+ 16.12
Hypothetical 5% Return 1,000.00 1,008.62 3.28 16.52
------------------------------------------------------------------------------------------------------------------------------
RiverPark Structural Alpha Fund -- Institutional Class Shares
Actual Fund Return 1,000.00 986.40 1.75 8.71
Hypothetical 5% Return 1,000.00 1,016.29 1.75 8.85
------------------------------------------------------------------------------------------------------------------------------
RiverPark Structural Alpha Fund -- Retail Class Shares
Actual Fund Return 1,000.00 985.30 2.00 9.95
Hypothetical 5% Return 1,000.00 1,015.04 2.00 10.10
------------------------------------------------------------------------------------------------------------------------------
RiverPark Strategic Income Fund -- Institutional Class Shares
Actual Fund Return 1,000.00 973.20 0.90 4.45
Hypothetical 5% Return 1,000.00 1,020.56 0.90 4.56
------------------------------------------------------------------------------------------------------------------------------
RiverPark Strategic Income Fund -- Retail Class Shares
Actual Fund Return 1,000.00 971.00 1.19 5.88
Hypothetical 5% Return 1,000.00 1,019.10 1.19 6.02
------------------------------------------------------------------------------------------------------------------------------
RiverPark Focused Value Fund -- Institutional Class Shares
Actual Fund Return 1,000.00 856.00 1.00 4.65
Hypothetical 5% Return 1,000.00 1,020.05 1.00 5.06
------------------------------------------------------------------------------------------------------------------------------
RiverPark Focused Value Fund -- Retail Class Shares
Actual Fund Return 1,000.00 856.00 1.25 5.82
Hypothetical 5% Return 1,000.00 1,018.80 1.25 6.33
------------------------------------------------------------------------------------------------------------------------------
* 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 ended September 30, 2015. Annualized
dividend expense and stock loan fees of average net assets totaled 1.28%.
Had these expenses not been included the ratios would have been 1.85% and
2.00%, respectively.
--------------------------------------------------------------------------------
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APPROVAL OF THE INVESTMENT ADVISORY AND INVESTMENT SUB-ADVISORY AGREEMENTS
At an in-person meeting (the "Meeting") of the Board of Trustees (the
"Trustees" or the "Board") of RiverPark Funds Trust (the "Trust"), held on
August 10, 2015, 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 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, 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 Capital Management, LLC, on
behalf of the RiverPark Short Term High Yield Fund and the RiverPark Strategic
Income Fund; and (ii) the Adviser, the Trust and Wedgewood Partners, Inc., on
behalf of the RiverPark/Wedgewood 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
Adviser and each Sub-Adviser. 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 and
Sub-Advisory Agreements.
RiverPark Large Growth Fund, RiverPark Long/Short Opportunity Fund & RiverPark
Structural Alpha Fund -- Adviser: RiverPark Advisors, LLC ("RiverPark")
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 advises the Large Growth Fund, Long/Short Fund, and
the Structural Alpha Fund and oversees the management of the Wedgewood Fund, the
Strategic Income Fund, and the High Yield 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. The
Board recognized that the Adviser's team has largely worked together for 15-20
years and has extensive experience and expertise in managing mutual funds and
managing the operations of mutual funds. The Board stated that it was satisfied
with their experience in managing each of the Funds and implementing the
Adviser's principal investment strategies. The Board discussed the Adviser's
investment processes for each of the Funds it directly advises and reviewed the
oversight and other investment management services provided to the Funds that
use sub-advisers. The Trustees next reviewed the risks associated with the
investment strategies followed by the Adviser and the sub-advisers when
investing the assets for each of 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 over many holdings, with specific
position limits in place for each Fund. The Board next discussed the Adviser's
relationship with the two 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-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 rates as well as other additional information. The Board concluded
the Adviser would continue to provide a high level quality of service to each
Fund for the benefit of each Fund and its 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 the Wedgewood Fund and the High Yield Fund
have attracted considerable assets over the past two years and have become very
profitable for the Adviser and the sub-advisers. The Board also recognized that
the Long/Short Fund and the Strategic Income Fund are also at
--------------------------------------------------------------------------------
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APPROVAL OF THE INVESTMENT ADVISORY AND INVESTMENT SUB-ADVISORY AGREEMENTS
(Continued)
asset levels where they are profitable and the Large Growth Fund is above the
breakeven level of assets. The Adviser expressed to the Board that the
Structural Alpha Fund is currently below the breakeven level of assets but
continues to invest in the Fund based on the Adviser's long term belief in the
Fund and its strategy. The Board agreed that they were comfortable with the
Adviser continuing to invest in the Structural Alpha Fund. The Trustees next
discussed the contributions of each of the sub-advisers to the overall
performance of their respective Funds 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 further discussion the Trustees, concluded that
the advisory fees were reasonable with respect to each of 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. 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 each Fund increases in size.
Profitability. The Trustees reviewed the Adviser's financial statements. The
Board recognized that the Adviser was generally profitable for the year ended
December 31, 2014. The Board recognized that that each of the Wedgewood Fund
and the High Yield Fund both have attracted considerable assets over the last
two years 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 to
the Adviser and the Large Growth Fund is above the 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 but the Adviser
continues to invest in the Fund based on its long term belief in the Fund. The
Adviser is currently not profitable in regard to the Structural Alpha Fund.
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 & RiverPark Strategic Income Fund --
Sub-Adviser: Cohanzick Management, LLC ("Cohanzick")
Nature, Extent and Quality of Service. The Trustees noted that Cohanzick
provides high quality day to day investment advisory services to the High Yield
Fund and the Strategic Income Fund. The Trustees recognized that Cohanzick's
investment approach is bottoms up and credit specific. Cohanzick provides
specific services that include but are limited to buy decisions, sell decisions,
credit selection, credit review and analysis, and portfolio construction. The
Trustees recognized that Cohanzick's advised assets and assets under management
are approximately $1.7 billion as of June 30, 2015 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 and investment approach as a sub-adviser to the High Yield Fund and the
Strategic Income Fund. The Board noted that for the High Yield Fund Cohanzick
focuses on principal preservation with income for an effective short term
holding period of three years or less. For the Strategic Income 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. The Board discussed that they were comfortable with the
strategies for each of the Funds and concluded that Cohanzick will continue to
deliver high quality service to the Funds and the Adviser for the benefit of the
shareholders.
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Performance.
HIGH YIELD FUND -- The Trustees reviewed the High Yield Fund's performance
noting that Cohanzick manages 100% of the Fund's assets, and the Adviser
provides significant oversight to the Fund. The Trustees recognized that since
inception on September 30, 2010 thru March 31, 2015, the High Yield Fund's net
return has been 3.74% for Institutional Shares and 3.44% for Retail Shares. The
Trustees discussed the Fund's Morningstar ranking and noted the Fund is a
1-star fund and ranks 96% for the quarter ended March 31, 2015. The Trustees
further noted that year to date as of March 31, 2015 the High Yield Fund
performed marginally below the BofA Merrill Lynch 1-3 Year U.S. Corporate Index
and the Fund's total returns year to date were slightly less than its peer
group. The Trustees concluded that Cohanzick should be retained for the benefit
of the High Yield Fund and its shareholders.
STRATEGIC INCOME FUND -- The Trustees reviewed the Strategic Income Fund's
performance noting that Cohanzick manages 100% of the Fund's assets, and the
Adviser provides significant oversight to the Fund. The Trustees noted that
since its inception on October 1, 2013 thru March 31, 2015, the Strategic
Income Fund's net return has been 5.46% on Institutional Shares and 5.23% on
Retail Shares. The Trustees recognized that since the Fund's inception at the
beginning of October 2013 the Fund has outperformed the Barclays U.S. Aggregate
Bond Index and has performed relatively well as compared to its peer group. The
Trustees conclude that Cohanzick should be retained for the benefit of the
Strategic Income Fund and its shareholders.
Fees and Expenses. The Trustees discussed the sub-advisory fees paid by the
Adviser to Cohanzick. The Trustees recognized the sub-advisory fees were on the
higher side compared to each Fund's peer group but recognized that 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 the sub-adviser had
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 Advisor Agreement, 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 generally profitable for the year ended
December 31, 2014. The Board noted that the High Yield Fund has attracted
considerable assets over the last two years and has become a profitable fund
for Cohanzick. The Board also recognized that Cohanzick realized a modest
profit in connection with its relationship with the Strategic Income Fund.
After a discussion, the Trustees concluded that Cohanzick's profitability was
reasonable.
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.
RiverPark/Wedgewood Fund -- Sub-Adviser: Wedgewood Partners ("Wedgewood")
Nature, Extent and Quality of Service. The Trustees noted that Wedgewood offers
the Wedgewood Fund advisory services based on Wedgewood's twenty plus year
investment philosophy and process that has helped them to outperform the
Russell 1000 Growth Index in 16 out of the previous 22 years. The Board
reviewed the background information on the key investment personnel who are
responsible for servicing the Fund and was comfortable with their credentials.
The Board recognized that Wedgewood's investment philosophy is instilled 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 recognized that Wedgwood's philosophy and process
yields a distinct and sustainable investment edge by producing a portfolio of
high-quality holdings that are routinely overweight relative to performance
benchmark weightings. The Board also recognized that Wedgewood has over a
twenty year history of conducting in-house, proprietary research that utilizes
independent research services, company filings, quarterly
--------------------------------------------------------------------------------
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APPROVAL OF THE INVESTMENT ADVISORY AND INVESTMENT SUB-ADVISORY AGREEMENTS
(Concluded)
transcripts, trade publications, sell-side research and communication with
management. 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 the Fund to outperform its 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. The
Trustees concluded that the performance of Wedgewood was reasonable.
Fees and Expenses. The Trustees discussed Wedgewood's sub-advisory fee. They
noted that the fee was in line with other investment advisory contracts
Wedgewood has with other clients. The Trustees recognized 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 the
sub-adviser had 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 Agreement, 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's sub-advisory fee is incremental and not
necessary to maintain Wedgewood's financial viability. After a brief
discussion, the Trustees concluded that Wedgewood's profitability was
reasonable with respect to the 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 Fund and its
shareholders.
--------------------------------------------------------------------------------
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PROXY VOTING RESULTS (Unaudited)
Proposal 1:
A Special Meeting of the Shareholders of the RiverPark/Gargoyle Hedged Value
Fund (the "RiverPark/Gargoyle Fund") was held on June 26, 2015 for the purpose
of considering an agreement and plan of reorganization providing for the
transfer of all of the assets of the RiverPark/Gargoyle Fund to, and the
assumption of all liabilities of the RiverPark/ Gargoyle Fund by the
TCW/Gargoyle Hedged Value Fund. The proposal was approved with the following
voting results:
NO. OF SHARES % OF OUTSTANDING SHARES % OF SHARES VOTED
------------- ----------------------- -----------------
Affirmative 2,862,293.919 54.269% 99.651%
Against 6,705.354 0.127% 0.234%
Abstain 3,329.701 0.063% 0.115%
Total 2,872,328.974 54.459% 100.000%
Proposal 2:
A Special Meeting of the Shareholders of the RiverPark/Gargoyle Fund was held
on June 26, 2015 for the purpose of considering adjournments of the special
meeting from time to time to solicit additional proxies if there are
insufficient votes at the time of the special meeting to constitute a quorum or
to approve proposal 1. The Proposal was approved with the following voting
results:
NO. OF SHARES % OF OUTSTANDING SHARES % OF SHARES VOTED
------------- ----------------------- -----------------
Affirmative 2,861,943.919 54.262% 99.639%
Against 6,952.354 0.132% 0.242%
Abstain 3,432.701 0.065% 0.119%
Total 2,872,328.974 54.459% 100.000%
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NOTICE TO SHAREHOLDERS (Unaudited)
For shareholders that do not have a September 30, 2015 tax year end, this
notice is for informational purposes only. For shareholders with a September
30, 2015 tax year end, please consult your tax advisor as to the pertinence of
this notice. For the fiscal year ended September 30, 2015, 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 41% 59% 100% 66%
RiverPark/Wedgewood Fund 63% 37% 100% 44%
RiverPark Short Term High Yield Fund 0% 100% 100% 0%
RiverPark Structural Alpha Fund 79% 21% 100% 0%
RiverPark Strategic Income Fund 0% 100% 100% 0%
QUALIFYING U.S. GOVERNMENT QUALIFIED QUALIFIED SHORT-TERM
DIVIDEND INCOME(2) INTEREST(3) INTEREST INCOME(4) CAPITAL GAIN(5)
-------------------- ---------------- -------------------- ------------------------
RiverPark Large Growth Fund 67% 0% 0% 100%
RiverPark/Wedgewood Fund 43% 0% 0% 100%
RiverPark Short Term High Yield Fund 0% 0% 73% 0%
RiverPark Structural Alpha Fund 0% 0% 0% 100%
RiverPark Strategic Income Fund 0% 0% 70% 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.
(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.
--------------------------------------------------------------------------------
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INVESTMENT ADVISER
RiverPark Advisors, LLC
156 West 56th Street, 17th Floor
New York, New York 10019
CUSTODIAN
Brown Brothers Harriman & Co.
40 Water Street
Boston, Massachusetts 02109
PRIME BROKERS:
Goldman Sachs & Co.
200 West Street, 3rd Floor
New York, NY 10282
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-001-0500
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, 2015 and September 30, 2014 for professional services rendered by
registrant's principal accountant were as follows:
------------------------------------------------------
2015 2014
------------------------------------------------------
(a) Audit Fees $97,000 $94,000
------------------------------------------------------
(b) Audit-Related Fees $ - $ -
------------------------------------------------------
(c) Tax Fees $20,000 $20,000
------------------------------------------------------
(d) All Other Fees $ 9,600 $ 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 years ended
September 30, 2015 and September 30, 2014, All Other Fees relate to the review
of the March 31, 2015 and March 31, 2014 Semi-Annual Reports.
(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 7, 2015
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ Morty Schaja
-------------------------------------
Morty Schaja
President
Date: December 7, 2015
By (Signature and Title)* /s/ Rami Abdel-Rahman
-------------------------------------
Rami Abdel-Rahman
Chief Financial Officer and Treasurer
Date: December 7, 2015
* Print the name and title of each signing officer under his or her
signature.