N-CSR 1 riverpark_ncsr.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________ FORM NCSR ________ CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES INVESTMENT COMPANY ACT FILE NUMBER 81122431 RIVERPARK FUNDS TRUST (Exact name of registrant as specified in charter) ________ 156 West 56th Street, 17th Floor New York, NY 10019 (Address of principal executive offices) (Zip code) Morty Schaja 156 West 56th Street, 17th Floor New York, NY 10019 (Name and address of agent for service) With copies to: Thomas R. Westle Blank Rome LLP 405 Lexington Avenue New York, NY 10174 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 212-484-2100 DATE OF FISCAL YEAR END: SEPTEMBER 30, 2012 DATE OF REPORTING PERIOD: SEPTEMBER 30, 2012 ITEM 1. REPORTS TO STOCKHOLDERS. [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- ANNUAL REPORT SEPTEMBER 30, 2012 -------------------------------------------------------------------------------- RIVERPARK LARGE GROWTH FUND Retail Class and Institutional Class Shares RIVERPARK/WEDGEWOOD FUND Retail Class and Institutional Class Shares RIVERPARK SMALL CAP GROWTH FUND Retail Class and Institutional Class Shares RIVERPARK SHORT TERM HIGH YIELD FUND Retail Class and Institutional Class Shares RIVERPARK LONG/SHORT OPPORTUNITY FUND Retail Class and Institutional Class Shares RIVERPARK/GARGOYLE HEDGED VALUE FUND Retail Class and Institutional Class Shares INVESTMENT ADVISER: RIVERPARK ADVISORS, LLC [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- TABLE OF CONTENTS -------------------------------------------------------------------------------- Management's Discussion of Fund Performance and Analysis RiverPark Large Growth Fund ....................................... 1 RiverPark/Wedgewood Fund .......................................... 3 RiverPark Small Cap Growth Fund ................................... 5 RiverPark Short Term High Yield Fund .............................. 7 RiverPark Long/Short Opportunity Fund ............................. 9 RiverPark/Gargoyle Hedged Value Fund .............................. 11 Schedules of Investments RiverPark Large Growth Fund ....................................... 13 RiverPark/Wedgewood Fund .......................................... 14 RiverPark Small Cap Growth Fund ................................... 15 RiverPark Short Term High Yield Fund .............................. 17 RiverPark Long/Short Opportunity Fund ............................. 19 RiverPark/Gargoyle Hedged Value Fund .............................. 23 Statements of Assets and Liabilities ................................... 25 Statements of Operations ............................................... 27 Statements of Changes in Net Assets .................................... 29 Financial Highlights ................................................... 32 Notes to Financial Statements .......................................... 34 Report of Independent Registered Public Accounting Firm ................ 46 Trustees and Officers of the Trust ..................................... 47 Disclosure of Fund Expenses ............................................ 50 Approval of the Investment Advisory and Investment Sub Advisory Agreements ............................................... 52 Notice to Shareholders ................................................. 55 The RiverPark Funds file their complete schedules of fund holdings with the Security and Exchange Commission (the "Commission") for the first and third quarters of each fiscal year on Form N-Q within sixty days after the end of the period. The Funds' Forms N-Q are available on the Commission's website at http://www.sec.gov, and may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. A description of the policies and procedures that the Funds use to determine how to vote proxies relating to fund securities, as well as information relating to how a Fund voted proxies relating to fund securities during the most recent period ended June 30 is available (i) without charge, upon request, by calling 888-564-4517; and (ii) on the Commission's website at http://www.sec.gov. [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS RIVERPARK LARGE GROWTH FUND For the fiscal year ended September 30, 2012, the RiverPark Large Growth Fund gained 31.52% and 31.18% on its Institutional Class Shares and Retail Class Shares, respectively, while the Russell 1000 Growth Index gained 29.19% and the S&P 500 Index gained 30.20% . Investment results for the Fiscal Year were not uniform across quarters. The Institutional shares gained 9.02% for the December quarter, 20.09% for the March quarter, lost 5.90% for the June quarter, and gained 6.76% in the September quarter. The Fund's investment results were not uniform across sectors. The Fund's best performing sectors were Information Technology, Consumer Discretionary and Financials. The Fund's worst performing sectors were Industrials, Energy and Telecommunication Services. The Fund's best performers in the fiscal year were Equinix, Apple and Monsanto. The Fund's worst performers were Verifone Systems, Baidu, and Fossil. The RiverPark Large Growth Fund seeks to make investments in securities of large capitalization companies, which it defines as those in excess of $5 billion. The Fund invests in what it believes are exciting growth businesses with significant long-term growth potential, but patiently waits for opportunities to purchase these companies at attractive prices. RiverPark believes the style is best described as a "value orientation toward growth". RiverPark believes that the current market environment provides it with an opportunity to own a diversified portfolio of growth stocks at attractive valuations. We are cautiously optimistic that we can achieve our long-term objective of realizing above average rates of return over the next few years. THIS REPRESENTS THE MANAGER'S ASSESSMENT OF THE MARKET ENVIRONMENT AT A SPECIFIC POINT IN TIME AND SHOULD NOT BE RELIED UPON BY THE READER AS RESEARCH OR INVESTMENT ADVICE. THE RUSSELL 1000 GROWTH INDEX MEASURES THE PERFORMANCE OF THE LARGE-CAP GROWTH SEGMENT OF THE U.S. EQUITY UNIVERSE. IT INCLUDES THOSE RUSSELL 1000 INDEX COMPANIES WITH HIGHER PRICE-TO-BOOK RATIOS AND HIGHER FORECASTED GROWTH VALUES. THE S&P 500 INDEX IS AN UNMANAGED MARKET CAPITALIZATION VALUE WEIGHTED COMPOSITE INDEX OF 500 STOCKS. -------------------------------------------------------------------------------- 1 [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- Comparison of Change in the Value of a $10,000 Investment in the RiverPark Large Growth Fund, Retail Class Shares, versus the Russell 1000 Growth Index and the S&P 500 Index ------------------------------------------------ AVERAGE ANNUAL RETURN FOR THE PERIOD ENDED SEPTEMBER 30, 2012 ------------------------------------------------ Annualized Inception One Year Return to Date* ------------------------------------------------ Institutional Class Shares 31.52% 15.51% ------------------------------------------------ Retail Class Shares 31.18% 15.22% ------------------------------------------------ Russell 1000 Growth Index 29.19% 15.77% ------------------------------------------------ S&P 500 Index 30.20% 14.74% ------------------------------------------------ [LINE GRAPH] Initial Investment Date 9/30/10 9/30/11 9/30/12 -------------------------------------------------------------------------------- RiverPark Large Growth Fund, Retail $10,000 $10,119 $13,275 Russell 1000 Growth Index $10,000 $10,378 $13,407 S&P 500 Index $10,000 $10,114 $13,169 * FUND COMMENCED OPERATIONS ON SEPTEMBER 30, 2010. RETURNS SHOWN ABOVE ARE CALCULATED ASSUMING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. RETURNS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON DIVIDENDS OR DISTRIBUTIONS OR THE REDEMPTION OF SHARES FROM A FUND. RETURNS REFLECT FEE WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THE PERIOD; ABSENT FEE WAIVERS AND REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN LOWER. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS. THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN A SHAREHOLDER'S ORIGINAL COST. PERFORMANCE OF THE INSTITUTIONAL CLASS SHARES DIFFERS DUE TO THE DIFFERENCES IN EXPENSES. -------------------------------------------------------------------------------- 2 [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS RIVERPARK/WEDGEWOOD FUND For the fiscal year ended September 30, 2012, the RiverPark/Wedgewood Fund gained 34.50% and 34.17% on its Institutional Class Shares and Retail Class Shares, respectively, while the Russell 1000 Growth Index gained 29.19% and the S&P 500 Index gained 30.20% . Investment results for the Fiscal Year were not uniform across quarters. The Institutional shares gained 10.56% for December quarter, 18.23% for the March quarter, lost 5.04% for the June quarter, and gained 8.35% in the September quarter. The Fund's investment results were not uniform across sectors. The Fund's best performing sectors were Information Technology, Healthcare and Financials. The Fund's worst performing sectors were Consumer Discretionary, Industrials and Energy. The Fund's best performers in the fiscal year were Apple, Express Scripts, and Google. The Fund's worst performers were Expeditors International, Coach, and Charles Schwab. The RiverPark/Wedgewood Fund seeks to make investments in about 19-21 companies, with market capitalizations in excess of $5 billion, which it believes have above-average growth prospects. The Fund invests in businesses that it believes are market leaders with a long-term sustainable competitive advantage. It patiently waits for opportunities to purchase what it believes are great businesses at attractive prices. While the Fund invests in growth it believes that valuation is the key to generating attractive returns over the long-term. Unlike most growth investors, the Fund's sub-advisor, Wedgewood Partners Inc. ("Wedgewood"), is not a momentum investor but rather a contrarian growth investor. Wedgewood is a firm that believes in investing as opposed to trading and generally experiences an annual portfolio turnover of less than 50%. Wedgewood believes that the current market environment provides it with an opportunity to own a portfolio of growth stocks at attractive valuations. We are cautiously optimistic that we can achieve our long-term objective of realizing above average rates of return over the next few years. THIS REPRESENTS THE MANAGER'S ASSESSMENT OF THE MARKET ENVIRONMENT AT A SPECIFIC POINT IN TIME AND SHOULD NOT BE RELIED UPON BY THE READER AS RESEARCH OR INVESTMENT ADVICE. THE RUSSELL 1000 GROWTH INDEX MEASURES THE PERFORMANCE OF THE LARGE-CAP GROWTH SEGMENT OF THE U.S. EQUITY UNIVERSE. IT INCLUDES THOSE RUSSELL 1000 INDEX COMPANIES WITH HIGHER PRICE-TO-BOOK RATIOS AND HIGHER FORECASTED GROWTH VALUES. THE S&P 500 INDEX IS AN UNMANAGED MARKET CAPITALIZATION VALUE WEIGHTED COMPOSITE INDEX OF 500 STOCKS. -------------------------------------------------------------------------------- 3 [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- Comparison of Change in the Value of a $10,000 Investment in the RiverPark/Wedgewood Fund, Retail Class Shares, versus the Russell 1000 Growth Index and the S&P 500 Index ------------------------------------------- AVERAGE ANNUAL RETURN FOR THE PERIOD ENDED SEPTEMBER 30, 2012 ------------------------------------------- Annualized Inception One Year Return to Date* ------------------------------------------- Institutional Class Shares 34.50% 17.91% ------------------------------------------- Retail Class Shares 34.17% 17.63% ------------------------------------------- Russell 1000 Growth Index 29.19% 15.77% ------------------------------------------- S&P 500 Index 30.20% 14.74% ------------------------------------------- [LINE GRAPH] Initial Investment Date 9/30/10 9/30/11 9/30/12 -------------------------------------------------------------------------------- RiverPark/Wedgewood Fund, Retail $10,000 $10,312 $13,836 Russell 1000 Growth Index $10,000 $10,378 $13,407 S&P 500 Index $10,000 $10,114 $13,169 * FUND COMMENCED OPERATIONS ON SEPTEMBER 30, 2010. RETURNS SHOWN ABOVE ARE CALCULATED ASSUMING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. RETURNS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON DIVIDENDS OR DISTRIBUTIONS OR THE REDEMPTION OF SHARES FROM A FUND. RETURNS REFLECT FEE WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THE PERIOD; ABSENT FEE WAIVERS AND REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN LOWER. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS. THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN A SHAREHOLDER'S ORIGINAL COST. PERFORMANCE OF THE INSTITUTIONAL CLASS SHARES DIFFERS DUE TO THE DIFFERENCES IN EXPENSES. -------------------------------------------------------------------------------- 4 [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS RIVERPARK SMALL CAP GROWTH FUND For the fiscal year ended September 30, 2012, the RiverPark Small Cap Growth Fund gained 18.31% and 18.16% on its Institutional Class Shares and Retail Class Shares, respectively, while the Russell 2000 Growth Index gained 31.18% and the Russell 2000 Index gained 31.91% . Investment results for the Fiscal Year were not uniform through the quarters. The Institutional shares gained 7.80% for the December quarter, 12.45% for the March quarter, lost 5.92% for the June quarter, and gained 3.74% in the September quarter. The Fund's investment results were not uniform across sectors. The Fund's best performing sectors were Consumer Discretionary, Information Technology and Financials. The Fund's worst performing sectors were Consumer Staples, Materials and Energy. The Fund's best performers in the fiscal year were Dollarama, Amerigroup and Rentrak. The Fund's worst performers were Diamond Foods, Accretive Health, and Polypore International. The RiverPark Small Cap Growth Fund seeks to make investments in securities of small capitalization companies, which it defines as those below $2.5 billion. The Fund invests in what it believes are exciting growth businesses with significant long-term growth potential, but patiently waits for opportunities to purchase these companies at attractive prices. RiverPark believes the style is best described as a "value orientation toward growth". RiverPark believes that the current market environment provides it with an opportunity to own a diversified portfolio of growth stocks at attractive valuations. While the Fund's investment performance has lagged the Fund's benchmarks, we remain cautiously optimistic that we can achieve our long-term objective of realizing above average rates of return over the next few years. THIS REPRESENTS THE MANAGER'S ASSESSMENT OF THE MARKET ENVIRONMENT AT A SPECIFIC POINT IN TIME AND SHOULD NOT BE RELIED UPON BY THE READER AS RESEARCH OR INVESTMENT ADVICE. THE RUSSELL 2000 INDEX IS AN UNMANAGED INDEX COMPRISED OF 2,000 STOCKS OF U.S. COMPANIES WITH SMALL MARKET CAPITALIZATION. RUSSELL 2000 GROWTH INDEX MEASURES THE PERFORMANCE OF THOSE RUSSELL 2000 COMPANIES WITH HIGHER PRICE-TO-BOOK RATIOS AND HIGHER FORECASTED GROWTH VALUES. -------------------------------------------------------------------------------- 5 [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- Comparison of Change in the Value of a $10,000 Investment in the RiverPark Small Cap Growth Fund, Retail Class Shares, versus the Russell 2000 Growth Index and the Russell 2000 Index ------------------------------------------- AVERAGE ANNUAL RETURN FOR THE PERIOD ENDED SEPTEMBER 30, 2012 ------------------------------------------- Annualized Inception One Year Return to Date* ------------------------------------------- Institutional Class Shares 18.31% 6.73% ------------------------------------------- Retail Class Shares 18.16% 6.47% ------------------------------------------- Russell 2000 Growth Index 31.18% 13.87% ------------------------------------------- Russell 2000 Index 31.91% 12.79% ------------------------------------------- [LINE GRAPH] Initial Investment Date 9/30/10 9/30/11 9/30/12 -------------------------------------------------------------------------------- RiverPark Small Cap Growth Fund, Retail $10,000 $9,594 $11,337 Russell 2000 Growth Index $10,000 $9,888 $12,971 Russell 2000 Index $10,000 $9,647 $12,725 * FUND COMMENCED OPERATIONS ON SEPTEMBER 30, 2010. RETURNS SHOWN ABOVE ARE CALCULATED ASSUMING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. RETURNS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON DIVIDENDS OR DISTRIBUTIONS OR THE REDEMPTION OF SHARES FROM A FUND. RETURNS REFLECT FEE WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THE PERIOD; ABSENT FEE WAIVERS AND REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN LOWER. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS. THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN A SHAREHOLDER'S ORIGINAL COST. PERFORMANCE OF THE INSTITUTIONAL CLASS SHARES DIFFERS DUE TO THE DIFFERENCES IN EXPENSES. -------------------------------------------------------------------------------- 6 [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS RIVERPARK SHORT TERM HIGH YIELD FUND For the fiscal year ended September 30, 2012, the RiverPark Short Term High Yield Fund gained 5.32% and 4.88% on its Institutional Class Shares and Retail Class Shares, respectively, while the BofA Merrill Lynch 1-3 Year U.S. Corporate Bond Index gained 4.51% and the BofA Merrill Lynch 1-Year U.S. Treasury Index gained 0.26% . Investment results for the Fiscal Year were fairly uniform across quarters. The Institutional shares gained 1.65% for the December quarter, 1.34% for the March quarter, 1.02% for the June quarter, and 1.11% in the September quarter. The Fund realized positive contributions from its investments in each of its five categories of investment. The Fund realized a contribution to its performance of 2.18% in its investments in the Short Term Maturity category, 1.90% in Redeemed Debt investments, 0.88% in Event-Driven, 0.60% in Cushion Bonds and 0.59% in Strategic Recap investments. The Fund continues to strive for an attractive yield while managing the portfolio to a short average effective duration and what they perceive to be limited credit risk. As of September 30, 2012, 67% of the Fund's invested portfolio is expected to mature or be repaid within 90 days, while 88% of the Fund's invested portfolio is expected to mature or be repaid within 12 months. Over 66% of the invested portfolio is expected to be repaid as the result of a corporate event (redemption or early retirement due to an acquisition or recapitalization). The RiverPark Short Term High Yield Fund focuses on short term high yield securities for which they believe credit ratings do not accurately reflect a company's ability to meet their short term credit obligations. The RiverPark Short Term High Yield Fund seeks to make investments in fixed income securities of companies that have announced or, in the opinion of the Fund's sub-advisor, Cohanzick Management LLC ("Cohanzick"), will announce a funding event, reorganization or other corporate event that they believe will have a positive impact on a company's ability to repay their debt. Additionally, the Fund will invest in securities in which it perceives there is limited near term risk of default. In Cohanzick's view, the risks associated with investing in short term high yield debt are very different from investing in long-dated paper in which operating performance and business sustainability are of primary concern. THIS REPRESENTS THE MANAGER'S ASSESSMENT OF THE MARKET ENVIRONMENT AT A SPECIFIC POINT IN TIME AND SHOULD NOT BE RELIED UPON BY THE READER AS RESEARCH OR INVESTMENT ADVICE. THE BOFA MERRILL LYNCH 1-3 YEAR U.S. CORPORATE BOND INDEX IS AN UNMANAGED INDEX COMPRISED OF U.S. DOLLAR DENOMINATED INVESTMENT GRADE CORPORATE DEBT SECURITIES PUBLICLY ISSUED IN THE U.S. DOMESTIC MARKET WITH AT LEAST ONE YEAR REMAINING TERM TO FINAL MATURITY. THE BOFA MERRILL LYNCH 1-YEAR U.S. TREASURY INDEX TRACKS THE PERFORMANCE OF U.S. DOLLAR DENOMINATED SOVEREIGN DEBT PUBLICLY ISSUED BY THE U.S. GOVERNMENT IN ITS DOMESTIC MARKET WITH AT LEAST ONE YEAR REMAINING TERM TO FINAL MATURITY. -------------------------------------------------------------------------------- 7 [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- Comparison of Change in the Value of a $10,000 Investment in the RiverPark Short Term High Yield Fund, Retail Class Shares, versus the BofA Merrill Lynch 1-3 Year U.S. Corporate Bond Index and the BofA Merrill Lynch 1-Year U.S. Treasury Index ------------------------------------------ AVERAGE ANNUAL RETURN FOR THE PERIOD ENDED SEPTEMBER 30, 2012 ------------------------------------------ Annualized Inception One Year Return to Date* ------------------------------------------ Institutional Class Shares 5.32% 4.24% ------------------------------------------ Retail Class Shares 4.88% 3.97% ------------------------------------------ BofA Merrill Lynch 1-3 Year U.S. Corporate Bond Index 4.51% 2.94% ------------------------------------------ BofA Merrill Lynch 1-Year U.S. Treasury Index 0.26% 0.41% ------------------------------------------ [LINE GRAPH] Initial Investment Date 9/30/10 9/30/11 9/30/12 -------------------------------------------------------------------------------- RiverPark Short Term High Yield Fund, Retail $10,000 $10,306 $10,809 BofA Merrill Lynch 1-3 Year Corporate Bond Index $10,000 $10,141 $10,598 BofA Merrill Lynch 1-Year Treasury Index $10,000 $10,055 $10,082 * FUND COMMENCED OPERATIONS ON SEPTEMBER 30, 2010. RETURNS SHOWN ABOVE ARE CALCULATED ASSUMING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. RETURNS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON DIVIDENDS OR DISTRIBUTIONS OR THE REDEMPTION OF SHARES FROM A FUND. RETURNS REFLECT FEE WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THE PERIOD; ABSENT FEE WAIVERS AND REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN LOWER. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS. THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN A SHAREHOLDER'S ORIGINAL COST. PERFORMANCE OF THE INSTITUTIONAL CLASS SHARES DIFFERS DUE TO THE DIFFERENCES IN EXPENSES. -------------------------------------------------------------------------------- 8 [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS RIVERPARK LONG/SHORT OPPORTUNITY FUND For the fiscal year ended September 30, 2012, the RiverPark Long/Short Opportunity Fund gained 32.28% and 32.15% on its Institutional Class Shares and Retail Class Shares, respectively, while the S&P 500 Index gained 30.20% and the Morningstar Long/Short Equity Category gained 8.72% .(1) The average gross and net exposures of the Fund for the fiscal year were 168% and 54% (long 111%, short 57%), respectively. Investment results for the partial Fiscal Year were not uniform across quarters. The Institutional shares lost 3.60% for the June quarter and gained 5.19% in the September quarter. The Fund's investment results were not uniform across sectors. From April 1, 2012 through September 30, 2012, the Fund's best performing sectors were Information Technology, Consumer Discretionary and Materials. The Fund's worst performing sectors were Consumer Staples, Energy and Industrials. The Fund's best performers in the same partial fiscal year were Ebay, Equinix, and Google. The Fund's worst performers were Verifone Systems, Fossil and Bankrate. The RiverPark Long/Short Opportunity Fund seeks long-term capital appreciation while managing downside volatility by investing long in equity securities that the Fund's investment adviser believes have above-average growth prospects and selling short equity securities the Adviser believes are competitively disadvantaged over the long-term. The Fund is an opportunistic long/short investment fund. The Fund's investment goal is to achieve above-average rates of return with less volatility and less downside risk as compared to U.S. equity markets. THIS REPRESENTS THE MANAGER'S ASSESSMENT OF THE MARKET ENVIRONMENT AT A SPECIFIC POINT IN TIME AND SHOULD NOT BE RELIED UPON BY THE READER AS RESEARCH OR INVESTMENT ADVICE. THE S&P 500 INDEX IS AN UNMANAGED MARKET CAPITALIZATION VALUE WEIGHTED COMPOSITE INDEX OF 500 STOCKS. THE MORNINGSTAR LONG/SHORT EQUITY CATEGORY PORTFOLIOS HOLD SIZABLE STAKES IN BOTH LONG AND SHORT POSITIONS. SOME FUNDS THAT FALL INTO THIS CATEGORY ARE MARKET NEUTRAL - DIVIDING THEIR EXPOSURE EQUALLY BETWEEN LONG AND SHORT POSITIONS IN AN ATTEMPT TO EARN A MODEST RETURN THAT IS NOT TIED TO THE MARKET'S FORTUNES. OTHER PORTFOLIOS THAT ARE NOT MARKET NEUTRAL WILL SHIFT THEIR EXPOSURE TO LONG AND SHORT POSITIONS DEPENDING UPON THEIR MACRO OUTLOOK OR THE OPPORTUNITIES THEY UNCOVER THROUGH BOTTOM-UP RESEARCH. ------------------- (1) THE PERFORMANCE DATA FOR PERIODS PRIOR TO MARCH 30, 2012 IS THAT OF RIVERPARK OPPORTUNITY FUND, LLC (THE'' PREDECESSOR FUND''). THE PREDECESSOR FUND WAS NOT A REGISTERED MUTUAL FUND AND WAS NOT SUBJECT TO THE SAME INVESTMENT AND TAX RESTRICTIONS AS THE FUND. IF IT HAD BEEN, THE PREDECESSOR FUND'S PERFORMANCE MIGHT HAVE BEEN LOWER. -------------------------------------------------------------------------------- 9 [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- Comparison of Change in the Value of a $10,000 Investment in the RiverPark Long/Short Opportunity Fund, Retail Class Shares, versus the S&P 500 Index and Morningstar Long/Short Equity Category
-------------------------------------------------------------- AVERAGE ANNUAL RETURN FOR THE PERIOD ENDED SEPTEMBER 30, 2012 --------------------------------------------------------------- Annualized 3 Year Annualized Inception One Year Return* Return** to Date** --------------------------------------------------------------- Institutional Class Shares* 32.28% 12.31% 12.31% --------------------------------------------------------------- Retail Class Shares* 32.15% 12.27% 12.27% --------------------------------------------------------------- S&P 500 Index 30.20% 13.20% 13.20% --------------------------------------------------------------- Morningstar Long/Short Equity Category 8.72% 2.14% 2.14% ---------------------------------------------------------------
[LINE GRAPH] Initial Investment Date 9/30/09 9/30/10 9/30/11 9/30/12 -------------------------------------------------------------------------------- RiverPark Long/Short Opportunity, Retail $10,000 $10,242 $10,708 $14,151 S&P 500 Index $10,000 $11,016 $11,142 $14,507 Morningstar Long/Short Equity Category $10,000 $10,160 $9,859 $10,655 * FUND COMMENCED OPERATIONS ON MARCH 30, 2012. ** THE PERFORMANCE DATA QUOTED FOR PERIODS PRIOR TO MARCH 30, 2012 IS THAT OF THE PREDECESSOR FUND. THE PREDECESSOR FUND COMMENCED OPERATIONS PRIOR TO THE PERIODS SHOWN. THE PREDECESSOR FUND WAS NOT A REGISTERED MUTUAL FUND AND WAS NOT SUBJECT TO THE SAME INVESTMENT AND TAX RESTRICTIONS AS THE FUND. IF IT HAD BEEN, THE PREDECESSOR FUND'S PERFORMANCE MIGHT HAVE BEEN LOWER. PERFORMANCE SHOWN FOR PERIODS OF ONE YEAR AND GREATER ARE ANNUALIZED. INCEPTION DATE OF THE PREDECESSOR FUND WAS SEPTEMBER 30, 2009. FOR PERIODS AFTER MARCH 30, 2012, THE RETURNS SHOWN ABOVE ARE CALCULATED ASSUMING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. RETURNS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON DIVIDENDS OR DISTRIBUTIONS OR THE REDEMPTION OF SHARES FROM A FUND. RETURNS REFLECT FEE WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THE PERIOD; ABSENT FEE WAIVERS AND REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN LOWER. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS. THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN A SHAREHOLDER'S ORIGINAL COST. PERFORMANCE OF THE INSTITUTIONAL CLASS SHARES DIFFERS DUE TO THE DIFFERENCES IN EXPENSES. -------------------------------------------------------------------------------- 10 [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS RIVERPARK/GARGOYLE HEDGED VALUE FUND For the fiscal year ended September 30, 2012, the RiverPark/Gargoyle Hedged Value Fund gained 13.43% and 13.31% on its Institutional Class Shares and Retail Class Shares, respectively, while the S&P 500 Index gained 30.20% and the Russell 1000 Value Index gained 30.92% .(2) From May 1, 2012 through September 30, 2012, the Fund's equities gained 0.64% and the Fund lost 0.44% in its index option positions. Investment results for the partial Fiscal Year were not uniform across quarters. The Institutional shares lost 3.30% for the partial June quarter and gained 3.10% in the September quarter. The Fund's investment results were not uniform across sectors. From May 1, 2012 through September 30, 2012, the Fund's best performing sectors within its equity portfolio were Healthcare, Energy and Consumer Discretionary. The Fund's worst performing sectors within its equity portfolio were Information Technology, Materials and Consumer Staples. The Fund's best equity performers in the same partial fiscal year were MetroPCS Communications, Onyx Pharmaceuticals, and HoyFrontier. The Fund's worst equity performers were Advanced Micro Devices, Alpha Natural Resources and NII Holdings. The RiverPark/Gargoyle Hedged Value Fund seeks long-term capital appreciation while exposing investors to less risk than broad stock market indicies by combining two investment strategies. First, the Fund intends to be fully invested in equity securities of medium-large capitalization companies (the "Stock Portfolio") that Gargoyle Investment Advisor LLC ("Gargoyle"), the Fund's subadviser, believes are attractively priced relative to medium-large capitalization stocks generally. Second, the Fund writes index call options ("Options Portfolio") against the Stock Portfolio in an effort to increase the Fund's income, reduce the volatility of its returns and, in general, improve the reward/risk of the Stock Portfolio. The Fund expects to maintain a net market exposure of between 35% and 65%. We are cautiously optimistic that we can achieve our long-term objective of realizing above average rates of return over the next few years. Additionally, the Fund believes that it can gain performance from its index option writing activities while it also believes the options can decrease overall performance volatility. THIS REPRESENTS THE MANAGER'S ASSESSMENT OF THE MARKET ENVIRONMENT AT A SPECIFIC POINT IN TIME AND SHOULD NOT BE RELIED UPON BY THE READER AS RESEARCH OR INVESTMENT ADVICE. THE S&P 500 INDEX IS AN UNMANAGED MARKET CAPITALIZATION VALUE WEIGHTED COMPOSITE INDEX OF 500 STOCKS THE RUSSELL 1000 VALUE INDEX MEASURES THE PERFORMANCE OF THE LARGE-CAP VALUE SEGMENT OF THE U.S. EQUITY UNIVERSE. IT INCLUDES THOSE RUSSELL 1000 INDEX COMPANIES WITH LOWER PRICE-TO-BOOK RATIOS AND LOWER EXPECTED GROWTH VALUES. ------------------- (2) THE PERFORMANCE DATA FOR PERIODS PRIOR TO APRIL 30, 2012 IS THAT OF GARGOYLE HEDGED VALUE FUND L.P. (THE" PREDECESSOR FUND"). THE PREDECESSOR FUND WAS NOT A REGISTERED MUTUAL FUND AND WAS NOT SUBJECT TO THE SAME INVESTMENT AND TAX RESTRICTIONS AS THE FUND. IF IT HAD BEEN, THE PREDECESSOR FUND'S PERFORMANCE MIGHT HAVE BEEN LOWER. -------------------------------------------------------------------------------- 11 [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- Comparison of Change in the Value of a $10,000 Investment in the RiverPark/Gargoyle Hedged Value Fund, Retail Class Shares, versus the S&P 500 Index and the Russell 1000 Value Index
--------------------------------------------------------------------------------------------------- AVERAGE ANNUAL RETURN FOR THE PERIOD ENDED SEPTEMBER 30, 2012 --------------------------------------------------------------------------------------------------- Annualized 3 Year Annualized 5 Year Annualized 10 Annualized One Year Return** Return** Return** Year Return** Inception to Date** --------------------------------------------------------------------------------------------------- Institutional Class Shares* 13.43% 8.01% 1.20% 9.11% 7.25% --------------------------------------------------------------------------------------------------- Retail Class Shares* 13.31% 7.97% 1.18% 9.10% 7.25% --------------------------------------------------------------------------------------------------- S&P 500 Index 30.20% 13.20% 1.05% 8.01% 1.72% --------------------------------------------------------------------------------------------------- Russell 1000 Value Index 30.92% 11.84% (0.90)% 8.17% 4.31% ---------------------------------------------------------------------------------------------------
[LINE GRAPH]
Initial Investment Date 5/1/87 9/30/03 9/30/04 9/30/05 9/30/06 9/30/07 9/30/08 9/30/09 9/30/10 9/30/11 9/30/12 ------------------------------------------------------------------------------------------------------------------------------------ RiverPark/Gargoyle Hedged Value Fund, Retail $10,000 $12,717 $14,982 $18,188 $20,527 $22,527 $17,582 $18,974 $22,038 $21,078 $23,860 S&P 500 Index $10,000 $12,439 $14,165 $15,900 $17,615 $20,511 $16,004 $14,898 $16,412 $16,600 $21,615 Russell 1000 Value Index $10,000 $12,437 $14,988 $17,489 $20,046 $22,943 $17,538 $15,676 $17,070 $16,748 $21,926
* FUND COMMENCED OPERATIONS ON APRIL 30, 2012. ** THE PERFORMANCE DATA QUOTED FOR PERIODS PRIOR TO APRIL 30, 2012 IS THAT OF THE PREDECESSOR FUND. THE PREDECESSOR FUND COMMENCED OPERATIONS PRIOR TO THE PERIODS SHOWN. THE PREDECESSOR FUND WAS NOT A REGISTERED MUTUAL FUND AND WAS NOT SUBJECT TO THE SAME INVESTMENT AND TAX RESTRICTIONS AS THE FUND. IF IT HAD BEEN, THE PREDECESSOR FUND'S PERFORMANCE MIGHT HAVE BEEN LOWER. PERFORMANCE SHOWN FOR ONE YEAR AND GREATER ARE ANNUALIZED. THE PREDECESSOR FUND COMMENCED OPERATIONS IN 1997. SUBSTANTIAL CHANGES WERE MADE TO THE STRATEGY IN JANUARY 2000, CONSISTENT WITH THE STRATEGY OF THE FUND. PERFORMANCE RESULTS DURING YEARS 1997 THROUGH 1999 ARE AVAILABLE UPON REQUEST BY CALLING THE FUND AT 888-564-4517. FOR PERIODS AFTER APRIL 30, 2012, THE RETURNS SHOWN ABOVE ARE CALCULATED ASSUMING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. RETURNS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON DIVIDENDS OR DISTRIBUTIONS OR THE REDEMPTION OF SHARES FROM A FUND. RETURNS REFLECT FEE WAIVERS AND/OR REIMBURSEMENTS IN EFFECT FOR THE PERIOD; ABSENT FEE WAIVERS AND REIMBURSEMENTS, PERFORMANCE WOULD HAVE BEEN LOWER. RESULTS REPRESENT PAST PERFORMANCE AND DO NOT INDICATE FUTURE RESULTS. THE VALUE OF AN INVESTMENT IN THE FUND AND THE RETURN ON INVESTMENT BOTH WILL FLUCTUATE AND REDEMPTION PROCEEDS MAY BE HIGHER OR LOWER THAN A SHAREHOLDER'S ORIGINAL COST. PERFORMANCE OF THE INSTITUTIONAL CLASS SHARES DIFFERS DUE TO THE DIFFERENCES IN EXPENSES. -------------------------------------------------------------------------------- 12 [RiverPark Logo] RiverPark Large Growth Fund September 30, 2012 -------------------------------------------------------------------------------- SECTOR WEIGHTING+ [BAR CHART] Information Technology 29.2% Consumer Discretionary 26.6% Financials 17.4% Time Deposit 7.6% Energy 6.9% Materials 5.1% Telecommunications Services 2.8% Health Care 2.4% Industrials 2.0% + Percentages are based on total investments. -------------------------------------------------------------------------------- DESCRIPTION SHARES VALUE (000) -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS COMMON STOCK -- 91.5%** Consumer Discretionary -- 26.3% Coach 7,550 $ 423 Discovery Communications, Cl C* 8,750 491 Dollar Tree* 13,950 673 Fossil* 2,780 236 Las Vegas Sands 10,040 466 McDonald's 4,070 373 priceline.com* 910 563 Ralph Lauren, Cl A 2,580 390 Starbucks 13,673 694 TripAdvisor* 5,160 170 Walt Disney 5,799 303 Wynn Resorts 2,350 271 ----- 5,053 ----- Energy -- 6.8% Cabot Oil & Gas 4,190 188 Devon Energy 4,050 245 National Oilwell Varco 4,775 382 Schlumberger 3,123 226 Southwestern Energy* 7,560 263 ----- 1,304 ----- Financials -- 17.2% American Express 7,627 433 Charles Schwab 19,100 244 CME Group, Cl A 4,640 266 IntercontinentalExchange* 1,880 251 KKR & Co., LP (a) 22,796 344 Mastercard, Cl A 587 265 TD Ameritrade Holding 16,640 256 The Blackstone Group LP (a) 62,730 896 Visa, Cl A 2,560 344 ----- 3,299 ----- Health Care -- 2.4% Intuitive Surgical* 550 273 Stericycle* 1,980 179 ----- 452 ----- -------------------------------------------------------------------------------- SHARES/FACE DESCRIPTION AMOUNT VALUE (000) (000) -------------------------------------------------------------------------------- Industrials - 2.0% Precision Castparts 1,180 $ 193 United Parcel Service, Cl B 2,530 181 -------- 374 -------- Information Tecnology - 29.0% Alliance Data Systems* 3,950 561 Apple 1,340 894 Cognizant Technology Solutions, Cl A 9,510 665 eBay* 10,982 531 EMC* 18,657 509 Equinix* 2,460 507 Google, Cl A* 1,190 898 QUALCOMM 11,859 741 VeriFone Systems* 9,080 253 -------- 5,559 -------- Materials - 5.0% Ecolab 2,940 190 Monsanto 6,524 594 Praxair 1,740 181 -------- 965 -------- Telecommunication Services - 2.8% American Tower, Cl A REIT 3,950 282 SBA Communications, Cl A* 4,127 260 -------- 542 -------- Total Common Stock (Cost $16,287) (000) 17,548 -------- TIME DEPOSIT - 7.5% Brown Brothers, 0.030% (b) $ 1,448 1,448 (Cost $1,448) (000) -------- Total Investments - 99.0% (Cost $17,735) (000) $ 18,996 ======== As of September 30, 2012, all of the Fund's investments were considered Level 1 except for the Time Deposit which was Level 2. Please see Note 2 in Notes to Financial Statements for further information regarding fair value measurements. Percentages are based on Net Assets of $19,187 (000). * Non-income producing security. ** More narrow industries are utilized for compliance purposes, whereas broad sectors are utilized for reporting purposes. (a) Security considered Master Limited Partnership. At September 30, 2012, these securities amounted to $1,240 (000) or 6.5% of Net Assets. (b) Rate shown is the simple yield as of September 30, 2012. Cl -- Class LP -- Limited Partnership REIT -- Real Estate Investment Trust -------------------------------------------------------------------------------- 13 The accompanying notes are an integral part of the financial statements. [RiverPark Logo] RiverPark/Wedgewood Fund September 30, 2012 -------------------------------------------------------------------------------- SECTOR WEIGHTING+ [BAR CHART] Information Technology 30.1% Health Care 20.1% Financials 19.8% Industrials 11.9% Time Deposit 7.3% Energy 6.6% Consumer Discretionary 4.2% + Percentages are based on total investments. -------------------------------------------------------------------------------- DESCRIPTION SHARES VALUE (000) -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS COMMON STOCK -- 92.9%** Consumer Discretionary -- 4.3% Coach 345,000 $19,327 ------- Energy -- 6.6% National Oilwell Varco 171,000 13,699 Schlumberger 224,000 16,202 ------- 29,901 ------- Financials -- 19.8% American Express 310,000 17,627 Berkshire Hathaway, Cl B* 399,000 35,192 Charles Schwab 1,384,000 17,701 Visa, Cl A 143,000 19,202 ------- 89,722 ------- Health Care -- 20.1% Express Scripts Holding* 440,000 27,575 Gilead Sciences* 247,000 16,383 Perrigo 120,000 13,940 Stericycle* 161,000 14,573 Varian Medical Systems* 311,000 18,760 ------- 91,231 ------- Industrials -- 11.9% Cummins 256,000 23,606 Expeditors International of Washington 437,000 15,889 Verisk Analytics, Cl A* 303,000 14,426 ------- 53,921 ------- Information Technology -- 30.2% Apple 57,000 38,034 Cognizant Technology Solutions, Cl A* 328,000 22,934 EMC* 582,000 15,871 Google, Cl A* 43,000 32,443 QUALCOMM 435,000 27,183 ------- 136,465 ------- Total Common Stock (Cost $378,149) (000) 420,567 ------- -------------------------------------------------------------------------------- FACE DESCRIPTION AMOUNT VALUE (000) (000) -------------------------------------------------------------------------------- TIME DEPOSITS -- 7.4% Brown Brothers, 0.030% (a) $33,177 $33,177 (Cost $33,177) (000) ------ Total Investments ----- 100.3% (Cost $411,326) (000) $ 435,744 ========= As of September 30, 2012, all of the Fund's investments were considered Level 1 except for the Time Deposit which was Level 2. Please see Note 2 in Notes to Financial Statements for further information regarding fair value measurements. Percentages are based on Net Assets of $452,598 (000). * Non-income producing security. ** More narrow industries are utilized for compliance purposes, whereas broad sectors are utilized for reporting purposes. (a) Rate shown is the simple yield as of September 30, 2012. Cl -- Class -------------------------------------------------------------------------------- 14 The accompanying notes are an integral part of the financial statements. [RiverPark Logo] RiverPark Small Cap Growth Fund September 30, 2012 -------------------------------------------------------------------------------- SECTOR WEIGHTING+ [BAR CHART] Information Technology 33.2% Consumer Discretionary 19.4% Financials 13.0% Health Care 9.4% Industrials 8.0% Time Deposit 4.6% Energy 4.0% Consumer Staples 3.9% Telecommunications Services 3.5% Utilities 1.0% + Percentages are based on total investments. -------------------------------------------------------------------------------- DESCRIPTION SHARES VALUE (000) -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS COMMON STOCK ----- 95.9%** Consumer Discretionary -- 19.5% Dollarama 3,338 $ 213 HomeAway* 3,900 91 HSN 2,239 110 Imax* 5,000 100 National CineMedia 7,140 117 Rentrak* 9,180 155 Steiner Leisure* 1,444 67 Vail Resorts 1,416 82 ------- 935 ------- Consumer Staples -- 3.9% Annie's* 1,700 76 Darling International* 6,185 113 ------- 189 ------- Energy -- 4.0% CARBO Ceramics 1,147 72 Clean Energy Fuels* 4,746 63 Gevo* 5,535 12 Southern Pacific Resource* 31,900 45 ------- 192 ------- Financials -- 13.1% BBCN Bancorp* 6,220 79 CapLease REIT 15,540 80 Coresite Realty REIT 3,630 98 DuPont Fabros Technology REIT 2,530 64 EverBank Financial 6,000 83 Stifel Financial* 2,082 70 Walker & Dunlop* 5,238 80 Zillow, Cl A* 1,760 74 ------- 628 ------- -------------------------------------------------------------------------------- SHARES/FACE DESCRIPTION AMOUNT VALUE (000) (000) -------------------------------------------------------------------------------- Health Care -- 9.4% Accretive Health* 11,015 $ 123 athenahealth* 472 43 Cubist Pharmaceuticals* 1,000 48 HMS Holdings* 2,700 90 MAKO Surgical* 4,665 81 Volcano* 2,359 68 ---- 453 ---- Industrials -- 6.1% Clean Harbors* 1,268 62 Genesee & Wyoming, Cl A* 1,288 86 Hardinge 6,900 71 Polypore International* 2,050 72 ---- 291 ---- Information Technology -- 35.3% Bankrate* 7,740 121 CommVault Systems* 900 53 Cornerstone OnDemand* 1,800 55 CoStar Group* 1,127 92 Exa* 4,500 49 Fortinet* 3,900 94 Imagination Technologies Group* 6,000 46 InterXion Holding* 5,500 125 Liquidity Services* 1,850 93 LogMeIn* 2,875 64 MoneyGram International* 5,200 77 PDF Solutions* 8,677 119 QLIK Technologies* 3,100 69 Sapient* 14,900 159 Stamps.com* 7,432 172 TechTarget* 12,901 76 TiVo* 13,682 143 Vocus* 4,169 84 ----- 1,691 ----- Telecommunication Services -- 3.6% SBA Communications, Cl A* 1,658 104 Vonage Holdings* 29,300 67 ----- 171 ----- Utilities -- 1.0% GWR Global Water Resources* 16,600 47 ----- Total Common Stock (Cost $4,290) (000) 4,597 ----- TIME DEPOSIT -- 4.6% Brown Brothers, 0.030% (a) $ 222 222 (Cost $222) (000) ----- Total Investments -- 100.5% (Cost $4,512) (000) $4,819 ------ -------------------------------------------------------------------------------- 15 The accompanying notes are an integral part of the financial statements. [RiverPark Logo] RiverPark Small Cap Growth Fund September 30, 2012 -------------------------------------------------------------------------------- As of September 30, 2012, all of the Fund's investments were considered Level 1 except for the Time Deposit which was Level 2. Please see Note 2 in Notes to Financial Statements for further information regarding fair value measurements. Percentages are based on Net Assets of $4,794 (000). * Non-income producing security. ** More narrow industries are utilized for compliance purposes, whereas broad sectors are utilized for reporting purposes. (a) Rate shown is the simple yield as of September 30, 2012. Cl -- Class REIT -- Real Estate Investment Trust -------------------------------------------------------------------------------- 16 The accompanying notes are an integral part of the financial statements. [RiverPark Logo] RiverPark Short Term High Yield Fund September 30, 2012 -------------------------------------------------------------------------------- SECTOR WEIGHTING+ [BAR CHART] Corporate Obligations 82.4% Convertible Bonds 13.1% Bank Loan Obligations 3.4% Preferred Stock 1.1% + Percentages are based on total investments. -------------------------------------------------------------------------------- FACE DESCRIPTION AMOUNT VALUE (000) (000) -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS CORPORATE OBLIGATIONS -- 82.7% Consumer Discretionary -- 23.7% AMC Entertainment 8.000%, 03/01/14 $ 6,217 $ 6,225 Avis Budget Car Rental 2.935%, 05/15/14 (a) 2,300 2,300 Baker & Taylor 11.500%, 07/01/13 (b) 1,247 1,253 Collective Brands 8.250%, 08/01/13 154 155 Gray Television 10.500%, 06/29/15 8,600 9,363 Hanesbrands 4.113%, 12/15/14 (a) 1,624 1,625 K Hovnanian Enterprises 10.625%, 10/15/16 10,960 11,940 Nielsen Finance 11.625%, 02/01/14 2,911 3,297 11.500%, 05/01/16 3,096 3,475 Peninsula Gaming 8.375%, 08/15/15 6,965 7,313 ------ 46,946 ------ Consumer Staples -- 5.6% Beverages & More 9.625%, 10/01/14 (b) 2,000 2,070 Dole Food 13.875%, 03/15/14 850 960 Reynolds Group Issuer 7.750%, 10/15/16 5,175 5,408 Vector Group 11.000%, 08/15/15 2,521 2,638 ------ 11,076 ------ Energy -- 2.8% Bristow Group 7.500%, 09/15/17 3,192 3,328 McMoRan Exploration 11.875%, 11/15/14 2,100 2,221 ------ 5,549 ------ -------------------------------------------------------------------------------- FACE DESCRIPTION AMOUNT VALUE (000) (000) -------------------------------------------------------------------------------- Financials -- 4.4% HUB International Holdings 10.250%, 06/15/15 (b) $ 2,100 $ 2,166 9.000%, 12/15/14 (b) 3,725 3,827 Leucadia National 7.000%, 08/15/13 2,650 2,766 ------- 8,759 ------- Health Care -- 5.7% Angiotech Pharmaceuticals 5.000%, 12/01/13 (a) 5,000 4,994 Elan Finance 8.750%, 10/15/16 5,750 6,305 ------- 11,299 ------- Industrials -- 13.3% American Axle & Manufacturing 5.250%, 02/11/14 250 264 Casella Waste Systems 11.000%, 07/15/14 3,400 3,608 Cenveo 7.875%, 12/01/13 1,500 1,502 Continental Airlines Pass-Through Trust 6.940%, 10/15/13 84 84 Corrections Corp of America 6.750%, 01/31/14 4,075 4,079 Intertape Polymer US 8.500%, 08/01/14 1,421 1,428 NXP BV 3.205%, 10/15/13 (a) 615 616 Ply Gem Industries 13.125%, 07/15/14 7,900 8,473 SGS International 12.000%, 12/15/13 4,308 4,367 United Air Lines 9.875%, 08/01/13 (b) 1,800 1,849 ------- 26,270 ------- Information Technology -- 5.0% Alion Science and Technology 12.000%, 11/01/14 125 118 Computer Sciences 5.000%, 02/15/13 475 483 Stratus Technologies Bermuda 12.000%, 03/29/15 3,458 3,233 ViaSat 8.875%, 09/15/16 5,600 6,034 ------- 9,868 Materials -- 13.5% ------- American Pacific 9.000%, 02/01/15 2,081 2,139 -------------------------------------------------------------------------------- 17 The accompanying notes are an integral part of the financial statements. [RiverPark Logo] RiverPark Short Term High Yield Fund September 30, 2012 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- FACE DESCRIPTION AMOUNT VALUE (000) (000) -------------------------------------------------------------------------------- Appleton Papers 10.500%, 06/15/15 (b) $ 3,700 $ 3,950 Edgen Murray 12.250%, 01/15/15 2,960 3,174 Neenah Paper 7.375%, 11/15/14 2,824 2,860 NOVA Chemicals 3.855%, 11/15/13 (a) 4,642 4,648 Ryerson Holding 0.000%, 02/01/15 (c) 8,200 5,843 Teck Resources 10.750%, 05/15/19 3,444 4,155 ------ 26,769 ------ Telecommunication Services -- 6.0% Crown Castle International 9.000%, 01/15/15 1,400 1,509 Digicel Group 9.125%, 01/15/15 (b) 8,151 8,376 Fox Acquisition Sub 13.375%, 07/15/16 (b) 1,750 1,882 ------ 11,767 ------ Utilities -- 2.7% NRG Energy 7.375%, 01/15/17 5,120 5,331 ------ Total Corporate Obligations (Cost $163,429) (000) 163,634 ------- CONVERTIBLE BONDS -- 13.1% Albany International 3.250%, 03/15/26 3,217 3,209 CapLease 7.500%, 10/01/27 (b) (d) 2,978 2,978 Euronet Worldwide 3.500%, 10/15/25 3,800 3,805 Exterran Energy 4.750%, 01/15/14 3,800 3,807 Icahn Enterprises LP 4.000%, 08/15/13 (a) (d) 7,155 7,191 NRFC NNN Holdings 11.500%, 06/15/13 (b) 2,250 2,403 PMC - Sierra 2.250%, 10/15/25 750 754 Rentech 4.000%, 04/15/13 1,906 1,887 ------ Total Convertible Bonds (Cost $25,940) (000) 26,034 ------ -------------------------------------------------------------------------------- SHARES/FACE DESCRIPTION AMOUNT VALUE (000) (000) -------------------------------------------------------------------------------- PREFERRED STOCK -- 1.1% CorTS Trust for SunAmerica Debentures 6.700%, 07/31/97 21,180 $ 535 HJ Heinz Finance 8.000%, 07/15/13 (b) 15 1,583 ------ Total Preferred Stock (Cost $2,154) (000) 2,118 ------ BANK LOAN OBLIGATIONS -- 3.4% DigitalGlobe 0.000%, 10/12/18 (d) (e) $ 2,002 2,007 Newport Television 9.000%, 09/14/16 4,815 4,824 ------ Total Bank Loan Obligations (Cost $6,851) (000) 6,831 ------ TIME DEPOSIT -- 5.7% Brown Brothers, 0.030% (f) 11,255 11,255 (Cost $11,255) (000) ------ Total Investments -- 106.0% (Cost $209,629) (000) $209,872 ======== As of September 30, 2012, all of the Fund's investments were considered level 2 except for the Preferred Stock, which was level 1. Please see Note 2 in Notes to Financial Statements for further information regarding fair value measurements. Percentages are based on Net Assets of $197,925 (000). (a) Variable rate security - Rate disclosed is the rate in effect on September 30, 2012. (b) Securities sold within terms of a private placement memorandum, exempt from registration under Section 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other "accredited investors." These securities have been determined to be liquid under guidelines established by the Board of Trustees. (c) Zero coupon security. The rate reported on the Schedule of Investments is the effective yield at time of purchase. (d) Security is fair valued using methods determined in good faith by the Fair Value Committee of the Board of Trustees. The total value of such securities as of September 30, 2012, was $12,176 (000) and represented 6.2% of Net Assets. (e) Unsettled bank loan. Interest rate not available as of September 30, 2012. (f) Rate shown is the simple yield as of September 30, 2012. LP -- Limited Partnership -------------------------------------------------------------------------------- 18 The accompanying notes are an integral part of the financial statements. [RiverPark Logo] RiverPark Long/Short Opportunity Fund September 30, 2012 -------------------------------------------------------------------------------- SECTOR WEIGHTING+ [BAR CHART] Information Technology 35.4% Consumer Discretionary 29.5% Financials 17.3% Energy 6.7% Materials 3.5% Health Care 3.0% Telecommunications Services 2.8% Industrials 0.9% Time Deposit 0.9% Purchase Option 0.0% + Percentages are based on total investments. -------------------------------------------------------------------------------- DESCRIPTION SHARES VALUE (000) -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS COMMON STOCK ----- 99.0%** Consumer Discretionary -- 29.5% Coach (c) 11,380 $ 637 Discovery Communications, Cl C* (c) 8,040 451 Dollar Tree* (c) 15,446 746 Dollarama 5,735 366 Fossil* (c) 3,800 322 Imax* (c) 13,920 277 Las Vegas Sands 15,440 716 McDonald's 5,085 467 priceline.com* (c) 1,096 678 Ralph Lauren, Cl A (c) 2,678 405 Rentrak* (c) 20,925 354 Starbucks (c) 12,327 626 TripAdvisor* 6,600 217 Vail Resorts 4,567 263 Walt Disney (c) 5,190 271 Wynn Resorts 3,180 367 ----- 7,163 ----- Energy -- 6.7% Cabot Oil & Gas 4,950 222 Devon Energy 5,880 356 Gevo* (c) 18,902 40 National Oilwell Varco (c) 4,820 386 Schlumberger (c) 3,450 250 Southwestern Energy* (c) 10,890 379 ----- 1,633 ----- -------------------------------------------------------------------------------- DESCRIPTION SHARES VALUE (000) -------------------------------------------------------------------------------- Financials -- 17.3% American Express (c) 6,813 $ 387 Charles Schwab (c) 17,340 222 CME Group, Cl A 6,300 361 EverBank Financial (c) 26,420 364 IntercontinentalExchange* 1,707 228 KKR & Co., LP (a) (c) 27,480 415 Mastercard, Cl A (c) 709 320 TD Ameritrade Holding 25,668 394 The Blackstone Group LP (a) 81,773 1,168 Visa, Cl A (c) 2,610 350 ----- 4,209 ----- Health Care -- 3.0% Accretive Health* (c) 23,000 256 HMS Holdings* (c) 2,030 68 Intuitive Surgical* 699 347 MAKO Surgical* (c) 2,840 49 ----- 720 ----- Industrials -- 0.8% Precision Castparts (c) 1,279 209 ----- Information Technology -- 36.9% Alliance Data Systems* (c) 4,254 604 American Tower, Cl A REIT 5,037 360 Apple (c) 1,672 1,116 Bankrate* 39,660 618 Cognizant Technology Solutions, Cl A* (c) 7,500 524 eBay* 12,892 624 EMC* 21,382 583 Equinix* 3,245 669 Google, Cl A* (c) 1,380 1,041 Liquidity Services* (c) 4,520 227 MoneyGram International* 14,860 222 QUALCOMM (c) 15,341 959 Sapient* (c) 32,702 349 Stamps.com* (c) 19,170 443 TiVo* (c) 28,280 295 VeriFone Systems* (c) 11,646 324 ----- 8,958 ----- Materials -- 3.5% Ecolab 2,915 189 Monsanto 7,260 661 ----- 850 ----- Telecommunication Services -- 1.3% SBA Communications, Cl A* 4,945 311 ----- Total Common Stock (Cost $23,713) (000) 24,053 ------ -------------------------------------------------------------------------------- 19 The accompanying notes are an integral part of the financial statements. [RiverPark Logo] RiverPark Long/Short Opportunity Fund September 30, 2012 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SHARES/FACE DESCRIPTION AMOUNT VALUE (000) (000) -------------------------------------------------------------------------------- PURCHASED OPTION -- 0.0% Travelzoo, Call Option, Expires Expires 01/19/2013, Strike Price $30* 250 $ 15 ------ Total Purchased Option (Cost $80) (000) 15 ------ TIME DEPOSIT -- 0.9% Brown Brothers, 0.030% (b) $ 211 211 (Cost $211) (000) ------ Total Investments -- 99.9% (Cost $24,004) (000) $24,279 ======= SCHEDULE OF SECURITIES SOLD SHORT COMMON STOCK --(52.1)% Consumer Discretionary -- (17.0)% Apollo Group, Cl A* (8,240) $ (239) Bally Technologies* (2,160) (107) Barnes & Noble* (18,420) (235) Best Buy (3,225) (56) DeVry (3,930) (89) DIRECTV* (3,150) (165) DISH Network, Cl A (4,526) (139) GameStop, Cl A (15,190) (319) Gannett (19,907) (353) Garmin (9,530) (398) GNC Holdings, Cl A (5,990) (233) International Game Technology (10,490) (137) JC Penney (8,960) (218) Kohl's (1,640) (84) Netflix* (3,400) (185) Panasonic ADR (13,437) (88) Regal Entertainment Group, Cl A (16,315) (230) Staples (9,468) (109) Strayer Education (3,460) (223) Thomson Reuters (9,490) (274) Weight Watchers International (4,600) (243) ------- (4,124) ------- Consumer Staples -- (6.5)% CVS Caremark (3,470) (168) Green Mountain Coffee Roasters* (15,700) (373) Kroger (11,820) (278) Loblaw (9,659) (336) Safeway (10,331) (166) Walgreen (7,440) (271) ------- (1,592) ------- Energy -- (0.4)% First Solar* (4,270) (94) ------- -------------------------------------------------------------------------------- DESCRIPTION SHARES VALUE (000) -------------------------------------------------------------------------------- Financials -- (2.9)% KBW (20,220) $ (333) Legg Mason (7,320) (181) Progressive (9,330) (193) ------- (707) ------- Health Care -- (1.0)% Cerner* (1,700) (132) Pfizer (4,540) (113) ------- (245) ------- Industrials -- (8.8)% CH Robinson Worldwide (2,770) (162) Delta Air Lines* (14,190) (130) General Dynamics (2,710) (179) Huntington Ingalls Industries* (5,370) (226) Iron Mountain (14,190) (484) Lockheed Martin (2,270) (212) Nielsen Holdings* (8,900) (267) Northrop Grumman (3,980) (264) Pitney Bowes (7,080) (98) United Continental Holdings* (6,420) (125) ------- (2,147) ------- Information Technology -- (14.7)% Activision Blizzard (40,070) (452) Amazon.com* (460) (117) Cisco Systems (6,290) (120) Corning (14,335) (188) Dell (17,791) (175) Electronic Arts* (10,710) (136) Facebook, Cl A* (6,070) (131) Flextronics International* (53,155) (319) Hewlett-Packard (16,535) (282) Intel (10,170) (231) Juniper Networks* (9,910) (170) Linear Technology (3,240) (103) MICROS Systems* (4,650) (229) Microsoft (11,590) (345) RealD* (25,150) (225) Riverbed Technology* (5,340) (124) Seagate Technology (3,700) (115) Western Digital (2,700) (105) ------- (3,567) ------- Telecommunication Services -- (0.8)% Vivendi (9,479) (185) ------- Total Common Stock (Proceeds $12,926) (000) (12,661) -------- Total Securities Sold Short (Proceeds $12,926) (000) $(12,661) ========= -------------------------------------------------------------------------------- 20 The accompanying notes are an integral part of the financial statements. [RiverPark Logo] RiverPark Long/Short Opportunity Fund September 30, 2012 -------------------------------------------------------------------------------- The following is a summary of the inputs used as of September 30, 2012, in valuing the Fund's investments carried at value ($ Thousands):
Investments in Securities Level 1 Level 2 Level 3 Total ------- ------- ------- ------ Common Stock $24,053 $ -- $ -- $24,053 Purchased Option 15 -- -- 15 Time Deposit -- 211 -- 211 Total Investments in ------- ------- ------- ------ Securities $24,068 $ 211 $ -- $24,279 ======= ======= ======= ======= Liabilities Level 1 Level 2 Level 3 Total ------- ------- ------- ------ Common Stock $(12,661) $ -- $ -- $(12,661) Total Securities Sold ------- ------- ------- ------ Short $(12,661) $ -- $ -- $(12,661) ======= ======= ======= ======= Other Financial Instruments Level 1 Level 2 Level 3 Total ------- ------- ------- ------ Total Return Swaps $ -- $ -- $ -- $ -- Total Other Financial ------- ------- ------- ------ Instruments $ -- $ -- $ -- $ -- ======= ======= ======= =======
Please see Note 2 in Notes to Financial Statements for further information regarding fair value measurements. -------------------------------------------------------------------------------- 21 The accompanying notes are an integral part of the financial statements. [RiverPark Logo] RiverPark Long/Short Opportunity Fund September 30, 2012 -------------------------------------------------------------------------------- A list of open swap agreements held by the Fund at September 30, 2012, was as follows:
------------------------------------------------------------------------------------------------------------------------------------ TOTAL RETURN SWAPS ------------------------------------------------------------------------------------------------------------------------------------ NET UNREALIZED (DEPRECIATION) NOTIONAL AMOUNT APPRECIATION COUNTERPARTY REFERENCE ENTITY/OBLIGATION FUND PAYS FUND RECEIVES TERMINATION DATE (THOUSANDS) ($THOUSANDS) ------------------------------------------------------------------------------------------------------------------------------------ Goldman Sachs Accretive Health Fixed Nominal Total Return 08/20/13 95 $ - Goldman Sachs Alliance Data Systems Fixed Nominal Total Return 09/10/13 116 - Goldman Sachs American Express Fixed Nominal Total Return 08/23/13 45 - Goldman Sachs Apple Fixed Nominal Total Return 06/19/13 67 - Goldman Sachs Charles Schwab Fixed Nominal Total Return 09/10/13 107 - Goldman Sachs Coach Fixed Nominal Total Return 08/23/13 13 - Goldman Sachs Cognizant Technology Solutions Fixed Nominal Total Return 05/24/13 185 - Goldman Sachs Discovery Communications Fixed Nominal Total Return 05/24/13 90 - Goldman Sachs Dollar Tree Fixed Nominal Total Return 08/21/13 111 - Goldman Sachs EverBank Financial Fixed Nominal Total Return 08/23/13 39 - Goldman Sachs Fossil Fixed Nominal Total Return 06/04/13 12 - Goldman Sachs Gevo Fixed Nominal Total Return 05/29/13 11 - Goldman Sachs Google Fixed Nominal Total Return 05/17/13 185 - Goldman Sachs HMS Holdings Fixed Nominal Total Return 05/29/13 127 - Goldman Sachs Imax Fixed Nominal Total Return 05/29/13 14 - Goldman Sachs KKR & Co., LP Fixed Nominal Total Return 05/24/13 45 - Goldman Sachs Liquidity Services Fixed Nominal Total Return 08/23/13 40 - Goldman Sachs MAKO Surgical Fixed Nominal Total Return 05/29/13 217 - Goldman Sachs Mastercard Fixed Nominal Total Return 09/03/13 45 - Goldman Sachs National Oilwell Varco Fixed Nominal Total Return 05/24/13 136 - Goldman Sachs Precision Castparts Fixed Nominal Total Return 06/04/13 18 - Goldman Sachs Priceline.com Fixed Nominal Total Return 06/04/13 80 - Goldman Sachs QUALCOMM Fixed Nominal Total Return 05/24/13 108 - Goldman Sachs Ralph Lauren Fixed Nominal Total Return 06/04/13 21 - Goldman Sachs Rentrak Fixed Nominal Total Return 05/29/13 14 - Goldman Sachs Sapient Fixed Nominal Total Return 06/19/13 49 - Goldman Sachs Schlumberger Fixed Nominal Total Return 09/03/13 36 - Goldman Sachs Southwestern Energy Fixed Nominal Total Return 06/04/13 27 - Goldman Sachs Stamps.com Fixed Nominal Total Return 05/24/13 51 - Goldman Sachs Starbucks Fixed Nominal Total Return 05/28/13 239 - Goldman Sachs TiVo Fixed Nominal Total Return 05/29/13 84 - Goldman Sachs Verifone Systems Fixed Nominal Total Return 06/19/13 22 - Goldman Sachs Visa Fixed Nominal Total Return 06/04/13 31 - Goldman Sachs Walt Disney Fixed Nominal Total Return 06/19/13 61 - ----------- $ - ===========
Percentages are based on Net Assets of $24,296 (000). * Non-income producing security. ** More narrow industries are utilized for compliance purposes, whereas broad sectors are utilized for reporting purposes. (a) Securities considered Master Limited Partnership. At September 30, 2012, these securities amounted to $1,583 (000) or 6.5% of Net Assets. (b) Rate shown is the simple yield as of September 30, 2012. (c) Underlying security for a total return swap. ADR -- American Depositary Receipt Cl -- Class LP -- Limited Partnership REIT -- Real Estate Investment Trust -------------------------------------------------------------------------------- 22 The accompanying notes are an integral part of the financial statements. [RiverPark Logo] RiverPark/Gargoyle Hedged Value Fund September 30, 2012 -------------------------------------------------------------------------------- SECTOR WEIGHTING+ [BAR CHART] Information Technology 21.2% Financials 16.1% Consumer Discretionary 15.8% Health Care 13.7% Industrials 9.6% Energy 8.5% Consumer Staples 5.5% Materials 5.0% Telecommunications Services 4.4% Time Deposit 0.2% + Percentages are based on total investments. Excludes written options. -------------------------------------------------------------------------------- DESCRIPTION SHARES VALUE (000) -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS COMMON STOCK -- 100.9% Consumer Discretionary -- 15.9% Apollo Group, Cl A* 4,160 $ 121 Best Buy 10,910 188 Cablevision Systems, Cl A 10,863 172 Comcast, Cl A 8,255 295 Dana Holding 9,950 123 Dillard's, Cl A 3,100 224 DreamWorks Animation SKG, Cl A* 6,692 129 GameStop, Cl A 11,490 241 Hanesbrands* 8,103 258 MGM Resorts International* 19,858 213 Netflix* 469 26 Royal Caribbean Cruises 7,112 215 TRW Automotive Holdings* 5,292 231 Whirlpool 3,856 320 ----- 2,756 ----- Consumer Staples -- 5.6% Green Mountain Coffee Roasters* 6,760 160 Kroger 8,180 192 Safeway 13,410 216 Smithfield Foods* 10,937 215 Tyson Foods, Cl A 11,465 184 ----- 967 ----- Energy -- 8.8% Arch Coal 12,559 80 ConocoPhillips 3,686 211 CVR Energy* 9,775 359 First Solar* 1,850 41 HollyFrontier 8,145 336 Marathon Oil 2,908 86 Peabody Energy 9,640 215 Tesoro 4,752 199 ----- 1,527 ----- -------------------------------------------------------------------------------- DESCRIPTION SHARES VALUE (000) -------------------------------------------------------------------------------- Financials -- 16.3% American International Group* 7,370 $ 242 Bank of New York Mellon 9,318 211 Capital One Financial 4,639 265 Citigroup 8,117 266 CME Group, Cl A 3,790 217 CNO Financial Group 21,503 207 Erie Indemnity, Cl A 1,901 122 Hartford Financial Services Group 7,216 140 Legg Mason 7,425 183 Leucadia National 10,584 241 Morgan Stanley 12,030 201 NASDAQ OMX Group 6,704 156 Prudential Financial 3,100 169 Reinsurance Group of America, Cl A 3,484 202 ----- 2,822 ----- Health Care -- 13.8% Allscripts Healthcare Solutions* 19,310 240 Amgen 2,460 207 Boston Scientific* 34,459 198 Celgene* 3,148 241 Community Health Systems* 9,770 285 Eli Lilly 5,633 267 Medtronic 5,342 230 Myriad Genetics* 4,777 129 Omnicare 5,195 176 Thoratec* 7,087 245 Warner Chilcott, Cl A 12,673 171 ----- 2,389 ----- Industrials -- 9.7% AECOM Technology* 11,100 235 Delta Air Lines* 7,650 70 Manpower 5,979 220 Northrop Grumman 3,047 202 Oshkosh* 6,655 183 RR Donnelley & Sons 19,987 212 Southwest Airlines 21,680 190 Timken 4,600 171 United Continental Holdings* 9,848 192 ----- 1,675 ----- -------------------------------------------------------------------------------- 23 The accompanying notes are an integral part of the financial statements. [RiverPark Logo] RiverPark/Gargoyle Hedged Value Fund September 30, 2012 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SHARES/FACE DESCRIPTION AMOUNT VALUE (000) (000) -------------------------------------------------------------------------------- Information Technology -- 21.3% Activision Blizzard 18,321 $ 207 AOL* 5,456 192 Applied Materials 14,318 160 Computer Sciences 8,071 260 Convergys 12,681 199 Dell 14,000 138 Diebold 6,450 217 EchoStar, Cl A* 6,523 187 Electronic Arts* 15,790 200 Flextronics International* 35,407 213 Harris 4,004 205 Hewlett-Packard 6,960 119 Itron* 4,918 212 Lexmark International, Cl A 5,600 125 ON Semiconductor* 31,910 197 SAIC 14,759 177 Sohu.com* 3,604 152 Symantec* 9,902 178 Synopsys* 6,391 211 Vishay Intertechnology* 12,633 124 ----- 3,673 ----- Materials -- 5.1% Alcoa 25,157 223 Cliffs Natural Resources 4,497 176 Huntsman 16,800 251 Steel Dynamics 20,410 229 ----- 879 ----- Telecommunication Services -- 4.4% MetroPCS Communications* 33,602 393 NII Holdings* 18,666 147 Telephone & Data Systems 6,570 168 United States Cellular* 1,502 59 ----- 767 ----- Total Common Stock (Cost $17,016) (000) 17,455 ------ TIME DEPOSIT -- 0.1% Brown Brothers, 0.030% (a) $ 27 27 (Cost $27) (000) ------ Total Investments ----- 101.0% (Cost $17,043) (000) $ 17,482 ======== -------------------------------------------------------------------------------- DESCRIPTION CONTRACTS VALUE (000) -------------------------------------------------------------------------------- WRITTEN OPTIONS -- (1.3)%* CBOE Nasdaq 100 Index, Call Option, Expires 10/20/12, Strike Price $2,875 (2) $ (2) CBOE Russell 2000 Index, Call Option, Expires 10/20/12, Strike Price $845 (12) (12) Expires 10/20/12, Strike Price $850 (20) (15) Expires 10/20/12, Strike Price $865 (36) (11) Expires 11/17/12, Strike Price $845 (15) (26) Expires 11/17/12, Strike Price $855 (20) (26) Expires 11/17/12, Strike Price $850 (15) (23) S&P 500 Index, Call Option, Expires 10/20/12, Strike Price $1,450 (14) (17) Expires 10/20/12, Strike Price $1,475 (53) (20) Expires 11/17/12, Strike Price $1,450 (10) (22) Expires 10/20/12, Strike Price $1,470 (16) (7) Expires 10/20/12, Strike Price $1,430 (14) (33) Expires 10/20/12, Strike Price $1,450 (10) (14) ------- Total Written Options (Premiums Received $373) (000) $ (228) ------- The following is a summary of the inputs used as of September 30, 2012, in valuing the Fund's investments carried at value ($ Thousands): Investments in Securities Level 1 Level 2 Level 3 Total ------- ------- ------- ------- Common Stock $17,455 $ -- $ -- $17,455 Time Deposit -- 27 -- 27 Total Investments in ------- ------- ------- ------- Securities $17,455 $ 27 $ -- $17,482 ======= ======= ======= ======= Liabilities Level 1 Level 2 Level 3 Total ------- ------- ------- ------- Written Options $ (228) $ -- $ -- $ (228) ------- ------- ------- ------- Total Liabilities $ (228) $ -- $ -- $ (228) ======= ======= ======= ======= Please see Note 2 in Notes to Financial Statements for further information regarding fair value measurements. Percentages are based on Net Assets of $17,301 (000). * Non-income producing security. (a) Rate shown is the simple yield as of September 30, 2012. Cl -- Class CBOE -- Chicago Board Options Exchange S&P -- Standard & Poor's -------------------------------------------------------------------------------- 24 The accompanying notes are an integral part of the financial statements. STATEMENTS OF ASSETS AND LIABILITIES (000) [RiverPark Logo] September 30, 2012 --------------------------------------------------------------------------------
RIVERPARK LARGE RIVERPARK/ RIVERPARK SMALL CAP GROWTH FUND WEDGEWOOD FUND GROWTH FUND --------------- -------------- ------------------- ASSETS: Investments in Securities, at Value (Note 2) $ 18,996 $ 453,744 $ 4,819 Receivable for Capital Shares Sold 198 22,739 -- Other Prepaid Expenses 26 44 25 Receivable for Dividend and Interest Income 6 141 2 Receivable Due from Adviser (Note 3) 1 5 1 ------------ -------------- ------------ Total Assets 19,227 476,673 4,847 ------------ -------------- ------------ LIABILITIES: Payable for Capital Shares Redeemed -- 451 -- Payable for Investment Securities Purchased -- 22,872 29 Payable Due to Adviser (Note 3) 10 237 4 Payable Due to Shareholder Servicing Agent (Note 3) 4 159 -- Payable Due to Trustees 3 3 3 Chief Compliance Officer Fees Payable 1 1 2 Payable Due to Administrator -- 45 -- Payable Due to Administrative Service Plan (Note 3) 5 212 2 Other Accrued Expenses 17 95 13 ------------ -------------- ------------ Total Liabilities 40 24,075 53 ------------ -------------- ------------ NET ASSETS $ 19,187 $ 452,598 $ 4,794 ============ ============== ============ NET ASSETS CONSIST OF: Paid-in Capital $ 17,840 $ 408,764 $ 4,541 Undistributed Net Investment Income 8 -- -- Accumulated Net Realized Gain (Loss) on Investments 78 1,416 (54) Net Unrealized Appreciation on Investments 1,261 42,418 307 ------------ -------------- ------------ NET ASSETS $ 19,187 $ 452,598 $ 4,794 ============ ============== ============ Investments in Securities, at Cost $ 17,735 $ 411,326 $ 4,512 Net Assets - Institutional Class Shares(1) $ 3,804,507 $ 279,016,158 $ 3,832,545 ============ ============== ============ Net Assets - Retail Class Shares(1) $ 15,382,965 $ 173,581,376 $ 961,860 ============ ============== ============ INSTITUTIONAL CLASS SHARES: Outstanding Shares of Beneficial Interest(1) (Unlimited Authorization -- No Par Value) 286,738 20,098,945 337,050 ============ ============== ============ RETAIL CLASS SHARES: Outstanding Shares of Beneficial Interest(1) (Unlimited Authorization -- No Par Value) 1,164,636 12,561,103 85,003 ============ ============== ============ INSTITUTIONAL CLASS SHARES: Net Asset Value, Offering and Redemption Price Per Share -- Institutional Class Shares $13.27 $13.88 $11.37 ============ ============== ============ RETAIL CLASS SHARES: Net Asset Value, Offering and Redemption Price Per Share -- Retail Class Shares $13.21 $13.82 $11.32 ============ ============== ============
(1) Shares and Net Assets have not been rounded. Amounts designated as "--" are either not applicable, $0 or have been rounded to $0. -------------------------------------------------------------------------------- 25 The accompanying notes are an integral part of the financial statements. STATEMENTS OF ASSETS AND LIABILITIES (000) [RiverPark Logo] September 30, 2012 --------------------------------------------------------------------------------
RIVERPARK SHORT RIVERPARK LONG/ RIVERPARK/ TERM HIGH YIELD SHORT OPPORTUNITY GARGOYLE HEDGED FUND FUND VALUE FUND --------------- -------------- ------------------- ASSETS: Investments in Securities, at Value (Note 2) $ 209,872 $ 24,279 $ 17,482 Deposits with Brokers for Securities Sold Short and Written Options -- 12,651 96 Receivable for Swap Settlement -- 62 -- Receivable for Investment Securities Sold 4,984 -- 248 Receivable for Dividend and Interest Income 3,986 6 17 Receivable for Capital Shares Sold 1,438 60 -- Other Prepaid Expenses 33 15 15 Receivable Due from Adviser (Note 3) 1 6 6 Deferred Offering Costs -- 21 34 ------------ -------------- ------------ Total Assets 220,314 37,100 17,898 ------------ -------------- ------------ LIABILITIES: Payable for Investment Securities Purchased 21,304 76 336 Payable for Capital Shares Redeemed 770 -- -- Income Distribution Payable 21 -- -- Securities Sold Short, at Value (Note 2) -- 12,661 -- Written Options, at Value (Note 2) -- -- 228 Dividends Payable on Securities Sold Short -- 19 -- Payable Due to Adviser (Note 3) 98 30 13 Payable Due to Shareholder Servicing Agent (Note 3) 22 -- -- Payable Due to Administrator 12 -- -- Payable Due to Trustees 3 3 2 Chief Compliance Officer Fees Payable 2 2 1 Payable Due to Administrative Service Plan (Note 3) 99 -- 1 Other Accrued Expenses 58 13 16 ------------ -------------- ------------ Total Liabilities 22,389 12,804 597 ------------ -------------- ------------ NET ASSETS $ 197,925 $ 24,296 $ 17,301 ============ ============== ============ NET ASSETS CONSIST OF: Paid-in Capital $ 197,769 $ 23,705 $ 16,722 Undistributed Net Investment Income 67 -- 87 Accumulated Net Realized Gain (Loss) on Investments, Written Options, Swap Contracts and Securities Sold Short (154) 51 (92) Net Unrealized Appreciation (Depreciation) on Investments, Written Options, Swap Contracts and Securities Sold Short 243 540 584 ------------ -------------- ------------ NET ASSETS $ 197,925 $ 24,296 $ 17,301 ============ ============== ============ Investments in Securities, at Cost $ 209,629 $ 24,004 $ 17,043 Written Option, Premiums Received -- -- 373 Securities Sold Short, Proceeds -- 12,926 -- Net Assets - Institutional Class Shares(1) $100,223,776 $ 19,993,585 $ 16,898,839 ============ ============== ============ Net Assets - Retail Class Shares(1) $ 97,701,534 $ 4,302,230 $ 402,335 ============ ============== ============ INSTITUTIONAL CLASS SHARES: Outstanding Shares of Beneficial Interest(1) (Unlimited Authorization -- No Par Value) 10,017,304 1,971,545 1,694,249 ============ ============== ============ RETAIL CLASS SHARES: Outstanding Shares of Beneficial Interest(1) (Unlimited Authorization ----- No Par Value) 9,777,003 424,670 40,381 ============ ============== ============ INSTITUTIONAL CLASS SHARES: Net Asset Value, Offering and Redemption Price Per Share -- Institutional Class Shares $10.01 $10.14 $9.97 ============ ============== ============ RETAIL CLASS SHARES: Net Asset Value, Offering and Redemption Price Per Share ----- Retail Class Shares $9.99 $10.13 $9.96 ============ ============== ============
(1) Shares and Net Assets have not been rounded. Amounts designated as "--" are either not applicable, $0 or have been rounded to $0. -------------------------------------------------------------------------------- 26 The accompanying notes are an integral part of the financial statements. STATEMENTS OF OPERATIONS (000) For the Year Ended September 30, 2012 [RIVERPARK FUNDS LOGO]
----------------------------------------------------------------------------------------------------------------------- RIVERPARK LARGE RIVERPARK/ RIVERPARK SMALL GROWTH FUND WEDGEWOOD FUND CAP GROWTH FUND --------------- -------------- --------------- INVESTMENT INCOME: Dividends $ 63 $ 1,300 $ 20 Interest -- 4 -- Foreign taxes withheld -- (13) -- --------- -------- ------- Total Investment Income 63 1,291 20 --------- -------- ------- EXPENSES: Investment Advisory Fees (Note 3) 38 1,374 41 Administrator Fees (Note 3) 11 254 10 Chief Compliance Officer Fees (Note 3) 9 9 9 Shareholder Service Fees(1) (Note 3) 6 240 2 Trustees' Fees (Note 3) 4 4 4 Registration Fees 24 68 24 Professional Fees 15 65 15 Administrative Services Fee (Note 3) 7 212 5 Transfer Agent Fees 6 128 4 Printing 2 40 2 Custodian Fees 1 6 1 Insurance and Other Fees 14 15 15 --------- -------- ------- Total Expenses 137 2,415 132 --------- -------- ------- Fees Waived by Adviser (Note 3) (38) (55) (41) Reimbursements by Adviser (34) ----- (31) --------- -------- ------- Net Expenses 65 2,360 60 --------- -------- ------- Net Investment Loss (2) (1,069) (40) --------- -------- ------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net Realized Gain (Loss) From: Investments 98 2,767 (28) Net Change in Unrealized Appreciation (Depreciation) on: Investments 1,398 43,493 792 --------- -------- ------- Net Realized and Unrealized Gain (Loss) on Investments 1,496 46,260 764 --------- -------- ------- Net Increase in Net Assets Resulting from Operations $ 1,494 $ 45,191 $ 724 ========= ======== =======
(1) Attributable to Retail Class Shares only. Amounts designated as "--" are either not applicable, $0 or have been rounded to $0. -------------------------------------------------------------------------------- 27 The accompanying notes are an integral part of the financial statements. STATEMENTS OF OPERATIONS (000) For the Year or Period Ended September 30, 2012 [RIVERPARK FUNDS LOGO]
------------------------------------------------------------------------------------------------------------------------ RIVERPARK SHORT RIVERPARK LONG/ RIVERPARK/ TERM HIGH YIELD SHORT OPPORTUNITY GARGOYLE HEDGED FUND FUND* VALUE FUND** --------------- ---------------- -------------- INVESTMENT INCOME: Interest $ 4,494 $ -- $ -- Dividends 406 69 172 ------- ------- ------ Total Investment Income 4,900 69 172 ------- ------- ------ EXPENSES: Investment Advisory Fees (Note 3) 585 120 61 Administrator Fees (Note 3) 111 7 8 Shareholder Service Fees(1) (Note 3) 83 1 -- Chief Compliance Officer Fees (Note 3) 9 4 4 Trustees' Fees (Note 3) 4 3 4 Administrative Services Fee (Note 3) 102 12 9 Transfer Agent Fees 55 4 4 Registration Fees 42 4 4 Professional Fees 36 10 11 Printing 17 1 1 Custodian Fees 4 1 1 Dividend Expense -- 100 -- Interest Expense -- 30 -- Offering Costs -- 24 23 Insurance and Other Fees 26 3 2 ------- ------- ------ Total Expenses 1,074 324 132 ------- ------- ------ Fees Waived by Adviser (Note 3) (88) (48) (47) ------- ------- ------ Net Expenses 986 276 85 ------- ------- ------ Net Investment Income (Loss) 3,914 (207) 87 ------- ------- ------ NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, WRITTEN OPTIONS, SECURITIES SOLD SHORT, SWAP CONTRACTS AND FOREIGN CURRENCY TRANSACTIONS: Net Realized Gain (Loss) From: Investments (51) (61) (239) Written Options -- 17 (294) Securities Sold Short -- 32 -- Swap Contracts -- 169 -- Foreign Currency Transactions -- 1 -- Net Change in Unrealized Appreciation (Depreciation) on: Investments 429 275 439 Written Options -- -- 145 Securities Sold Short -- 265 -- ------- ------- ------ Net Realized and Unrealized Gain (Loss) on Investments, Written Options and Securities Sold Short 378 698 51 ------- ------- ------ Net Increase (Decrease) in Net Assets Resulting from Operations $ 4,292 $ 491 $ 138 ======= ======= ======
* Fund commenced operations on March 30, 2012. ** Fund commenced operations on April 30, 2012. Amounts designated as "--" are either not applicable, $0 or have been rounded to $0. -------------------------------------------------------------------------------- 28 The accompanying notes are an integral part of the financial statements. STATEMENTS OF CHANGES IN NET ASSETS (000) [RIVERPARK FUNDS LOGO]
------------------------------------------------------------------------------------------------------------------------------------ RIVERPARK LARGE GROWTH FUND RIVERPARK/ WEDGEWOOD FUND --------------------------------- ----------------------------- Year Ended Year Ended Year Ended Year Ended September 30, September 30, September 30, September 30, 2012 2011 2012 2011 ------------- ------------- ------------- ------------- OPERATIONS: Net Investment Loss $ (2) $ (3) $ (1,069) $ (53) Net Realized Gain (Loss) on Investments 98 (12) 2,767 (281) Net Change in Unrealized Appreciation (Depreciation) of Investments 1,398 (137) 43,493 (1,075) --------- -------- --------- -------- Net Increase (Decrease) in Net Assets Resulting from Operations 1,494 (152) 45,191 (1,409) --------- -------- --------- -------- Distributions to Shareholders From: Net Investment Income: Institutional Class Shares -- -- -- (1) Return of Capital: Institutional Class Shares -- (8) -- -- --------- -------- --------- -------- Retail Class Shares -- (1) -- (5) --------- -------- --------- -------- Total Distributions to Shareholders -- (9) -- (6) --------- -------- --------- -------- CAPITAL SHARE TRANSACTIONS: Institutional Class Shares: Shares Issued 255 2,800 234,071 34,643 Shares Issued as Reinvestment of Distributions -- 8 -- 6 Shares Redeemed -- -- (14,322) (251) --------- -------- --------- -------- Net Increase in Net Assets from Institutional Class Shares Transactions 255 2,808 219,749 34,398 ========= ======== ========= ======== Retail Class Shares: Shares Issued 14,895 234 168,353 246 Shares Issued as Reinvestment of Distributions -- 1 -- -- Shares Redeemed (355) (4) (13,940) (4) --------- -------- --------- -------- Net Increase in Net Assets from Retail Class Shares Transactions 14,540 231 154,413 242 --------- -------- --------- -------- Net Increase in Net Assets from Capital Share Transactions 14,795 3,039 374,162 34,640 --------- -------- --------- -------- Net Increase in Net Assets 16,289 2,878 419,353 33,225 NET ASSETS: Beginning of year 2,898 20 33,245 20 --------- -------- --------- -------- End of year $ 19,187 $ 2,898 $ 452,598 $ 33,245 ========= ======== ========= ======== Undistributed Net Investment Income $ 8 $ 4 $ -- $ -- ========= ======== ========= ======== SHARES ISSUED AND REDEEMED: Institutional Class Shares Shares Issued 23 262 18,019 3,219 Shares Issued as Reinvestment of Distributions -- 1 -- 1 Shares Redeemed -- -- (1,118) (23) --------- -------- --------- -------- Net Increase in Institutional Class Shares 23 263 16,901 3,197 --------- -------- --------- -------- Retail Class Shares Shares Issued 1,170 22 13,618 22 Shares Redeemed (28) -- (1,080) -- --------- -------- --------- -------- Net Increase in Retail Class Shares 1,142 22 12,538 22 --------- -------- --------- -------- Net Increase in Share Transactions 1,165 285 29,439 3,219 ========= ======== ========= ========
Amounts designated as "--" are either not applicable, $0 or have been rounded to $0. -------------------------------------------------------------------------------- 29 The accompanying notes are an integral part of the financial statements. STATEMENTS OF CHANGES IN NET ASSETS (000) [RIVERPARK FUNDS LOGO]
------------------------------------------------------------------------------------------------------------------------------------ RIVERPARK SHORT RIVERPARK SMALL CAP GROWTH FUND TERM HIGH YIELD FUND --------------------------------- ----------------------------- Year Ended Year Ended Year Ended Year Ended September 30, September 30, September 30, September 30, 2012 2011 2012 2011 ------------- ------------- ------------ ------------ OPERATIONS: Net Investment Income (Loss) $ (40) $ (23) $ 3,914 $ 680 Net Realized Loss on Investments (28) (9) (51) (84) Net Change in Unrealized Appreciation (Depreciation) of Investments 792 (485) 429 (186) -------- -------- --------- --------- Net Increase (Decrease) in Net Assets Resulting from Operations 724 (517) 4,292 410 -------- -------- --------- --------- Distributions to Shareholders From: Net Investment Income: Institutional Class Shares -- -- (2,416) (602) Retail Class Shares -- -- (1,431) (97) Return of Capital: Institutional Class Shares -- (4) -- -- -------- -------- --------- --------- Total Distributions to Shareholders -- (4) (3,847) (699) -------- -------- --------- --------- CAPITAL SHARE TRANSACTIONS: Institutional Class Shares: Shares Issued 40 3,625 92,917 16,668 Shares Issued in Connection with In-Kind Contribution -- -- -- 2,726 Shares Issued as Reinvestment of Distributions -- 4 2,389 601 Shares Redeemed (43) -- (14,327) (890) -------- -------- --------- --------- Net Increase (Decrease) in Net Assets from Institutional Class Shares Transactions (3) 3,629 80,979 19,105 -------- -------- --------- --------- Retail Class Shares: Shares Issued 283 807 99,130 7,255 Shares Issued as Reinvestment of Distributions -- -- 1,324 85 Shares Redeemed (145) -- (8,919) (1,210) -------- -------- --------- --------- Net Increase in Net Assets from Retail Class Shares Transactions 138 807 91,535 6,130 -------- -------- --------- --------- Net Increase in Net Assets from Capital Share Transactions 135 4,436 172,514 25,235 -------- -------- --------- --------- Net Increase in Net Assets 859 3,915 172,959 24,946 NET ASSETS: Beginning of year 3,935 20 24,966 20 -------- -------- --------- --------- End of year $ 4,794 $ 3,935 $ 197,925 $ 24,966 ======== ======== ========= ========= Undistributed Net Investment Income $ -- $ -- $ 67 $ -- ======== ======== ========= ========= SHARES ISSUED AND REDEEMED: Institutional Class Shares Shares Issued 3 337 9,298 1,666 Shares Issued in Connection with In-Kind Contribution (see Note 5) -- -- -- 273 Shares Issued as Reinvestment of Distributions -- -- 239 60 Shares Redeemed (4) -- (1,431) (89) -------- -------- --------- --------- Net Increase (Decrease) in Institutional Class Shares (1) 337 8,106 1,910 -------- -------- --------- --------- Retail Class Shares Shares Issued 26 71 9,921 727 Shares Issued as Reinvestment of Distributions -- -- 133 9 Shares Redeemed (13) -- (893) (121) -------- -------- --------- --------- Net Increase in Retail Class Shares 13 71 9,161 615 -------- -------- --------- --------- Net Increase in Share Transactions 12 408 17,267 2,525 ======== ======== ========= =========
Amounts designated as "--" are either not applicable, $0 or have been rounded to $0. -------------------------------------------------------------------------------- 30 The accompanying notes are an integral part of the financial statements. STATEMENTS OF CHANGES IN NET ASSETS (000) [RIVERPARK FUNDS LOGO]
-------------------------------------------------------------------------------------------------------------- RIVERPARK LONG/ SHORT OPPORTUNITY RIVERPARK/ GARGOYLE FUND HEDGED VALUE FUND ----------------- ------------------- For The Period For The Period Ended September Ended September 30, 2012* 30, 2012** --------------- --------------- OPERATIONS: Net Investment Income (Loss) $ (207) $ 87 Net Realized Gain (Loss) on Investments, Written Options, Securities Sold Short, Swap Contracts and Foreign Currency Transactions. 158 (533) Net Change in Unrealized Appreciation (Depreciation) of Investments, Written Options and Securities Sold Short 540 584 ---------- --------- Net Increase (Decrease) in Net Assets Resulting from Operations 491 138 ---------- --------- CAPITAL SHARE TRANSACTIONS: Institutional Class Shares: Shares Issued 9,038 3,519 Shares Issued in Connection with In-Kind Contribution (see Note 5) 10,680 14,390 Shares Redeemed (109) (1,135) ---------- --------- Net Increase in Net Assets from Institutional Class Shares Transactions 19,609 16,774 ---------- --------- Retail Class Shares: Shares Issued 4,266 396 Shares Redeemed (70) (7) ---------- --------- Net Increase in Net Assets from Retail Class Shares Transactions 4,196 389 ---------- --------- Net Increase in Net Assets from Capital Share Transactions 23,805 17,163 ---------- --------- Net Increase in Net Assets 24,296 17,301 NET ASSETS: Beginning of year -- -- ---------- --------- End of year $ 24,296 $ 17,301 ========== ========= Undistributed Net Investment Income $ -- $ 87 ========== ========= SHARES ISSUED AND REDEEMED: Institutional Class Shares Shares Issued 915 372 Shares Issued in Connection with In-Kind Contribution (see Note 5) 1,068 1,439 Shares Redeemed (11) (116) ---------- --------- Net Increase in Institutional Class Shares 1,972 1,695 ---------- --------- Retail Class Shares Shares Issued 432 41 Shares Redeemed (7) (1) ---------- --------- Net Increase in Retail Class Shares 425 40 ---------- --------- Net Increase in Share Transactions 2,397 1,735 ========== =========
* Fund commenced operations on March 30, 2012. ** Fund commenced operations on April 30, 2012. Amounts designated as "--" are either not applicable, $0 or have been rounded to $0. -------------------------------------------------------------------------------- 31 The accompanying notes are an integral part of the financial statements. FINANCIAL HIGHLIGHTS For a Share Outstanding Throughout Each Period For the Year Period Ended September 30, --------------------------------------------------------------------------------
REALIZED AND NET ASSET NET UNREALIZED TOTAL DIVIDENDS VALUE, INVESTMENT GAINS FROM FROM NET DISTRIBUTIONS BEGINNING INCOME (LOSSES) ON INVESTMENT INVESTMENT FROM RETURN TOTAL OF PERIOD (LOSS)(3) INVESTMENTS OPERATIONS INCOME OF CAPITAL DISTRIBUTIONS ------------------------------------------------------------------------------------------------------------------------------------ RIVERPARK LARGE GROWTH FUND INSTITUTIONAL CLASS SHARES 2012 $ 10.09 $ 0.01 $ 3.17 $ 3.18 $ -- $ -- $ -- 2011 10.00 (0.01) 0.16(4) 0.15 $ -- (0.06) (0.06) RETAIL CLASS SHARES 2012 $ 10.07 $ (0.03) $ 3.17 $ 3.14 $ -- $ -- $ -- 2011 10.00 (0.04) 0.16(4) 0.12 -- (0.05) (0.05) RIVERPARK/WEDGEWOOD FUND INSTITUTIONAL CLASS SHARES 2012 $ 10.32 $ (0.05) $ 3.61 $ 3.56 $ -- $ -- $ -- 2011 10.00 (0.06) 0.40(4) 0.34 --(3) (0.02) (0.02) RETAIL CLASS SHARES 2012 $ 10.30 $ (0.08) $ 3.60 $ 3.52 $ -- $ -- $ -- 2011 10.00 (0.09) 0.40(4) 0.31 -- (0.01) (0.01) RIVERPARK SMALL CAP GROWTH FUND INSTITUTIONAL CLASS SHARES 2012 $ 9.61 $ (0.09) $ 1.85 $ 1.76 $ -- $ -- $ -- 2011 10.00 (0.08) (0.29) (0.37) -- (0.02) (0.02) RETAIL CLASS SHARES 2012 $ 9.58 $ (0.12) $ 1.86 $ 1.74 $ -- $ -- $ -- 2011 10.00 (0.10) (0.30) (0.40) -- (0.02) (0.02) RIVERPARK SHORT TERM HIGH YIELD FUND INSTITUTIONAL CLASS SHARES 2012 $ 9.88 $ 0.44 $ 0.08 $ 0.52 $ (0.39) $ -- $ (0.39) 2011 10.00 0.47 (0.15) 0.32 (0.44) -- (0.44) RETAIL CLASS SHARES 2012 $ 9.88 $ 0.42 $ 0.06 $ 0.48 $ (0.37) $ -- $ (0.37) 2011 10.00 0.43 (0.13) 0.30 (0.42) -- (0.42) RIVERPARK LONG/SHORT OPPORTUNITY FUND INSTITUTIONAL CLASS SHARES 2012(1) $ 10.00 $ (0.13) $ 0.27 $ 0.14 $ -- $ -- $ -- RETAIL CLASS SHARES 2012(1) $ 10.04 $ (0.13) $ 0.22 $ 0.09 $ -- $ -- $ -- RIVERPARK/GARGOYLE HEDGED VALUE FUND INSTITUTIONAL CLASS SHARES 2012(2) $ 10.00 $ 0.05 $ (0.08)(8)$ (0.03) $ -- $ -- $ -- RETAIL CLASS SHARES 2012(2) $ 9.83 $ 0.05 $ 0.08 $ 0.13 $ -- $ -- $ --
-------------------------------------------------------------------------------- 32 The accompanying notes are an integral part of the financial statements. [RIVERPARK FUNDS LOGO] --------------------------------------------------------------------------------
RATIO OF NET EXPENSES NET ASSET NET TO AVERAGE VALUE, ASSETS END NET ASSETS, END TOTAL OF PERIOD EXCLUDING DIVIDEND OF PERIOD RETURN+ (000) AND INTEREST EXPENSE ---------------------------------------------------------------------------------------------- RIVERPARK LARGE GROWTH FUND INSTITUTIONAL CLASS SHARES 2012 $ 13.27 31.52% $ 3,804 1.00% 2011 10.09 1.44 2,667 1.00 RETAIL CLASS SHARES 2012 $ 13.21 31.18% $ 15,383 1.25% 2011 10.07 1.19 231 1.25 RIVERPARK/WEDGEWOOD FUND INSTITUTIONAL CLASS SHARES 2012 $ 13.88 34.50% $ 279,016 1.00% 2011 10.32 3.37 33,004 1.00% RETAIL CLASS SHARES 2012 $ 13.82 34.17% $ 173,582 1.25% 2011 10.30 3.12 241 1.25% RIVERPARK SMALL CAP GROWTH FUND INSTITUTIONAL CLASS SHARES 2012 $ 11.37 18.31% $ 3,833 1.25% 2011 9.61 (3.71) 3,243 1.25 RETAIL CLASS SHARES 2012 $ 11.32 18.16% $ 962 1.50% 2011 9.58 (4.06) 692 1.50 RIVERPARK SHORT TERM HIGH YIELD FUND INSTITUTIONAL CLASS SHARES 2012 $ 10.01 5.32% $ 100,224 1.00% 2011 9.88 3.27 18,883 1.00 RETAIL CLASS SHARES 2012 $ 9.99 4.88% $ 97,701 1.25% 2011 9.88 3.06 6,083 1.25 RIVERPARK LONG/SHORT OPPORTUNITY FUND INSTITUTIONAL CLASS SHARES 2012 $ 10.14 1.40% $ 19,994 1.85%(6) RETAIL CLASS SHARES 2012 $ 10.13 0.90% $ 4,302 2.00%(6) RIVERPARK/GARGOYLE HEDGED VALUE FUND INSTITUTIONAL CLASS SHARES 2012 $ 9.97 (0.30)% $ 16,899 1.25% RETAIL CLASS SHARES 2012 $ 9.96 1.32% $ 402 1.50% RATIO OF RATIO OF TOTAL NET EXPENSES EXPENSES RATIO OF NET TO AVERAGE TO AVERAGE INVESTMENT NET ASSETS, NET ASSETS, INCOME (LOSS) PORTFOLIO INCLUDING DIVIDEND INCLUDING DIVIDEND TO AVERAGE TURNOVER AND INTEREST EXPENSE AND INTEREST EXPENSE NET ASSETS RATE ----------------------------------------------------------------------------------------------------------- RIVERPARK LARGE GROWTH FUND INSTITUTIONAL CLASS SHARES 2012 1.00% 2.78% 0.08% 24% 2011 1.00 9.08 (0.10) 73 RETAIL CLASS SHARES 2012 1.25% 1.74% (0.20)% 24% 2011 1.25 9.76 (0.32) 73 RIVERPARK/WEDGEWOOD FUND INSTITUTIONAL CLASS SHARES 2012 1.00% 1.03% (0.40)% 24% 2011 1.00 2.83 (0.59) 48 RETAIL CLASS SHARES 2012 1.25% 1.27% (0.64)% 24% 2011 1.25 3.71 (0.78) 48 RIVERPARK SMALL CAP GROWTH FUND INSTITUTIONAL CLASS SHARES 2012 1.25% 2.85% (0.81)% 55% 2011 1.25 6.93 (0.69) 92 RETAIL CLASS SHARES 2012 1.50% 3.06% (1.06)% 55% 2011 1.50 6.99 (0.88) 92 RIVERPARK SHORT TERM HIGH YIELD FUND INSTITUTIONAL CLASS SHARES 2012 1.00% 1.12% 4.42% 611% 2011 1.00 2.12 4.69 454 RETAIL CLASS SHARES 2012 1.25% 1.32% 4.23% 611% 2011 1.25 2.18 4.28 454 RIVERPARK LONG/SHORT OPPORTUNITY FUND INSTITUTIONAL CLASS SHARES 2012 3.49%(6) 4.12%(6) (2.61)% 20%(7) RETAIL CLASS SHARES 2012 3.68 (6) 4.18%(6) (2.78)% 20%(7) RIVERPARK/GARGOYLE HEDGED VALUE FUND INSTITUTIONAL CLASS SHARES 2012 1.25% 1.94% 1.28% 29%(7) RETAIL CLASS SHARES 2012 1.50% 1.99% 1.35% 29%(7)
+ Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or upon the redemption of Fund shares. Total return would have been lower had certain fees not been waived and/or expenses assumed by Adviser during the period. (1) Institutional Class Shares commenced operations on March 30, 2012 and Retail Class Shares commenced on April 3, 2012. All ratios for the period have been annualized, except for the Total Return and Portfolio Turnover Rate. (2) Institutional Class Shares commenced operations on April 30, 2012 and Retail Class Shares commenced on May 4, 2012. All ratios for the period have been annualized, except for the Total Return and Portfolio Turnover Rate. (3) Per share data was calculated using average shares for the period. (4) Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the period. (5) Amount represents less than $0.01 per share. (6) Dividend and interest expense totaled 1.64% of average net assets for the year ended September 30, 2012. (7) Not annualized. (8) Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the period. -------------------------------------------------------------------------------- 33 The accompanying notes are an integral part of the financial statements. NOTES TO FINANCIAL STATEMENTS September 30, 2012 -------------------------------------------------------------------------------- 1. ORGANIZATION RiverPark Funds Trust (the "Trust"), was formed on June 22, 2010 as an open-end registered management investment company under the Investment Act of 1940. As of September 30, 2012, the Trust was comprised of six funds: the RiverPark Large Growth Fund, RiverPark/Wedgewood Fund, RiverPark Small Cap Growth Fund, RiverPark Short Term High Yield Fund, RiverPark Long/Short Opportunity Fund and RiverPark/Gargoyle Hedged Value Fund (each a "Fund" and collectively the "Funds"). The investment objective of the RiverPark Large Growth Fund, RiverPark/Wedgewood Fund and RiverPark Small Cap Growth Fund is to seek long term capital appreciation. The investment objective of the RiverPark Short Term High Yield Fund is high current income and capital appreciation consistent with the preservation of capital. The investment objective of the RiverPark Long/Short Opportunity Fund is to seek long-term capital appreciation while managing downside volatility. The investment objective of the RiverPark/Gargoyle Hedged Value Fund is to seek long-term capital appreciation while exposing investors to less risk than broad stock market indices. Each of the Funds is diversified with the exception of the RiverPark/Wedgewood Fund which is non-diversified. Each Fund is registered to offer Institutional Class Shares and Retail Class Shares. Each of the Funds, except the RiverPark Short Term High Yield Fund, has registered Class C Shares but they are not intended to be offered at this time. Each class differs as to ongoing fees. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following significant accounting policies, which are consistently followed in the preparation of the financial statements of the Trust, are in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") for investment companies. USE OF ESTIMATES -- The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in these financial statements. Actual results could differ from those estimates. VALUATION OF INVESTMENTS -- Securities listed on a national securities exchange or traded on the NASDAQ system are valued on their last sale price. Portfolio securities traded on NASDAQ will be valued at the NASDAQ Official Closing Price on each business day for the New York Stock Exchange ("NYSE"). If there is no such reported sale on an exchange or NASDAQ, the portfolio security will be valued at the mean between the most recent quoted bid and asked price. Price information on listed securities is taken from the exchange where the security is primarily traded. Other equity securities and debt securities for which market quotations are readily available are valued at the mean between their bid and asked price, except that debt securities maturing within 60 days are valued on an amortized cost basis. Debt securities are valued according to the broadest and most representative market, which will ordinarily be over-the-counter. Debt securities may be valued based on prices provided by a pricing service when such prices are believed to reflect the fair value of such securities. Securities for which market quotations are not readily available are valued at fair value as determined in good faith through consideration of other factors in accordance with procedures adopted by, and under the general supervision of, the Board of Trustees ("the Board"). To the extent that a Fund invests in non-U.S. dollar denominated securities, the value of all assets and liabilities not denominated in United States dollars will be translated into United States dollars on the valuation date. Trading in securities on European and Far Eastern securities exchanges and over-the-counter markets is normally completed well before the close of business on each day the NYSE is open for business (a "Business Day"). In addition, European or Far Eastern securities trading generally or in a particular country or countries may not take place on all Business Days in New York. Furthermore, trading takes place in various foreign markets on days which are not Business Days in New York and on which net asset value is not calculated. Such calculation does not take place contemporaneously with the determination of the prices of -------------------------------------------------------------------------------- 34 [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- the majority of the portfolio securities used in such calculation. Events affecting the values of portfolio securities that occur between the time their prices are determined and the close of the NYSE will not be reflected in a Fund's calculation of net assets unless the Trustees deem that the particular event would materially affect net asset value, in which case an adjustment will be made. In accordance with the authoritative guidance on fair value measurement and disclosure under GAAP, the Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: o Level 1 -- Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Funds have the ability to access at the measurement date; o Level 2 -- Other significant observable inputs (includes quoted prices for similar securities, interest rates, prepayment speeds, credit risk, referenced indices, quoted prices in inactive markets, adjusted quoted prices in active markets, etc.); and o Level 3 -- Prices, inputs or exotic modeling techniques which are both significant to the fair value measurement and unobservable (supported by little or no market activity). Effective April 1, 2012, the Funds adopted Accounting Standards Update ("ASU") ASU No. 2011-04 "AMENDMENTS TO ACHIEVE COMMON FAIR VALUE MEASUREMENT AND DISCLOSURE REQUIREMENTS IN U.S. GAAP AND INTERNATIONAL FINANCIAL REPORTING STANDARDS ("IFRS")". ASU 2011-04 includes common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU 2011-04 requires reporting entities to disclose the following information for fair value measurements categorized within Level 3 of the fair value hierarchy: quantitative information about the unobservable inputs used in the fair value measurement, the valuation processes used by the reporting entity, and a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs. In addition, ASU 2011-04 requires reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. The adoption of ASU 2011-04 had no impact on the Funds' net assets. Investments are classified within the level of the lowest significant input considered in determining fair value. Investments classified within Level 3 whose fair value measurement considers several inputs may include Level 1 or Level 2 inputs as components of the overall fair value measurement. For details of the investment classification, refer to the Schedules of Investments and Schedule of Securities Sold Short. For the year or period ended September 30, 2012, there were no transfers between Level 1 and Level 2 assets and liabilities or between Level 2 and Level 3 assets and liabilities. It is the Funds' policy to recognize transfers into and out of Levels at the end of the reporting period. For the year or period ended September 30, 2012, there were no significant changes to the Funds' fair value methodologies. -------------------------------------------------------------------------------- 35 NOTES TO FINANCIAL STATEMENTS September 30, 2012 (CONTINUED) -------------------------------------------------------------------------------- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) SECURITIES SOLD SHORT -- As consistent with the RiverPark Long/Short Opportunity Fund's investment objectives, the Fund intends to sell securities short so long as, as a result of that sale, the current value of securities sold short by the Fund would not exceed 50% of the value of its gross assets (including the amounts borrowed) and 100% of the value of its net assets. A short sale is the sale by a fund of a security which it does not own in anticipation of purchasing the same security in the future. To complete such a transaction, the Fund must borrow the security to make delivery to the buyer. The Fund is then obligated to replace the security borrowed by purchasing the security at the market price at the time of the replacement. The price at such time may be more or less than the price at which the security was sold by the Fund. Until the security is replaced, the Fund is required to pay the lender amounts equal to any dividends that accrue during the period of the loan. Dividends are shown as an expense for financial reporting purposes. To borrow the security, the Fund also may be required to pay a fee, which is shown as an expense for financial reporting purposes. The proceeds of the short sale are retained by the broker, to the extent necessary to meet margin requirements, until the short position is closed out. A gain, limited to the price at which the Fund sold the security short, or a loss, unlimited in size, will be recognized upon the close of a short sale. Until the Fund closes its short position or replaces the borrowed security, the Fund will maintain a segregated account with its custodian containing cash or high-grade securities equal to (i) the greater of the current market value of the securities sold short or the market value of such securities at the time they were sold short, less (ii) any collateral deposited with the Fund's broker (not including the proceeds from the short sales). The Fund may be required to add to the segregated account as the market price of a shorted security increases. As a result of maintaining and adding to its segregated account, the Fund may maintain higher levels of cash or liquid assets (for example, U.S. Treasury Bills, repurchase agreements, high quality commercial paper and long equity positions) for collateral needs thus reducing its overall managed assets available for trading purposes. WRITTEN/PURCHASED OPTIONS -- Each of the Funds may purchase call and put options on securities to seek capital growth or for hedging purposes. Each Fund may also write and sell covered call and put options and purchase and write options on stock indices (such as the S&P 500 Index) listed on domestic or foreign securities exchanges or traded in the over-the-counter market for hedging purposes. Additionally, RiverPark Long/Short Opportunity Fund and RiverPark/Gargoyle Hedged Value Fund may sell uncovered call options on securities and stock indices. The RiverPark Long/Short Opportunity Fund and RiverPark/Gargoyle Hedged Value Fund may invest up to 50% of the value of their assets, represented by premiums paid, to purchase call and put options on securities and securities indices. The Funds may write covered call and put options on securities and securities indices, so long as the aggregate nominal value does not exceed 200% of the value of its assets. An option on a security provides the purchaser, or "holder," with the right, but not the obligation, to purchase, in the case of a "call" option, or sell, in the case of a "put" option, the security or securities underlying the option, for a fixed exercise price up to a stated expiration date. The holder pays a nonrefundable purchase price for the option, known as the "premium." The maximum amount of risk the purchaser of the option assumes is equal to the premium plus related transaction costs, although the entire amount may be lost. The risk of the seller, or "writer," however, is potentially unlimited, unless the option is "covered," which is generally accomplished through the writer's ownership of the underlying security, in the case of a call option, or the writer's segregation of an amount of cash or securities equal to the exercise price, in the case of a put option. If the writer's obligation is not covered, it is subject to the risk of the full change in value of the underlying security from the time the option is written until exercise. -------------------------------------------------------------------------------- 36 [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- Written equity and index options transactions entered into during the period ended September 30, 2012 are summarized as follows:
-------------------------------------------------------------------------------------------------- RIVERPARK/GARGOYLE HEDGED VALUE FUND -------------------------------------------------------------------------------------------------- Number of Contracts Premiums Received -------------------------------------------------------------------------------------------------- Balance at the beginning of the period - $ - Written Options transferred in-kind 175 403,430 Written 1,086 2,127,386 Expired (13) (25,936) Closing buys (1,011) (2,131,965) -------------------------------------------------------------------------------------------------- Balance at the end of the period 237 $ 372,915 -------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------- RIVERPARK LONG/SHORT OPPORTUNITY FUND -------------------------------------------------------------------------------------------------- Number of Contracts Premiums Received -------------------------------------------------------------------------------------------------- Balance at the beginning of the period - $ - Written 825 349,705 Closing buys (825) (349,705) -------------------------------------------------------------------------------------------------- Balance at the end of the period - $ - --------------------------------------------------------------------------------------------------
In addition to the option writing above, the RiverPark Long/Short Opportunity Fund, received through an in-kind transfer 204 options contracts, purchased 588 options contracts and sold 542 options contracts in the current period for a realized gain of $219 with 250 purchased options outstanding. The realized gain from options purchased is included in net realized gain/loss from investments on the Statement of Operations. All written options and purchased options have equity risk exposure. SWAP AGREEMENTS -- The Funds may invest in equity-linked securities, including, but not limited to, participation notes, certificates, and equity swaps. Equity-linked securities are privately issued securities whose investment results are designed to correspond generally to the performance of a specified stock index or "basket" of stocks, or a single stock. To the extent that the Funds invest in equity-linked securities whose return corresponds to the performance of a foreign security index or one or more foreign stocks, investing in equity-linked securities will involve risks similar to the risks of investing in foreign securities and subject to each Fund's restrictions on investments in foreign securities. Equity swaps allow the parties to a swap agreement to exchange the dividend income or other components of return on an equity investment (for example, a group of equity securities or an index) for a component of return on another non-equity or equity investment. An equity swap may be used by a Fund to invest in a market without owning or taking physical custody of securities in circumstances in which direct investment may be restricted for legal reasons or is otherwise deemed impractical or disadvantageous. Equity swaps may also be used for hedging purposes or to seek to increase total return. A Fund's ability to enter into certain swap transactions may be limited by tax considerations. The counterparty to an equity swap contract will typically be a bank, investment banking firm or broker/dealer. Equity swap contracts may be structured in different ways. For example, a counterparty may agree to pay the Fund the amount, if any, by which the notional amount of the equity swap contract would have increased in value had it been invested in particular stocks (or an index of stocks), plus the dividends that would have been received on those stocks. In these cases, the Fund may agree to pay to the counterparty a floating rate of interest on the notional amount of the equity swap contract plus the amount, if any, by which that notional amount would have decreased in value had it been invested in such stocks. Therefore, the return to the Fund on the equity swap contract should be the gain or loss on the notional amount plus dividends on the stocks -------------------------------------------------------------------------------- 37 NOTES TO FINANCIAL STATEMENTS September 30, 2012 (CONTINUED) -------------------------------------------------------------------------------- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) less the interest paid by the Fund on the notional amount. In other cases, the counterparty and the Fund may each agree to pay the other the difference between the relative investment performances that would have been achieved if the notional amount of the equity swap contract had been invested in different stocks (or indices of stocks). A Fund will generally enter into equity swaps on a net basis, which means that the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments. Payments may be made at the conclusion of an equity swap contract or periodically during its term. Equity swaps are derivatives and their value can be very volatile. Equity swaps normally do not involve the delivery of securities or other underlying assets. Accordingly, the risk of loss with respect to equity swaps is normally limited to the net amount of payments that a Fund is contractually obligated to make. If the counterparty to an equity swap defaults, a Fund's risk of loss consists of the net amount of payments that such Fund is contractually entitled to receive. Because some swap agreements have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the cost of the underlying asset without the use of leverage. In addition, the value of some components of an equity swap (such as the dividends on a common stock) may also be sensitive to changes in interest rates. To the extent that the Adviser does not accurately analyze and predict the potential relative fluctuation of the components swapped with another party, a Fund may suffer a loss. Because equity swaps are normally illiquid, a Fund may be unable to terminate its obligations when desired. When entering into swap contracts, a Fund must "set aside" liquid assets, or engage in other appropriate measures to "cover" its obligation under the swap contract. Swaps are marked-to-market daily based upon quotations from market makers and the resulting changes in market values, if any, are recorded as an unrealized gain or loss in the Statement of Operations. Net payments of interest are recorded as realized gains or losses. The RiverPark Long/Short Opportunity Fund purchased 106,855 swap contracts and closed 24,510 swap contracts in the current period for a realized gain of $169,005 with 82,345 swap contracts outstanding. INVESTMENT TRANSACTIONS -- Security transactions are accounted for on the trade date, the date the order to buy or sell is executed. Costs used in determining realized gains and losses on the sales of investment securities are those of the specific securities sold. Discounts or premiums are accreted or amortized to interest income using the effective interest method. Interest income is recognized on the accrual basis from settlement date. Dividend income and expenses and other distributions are recorded on the ex-dividend date, except certain dividends and distributions from foreign securities which are recorded as soon as a Fund is informed after the ex-dividend date. ORGANIZATION AND OFFERING COSTS -- Organizational costs of the RiverPark Long/Short Opportunity Fund and RiverPark/Gargoyle Hedged Value Fund, which commenced operations on March 30, 2012 and April 30, 2012, respectively, have been expensed as incurred. Offering costs, including the cost of printing the initial prospectus and registration fees, are being amortized to expense over a twelve month period. As of September 30, 2012, the RiverPark Long/Short Opportunity Fund and RiverPark/Gargoyle Hedged Value Fund had $21,427 and $34,471, respectively, remaining to be amortized. EXPENSES -- Expenses of the Trust that can be directly attributed to a particular Fund are borne by that Fund. Expenses which cannot be directly attributed to a Fund are apportioned among the Funds of the Trust based on the number of Funds and/or relative net assets. CLASSES -- Class specific expenses are borne by that class of shares. Income, realized and unrealized gains and losses and non-class specific expenses are allocated to the respective class on the basis of relative daily net assets. -------------------------------------------------------------------------------- 38 [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- FOREIGN CURRENCY TRANSLATION -- The books and records of the Funds are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars on the date of valuation. The Fund's do not isolate that portion of realized or unrealized gains and losses resulting from changes in the foreign exchange rate from fluctuations arising from changes in the market prices of the securities. These gains and losses are included in net realized and unrealized gains and losses on investments on the Statements of Operations. Net realized and unrealized gains and losses on foreign currency transactions represent net foreign exchange gains or losses from foreign currency exchange contracts, disposition of foreign currencies, currency gains or losses realized between trade and settlement dates on securities transactions and the difference between the amount of the investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- Dividends from net investment income are declared and paid to shareholders annually for the RiverPark Large Growth Fund, RiverPark/Wedgewood Fund, RiverPark Small Cap Growth Fund, RiverPark Long/Short Opportunity Fund and RiverPark/Gargoyle Hedged Value Fund and declared and paid monthly for the RiverPark Short Term High Yield Fund. Dividends and distributions are recorded on the ex-dividend date. Any net realized capital gains will be distributed at least annually by the Funds. INCOME TAXES -- Each Fund intends to qualify or continue to qualify as a "regulated investment company" under Sub-chapter M of the Internal Revenue Code of 1986, as amended. If so qualified, each Fund will not be subject to federal income tax to the extent it distributes substantially all of its net investment income and net capital gains to its shareholders. The Funds evaluate tax positions taken or expected to be taken in the course of preparing the Funds' tax returns to determine whether it is "more-likely-than not" (i.e., greater than 50-percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. The Funds did not record any tax provision in the current period. However, management's conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities (i.e., the last 3 tax year ends, as applicable), on-going analysis of, and changes to, tax laws, regulations and interpretations thereof. As of and during the year or period ended September 30, 2012, the Funds did not have a tax liability for any unrecognized tax benefits. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations. During the period, the Funds did not incur any significant interest or penalties. 3. AGREEMENTS INVESTMENT ADVISORY AGREEMENT -- RiverPark Advisors, LLC ("RiverPark") serves as the Funds' investment adviser (the "Adviser"). For the services it provides to the Funds, the Adviser receives a fee, which is calculated daily and paid monthly at the following annual rate: 0.65% for the RiverPark Large Growth Fund, the RiverPark/Wedgewood Fund and the RiverPark Short Term High Yield Fund, 0.90% for the RiverPark Small Cap Growth Fund and RiverPark/Gargoyle Hedged Value Fund, and 1.50% for the RiverPark Long/Short Opportunity Fund. The Adviser has agreed contractually to waive its fees and to absorb expenses of each Fund to the extent necessary to ensure that ordinary operating expenses of each class (excluding interest, brokerage commissions, dividends on short sales and interest expense on securities sold short, acquired fund fees and -------------------------------------------------------------------------------- 39 NOTES TO FINANCIAL STATEMENTS September 30, 2012 (CONTINUED) -------------------------------------------------------------------------------- 3. AGREEMENTS (CONTINUED) expenses and extraordinary expenses) do not exceed, on an annual basis, 1.00% for the Institutional Class Shares and 1.25% for the Retail Class Shares of the Fund's average net assets for the RiverPark Large Growth Fund, the RiverPark/Wedgewood Fund and the RiverPark Short Term High Yield Fund, 1.25% for the Institutional Class Shares and 1.50% for the Retail Class Shares of the Fund's average net assets for the RiverPark Small Cap Growth Fund and RiverPark/Gargoyle Hedged Value Fund, and 1.85% for the Institutional Class Shares and 2.00% for the Retail Class Shares of the Fund's average net assets for the RiverPark Long/Short Opportunity Fund. The Funds have each agreed to repay the Adviser in the amount of any fees waived and Fund expenses absorbed, subject to the limitations that: (1) the reimbursement is made only for fees and expenses incurred not more than three years prior to the date of reimbursement; and (2) the reimbursement may not be made if it would cause the annual expense limitation to be exceeded. This arrangement will remain in effect unless and until the Board approves its modification or termination. The Adviser can recapture any fees it has waived within a three-year period subject to the applicable annual rate of 1.00% for the Institutional Class Shares and 1.25% for the Retail Class Shares for RiverPark Large Growth Fund, RiverPark/Wedgewood Fund and RiverPark Short Term High Yield Fund. The Adviser can recapture any fees it has waived within a three-year period subject to the applicable annual rate of 1.25% for the Institutional Class Shares and 1.50% for the Retail Class Shares for RiverPark Small Cap Growth Fund and RiverPark/Gargoyle Hedged Value Fund. The Adviser can recapture any fees it has waived within a three-year period subject to the applicable annual rate of 1.85% for the Institutional Class Shares and 2.00% for the Retail Class Shares for RiverPark Long/Short Opportunity Fund. As of September 30, 2012, the Adviser may in the future seek reimbursement of previously waived fees for the Funds as follows:
FUND EXPIRING 2014 EXPIRING 2015 TOTAL ---- ------------- ------------- ----- RiverPark Large Growth Fund $ 181,119 $ 72,780 $253,899 RiverPark/Wedgewood Fund 164,648 55,101 219,749 RiverPark Small Cap Growth Fund 180,539 72,241 252,780 RiverPark Short Term High Yield Fund 165,145 87,817 252,962 RiverPark Long/Short Opportunity Fund - 48,060 48,060 RiverPark/Gargoyle Hedged Value Fund - 46,262 46,262
RiverPark provides day-to-day portfolio management services to the RiverPark Large Growth Fund, RiverPark Small Cap Growth Fund and RiverPark Long/Short Opportunity Fund and oversees the day-to-day portfolio management services provided by Wedgewood Partners, Inc. ("Wedgewood"), as sub-adviser to the RiverPark/Wedgewood Fund; Cohanzick Management Inc. ("Cohanzick"), as sub-adviser to the RiverPark Short Term High Yield Fund; and Gargoyle Investment Advisor LLC ("Gargoyle"), as sub-adviser to the RiverPark/Gargoyle Hedged Value Fund. With regard to the RiverPark Large Growth Fund, RiverPark Small Cap Growth Fund and RiverPark Long/Short Opportunity Fund, the Adviser has discretion to purchase and sell securities in accordance with these Funds' objectives, policies, and restrictions. This investment discretion has been delegated by the Adviser to Wedgewood, Cohanzick and Gargoyle with regard to each respective Fund to which such parties serve as sub-adviser. The Adviser pays the sub-advisers a monthly fee based upon the net assets managed by such sub-adviser from the management fee paid to the Adviser pursuant to the Investment Advisory Agreement. The Funds are not responsible for the payment of the sub-advisory fees. -------------------------------------------------------------------------------- 40 [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT -- SEI Investments Global Funds Services (the "Administrator") serves as the Funds' administrator pursuant to an Administration Agreement under which the Administrator provides administrative and accounting services for an annual fee equal to 0.12% of the first $500 million, 0.10% of the next $500 million, and 0.08% of any amount above $1 billion of the Funds' average daily net assets, subject to a minimum annual fee. Brown Brothers Harriman & Co. (the "Custodian") serves as the Funds' custodian pursuant to a Custodian Agreement. DST Systems, Inc. (the Transfer Agent") serves as the Funds' transfer agent pursuant to an Agency Agreement. DISTRIBUTION AGREEMENT -- SEI Investments Distribution Co., a wholly-owned subsidiary of SEI Investments Company and an affiliate of the Administrator (the "Distributor") serves as the Funds' distributor pursuant to a Distribution Agreement. The Trust has adopted a shareholder services plan under which a shareholder servicing fee may be paid at an annual rate of up to 0.25% of average daily net assets attributable to Retail Class Shares and Institutional Class Shares of the Funds to banks and their affiliates and other institutions, including broker-dealers, as compensation for providing non-distribution related shareholder services. Aggregate compensation for the Institutional Class Shares will not exceed on an annual basis 0.15% of the average daily net assets of such class. The Trust has adopted an administrative services plan under which each Fund may pay a non-distribution related administrative services fee at an annual rate of up to 0.20% (currently set at 0.15%) and 0.15% of the average daily net assets of the Retail Class Shares and Institutional Class Shares, respectively, to financial institutions, retirement plans, broker-dealers, depository institutions, institutional shareholders of record, registered investment advisers and other financial intermediaries and various brokerage firms or other industry recognized service providers of fund supermarkets or similar programs who provide administrative, recordkeeping and support servicing to their customers. OTHER -- Certain officers of the Trust are also officers of the Adviser and the Administrator. Such officers are paid no fees by the Trust for serving as officers of the Trust. The services provided by the Chief Compliance Officer ("CCO") and his staff are paid for by the Funds as incurred. The services include regulatory oversight of the Trust's Adviser, sub-advisers and service providers as required by SEC regulations. 4. INVESTMENT TRANSACTIONS The cost of security purchases and proceeds from security sales, other than short-term investments, short sales, purchases to cover and short-term securities for the year or period ended September 30, 2012, were as follows: PROCEEDS FROM FUND PURCHASES (000) SALES (000) ---- --------------- ------------- RiverPark Large Growth Fund $ 14,666 $ 1,430 RiverPark/Wedgewood Fund 392,793 49,948 RiverPark Small Cap Growth Fund 2,448 2,365 RiverPark Short Term High Yield Fund 355,917 283,359 RiverPark Long/Short Opportunity Fund 13,083 2,683 RiverPark/Gargoyle Hedged Value Fund 4,222 3,983 -------------------------------------------------------------------------------- 41 NOTES TO FINANCIAL STATEMENTS September 30, 2012 (CONTINUED) -------------------------------------------------------------------------------- 4. INVESTMENT TRANSACTIONS (CONTINUED) There were no purchases or sales of U.S. Government securities for the year or period ended September 30, 2012. 5. IN-KIND CONTRIBUTIONS As part of the Fund conversion on March 30, 2012, the RiverPark Long/Short Opportunity Fund received an in-kind contribution from the RiverPark Opportunity Fund, LLC, which consisted of $10,680,117 of cash, securities and securities sold short which were recorded at their then current value. As a result of the in-kind contribution, the RiverPark Long/Short Opportunity Fund issued 1,068,012 Institutional Class Shares at a $10/share net asset value. As part of the Fund conversion on April 30, 2012, the RiverPark/Gargoyle Hedged Value Fund received an in-kind contribution from the Gargoyle Hedge Value Fund L.P., which consisted of $14,389,843 of securities and written options which were recorded at their then current value. As a result of the in-kind contribution, the RiverPark/Gargoyle Hedged Value Fund issued 1,438,984 Institutional Class Shares at a $10/share net asset value. The in-kind contributions were treated as tax-free transactions for federal income tax purposes. 6. FEDERAL TAX INFORMATION The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. As a result, net investment income (loss) and net realized gain/(loss) on investment transactions for a reporting period may differ significantly from distributions during the year. The book/tax differences may be temporary or permanent. To the extent these differences are permanent in nature, they are charged or credited to undistributed net investment income (loss), accumulated net realized gain (loss) or paid-in capital as appropriate, in the period that the difference arises. Accordingly the following permanent differences are primarily attributable to basis adjustment on carryover securities, distribution reclassification, net operating losses, Master Limited Partnership dividend income reclasses, losses on paydowns, basis adjustments for investment in Master Limited Partnership and REIT adjustments which have been classified to/from the following components of net assets (000):
UNDISTRIBUTED NET ACCUMULATED INVESTMENT INCOME REALIZED GAIN FUND (LOSS) (LOSS) PAID-IN CAPITAL ---- ----------------- --------------- --------------- RiverPark Large Growth Fund $ 6 $ (8) $ 2 RiverPark/Wedgewood Fund 1,069 (1,069) -- RiverPark Small Cap Growth Fund 40 (1) (39) RiverPark Long/Short Opportunity Fund 207 (107) (100) RiverPark/Gargoyle Hedged Value Fund -- 441 (441)
These reclassifications have no impact on net asset value or net asset value per share. -------------------------------------------------------------------------------- 42 [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- The tax character of dividends and distributions declared during the last two years or periods ended September 30, 2012, was as follows (000):
ORDINARY LONG-TERM FUND INCOME CAPITAL GAIN RETURN OF CAPITAL TOTAL ---- -------- ------------ ----------------- ----- RiverPark Large Growth Fund 2011 $ -- $ -- $ 9 $ 9 RiverPark/Wedgewood Fund 2011 1 -- 5 6 RiverPark Small Cap Growth Fund 2011 -- -- 4 4 RiverPark Short Term High Yield Fund 2012 3,847 -- -- 3,847 2011 699 -- -- 699
As of September 30, 2012, the components of distributable earnings on a tax basis were as follows (000):
TOTAL DISTRIBUTABLE UNDISTRIBUTED UNDISTRIBUTED UNREALIZED OTHER EARNINGS ORDINARY LONG-TERM CAPITAL LOSS POST-OCTOBER APPRECIATION TEMPORARY (ACCUMULATED INCOME CAPITAL GAIN CARRYFORWARD LOSSES (DEPRECIATION) DIFFERENCES LOSSES) ---------------------------------------------------------------------------------------------- RiverPark Large Growth Fund $ 47 $ 44 $ -- $ -- $ 1,250 $ 6 $ 1,347 RiverPark/Wedgewood Fund 1,596 -- -- (59) 42,297 -- 43,834 RiverPark Small Cap Growth Fund -- 22 -- (26) 257 -- 253 RiverPark Short Term High Yield Fund 68 -- (77) (66) 233 (2) 156 RiverPark Long/Short Opportunity Fund 177 85 -- -- 2,899 (2,570) 591 RiverPark/Gargoyle Hedged Value Fund 109 42 -- -- 2,153 (1,725) 579
Post-October losses represent losses realized on investment transactions from November 1, 2011, through September 30, 2012, that, in accordance with Federal income tax regulations, the Funds may elect to defer and treat as having arisen in the following fiscal year. For federal income tax purposes, capital loss carryforwards represent realized losses that a Fund may carry forward for a maximum period of eight years and apply against future capital gains. At September 30, 2012, the breakdown of capital loss carryforwards was as follows (000): FUND EXPIRES 2019 -------------------------------------------------------------------------------- RiverPark Short Term High Yield Fund $ 1 -------------------------------------------------------------------------------- 43 NOTES TO FINANCIAL STATEMENTS September 30, 2012 (CONTINUED) -------------------------------------------------------------------------------- 6. FEDERAL TAX INFORMATION (CONTINUED) Under the recently enacted Regulated Investment Company Modernization Act of 2010, Funds will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this ordering rule, preenactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. Capital loss carryforwards under the new provisions are as follows (000):
FUND SHORT TERM LOSS LONG TERM LOSS TOTAL ---- --------------- -------------- ----- RiverPark Short Term High Yield Fund $ 76 $ - $ 76
For federal income tax purposes, the cost of securities owned at September 30, 2012, and the net realized gains or losses on securities sold for the period, were different from amounts reported for financial reporting purposes, primarily due to wash sales which cannot be used for federal income tax purposes in the current year and have been deferred for use in future years. The federal tax cost and aggregate gross unrealized appreciation and depreciation on investments held by the Funds, excluding securities sold short and written options, at September 30, 2012, were as follows (000):
AGGREGATE AGGREGATE GROSS GROSS NET FEDERAL TAX UNREALIZED UNREALIZED UNREALIZED FUND COST APPRECIATION DEPRECIATION APPRECIATION ---- ----------- ------------ ------------ ------------ RiverPark Large Growth Fund $ 17,746 $ 1,536 $ (286) $ 1,250 RiverPark/Wedgewood Fund 411,447 48,539 (6,242) 42,297 RiverPark Small Cap Growth Fund 4,562 689 (432) 257 RiverPark Short Term High Yield Fund 209,639 477 (244) 233 RiverPark Long/Short Opportunity Fund 21,634 3,512 (867) 2,645 RiverPark/Gargoyle Hedged Value Fund 15,329 2,850 (697) 2,153
-------------------------------------------------------------------------------- 44 [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- 7. OTHER On September 30, 2012, the Funds had the following concentrations of shareholders holding 10% or more of the outstanding shares of the Funds. These represent omnibus shareholder accounts comprised of one or many individual shareholders. FUND ---- RIVERPARK LARGE GROWTH FUND Institutional Class Shares 88% Retail Class Shares 99% RIVERPARK/WEDGEWOOD FUND Institutional Class Shares 80% RIVERPARK SMALL CAP GROWTH FUND Institutional Class Shares 91% Retail Class Shares 98% RIVERPARK SHORT TERM HIGH YIELD FUND Institutional Class Shares 57% Retail Class Shares 84% RIVERPARK LONG/SHORT OPPORTUNITY FUND Institutional Class Shares 65% Retail Class Shares 90% RIVERPARK/GARGOYLE HEDGED VALUE FUND Institutional Class Shares 12% Retail Class Shares 94% In the normal course of business, the Trust enters into contracts that contain a variety of representations which provide general indemnifications. The Trust's maximum exposure under these arrangements cannot be known; however, the Trust expects any risk of loss to be remote. 8. SUBSEQUENT EVENTS The Funds have evaluated the need for additional disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no adjustments were required to the financial statements. -------------------------------------------------------------------------------- 45 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -------------------------------------------------------------------------------- To the Shareholders and Board of Trustees RiverPark Funds Trust We have audited the accompanying statements of assets and liabilities, including the schedules of investments of RiverPark Funds Trust (the "Trust"), comprising RiverPark Large Growth Fund, RiverPark/Wedgewood Fund, RiverPark Small Cap Growth Fund, RiverPark Short Term High Yield Fund, RiverPark Long/Short Opportunity Fund, and RiverPark/Gargoyle Hedged Value Fund as of September 30, 2012, and the related statements of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the two years in the period then ended for RiverPark Large Growth Fund, River Park/Wedgewood Fund, RiverPark Small Cap Growth Fund, and RiverPark Short Term High Yield Fund, and the related statements of operations and changes in net assets, and financial highlights for the period March 30, 2012 (commencement of operations) to September 30, 2012 for RiverPark Long/Short Opportunity Fund, and the related statements of operations and changes in net assets, and financial highlights for the period April 30, 2012 (commencement of operations) to September 30, 2012 for RiverPark/Gargoyle Hedged Value Fund. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2012, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the funds constituting RiverPark Funds Trust as of September 30, 2012, and the results of their operations, the changes in their net assets and their financial highlights for the periods indicated above, in conformity with accounting principles generally accepted in the United States of America. COHEN FUND AUDIT SERVICES, LTD. Westlake, Ohio November 29, 2012 -------------------------------------------------------------------------------- 46 [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- TRUSTEES AND OFFICERS OF THE TRUST (UNAUDITED) Set forth below are the names, addresses, ages, position with the Trust, term of office and length of time served, the principal occupations for the last five years, number of portfolios in the Fund Complex overseen by Trustee, and other directorships outside the Fund Complex of each of the persons currently serving as Trustees and Officers of the Trust. The Trust's Statement of Additional Information ("SAI") includes additional information about the trustees and officers. The SAI may be obtained without charge by calling (888) 564-4517. The following chart lists Trustees and Officers as of September 30, 2012.
--------------------------------------------------------------------------------------------------------------------------------- NAME, ADDRESS, POSITION(S) HELD TERM OF OFFICE PRINCIPAL NUMBER OF OTHER AND AGE WITH THE TRUST AND LENGTH OF OCCUPATION(S) PORTFOLIOS IN FUND DIRECTORSHIPS TIME SERVED DURING PAST FIVE COMPLEX** HELD BY TRUSTEE YEARS --------------------------------------------------------------------------------------------------------------------------------- Richard Browne, Independent Indefinite; since President, Rector 6 None 156 West 56th Trustee September 20, Management Street, 17th Floor, 2010 Corporation New York, NY (since 1986). 10019 (52) --------------------------------------------------------------------------------------------------------------------------------- Michael Cohen, Independent Indefinite; since Managing Partner, 6 None 156 West 56th Trustee September 20, Coda Capital Street, 17th Floor, 2010 Partners New York, NY (since 1999). 10019 (53) --------------------------------------------------------------------------------------------------------------------------------- Ira Balsam, Independent Indefinite; since Chief Financial 6 None 156 West 56th Trustee March 1, Officer, Avenue Street, 17th Floor, 2010 Capital Management New York, NY II, L.P. (2/2002- 10019 12/31/2011) (47) ---------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------- 47 [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- TRUSTEES AND OFFICERS OF THE TRUST (UNAUDITED) (CONTINUED)
--------------------------------------------------------------------------------------------------------------------------------- NAME, ADDRESS, POSITION(S) HELD TERM OF OFFICE PRINCIPAL NUMBER OF OTHER AND AGE WITH THE TRUST AND LENGTH OF OCCUPATION PORTFOLIOS IN FUND DIRECTORSHIPS TIME SERVED DURING PAST FIVE COMPLEX** HELD BY TRUSTEE YEARS --------------------------------------------------------------------------------------------------------------------------------- Morty Schaja*, Interested Trustee, Indefinite; since Chief Executive 6 None 156 West 56th Street, President and June 22, 2010 Officer and 17th Floor, New York, Chairman of the Managing NY 10019 Board Partner, RiverPark (57) Advisors, LLC and RiverPark Capital Management LLC (since 2009); Chief Executive Officer and Managing Partner, RiverPark Capital LLC (since 2006); President and Chief Operating Officer, Baron Capital Inc. and Baron Funds (1991 to 2006). --------------------------------------------------------------------------------------------------------------------------------- Mitch Rubin*, Interested Trustee Indefinite; since Chief Investment 6 None 156 West 56th Street, September 20, Officer and 17th Floor, New York, 2010 Managing NY 10019 Partner, RiverPark (46) Advisors, LLC and RiverPark Capital Management LLC (since 2009); Chief Investment Officer and Managing Partner, RiverPark Capital LLC. (2006 to 2008 and since 2009); Partner, Ariance Capital (2008); Portfolio Manager(1995 to 2006). --------------------------------------------------------------------------------------------------------------------------------- Paul Genova, Secretary Since September Chief Financial N/A N/A 156 West 56th Street, 20, 2010 Officer, RiverPark 17th Floor, New York, Advisors, LLC and NY 10019 RiverPark Capital (35) Management LLC (since 2009); Chief Financial Officer, RiverPark Capital LLC. (since 2008); Controller, K Squared Capital Advisors, LP (2007 to 2008); Exis Capital Management, Inc. (2003 to 2007). ---------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------- 48 [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- TRUSTEES AND OFFICERS OF THE TRUST (UNAUDITED) (CONTINUED)
--------------------------------------------------------------------------------------------------------------------------------- NAME, ADDRESS, POSITION(S) HELD TERM OF OFFICE AND PRINCIPAL NUMBER OF OTHER AND AGE WITH THE TRUST LENGTH OF TIME OCCUPATION PORTFOLIOS IN FUND DIRECTORSHIPS HELD SERVED DURING PAST FIVE COMPLEX** BY TRUSTEE YEARS --------------------------------------------------------------------------------------------------------------------------------- Matt Kelly, Vice President Since September Chief Marketing N/A N/A 156 West 56th 20, 2010 Officer and Street, 17th Floor, Partner, RiverPark New York, NY Advisors and 10019 RiverPark Capital (43) Management LLC (since 2010); Vice President, Baron Funds (1997 to 2010). --------------------------------------------------------------------------------------------------------------------------------- Michael Lawson, Treasurer and Chief Since September Director, SEIGFS N/A N/A One Freedom Financial Officer 20, 2010 Fund Accounting Valley Drive, Oaks, Department (since PA 19456 2005) (51) --------------------------------------------------------------------------------------------------------------------------------- Carolyn Mead, Assistant Vice Since September Corporate Counsel, N/A N/A One Freedom President and 20, 2010 SEIGFS (since Valley Drive, Oaks, Assistant Secretary 2007); Associate PA 19456 Counsel, Stradley (55) Ronan, Stevens & Young LLP (2004 to 2007). --------------------------------------------------------------------------------------------------------------------------------- Brian Ferko, Chief Compliance Since September Managing Director, N/A N/A 500 East Officer 20, 2010 Cipperman Swedesford Road, Compliance Suite 104 Wayne, Services; PA 19087 formerly with (41) Aberdeen Asset Management, BHR Fund Advisers, Ardmore Investment Partners and Turner Investment Partners. ---------------------------------------------------------------------------------------------------------------------------------
* Denotes Trustees who are "interested persons" of the Trust or Fund under the 1940 Act. ** The Fund Complex includes each series of the Trust. -------------------------------------------------------------------------------- 49 DISCLOSURE OF FUND EXPENSES (UNAUDITED) -------------------------------------------------------------------------------- All mutual funds have operating expenses. As a shareholder of a mutual fund, your investment is affected by these ongoing costs, which include (among others) costs for portfolio management, administrative services, and shareholder reports like this one. It is important for you to understand the impact of these costs on your investment returns. Operating expenses such as these are deducted from a mutual fund's gross income and directly reduce its final investment return. These expenses are expressed as a percentage of a mutual fund's average net assets; this percentage is known as a mutual fund's expense ratio. The following examples use the expense ratio and are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period. The table on the following page illustrates your Fund's costs in two ways. o ACTUAL FUND RETURN. This section helps you to estimate the actual expenses after fee waivers that your Fund incurred over the period. The "Expenses Paid During Period" column shows the actual dollar expense incurred by a $1,000 investment in the Fund, and the "Ending Account Value" number is derived from deducting that expense from the Fund's gross investment return. You can use this information, together with the actual amount you invested in the Fund, to estimate the expenses you paid over that period. Simply divide your actual account value by $1,000 to arrive at a ratio (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply that ratio by the number shown for your Fund under "Expenses Paid During Period." o HYPOTHETICAL 5% RETURN. This section helps you compare your Fund's costs with those of other mutual funds. It assumes that the Fund had an annual 5% return before expenses during the year, but that the expense ratio (Column 3) for the period is unchanged. This example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to make this 5% calculation. You can assess your Fund's comparative cost by comparing the hypothetical result for your Fund in the "Expenses Paid During Period" column with those that appear in the same charts in the shareholder reports for other mutual funds. Note: Because the return is set at 5% for comparison purposes -- NOT your Fund's actual return--the account values shown may not apply to your specific investment. -------------------------------------------------------------------------------- 50 DISCLOSURE OF FUND EXPENSES (UNAUDITED) [RIVERPARK FUNDS LOGO] --------------------------------------------------------------------------------
BEGINNING ENDING NET EXPENSES ACCOUNT ACCOUNT ANNUALIZED PAID VALUE VALUE EXPENSE DURING 4/1/12 9/30/12 RATIOS PERIOD* ------------------------------------------------------------------------------------------------------------------------------------ RIVERPARK LARGE GROWTH FUND -- INSTITUTIONAL CLASS SHARES Actual Fund Return $ 1,000.00 $ 1,004.50 1.00% $ 5.01 Hypothetical 5% Return 1,000.00 1,020.00 1.00 5.05 ------------------------------------------------------------------------------------------------------------------------------------ RIVERPARK LARGE GROWTH FUND -- RETAIL CLASS SHARES Actual Fund Return 1,000.00 1,003.80 1.27 6.36 Hypothetical 5% Return 1,000.00 1,018.65 1.27 6.41 ------------------------------------------------------------------------------------------------------------------------------------ RIVERPARK/WEDGEWOOD FUND -- INSTITUTIONAL CLASS SHARES Actual Fund Return 1,000.00 1,028.90 1.02 5.17 Hypothetical 5% Return 1,000.00 1,019.90 1.02 5.15 ------------------------------------------------------------------------------------------------------------------------------------ RIVERPARK/WEDGEWOOD FUND -- RETAIL CLASS SHARES Actual Fund Return 1,000.00 1,027.50 1.26 6.39 Hypothetical 5% Return 1,000.00 1,018.70 1.26 6.36 ------------------------------------------------------------------------------------------------------------------------------------ RIVERPARK SMALL CAP GROWTH FUND -- INSTITUTIONAL CLASS SHARES Actual Fund Return 1,000.00 976.00 1.24 6.13 Hypothetical 5% Return 1,000.00 1,018.80 1.24 6.26 ------------------------------------------------------------------------------------------------------------------------------------ RIVERPARK SMALL CAP GROWTH FUND -- RETAIL CLASS SHARES Actual Fund Return 1,000.00 975.00 1.49 7.36 Hypothetical 5% Return 1,000.00 1,017.55 1.49 7.52 ------------------------------------------------------------------------------------------------------------------------------------ RIVERPARK SHORT TERM HIGH YIELD FUND -- INSTITUTIONAL CLASS SHARES Actual Fund Return 1,000.00 1,021.40 1.00 5.05 Hypothetical 5% Return 1,000.00 1,020.00 1.00 5.05 ------------------------------------------------------------------------------------------------------------------------------------ RIVERPARK SHORT TERM HIGH YIELD FUND -- RETAIL CLASS SHARES Actual Fund Return 1,000.00 1,020.30 1.26 6.36 Hypothetical 5% Return 1,000.00 1,018.70 1.26 6.36 ------------------------------------------------------------------------------------------------------------------------------------ RIVERPARK LONG/SHORT OPPORTUNITY FUND -- INSTITUTIONAL CLASS SHARES Actual Fund Return 1,000.00 1,014.00 3.08*** 15.51 Hypothetical 5% Return 1,000.00 1,009.60 3.08*** 15.47 ------------------------------------------------------------------------------------------------------------------------------------ RIVERPARK LONG/SHORT OPPORTUNITY FUND -- RETAIL CLASS SHARES Actual Fund Return 1,000.00 1,013.00 3.22*** 16.20 Hypothetical 5% Return 1,000.00 1,008.90 3.22*** 16.17 ------------------------------------------------------------------------------------------------------------------------------------ RIVERPARK/GARGOYLE HEDGED VALUE FUND -- INSTITUTIONAL CLASS SHARES** Actual Fund Return 1,000.00 999.20 1.24 6.17 Hypothetical 5% Return 1,000.00 1,018.80 1.24 6.26 ------------------------------------------------------------------------------------------------------------------------------------ RIVERPARK/GARGOYLE HEDGED VALUE FUND -- RETAIL CLASS SHARES** Actual Fund Return 1,000.00 988.20 1.50 7.48 Hypothetical 5% Return 1,000.00 1,015.25 1.50 7.59 ------------------------------------------------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period). ** Commenced operations on April 30, 2012. *** The annualized expense ratios include dividend expense during the six month period. -------------------------------------------------------------------------------- 51 [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- APPROVAL OF THE INVESTMENT ADVISORY AND INVESTMENT SUB-ADVISORY AGREEMENTS At an in-person meeting (the "Meeting") of the Board of Trustees (the "Board") of RiverPark Funds Trust (the "Trust"), held on September 5, 2012, the Board, including the Trustees who are not "interested persons" (hereafter, the "Independent Trustees") as that term is defined by the Investment Company Act of 1940, as amended (the "1940 Act"), approved the continuance of the Amended and Restated Investment Advisory Agreement (the "Advisory Agreement") between RiverPark Advisors, LLC (the "Adviser") and the Trust, on behalf of the RiverPark Large Growth Fund, RiverPark/Wedgewood Fund, RiverPark Small Cap Growth Fund, RiverPark Short Term High Yield Fund, RiverPark Long/Short Opportunity Fund and RiverPark/Gargoyle Hedged Value Fund (collectively, the "Funds"). In addition, the Board and the Independent Trustees approved the continuance of the sub-advisory agreement among the Adviser, the Trust, and Cohanzick Capital Management, LLC, on behalf of the RiverPark Short Term High Yield Fund, and the sub-advisory agreement among the Adviser, the Trust and Wedgewood Partners, Inc., on behalf of the RiverPark/Wedgewood Fund (the "Sub-Advisory Agreements"). The Independent Trustees received and discussed a memorandum from the Trust's legal counsel regarding the duties and responsibilities of the Board and the Independent Trustees under the 1940 Act in approving or renewing investment advisory agreements. In connection with its approval of the continuance of the Advisory Agreement and each Sub-Advisory Agreement, the Independent Trustees considered the following factors: o The overall investment performance of the Adviser and each Sub-Adviser; o The nature, scope and quality of the services to be provided by the Adviser and each Sub-Adviser; o The costs of the services to be provided by the Adviser and each Sub-Adviser and the structure of the Adviser's fees, including that the Adviser is responsible for the payment of each Sub-Adviser's fees; o The extent to which economies of scale would be realized as each Fund grows and whether fee levels reflect any economies of scale for the benefit of shareholders; and o The profits to be realized by the Adviser and its affiliates from the relationship with each Fund. None of these factors was determinative in the Independent Trustees' decision to approve the continuance of the Advisory Agreement and each Sub-Advisory Agreement, but each was a factor in the Independent Trustees' consideration. In addition, the Independent Trustees discussed and considered materials which had been distributed to them in advance of the Board meeting and prepared by the Adviser and the Sub-Advisers in response to the questionnaire provided by Trust counsel regarding certain matters relevant to the approval of the continuance of the Advisory Agreement and each Sub-Advisory Agreement under Section 15(c) of the 1940 Act. These materials included, among other things, information regarding: (a) the Adviser's and each Sub-Adviser's financial soundness and ability to honor any applicable expense reimbursement commitment; (b) information on economies of scale (if any) resulting from growth of the Funds' assets; (c) the Adviser's and each Sub-Adviser's readiness and ability to timely provide high quality and adequate information as may be requested by the Trustees (or the Adviser, in the case of each Sub-Adviser); (d) regulatory issues; (e) each of the Adviser's and Sub-Adviser's compliance program and chief compliance officer; and (f) other material factors affecting the Adviser and each Sub-Adviser. -------------------------------------------------------------------------------- 52 [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- The Independent Trustees deliberated with counsel in executive session regarding the Advisory Agreement and each Sub-Advisory Agreement and considered the following material factors during their deliberations: (1) the nature, extent and quality of services provided by the Adviser and each Sub-Adviser; (2) the investment performance of the Funds, the Adviser and each Sub-Adviser; (3) the cost of services to be provided and the profits to be realized by the Adviser and its affiliates; (4) the extent to which economies of scale will be realized as the Funds grow; and (5) whether the fee levels reflect these economies of scale for the benefit of investors. In considering the approval of the continuance of the Advisory Agreement, the Independent Trustees discussed each Fund's performance and the overall performance by the Adviser, their familiarity with the principals of the Adviser, their satisfaction with the Adviser's policies and procedures and the level of experience of the portfolio managers and their confidence in the Adviser's ability to continue to perform based on this experience. They further discussed the depth of resources and skill that the Adviser has demonstrated in its management of the Funds. In addition, the Independent Trustees noted the Adviser's demonstrated ability to comply with dynamic regulatory requirements and continued commitment to responsiveness and compliance going forward. They discussed the information that had been provided to them regarding the Adviser's fees, the Adviser's profitability and the expenses of the Funds and how this information compared to the data regarding other comparable funds. The Independent Trustees concluded that they had received and evaluated such information (including the Adviser's Code of Ethics and the current Advisory Agreement and Expense Limitation Agreement) as they deemed necessary (in consultation with counsel) in order to make an informed determination as to whether the current Advisory Agreement continues to be in the best interest of the Trust and the Funds' shareholders. In making their determination, no single factor was controlling in their decision, but rather the Independent Trustees considered all of these factors in their totality. Regarding each Sub-Adviser, the Independent Trustees considered the performance of the relevant Funds and the Sub-Adviser's expertise in managing the applicable strategy, as well as the performance history of the Sub-Adviser demonstrated by the written materials provided in advance of the meeting. The Independent Trustees concluded that they continued to be satisfied with each Sub-Adviser's qualifications. They discussed the information that had been provided to them regarding the fees and impact on each Sub-Adviser's profitability. They determined that the arrangements that had been made with each Sub-Adviser regarding the absorption of certain costs and expenses or the operation with reduced or waived fees on certain assets of the relevant Funds demonstrated each Sub-Adviser's continued commitment to maintaining a reasonable expense ratio. They expressed their satisfaction with each Sub-Adviser's financial stability and prudent fiscal management and noted the continued personal investments of key management in each Sub-Adviser's strategy. With regard to each relevant Fund, the Independent Trustees noted they were satisfied with the data regarding other comparable funds and that the expenses in light of such expenses were reasonable. They concluded that they had received and evaluated such information as they deemed necessary (in consultation with Trust counsel) to make an informed determination as to whether each Sub-Advisory Agreement continues to be in the best interest of the relevant Fund and its shareholders. In making their determination, no single factor was controlling in their decision, but rather the Independent Trustees considered all of these factors in their totality. Based on the Board's deliberations and its evaluation of the information described above, the Board, including all of the Independent Trustees, unanimously: (a) concluded that terms of the Advisory Agreement and each Sub-Advisory Agreement were fair and reasonable; (b) concluded that the Adviser's and each Sub-Adviser's fees were reasonable in light of the services that the Adviser and each Sub-Adviser provides to the -------------------------------------------------------------------------------- 53 [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- APPROVAL OF THE INVESTMENT ADVISORY AND INVESTMENT SUB-ADVISORY AGREEMENTS (CONTINUED) Funds; and (c) agreed to approve the continuance of the Advisory Agreement and each Sub-Advisory Agreement through September 30, 2013. -------------------------------------------------------------------------------- 54 [RIVERPARK FUNDS LOGO] -------------------------------------------------------------------------------- NOTICE TO SHAREHOLDERS (UNAUDITED) For shareholders that do not have an September 30, 2012, tax year end, this notice is for informational purposes only. For shareholders with an September 30, 2012, tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended September 30, 2012, the Fund is designating the following items with regard to distributions paid during the year.
LONG TERM ORDINARY CAPITAL GAINS INCOME TOTAL QUALIFYING DISTRIBUTIONS DISTRIBUTIONS DISTRIBUTIONS DIVIDENDS (1) ------------- ------------- ------------- ------------- RiverPark Large Growth Fund 0% 0% 0% 0% RiverPark/Wedgewood Fund 0% 0% 0% 0% RiverPark Small Cap Growth Fund 0% 0% 0% 0% RiverPark Short Term High Yield Fund 0% 100% 100% 0% RiverPark Long Short Opportunity Fund 0% 0% 0% 0% RiverPark/Gargoyle Hedged Value Fund 0% 0% 0% 0%
QUALIFYING U.S. QUALIFIED QUALIFIED DIVIDEND GOVERNMENT INTEREST SHORT-TERM INCOME (2) INCOME (3) INCOME(4) CAPITAL GAIN(5) ---------- ---------- ----------- --------------- RiverPark Large Growth Fund 0% 0% 0% 100% RiverPark/Wedgewood Fund 0% 0% 0% 100% RiverPark Small Cap Growth Fund 0% 0% 0% 0% RiverPark Short Term High Yield Fund 0% 0% 91% 0% RiverPark Long Short Opportunity Fund 0% 0% 0% 0% RiverPark/Gargoyle Hedged Value Fund 0% 0% 0% 0%
(1) Qualifying dividends represent dividends which qualify for the corporate dividends received deduction and is reflected as a percentage of ordinary Income distributions (the total of short term capital gain and net investment income distributions). (2) The percentage in this column represents the amount of "Qualifying Dividend Income" as created by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and is reflected as a percentage of ordinary income distributions (the total of short term capital gain and net investment income distributions). It is the intention of each of the aforementioned funds to designate the maximum amount permitted by law. (3) "U.S. Government Interest" represents the amount of interest that was derived from direct U.S. Government obligations and distributed during the fiscal year. This amount is reflected as a percentage of ordinary income. Generally, interest from direct U.S. Government obligations is exempt from state income tax. However, for shareholders of the Advisors' Inner Circle Fund -- Edgewood Growth Fund who are residents of California, Connecticut, New Jersey and New York, the statutory threshold requirements were not satisfied to permit exemption of these amounts from state income. (4) The percentage in this column represents the amount of "Interest Related Dividends" as created by the American Jobs Creation Act of 2004 and is reflected as a percentage of net investment income distributions that is exempt from U.S. withholding tax when paid to foreign investors. (5) The percentage in this column represents the amount of "Short-Term Capital Gain Dividends" as created by the American Jobs Creation Act of 2004 and is reflected as a percentage of short-term capital gain distributions that is exempt from U.S. withholding tax when paid to foreign investors. -------------------------------------------------------------------------------- 55 (This page intentionally left blank) (This page intentionally left blank) INVESTMENT ADVISER RiverPark Advisors, LLC 156 West 56th Street, 17th Floor New York, New York 10019 CUSTODIAN Brown Brothers Harriman & Co. 40 Water Street Boston, Massachusetts 02109 PRIME BROKERS: Goldman Sachs & Co. 200 West Street, 3(rd) Floor New York, NY 10282 Credit Suisse Securities (USA) LLC 300 Conshohocken State Rd -- Ste 600 West Conshohocken, PA 19428 TRANSFER AGENT DST Systems, Inc. 333 West 11th Street, 5th Floor Kansas City, Missouri 64105 ADMINISTRATOR SEI Investments Global Funds Services One Freedom Valley Drive Oaks, Pennsylvania 19456 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Cohen Fund Audit Services, Ltd. 1350 Euclid Ave., Suite 800 Cleveland, Ohio 44115 DISTRIBUTOR SEI Investments Distribution Co. One Freedom Valley Drive Oaks, Pennsylvania 19456 FUND COUNSEL Blank Rome LLP 405 Lexington Avenue New York, New York 10174-0208 RPF-AR-001-0200 ITEM 2. CODE OF ETHICS. A code of ethics, as defined in Item 2 of Form NCSR, adopted by the registrant and applicable to the registrant's principal executive officer and principal financial officer, was in effect during the entire period covered by this report. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. The registrant's board of trustees has determined that Michael Cohen, member of the registrant's Audit Committee, is an "audit committee financial expert" and is "independent" as that term is defined in Item 3 of Form NCSR. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a)(d) Aggregate fees billed to registrant for the fiscal years ended September 30, 2012 and September 30, 2011 for professional services rendered by registrant's principal accountant were as follows: -------------------------------------------------------------------------------- 2012 2011 -------------------------------------------------------------------------------- (a) Audit Fees $58,500 $55,000 -------------------------------------------------------------------------------- (b) Audit-Related Fees $- $- -------------------------------------------------------------------------------- (c) Tax Fees $12,500 $17,500 -------------------------------------------------------------------------------- (d) All Other Fees $- $- -------------------------------------------------------------------------------- Audit Fees include amounts related to the audit of the registrant's annual financial statements and services normally provided by the principal accountant in connection with statutory and regulatory filings. All Other Fees include amounts billed for products and services other than those disclosed in paragraphs (a) through (c) of this Item. (e)(1) The registrant's Audit Committee has adopted, and the Board of Trustees has ratified, an Audit and NonAudit Services PreApproval Policy (the "Policy"), which requires the registrant's Audit Committee to preapprove all audit and nonaudit services provided by the principal accountant to the registrant. The Policy also requires the Audit Committee to preapprove any engagement of the principal accountant to provide nonaudit services to the registrant's investment adviser, if the services relate directly to the registrant's operations and financial reporting. (e)(2) No services included in (b)(d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 201 of Regulation SX. (f) Not applicable. (g) The aggregate fees billed by registrant's principal accountant for nonaudit services rendered to the registrant, for nonaudit services rendered to the registrant's investment adviser, and for nonaudit services rendered to entities controlled by the adviser for the last fiscal year was $0. (h) During the past fiscal year, all nonaudit services provided by registrant's principal accountant to either registrant's investment adviser or to any entity controlling, controlled by, or under common control with registrant's investment adviser that provides ongoing services to registrant were preapproved by the audit committee of registrant's board of trustees. Included in the audit committee's preapproval was the review and consideration as to whether the provision of these nonaudit services is compatible with maintaining the principal accountant's independence. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable to openend management investment companies. ITEM 6. SCHEDULE OF INVESTMENTS. See Item 1. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSEDEND MANAGEMENT INVESTMENT COMPANIES. Not applicable to openend management investment companies. ITEM 8. PORTFOLIO MANAGERS OF CLOSEDEND MANAGEMENT INVESTMENT COMPANIES. Not applicable to openend management investment companies. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSEDEND MANAGEMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable to openend management investment companies. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 11. CONTROLS AND PROCEDURES. (a) The certifying officers, whose certifications are included herewith, have evaluated the registrant's disclosure controls and procedures within 90 days of the filing date of this report. In their opinion, based on their evaluation, the registrant's disclosure controls and procedures are adequately designed, and are operating effectively to ensure, that information required to be disclosed by the registrant in the reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. (b) There were no significant changes in the registrant's internal control over financial reporting that occurred during the registrant's last fiscal halfyear that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEMS 12. EXHIBITS. (a)(1) The registrant's code of ethics pursuant to Item 2 of Form NCSR is attached. (a)(2) A separate certification for the principal executive officer and the principal financial officer of the registrant as required by Rule 30a2(a) under the Investment Company Act of 1940, as amended (17 CFR 270.30a2(a)), are filed herewith. (b) Officer certifications as required by Rule 30a2(b) under the Investment Company Act of 1940, as amended (17 CFR 270.30a2(b)) also accompany this filing as an Exhibit. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) RiverPark Funds Trust By (Signature and Title)* /s/ Morty Schaja -------------------------------------- Morty Schaja President Date: December 7, 2012 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ Morty Schaja ------------------------------------- Morty Schaja President Date: December 7, 2012 By (Signature and Title)* /s/ Michael Lawson -------------------------------------- Michael Lawson Chief Financial Officer and Treasurer Date: December 7, 2012 * Print the name and title of each signing officer under his or her signature.