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, 2016
DATE OF REPORTING PERIOD: SEPTEMBER 30, 2016
ITEM 1. REPORTS TO STOCKHOLDERS.
RIVERPARK
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Annual Report
September 30, 2016
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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
RIVERPARK
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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 ........................................ 10
RiverPark Strategic Income Fund ........................................ 13
RiverPark Focused Value Fund ........................................... 15
Schedules of Investments
RiverPark Large Growth Fund ............................................ 17
RiverPark/Wedgewood Fund ............................................... 18
RiverPark Short Term High Yield Fund ................................... 19
RiverPark Long/Short Opportunity Fund .................................. 21
RiverPark Structural Alpha Fund ........................................ 24
RiverPark Strategic Income Fund ........................................ 26
RiverPark Focused Value Fund ........................................... 30
Statements of Assets and Liabilities ...................................... 32
Statements of Operations .................................................. 34
Statements of Changes in Net Assets ....................................... 36
Financial Highlights ...................................................... 40
Notes to Financial Statements ............................................. 46
Report of Independent Registered Public Accounting Firm ................... 62
Trustees and Officers of the Trust ........................................ 63
Disclosure of Fund Expenses ............................................... 65
Approval of the Investment Advisory and Investment Sub-Advisory Agreements 67
Notice to Shareholders .................................................... 71
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, 2016, the RiverPark Large Growth Fund
(the "Fund") gained 10.58% and 10.36% on its Institutional Class Shares and
Retail Class Shares, respectively, while the Russell 1000 Growth Index gained
13.76% and the S&P 500 Index gained 15.43% .
Investment results for the fiscal year were not uniform across quarters. The
Institutional Class Shares gained 4.94% for the December quarter, lost 0.17%
for the March quarter, and 2.75% for the June quarter, and gained 8.55% 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, Consumer
Discretionary, Real Estate, and Energy. The Fund's worst fiscal year-to-date
performing sectors were Industrials, Telecommunications Services, Health Care,
and Materials. The Fund's best fiscal year-to-date performers were Las Vegas
Sands, Equinix, Alphabet, Facebook, and American Tower. The Fund's worst fiscal
year-to-date performers were Perrigo, Realogy Holdings, The Blackstone Group
LP, American Express, and Alliance Data Systems.
The RiverPark Large Growth Fund seeks to make investments in securities of
large capitalization companies, which it defines as those in excess of $5
billion. The Fund invests in what it believes are exciting growth businesses
with significant long-term growth potential, but patiently waits for
opportunities to purchase these companies at attractive prices. RiverPark
believes the style is best described as a "value orientation toward growth."
RiverPark believes that the current market environment provides it with an
opportunity to own a diversified portfolio of growth stocks at attractive
valuations. We are cautiously optimistic that we can achieve our long-term
objective of realizing above average rates of return over the next few years.
This represents the manager's assessment of the market environment at a
specific point in time and should not be relied upon by the reader as research
or investment advice.
The Russell 1000 Growth Index measures the performance of the large-cap growth
segment of the U.S. equity universe. It includes those Russell 1000 Index
companies with higher price-to-book ratios and higher forecasted growth
values.
The S&P 500 Index is an unmanaged market capitalization value weighted
composite index of 500 stocks.
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1
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Comparison of Change in the Value of a $10,000 Investment in the RiverPark Large
Growth Fund, Retail Class Shares, versus the Russell 1000 Growth Index and the
S&P 500 Index
----------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS FOR THE
PERIOD ENDED SEPTEMBER 30, 2016
----------------------------------------------------------------------
Annualized Annualized Annualized
One Year Return 3 Year Return 5 Year Return Inception to Date*
----------------------------------------------------------------------------------------------------
Institutional Class Shares 10.58% 6.11% 14.17% 11.94%
----------------------------------------------------------------------------------------------------
Retail Class Shares 10.36% 5.86% 13.89% 11.67%
----------------------------------------------------------------------------------------------------
Russell 1000 Growth Index 13.76% 11.83% 16.60% 14.34%
----------------------------------------------------------------------------------------------------
S&P 500 Index 15.43% 11.16% 16.37% 13.67%
----------------------------------------------------------------------------------------------------
[LINE GRAPH OMITTED - PLOT POINTS AS FOLLOWS]
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RiverPark Large Growth Fund, Russell 1000 S&P
Retail Class Shares Growth Index 500 Index
--------------------------------------------------------------------------------
9/30/10 $10,000 $10,000 $10,000
9/30/11 10,119 10,378 10,114
9/30/12 13,275 13,407 13,169
9/30/13 16,347 15,991 15,716
9/30/14 18,544 19,053 18,818
9/30/15 17,573 19,658 18,702
9/30/16 19,394 22,363 21,588
--------------------------------------------------------------------------------
* 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 31, 2016, 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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2
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MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK/WEDGEWOOD FUND
For the fiscal year ended September 30, 2016, the RiverPark/Wedgewood Fund (the
"Fund") gained 3.88% and 4.13%* on its Institutional Class Shares and Retail
Class Shares, respectively, while the Russell 1000 Growth Index gained 13.76%
and the S&P 500 Index gained 15.43%.
Investment results for the fiscal year were not uniform across quarters. The
Institutional Class Shares gained 1.65% for December quarter, gained 1.15% for
the March quarter, lost 1.86% for the June quarter, and gained 2.94% 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 Consumer Discretionary, Information
Technology, Consumer Staples, and Energy. The Fund's worst fiscal year-to-date
performing sectors were Health Care, Industrials, and Financials. The Fund's
best fiscal year-to-date performers were Kraft Heinz, Alphabet, Priceline
Group, LKQ, and PayPal Holdings. The Fund's worst fiscal year-to-date
performers were Stericycle, Perrigo, Cognizant Technology Solutions, M&T Bank,
and Express Scripts Holdings.
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.
*Total one year return for the Retail Class Shares has been increased by a
one-time adjustment as a result of a management change in estimate relating to
shareholder servicing and administrative servicing fees. Had this change in
estimate not occurred, total return would have been 3.63%.
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3
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Comparison of Change in the Value of a $10,000 Investment in the
RiverPark/Wedgewood Fund, Retail Class Shares, versus the Russell 1000 Growth
Index and the S&P 500 Index
-------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS FOR THE
PERIOD ENDED SEPTEMBER 30, 2016
------------------------------------------------------------------------
Annualized Annualized Annualized
One Year Return 3 Year Return 5 Year Return Inception to Date*
-------------------------------------------------------------------------------------------------------
Institutional Class Shares 3.88% 4.86% 12.68% 11.07%
-------------------------------------------------------------------------------------------------------
Retail Class Shares (1) 4.13% 4.79% 12.51% 10.89%
-------------------------------------------------------------------------------------------------------
Russell 1000 Growth Index 13.76% 11.83% 16.60% 14.34%
-------------------------------------------------------------------------------------------------------
S&P 500 Index 15.43% 11.16% 16.37% 13.67%
-------------------------------------------------------------------------------------------------------
[LINE GRAPH OMITTED - PLOT POINTS AS FOLLOWS]
--------------------------------------------------------------------------------
RiverPark/Wedgewood Fund, Russell 1000 S&P
Retail Class Shares Growth Index 500 Index
--------------------------------------------------------------------------------
9/30/10 $10,000 $10,000 $10,000
9/30/11 10,312 10,378 10,114
9/30/12 13,836 13,407 13,169
9/30/13 16,160 15,991 15,716
9/30/14 18,569 19,053 18,818
9/30/15 17,858 19,658 18,702
9/30/16 18,595 22,363 21,588
--------------------------------------------------------------------------------
* Fund commenced operations on September 30, 2010.
(1) Total return has been increased by a one-time adjustment as a result of a
management change in estimate relating to shareholder servicing and
administrative servicing fees. Had this change in estimate not occurred,
total one year return would have been 3.63%.
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 June 30, 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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4
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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, 2016, the RiverPark Short Term High
Yield Fund (the "Fund") gained 3.05% and 2.81% on its Institutional Class
Shares and Retail Class Shares, respectively, while the BofA Merrill Lynch 1-3
Year U.S. Corporate Bond Index gained 2.48%, the BofA Merrill Lynch 1-Year U.S.
Treasury Index gained 0.54% and the BofA Merrill Lynch 0-3 Year U.S. High Yield
Index Excluding Financials gained 10.85%.
Investment results for the fiscal year were not uniform across quarters. The
Institutional Class Shares gained 0.27% for December quarter, 0.97% for the
March quarter, 0.81% for the June quarter, and 0.96% 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 2.17% in the Short Term Maturities Category, 1.03% in Event
Driven, 0.56% in Redeemed Debt, 0.16% in Cushion Bonds, and lost 0.08% in
Strategic Recap 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, 2016, 73%
of the Fund's invested portfolio is expected to mature or be repaid within 90
days, while 90% of the Fund's invested portfolio is expected to mature or be
repaid within 12 months. Over 65% 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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5
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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, 2016
----------------------------------------------------------------------
Annualized Annualized Annualized
One Year Return 3 Year Return 5 Year Return Inception to Date*
-------------------------------------------------------------------------------------------------------------------------------
Institutional Class Shares 3.05% 2.75% 3.37% 3.35%
-------------------------------------------------------------------------------------------------------------------------------
Retail Class Shares 2.81% 2.43% 3.06% 3.06%
-------------------------------------------------------------------------------------------------------------------------------
BofA Merrill Lynch 1-3 Year U.S. Corporate Bond Index 2.48% 1.80% 2.33% 2.17%
-------------------------------------------------------------------------------------------------------------------------------
BofA Merrill Lynch 1-Year U.S. Treasury Index 0.54% 0.35% 0.33% 0.36%
-------------------------------------------------------------------------------------------------------------------------------
BofA Merrill Lynch 0-3 Year U.S. High Yield Index
Excluding Financials 10.85% 4.55% 6.18% 5.50%
-------------------------------------------------------------------------------------------------------------------------------
[LINE GRAPH OMITTED - PLOT POINTS AS FOLLOWS]
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BofA Merrill Lynch BofA Merrill BofA Merrill Lynch 0-3 Year
RiverPark Short Term High Yield Fund, 1-3 Year U.S. Lynch 1-Year U.S. High Yield Index
Retail Class Shares Corporate Bond Index U.S. Treasury Index Excluding Financials
------------------------------------------------------------------------------------------------------------------------------------
9/30/10 $10,000 $10,000 $10,000 $10,000
9/30/11 10,306 10,141 10,055 10,220
9/30/12 10,809 10,598 10,082 11,293
9/30/13 11,149 10,785 10,113 12,071
9/30/14 11,486 10,981 10,139 12,509
9/30/15 11,655 11,104 10,165 12,444
9/30/16 11,983 11,379 10,220 13,794
------------------------------------------------------------------------------------------------------------------------------------
* 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 September 30, 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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6
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MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK LONG/SHORT OPPORTUNITY FUND
For the fiscal year ended September 30, 2016, the RiverPark Long/Short
Opportunity Fund (the "Fund") gained 1.98% and 1.79% on its Institutional Class
Shares and Retail Class Shares respectively, while the S&P 500 Index gained
15.43% and the Morningstar Long/Short Equity Category gained 2.06% . The
average gross and net month-end exposures of the Fund for the fiscal year were
160% and 58% (long 109%, short 51%), respectively.
The Fund's long positions contributed approximately 12.1% for the fiscal year,
as compared to the performance of the broad stock market as measured by the S&P
500 Index which gained 15.4% .The Fund was negatively affected by its short
positions which detracted 8.6% for the fiscal year ended September 30, 2016. 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 gained 4.36% for December quarter, lost 3.80% for
the March quarter, lost 4.54% for the June quarter, and gained 6.41% 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 Consumer Discretionary, Information
Technology, Energy, and Financials. The Fund's worst fiscal year-to-date
performing sectors were Telecommunication Services, Health Care, Industrials,
and Consumer Staples. The Fund's best fiscal year-to-date performers were Las
Vegas Sands, Facebook, Equinix, Alphabet, and American Tower. The Fund's worst
fiscal year-to-date performers were Realogy Holdings, Perrigo, NVIDIA, Pacira
Pharmaceuticals, and The Blackstone Group.
Derivatives, which were used to marginally leverage the long positions through
total return swaps or equity options, contributed approximately 2.0% to the
Fund performance.
The RiverPark Long/Short Opportunity Fund seeks long-term capital appreciation
while managing downside volatility by investing long in equity securities that
the Fund's investment adviser believes have above-average growth prospects and
selling short equity securities the Adviser believes are competitively
disadvantaged over the long-term. The Fund is an opportunistic long/short
investment fund. The Fund's investment goal is to achieve above average rates
of return with less volatility and less downside risk as compared to U.S.
equity markets. We believe the long book is currently comprised of businesses
that are attractively priced as, on average, their businesses have experienced
earnings growth in excess of their stock price gains. We believe the
substantial appreciation of the short book, much of it due to valuation
expansion along with or exceeding the market's, has created an unusually
attractive opportunity to short businesses that we believe are flawed 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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7
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MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK LONG/SHORT OPPORTUNITY FUND
Supplemental Disclosure (Unaudited):
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 and total return swap transactions as of September 30, 2016. 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, 2016.
Common Stock and Total Return Swaps:
GAAP NON-GAAP
EXPOSURE EXPOSURE
-------- --------
Alliance Data Systems
Common Stock 3.9% 3.9%
------ ------
Total Return Swap -- 1.4%
------ ------
3.9% 5.3%
------ ------
Alphabet Inc, Class C
Common Stock 2.5% 2.5%
------ ------
Total Return Swap -- 0.6%
------ ------
2.5% 3.1%
------ ------
Alphabet Inc, Class A
Common Stock 2.8% 2.8%
------ ------
Total Return Swap -- 0.3%
------ ------
2.8% 3.1%
------ ------
American Tower Corp
Common Stock 3.4% 3.4%
------ ------
Total Return Swap -- 1.0%
------ ------
3.4% 4.4%
------ ------
Apple Inc
Common Stock 4.2% 4.2%
------ ------
Total Return Swap -- 0.9%
------ ------
4.2% 5.1%
------ ------
CME Group Inc
Common Stock 2.6% 2.6%
------ ------
Total Return Swap -- 1.4%
------ ------
2.6% 4.0%
------ ------
Dollar Tree Inc
Common Stock 1.8% 1.8%
------ ------
Total Return Swap -- 2.4%
------ ------
1.8% 4.2%
------ ------
eBay Inc
Common Stock 1.5% 1.5%
------ ------
Total Return Swap -- 1.0%
------ ------
1.5% 2.5%
------ ------
Las Vegas Sands Corp
Common Stock 3.2% 3.2%
------ ------
Total Return Swap -- 0.9%
------ ------
3.2% 4.1%
------ ------
MasterCard Inc
Common Stock 1.0% 1.0%
------ ------
Total Return Swap -- 2.5%
------ ------
1.0% 3.5%
------ ------
GAAP NON-GAAP
EXPOSURE EXPOSURE
-------- ---------
Priceline Group Inc
Common Stock 4.3% 4.3%
------ ------
Total Return Swap -- 0.1%
------ ------
4.3% 4.4%
------ ------
Realogy Holdings Corp
Common Stock 0.3% 0.3%
------ ------
Total Return Swap -- 2.2%
------ ------
0.3% 2.5%
------ ------
Schlumberger Ltd
Common Stock 1.2% 1.2%
------ ------
Total Return Swap -- 1.4%
------ ------
1.2% 2.6%
------ ------
Southwestern Energy Co
Common Stock 0.4% 0.4%
------ ------
Total Return Swap -- 1.9%
------ ------
0.4% 2.3%
------ ------
Visa Inc
Common Stock 2.2% 2.2%
------ ------
Total Return Swap -- 1.2%
------ ------
2.2% 3.4%
------ ------
Walt Disney Co
Common Stock 1.1% 1.1%
------ ------
Total Return Swap -- 1.9%
------ ------
1.1% 3.0%
------ ------
Remaining Underliers
Common Stock 58.5% 58.5%
------ ------
Total Common Stock and
Total Return Swaps 94.9% 116.0%
====== ======
Securities Sold Short, Not Yet Purchased:
GAAP NON-GAAP
EXPOSURE EXPOSURE
-------- --------
Common Stock -59.1% -59.1%
------ ------
Total Securities Sold Short,
Not Yet Purchased -59.1% -59.1%
====== ======
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8
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Comparison of Change in the Value of a $10,000 Investment in the RiverPark
Long/Short Opportunity Fund, Retail Class Shares, versus the S&P 500 Index and
the Morningstar Long/Short Equity Category
--------------------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS FOR THE
PERIOD ENDED SEPTEMBER 30, 2016
-----------------------------------------------------------------------
Annualized Annualized Annualized
One Year Return 3 Year Return 5 Year Return* Inception to Date*
--------------------------------------------------------------------------------------------------------------------------------
Institutional Class Shares 1.98% 0.62% 6.27% 5.46%
--------------------------------------------------------------------------------------------------------------------------------
Retail Class Shares 1.79% 0.43% 6.10% 5.35%
--------------------------------------------------------------------------------------------------------------------------------
S&P 500 Index 15.43% 11.16% 16.37% 13.16%
--------------------------------------------------------------------------------------------------------------------------------
Morningstar Long/Short Equity Category 2.06% 1.90% 4.53% 3.00%
--------------------------------------------------------------------------------------------------------------------------------
[LINE GRAPH OMITTED - PLOT POINTS AS FOLLOWS]
--------------------------------------------------------------------------------------------------------
RiverPark Long/Short Opportunity Fund, Morningstar Long/Short
Retail Class Shares S&P 500 Index Equity Category
--------------------------------------------------------------------------------------------------------
9/30/09 $10,000 $10,000 $10,000
9/30/10 10,242 11,016 10,160
9/30/11 10,708 11,142 9,859
9/30/12 14,151 14,507 10,655
9/30/13 14,215 17,313 11,647
9/30/14 14,751 20,730 12,389
9/30/15 14,145 20,603 12,055
9/30/16 14,398 23,782 12,303
--------------------------------------------------------------------------------------------------------
* 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.
--------------------------------------------------------------------------------
9
RIVERPARK
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--------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK STRUCTURAL ALPHA FUND
For the fiscal year ended September 30, 2016, the RiverPark Structural Alpha
Fund (the "Fund") gained 1.89% on its Institutional Class Shares and 1.80% on
its Retail Class Shares, while the S&P 500 Index gained 15.43%, the Morningstar
Market Neutral Category gained 0.38% and the Morningstar Option Writing
Category gained 4.96%.
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, 2016, 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 56.6% and this component returned 6.95%.
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
37.6% and this component returned 0.80%.
3. Constant Hedge: This component is a market short, using futures and
options that are 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 its weighting in the portfolio changes based on the weightings of
the other two components. For this fiscal year, the average exposure
was 28.2% and this component returned -4.15%.
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 0.10%.
The Fund's market exposure since inception has had an actual beta, or net
market exposure, of 0.28. 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 slightly 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.
--------------------------------------------------------------------------------
10
RIVERPARK
[LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK STRUCTURAL ALPHA FUND
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 Morningstar Option Writing Category funds aim to generate a significant
portion of their returns from the collection of premiums on options contracts
sold. This category includes covered call strategies, put writing strategies,
as well as options strategies that target returns primarily from contract
premiums. In addition, option writing funds may seek to generate a portion of
their returns, either indirectly or directly, from the volatility risk premium
associated with options trading strategies.
The Performance attribution is gross of fees.
--------------------------------------------------------------------------------
11
RIVERPARK
[LOGO OMITTED] 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, the
Morningstar Market Neutral Category and the Morningstar Option Writing Category
------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS FOR THE
PERIOD ENDED SEPTEMBER 30, 2016
-----------------------------------------------------------------------
Annualized Annualized Annualized
One Year Return 3 Year Return 5 Year Return* Inception to Date*
------------------------------------------------------------------------------------------------------------------
Institutional Class Shares 1.89% 2.58% 5.33% 6.94%
------------------------------------------------------------------------------------------------------------------
Retail Class Shares 1.80% 2.36% 5.19% 6.86%
------------------------------------------------------------------------------------------------------------------
S&P 500 Index 15.43% 11.16% 16.37% 9.88%
------------------------------------------------------------------------------------------------------------------
Morningstar Market Neutral Category 0.38% 0.70% 0.81% 0.13%
------------------------------------------------------------------------------------------------------------------
Morningstar Option Writing Category** 4.96% 3.53% 6.34% 3.82%(1)
------------------------------------------------------------------------------------------------------------------
[LINE GRAPH OMITTED - PLOT POINTS AS FOLLOWS]
----------------------------------------------------------------------------------------------------------------
RiverPark Structural Alpha, Morningstar Market Morningstar Option
Retail Class Shares S&P 500 Index Neutral Category Writing Category**
----------------------------------------------------------------------------------------------------------------
9/26/08 $10,000 $10,000 $10,000 $10,000
9/30/08 10,016 9,616 10,023 10,000
9/30/09 11,788 8,952 9,988 9,531
9/30/10 12,985 9,861 9,843 9,935
9/30/11 13,205 9,974 9,699 9,926
9/30/12 15,146 12,987 9,830 11,366
9/30/13 15,862 15,498 9,893 12,166
9/30/14 16,680 18,557 10,103 13,110
9/30/15 16,709 18,443 10,064 12,860
9/30/16 17,009 21,289 10,102 13,498
----------------------------------------------------------------------------------------------------------------
(1) The Morningstar Option Writing Category performance is only available on a
monthly basis. The Predecessor Fund incepted on September 26, 2008, thus
the category performance from September 26, 2008 through September 30, 2008
is not available. The annualized inception-to-date category performance
presented above is from September 30, 2008.
* 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.
** Effective April 2016, the Fund's Morningstar category was changed to
Morningstar Option Writing Category.
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.
--------------------------------------------------------------------------------
12
RIVERPARK
[LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK STRATEGIC INCOME FUND
For the fiscal year ended September 30, 2016, the RiverPark Strategic Income
Fund (the "Fund") gained 5.34% and 5.08% on its Institutional Class Shares and
Retail Class Shares, respectively, while the Bloomberg Barclays U.S. Aggregate
Bond Index gained 5.19% and the Morningstar Multisector Bond Category gained
7.10%.
Investment results for the fiscal year were not uniform across quarters. The
Institutional Class Shares lost 2.59% for December quarter, and 0.27% for the
March quarter, then gained 5.21% for the June quarter, and 3.06% in the
September quarter.
The Fund realized positive contributions from its investments in five of its
seven categories of investment. The Fund realized a contribution to its
performance of 3.42% in its Buy & Hold "Money Good" investments, 1.97% in
RiverPark Short Term High Yield Bond Fund Overlap, 0.88% in Off the Beaten
Path, 0.53% in Priority Based (Above the Fray), and 0.54% in Other (ABS)
category. The Fund had detraction to its performance of 1.12% in Interest Rate
Resets (floaters, cushion bonds) and 0.16% in Hedges category of investments.
As of September 30, 2016, the Fund's net assets were weighted by category as
follows: 24.40% was held in RiverPark Short Term High Yield Bond Fund Overlap
investments, 51.41% in the Buy & Hold "Money Good" category, 6.77% in Off The
Beaten Path, 6.04% in Other (ABS), 5.72% in the Priority Based (Above the
Fray), 2.77% in Interest Rate Resets (floaters, cushion bonds), -2.78% in
Hedges, with the remaining 5.67% in cash and cash equivalents. Across all
categories, 70.4% of the net assets were held in high yield securities and
23.3% was held in investment grade securities. The Fund held 108 positions as
of this date, 17 of which were held in the RiverPark Short Term High Yield Bond
Fund Overlap category and 91 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 Bloomberg 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.
--------------------------------------------------------------------------------
13
RIVERPARK
[LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
Comparison of Change in the Value of a $10,000 Investment in the RiverPark
Strategic Income Fund, Retail Class Shares, versus the Bloomberg Barclays U.S.
Aggregate Bond Index and the Morningstar Multisector Bond Category
----------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD
ENDED SEPTEMBER 30, 2016
------------------------------------------------------
Annualized Annualized
One Year Return 3 Year Return Inception to Date*
----------------------------------------------------------------------------------------------------
Institutional Class Shares 5.34% 3.55% 3.55%
----------------------------------------------------------------------------------------------------
Retail Class Shares 5.08% 3.27% 3.27%
----------------------------------------------------------------------------------------------------
Bloomberg Barclays U.S. Aggregate Bond Index 5.19% 4.03% 4.03%
----------------------------------------------------------------------------------------------------
Morningstar Multisector Bond Category 7.10% 3.63% 3.63%
----------------------------------------------------------------------------------------------------
[LINE GRAPH OMITTED - PLOT POINTS AS FOLLOWS]
------------------------------------------------------------------------------------------------------------------
RiverPark Strategic Income Fund, Bloomberg Barclays Morningstar Multisector
Retail Class Shares U.S. Aggregate Bond Index Bond Category
------------------------------------------------------------------------------------------------------------------
9/30/13 $10,000 $10,000 $10,000
9/30/14 10,693 10,396 10,586
9/30/15 10,481 10,701 10,390
9/30/16 11,014 11,257 11,127
------------------------------------------------------------------------------------------------------------------
* 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. Effective March 31, 2014, 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.
--------------------------------------------------------------------------------
14
RIVERPARK
[LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS
RIVERPARK FOCUSED VALUE FUND
For the fiscal period ended September 30, 2016, the RiverPark Focused Value
Fund (the "Fund") lost 5.83% on the Institutional Class and lost 6.14% Retail
Class Shares, while the Russell 1000 Value Index gained 16.20%, the Morningstar
Large Value category gained 12.86% and the Morningstar Large Blend category
gained 11.76%.
Investment results for the fiscal year were not uniform across quarters. The
Institutional Class Shares lost 0.54% for December quarter, lost 6.97% for the
March quarter, lost 2.67% for the June quarter, and gained 4.57% 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 Consumer Discretionary,
Industrials, Energy, and Real Estate. The Fund's worst fiscal year-to-date
performing sectors were Health Care, Materials, Utilities and Financials. The
Fund's best fiscal year-to-date performers were Las Vegas Sand, Broadcom,
Macquarie Infrastructure, American Tower, and Magellan Midstream Partners. The
Fund's worst fiscal year-to-date performers were Valeant Pharmaceuticals
International, CF Industries Holdings, Western Digital, Calpine, and Realogy
Holdings.
RiverPark Focused Value Fund seeks long-term capital appreciation by investing
in large capitalization U.S. equity securities that RiverPark 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.
The Morningstar Large Blend Category funds invest in a variety of large U.S.
stocks. Stocks in the top 70% of the capitalization of the U.S. equity market
are defined as large-cap. The blend style is assigned to funds where neither
growth nor value characteristics predominate.
--------------------------------------------------------------------------------
15
RIVERPARK
[LOGO OMITTED] 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,
the Morningstar Large Value Category and the Morningstar Large Blend Category
--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS FOR
THE PERIOD ENDED SEPTEMBER 30, 2016
-------------------------------------
Annualized
One Year Return Inception to Date*
--------------------------------------------------------------------------------
Institutional Class Shares -5.83% -13.38%
--------------------------------------------------------------------------------
Retail Class Shares -6.14% -13.57%
--------------------------------------------------------------------------------
Russell 1000 Value Index 16.20% 4.31%
--------------------------------------------------------------------------------
Morningstar Large Value Category 12.86% 3.19%
--------------------------------------------------------------------------------
Morningstar Large Blend Category** 11.76% 3.26%
--------------------------------------------------------------------------------
[LINE GRAPH OMITTED - PLOT POINTS AS FOLLOWS]
---------------------------------------------------------------------------------------------------------------------------
RiverPark Focused Value Fund, Morningstar Large Morningstar Large
Retail Class Shares Russell 1000 Value Index Value Category Blend Category**
---------------------------------------------------------------------------------------------------------------------------
3/31/15 $10,000 $10,000 $10,000 $10,000
6/30/15 9,970 10,011 9,989 9,992
9/30/15 8,560 9,170 9,143 9,239
12/31/15 8,507 9,687 9,581 9,744
3/31/16 7,904 9,846 9,703 9,773
6/30/16 7,693 10,297 9,963 9,950
9/30/16 8,035 10,656 10,108 10,326
---------------------------------------------------------------------------------------------------------------------------
* Fund commenced operations on March 31, 2015.
** Effective August 2015, the Fund's Morningstar category was changed to the
Morningstar Large Blend Category.
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.
--------------------------------------------------------------------------------
16
RIVERPARK RiverPark Large Growth Fund
[LOGO OMITTED] FUNDS September 30, 2016
--------------------------------------------------------------------------------
Sector Weighting+
29.6% Information Technology
26.8% Consumer Discretionary
18.5% Financials
12.5% Real Estate
6.2% Energy
5.4% Health Care
1.0% Materials
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
Description Shares Value (000)
--------------------------------------------------------------------------------
Schedule of Investments
Common Stock -- 99.0%**
Consumer Discretionary -- 26.5%
Amazon.com* 1,936 $ 1,621
CarMax* 34,044 1,816
Chipotle Mexican Grill, Cl A* 2,886 1,222
Dollar Tree* 33,091 2,612
Dollarama^ 15,126 1,181
Las Vegas Sands 43,681 2,514
NIKE, Cl B 15,287 805
Priceline Group* 1,870 2,752
Starbucks 17,992 974
Walt Disney 18,364 1,705
--------
17,202
--------
Energy -- 6.2%
EOG Resources 12,443 1,203
Schlumberger 19,716 1,551
Southwestern Energy* 89,720 1,242
--------
3,996
--------
Financials -- 18.4%
Affiliated Managers Group* 6,493 940
BlackRock, Cl A 2,841 1,030
Charles Schwab 61,724 1,949
CME Group, Cl A 21,514 2,249
Intercontinental Exchange 4,857 1,308
TD Ameritrade Holding 51,689 1,821
The Blackstone Group LP (a) 102,284 2,611
--------
11,908
--------
Health Care -- 5.3%
Align Technology* 8,688 815
Illumina* 4,074 740
Intuitive Surgical* 1,762 1,277
Perrigo 6,726 621
--------
3,453
--------
--------------------------------------------------------------------------------
Description Shares Value (000)
--------------------------------------------------------------------------------
Information Technology -- 29.3%
Adobe Systems* 10,815 $ 1,174
Alliance Data Systems* 12,836 2,754
Alphabet, Cl A* 2,054 1,652
Alphabet, Cl C* 2,127 1,653
Apple 26,219 2,964
eBay* 49,275 1,621
Facebook, Cl A* 20,713 2,657
Mastercard, Cl A 18,459 1,879
Trimble* 27,332 780
Visa, Cl A 22,461 1,857
--------
18,991
--------
Materials -- 1.0%
Monsanto 6,600 674
--------
Real Estate -- 12.3%
American Tower REIT, Cl A 21,621 2,450
CBRE Group, Cl A* 61,929 1,733
Equinix REIT 6,065 2,185
Realogy Holdings 62,927 1,627
--------
7,995
--------
Total Common Stock
(Cost $52,788) (000) 64,219
--------
Total Investments -- 99.0%
(Cost $52,788) (000) $ 64,219
========
As of September 30, 2016, 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, 2016, 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 $64,849 (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, 2016,
this security amounted to $2,611 (000) or 4.0% of Net Assets.
Cl -- Class
LP -- Limited Partnership
REIT -- Real Estate Investment Trust
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
17
RIVERPARK RiverPark/Wedgewood Fund
[LOGO OMITTED] FUNDS September 30, 2016
--------------------------------------------------------------------------------
Sector Weighting+
35.0% Information Technology
14.6% Consumer Discretionary
13.1% Consumer Staples
12.6% Financials
10.7% Energy
9.2% Industrials
4.8% Health Care
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
Description Shares Value (000)
--------------------------------------------------------------------------------
Schedule of Investments
Common Stock -- 94.4%**
Consumer Discretionary -- 13.8%
LKQ* 1,311,000 $ 46,488
Priceline Group* 64,000 94,175
Ross Stores 600,000 38,580
TJX 443,000 33,128
----------
212,371
----------
Consumer Staples -- 12.4%
Kraft Heinz 1,128,000 100,967
Mead Johnson Nutrition, Cl A 536,000 42,350
TreeHouse Foods* 546,000 47,606
----------
190,923
----------
Energy -- 10.1%
Core Laboratories 592,500 66,556
Schlumberger 1,127,000 88,627
----------
155,183
----------
Financials -- 11.9%
Berkshire Hathaway, Cl B* 910,000 131,468
Charles Schwab 1,660,200 52,412
----------
183,880
----------
Health Care -- 4.5%
Express Scripts Holding* 991,000 69,895
----------
Industrials -- 8.7%
Stericycle* 845,000 67,718
Verisk Analytics, Cl A* 821,000 66,731
----------
134,449
----------
Information Technology -- 33.0%
Alphabet, Cl A* 101,000 81,210
Apple 1,240,000 140,182
Cognizant Technology Solutions,
Cl A* 1,758,000 83,874
PayPal Holdings* 1,340,000 54,900
QUALCOMM 977,000 66,925
--------------------------------------------------------------------------------
Description Shares Value (000)
--------------------------------------------------------------------------------
Visa, Cl A 999,000 $ 82,617
----------
509,708
----------
Total Common Stock
(Cost $1,184,407) (000) 1,456,409
----------
Total Investments -- 94.4%
(Cost $1,184,407) (000) $1,456,409
==========
As of September 30, 2016, 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, 2016, 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 $1,542,799 (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.
--------------------------------------------------------------------------------
18
RIVERPARK RiverPark Short Term High Yield Fund
[LOGO OMITTED] FUNDS September 30, 2016
--------------------------------------------------------------------------------
Sector Weighting+
82.4% Corporate Obligations
17.5% Bank Loan Obligations
0.1% Preferred Stock
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
Face Amount
Description (000) Value (000)
--------------------------------------------------------------------------------
Schedule of Investments
Corporate Obligations -- 80.1%
Consumer Discretionary -- 29.4%
Accuride
9.500%, 08/01/18 $ 7,717 $ 7,756
Bon-Ton Department Stores
10.625%, 07/15/17 3,000 3,017
Cablevision Systems
8.625%, 09/15/17 5,544 5,814
Century Intermediate Holding 2
9.750%, 02/15/19 (a) 2,831 2,891
Choctaw Resort Development
Enterprise
7.250%, 11/15/19 (a) 27,367 27,367
Elizabeth Arden
7.375%, 03/15/21 12,038 12,474
Entercom Radio
10.500%, 12/01/19 17,222 17,954
Gray Television
7.500%, 10/01/20 20,540 21,332
HD Supply
7.500%, 07/15/20 25,582 26,601
Jo-Ann Stores
8.125%, 03/15/19 (a) 10,087 10,112
K Hovnanian Enterprises
8.625%, 01/15/17 1,700 1,744
Landry's
9.375%, 05/01/20 (a) 33,617 35,302
Landry's Holdings II
10.250%, 01/01/18 (a) 20,866 21,361
NPC International
10.500%, 01/15/20 7,427 7,798
Radio Systems
8.375%, 11/01/19 (a) 1,220 1,274
Schaeffler Finance BV
4.750%, 05/15/21 (a) 14,626 15,182
Schaeffler Holding Finance BV
6.875%, 08/15/18 (a) 18,637 19,012
Sirius XM Radio
5.875%, 10/01/20 (a) 1,640 1,688
Starz
5.000%, 09/15/19 20,079 20,376
-----------
259,055
-----------
--------------------------------------------------------------------------------
Face Amount
Description (000) Value (000)
--------------------------------------------------------------------------------
Consumer Staples -- 0.8%
HRG Group
7.875%, 07/15/19 $ 6,931 $ 7,312
-----------
Energy -- 6.2%
Hess
1.300%, 06/15/17 2,357 2,357
Hiland Partners Holdings
7.250%, 10/01/20 (a) 660 684
Sabine Pass LNG
7.500%, 11/30/16 19,605 19,771
7.500%, 11/30/16 (a) 13,960 14,079
Targa Resources Partners
5.000%, 01/15/18 17,077 17,718
-----------
54,609
-----------
Financials -- 4.7%
Crescent Resources
10.250%, 08/15/17 (a) 11,424 11,509
Homefed
6.500%, 06/30/18 (a) 29,960 30,110
-----------
41,619
-----------
Industrials -- 17.6%
Albea Beauty Holdings
8.375%, 11/01/19 (a) 13,991 14,638
Casella Waste Systems
7.750%, 02/15/19 29,412 30,019
Cleaver-Brooks
8.750%, 12/15/19 (a) 6,893 7,255
Icahn Enterprises
3.500%, 03/15/17 30,005 30,116
International Wire Group Holdings
8.500%, 10/15/17 (a) 29,367 29,415
Jac Holding
11.500%, 10/01/19 (a) 4,857 5,153
Reynolds Group Issuer
7.125%, 04/15/19 24,635 24,635
TRAC Intermodal
11.000%, 08/15/19 3,142 3,319
USG
6.300%, 11/15/16 7,540 7,576
WireCo WorldGroup
9.500%, 05/15/17 3,000 3,023
-----------
155,149
-----------
Materials -- 13.0%
Beverage Packaging Holdings
Luxembourg II
5.625%, 12/15/16 (a) 34,490 34,533
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
19
RIVERPARK RiverPark Short Term High Yield Fund
[LOGO OMITTED] FUNDS September 30, 2016
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Face Amount
Description (000)/Shares Value (000)
--------------------------------------------------------------------------------
Joseph T Ryerson & Son
11.250%, 10/15/18 $ 19,726 $ 20,331
Louisiana-Pacific
7.500%, 06/01/20 880 914
Novelis
8.750%, 12/15/20 43,663 45,643
OMNOVA Solutions
7.875%, 11/01/18 7,292 7,323
7.875%, 11/01/18 2,487 2,497
Optima Specialty Steel
12.500%, 12/15/16 (a) 3,568 3,193
--------
114,434
--------
Telecommunication Services -- 8.4%
Cincinnati Bell
8.375%, 10/15/20 4,287 4,397
Level 3 Financing
4.407%, 01/15/18 (b) 7,226 7,258
Sprint Communications
9.125%, 03/01/17 3,756 3,855
6.000%, 12/01/16 21,960 22,097
Telesat Canada
6.000%, 05/15/17 (a) 36,143 36,233
--------
73,840
--------
Total Corporate Obligations
(Cost $706,339) (000) 706,018
--------
Preferred Stock -- 0.1%
Entergy Mississippi
6.000%, 05/01/51 1,105 28
Summit Hotel Properties++
9.250%, 12/31/49 31,660 802
--------
Total Preferred Stock
(Cost $830) (000) 830
--------
Bank Loan Obligations -- 17.0%
Dell International
0.000%, 12/31/18 (c) 24,000 23,885
Eastman Kodak
7.250%, 09/03/19 (c) 9,947 9,885
Energy Future Holdings
4.250%, 12/19/16 43,100 43,402
Envision Healthcare
4.250%, 05/25/18 5,369 5,372
Jo-Ann Stores
4.000%, 03/16/18 6,310 6,301
Lee Enterprises
7.250%, 03/31/19 7,741 7,741
--------------------------------------------------------------------------------
Face Amount
Description (000) Value (000)
--------------------------------------------------------------------------------
Media General
4.000%, 07/31/20 $ 16,390 $ 16,393
Nielsen Finance
2.763%, 06/17/30 (c) 20,083 20,125
Phillips-Medisize
4.750%, 06/16/21 16,957 16,930
--------
Total Bank Loan Obligations
(Cost $149,914) (000) 150,034
--------
Total Investments -- 97.2%
(Cost $857,083) (000) $856,882
========
Investment in Securities Level 1 Level 2 Level 3 Total
------------------------ ------- -------- ------- --------
Corporate Obligations $ -- $706,018 $ -- $706,018
Preferred Stock 830 -- -- 830
Bank Loan Obligations -- 150,034 -- 150,034
------ -------- ------ --------
Total Investments in Securities $ 830 $856,052 $ -- $856,882
====== ======== ====== ========
For the year ended September 30, 2016, 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 $881,547 (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, 2016.
(c) All or a portion is an unsettled bank loan.
++ Real Estate Investment Trust
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
20
RIVERPARK RiverPark Long/Short Opportunity Fund
[LOGO OMITTED] FUNDS September 30, 2016
--------------------------------------------------------------------------------
Sector Weighting+
28.5% Information Technology
25.6% Consumer Discretionary
22.2% Financials
10.5% Real Estate
7.7% Health Care
4.4% Energy
1.1% Materials
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
Description Shares Value (000)
--------------------------------------------------------------------------------
Schedule of Investments
Common Stock -- 94.9%**
Consumer Discretionary -- 24.3%
Amazon.com* 3,464 $ 2,900
CarMax* 57,159 3,049
Chipotle Mexican Grill, Cl A* 5,536 2,344
Dollar Tree* (a) 24,775 1,955
Dollarama++ 28,702 2,241
Imax* 46,547 1,349
Las Vegas Sands (a) 59,360 3,416
NIKE, Cl B 25,443 1,340
Priceline Group* (a) (b) 3,157 4,646
Starbucks (b) 32,832 1,778
Walt Disney (a) (b) 12,859 1,194
---------
26,212
---------
Energy -- 4.1%
EOG Resources 28,478 2,754
Schlumberger (a) 15,979 1,257
Southwestern Energy* (a) (b) 32,253 446
---------
4,457
---------
Financials -- 21.1%
Affiliated Managers Group* 15,181 2,197
BlackRock, Cl A 5,969 2,164
Charles Schwab 131,549 4,153
CME Group, Cl A (a) 26,556 2,776
Intercontinental Exchange 9,246 2,490
TD Ameritrade Holding 101,170 3,565
The Blackstone Group LP (b) (c) 211,691 5,404
---------
22,749
---------
Health Care -- 7.3%
Align Technology* 17,316 1,623
Illumina* 8,656 1,573
Intuitive Surgical* (b) 3,235 2,345
Pacira Pharmaceuticals* 32,624 1,116
Perrigo 13,223 1,221
---------
7,878
---------
--------------------------------------------------------------------------------
Description Shares Value (000)
--------------------------------------------------------------------------------
Information Technology -- 27.0%
Adobe Systems* 17,361 $ 1,884
Alliance Data Systems* (a) 19,437 4,170
Alphabet, Cl A* (a) (b) 3,786 3,044
Alphabet, Cl C* (a) (b) 3,468 2,696
Apple (a) (b) 39,958 4,517
eBay* (a) 50,508 1,662
Facebook, Cl A* 48,362 6,203
Mastercard, Cl A (a) (b) 10,172 1,035
Trimble* (b) 53,282 1,522
Visa, Cl A (a) (b) 28,740 2,377
---------
29,110
---------
Materials -- 1.1%
Monsanto (b) 11,155 1,140
---------
Real Estate -- 10.0%
American Tower REIT, Cl A (a) (b) 31,989 3,625
CBRE Group, Cl A* 102,510 2,868
Equinix REIT (b) 10,981 3,956
Realogy Holdings (a) 12,276 318
---------
10,767
---------
Total Common Stock
(Cost $80,024) (000) 102,313
---------
Total Investments -- 94.9%
(Cost $80,024) (000) $ 102,313
=========
Schedule of Securities Sold Short, Not Yet Purchased
Common Stock -- (59.1)%
Consumer Discretionary -- (23.3)%
Best Buy (54,366) $ (2,076)
Coach (14,557) (532)
Dick's Sporting Goods (18,384) (1,043)
Gannett (46,446) (541)
Gap (51,882) (1,154)
Garmin (38,094) (1,833)
Hibbett Sports* (24,717) (986)
Kohl's (36,156) (1,582)
Lions Gate Entertainment (48,021) (960)
Live Nation Entertainment* (34,561) (950)
Macy's (43,745) (1,621)
Michael Kors Holdings* (16,929) (792)
Nordstrom (10,659) (553)
Omnicom Group (17,154) (1,458)
Publicis Groupe (18,249) (1,380)
Scripps Networks Interactive, Cl A (26,226) (1,665)
Sony ADR (52,671) (1,749)
Target (11,466) (787)
TEGNA (39,631) (866)
Time Warner (7,940) (632)
Twenty-First Century Fox, Cl A ADR (31,724) (768)
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
21
RIVERPARK RiverPark Long/Short Opportunity Fund
[LOGO OMITTED] FUNDS September 30, 2016
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Description Shares Value (000)
--------------------------------------------------------------------------------
WPP (52,733) $ (1,240)
---------
(25,168)
---------
Consumer Staples -- (5.0)%
Coca-Cola (37,531) (1,588)
Kroger (31,600) (938)
Spectrum Brands Holdings (7,616) (1,049)
Wal-Mart Stores (17,371) (1,253)
Whole Foods Market (19,134) (542)
---------
(5,370)
---------
Financials -- (2.4)%
Green Dot, Cl A* (80,311) (1,852)
Thomson Reuters (17,521) (725)
---------
(2,577)
---------
Health Care -- (3.0)%
Acadia Healthcare* (15,886) (787)
Cerner* (21,823) (1,347)
HCA Holdings* (14,223) (1,076)
---------
(3,210)
---------
Industrials -- (3.5)%
Generac Holdings* (13,108) (476)
Nielsen Holdings (30,976) (1,659)
Pitney Bowes (32,360) (588)
TransDigm Group* (3,798) (1,098)
---------
(3,821)
---------
Information Technology -- (13.7)%
Akamai Technologies* (9,938) (527)
Cimpress* (19,669) (1,990)
CommScope Holding* (49,323) (1,485)
Corning (61,933) (1,465)
Flex* (107,224) (1,460)
Intel (27,503) (1,038)
International Business Machines (10,144) (1,612)
j2 Global (16,808) (1,119)
Oracle (30,083) (1,182)
SAP ADR (12,974) (1,186)
Western Union (80,593) (1,678)
---------
(14,742)
---------
Real Estate -- (3.6)%
Iron Mountain REIT (53,808) (2,019)
Prologis REIT (21,640) (1,159)
SL Green Realty REIT (6,468) (699)
---------
(3,877)
---------
Telecommunication Services -- (4.6)%
AT&T (38,165) (1,550)
CenturyLink (51,666) (1,417)
Cogent Communications Holdings (18,976) (699)
--------------------------------------------------------------------------------
Description Shares Value (000)
--------------------------------------------------------------------------------
Verizon Communications (24,364) $ (1,266)
---------
(4,932)
---------
Total Common Stock
(Proceeds $58,886) (000) (63,697)
---------
Total Securities Sold Short, Not Yet Purchased
(Proceeds $58,886) (000) $ (63,697)
=========
The following is a list of the inputs used as of September 30, 2016 in valuing
the Fund's investments, securities sold short, not yet purchased 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 $102,313 $ -- $ -- $102,313
-------- ------ ------ --------
Total Investments in Securities $102,313 $ -- $ -- $102,313
======== ====== ====== ========
Securities Sold Short,
Not Yet Purchased Level 1 Level 2 Level 3 Total
------------------------- -------- ------- ------- --------
Common Stock $(63,697) $ -- $ -- $(63,697)
-------- ------ ------ --------
Total Securities Sold Short,
Not Yet Purchased $(63,697) $ -- $ -- $(63,697)
======== ====== ====== ========
Other Financial Instruments Level 1 Level 2 Level 3 Total
------------------------- -------- ------- ------- --------
Total Return Swaps^ $ -- $ -- $ -- $ --
-------- ------ ------ --------
Total Other Financial
Instruments $ -- $ -- $ -- $ --
======== ====== ====== ========
^ As of September 30, 2016, the swaps are considered Level 2. See Note 2 in
Notes to Financial Statements for additional information.
For the year ended September 30, 2016, 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.
--------------------------------------------------------------------------------
22
RIVERPARK RiverPark Long/Short Opportunity Fund
[LOGO OMITTED] FUNDS September 30, 2016
--------------------------------------------------------------------------------
A list of open swap agreements held by the Fund at September 30, 2016 was as
follows:
------------------------------------------------------------------------------------------------------------------------------------
Total Return Swaps
------------------------------------------------------------------------------------------------------------------------------------
Net Unrealized
Notional Appreciation
Reference Entity/ Fund Termination Amount (Depreciation)
Counterparty Obligation Fund Pays Receives Date Contracts (000) (000)
------------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs
International Alliance Data Systems LIBOR 1-Month - 0.50% Total Return 02/06/17 5,112 $ 1,097 $ --
Goldman Sachs
International Alliance Data Systems Fed Funds 1-Day - 0.45% Total Return 09/13/17 2,156 462 --
Goldman Sachs
International Alphabet, Cl A Fed Funds 1-Day - 0.45% Total Return 09/11/17 379 305 --
Goldman Sachs
International Alphabet, Cl C Fed Funds 1-Day - 0.45% Total Return 09/11/17 808 628 --
Goldman Sachs
International American Tower Fed Funds 1-Day - 0.45% Total Return 10/13/16 9,923 1,125 --
Goldman Sachs
International Apple LIBOR 1-Month - 0.50% Total Return 02/06/17 3,735 422 --
Goldman Sachs
International Apple Fed Funds 1-Day - 0.45% Total Return 08/22/17 4,501 509 --
Goldman Sachs
International CME Group Fed Funds 1-Day - 0.45% Total Return 10/13/16 14,172 1,481 --
Goldman Sachs
International Dollar Tree LIBOR 1-Month - 0.50% Total Return 08/30/17 4,890 386 --
Goldman Sachs
International Dollar Tree Fed Funds 1-Day - 0.45% Total Return 10/12/17 28,550 2,253 --
Goldman Sachs
International eBay Fed Funds 1-Day - 0.45% Total Return 06/14/17 31,411 1,033 --
Goldman Sachs
International Las Vegas Sands Fed Funds 1-Day - 0.45% Total Return 09/11/17 17,647 1,015 --
Goldman Sachs
International Mastercard LIBOR 1-Month - 0.50% Total Return 02/13/17 7,349 748 --
Goldman Sachs
International Mastercard Fed Funds 1-Day - 0.45% Total Return 09/06/17 19,358 1,970 --
Goldman Sachs
International Priceline Group Fed Funds 1-Day - 0.45% Total Return 06/06/17 66 97 --
Goldman Sachs
International Realogy Holdings LIBOR 1-Month - 0.50% Total Return 08/17/17 92,441 2,391 --
Goldman Sachs
International Schlumberger Fed Funds 1-Day - 0.45% Total Return 09/06/17 19,343 1,521 --
Goldman Sachs
International Southwestern Energy Fed Funds 1-Day - 0.45% Total Return 06/14/17 71,196 985 --
Goldman Sachs
International Southwestern Energy LIBOR 1-Month - 0.50% Total Return 08/17/17 73,100 1,012 --
Goldman Sachs
International Visa LIBOR 1-Month - 0.50% Total Return 02/13/17 6,888 570 --
Goldman Sachs
International Visa Fed Funds 1-Day - 0.45% Total Return 06/06/17 8,734 722 --
Goldman Sachs
International Walt Disney Fed Funds 1-Day - 0.45% Total Return 08/22/17 22,528 2,092 --
------
$ --
======
Percentages are based on Net Assets of $107,854 (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) Underlying security for a total return swap.
(b) Some or all is pledged as collateral for securities sold short, not yet
purchased in the total amount of $39,725 (000).
(c) Security considered a Master Limited Partnership. At September 30, 2016,
this security amounted to $5,404 (000) or 5.0% of Net Assets.
ADR -- American Depositary Receipt
Cl -- Class
LIBOR -- London Interbank Offered Rate
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.
--------------------------------------------------------------------------------
23
RIVERPARK RiverPark Structural Alpha Fund
[LOGO OMITTED] FUNDS September 30, 2016
--------------------------------------------------------------------------------
Sector Weighting+
100.0% U.S. Treasury Obligations
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
Face Amount
(000)/
Description Contracts Value (000)
--------------------------------------------------------------------------------
Schedule of Investments
U.S. Treasury Obligations -- 48.1%
U.S. Treasury Bill (a) (b)
0.446%, 11/17/16 $ 1,800 $ 1,800
0.416%, 01/19/17 2,000 1,998
0.381%, 10/20/16 1,800 1,800
0.375%, 03/23/17 2,000 1,996
0.326%, 12/22/16 1,800 1,799
-------
Total U.S. Treasury Obligations
(Cost $9,391) (000) 9,393
-------
Total Investments -- 48.1%
(Cost $9,391) (000) $ 9,393
=======
Schedule of Open Options Purchased
Purchased Options -- 9.6%*#
CBOE S&P 500 Index, Call Option
Expires 06/30/17, Strike Price $2,100 16 $ 239
Expires 10/19/16, Strike Price $2,350 2 --
Expires 10/31/16, Strike Price $2,100 6 47
Expires 11/30/16, Strike Price $2,100 6 54
Expires 10/31/16, Strike Price $2,350 2 --
Expires 12/30/16, Strike Price $2,000 20 363
Expires 03/31/17, Strike Price $2,050 14 229
Expires 12/30/16, Strike Price $2,100 6 60
Expires 10/28/16, Strike Price $2,350 2 --
Expires 01/31/17, Strike Price $2,175 6 35
CBOE S&P 500 Index, Put Option
Expires 10/28/16, Strike Price $1,925 2 --
Expires 10/31/16, Strike Price $1,950 2 --
Expires 10/19/16, Strike Price $1,925 2 --
S&P 500 Index, Call Option
Expires 01/20/17, Strike Price $1,875 6 179
Expires 03/17/17, Strike Price $2,050 14 223
Expires 06/16/17, Strike Price $2,075 14 227
Expires 09/15/17, Strike Price $2,150 16 211
-------
Total Purchased Options
(Cost $1,426) (000) $ 1,867
=======
--------------------------------------------------------------------------------
Description Contracts Value (000)
--------------------------------------------------------------------------------
Schedule of Open Options
Written Written Options -- (5.2)% *#
C2 S&P 500 Index, Call Option
Expires 10/21/16, Strike Price $2,250 (3) $ --
C2 S&P 500 Index, Put Option
Expires 10/21/16, Strike Price $2,100 (3) (3)
CBOE S&P 500 Index, Call Option
Expires 06/30/17, Strike Price $2,250 (16) (99)
Expires 10/05/16, Strike Price $2,250 (2) --
Expires 10/26/16, Strike Price $2,240 (3) --
Expires 11/30/16, Strike Price $2,175 (9) (33)
Expires 10/31/16, Strike Price $2,200 (4) (4)
Expires 10/31/16, Strike Price $2,175 (9) (20)
Expires 10/19/16, Strike Price $2,175 (4) (7)
Expires 12/30/16, Strike Price $2,175 (9) (43)
Expires 12/30/16, Strike Price $2,150 (20) (128)
Expires 03/31/17, Strike Price $2,200 (14) (88)
Expires 10/28/16, Strike Price $2,200 (4) (4)
Expires 10/14/16, Strike Price $2,250 (3) --
Expires 01/31/17, Strike Price $2,250 (9) (19)
CBOE S&P 500 Index, Put Option
Expires 10/14/16, Strike Price $2,120 (3) (2)
Expires 06/30/17, Strike Price $1,925 (8) (46)
Expires 10/28/16, Strike Price $2,080 (4) (4)
Expires 10/05/16, Strike Price $2,125 (2) --
Expires 12/30/16, Strike Price $1,850 (10) (9)
Expires 10/26/16, Strike Price $2,080 (3) (2)
Expires 10/19/16, Strike Price $2,050 (4) (1)
Expires 03/31/17, Strike Price $1,900 (7) (23)
Expires 10/31/16, Strike Price $2,075 (4) (3)
NASDAQ Euro Index, Call Option
Expires 10/07/16, Strike Price $4,975 (2) --
NASDAQ Euro Index, Put Option
Expires 10/07/16, Strike Price $4,675 (2) --
S&P 500 Index, Call Option
Expires 01/20/17, Strike Price $2,050 (6) (87)
Expires 03/17/17, Strike Price $2,200 (14) (81)
Expires 06/16/17, Strike Price $2,225 (14) (97)
Expires 09/15/17, Strike Price $2,300 (16) (89)
S&P 500 Index, Put Option
Expires 01/20/17, Strike Price $1,725 (3) (2)
Expires 03/17/17, Strike Price $1,925 (7) (23)
Expires 09/15/17, Strike Price $2,000 (8) (73)
Expires 06/16/17, Strike Price $1,900 (7) (35)
---------
Total Written Options
(Premiums Received $1,218) (000) $ (1,025)
========
# See Note 2 in Notes to Financial Statements for additional information.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
24
RIVERPARK RiverPark Structural Alpha Fund
[LOGO OMITTED] FUNDS September 30, 2016
--------------------------------------------------------------------------------
The open futures contracts held by the Fund at September 30, 2016 are as
follows:
Number
of Notional Unrealized
Contracts Expiration Amount Appreciation
Counterparty Type of Contract Short Date (000) (000)
-------------------------------------------------------------------------------------------------
Interactive Brokers LLC S&P 500 Index E-MINI (56) Dec-2016 $(6,049) $ 4
======
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, 2016 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 $ 9,393 $ -- $ -- $ 9,393
------- ------ ------- -------
Total Investments in Securities $ 9,393 $ -- $ -- $ 9,393
======= ====== ======= =======
Other Financial Instruments Level 1 Level 2 Level 3 Total
--------------------------- -------- ------- --------- -------
Purchased Options $ -- $ 1,867 $ -- $ 1,867
Written Options -- (1,025) -- (1,025)
Futures**
Unrealized Appreciation 4 -- -- 4
------- ------ ------- -------
Total Other Financial Instruments $ 4 $ 842 $ -- $ 846
======= ====== ======= =======
** 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, 2016, 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 $19,530 (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 $9,393 (000).
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.
--------------------------------------------------------------------------------
25
RIVERPARK RiverPark Strategic Income Fund
[LOGO OMITTED] FUNDS September 30, 2016
--------------------------------------------------------------------------------
Sector Weighting+
76.1% Corporate Obligations
14.7% Bank Loan Obligations
4.3% Commercial Paper
3.1% Asset-Backed Securities
1.7% Convertible Bonds
0.1% Materials
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
Face Amount
Description (000) Value (000)
--------------------------------------------------------------------------------
Schedule of Investments
Corporate Obligations -- 70.3%
Consumer Discretionary -- 19.0%
Accuride
9.500%, 08/01/18 $ 5,429 $ 5,456
Brunswick
4.625%, 05/15/21 (a) 4,150 4,285
Century Intermediate Holding 2
9.750%, 02/15/19 (a) 1,767 1,805
Chester Downs & Marina
9.250%, 02/01/20 (a) 8,293 7,692
Coach
4.250%, 04/01/25 (f) 5,455 5,710
Entercom Radio
10.500%, 12/01/19 11,389 11,873
HT Intermediate Holdings
12.000%, 05/15/19 (a) 8,000 8,200
International Automotive
Components Group
9.125%, 06/01/18 (a) 7,456 7,335
Jo-Ann Stores
8.125%, 03/15/19 (a) 6,812 6,829
LBI Media
10.000%, 04/15/19 (a) 7,383 7,392
MHGE Parent
8.500%, 08/01/19 (a) 9,536 9,679
NPC International
10.500%, 01/15/20 15,095 15,850
Postmedia Network
8.250%, 08/16/17 (a) 1,195 837
Ruby Tuesday
7.625%, 05/15/20 4,749 4,524
Scripps Networks Interactive
2.700%, 12/15/16 9,919 9,943
Spanish Broadcasting System
12.500%, 04/15/17 (a) 1,501 1,505
Wyndham Worldwide
2.950%, 03/01/17 6,287 6,316
--------
115,231
---------
--------------------------------------------------------------------------------
Face Amount
Description (000) Value (000)
--------------------------------------------------------------------------------
Consumer Staples -- 6.2%
BI-LO
9.250%, 02/15/19 (a) $ 9,558 $ 8,268
Carolina Beverage Group
10.625%, 08/01/18 (a) 7,527 7,056
DS Services of America
10.000%, 09/01/21 (a) 535 599
Fresh Market
9.750%, 05/01/23 (a) 2,760 2,470
HRG Group
7.875%, 07/15/19 4,545 4,795
Simmons Foods
7.875%, 10/01/21 (a) 6,069 6,069
Southern States Cooperative
10.000%, 08/15/21 (a) 10,677 8,435
--------
37,692
--------
Energy -- 0.8%
Express Pipeline
7.390%, 12/31/17 (a) 446 455
Sanjel
7.500%, 06/19/19 (a) (b) 2,700 29
Westmoreland Coal
8.750%, 01/01/22 (a) 5,580 4,408
--------
4,892
--------
Financials -- 4.8%
Crescent Communities
8.875%, 10/15/21 (a) 3,800 3,866
Crescent Resources
10.250%, 08/15/17 (a) 3,770 3,798
Hunt Cos
9.625%, 03/01/21 (a) 12,303 12,703
Lender Processing Services
5.750%, 04/15/23 7,191 7,605
Toll Road Investors Partnership
3.353%, 02/15/45 (a) (c) 5,537 1,429
--------
29,401
--------
Health Care -- 0.3%
Gilead Sciences
3.050%, 12/01/16 2,115 2,122
--------
Industrials -- 18.1%
Albea Beauty Holdings
8.375%, 11/01/19 (a) 9,419 9,855
America West Airlines Pass-
Through Trust, Ser 2000-1
8.057%, 07/02/20 443 501
Casella Waste Systems
7.750%, 02/15/19 19,176 19,571
Cleaver-Brooks
8.750%, 12/15/19 (a) 4,659 4,903
Continental Airlines Pass-Through
Trust, Ser 2000-2, Cl A1
7.707%, 04/02/21 2,866 3,127
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
26
RIVERPARK RiverPark Strategic Income Fund
[LOGO OMITTED] FUNDS September 30, 2016
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Face Amount
Description (000) Value (000)
--------------------------------------------------------------------------------
Continental Airlines Pass-Through
Trust, Ser 1999-2, Cl C2
6.236%, 03/15/20 $ 492 $ 518
Continental Airlines Pass-Through
Trust, Ser 2007-1, Cl A
5.983%, 04/19/22 1,197 1,351
Dispensing Dynamics International
12.500%, 01/01/18 (a) 6,626 6,411
HC2 Holdings
11.000%, 12/01/19 (a) 17,017 16,762
International Wire Group Holdings
10.750%, 08/01/21 (a) 8,311 7,937
8.500%, 10/15/17 (a) 5,465 5,474
Jac Holding
11.500%, 10/01/19 (a) 4,715 5,003
Quad
7.000%, 05/01/22 948 915
Spirit AeroSystems
5.250%, 03/15/22 10,825 11,379
Techniplas
10.000%, 05/01/20 (a) 7,756 6,476
Waste Italia
10.500%, 11/15/19 (a) (b) 7,846 2,706
Xerium Technologies
9.500%, 08/15/21 (a) 6,976 7,081
--------
109,970
--------
Information Technology -- 2.4%
Activision Blizzard
5.625%, 09/15/21 (a) 9,500 9,912
Fidelity National Information
Services
5.000%, 03/15/22 (f) 3,925 4,066
Leidos
7.125%, 07/01/32 288 301
--------
14,279
--------
Materials -- 7.9%
Beverage Packaging Holdings
Luxembourg II
5.625%, 12/15/16 (a) 10,460 10,473
Hardwoods Acquisition
7.500%, 08/01/21 (a) 1,500 1,136
Hexion
10.000%, 04/15/20 3,010 2,976
8.875%, 02/01/18 880 843
6.625%, 04/15/20 3,190 2,823
IAMGOLD
6.750%, 10/01/20 (a) 10,545 10,374
INVISTA Finance
4.250%, 10/15/19 (a) 2,120 2,120
Kraton Polymers
10.500%, 04/15/23 (a) 1,700 1,938
NWH Escrow
7.500%, 08/01/21 (a) 7,482 5,668
--------------------------------------------------------------------------------
Face Amount
Description (000) Value (000)
--------------------------------------------------------------------------------
Optima Specialty Steel
12.500%, 12/15/16 (a) $ 3,480 $ 3,114
Real Alloy Holding
10.000%, 01/15/19 (a) 6,473 6,570
--------
48,035
--------
Real Estate -- 3.9%
Homefed
6.500%, 06/30/18 (a) 23,302 23,418
--------
Telecommunication Services -- 6.9%
SBA Tower Trust
3.598%, 04/15/18 (a) 8,845 8,881
Sprint Communications
9.125%, 03/01/17 2,596 2,664
6.000%, 12/01/16 15,160 15,255
Telesat Canada
6.000%, 05/15/17 (a) 15,314 15,352
--------
42,152
--------
Total Corporate Obligations
(Cost $440,833) (000) 427,192
--------
Commercial Paper -- 3.9%
ITT
0.900%, 10/17/16 (c) 5,500 5,498
Kraft Heinz Foods
0.890%, 10/13/16 (c) 7,500 7,497
Viacom
0.000%, 10/11/16 (c) 6,000 5,999
Wyndham Worldwide
1.001%, 10/13/16 (c) 5,000 4,998
--------
Total Commercial Paper
(Cost $23,992) (000) 23,992
--------
Asset-Backed Security -- 2.9%
Other Asset-Backed Security -- 2.9%
Master Asset Vehicle II,
Ser 2009-2U, Cl A1
0.109%, 07/15/56 (d)
(Cost $16,353) (000) 17,829 17,561
--------
Convertible Bonds -- 1.6%
Avid Technology
2.000%, 06/15/20 2,809 2,312
Consolidated-Tomoka Land
4.500%, 03/15/20 2,461 2,416
Prospect Capital
5.750%, 03/15/18 5,000 5,150
--------
Total Convertible Bonds
(Cost $9,481) (000) 9,878
--------
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
27
RIVERPARK RiverPark Strategic Income Fund
[LOGO OMITTED] FUNDS September 30, 2016
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Shares/Face
Description Amount (000) Value (000)
--------------------------------------------------------------------------------
Common Stock -- 0.1%
Materials -- 0.1%
Verso, Cl A*
(Cost $2,435) (000) 57,044 $ 368
--------
Bank Loan Obligations -- 13.6%
AMC Networks
2.017%, 12/16/19 $ 3,281 3,251
AMF Bowling Centers
11.000%, 02/16/24 4,000 4,030
Caesars Growth Properties
Holdings
6.250%, 05/08/21 (e) 3,664 3,612
Consolidated Container
5.000%, 07/03/19 (e) 751 747
Dell
4.000%, 09/07/23 (e) 15,000 15,084
Eastman Kodak
7.250%, 09/03/19 8,824 8,769
Hampton Rubber
5.000%, 03/27/21 4,511 3,744
Harrah's Entertainment
7.000%, 10/11/20 (e) 8,000 7,975
Jo-Ann Stores
4.000%, 03/16/18 4,200 4,195
Lee Enterprises
12.000%, 12/15/22 5,603 5,953
7.250%, 03/31/19 1,702 1,702
LSC Communications
0.000%, 09/26/22 (e) 7,590 7,457
Maueser-Werke
8.750%, 07/31/22 6,500 6,394
Media General
4.000%, 07/31/20 4,955 4,956
NXP
0.000%, 03/03/17 (e) 2,632 2,633
Reddy Ice
6.750%, 05/01/19 (e) 2,000 1,827
--------
Total Bank Loan Obligations
(Cost $82,118) (000) 82,329
--------
Total Investments -- 92.4%
(Cost $575,212) (000) $561,320
========
Schedule of Securities Sold Short, Not Yet Purchased
Corporate Obligations -- (2.8)%
Consumer Discretionary -- (0.3)%
Bed Bath & Beyond
3.749%, 08/01/24 (2,000) $ (2,077)
--------
--------------------------------------------------------------------------------
Face Amount
(000)/ Value
Description Contracts (000)
--------------------------------------------------------------------------------
Consumer Staples -- (0.2)%
Danone
3.000%, 06/15/22 (a) $ (1,000) $ (1,042)
---------
Financials -- (0.9)%
Allstate
3.150%, 06/15/23 (1,000) (1,062)
Barclays
5.200%, 05/12/26 (2,000) (2,064)
CIT Group
5.000%, 08/15/22 (2,000) (2,130)
Jefferies Group
5.125%, 01/20/23 (100) (107)
---------
(5,363)
---------
Industrials -- (1.0)%
Aircastle
5.125%, 03/15/21 (2,000) (2,145)
Covanta Holding
5.875%, 03/01/24 (2,000) (2,015)
United Rentals North America
4.625%, 07/15/23 (2,000) (2,057)
---------
(6,217)
---------
Materials -- (0.4)%
Owens-Brockway Glass Container
5.875%, 08/15/23 (a) (2,000) (2,154)
---------
Total Corporate Obligations
(Proceeds $16,018) (000) (16,853)
---------
Total Securities Sold Short, Not Yet Purchased
(Proceeds $16,018) (000) $ (16,853)
=========
Schedule of Open Options Purchased
Purchased Option -- 0.0%*#
Barclays Call Option
Expires 01/20/17, Strike Price $6
(Cost $93) (000) 500 $ 134
=========
A list of the open forward foreign currency contracts held by the Fund at
September 30, 2016 is as follows#:
Currency Currency Unrealized
Settlement to Deliver to Receive Appreciation
Counterparty Date (000) (000) (000)
--------------------------------------------------------------------------------
Brown Brothers Harriman 10/6/16 CAD 1,053 USD 820 $ 17
Brown Brothers Harriman 10/6/16 EUR 2,424 USD 2,730 7
------
$ 24
======
# See Note 2 in Notes to Financial Statements for additional information.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
28
RIVERPARK RiverPark Strategic Income Fund
[LOGO OMITTED] FUNDS September 30, 2016
--------------------------------------------------------------------------------
The following is a list of the inputs used as of September 30, 2016 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 $ -- $ 427,192 $ -- $ 427,192
Commercial Paper -- 23,992 -- 23,992
Asset-Backed Security -- 17,561 -- 17,561
Convertible Bonds -- 9,878 -- 9,878
Common Stock 368 -- -- 368
Bank Loan Obligations -- 82,329 -- 82,329
----- --------- ------ ---------
Total Investments
in Securities $ 368 $ 560,952 $ -- $ 561,320
===== ========= ====== =========
Securities Sold Short,
Not Yet Purchased Level 1 Level 2 Level 3 Total
------------------------- ------- -------- ------- --------
Corporate Obligations $ -- $ (16,853) $ -- $ (16,853)
----- --------- ------ ---------
Total Securities Sold Short,
Not Yet Purchased $ -- $ (16,853) $ -- $ (16,853)
===== ========= ====== =========
Other Financial Instruments Level 1 Level 2 Level 3 Total
--------------------------- ------- -------- ------- --------
Purchased Options $ -- $ 134 $ -- $ 134
Forwards**
Unrealized Appreciation 24 -- -- 24
----- --------- ------ ---------
Total Other Financial
Instruments $ 24 $ 134 $ -- $ 158
===== ========= ====== =========
** Forward 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, 2016, 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 $607,677 (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) Security in default on interest payments.
(c) Zero coupon security. The rate reported on the Schedule of Investments is
the effective yield at time of purchase.
(d) Variable rate security - Rate disclosed is the rate in effect on September
30, 2016.
(e) All or a portion is an unsettled bank loan.
(f) Some or all is pledged as collateral for securities sold short, not yet
purchased in the total amount of $9,776 (000).
CAD -- Canadian Dollar
Cl -- Class
EUR -- Euro
Ser -- Series
USD -- United States Dollar
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
29
RIVERPARK RiverPark Focused Value Fund
[LOGO OMITTED] FUNDS September 30, 2016
--------------------------------------------------------------------------------
Sector Weighting+
20.6% Energy
18.1% Consumer Discretionary
11.9% Information Technology
10.7% Materials
9.6% Health Care
8.5% Real Estate
8.5% Utilities
6.6% Industrials
5.5% Financials
+ Percentages are based on total investments.
--------------------------------------------------------------------------------
Description Shares Value (000)
--------------------------------------------------------------------------------
Schedule of Investments
Common Stock -- 87.4%
Consumer Discretionary -- 15.8%
Las Vegas Sands 56,900 $ 3,274
Liberty Global, Cl A* 63,600 2,174
Liberty Global LiLAC, Cl A* 9,227 254
Liberty Interactive QVC Group, Cl A* 48,500 971
--------
6,673
--------
Energy -- 18.1%
Magellan Midstream Partners LP (a) 22,100 1,564
Marathon Petroleum 80,200 3,255
National Oilwell Varco 21,900 804
Sunoco Logistics Partners LP (a) 70,400 2,000
--------
7,623
--------
Financials -- 4.8%
The Blackstone Group LP (a) 79,100 2,020
--------
Health Care -- 8.4%
Allergan* 5,300 1,221
Express Scripts Holding* 28,000 1,975
Valeant Pharmaceuticals
International* 14,995 368
--------
3,564
--------
Industrials -- 5.7%
Macquarie Infrastructure 29,100 2,422
--------
Information Technology -- 10.4%
Broadcom 9,600 1,656
Western Digital 47,000 2,748
--------
4,404
--------
Materials -- 9.4%
CF Industries Holdings 74,600 1,817
LyondellBasell Industries, Cl A 26,400 2,129
--------
3,946
--------
--------------------------------------------------------------------------------
Description Shares Value (000)
--------------------------------------------------------------------------------
Real Estate -- 7.4%
American Tower REIT, Cl A 11,300 $ 1,280
Realogy Holdings 71,800 1,857
--------
3,137
--------
Utilities -- 7.4%
Calpine* 247,200 3,125
--------
Total Common Stock
(Cost $44,603) (000) 36,914
--------
Total Investments -- 87.4%
(Cost $44,603) (000) $ 36,914
========
As of September 30, 2016, 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, 2016, 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 $42,214 (000).
* Non-income producing security.
(a) Security considered a Master Limited Partnership. At September 30, 2016,
these securities amounted to $5,584 (000) or 13.2% of Net Assets.
Cl -- Class
LP -- Limited Partnership
REIT -- Real Estate Investment Trust
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
30
[This Page Intentionally Left Blank]
--------------------------------------------------------------------------------
31
Statements Of Assets And Liabilities (000) [LOGO OMITTED] RIVERPARK
September 30, 2016 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) $ 64,219 $ 1,456,409 $ 856,882 $ 102,313
Deposits with Brokers for Securities Sold Short,
Not Yet Purchased -- -- -- 63,911
Cash 458 4,405 57,511 3,532
Cash Collateral on Swap Contracts -- -- -- 1,300
Receivable for Swap Reset -- -- -- 56
Receivable for Investment Securities Sold 1,509 85,287 1,774 2,597
Receivable for Dividend and Interest Income 25 1,546 16,106 46
Receivable for Capital Shares Sold 18 1,150 636 115
Prepaid Expenses 16 35 22 12
---------- --------------- ------------- -----------
Total Assets 66,245 1,548,832 932,931 173,882
---------- --------------- ------------- -----------
Liabilities:
Securities Sold Short, Not Yet Purchased,
at Value (Note 2) -- -- -- 63,697
Payable for Investment Securities Purchased 1,096 -- 49,205 1,874
Payable for Capital Shares Redeemed 223 4,645 1,014 208
Dividends Payable on Securities Sold Short,
Not Yet Purchased -- -- -- 75
Payable Due to Adviser (Note 4) 36 838 470 133
Payable Due to Shareholder Servicing Agent (Note 4) 16 46 164 2
Payable Due to Administrative Services Plan,
Institutional Class Shares (Note 4) 7 222 113 19
Payable Due to Administrative Services Plan,
Retail Class Shares (Note 4) 6 13 24 1
Payable Due to Administrator 3 72 41 5
Income Distribution Payable -- -- 245 --
Chief Compliance Officer Fees Payable -- 3 2 --
Payable Due to Trustees -- 1 -- --
Other Accrued Expenses 9 193 106 14
---------- --------------- ------------- -----------
Total Liabilities 1,396 6,033 51,384 66,028
---------- --------------- ------------- -----------
Net Assets $ 64,849 $ 1,542,799 $ 881,547 $ 107,854
========== =============== ============= ===========
Net Assets Consist of:
Paid-in Capital $ 54,475 $ 1,420,223 $ 901,311 $ 99,496
Accumulated Undistributed Net Investment Income 827 1,404 81 601
Accumulated Net Realized Loss on Investments,
Securities Sold Short, Not Yet Purchased,
Purchased and Written Options and Swap Contracts (1,884) (150,830) (19,644) (9,721)
Net Unrealized Appreciation (Depreciation) on
Investments and Securities Sold Short, Not Yet
Purchased 11,431 272,002 (201) 17,478
---------- --------------- ------------- -----------
Net Assets $ 64,849 $ 1,542,799 $ 881,547 $ 107,854
=========== =============== ============= ===========
Investments in Securities, at Cost $ 52,788 $ 1,184,407 $ 857,083 $ 80,024
Securities Sold Short, Not Yet Purchased, Proceeds -- -- -- 58,886
Net Assets -- Institutional Class Shares(1) $34,055,664 $ 1,489,036,156 $ 606,509,834 $104,029,964
============ =============== ============= ===========
Net Assets -- Retail Class Shares(1) $30,793,210 $ 53,763,138 $ 275,037,225 $ 3,824,333
============ =============== ============= ===========
Institutional Class Shares:
Outstanding Shares of Beneficial Interest(1)
(Unlimited Authorization -- No Par Value) 1,850,020 88,549,335 62,019,875 10,110,887
============ =============== ============= ===========
Retail Class Shares:
Outstanding Shares of Beneficial Interest(1)
(Unlimited Authorization -- No Par Value) 1,691,804 3,216,266 28,207,521 374,663
============ =============== ============= ===========
Institutional Class Shares:
Net Asset Value, Offering and Redemption
Price Per Share -- Institutional Class Shares $ 18.41 $ 16.82 $ 9.78 $ 10.29
============ =============== ============= ===========
Retail Class Shares:
Net Asset Value, Offering and Redemption
Price Per Share -- Retail Class Shares $ 18.20 $ 16.72 $ 9.75 $ 10.21
============ =============== ============= ===========
(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, 2016 FUNDS
--------------------------------------------------------------------------------
RiverPark Structural RiverPark Strategic RiverPark Focused
Alpha Fund Income Fund Value Fund
-------------------- ------------------- -----------------
Assets:
Investments in Securities, at Value (Note 2) $ 9,393 $ 561,320 $ 36,914
Purchased Options, at Value 1,867 134 --
Deposits with Brokers for Securities Sold Short,
Not Yet Purchased -- 17,024 --
Deposits with Brokers for Futures and Options 4,126 -- --
Cash 5,027 59,556 5,300
Receivable for Investment Securities Sold 207 35,071 --
Prepaid Expenses 14 32 11
Receivable for Capital Shares Sold 12 2,780 --
Receivable for Dividend and Interest Income 1 9,414 30
Unrealized Appreciation on Forward Foreign
Currency Contracts -- 24 --
------------- ------------ -----------
Total Assets 20,647 685,355 42,255
------------- ------------ -----------
Liabilities:
Securities Sold Short, Not Yet Purchased, at Value (Note 2) -- 16,853 --
Written Options, at Value (Note 2) 1,025 -- --
Payable for Investment Securities Purchased 16 58,621 --
Payable for Capital Shares Redeemed 10 1,165 --
Payable Due to Adviser (Note 4) 23 319 32
Payable Due to Shareholder Servicing Agent (Note 4) 1 173 --
Payable Due to Administrative Services Plan, Institutional
Class Shares (Note 4) 3 33 1
Payable Due to Administrative Services Plan, Retail Class
Shares (Note 4) 1 62 --
Payable Due to Administrator 1 27 2
Income Distribution Payable -- 218 --
Chief Compliance Officer Fees Payable -- 1 --
Interest Expense Payable -- 133 --
Variation Margin Payable 33 -- --
Other Accrued Expenses 4 73 6
------------- ------------ -----------
Total Liabilities 1,117 77,678 41
------------- ------------ -----------
Net Assets $ 19,530 $ 607,677 $ 42,214
============= ============ ===========
Net Assets Consist of:
Paid-in Capital $ 19,535 $ 663,555 $ 50,015
Accumulated Undistributed Net Investment Income
(Accumulated Net Investment Loss) (228) 29 557
Accumulated Net Realized Loss on Investments, Securities
Sold Short, Not Yet Purchased, Purchased
and Written Options, Futures Contracts, Forward
Currency Contracts and Foreign Currency Transactions (417) (41,244) (669)
Net Unrealized Appreciation (Depreciation) on Investments
and Securities Sold Short, Not Yet Purchased 2 (14,727) (7,689)
Net Unrealized Appreciation on Purchased and Written Options 634 41 --
Net Unrealized Appreciation on Futures Contracts 4 -- --
Net Unrealized Appreciation on Forward Foreign Currency
Contracts and Foreign Currency Transactions -- 23 --
------------- ------------ -----------
Net Assets $ 19,530 $ 607,677 $ 42,214
============= ============ ===========
Investments in Securities, at Cost $ 9,391 $ 575,212 $ 44,603
Securities Sold Short, Not Yet Purchased, Proceeds -- 16,018 --
Purchased Options, at Cost 1,426 93 --
Written Options, Premiums Received 1,218 -- --
Net Assets -- Institutional Class Shares(1) $ 17,344,191 $246,474,152 $41,802,775
============= ============ ===========
Net Assets -- Retail Class Shares(1) $ 2,186,186 $361,202,741 $ 411,365
============= ============ ===========
Institutional Class Shares:
Outstanding Shares of Beneficial Interest(1)
(Unlimited Authorization -- No Par Value) 1,708,098 26,143,248 5,220,250
============= ============ ===========
Retail Class Shares:
Outstanding Shares of Beneficial Interest(1)
(Unlimited Authorization -- No Par Value) 216,979 38,363,085 51,420
============= ============ ===========
Institutional Class Shares:
Net Asset Value, Offering and Redemption
Price Per Share -- Institutional Class Shares $ 10.15 $ 9.43 $ 8.01
============= ============ ===========
Retail Class Shares:
Net Asset Value, Offering and Redemption
Price Per Share -- Retail Class Shares $ 10.08 $ 9.42 $ 8.00
============= ============ ===========
(1) Shares and Net Assets have not been rounded.
Amounts designated as "--" are either not applicable, $0 or have been rounded to
$0.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
33
Statements Of Operations (000) [LOGO OMITTED] RIVERPARK
For The Year Ended FUNDS
September 30, 2016
--------------------------------------------------------------------------------
RiverPark RiverPark/ RiverPark Short Term RiverPark Long/Short
Large Growth Fund Wedgewood Fund High Yield Fund Opportunity Fund
----------------- -------------- -------------------- --------------------
Investment Income:
Dividends $ 1,115 $ 19,984 $ 462 $ 1,562
Interest 1 80 32,016 8
Foreign Taxes Withheld -- (197) -- (8)
----------- ---------- --------- ----------
Total Investment Income 1,116 19,867 32,478 1,562
----------- ---------- --------- ----------
Expenses:
Investment Advisory Fees (Note 4) 472 11,706 5,526 1,693
Shareholder Service Fees(1) (Note 4) 97 (166)(2) 580 18
Administrator Fees (Note 4) 40 998 472 63
Administrative Services Fee, Institutional
Class Shares (Note 4) 32 1,296 598 135
Administrative Services Fee, Retail Class
Shares (Note 4) 24 (10)(2) 193 5
Chief Compliance Officer Fees (Note 4) 1 29 13 2
Trustees' Fees (Note 4) 1 31 14 2
Registration Fees 33 62 36 38
Transfer Agent Fees 11 252 100 14
Printing Fees 10 152 70 16
Professional Fees 5 113 57 7
Custodian Fees 3 30 16 4
Dividend Expense -- -- -- 1,310
Stock Loan Fee -- -- -- 216
Insurance and Other Fees 6 98 49 7
----------- ---------- --------- ----------
Total Expenses 735 14,591 7,724 3,530
----------- ---------- --------- ----------
Advisor Waiver Recapture (Note 4) 54 -- -- 15
----------- ---------- --------- ----------
Net Expenses 789 14,591 7,724 3,545
----------- ---------- --------- ----------
Net Investment Income (Loss) 327 5,276 24,754 (1,983)
----------- ---------- --------- ----------
Net Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) From:
Investments (1,087) (148,231) (11,595) (3,487)
Purchased Options -- -- -- (41)
Written Options -- -- -- (63)
Securities Sold Short, Not Yet Purchased -- -- -- 1,236
Swaps Contracts -- -- -- 2,140
Foreign Currency Transactions -- -- -- 2
Net Change in Unrealized Appreciation (Depreciation)
on:
Investments 7,904 203,199 11,681 12,991
Purchased Options -- -- -- 89
Written Options -- -- -- 59
Securities Sold Short, Not Yet Purchased -- -- -- (9,040)
----------- ---------- --------- ----------
Net Realized and Unrealized Gain 6,817 54,968 86 3,886
----------- ---------- --------- ----------
Net Increase in Net Assets Resulting from
Operations $ 7,144 $ 60,244 $ 24,840 $ 1,903
=========== ========== ========= ==========
(1) Attributable to Retail Class Shares only.
(2) Fee has been reduced by a one-time adjustment as a result of a management
change in estimate relating to shareholder servicing and administrative
servicing fees in the amounts of $376 and $79, respectively. Excluding the
adjustment, shareholder servicing and administrative servicing fees would
have been $210 and $69, respectively.
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 Operations (000)
For The Year Ended [LOGO OMITTED] RIVERPARK
September 30, 2016 FUNDS
--------------------------------------------------------------------------------
RiverPark Structural RiverPark Strategic RiverPark Focused
Alpha Fund Income Fund Value Fund
-------------------- ------------------- -----------------
Investment Income:
Dividends $ -- $ 39 $ 1,084
Interest 31 38,959 6
Foreign taxes withheld -- (1) --
----------- ---------- -----------
Total Investment Income 31 38,997 1,090
----------- ---------- -----------
Expenses:
Investment Advisory Fees (Note 4) 277 3,852 276
Shareholder Service Fees(1) (Note 4) 7 913 1
Administrator Fees (Note 4) 11 329 24
Administrative Services Fee, Institutional Class Shares (Note 4) 7 171 (4)
Administrative Services Fee, Retail Class Shares (Note 4) 4 525 1
Chief Compliance Officer Fees (Note 4) -- 9 1
Trustees' Fees (Note 4) 1 10 1
Registration Fees 32 53 63
Transfer Agent Fees 4 110 9
Printing Fees 4 57 5
Professional Fees 1 40 3
Custodian Fees 1 12 1
Interest and Dividend Expense -- 410 --
Stock Loan Fee -- 122 --
Offering Costs -- -- 32
Insurance and Other Fees 4 43 2
----------- ---------- -----------
Total Expenses 353 6,656 415
----------- ---------- -----------
Advisor Waiver Recapture (Note 4) -- -- 12
----------- ---------- -----------
Net Expenses 353 6,656 427
----------- ---------- -----------
Net Investment Income (Loss) (322) 32,341 663
----------- ---------- -----------
Net Realized and Unrealized Gain (Loss):
Net Realized Gain (Loss) From:
Investments -- (29,054) (615)
Purchased Options (896) -- --
Written Options 1,297 155 --
Securities Sold Short, Not Yet Purchased -- 217 --
Futures Contracts (638) -- --
Forward Foreign Currency Contracts -- (229) --
Foreign Currency Transactions -- 32 --
Net Change in Unrealized Appreciation (Depreciation) on:
Investments 2 27,112 (2,584)
Purchased Options 1,169 41 --
Written Options (67) (139) --
Securities Sold Short, Not Yet Purchased -- (835) --
Futures Contracts (166) -- --
Forward Foreign Currency Contracts -- 75 --
Foreign Currency Transactions -- (1) --
----------- ---------- -----------
Net Realized and Unrealized Gain (Loss) 701 (2,626) (3,199)
----------- ---------- -----------
Net Increase (Decrease) in Net Assets Resulting from
Operations $ 379 $ 29,715 $ (2,536)
=========== ========== ===========
(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, 2016 September 30, 2015 September 30, 2016 September 30, 2015
------------------ ------------------ ------------------ ------------------
Operations:
Net Investment Income $ 327 $ 247 $ 5,276 $ 6,713
Net Realized Gain (Loss) from Investments (1,087) 919 (148,231) 80,634
Net Change in Unrealized Appreciation
(Depreciation) on Investments 7,904 (5,899) 203,199 (194,176)
----------- ----------- ----------- -----------
Net Increase (Decrease) in Net Assets
Resulting from Operations 7,144 (4,733) 60,244 (106,829)
----------- ----------- ----------- -----------
Distributions to Shareholders From:
Net Investment Income:
Institutional Class Shares (5) -- (9,635) (838)
Retail Class Shares -- -- (102) --
Net Realized Gains:
Institutional Class Shares (584) (429) (76,296) (77,897)
Retail Class Shares (752) (1,433) (3,946) (9,079)
----------- ----------- ----------- -----------
Total Distributions to Shareholders (1,341) (1,862) (89,979) (87,814)
----------- ----------- ----------- -----------
Capital Share Transactions:
Institutional Class Shares:
Shares Issued 3,725 25,338 493,266 1,113,109
Shares Issued as Reinvestment of Distributions 584 382 73,728 67,574
Shares Redeemed (8,140) (1,911) (1,025,151) (721,486)
----------- ----------- ----------- -----------
Net Increase (Decrease) in Net Assets from
Institutional Class Shares Transactions (3,831) 23,809 (458,157) 459,197
----------- ----------- ----------- -----------
Retail Class Shares:
Shares Issued 3,318 9,430 16,920 48,675
Shares Issued as Reinvestment of Distributions 751 1,427 4,005 8,911
Shares Redeemed (20,789) (15,721) (78,105) (144,201)
----------- ----------- ----------- -----------
Net Decrease in Net Assets from Retail Class
Shares Transactions (16,720) (4,864) (57,180) (86,615)
----------- ----------- ----------- -----------
Net Increase (Decrease) in Net Assets from
Capital Share Transactions (20,551) 18,945 (515,337) 372,582
----------- ----------- ----------- -----------
Net Increase (Decrease) in Net Assets (14,748) 12,350 (545,072) 177,939
Net Assets:
Beginning of Year 79,597 67,247 2,087,871 1,909,932
=========== =========== ============ ===========
End of Year $ 64,849 $ 79,597 $ 1,542,799 $2,087,871
=========== =========== ============ ===========
Undistributed Net Investment Income $ 827 $ 481 $ 1,404 $ 5,875
=========== =========== ============ ===========
Shares Issued and Redeemed:
Institutional Class Shares:
Shares Issued 218 1,386 29,368 59,506
Shares Issued as Reinvestment of Distributions 33 22 4,388 3,797
Shares Redeemed (466) (103) (61,890) (39,183)
----------- ----------- ----------- -----------
Net Increase (Decrease) in Institutional
Class Shares (215) 1,305 (28,134) 24,120
----------- ----------- ----------- -----------
Retail Class Shares:
Shares Issued 197 514 1,043 2,663
Shares Issued as Reinvestment of Distributions 43 81 241 506
Shares Redeemed (1,209) (860) (4,753) (7,986)
----------- ----------- ----------- -----------
Net Decrease in Retail Class Shares (969) (265) (3,469) (4,817)
----------- ----------- ----------- -----------
Net Increase (Decrease) in Share Transactions (1,184) 1,040 (31,603) 19,303
=========== =========== ============ ===========
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, 2016 September 30, 2015 September 30, 2016 September 30, 2015
------------------ ------------------ ------------------ ------------------
Operations:
Net Investment Income (Loss) $ 24,754 $ 28,774 $ (1,983) $ (1,629)
Net Realized Loss from Investments,
Purchased and Written Options, Securities
Sold Short, Not Yet Purchased, Swap
Contracts and Foreign Currency Transactions (11,595) (6,474) (213) (320)
Net Change in Unrealized Appreciation
(Depreciation) on Investments, Purchased
and Written Options and Securities Sold Short,
Not Yet Purchased 11,681 (7,546) 4,099 (2,920)
----------- ------------- --------- ------------
Net Increase (Decrease) in Net Assets
Resulting from Operations 24,840 14,754 1,903 (4,869)
----------- ------------- --------- ------------
Distributions to Shareholders From:
Net Investment Income:
Institutional Class Shares (18,488) (22,429) -- --
Retail Class Shares (6,503) (6,697) -- --
Net Realized Gains:
Institutional Class Shares -- -- -- --
Retail Class Shares -- -- -- --
----------- ------------- --------- ------------
Total Distributions to Shareholders (24,991) (29,126) -- --
----------- ------------- --------- ------------
Capital Share Transactions:
Institutional Class Shares:
Shares Issued 213,842 194,381 48,516 43,850
Shares Issued as Reinvestment of Distributions 15,151 17,771 -- --
Shares Redeemed (288,318) (215,739) (43,655) (49,660)
----------- ------------- --------- ------------
Net Increase (Decrease) in Net Assets from
Institutional Class Shares Transactions (59,325) (3,587) 4,861 (5,810)
----------- ------------- --------- ------------
Retail Class Shares:
Shares Issued 132,007 50,730 187 2,415
Shares Issued as Reinvestment of Distributions 6,452 6,541 -- --
Shares Redeemed (67,706) (74,543) (9,539) (4,764)
----------- ------------- --------- ------------
Net Increase (Decrease) in Net Assets from
Retail Class Shares Transactions 70,753 (17,272) (9,352) (2,349)
----------- ------------- --------- ------------
Net Increase (Decrease) in Net Assets from
Capital Share Transactions 11,428 (20,859) (4,491) (8,159)
----------- ------------- --------- ------------
Net Increase (Decrease) in Net Assets 11,277 (35,231) (2,588) (13,028)
Net Assets:
Beginning of Year 870,270 905,501 110,442 123,470
----------- ------------- --------- ------------
End of Year $ 881,547 $ 870,270 $107,854 $ 110,442
=========== ============= ========= ============
Accumulated Undistributed Net Investment
Income/Accumulated Net Investment Loss $ 81 $ 106 $ 601 $ (1,484)
=========== ============= ========= ============
Shares Issued and Redeemed:
Institutional Class Shares:
Shares Issued 21,930 19,608 4,786 4,111
Shares Issued as Reinvestment of
Distributions 1,553 1,796 -- --
Shares Redeemed (29,557) (21,771) (4,307) (4,686)
----------- ------------- --------- ------------
Net Increase (Decrease) in Institutional
Class Shares (6,074) (367) 479 (575)
----------- ------------- --------- ------------
Retail Class Shares:
Shares Issued 13,565 5,127 18 226
Shares Issued as Reinvestment of Distributions 664 663 -- --
Shares Redeemed (6,965) (7,543) (964) (453)
----------- ------------- --------- ------------
Net Increase (Decrease) in Retail Class Shares 7,264 (1,753) (946) (227)
----------- ------------- --------- ------------
Net Increase (Decrease) in Share Transactions 1,190 (2,120) (467) (802)
=========== ============= ========= ============
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, 2016 September 30, 2015 September 30, 2016 September 30, 2015
------------------ ------------------ ------------------ ------------------
Operations:
Net Investment Income (Loss) $ (322) $ (227) $ 32,341 $ 33,003
Net Realized Gain (Loss) from Investments,
Purchased and Written Options,
Securities Sold Short, Not Yet Purchased,
Forward Foreign Currency
Contracts and Foreign Currency Transactions (237) 888 (28,879) (8,856)
Net Change in Unrealized Appreciation
(Depreciation) on Investments,
Purchased and Written Options, Securities
Sold Short, Not Yet Purchased,
Forward Foreign Currency Contracts and
Foreign Currency Transactions 938 (827) 26,253 (37,125)
---------- ----------- ----------- ------------
Net Increase (Decrease) in Net Assets
Resulting from Operations 379 (166) 29,715 (12,978)
---------- ----------- ----------- ------------
Distributions to Shareholders From:
Net Investment Income:
Institutional Class Shares -- -- (13,264) (15,111)
Retail Class Shares -- -- (20,263) (21,088)
Net Realized Gains:
Institutional Class Shares (267) (322) -- (242)
Retail Class Shares (51) (54) -- (368)
---------- ----------- ----------- ------------
Total Distributions to Shareholders (318) (376) (33,527) (36,809)
---------- ----------- ----------- ------------
Capital Share Transactions:
Institutional Class Shares:
Shares Issued 6,761 7,876 114,521 183,885
Shares Issued as Reinvestment of Distributions 266 322 10,798 13,221
Shares Redeemed (4,399) (1,110) (125,341) (135,144)
---------- ----------- ----------- ------------
Net Increase (Decrease) in Net Assets from
Institutional Class Shares Transactions 2,628 7,088 (22) 61,962
---------- ----------- ----------- ------------
Retail Class Shares:
Shares Issued 724 3,727 82,177 182,290
Shares Issued as Reinvestment of Distributions 51 54 20,212 21,337
Shares Redeemed (1,806) (1,284) (130,162) (88,474)
---------- ----------- ----------- ------------
Net Increase (Decrease) in Net Assets from
Retail Class Shares Transactions (1,031) 2,497 (27,773) 115,153
---------- ----------- ----------- ------------
Net Increase (Decrease) in Net Assets from
Capital Share Transactions 1,597 9,585 (27,795) 177,115
---------- ----------- ----------- ------------
Net Increase (Decrease) in Net Assets 1,658 9,043 (31,607) 127,328
Net Assets:
Beginning of Year 17,872 8,829 639,284 511,956
---------- ----------- ----------- ------------
End of Year $ 19,530 $ 17,872 $ 607,677 $ 639,284
========== =========== =========== ============
Accumulated Undistributed Net Investment
Income/Accumulated Net Investment Loss $ (228) $ (186) $ 29 $ 67
========== =========== =========== ============
Shares Issued and Redeemed:
Institutional Class Shares:
Shares Issued 674 759 12,490 18,326
Shares Issued as Reinvestment of Distributions 26 32 1,174 1,330
Shares Redeemed (438) (107) (13,631) (13,598)
---------- ----------- ----------- ------------
Net Increase in Institutional Class Shares 262 684 33 6,058
---------- ----------- ----------- ------------
Retail Class Shares:
Shares Issued 73 362 8,954 18,173
Shares Issued as Reinvestment of Distributions 5 5 2,201 2,148
Shares Redeemed (181) (126) (14,085) (8,857)
---------- ----------- ----------- ------------
Net Increase (Decrease) in Retail Class Shares (103) 241 (2,930) 11,464
---------- ----------- ----------- ------------
Net Increase (Decrease) in Share Transactions 159 925 (2,897) 17,522
========== =========== =========== ============
Amounts designated as "--" are either not applicable, $0 or have been rounded
to $0.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
38
[LOGO OMITTED] RIVERPARK
Statements of Changes in Net Assets (000) FUNDS
--------------------------------------------------------------------------------
RiverPark Focused Value Fund
---------------------------------------------
Year Ended Period Ended
September 30, 2016 September 30, 2015*
------------------ --------------------------
Operations:
Net Investment Income $ 663 $ 148
Net Realized Loss from Investments (615) (33)
Net Change in Unrealized Depreciation on Investments (2,584) (5,105)
------------- ---------
Net Decrease in Net Assets Resulting from Operations (2,536) (4,990)
------------- ---------
Distributions to Shareholders From:
Net Investment Income:
Institutional Class Shares (256) --
Retail Class Shares (1) --
Net Realized Gains:
Institutional Class Shares (18) --
Retail Class Shares -- --
------------- ---------
Total Distributions to Shareholders (275) --
------------- ---------
Capital Share Transactions:
Institutional Class Shares:
Shares Issued 3,442 48,467
Shares Issued as Reinvestment of Distributions 274 --
Shares Redeemed (2,334) (344)
------------- ---------
Net Increase in Net Assets from Institutional Class Shares Transactions 1,382 48,123
------------- ---------
Retail Class Shares:
Shares Issued 503 661
Shares Issued as Reinvestment of Distributions 2 --
Shares Redeemed (425) (231)
------------- ---------
Net Increase in Net Assets from Retail Class Shares Transactions 80 430
------------- ---------
Net Increase in Net Assets from Capital Share Transactions 1,462 48,553
------------- ---------
Net Increase (Decrease) in Net Assets (1,349) 43,563
Net Assets:
Beginning of Year or Period 43,563 --
------------- ---------
End of Year or Period $ 42,214 $43,563
============= =========
Undistributed Net Investment Income $ 557 $ 149
============= =========
Shares Issued and Redeemed:
Institutional Class Shares:
Shares Issued 442 5,079
Shares Issued as Reinvestment of Distributions 33 --
Shares Redeemed (299) (35)
------------- ---------
Net Increase in Institutional Class Shares 176 5,044
------------- ---------
Retail Class Shares:
Shares Issued 62 66
Shares Redeemed (53) (23)
------------- ---------
Net Increase in Retail Class Shares 9 43
------------- ---------
Net Increase in Share Transactions 185 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 Ended September 30,
--------------------------------------------------------------------------------
DISTRIBUTIONS
OF
NET ASSET NET REALIZED AND DIVIDENDS
VALUE, INVESTMENT UNREALIZED TOTAL FROM FROM NET DISTRIBUTIONS
BEGINNING OF INCOME GAINS (LOSSES) INVESTMENT INVESTMENT FROM NET TOTAL
YEAR (LOSS)(1) ON INVESTMENTS OPERATIONS INCOME REALIZED GAINS DISTRIBUTIONS
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund
Institutional Class Shares
2016 $ 16.93 $ 0.09 $ 1.69 $ 1.78 $ --(2) $ (0.30) $ (0.30)
2015 18.34 0.09 (0.99) (0.90) -- (0.51) (0.51)
2014 16.28 0.02 2.21 2.23 (0.04) (0.13) (0.17)
2013 13.27 0.05 3.04 3.09 (0.02) (0.06) (0.08)
2012 10.09 0.01 3.17 3.18 -- -- --
Retail Class Shares
2016 $ 16.77 $ 0.06 $ 1.67 $ 1.73 $ -- $ (0.30) $ (0.30)
2015 18.21 0.05 (0.98) (0.93) -- (0.51) (0.51)
2014 16.18 (0.03) 2.19 2.16 --(2) (0.13) (0.13)
2013 13.21 0.01 3.03 3.04 (0.01) (0.06) (0.07)
2012 10.07 (0.03) 3.17 3.14 -- -- --
RiverPark/Wedgewood Fund
Institutional Class Shares
2016 $ 16.93 $ 0.05 $ 0.60 $ 0.65 $ (0.08) $ (0.68) $ (0.76)
2015 18.37 0.06 (0.67) (0.61) (0.01) (0.82) (0.83)
2014 16.21 0.01 2.41 2.42 -- (0.26) (0.26)
2013 13.88 (0.01) 2.38 2.37 -- (0.04) (0.04)
2012 10.32 (0.05) 3.61 3.56 --(2) -- --
Retail Class Shares
2016 $ 16.73 $ 0.10(4) $ 0.59 $ 0.69 $ (0.02) $ (0.68) $ (0.70)
2015 18.21 --(2) (0.66) (0.66) -- (0.82) (0.82)
2014 16.09 (0.03) 2.41 2.38 -- (0.26) (0.26)
2013 13.82 (0.05) 2.36 2.31 -- (0.04) (0.04)
2012 10.30 (0.08) 3.60 3.52 -- -- --
+ 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) Amount represents less than $0.01 per share.
(3) Ratio includes previously waived investment advisory fees recovered.
(4) The net investment income per share has been increased by a one-time
adjustment as a result of a management change in estimate relating to
shareholder servicing and administrative servicing fees. Had this change in
estimate not occurred, the net investment income per share would have been
$0.01 per share.
(5) Total return has been increased by a one-time adjustment as a result of a
management change in estimate relating to shareholder servicing and
administrative servicing fees. Had this change in estimate not occurred,
total return would have been 3.63%.
(6) The ratio of net expenses to average net assets has been reduced by a
one-time adjustment as a result of a management change in estimate relating
to shareholder servicing and administrative servicing fees. Had this change
in estimate not occurred, the annualized ratio of net expenses to average
net assets would have been 1.08%.
(7) The ratio of net investment income to average net assets has been
increased by a one-time adjustment as a result of a management change in
estimate relating to shareholder servicing and administrative servicing
fees. Had this change in estimate not occurred, the annualized ratio of net
investment income to average net assets would have been 0.04%.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
40
[LOGO OMITTED] RIVERPARK
FUNDS
--------------------------------------------------------------------------------
RATIO OF TOTAL
EXPENSES TO
AVERAGE
NET ASSETS, RATIO OF NET
NET ASSET RATIO OF NET EXCLUDING INVESTMENT
VALUE, END NET ASSETS, END OF EXPENSES TO ADVISOR WAIVER INCOME (LOSS) TO PORTFOLIO
OF YEAR TOTAL RETURN++ YEAR (000) AVERAGE NET ASSETS RECAPTURE AVERAGE NET ASSETS TURNOVER RATE
------------------------------------------------------------------------------------------------------------------------------------
$ 18.41 10.58% $ 34,056 0.98%(3) 0.90% 0.54% 33%
16.93 (5.03) 34,963 1.00(3) 0.95 0.47 30
18.34 13.75+ 13,954 1.00(3) 0.98 0.13 33
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
$ 18.20 10.36% $ 30,793 1.17%(3) 1.11% 0.37% 33%
16.77 (5.23) 44,634 1.25(3) 1.23 0.29 30
18.21 13.44+ 53,293 1.25 1.26 (0.14) 33
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
$ 16.82 3.88% $ 1,489,036 0.82% 0.82% 0.28% 24%
16.93 (3.52) 1,975,999 0.85 0.85 0.34 24
18.37 15.04 1,700,475 0.88 0.88 0.06 24
16.21 17.15 834,476 0.92(3) 0.89 (0.06) 20
13.88 34.50+ 279,016 1.00 1.03 (0.40) 24
$ 16.72 4.13%(5) $ 53,763 0.54%(6) 0.54%(6) 0.58%(7) 24%
16.73 (3.83) 111,872 1.16 1.16 (0.02) 24
18.21 14.91 209,457 1.05 1.05 (0.17) 24
16.09 16.79 346,211 1.17(3) 1.14 (0.32) 20
13.82 34.17+ 173,582 1.25 1.27 (0.64) 24
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 ASSET NET REALIZED AND OF DIVIDENDS
VALUE, INVESTMENT UNREALIZED GAINS TOTAL FROM FROM NET DISTRIBUTIONS
BEGINNING OF INCOME (LOSSES) ON INVESTMENT INVESTMENT FROM NET TOTAL
PERIOD (LOSS)(1) INVESTMENTS OPERATIONS INCOME REALIZED GAINS DISTRIBUTIONS
------------------------------------- ------------ ------------ -------------- ---------- ------------- ----------------------------
RiverPark Short Term High Yield Fund
Institutional Class Shares
2016 $ 9.78 $ 0.29 $ --(9) $ 0.29 $ (0.29) $ -- $ (0.29)
2015 9.94 0.33 (0.16) 0.17 (0.33) -- (0.33)
2014 9.98 0.38 (0.04) 0.34 (0.38) -- (0.38)
2013 10.01 0.39 (0.07) 0.32 (0.35) -- (0.35)
2012 9.88 0.44 0.08 0.52 (0.39) -- (0.39)
Retail Class Shares
2016 $ 9.75 $ 0.27 $ --(9) $ 0.27 $ (0.27) $ -- $ (0.27)
2015 9.92 0.30 (0.16) 0.14 (0.31) -- (0.31)
2014 9.97 0.36 (0.05) 0.31 (0.36) -- (0.36)
2013 9.99 0.37 (0.06) 0.31 (0.33) -- (0.33)
2012 9.88 0.42 0.06 0.48 (0.37) -- (0.37)
RiverPark Long/Short Opportunity Fund
Institutional Class Shares
2016 $ 10.09 $ (0.18) $ 0.38 $ 0.20 $ -- $ -- $ --
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(2) 10.00 (0.13) 0.27 0.14 -- -- --
Retail Class Shares
2016 $ 10.03 $ (0.17) $ 0.35 $ 0.18 $ -- $ -- $ --
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(2) 10.04 (0.13) 0.22 0.09 -- -- --
+ 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) 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.
(3) 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.
(4) 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.
(5) 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.
(6) 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.
(7) Dividend expense and stock loan fee totaled 1.35% of average net assets
for the year ended September 30, 2016. Had these expenses not been included
the ratios would have been 1.78% and 1.98%, respectively.
(8) Ratios include previously waived investment advisory fees recovered.
(9) Amount represents less than $0.01 per share.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
42
[LOGO OMITTED] RIVERPARK
FUNDS
--------------------------------------------------------------------------------
RATIO OF TOTAL
EXPENSES TO AVERAGE
RATIO OF NET NET ASSETS, INCLUDING
EXPENSES TO AVERAGE DIVIDEND EXPENSE RATIO OF NET
NET ASSETS, INCLUDING AND STOCK LOAN FEE, INVESTMENT INCOME
NET ASSET VALUE, TOTAL NET ASSETS, DIVIDEND EXPENSE EXCLUDING ADVISOR (LOSS) TO AVERAGE PORTFOLIO
END OF PERIOD RETURN++ END OF PERIOD (000) AND STOCK LOAN FEE WAIVER RECAPTURE NET ASSETS TURNOVER RATE
------------------------------------------------------------------------------------------------------------------------------------
$ 9.78 3.05% $ 606,510 0.84% 0.84% 2.98% 114%
9.78 1.72 666,036 0.87 0.87 3.31 90
9.94 3.48 680,443 0.90 0.90 3.81 195
9.98 3.39 587,334 0.99(8) 0.94 3.88 390
10.01 5.32+ 100,224 1.00 1.12 4.42 611
$ 9.75 2.81% $ 275,037 1.08% 1.08% 2.74% 114%
9.75 1.47 204,234 1.18 1.18 3.00 90
9.92 3.02 225,058 1.18 1.18 3.62 195
9.97 3.14 285,742 1.25(8) 1.21 3.75 390
9.99 4.88+ 97,701 1.25 1.32 4.23 611
$ 10.29 1.98% $ 104,030 3.13%(7)(8) 3.12% (1.75)% 40%
10.09 (4.00) 97,196 3.01(6)(8) 3.00 (1.41) 35
10.51 4.06 107,276 3.22(5)(8) 3.16 (1.99) 59
10.10 0.55+ 26,686 3.46(4) 3.60 (2.22) 56
10.14 1.40+ 19,994 3.49(3) 4.12 (2.61) 20
$ 10.21 1.79% $ 3,824 3.33%(7)(8) 3.31% (1.70)% 40%
10.03 (4.11) 13,246 3.16(6)(8) 3.19 (1.55) 35
10.46 3.77 16,194 3.37(5)(8) 3.29 (2.03) 59
10.08 0.45+ 72,410 3.61(4) 3.71 (2.32) 56
10.13 0.90+ 4,302 3.68(3) 4.18 (2.78) 20
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
43
Financial Highlights
For a Share Outstanding Throughout Each Period
For the Year or Period Ended September 30,
--------------------------------------------------------------------------------
DISTRIBUTIONS
NET ASSET NET REALIZED AND OF DIVIDENDS
VALUE, INVESTMENT UNREALIZED GAINS TOTAL FROM FROM NET DISTRIBUTIONS
BEGINNING OF INCOME (LOSSES) ON INVESTMENT INVESTMENT FROM NET TOTAL
PERIOD (LOSS)(1) INVESTMENTS OPERATIONS INCOME REALIZED GAINS DISTRIBUTIONS
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Structural Alpha Fund
Institutional Class Shares
2016(10) $ 10.13 $ (0.16) $ 0.35 $ 0.19 $ -- $ (0.17) $ (0.17)
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
2016(10) $ 10.07 $ (0.19) $ 0.37 $ 0.18 $ -- $ (0.17) $ (0.17)
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
2016 $ 9.49 $ 0.52 $(0.04) $ 0.48 $ (0.54) $ -- $ (0.54)
2015 10.26 0.56 (0.72) (0.16) (0.60) (0.01) (0.61)
2014(3) 10.00 0.59 0.12(7) 0.71 (0.45) --(6) (0.45)
Retail Class Shares
2016 $ 9.48 $ 0.49 $(0.04) $ 0.45 $ (0.51) $ -- $ (0.51)
2015 10.26 0.53 (0.72) (0.19) (0.58) (0.01) (0.59)
2014(3) 10.00 0.55 0.14(7) 0.69 (0.43) --(6) (0.43)
RiverPark Focused Value Fund
Institutional Class Shares
2016(10) $ 8.56 $ 0.13 $(0.63) $ (0.50) $ (0.05) $ --(6) $ (0.05)
2015(4) 10.00 0.07 (1.51) (1.44) -- -- --
Retail Class Shares
2016(10) $ 8.56 $ 0.10 $(0.63) $ (0.53) $ (0.03) $ --(6) $ (0.03)
2015(4) 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) Per share data was calculated using average shares for the period.
(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 September 30, 2013. All ratios for the period have
been annualized, except for the Total Return and Portfolio Turnover Rate.
(4) Commenced operations on March 31, 2015. All ratios for the period have
been annualized, except for the Total Return and Portfolio Turnover Rate.
(5) Ratios include previously waived investment advisory fees recovered.
(6) Amount represents less than $0.01 per share.
(7) 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.
(8) Note that the ratio is zero due to not having any long-term securities.
(9) Dividend expense and stock loan fee totaled 0.09% of average net assets
for the year ended September 30, 2016. Had these expenses not been included
the ratios would have been 0.84% and 1.15%, respectively.
(10) For the year ended September 30, 2016, the Adviser has recovered
previously waived investment advisory fees in the Institutional Class while
waiving investment advisory fees in the Retail Class.
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
44
[LOGO OMITTED] RIVERPARK
FUNDS
--------------------------------------------------------------------------------
RATIO OF TOTAL
EXPENSES TO AVERAGE
RATIO OF NET NET ASSETS, INCLUDING
EXPENSES TO AVERAGE DIVIDEND EXPENSE RATIO OF NET
NET ASSETS, INCLUDING AND STOCK LOAN FEE, INVESTMENT INCOME PORTFOLIO
NET ASSET VALUE, NET ASSETS, DIVIDEND EXPENSE AND EXCLUDING ADVISOR (LOSS) TO AVERAGE TURNOVER
END OF PERIOD TOTAL RETURN++ END OF PERIOD (000) STOCK LOAN FEE WAIVER RECAPTURE NET ASSETS RATE
------------------------------------------------------------------------------------------------------------------------------------
$ 10.15 1.89% $ 17,344 1.75%(5) 1.74% (1.59)% 0%(8)
10.13 0.46+ 14,646 1.75 1.90 (1.82) 0(8)
10.50 5.46+ 8,003 1.75 2.22 (1.72) 0(8)
10.12 1.20+ 8,118 1.75 2.99 (1.73) 0
$ 10.08 1.80% $ 2,186 2.00% 2.09% (1.85)% 0%(8)
10.07 0.17+ 3,226 2.00 2.24 (2.07) 0(8)
10.47 5.16+ 826 2.00 2.56 (1.97) 0(8)
10.12 1.20+ 885 2.00 3.32 (1.98) 0
$ 9.43 5.34% $ 246,474 0.93%(9) 0.93% 5.64% 69%
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
$ 9.42 5.08% $ 361,203 1.24%(9) 1.24% 5.32% 69%
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
$ 8.01 (5.83)% $ 41,803 1.00%(5) 0.97% 1.57% 26%
8.56 (14.40)+ 43,200 1.00 1.25 1.35 14
$ 8.00 (6.14)% $ 411 1.25% 1.35% 1.29% 26%
8.56 (14.40)+ 363 1.25 1.60 1.01 14
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
45
Notes to Financial Statements RIVERPARK
September 30, 2016 [LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
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, 2016, 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 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. The Funds
are investment companies and accordingly follow investment company accounting
and reporting guidance of the Financial Accounting Standards Board (FASB)
Accounting Standards Codification Topic 946 Financial Services -- Investment
Companies.
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 which approximates fair value. 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.
--------------------------------------------------------------------------------
46
Notes to Financial Statements RIVERPARK
September 30, 2016 [LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
2. Summary of Significant Accounting Policies (continued)
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, Schedules of Securities Sold Short, Not Yet Purchased, 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 ended September 30, 2016, there were
no significant changes to the Funds' fair value methodologies.
Securities Sold Short, Not Yet Purchased -- 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, not yet purchased 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. As consistent with the RiverPark Strategic Income
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, not
yet purchased by the Fund would not exceed 15% 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 Funds must borrow the security to make delivery to the buyer.
The Funds are 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
Funds. Until the security is replaced, the Funds are required to pay the lender
amounts equal to any dividends that accrue during the period of the loan.
Dividends and interest are shown as an expense for financial reporting
purposes. To borrow the security, the Funds 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 Funds sold the security short, or a realized
loss, unlimited in size on a standalone basis, will be recognized upon the
close of a short sale.
Until the Funds close their short position or replace the borrowed security,
the Funds will maintain a segregated account with its custodian containing
marginable securities. The Funds 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 Funds may maintain higher
levels of marginable assets (for example, long equity positions) for collateral
needs thus reducing their overall managed assets available for trading
purposes.
--------------------------------------------------------------------------------
47
Notes to Financial Statements RIVERPARK
September 30, 2016 [LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
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 as well as 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, 2016 are summarized as follows:
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Long/Short Opportunity Fund Purchased Options Written Options
------------------------------------------------------------------------------------------------------------------------------------
Number of Contracts Cost Number of Contracts Premiums Received
------------------------------------------------------------------------------------------------------------------------------------
Balance at the beginning of the year ............. 786 $ 260,414 242 $ 69,697
Expired .......................................... (629) (208,772) -- --
Executed ......................................... (53) (26,282) -- --
Closing buys ..................................... -- -- (242) (69,697)
Sold ............................................. (104) (25,360) -- --
------------------------------------------------------------------------------------------------------------------------------------
Balance at the end of the year ................... -- $ -- -- $ --
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Structural Alpha Fund Purchased Options Written Options
------------------------------------------------------------------------------------------------------------------------------------
Number of Contracts Cost Number of Contracts Premiums Received
------------------------------------------------------------------------------------------------------------------------------------
Balance at the beginning of the year ............. 90 $1,066,419 182 $ 997,265
Written .......................................... -- -- 1,123 2,785,515
Purchased ........................................ 354 2,170,200 -- --
Expired .......................................... (189) (811,754) (459) (1,300,944)
Closing buys ..................................... -- -- (610) (1,263,606)
Sold ............................................. (119) (998,419) -- --
------------------------------------------------------------------------------------------------------------------------------------
Balance at the end of the year ................... 136 $1,426,446 236 $ 1,218,230
------------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
48
Notes to Financial Statements RIVERPARK
September 30, 2016 [LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
2. Summary of Significant Accounting Policies (continued)
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Strategic Income Fund Purchased Options Written Options
------------------------------------------------------------------------------------------------------------------------------------
Number of Contracts Cost Number of Contracts Premiums Received
----------------------------------------------------------------------------------------------------------- ------------------------
Balance at the beginning of the year ............... -- $ -- 1,250 $ 154,635
Purchased .......................................... 500 93,020 -- --
Expired ............................................ -- -- (1,250) (154,635)
------------------------------------------------------------------------------------------------------------------------------------
Balance at the end of the year ..................... 500 $ 93,020 -- $ --
------------------------------------------------------------------------------------------------------------------------------------
Purchased and written options held as of September 30, 2016 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, 2016 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
--------------------------------------------------------------------------------
49
Notes to Financial Statements RIVERPARK
September 30, 2016 [LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
2. Summary of Significant Accounting Policies (continued)
potential relative fluctuation of the components swapped with another party, a
Fund may suffer a loss. Because equity swaps are normally illiquid, a Fund may
be unable to terminate its obligations when desired. When entering into swap
contracts, a Fund must "set aside" liquid assets, or engage in other
appropriate measures to "cover" its obligation under the swap contract.
All swaps held by the RiverPark Long/Short Opportunity Fund during the year
ended September 30, 2016 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. Monthly reset payments on the
total return swap are inclusive of interest, commissions and dividends which
are recorded as part of the net realized gains and losses in the Statement of
Operations. Net realized gain on swap contracts was $2,139,502 for the year
ended September 30, 2016. The total return swaps reset monthly, as such there
was $0 unrealized appreciation (depreciation) as of September 30, 2016. The
total return swaps that the RiverPark Long/Short Opportunity Fund transacts in
are subject to a netting arrangement.
Total return swap transactions entered into during the year ended September 30,
2016 are summarized as follows:
--------------------------------------------------------------------------------
RiverPark Long/Short Opportunity Fund Total Return Swaps
--------------------------------------------------------------------------------
Number of Contracts
--------------------------------------------------------------------------------
Swap contracts outstanding at the beginning of the year .... 277,261
Opened ..................................................... 512,274
Closed ..................................................... (345,248)
--------------------------------------------------------------------------------
Swap contracts outstanding at the end of the year .......... 444,287
--------------------------------------------------------------------------------
This turnover is inclusive of monthly swap resets, swap expirations and swap
transactions with the counterparty. The open swap contracts are collateralized
by $1,300,000 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, 2016 the
options contracts were fully collateralized by $9,392,962 in securities pledged
and $2,891,995 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, 2016, 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, 2016, 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
$9,392,962 in collateral noted on the Schedule of Investments for the open
option contracts, the futures contracts were also collateralized by $1,232,044
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
--------------------------------------------------------------------------------
50
Notes to Financial Statements RIVERPARK
September 30, 2016 [LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
2. Summary of Significant Accounting Policies (continued)
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 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.
Dividends from MLPs are recorded on the ex-dividend date.
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.
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
--------------------------------------------------------------------------------
51
Notes to Financial Statements RIVERPARK
September 30, 2016 [LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
2. Summary of Significant Accounting Policies (continued)
the foreign exchange rate from fluctuations arising from changes in the market
prices of the securities. These gains and losses are included in net realized
and unrealized gains and losses on investments on the Statements of Operations.
Net realized and unrealized gains and losses on foreign currency transactions
represent net foreign exchange gains or losses from foreign currency exchange
contracts, disposition of foreign currencies, currency gains or losses realized
between trade and settlement dates on securities transactions and the
difference between the amount of the investment income and foreign withholding
taxes recorded on the Fund's books and the U.S. dollar equivalent amounts
actually received or paid.
Forward Foreign Currency Exchange Contracts -- Each Fund may, but is not
obligated to, enter into forward foreign currency exchange contracts ("forward
contracts") in order to protect against uncertainty in the level of future
foreign exchange rates in the purchases and sale of securities. A forward
contract generally has no deposit requirement, and no commissions are charged
at any stage for trades. Although foreign exchange dealers do not charge a fee
for commissions, they do realize a profit based on the difference between the
price at which they are buying and selling various currencies. Although forward
contracts are intended to minimize currency risk -- the risk of loss due to a
decline in the value of the hedged currencies -- at the same time, they tend to
limit any potential gain which might result should the value of such currencies
increase. As of September 30, 2016, the RiverPark Strategic Income Fund held
forward contracts as currency hedges against foreign bonds. 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, 2016 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, 2016, 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 contracts held by the RiverPark Strategic Income
Fund during the year ended September 30, 2016 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, 2016, 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.
--------------------------------------------------------------------------------
52
Notes to Financial Statements RIVERPARK
September 30, 2016 [LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
3. Derivative Transactions
The fair value of derivative instruments as of September 30, 2016:
Statement of Assets and Liabilities
------------------------------------------------------------------------------------------------------------------------------------
Fund Location Asset Derivatives Liability Derivatives
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Structural Alpha Fund
Equity contracts (Equity Risk)
Purchased Options ............... Purchased Options, at value $ 1,867 $ --
Written Options ................. Written Options, at value -- (1,025)
Index Futures Contracts ......... Variation margin payable on futures -- (33)
---------- ----------
$ 1,867 $ (1,058)
========== ==========
RiverPark Strategic Income Fund
Equity contracts (Equity Risk)
Purchased Options ............... Purchased Options, at value $ 134 $ --
Foreign exchange contracts (Currency Risk) Unrealized appreciation on
Forward contracts ............... forward foreign currency contracts 24 --
---------- ----------
$ 158 $ --
========== ==========
The effect of derivative instruments on the Statements of Operations for the
year ended September 30, 2016 was as follows:
The amount of net realized gain (loss) and change in unrealized appreciation
(depreciation) on derivatives:
Change in Unrealized
Net Realized Appreciation
Fund Gain/(Loss) (Depreciation) Total
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Long/Short Opportunity Fund
Equity contracts (Equity Risk)
Purchased Options ............................. $ (41) $ 89 $ 48
Written Options ............................... (63) 59 (4)
Total Return Swap Contracts ................... 2,140 --* 2,140
------- --------- --------
$ 2,036 $ 148 $ 2,184
======= ========= ========
RiverPark Structural Alpha Fund
Equity contracts (Equity Risk)
Purchased Options ............................. $ (896) $ 1,169 $ 273
Written Options ............................... 1,297 (67) 1,230
Index Futures Contracts ....................... (638) (166) (804)
-------- ---------- --------
$ (237) $ 936 $ 699
======== ========== ========
RiverPark Strategic Income Fund
Equity contracts (Equity & Credit Risk)
Purchased Options ............................. $ -- $ 41 $ 41
Written Options ............................... 155 (139) 16
Foreign exchange contracts (Currency Risk)
Forward Foreign Currency Contracts ............ (229) 75 (154)
-------- ---------- --------
$ (74) $ (23) $ (97)
======== ========== ========
* As of September 30, 2015 and September 30, 2016, due to the nature of the
monthly reset, the net unrealized on swap contracts was $-- for the
RiverPark Long/Short Opportunity Fund.
--------------------------------------------------------------------------------
53
Notes to Financial Statements RIVERPARK
September 30, 2016 [LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
4. Agreements
Investment Advisory Agreement -- RiverPark Advisors, LLC ("RiverPark") serves
as the Funds' investment adviser (the "Adviser"). The Adviser has contractually
agreed to waive its fees and to absorb expenses of each Fund through January
31, 2017 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, not yet purchased, acquired fund
fees and expenses and extraordinary expenses) do not exceed, on an annual
basis, certain levels as set forth below.
The table below shows the rate of each Fund's investment advisory fee and the
Adviser's contractual expense limitation for each Fund:
Advisory Fee
Before Contractual Expense Limitation Expense Limitation Expense Limitation
Fund Fee Reduction (Institutional Class) (Retail Class) (Class C)*
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund ............... 0.65% 1.00% 1.25% 2.00%
RiverPark/Wedgewood Fund .................. 0.65% 1.00% 1.25% 2.00%
RiverPark Short Term High Yield Fund ...... 0.65% 1.00% 1.25% N/A
RiverPark Long/Short Opportunity Fund ..... 1.50% 1.85% 2.00% 2.85%
RiverPark Structural Alpha Fun ............ 1.40% 1.75% 2.00% 2.75%
RiverPark Strategic Income Fund ........... 0.65% 1.00% 1.25% 2.00%
RiverPark Focused Value Fund .............. 0.65% 1.00% 1.25% 2.00%
* Class C Shares are not currently being offered for sale to investors.
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 until January 31, 2017 unless 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 rates in the above
table.
For the year ended September 30, 2016, the Adviser fee waiver analysis is as
follows:
Unexpired Fee Fees Waived Fees Recaptured Fee Waivers Expired Unexpired Fee
Waivers at for the Year Ended for the Year Ended for the Year Ended Waivers at
September 30, September 30, September 30, September 30, September 30,
Fund 2015 2016 2016 2016 2016
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund ............. $ 53,836 $ -- $ (53,836) $ -- $ --
RiverPark Long/Short Opportunity Fund ... 14,744 -- (14,744) -- --
RiverPark Structural Alpha Fund ......... 95,635 2,418 (2,186) (22,471) 73,396
RiverPark Focused Value Fund ............ 27,020 9,111 (20,842) -- 15,289
As of September 30, 2016, the Adviser may in the future seek reimbursement of
previously waived fees for the Funds as follows:
FUND EXPIRING 2017 EXPIRING 2018 EXPIRING 2019 TOTAL
-------------------------------------------------------------------------------------------------------------------
RiverPark Structural Alpha Fund $ 49,797 $ 21,181 $ 2,418 $ 73,396
RiverPark Focused Value Fund -- 6,178 9,111 15,289
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. The Adviser has discretion to
purchase and sell securities in accordance with these Funds' objectives,
policies, and restrictions.
--------------------------------------------------------------------------------
54
Notes to Financial Statements RIVERPARK
September 30, 2016 [LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
4. Agreements (continued)
RiverPark oversees the day-to-day portfolio management services provided by the
following sub-advisers:
Fund Investment Sub-Adviser
--------------------------------------------------------------------------------
RiverPark/Wedgewood Fund Wedgewood Partners, Inc.
RiverPark Short Term High Yield Fund Cohanzick Management, LLC
RiverPark Strategic Income Fund Cohanzick Management, LLC
The discretion to purchase and sell securities in accordance with these Funds'
objectives, policies, and restrictions has been delegated by the Adviser to
Wedgewood Partners, Inc. ("Wedgewood") and Cohanzick Management, LLC 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.
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 Fund. For the year ended September
30, 2016, the Funds were charged $1,936,582 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, 2016, 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% 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 any 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.
--------------------------------------------------------------------------------
55
Notes to Financial Statements RIVERPARK
September 30, 2016 [LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
5. Investment Transactions
The cost of security purchases and proceeds from security sales and maturities,
other than short-term investments, short sales, purchases to cover, written and
purchased options, and short-term securities for the year ended September 30,
2016, were as follows:
Proceeds from Sales
Fund Purchases (000) and Maturities (000)
--------------------------------------------------------------------------------
RiverPark Large Growth Fund ............. $ 23,659 $ 39,469
RiverPark/Wedgewood Fund ................ 418,099 1,096,995
RiverPark Short Term High Yield Fund .... 2,056,617 338,493
RiverPark Long/Short Opportunity Fund ... 41,084 45,253
RiverPark Structural Alpha Fund ......... -- --
RiverPark Strategic Income Fund ......... 492,019 384,726
RiverPark Focused Value Fund ............ 11,312 9,659
There were no purchases or sales of long-term U.S. Government securities for
the year ended September 30, 2016.
6. Federal Tax Information
The amount and character of income and capital gain distributions to be paid,
if any, are determined in accordance with Federal income tax regulations, which
may differ from GAAP. As a result, net investment income (loss) and net
realized gain (loss) on investment transactions for a reporting period may
differ significantly from distributions during the year. The book/tax
differences may be temporary or permanent. To the extent these differences are
permanent in nature, they are charged or credited to undistributed net
investment income (loss), accumulated net realized gain (loss) or paid-in
capital as appropriate, in the period that the difference arises.
Accordingly the following permanent differences are primarily attributable to
basis adjustment on carryover securities, distribution reclassification, net
operating losses, losses on paydowns, investments in swaps, currency
transactions and REIT adjustments which have been classified to/from the
following components of net assets (000):
Undistributed Accumulated
Net Investment Realized Paid-in
Fund Income (Loss) Gain (Loss) Capital
---------------------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund ..................... $ 24 $ (24) $ --
RiverPark/Wedgewood Fund ........................ (10) 10 --
RiverPark Short Term High Yield Fund ............ 212 (212) --
RiverPark Long/Short Opportunity Fund ........... 4,068 (1,936) (2,132)
RiverPark Structural Alpha Fund ................. 280 (280) --
RiverPark Strategic Income Fund ................. 1,148 (1,148) --
RiverPark Focused Value Fund .................... 2 (2) --
These reclassifications have no impact on net assets or net asset value per
share.
--------------------------------------------------------------------------------
56
Notes to Financial Statements RIVERPARK
September 30, 2016 [LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
6. Federal Tax Information (continued)
The tax character of dividends and distributions declared during the last two
years ended September 30, 2016 was as follows (000):
ORDINARY LONG-TERM
FUND INCOME CAPITAL GAIN TOTAL
--------------------------------------------------------------------------------
RiverPark Large Growth Fund
2016 ................................ $ 1 $ 1,340 1,341
2015 ................................ 1,093 769 1,862
RiverPark/Wedgewood Fund
2016 ................................ 11,249 78,730 89,979
2015 ................................ 32,481 55,333 87,814
RiverPark Short Term High Yield Fund
2016 ................................ 24,991 -- 24,991
2015 ................................ 29,126 -- 29,126
RiverPark Structural Alpha Fund
2016 ................................ -- 318 318
2015 ................................ 79 297 376
RiverPark Strategic Income Fund
2016 ................................ 33,527 -- 33,527
2015 ................................ 36,809 -- 36,809
RiverPark Focused Value Fund
2016 ................................ 275 -- 275
There were no distributions declared during the last two years or periods ended
September 30 in the RiverPark Long/ Short Opportunity Fund.
As of September 30, 2016, the components of distributable earnings/(accumulated
losses) on a tax basis were as
UNDISTRIBUTED UNDISTRIBUTED UNREALIZED
ORDINARY LONG-TERM CAPITAL LOSS POST-OCTOBER APPRECIATION
INCOME CAPITAL GAIN CARRYFORWARD LOSSES (DEPRECIATION)
-----------------------------------------------------------------------
RiverPark Large Growth Fund .............. $ 235 $ -- $ (622) $ (705) $ 11,466
RiverPark/Wedgewood Fund ................. 1,404 -- (30,109) (118,978) 270,259
RiverPark Short Term High Yield Fund ..... 81 -- (11,203) (8,099) (543)
RiverPark Long/Short Opportunity Fund .... -- -- (1,860) (2,394) 14,646
RiverPark Structural Alpha Fund .......... -- 221 -- -- 2
RiverPark Strategic Income Fund .......... 54 -- (12,819) (27,420) (15,670)
RiverPark Focused Value Fund ............. 281 -- (252) (246) (7,584)
TOTAL
DISTRIBUTABLE
OTHER EARNINGS
TEMPORARY CURRENT YEAR (ACCUMULATED
DIFFERENCES LOSS DEFERRAL LOSSES)
-------------------------------------------
RiverPark Large Growth Fund .............. $ -- $ -- $ 10,374
RiverPark/Wedgewood Fund ................. -- -- 122,576
RiverPark Short Term High Yield Fund ..... -- -- (19,764)
RiverPark Long/Short Opportunity Fund .... (1,251) (783) 8,358
RiverPark Structural Alpha Fund .......... -- (228) (5)
RiverPark Strategic Income Fund .......... (23) -- (55,878)
RiverPark Focused Value Fund ............. -- -- (7,801)
Post-October losses represent losses realized on investment transactions from
November 1, 2015 through September 30, 2016, that, in accordance with Federal
income tax regulations, the RiverPark Large Growth Fund, the RiverPark/
Wedgewood Fund, the RiverPark Short Term High Yield Fund, the RiverPark
Long/Short Opportunity Fund, the RiverPark Strategic Income Fund and RiverPark
Focused Value 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, 2016 through September 30, 2016 and specified
losses realized on investment transactions from November 1, 2015 through
September 30, 2016. 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.
--------------------------------------------------------------------------------
57
Notes to Financial Statements RIVERPARK
September 30, 2016 [LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
6. Federal Tax Information (continued)
Under the Regulated Investment Company Modernization Act of 2010, the Funds are
permitted to carry forward capital losses incurred in taxable years beginning
after December 22, 2010 for an unlimited period. 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 Large Growth Fund ................ $ 451 $ 171 $ 622
RiverPark/Wedgewood Fund ................... $ 2,326 $ 27,783 $ 30,109
RiverPark Short Term High Yield Fund ....... $ 10,598 $ 605 $ 11,203
RiverPark Long/Short Opportunity Fund ...... $ 1,860 $ -- $ 1,860
RiverPark Strategic Income Fund ............ $ 5,481 $ 7,338 $ 12,819
RiverPark Focused Value Fund ............... $ 252 $ -- $ 252
During the year ended September 30, 2016, the following Funds utilized capital
loss carryforwards to offset capital gains as follows (000):
FUND SHORT TERM LOSS LONG TERM LOSS TOTAL
-----------------------------------------------------------------------------------------------------------
RiverPark Long/Short Opportunity Fund ...... $ 3,524 $ -- $ 3,524
For federal income tax purposes, the cost of investments owned at September 30,
2016 and the net realized gains or losses on securities sold for the period
could be different from amounts reported for financial reporting purposes, due
to partnership basis adjustments and book versus tax adjustments such as wash
sales which cannot be used for federal income tax purposes in the current year
and have been deferred for use in future years. The federal tax cost and
aggregate gross unrealized appreciation and depreciation on investments held by
the Funds, excluding securities sold short, not yet purchased and purchased and
written options, at September 30, 2016, were as follows (000):
AGGREGATE AGGREGATE
GROSS GROSS NET UNREALIZED
FEDERAL TAX UNREALIZED UNREALIZED APPRECIATION
FUND COST APPRECIATION DEPRECIATION (DEPRECIATION)
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund ............... $ 52,753 $ 14,303 $ (2,837) $ 11,466
RiverPark/Wedgewood Fund 1,186,150 ..... 1,186,150 314,926 (44,667) 270,259
RiverPark Short Term High Yield Fund ...... 857,425 1,273 (1,816) (543)
RiverPark Long/Short Opportunity Fund ..... 82,856 26,183 (6,726) 19,457
RiverPark Structural Alpha Fund ........... 9,391 2 -- 2
RiverPark Strategic Income Fund ........... 576,219 5,273 (20,172) (14,899)
RiverPark Focused Value Fund .............. 44,498 1,964 (9,548) (7,584)
Subsequent to September 30, 2016, excluding the distributions that went ex on
September 30, 2016 and paid on October 3, 2016, 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 31, 2016 October 28, 2016 November 1, 2016 0.0292
Retail Class Shares ................. October 31, 2016 October 28, 2016 November 1, 2016 0.0271
RiverPark Strategic Income Fund
Institutional Class Shares .......... October 31, 2016 October 28, 2016 November 1, 2016 0.0412
Retail Class Shares ................. October 31, 2016 October 28, 2016 November 1, 2016 0.0392
--------------------------------------------------------------------------------
58
Notes to Financial Statements RIVERPARK
September 30, 2016 [LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
7. Risks
The RiverPark Short Term High Yield Fund and RiverPark Strategic Income Fund
invest in fixed-income instruments that are or are 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.
High-yield 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.
The RiverPark Short Term High Yield Fund and RiverPark Strategic Income Fund
may invest in securities of companies that are experiencing significant
financial or business difficulties, including companies involved in bankruptcy
or other reorganization and liquidation proceedings. Although such investments
may result in significant returns to the Funds, they involve a substantial
degree of risk.
The RiverPark Long/Short Opportunity Fund and RiverPark Strategic Income Fund
are exposed to the risks of using leverage and short sales. The RiverPark
Long/Short Opportunity Fund and RiverPark Strategic Income 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 and RiverPark
Strategic Income 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 and RiverPark Strategic
Income 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 and RiverPark Strategic Income 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 and RiverPark Strategic Income Fund will
recognize a loss. The risk on a standalone or unhedged short sale is unlimited
because the RiverPark Long/Short Opportunity Fund and RiverPark Strategic
Income 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
--------------------------------------------------------------------------------
59
Notes to Financial Statements RIVERPARK
September 30, 2016 [LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
7. Risks (continued)
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. 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. 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. Furthermore, 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.
A more complete description of risks is included in each Fund's prospectus and
SAI.
--------------------------------------------------------------------------------
60
Notes to Financial Statements RIVERPARK
September 30, 2016 [LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
8. Other
As of September 30, 2016, 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.
RiverPark Large Growth Fund
Institutional Class Shares ............................................ 89%
Retail Class Shares ................................................... 89%
RiverPark/Wedgewood Fund
Institutional Class Shares ............................................ 55%
Retail Class Shares ................................................... 70%
RiverPark Short Term High Yield Fund
Institutional Class Shares ............................................ 69%
Retail Class Shares ................................................... 91%
RiverPark Long/Short Opportunity Fund
Institutional Class Shares ............................................ 81%
Retail Class Shares ................................................... 79%
RiverPark Structural Alpha Fund
Institutional Class Shares ............................................ 57%
Retail Class Shares ................................................... 88%
RiverPark Strategic Income Fund
Institutional Class Shares ............................................ 70%
Retail Class Shares ................................................... 92%
RiverPark Focused Value Fund
Institutional Class Shares ............................................ 79%
Retail Class Shares ................................................... 94%
(1) At September 30, 2016, Rainwater Charitable Foundation had control of
60.38% of the outstanding institutional class of shares of RiverPark
Focused Value Fund.
In the normal course of business, the Trust enters into contracts that contain
a variety of representations which provide general indemnifications. The
Trust's maximum exposure under these arrangements cannot be known; however, the
Trust expects any risk of loss to be remote.
9. Subsequent Events
The Funds have evaluated the need for additional disclosures and/or adjustments
resulting from subsequent events through the date the financial statements were
issued. Based on this evaluation, no adjustments were required to the financial
statements.
--------------------------------------------------------------------------------
61
Report of Independent Registered RIVERPARK
Public Accounting Firm [LOGO OMITTED] 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, schedules of securities sold short, not
yet purchased, schedules of open options purchased, schedule 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, 2016, and the related statements
of operations for the year then ended, the statements of changes in net assets
for each of the years or periods in the period 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, 2016, 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, 2016, 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 & COMPANY, LTD.
Cleveland, Ohio
November 23, 2016
--------------------------------------------------------------------------------
62
RIVERPARK
Trustees and Officers of the Trust (Unaudited) [LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
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,
2016.
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, Corporation (since
New York, NY 10019 1986).
(56)
------------------------------------------------------------------------------------------------------------------------------------
Michael Cohen, Independent Trustee Indefinite; since Managing Partner, Coda 7 None
156 West 56th Street, September 20, 2010 Capital Partners (since
17th Floor, 1999).
New York, NY 10019
(57)
------------------------------------------------------------------------------------------------------------------------------------
Ira Balsam, Independent Trustee Indefinite; since Chief Financial Officer, 7 None
156 West 56th Street, March 1, 2012 Avenue Capital
17th Floor, Management II, L.P.
New York, NY 10019 (2/2002-12/31/2011)
(51)
------------------------------------------------------------------------------------------------------------------------------------
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, of the Board RiverPark Advisors,
New York, NY 10019 LLC and RiverPark
(62) 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, RiverPark Advisors,
New York, NY 10019 LLC and RiverPark
(50) Capital Management
LLC (since 2009); Chief
Investment Officer
and Managing Partner,
RiverPark Capital LLC
(2006 to 2008 and
since 2009).
------------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
63
TRUSTEES AND OFFICERS OF THE TRUST [LOGO OMITTED] RIVERPARK
(Unaudited) (Continued) FUNDS
--------------------------------------------------------------------------------
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, LLC and RiverPark
New York, NY 10019 Capital Management
(40) 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, Advisors, LLC and
New York, NY 10019 RiverPark Capital
(46) Management LLC
(since 2010).
------------------------------------------------------------------------------------------------------------------------------------
Stephen Connors, Treasurer and Chief Since 2016 Director, SEI N/A N/A
One Freedom Valley Financial Officer Investments, Fund
Drive, Oaks, PA Accounting since
19456 December 2014. Audit
(32) Manager, Deloitte &
Touche LLP, from
2011 to 2014. Audit
Supervisor,
BBD, LLP (formerly
Briggs, Bunting &
Dougherty,
LLP), from 2007 to
2011.
------------------------------------------------------------------------------------------------------------------------------------
Stacey Gillespie, Chief Compliance Since November 2015 Managing Director, N/A N/A
480 E. Swedesford Officer Cipperman
Road, Suite 300 Compliance Services;
Wayne, Pa 19087 Chief Compliance
(42) Officer, Boenning &
Scattergood, Inc (2007
to 2015).
------------------------------------------------------------------------------------------------------------------------------------
* Denotes Trustees who are "interested persons" of the Trust or Fund under
the 1940 Act.
** The Fund complex includes each series of the Trust
--------------------------------------------------------------------------------
64
RIVERPARK
Disclosure of Fund Expenses (Unaudited) [LOGO OMITTED] 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.
Ending Net Expenses
Beginning Account Annualized Paid
Account Value Value Expense During
4/1/16 9/30/16 Ratios Period*
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund -- Institutional Class Shares
Actual Fund Return $ 1,000.00 $1,055.60 0.96% $ 4.93
Hypothetical 5% Return 1,000.00 1,020.20 0.96 4.85
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Large Growth Fund -- Retail Class Shares
Actual Fund Return 1,000.00 1,055.10 1.09 5.60
Hypothetical 5% Return 1,000.00 1,019.55 1.09 5.50
------------------------------------------------------------------------------------------------------------------------------------
RiverPark/Wedgewood Fund -- Institutional Class Shares
Actual Fund Return 1,000.00 1,010.20 0.84 4.22
Hypothetical 5% Return 1,000.00 1,020.80 0.84 4.24
------------------------------------------------------------------------------------------------------------------------------------
RiverPark/Wedgewood Fund -- Retail Class Shares
Actual Fund Return 1,000.00 1,009.70 1.02 5.12
Hypothetical 5% Return 1,000.00 1,019.90 1.02 5.15
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Short Term High Yield Fund -- Institutional Class Shares
Actual Fund Return 1,000.00 1,017.90 0.86 4.34
Hypothetical 5% Return 1,000.00 1,020.70 0.86 4.34
------------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
65
RIVERPARK
Disclosure of Fund Expenses (Unaudited)(Concluded) [LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
Ending Net Expenses
Beginning Account Annualized Paid
Account Value Value Expense During
4/1/16 9/30/16 Ratios Period*
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Short Term High Yield Fund -- Retail Class Shares
Actual Fund Return $ 1,000.00 $ 1,017.70 1.05% $ 5.30
Hypothetical 5% Return 1,000.00 1,019.75 1.05 5.30
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Long/Short Opportunity Fund -- Institutional Class Shares
Actual Fund Return 1,000.00 1,015.80 3.19+ 16.08
Hypothetical 5% Return 1,000.00 1,009.05 3.19 16.02
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Long/Short Opportunity Fund -- Retail Class Shares
Actual Fund Return 1,000.00 1,014.90 3.36+ 16.93
Hypothetical 5% Return 1,000.00 1,008.20 3.36 16.87
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Structural Alpha Fund -- Institutional Class Shares
Actual Fund Return 1,000.00 1,014.00 1.75 8.81
Hypothetical 5% Return 1,000.00 1,016.25 1.75 8.82
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Structural Alpha Fund -- Retail Class Shares
Actual Fund Return 1,000.00 1,014.10 2.00 10.07
Hypothetical 5% Return 1,000.00 1,015.00 2.00 10.08
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Strategic Income Fund -- Institutional Class Shares
Actual Fund Return 1,000.00 1,084.30 0.93++ 4.85
Hypothetical 5% Return 1,000.00 1,020.35 0.93 4.70
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Strategic Income Fund -- Retail Class Shares
Actual Fund Return 1,000.00 1,083.10 1.27++ 6.61
Hypothetical 5% Return 1,000.00 1,018.65 1.27 6.41
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Focused Value Fund -- Institutional Class Shares
Actual Fund Return 1,000.00 1,017.80 1.00 5.04
Hypothetical 5% Return 1,000.00 1,020.00 1.00 5.05
------------------------------------------------------------------------------------------------------------------------------------
RiverPark Focused Value Fund -- Retail Class Shares
Actual Fund Return 1,000.00 1,016.50 1.25 6.30
Hypothetical 5% Return 1,000.00 1,018.75 1.25 6.31
------------------------------------------------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio multiplied by
the average account value over the period, multiplied by 183/366 (to
reflect the one-half year period).
+ The annualized expense ratios include dividend expense and stock loan fees
incurred during the six month period. Annualized dividend expense and stock
loan fees of average net assets totaled 1.43%. Had these expenses not been
included the ratios would have been 1.76% and 1.93%, respectively.
++ The annualized expense ratios include dividend expense and stock loan fees
incurred during the six month period. Annualized dividend expense and stock
loan fees of average net assets totaled 0.13%. Had these expenses not been
included the ratios would have been 0.83% and 1.17%, respectively.
--------------------------------------------------------------------------------
66
Approval of the Investment Advisory and Investment RIVERPARK
Sub-Advisory Agreements (Unaudited) [LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
At the August 11, 2016 meeting of the Board of Trustees of the RiverPark Funds
Trust, Fund Counsel reviewed with the Board of Trustees, a memorandum, a copy
of which had been previously provided to the Board, that described certain
factors that the Board should consider with respect to the continuation of the
advisory and sub-advisory agreements, including: (i) the nature, extent and
quality of services to be provided by the investment adviser and the
sub-advisers, as appropriate, (ii) the investment performance of the investment
adviser and the sub-advisers, as appropriate, with respect to each Fund, (iii)
the proposed fees and expenses under the investment advisory and sub-advisory
agreements, (iv) the economies of scale expected to be achieved, and (v) the
investment adviser's profitability. Fund Counsel emphasized that the Trustees
should also consider any additional factors they deem relevant and should use
their own business judgment in determining the material factors to consider in
evaluating the investment advisory agreements and the weight to be given to
each factor. Fund Counsel also noted that each Trustee may weigh the various
factors differently in reaching his conclusions with respect to the investment
advisory and sub-advisory agreements. Fund Counsel stated that to assist the
Board in making a determination, comparative data (particularly as to fees and
expenses) to other mutual funds and peer groups was previously provided to the
Board by the Adviser. A representative of the Adviser then addressed the Board
and reviewed the Adviser's and sub-advisers' 15(c) responses to the 15(c)
questionnaires previously provided to the Adviser and each sub-adviser by Fund
Counsel on behalf of the Independent Trustees.
Executive Session of Independent Trustees
The Independent Trustees met with Fund counsel in executive session and
considered, among other things, the Adviser's and each sub-adviser's responses
to the 15(c) questionnaires provided to them by Fund counsel.
Riverpark Large Growth Fund, Riverpark Long/Short Opportunity Fund, Riverpark
Structural Alpha Fund & Riverpark Focused Value 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, the Long/Short Fund,
the Structural Alpha Fund and the Focused Value 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,
the Structural Alpha Fund and the Focused Value Fund. The Trustees 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 Trustees stated that they were satisfied with
such personnel's experience in managing each of the Funds and implementing the
Adviser's principal investment strategies. The Trustees 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 Trustees recognized and were comfortable
with the Adviser's or the sub-advisers' 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 Trustees
next discussed the Adviser's relationship with each of the two sub-advisers and
were comfortable with the various steps taken when supervising each
sub-advisory relationship. These steps include obtaining an annual (or more
frequent) certification from each 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 rate as well as
other additional information. The Trustees concluded that the Adviser should
continue to provide a high level quality of service to each Fund for the
benefit of each Fund's shareholders.
Performance. The Trustees reviewed the performance of each Fund and discussed
the performance relative to its peer group, Morningstar category and benchmark.
The Adviser then reviewed the past performance information provided in the
15(c) responses for each of the Funds and reminded the Trustees of the
discussions earlier in the Meeting and at previous quarterly meetings regarding
the performance of each Fund. The Trustees asked questions regarding the
Adviser's outlook for each Fund and were satisfied with the Adviser's
responses. The Trustees next discussed the
--------------------------------------------------------------------------------
67
Approval of the Investment Advisory and Investment RIVERPARK
Sub-Advisory Agreements (Unaudited) (Continued) [LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
contributions of each of the two sub-advisers to the overall performance of
their respective Fund and noted favorably the Adviser's ability to select and
work with such high quality sub-advisers for the benefit of each Fund's
shareholders. After further discussion, the Trustees concluded that each Fund's
performance was reasonable.
Fees and Expenses. The Trustees discussed the advisory fees paid by each Fund
and reviewed the comparative data provided by the Adviser for each Fund. The
Trustees agreed that the advisory fee structure was fair and competitive in
comparison to other comparable mutual funds as well as other accounts managed
by the Adviser. After discussion the Trustees, concluded that the advisory fee
charged by each Fund was reasonable and within the range of fees charged by
other comparable 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 the Funds' size increases.
Profitability. The Trustees reviewed the Adviser's financial statements. The
Trustees recognized that the Adviser was generally profitable for the year
ended December 31, 2015. The Adviser expressed to the Trustees that the
Wedgewood Fund has had a significant reduction of assets over the past year but
that the Trustees should not be concerned as the Fund is still viable. The
Trustees recognized that the Long/Short Fund and the Strategic Income Fund are
also at asset levels where they are profitable to the Adviser and the Large
Growth Fund is above the breakeven level of assets. The Adviser expressed to
the Trustees that the Structural Alpha Fund and the Focused Value Fund are
currently below the breakeven point for the Adviser. After a brief discussion,
the Trustees concluded that the Adviser's profitability on a Fund by Fund basis
was not excessive 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 Fund 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 of each Fund.
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 bottom 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 $1.6 billion as of May 31, 2016 and
continue to grow. The Trustees reviewed the background information on the key
investment personnel who are responsible for servicing the High Yield Fund and
the Strategic Income Fund and were 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 Trustees 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 Trustees 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 each Fund's shareholders.
Performance.
High Yield Fund -- The Trustees reviewed the High Yield Fund's performance
noting that Cohanzick advises the Fund's assets on a daily basis, and the
Adviser provides significant oversight of Cohanzick and the Fund. The Trustees
recognized that since inception on September 30, 2010 through June 30, 2016,
the High Yield Fund's net annualized returns were 3.33% for Institutional
Shares and 3.03% for the Retail Shares. The Trustees discussed the Fund's
Morningstar ranking and noted the Fund is a 2-star fund as of the quarter ended
June 30, 2016. The Trustees further
--------------------------------------------------------------------------------
68
Approval of the Investment Advisory and Investment RIVERPARK
Sub-Advisory Agreements (Unaudited) (Continued) [LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
noted that year to date as of June 30, 2016, 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 advises the Fund's assets on a daily basis,
and the Adviser provides significant oversight of Cohanzick and the Fund. The
Trustees noted that since its inception on September 30, 2013 through June 30,
2016, the Strategic Income Fund's net annualized returns were 2.75% on
Institutional Shares and 2.46% on Retail Shares. The Trustees recognized that
since the Fund's inception on September 30, 2013 the Fund has underperformed
the Bloomberg Barclays U.S. Aggregate Bond Index and has performed in line as
compared to its peer group. The Trustees concluded 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 and the services provided to each Fund by Cohanzick. The
Trustees recognized they the sub-advisory fees were on the higher side compared
to each Fund's peer group but recognized that there were other sub-advisory
fees that were still significantly higher. After discussion, the Trustees
concluded that each sub-advisory fee was reasonable with respect to the High
Yield Fund and the Strategic Income Fund, respectively.
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 advisory contract, taking into
consideration the impact of the sub-advisory expense. After discussion, it was
the consensus of the Trustees that the lack of breakpoints at this time was
acceptable but that this should be reviewed again next year.
Profitability. The Trustees reviewed Cohanzick's financial statements. The
Board recognized that Cohanzick was generally profitable for the year ended
December 31, 2015. The Board noted that the High Yield Fund had attracted
considerable assets over the last two years and had become a profitable fund
for Cohanzick to sub-advise. The Trustees 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 with respect to each Fund was not excessive.
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 Fund 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 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 23 years. The Trustees reviewed the
background information on the key investment personnel who are responsible for
servicing the Fund and were comfortable with their credentials. The Trustees
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 Trustees 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 Trustees also recognized that Wedgewood has over a
twenty year history of conducting in-house, proprietary research that utilizes
independent research services, company filings, quarterly transcripts, trade
publications, sell-side research and communication with management. The
Trustees 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 for the benefit of the shareholders and the
Adviser.
--------------------------------------------------------------------------------
69
Approval of the Investment Advisory and Investment RIVERPARK
Sub-Advisory Agreements (Unaudited) (Concluded) [LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
Performance. The Trustees considered the investment performance for
Wedgewood. The Trustees recognized that 2015 was not a positive performance
year for the Wedgewood Fund but believes that Fund will demonstrate improved
performance in 2016. The Trustees agreed that the sub-adviser is performing as
expected and is contributing to the overall returns of the Wedgewood Fund. They
concluded that the performance was reasonable.
Fees and Expenses. The Trustees discussed Wedgewood's sub-advisory fee. They
noted that the fee was in line with other investment advisory contracts
Wedgewood has with its 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 contract, taking
into consideration the impact of the sub-advisory expense. After discussion, it
was the consensus of the Trustees that the lack of breakpoints at this time was
acceptable and that this should be reviewed again next year.
Profitability. The Trustees reviewed Wedgewood's financial statements. The
Trustees recognized that Wedgewood's sub-advisory fee is profitable to
Wedgewood, is incremental to its overall profitability and does not add
materially to its expenses or overhead in any meaningful way nor necessary to
maintain Wedgewood's financial viability. After a brief discussion, the
Trustees concluded that Wedgewood's profitability was not excessive.
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 Fund Counsel, the Trustees concluded
that the fee structure is reasonable and that renewal of the sub-advisory
agreement is in the best interests of the shareholders of the Wedgewood Fund.
--------------------------------------------------------------------------------
70
RIVERPARK
Notice to Shareholders (Unaudited) [LOGO OMITTED] FUNDS
--------------------------------------------------------------------------------
For shareholders that do not have a September 30, 2016 tax year end, this
notice is for informational purposes only. For shareholders with a September
30, 2016 tax year end, please consult your tax advisor as to the pertinence of
this notice. For the fiscal year ended September 30, 2016, 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 ............. 100% 0% 100% 100%
RiverPark/Wedgewood Fund ................ 88% 12% 100% 100%
RiverPark Short Term High Yield Fund .... 0% 100% 100% 0%
RiverPark Structural Alpha Fund ......... 100% 0% 100% 0%
RiverPark Strategic Income Fund ......... 0% 100% 100% 0%
RiverPark Focused Value Fund ............ 0% 100% 100% 100%
QUALIFYING U.S. GOVERNMENT QUALIFIED QUALIFIED SHORT-TERM
DIVIDEND INCOME(2) INTEREST(3) INTEREST INCOME(4) CAPITAL GAIN(5)
-------------------- ---------------- -------------------- ------------------------
RiverPark Large Growth Fund ............. 100% 0% 0% 0%
RiverPark/Wedgewood Fund ................ 100% 0% 0% 0%
RiverPark Short Term High Yield Fund .... 0% 0% 98% 0%
RiverPark Structural Alpha Fund ......... 0% 0% 0% 0%
RiverPark Strategic Income Fund ......... 0% 0% 73% 0%
RiverPark Focused Value Fund ............ 100% 0% 1% 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.
--------------------------------------------------------------------------------
71
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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 & Company, 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-001-0600
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, 2016 and September 30, 2015 for professional services rendered by
registrant's principal accountant were as follows:
--------------------------------------------------------------------------------
2016 2015
--------------------------------------------------------------------------------
(a) Audit Fees $104,000 $97,000
--------------------------------------------------------------------------------
(b) Audit-Related Fees $ -- $ --
--------------------------------------------------------------------------------
(c) Tax Fees $ 24,000 $20,000
--------------------------------------------------------------------------------
(d) All Other Fees $ 3,385 $ 9,600
--------------------------------------------------------------------------------
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, 2016 and September 30, 2015, All Other Fees relate to
the review of the March 31, 2016 and March 31, 2015 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 8, 2016
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 8, 2016
By (Signature and Title)* /s/ Stephen P. Connors
-------------------------------------
Stephen P. Connors
Chief Financial Officer and Treasurer
Date: December 8, 2016
* Print the name and title of each signing officer under his or her
signature.