0001135428-14-000449.txt : 20140627 0001135428-14-000449.hdr.sgml : 20140627 20140627150825 ACCESSION NUMBER: 0001135428-14-000449 CONFORMED SUBMISSION TYPE: N-CSRS/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140331 FILED AS OF DATE: 20140627 DATE AS OF CHANGE: 20140627 EFFECTIVENESS DATE: 20140627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIVERPARK FUNDS TRUST CENTRAL INDEX KEY: 0001494928 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: N-CSRS/A SEC ACT: 1940 Act SEC FILE NUMBER: 811-22431 FILM NUMBER: 14945737 BUSINESS ADDRESS: STREET 1: 156 WEST 56TH STREET STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-484-2100 MAIL ADDRESS: STREET 1: 156 WEST 56TH STREET STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 0001494928 S000030031 RiverPark Large Growth Fund C000092087 Retail Class RPXFX C000092088 Institutional Class RPXIX C000092089 C Class 0001494928 S000030032 RiverPark/Wedgewood Fund C000092090 Retail Class RWGFX C000092091 Institutional Class RWGIX C000092092 C Class 0001494928 S000030034 RiverPark Short Term High Yield Fund C000092096 Retail Class RPHYX C000092097 Institutional Class RPHIX 0001494928 S000036411 RiverPark Long/Short Opportunity Fund C000111376 Class C Shares C000111377 Institutional Class RLSIX C000111378 Retail Class RLSFX 0001494928 S000036412 RiverPark/Gargoyle Hedged Value Fund C000111379 Class C Shares C000111380 Institutional Class RGHIX C000111381 Retail Class RGHVX 0001494928 S000041247 RiverPark Structural Alpha Fund C000127899 C Class Shares C000127900 Institutional Class Shares RSAIX C000127901 Retail Class Shares RSAFX 0001494928 S000041908 RiverPark Strategic Income Fund C000130188 C Class Shares C000130189 Institutional Class Shares RSIIX C000130190 Retail Class Shares RSIVX N-CSRS/A 1 riverpark-ncsrs.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________ FORM N-CSRS/A ________ CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES INVESTMENT COMPANY ACT FILE NUMBER 811-22431 RIVERPARK FUNDS TRUST (Exact name of registrant as specified in charter) ________ 156 West 56th Street, 17th Floor New York, NY 10019 (Address of principal executive offices) (Zip code) Morty Schaja 156 West 56th Street, 17th Floor New York, NY 10019 (Name and address of agent for service) With copies to: Thomas R. Westle Blank Rome LLP 405 Lexington Avenue New York, NY 10174 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 212-484-2100 DATE OF FISCAL YEAR END: SEPTEMBER 30, 2014 DATE OF REPORTING PERIOD: MARCH 31, 2014 EXPLANATORY NOTE The following changes were made within Item 1 of the March 31, 2014 RiverPark Funds Trust Form N-CSRS/A Filing: In the RiverPark Short Term High Yield Fund's Schedule of Investments, SITEL, 11.000%, 08/01/17 has been reclassified from the Consumer Discretionary sector classification to the Industrials sector classification. In the RiverPark Strategic Income Fund's Schedule of Investments, SITEL, 11.000%, 08/01/17 has been reclassified from the Telecommunication Services sector classification to the Industrials sector classification. Checkers Drive-In Restaurants, 11.000%, 12/01/17 was reclassified from the Energy sector classification to the Consumer Discretionary classification. ITEM 1. REPORTS TO STOCKHOLDERS. [RIVERPARK LOGO] -------------------------------------------------------------------------------- Semi-Annual Report March 31, 2014 (Unaudited) -------------------------------------------------------------------------------- RiverPark Large Growth Fund Retail Class and Institutional Class Shares RiverPark/Wedgewood Fund Retail Class and Institutional Class Shares RiverPark Short Term High Yield Fund Retail Class and Institutional Class Shares RiverPark Long/Short Opportunity Fund Retail Class and Institutional Class Shares RiverPark/Gargoyle Hedged Value Fund Retail Class and Institutional Class Shares RiverPark Structural Alpha Fund Retail Class and Institutional Class Shares RiverPark Strategic Income Fund Retail Class and Institutional Class Shares Investment Adviser: RiverPark Advisors, LLC [RIVERPARK LOGO] -------------------------------------------------------------------------------- TABLE OF CONTENTS -------------------------------------------------------------------------------- Schedules of Investments RiverPark Large Growth Fund ........................................... 1 RiverPark/Wedgewood Fund .............................................. 2 RiverPark Short Term High Yield Fund .................................. 3 RiverPark Long/Short Opportunity Fund ................................. 6 RiverPark/Gargoyle Hedged Value Fund .................................. 10 RiverPark Structural Alpha Fund ....................................... 13 RiverPark Strategic Income Fund ....................................... 15 Statements of Assets and Liabilities ....................................... 18 Statements of Operations ................................................... 20 Statements of Changes in Net Assets ........................................ 22 Financial Highlights ....................................................... 26 Notes to Financial Statements .............................................. 30 Disclosure of Fund Expenses ................................................ 46 The RiverPark Funds file their complete schedules of fund holdings with the Securities and Exchange Commission (the "Commission") for the first and third quarters of each fiscal year on Form N-Q within sixty days after the end of the period. The Funds' Forms N-Q are available on the Commission's website at http://www.sec.gov, and may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. A description of the policies and procedures that the Funds use to determine how to vote proxies relating to fund securities, as well as information relating to how a Fund voted proxies relating to fund securities during the most recent period ended June 30 is available (i) without charge, upon request, by calling 888-564-4517; and (ii) on the Commission's website at http://www.sec.gov. [RIVERPARK LOGO] RiverPark Large Growth Fund March 31, 2014 (Unaudited) -------------------------------------------------------------------------------- Sector Weighting+ 29.8% Information Technology 21.0% Consumer Discretionary 18.7% Financials 13.0% Energy 6.8% Time Deposit 5.5% Materials 2.4% Health Care 1.8% Telecommunication Services 1.0% Industrials + Percentages are based on total investments. -------------------------------------------------------------------------------- Description Shares Value (000) -------------------------------------------------------------------------------- Schedule of Investments Common Stock -- 95.0%** Consumer Discretionary -- 21.4% Discovery Communications, Cl C* 19,503 $ 1,503 Dollar General* 16,800 932 Dollar Tree* 21,450 1,119 Dollarama 9,811 748 Las Vegas Sands 17,317 1,399 Priceline Group* 1,704 2,031 Ralph Lauren, Cl A 4,128 664 Starbucks 15,153 1,112 Ulta Salon Cosmetics & Fragrance* 6,463 630 Walt Disney 17,435 1,396 Wynn Resorts 3,318 737 ------ 12,271 ------ Energy -- 13.3% Cabot Oil & Gas, Cl A 49,445 1,675 National Oilwell Varco 16,160 1,258 Noble Energy 8,496 603 Schlumberger 11,267 1,099 Southwestern Energy* 64,610 2,973 ------ 7,608 ------ Financials -- 19.1% American Express 12,279 1,106 American Tower REIT, Cl A 16,400 1,343 Charles Schwab 40,860 1,117 CME Group, Cl A 7,781 576 KKR & Co., LP (a) 22,825 521 Realogy Holdings* 57,650 2,505 TD Ameritrade Holding 33,002 1,120 The Blackstone Group LP (a) 79,005 2,627 ------ 10,915 ------ Health Care -- 2.5% Intuitive Surgical* 1,313 575 Perrigo 5,466 846 ------ 1,421 ------ -------------------------------------------------------------------------------- Shares/Face Description Amount (000) Value (000) -------------------------------------------------------------------------------- Industrials -- 1.0% Precision Castparts 2,169 $ 548 ------ Information Technology -- 30.3% Alliance Data Systems* 3,144 856 Apple 4,941 2,652 Autodesk* 10,662 524 Cognizant Technology Solutions, Cl A* 32,930 1,667 eBay* 30,242 1,671 Equinix* 13,619 2,517 Google, Cl A* 2,111 2,353 Mastercard, Cl A 14,925 1,115 QUALCOMM 26,325 2,076 Trimble Navigation* 17,343 674 Visa, Cl A 5,839 1,260 ------ 17,365 ------ Materials -- 5.6% Ecolab 5,560 601 Monsanto 17,961 2,043 Praxair 4,388 575 ------ 3,219 ------ Telecommunication Services -- 1.8% SBA Communications, Cl A* 11,613 1,056 ------ Total Common Stock (Cost $44,358) (000) 54,403 ------ Time Deposit -- 6.9% Brown Brothers, 0.030%, 04/01/14 (Cost $3,950) (000) $ 3,950 3,950 ------ Total Investments -- 101.9% (Cost $48,308) (000) $ 58,353 ======== As of March 31, 2014, all of the Fund's investments were considered Level 1, except for the Time Deposit which was Level 2, in accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP. Please see Note 2 in Notes to Financial Statements for further information regarding fair value measurements. Percentages are based on Net Assets of $57,246 (000). * Non-income producing security. ** More narrow industries are utilized for compliance purposes, whereas broad sectors are utilized for reporting purposes. (a) Security considered Master Limited Partnership. At March 31, 2014 these securities amounted to $3,148 (000) or 5.5% of Net Assets. Cl -- Class LP -- Limited Partnership REIT -- Real Estate Investment Trust The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 1 [RIVERPARK LOGO] RiverPark/Wedgewood Fund March 31, 2014 (Unaudited) -------------------------------------------------------------------------------- Sector Weighting+ 33.1% Information Technology 16.0% Health Care 14.1% Financials 12.0% Industrials 8.3% Consumer Discretionary 7.0% Time Deposit 6.2% Energy 3.3% Consumer Staples + Percentages are based on total investments. -------------------------------------------------------------------------------- Description Shares Value (000) -------------------------------------------------------------------------------- Schedule of Investments Common Stock -- 93.4%** Consumer Discretionary -- 8.4% Coach 939,000 $ 46,631 LKQ* 1,465,000 38,603 Priceline Group* 36,000 42,908 -------- 128,142 -------- Consumer Staples -- 3.3% Mead Johnson Nutrition, Cl A 615,000 51,131 -------- Energy -- 6.2% National Oilwell Varco 543,000 42,283 Schlumberger 541,000 52,748 -------- 95,031 -------- Financials -- 14.2% Berkshire Hathaway, Cl B* 1,147,000 143,340 M&T Bank 607,000 73,629 ------- 216,969 ------- Health Care -- 16.0% Express Scripts Holding* 1,273,000 95,589 Gilead Sciences* 542,000 38,406 Perrigo 386,000 59,699 Varian Medical Systems* 615,000 51,654 ------- 245,348 ------- Industrials -- 12.0% Cummins 456,000 67,940 Stericycle* 616,000 69,990 Verisk Analytics, Cl A* 768,000 46,049 ------- 183,979 ------- Information Technology -- 33.3% Apple 261,000 140,089 Cognizant Technology Solutions, Cl A* 1,733,000 87,707 EMC 3,223,000 88,343 Google, Cl A* 54,000 60,184 -------------------------------------------------------------------------------- Shares/Face Description Amount (000) Value (000) -------------------------------------------------------------------------------- QUALCOMM 1,263,000 $ 99,600 --------- Visa, Cl A 152,000 32,811 508,734 --------- Total Common Stock (Cost $1,155,902) (000) 1,429,334 --------- Time Deposit -- 7.1% Brown Brothers, 0.030%, 04/01/14 (Cost $108,047) (000) $ 108,047 108,047 --------- Total Investments -- 100.5% (Cost $1,263,949) (000) $1,537,381 ========== As of March 31, 2014, all of the Fund's investments were considered Level 1, except for the Time Deposit which was Level 2, in accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP. Please see Note 2 in Notes to Financial Statements for further information regarding fair value measurements. Percentages are based on Net Assets of $1,529,410 (000). * Non-income producing security. ** More narrow industries are utilized for compliance purposes, whereas broad sectors are utilized for reporting purposes. Cl -- Class The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 2 [RIVERPARK LOGO] RiverPark Short Term High Yield Fund March 31, 2014 (Unaudited) -------------------------------------------------------------------------------- Sector Weighting+ 92.8% Corporate Obligations 5.3% Bank Loan Obligations 1.4% Time Deposit 0.3% Preferred Stock 0.2% Convertible Bond + Percentages are based on total investments. -------------------------------------------------------------------------------- Face Amount Description (000) Value (000) -------------------------------------------------------------------------------- Schedule of Investments Corporate Obligations -- 91.6% Consumer Discretionary -- 28.2% Allbritton Communications 8.000%, 05/15/18 $ 38,620 $ 40,551 American Achievement 10.875%, 04/15/16 (a) 19,765 20,902 Brightstar 9.500%, 12/01/16 (a) 15,090 16,524 Easton-Bell Sports 9.750%, 12/01/16 25,774 27,192 Express 8.750%, 03/01/18 31,193 32,714 HOA Restaurant Group 11.250%, 04/01/17 (a) 1,000 1,063 J Crew Group 8.125%, 03/01/19 1,191 1,242 Jarden 7.500%, 01/15/20 1,525 1,664 Knowledge Universe Education 7.750%, 02/01/15 (a) 33,802 34,013 Lamar Media 7.875%, 04/15/18 238 248 Libbey Glass 6.875%, 05/15/20 23,527 25,733 Nord Anglia Education UK Holdings 10.250%, 04/01/17 (a) 21,500 24,080 Pegasus Solutions 6.000%, 04/15/14 (a) (e) 11,679 10,861 R.R. Donnelly & Sons 4.950%, 04/01/14 1,927 1,927 Regal Cinemas 8.625%, 07/15/19 571 609 WMG Acquisition 11.500%, 10/01/18 12,879 14,669 ------- 253,992 ------- Consumer Staples -- 3.0% US Foods 8.500%, 06/30/19 24,583 26,629 ------- -------------------------------------------------------------------------------- Face Amount Description (000) Value (000) -------------------------------------------------------------------------------- Energy -- 9.7% Calumet Specialty Products Partners 9.375%, 05/01/19 $ 10,703 $ 12,202 Crosstex Energy 8.875%, 02/15/18 26,826 28,090 Drill Rigs Holdings 6.500%, 10/01/17 (a) 1,205 1,262 Hercules Offshore 7.125%, 04/01/17 (a) 14,296 15,018 Martin Midstream Partners 8.875%, 04/01/18 2,864 2,991 Panoro Energy 13.500%, 11/15/18 (d) 17,289 3,039 12.000%, 11/15/18 (a) 2,302 2,440 Sabine Pass LNG 7.500%, 11/30/16 8,355 9,274 Tesoro 9.750%, 06/01/19 12,271 13,062 ------ 87,378 ------ Health Care -- 5.0% HCA 8.500%, 04/15/19 11,959 12,520 7.875%, 02/15/20 18,582 19,827 MultiPlan 9.875%, 09/01/18 (a) 11,437 12,467 ------ 44,814 ------ Industrials -- 22.7% Aircastle 9.750%, 08/01/18 7,862 8,476 American Airlines 7.500%, 03/15/16 (a) 35,821 37,321 CNH Capital 6.250%, 11/01/16 5,500 6,057 Griffon 7.125%, 04/01/18 29,364 30,955 Kratos Defense & Security Solutions 10.000%, 06/01/17 22,921 24,296 Maxim Crane Works 12.250%, 04/15/15 (a) 45,595 45,758 Nielsen Finance 7.750%, 10/15/18 5,000 5,369 SITEL 11.000%, 08/01/17 (a) 7,210 7,778 United Rentals North America 9.250%, 12/15/19 10,841 11,985 Victor Technologies Group 9.000%, 12/15/17 24,534 26,314 ------- 204,309 ------- Information Technology -- 10.0% Alion Science and Technology 12.000%, 11/01/14 18,207 18,127 iGATE 9.000%, 05/01/16 34,664 36,527 The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 3 [RIVERPARK LOGO] RiverPark Short Term High Yield Fund March 31, 2014 (Unaudited) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Face Amount Description (000)/Shares Value (000) -------------------------------------------------------------------------------- ManTech International 7.250%, 04/15/18 $ 1,429 $ 1,483 Stratus Technologies Bermuda 12.000%, 03/29/15 12,762 14,230 Stream Global Services 11.250%, 10/01/14 19,434 19,434 ------- 89,801 ------- Materials -- 5.2% Atkore International 9.875%, 01/01/18 4,595 4,941 Cascades 7.750%, 12/15/17 7,243 7,560 Catalyst Paper 13.000%, 09/13/16 (a) (b) 4,533 4,624 Consolidated Minerals 8.875%, 05/01/16 (a) 14,135 14,842 Packaging Dynamics 8.750%, 02/01/16 (a) 11,615 11,941 Pretium Packaging 11.500%, 04/01/16 3,089 3,313 ------ 47,221 ------ Telecommunication Services -- 6.2% Checkout Holding 10.295%, 11/15/15 (a) (c) 1,906 1,634 Cricket Communications 7.750%, 10/15/20 22,715 26,003 Digicel Group 10.500%, 04/15/18 (a) 10,618 11,308 Satelites Mexicanos 9.500%, 05/15/17 3,659 3,915 UPC Holding 9.875%, 04/15/18 (a) 9,525 10,061 Wind Acquisition Finance 11.750%, 07/15/17 (a) 2,760 2,912 ------ 55,833 ------ Utilities -- 1.6% CMS Energy 4.250%, 09/30/15 1,334 1,398 Curtis Palmer 5.900%, 07/15/14 (a) 13,096 13,199 ------ 14,597 ------ Total Corporate Obligations (Cost $828,298) (000) 824,574 ------- Preferred Stock -- 0.3% Carriage Services Capital Trust 7.000%, 06/01/29 (Cost $2,921) (000) 58,045 2,917 ----- -------------------------------------------------------------------------------- Face Amount Description (000) Value (000) -------------------------------------------------------------------------------- Convertible Bond -- 0.2% AuRico Gold 3.500%, 10/01/16 (Cost $1,683) (000) $ 1,620 $ 1,677 ------- Bank Loan Obligations -- 5.2% Armored Autogroup 6.000%, 11/05/16 3,841 3,863 0.000%, 11/05/16 (f) 1,978 1,990 Lee Enterprises 0.000%, 03/21/19 (f) 8,500 8,500 Radio One 7.500%, 03/31/16 21,450 21,959 Travelport LLC 9.500%, 01/31/16 10,500 10,841 ------ Total Bank Loan Obligations (Cost $47,314) (000) 47,153 ------ Time Deposit -- 1.4% Brown Brothers, 0.030%, 04/01/14 (Cost $12,328) (000) 12,328 12,328 --------- Total Investments -- 98.7% (Cost $892,544) (000) $ 888,649 ========= As of March 31, 2014, all of the Fund's investments and other financial instruments were considered Level 2, except for Preferred Stock, which was Level 1, in accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP. Please see Note 2 in Notes to Financial Statements for further information regarding fair value measurements. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 4 [RIVERPARK LOGO] RiverPark Short Term High Yield Fund March 31, 2014 (Unaudited) -------------------------------------------------------------------------------- A list of the open forward foreign currency contracts held by the Fund at March 31, 2014 is as follows++: Currency Unrealized Settlement to Deliver Currency to Depreciation Counterparty Date (000) Receive (000) (000) -------------------------------------------------------------------------------- Brown Brothers Harriman 4/24/14 NOK 18,326 USD 3,021 $ (37) ======== ++ See Note 2 in Notes to Financial Statements for additional information. Percentages are based on Net Assets of $899,979 (000). (a) Securities sold within terms of a private placement memorandum, exempt from registration under Section 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other "accredited investors. " These securities have been determined to be liquid under guidelines established by the Board of Trustees. (b) Variable rate security - Rate disclosed is the rate in effect on March 31, 2014. (c) Zero coupon security. The rate reported on the Schedule of Investments is the effective yield at time of purchase. (d) Face amount is presented in Norwegian Krone. (e) Security in default on interest payments. (f) Unsettled bank loan. Interest rate not available as of March 31, 2014. LLC -- Limited Liability Company NOK -- Norwegian Krone USD -- United States Dollar The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 5 [RIVERPARK LOGO] RiverPark Long/Short Opportunity Fund March 31, 2014 (Unaudited) -------------------------------------------------------------------------------- Sector Weighting+ 29.5% Information Technology 23.0% Consumer Discretionary 20.8% Financials 11.4% Energy 6.7% Time Deposit 3.2% Materials 2.7% Health Care 1.8% Telecommunication Services 0.9% Industrials + Percentages are based on total investments long, excluding securities sold short. -------------------------------------------------------------------------------- Description Shares Value (000) -------------------------------------------------------------------------------- Schedule of Investments Common Stock -- 108.3%** Consumer Discretionary -- 26.7% Discovery Communications, Cl C* 43,125 $ 3,323 Dollar General* 39,993 2,219 Dollar Tree* (b) 39,430 2,057 Dollarama 34,270 2,611 Fossil Group* 10,633 1,240 Imax* 94,342 2,578 Las Vegas Sands 40,273 3,253 Priceline Group* (b) 4,287 5,109 Ralph Lauren, Cl A 11,049 1,778 Rentrak* 21,690 1,308 Starbucks 39,370 2,889 Ulta Salon Cosmetics & Fragrance* 18,360 1,790 Walt Disney (b) 26,111 2,091 Wynn Resorts 11,207 2,490 ------ 34,736 ------ Energy -- 13.2% Cabot Oil & Gas (b) 114,264 3,871 National Oilwell Varco (b) 47,022 3,662 Noble Energy 23,655 1,681 Schlumberger (b) 27,109 2,643 Southwestern Energy* (b) 114,688 5,277 ------ 17,134 ------ Financials -- 24.2% American Express 28,548 2,570 American Tower REIT, Cl A (b) 40,961 3,353 Charles Schwab 96,569 2,639 CME Group, Cl A (b) 33,804 2,502 KKR & Co., LP (a) 92,979 2,124 Realogy Holdings* 148,819 6,466 TD Ameritrade Holding 76,342 2,592 The Blackstone Group LP (a) 277,178 9,216 ------ 31,462 ------ -------------------------------------------------------------------------------- Shares/Face Description Amount (000) Value (000) -------------------------------------------------------------------------------- Health Care -- 3.1% Edwards Lifesciences* 13,122 $ 973 Intuitive Surgical* 2,906 1,273 Perrigo 11,715 1,812 ----- 4,058 ----- Industrials -- 1.0% B/E Aerospace* 15,110 1,312 ----- Information Technology -- 34.3% Alliance Data Systems* (b) 9,753 2,657 Apple (b) 11,344 6,089 Autodesk* 26,392 1,298 Bankrate* 152,631 2,585 Cognizant Technology Solutions, Cl A* 74,574 3,774 eBay* (b) 45,218 2,498 Equinix* 35,212 6,509 Google, Cl A* 4,618 5,147 Mastercard, Cl A (b) 21,205 1,584 QUALCOMM (b) 63,726 5,025 Trimble Navigation* 57,701 2,243 WebMD Health, Cl A* 46,732 1,935 Visa, Cl A (b) 14,974 3,232 ------ 44,576 ------ Materials -- 3.7% Monsanto 42,701 4,858 ------ Telecommunication Services -- 2.1% SBA Communications, Cl A* (b) 30,164 2,744 ------ Total Common Stock (Cost $119,415) (000) 140,880 ------- Time Deposit -- 7.7% Brown Brothers, 0.030%, 04/01/14 (Cost $10,077) (000) $ 10,077 10,077 --------- Total Investments -- 116.0% (Cost $129,492) (000) $ 150,957 ========= The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 6 [RIVERPARK LOGO] RiverPark Long/Short Opportunity Fund March 31, 2014 (Unaudited) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Description Shares Value (000) -------------------------------------------------------------------------------- Schedule of Securities Sold Short Common Stock -- (57.2)% Consumer Discretionary -- (19.0)% Abercrombie & Fitch, Cl A (36,220) $ (1,395) Amazon.com* (2,661) (895) Apollo Education Group, Cl A* (42,232) (1,446) Best Buy (43,338) (1,145) Burger King Worldwide (59,126) (1,570) Darden Restaurants (15,572) (791) DeVry Education Group (46,557) (1,974) DIRECTV* (12,474) (953) GameStop, Cl A (11,516) (473) Garmin (23,226) (1,283) GNC Holdings, Cl A (16,998) (748) Guess? (19,385) (535) K12* (28,623) (648) Kohl's (28,622) (1,626) Lululemon Athletica* (12,701) (668) Netflix* (1,399) (493) Potbelly (75,479) (1,349) Regal Entertainment Group, Cl A (24,820) (464) Six Flags Entertainment (32,413) (1,301) Sony ADR (93,415) (1,786) Staples (82,376) (934) Strayer Education* (19,901) (924) Thomson Reuters (18,918) (647) Wendy's (75,786) (691) -------- (24,739) -------- Consumer Staples -- (2.6)% Coca-Cola (29,478) (1,139) Keurig Green Mountain (5,323) (562) Kroger (38,710) (1,690) ------- (3,391) ------- Financials -- (2.8)% Green Dot, Cl A* (77,825) (1,520) Legg Mason (25,324) (1,242) Progressive (36,916) (894) ------- (3,656) ------- Health Care -- (1.3)% Cerner* (18,078) (1,017) Pfizer (20,047) (644) ------- (1,661) ------- Industrials -- (1.6)% Iron Mountain (28,839) (795) Nielsen Holdings (28,325) (1,264) ------- (2,059) ------- -------------------------------------------------------------------------------- Description Shares Value (000) -------------------------------------------------------------------------------- Information Technology -- (25.1)% Activision Blizzard (90,314) $ (1,846) Akamai Technologies* (22,732) (1,323) Applied Materials (36,945) (754) Corning (80,263) (1,671) Electronic Arts* (99,535) (2,887) Flextronics International* (143,218) (1,324) Hewlett-Packard (55,888) (1,809) IAC (9,043) (646) Infosys ADR (12,222) (662) Intel (21,500) (555) International Business Machines (5,201) (1,001) Intuit (6,401) (497) j2 Global (32,470) (1,625) Juniper Networks* (48,211) (1,242) Lexmark International, Cl A (27,529) (1,274) Linear Technology (16,527) (805) Logitech International (43,296) (645) Microsoft (50,590) (2,074) NVIDIA (59,640) (1,068) Oracle (30,545) (1,250) Rackspace Hosting* (23,703) (778) SAP ADR (11,054) (899) Sapient* (37,758) (644) Seagate Technology (12,296) (691) Teradata* (13,232) (651) Trulia* (19,764) (656) Vistaprint* (19,051) (938) Western Digital (9,042) (830) Western Union (95,141) (1,556) -------- (32,601) -------- Materials -- (0.9)% Glencore Xstrata (221,106) (1,138) -------- Telecommunication Services -- (4.0)% AT&T (48,073) (1,686) Sprint* (170,090) (1,563) Verizon Communications (40,861) (1,944) ------- (5,193) ------- Total Common Stock (Proceeds $67,086) (000) (74,438) -------- Total Securities Sold Short (Proceeds $67,086) (000) $ (74,438) ========== The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 7 [RIVERPARK LOGO] RiverPark Long/Short Opportunity Fund March 31, 2014 (Unaudited) -------------------------------------------------------------------------------- The following is a summary of inputs used as of March 31, 2014 in valuing the Fund's investments, liabilities and other financial instruments carried at value (000):
Investments in Securities Level 1 Level 2 Level 3 Total ------- ------- ------- ----- Common Stock $ 140,880 $ -- $ -- $ 140,880 Time Deposit -- 10,077 -- 10,077 ----------- ---------- --------- ---------- Total Investments in Securities $ 140,880 $ 10,077 $ -- $ 150,957 =========== ========== ========= ========== Liabilities Level 1 Level 2 Level 3 Total ------- ------- ------- ----- Common Stock $ (74,438) $ -- $ -- $ (74,438) ----------- ---------- --------- ---------- Total Liabilities $ (74,438) $ -- $ -- $ (74,438) =========== ========== ========= ========== Other Financial Instruments Level 1 Level 2 Level 3 Total ------- ------- ------- ----- Total Return Swaps^ $ -- $ -- $ -- $ -- ----------- ---------- --------- ---------- Total Other Financial Instruments $ -- $ -- $ -- $ -- =========== ========== ========= ==========
^ As of March 31, 2014, the swaps are considered Level 2. See Note 2 in Notes to Financial Statements for additional information. Please see Note 2 in Notes to Financial Statements for further information regarding fair value measurements. A list of open swap agreements held by the Fund at March 31, 2014 was as follows:
------------------------------------------------------------------------------------------------------------------------------------ Total Return Swaps ------------------------------------------------------------------------------------------------------------------------------------ Net Unrealized Notional Appreciation Termination Amount (Depreciation) Counterparty Reference Entity/Obligation Fund Pays Fund Receives Date Contracts (000) (000) ------------------------------------------------------------------------------------------------------------------------------------ Goldman Sachs Alliance Data Systems Fed Funds 1-Day - 0.45% Total Return 09/10/14 202 55 $ -- Goldman Sachs American Tower Fed Funds 1-Day - 0.45% Total Return 10/14/14 612 50 -- Goldman Sachs Apple Fed Funds 1-Day - 0.45% Total Return 07/03/14 643 345 -- Goldman Sachs Cabot Oil & Gas Fed Funds 1-Day - 0.45% Total Return 10/14/14 720 24 -- Goldman Sachs CME Group Fed Funds 1-Day - 0.45% Total Return 10/14/14 412 30 -- Goldman Sachs Dollar Tree Fed Funds 1-Day - 0.45% Total Return 09/04/14 15,932 831 -- Goldman Sachs eBay Fed Funds 1-Day - 0.45% Total Return 06/12/14 25,000 1,381 -- Goldman Sachs Mastercard Fed Funds 1-Day - 0.45% Total Return 09/04/14 16,710 1,248 -- Goldman Sachs National Oilwell Varco Fed Funds 1-Day - 0.45% Total Return 05/30/14 422 33 -- Goldman Sachs Priceline Group Fed Funds 1-Day - 0.45% Total Return 06/04/14 66 79 -- Goldman Sachs QUALCOMM Fed Funds 1-Day - 0.45% Total Return 11/14/14 2,775 219 -- Goldman Sachs SBA Communications Fed Funds 1-Day - 0.45% Total Return 10/14/14 842 77 -- Goldman Sachs Schlumberger Fed Funds 1-Day - 0.45% Total Return 09/04/14 1,032 101 -- Goldman Sachs Southwestern Energy Fed Funds 1-Day - 0.45% Total Return 06/12/14 35,934 1,653 -- Goldman Sachs Visa Fed Funds 1-Day - 0.45% Total Return 05/30/14 702 152 -- Goldman Sachs Walt Disney Fed Funds 1-Day - 0.45% Total Return 07/03/14 18,471 1,479 -- ----- $ -- =====
Percentages are based on Net Assets of $130,050 (000). * Non-income producing security. ** More narrow industries are utilized for compliance purposes, whereas broad sectors are utilized for reporting purposes. (a) Securities considered Master Limited Partnership. At March 31, 2014, these securities amounted to $11,340 or 8.7% of Net Assets. (b) Underlying security for a total return swap. ADR -- American Depositary Receipt Cl -- Class LP -- Limited Partnership REIT -- Real Estate Investment Trust The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 8 [RIVERPARK LOGO] RiverPark Long/Short Opportunity Fund March 31, 2014 (Unaudited) --------------------------------------------------------------------------------
Reconciliation of GAAP to Non-GAAP Long Exposure by Underlier March 31, 2014 GAAP Non-GAAP GAAP Non-GAAP Exposure Exposure Exposure Exposure Alliance Data Systems priceline.com Common Stock 2.0% 2.0% Common Stock 3.9% 3.9% Total Return Swap -- 0.0% Total Return Swap -- 0.1% ---- ---- ---- ---- 2.0% 2.0% 3.9% 4.0% ---- ---- ---- ---- American Tower QUALCOMM Common Stock 2.6% 2.6% Common Stock 3.9% 3.9% Total Return Swap -- 0.0% Total Return Swap -- 0.2% ---- ---- ---- ---- 2.6% 2.6% 3.9% 4.1% ---- ---- ---- ---- Apple SBA Communications Common Stock 4.7% 4.7% Common Stock 2.1% 2.1% Total Return Swap -- 0.3% Total Return Swap -- 0.1% ---- ---- ---- ---- 4.7% 5.0% 2.1% 2.2% ---- ---- ---- ---- Cabot Oil & Gas Schlumberger Common Stock 3.0% 3.0% Common Stock 2.0% 2.0% Total Return Swap -- 0.0% Total Return Swap -- 0.1% ---- ---- ---- ---- 3.0% 3.0% 2.0% 2.1% ---- ---- ---- ---- CME Group Southwestern Energy Common Stock 1.9% 1.9% Common Stock 4.1% 4.1% Total Return Swap -- 0.0% Total Return Swap -- 1.3% ---- ---- ---- ---- 1.9% 1.9% 4.1% 5.4% ---- ---- ---- ---- Dollar Tree Visa Common Stock 1.6% 1.6% Common Stock 2.5% 2.5% Total Return Swap -- 0.6% Total Return Swap -- 0.1% ---- ---- ---- ---- 1.6% 2.2% 2.5% 2.6% ---- ---- ---- ---- eBay Walt Disney Common Stock 1.9% 1.9% Common Stock 1.6% 1.6% Total Return Swap -- 1.1% Total Return Swap -- 1.1% ---- ---- ---- ---- 1.9% 3.0% 1.6% 2.7% ---- ---- ---- ---- Mastercard Common Stock 1.2% 1.2% Remaining Underliers Total Return Swap -- 1.0% Common Stock 66.5% 66.5% ---- ---- ------ ------ 1.2% 2.2% Total, before Time Deposit 108.3% 114.3% ---- ---- ------ ------ National Oilwell Varco Common Stock 2.8% 2.8% Time Deposit 7.7% 7.7% Total Return Swap -- 0.0% ---- ---- ---- ---- 2.8% 2.8% Total, after Time Deposit 116.0% 122.0% ---- ---- ====== ======
Supplemental Disclosure: The above represents a reconciliation of accounting principles generally accepted in the United States of America ("GAAP") to non-GAAP exposure for underlying investments that are held by the Fund through investments in common stock and total return swaps as of March 31, 2014. The total non-GAAP exposure is calculated by using the common stock plus the notional swap values divided by the net asset value of the Fund as of March 31, 2014. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 9 [RIVERPARK LOGO] RiverPark/Gargoyle Hedged Value Fund March 31, 2014 (Unaudited) Sector Weighting+ 20.1% Information Technology 13.8% Energy 13.5% Health Care 13.0% Consumer Discretionary 12.9% Financials 7.7 Consumer Staples 7.0% Industrials 6.9% Materials 3.8% Telecommunication Services 1.2% Utilities 0.1% Time Deposit + Percentages are based on total investments long, excludes written options. -------------------------------------------------------------------------------- Description Shares Value (000) -------------------------------------------------------------------------------- Schedule of Investments Common Stock -- 101.1% Consumer Discretionary -- 13.1% Abercrombie & Fitch, Cl A 3,300 $ 127 Apollo Education Group, Cl A* (a) 14,110 483 Best Buy 17,648 466 Dillard's, Cl A (a) 6,060 560 Ford Motor (a) 37,430 584 GameStop, Cl A 8,500 349 General Motors (a) 10,670 367 Goodyear Tire & Rubber (a) 25,150 658 International Game Technology 43,813 616 Lions Gate Entertainment 22,681 606 PulteGroup (a) 31,580 606 Staples (a) 42,295 480 Time Warner (a) 7,330 479 ----- 6,381 ----- Consumer Staples -- 7.8% Avon Products 15,700 230 Kroger (a) 15,362 671 Molson Coors Brewing, Cl B (a) 10,815 636 Pilgrim's Pride* 40,080 838 Safeway (a) 16,110 595 Tyson Foods, Cl A (a) 19,015 837 ----- 3,807 ----- Energy -- 12.1% Apache (a) 5,970 495 Chesapeake Energy 17,240 442 CVR Energy (a) 5,846 247 Denbury Resources 25,963 426 HollyFrontier (a) 6,128 292 Marathon Oil 2,908 103 Nabors Industries (a) 21,400 528 Newfield Exploration* (a) 11,400 358 -------------------------------------------------------------------------------- Description Shares Value (000) -------------------------------------------------------------------------------- Peabody Energy (a) 37,095 $ 606 RPC (a) 15,110 309 SandRidge Energy* (a) 100,048 614 Superior Energy Services 6,800 209 Tesoro (a) 4,752 240 Valero Energy (a) 11,320 601 Western Refining 5,410 209 World Fuel Services 4,160 183 ----- 5,862 ----- Financials -- 13.1% American International Group (a) 10,110 506 Bank of New York Mellon (a) 9,318 329 CBRE Group, Cl A* 22,600 620 Erie Indemnity, Cl A (a) 7,021 490 Genworth Financial, Cl A* (a) 28,450 504 Jones Lang LaSalle (a) 5,730 679 Legg Mason (a) 11,525 565 Leucadia National (a) 21,428 600 Morgan Stanley 19,365 604 NASDAQ OMX Group (a) 6,704 248 Old Republic International 18,440 302 PartnerRe (a) 3,710 384 Reinsurance Group of America, Cl A (a) 5,404 430 XL Group, Cl A 3,200 100 ----- 6,361 ----- Health Care -- 13.7% Abbott Laboratories (a) 15,843 610 Alere* 16,776 576 Allscripts Healthcare Solutions* (a) 19,310 348 Amgen (a) 2,460 304 Community Health Systems* (a) 7,000 274 Eli Lilly (a) 5,633 332 Express Scripts Holding* (a) 8,645 649 Jazz Pharmaceuticals* (a) 4,400 610 Medtronic (a) 5,342 329 Mylan* (a) 10,550 515 Myriad Genetics* (a) 4,777 163 Quest Diagnostics 8,870 514 Questcor Pharmaceuticals 6,603 429 United Therapeutics* (a) 6,601 621 WellCare Health Plans* (a) 5,940 377 ----- 6,651 ----- Industrials -- 7.1% Babcock & Wilcox 17,000 564 Delta Air Lines 22,107 766 Joy Global (a) 6,750 392 Manpowergroup 2,300 181 Northrop Grumman (a) 4,277 528 Oshkosh (a) 6,655 392 Pentair (a) 7,930 629 ----- 3,452 ----- The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 10 [RIVERPARK LOGO] RiverPark/Gargoyle Hedged Value Fund March 31, 2014 (Unaudited) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Description Shares Value (000) -------------------------------------------------------------------------------- Information Technology -- 22.2% Activision Blizzard (a) 34,060 $ 696 AOL* (a) 9,696 424 Apple (a) 790 424 Brocade Communications Systems* (a) 51,000 541 Computer Sciences (a) 8,071 491 First Solar* (a) 12,914 901 Flextronics International* (a) 66,121 611 Harris (a) 4,004 293 Hewlett-Packard (a) 20,850 675 IAC (a) 9,020 644 Itron* (a) 4,918 175 Jabil Circuit 32,840 591 KLA-Tencor (a) 5,700 394 Leidos Holdings* 13,089 463 Lexmark International, Cl A (a) 5,600 259 NVIDIA (a) 21,000 376 Oracle 12,200 499 Seagate Technology (a) 8,930 501 Sohu.com* (a) 3,604 235 Symantec (a) 9,902 198 VeriFone Systems* (a) 23,580 797 VeriSign* 10,160 548 Vishay Intertechnology (a) 4,633 69 ------ 10,805 ------ Materials -- 7.0% Alcoa (a) 53,257 686 Ashland 6,850 682 Cliffs Natural Resources 25,460 521 Freeport-McMoRan Copper & Gold 11,500 380 International Paper 12,386 568 Newmont Mining 6,031 141 Tronox, Cl A (a) 17,200 409 ----- 3,387 ----- Telecommunication Services -- 3.8% CenturyLink 17,240 566 Frontier Communications 20,500 117 Telephone & Data Systems (a) 23,556 617 United States Cellular* 1,502 62 Verizon Communications 10,141 482 ----- 1,844 ----- Utilities -- 1.2% AES 41,853 598 ------ Total Common Stock (Cost $39,508) (000) 49,148 ------ -------------------------------------------------------------------------------- Face Amount (000)/ Value Description Contracts (000) -------------------------------------------------------------------------------- Time Deposit -- 0.1% Brown Brothers, 0.030%, 04/01/14 (Cost $54) (000) $ 54 $ 54 -------- Total Investments -- 101.2% (Cost $39,562) (000) $ 49,202 ======== Schedule of Open Options Written Written Options -- (1.5)%*++ CBOE Russell 2000 Index, Call Option, Expires 04/19/14, Strike Price $1,215 (42) $ (11) Expires 04/19/14, Strike Price $1,205 (84) (38) Expires 04/19/14, Strike Price $1,210 (28) (10) Expires 04/19/14, Strike Price $1,200 (31) (17) Expires 05/17/14, Strike Price $1,190 (26) (49) Expires 04/19/14, Strike Price $1,225 (17) (3) Expires 05/17/14, Strike Price $1,180 (70) (166) Expires 05/17/14, Strike Price $1,170 (30) (87) NASDAQ Euro Index, Call Option, Expires 04/19/14, Strike Price $3,690 (10) (13) Expires 05/02/14, Strike Price $3,650 (3) (12) Expires 05/17/14, Strike Price $3,650 (4) (19) S&P 500 Index, Call Option, Expires 04/19/14, Strike Price $1,880 (46) (57) Expires 04/19/14, Strike Price $1,860 (11) (27) Expires 04/19/14, Strike Price $1,870 (16) (28) Expires 05/17/14, Strike Price $1,890 (10) (20) Expires 05/17/14, Strike Price $1,865 (15) (49) Expires 04/19/14, Strike Price $1,885 (33) (34) Expires 05/17/14, Strike Price $1,875 (14) (37) Expires 04/19/14, Strike Price $1,900 (14) (6) Expires 04/19/14, Strike Price $1,875 (46) (69) ---- Total Written Options (Premiums Received $1,092) (000) $ (752) ======= ++ See Note 2 in Notes to Financial Statements for additional information. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 11 [RIVERPARK LOGO] RiverPark/Gargoyle Hedged Value Fund March 31, 2014 (Unaudited) -------------------------------------------------------------------------------- The following is a list of the level of inputs used as of March 31, 2014 in valuing the Fund's investments and other financial instruments carried at value (000):
Investments in Securities Level 1 Level 2 Level 3 Total ------- ------- ------- ----- Common Stock $ 49,148 $ -- $ -- $ 49,148 Time Deposit -- 54 -- 54 ---------- --------- --------- ---------- Total Investments in Securities $ 49,148 $ 54 $ -- $ 49,202 ========== ========= ========= ========== Other Financial Instruments Level 1 Level 2 Level 3 Total ------- ------- ------- ----- Written Options $ (752) $ -- $ -- $ (752) --------- --------- --------- ----------- Total Other Financial Instruments $ (752) $ -- $ -- $ (752) ========= ========= ========= ===========
Please see Note 2 in Notes to Financial Statements for further information regarding fair value measurements. Percentages are based on Net Assets of $48,614 (000). * Non-income producing security. (a) Pledged as collateral for open options written. CBOE -- Chicago Board Options Exchange Cl -- Class NASDAQ -- National Association of Securities Dealers Automated Quotations S&P -- Standard & Poor's The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 12 [RIVERPARK LOGO] RiverPark Structural Alpha Fund March 31, 2014 (Unaudited) -------------------------------------------------------------------------------- Sector Weighting+ 50.1% U.S. Treasury Obligations 43.7% Time Deposit 6.2% Commercial Paper + Percentages are based on total investments long, excluding purchased and written options. -------------------------------------------------------------------------------- Face Amount (000)/ Value Description Contracts (000) -------------------------------------------------------------------------------- Schedule of Investments U.S. Treasury Obligations -- 42.5% U.S. Treasury Bills (a) (b) 0.050%, 05/08/14 $ 1,000 $ 1,000 0.045%, 04/03/14 1,000 1,000 0.045%, 06/05/14 1,000 1,000 0.030%, 06/26/14 1,000 1,000 ----- Total U.S. Treasury Obligations (Cost $3,999) (000) 4,000 ----- Commercial Paper -- 5.3% Ford Motor Credit 0.805%, 10/01/14 250 249 Salvation Army 0.160%, 06/09/14 250 250 ----- Total Commercial Paper (Cost $499) (000) 499 ----- Time Deposit -- 37.0% Brown Brothers, 0.030%, 04/01/14 (Cost $3,491) (000) 3,491 3,491 ----- Total Investments -- 84.8% (Cost $7,989) (000) $ 7,990 ======= Schedule of Open Options Purchased Purchased Options -- 16.1%*++ S&P 500 Index, Call Option Expires 09/30/14, Strike Price $1,700 12 $ 226 Expires 12/20/14, Strike Price $1,625 12 310 Expires 01/17/15, Strike Price $1,850 10 97 Expires 12/31/14, Strike Price $1,850 12 113 Expires 06/30/14, Strike Price $1,625 12 295 Expires 06/21/14, Strike Price $1,550 12 381 S&P 500 Index, Put Option Expires 06/21/14, Strike Price $1,425 12 2 SPDR S&P 500 Index, Call Option Expires 03/20/15, Strike Price $188 100 92 ------- Total Purchased Options (Cost $826) (000) $ 1,516 ======= -------------------------------------------------------------------------------- Description Contracts Value (000) -------------------------------------------------------------------------------- Schedule of Open Options Written Written Options -- (8.7)%*++ S&P 500 Index, Call Option Expires 06/30/14, Strike Price $1,775 (12) $ (134) Expires 04/19/14, Strike Price $1,900 (5) (3) Expires 06/21/14, Strike Price $1,700 (12) (210) Expires 01/17/15, Strike Price $2,000 (10) (29) Expires 09/30/14, Strike Price $1,825 (12) (112) Expires 04/04/14, Strike Price $1,915 (5) -- Expires 12/31/14, Strike Price $2,000 (12) (33) Expires 04/11/14, Strike Price $1,890 (5) (3) Expires 12/20/14, Strike Price $1,825 (12) (129) Expires 04/25/14, Strike Price $1,900 (5) (4) S&P 500 Index, Put Option Expires 06/30/14, Strike Price $1,500 (6) (2) Expires 04/19/14, Strike Price $1,820 (5) (3) Expires 01/17/15, Strike Price $1,725 (5) (29) Expires 12/20/14, Strike Price $1,475 (6) (10) Expires 06/21/14, Strike Price $1,400 (6) (1) Expires 04/04/14, Strike Price $1,835 (5) (1) Expires 12/31/14, Strike Price $1,700 (6) (30) Expires 04/11/14, Strike Price $1,800 (5) (1) Expires 09/30/14, Strike Price $1,600 (6) (11) Expires 04/25/14, Strike Price $1,820 (5) (5) SPDR S&P 500 Index, Call Option Expires 03/20/15, Strike Price $205 (100) (25) SPDR S&P 500 Index, Put Option Expires 03/20/15, Strike Price $175 (50) (40) ------- Total Written Options (Premiums Received $657) (000) $ (815) ======= ++ See Note 2 in Notes to Financial Statements for additional information. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 13 [RIVERPARK LOGO] RiverPark Structural Alpha Fund March 31, 2014 (Unaudited) The open futures contracts contracts held by the Fund at March 31, 2014 are as follows: Number of Unrealized Type of Contracts Expiration Depreciation Counterparty Contract Long (Short) Date (000) -------------------------------------------------------------------------------- Interactive S&P 500 Brokers LLC Index E-MINI (24) Jun-2014 $ (1) ======= The following is summary of inputs used as of March 31, 2014 in valuing the Fund's investments and other financial instruments carried at value (000):
Investments in Securities Level 1 Level 2 Level 3 Total ------- ------- ------- ----- U.S. Treasury Obligations $ -- $ 4,000 $ -- $ 4,000 Commercial Paper -- 499 -- 499 Time Deposit -- 3,491 -- 3,491 --------- --------- ---------- --------- Total Investments in Securities $ -- $ 7,990 $ -- $ 7,990 ========= ========= ========== ========= Other Financial Instruments Level 1 Level 2 Level 3 Total ------- ------- ------- ----- Purchased Options $ 1,516 $ -- $ -- $ 1,516 Written Options (815) -- -- (815) Futures Contracts* Unrealized Depreciation (1) -- -- (1) --------- --------- ---------- -------- Total Other Financial Instruments $ 700 $ -- $ -- $ 700 ========= ========= ========== ========
* Futures contracts are valued at the unrealized depreciation on the instrument. See Note 2 in Notes to Financial Statements for additional information. Please see Note 2 in Notes to Financial Statements for further information regarding fair value measurements. Percentages are based on Net Assets of $9,419 (000). * Non-income producing security. (a) Zero coupon security. The rate reported on the Schedule of Investments is the effective yield at time of purchase. (b) Pledged as collateral for open futures contracts. S&P -- Standard & Poor's SPDR -- Standard & Poor's Depositary Receipts Amounts designated as "-" are $0 or rounded to $0. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 14 [RIVERPARK LOGO] RiverPark Strategic Income Fund March 31, 2014 (Unaudited) -------------------------------------------------------------------------------- Sector Weighting+ 67.4% Corporate Obligations 13.7% Time Deposit 9.6% Bank Loan Obligations 4.8% Asset-Backed Security 3.8% Commercial Paper 0.6% Preferred Stock 0.1% Warrant + Percentages are based on total investments. -------------------------------------------------------------------------------- Face Amount Description (000) Value (000) -------------------------------------------------------------------------------- Schedule of Investments Corporate Obligations -- 69.9% Consumer Discretionary -- 21.5% American Achievement 10.875%, 04/15/16 (a) $ 2,235 $ 2,364 American Greetings 7.375%, 12/01/21 300 316 American Media 11.500%, 12/15/17 3,278 3,581 Brightstar 9.500%, 12/01/16 (a) 100 109 Caesars Entertainment Resort Properties 8.000%, 10/01/20 (a) 1,750 1,851 Cambium Learning Group 9.750%, 02/15/17 3,910 3,969 Cedar Fair 9.125%, 08/01/18 71 76 Checkers Drive-In Restaurants 11.000%, 12/01/17 (a) 1,400 1,568 Claire's Stores 6.125%, 03/15/20 (a) 1,630 1,536 Easton-Bell Sports 9.750%, 12/01/16 4,768 5,030 Express 8.750%, 03/01/18 1,150 1,206 HOA Restaurant Group 11.250%, 04/01/17 (a) 6,075 6,455 International Game Technology 3.250%, 05/01/14 2,100 2,102 LBI Media 9.250%, 04/15/19 (a) 6,945 7,223 Lee Enterprises 9.500%, 03/15/22 (a) 1,225 1,265 McClatchy 9.000%, 12/15/22 2,050 2,396 McGraw-Hill Global Education Holdings 9.750%, 04/01/21 (a) 1,620 1,847 -------------------------------------------------------------------------------- Face Amount Description (000) Value (000) -------------------------------------------------------------------------------- Nord Anglia Education UK Holdings 10.250%, 04/01/17 (a) $ 3,500 $ 3,920 Postmedia Network 12.500%, 07/15/18 1,425 1,571 RR Donnelley & Sons 6.500%, 11/15/23 100 106 Townsquare Radio 9.000%, 04/01/19 (a) 100 111 ------ 48,602 ------ Consumer Staples -- 8.9% Beverages & More 10.000%, 11/15/18 500 518 Rite-Aid 10.250%, 10/15/19 1,500 1,658 Safeway 4.750%, 12/01/21 2,900 2,969 Simmons Foods 10.500%, 11/01/17 4,500 4,899 Southern States Cooperative 10.000%, 08/15/21 (a) 6,440 6,496 US Foods 8.500%, 06/30/19 3,183 3,448 ------ 19,988 ------ Energy -- 4.6% BreitBurn Energy Partners 7.875%, 04/15/22 1,000 1,088 Drill Rigs Holdings 6.500%, 10/01/17 (a) 490 513 Express Pipeline 7.390%, 12/31/17 (a) 1,662 1,820 Niska Gas Storage Canada ULC 6.500%, 04/01/19 (a) 3,000 2,966 Westmoreland Coal 10.750%, 02/01/18 1,925 2,108 Westmoreland Escrow 10.750%, 02/01/18 (a) 1,633 1,788 ------ 10,283 ------ Financials -- 1.1% Fifth Street Finance 4.875%, 03/01/19 500 512 Jefferies Finance 6.875%, 04/15/22 (a) 1,500 1,519 Toll Road Investors Partnership 4.565%, 02/15/45 (a) (b) 2,045 404 ----- 2,435 ----- Health Care -- 3.1% Prospect Medical Holdings 8.375%, 05/01/19 (a) 1,090 1,199 The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 15 [RIVERPARK LOGO] RiverPark Strategic Income Fund March 31, 2014 (Unaudited) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Face Amount Description (000) Value (000) -------------------------------------------------------------------------------- Valeant Pharmaceuticals International 6.750%, 08/15/21 (a) $ 60 $ 65 Warner Chilcott 7.750%, 09/15/18 5,350 5,718 ----- 6,982 ----- Industrials -- 12.2% American Airlines 7.500%, 03/15/16 (a) 4,620 4,814 Avis Budget Car Rental 8.250%, 01/15/19 27 29 B/E Aerospace 5.250%, 04/01/22 1,000 1,034 Beverage Packaging Holdings Luxembourg II 5.625%, 12/15/16 (a) 2,640 2,712 Casella Waste Systems 7.750%, 02/15/19 2,000 2,085 Cenveo 8.875%, 02/01/18 3,120 3,198 Continental Airlines Pass-Through Trust, Ser 2007-1, Cl A 5.983%, 04/19/22 215 244 Dispensing Dynamics International 12.500%, 01/01/18 (a) 4,570 4,981 JB Poindexter 9.000%, 04/01/22 (a) 75 81 Northwest Airlines Pass-Through Trust, Ser 2007-1, Cl A 7.027%, 11/01/19 2,955 3,324 SITEL 11.000%, 08/01/17 (a) 1,134 1,223 Victor Technologies Group 9.000%, 12/15/17 3,580 3,840 ------ 27,565 ------ Information Technology -- 6.2% Alion Science and Technology 12.000%, 11/01/14 2,093 2,084 Fidelity National Information Services 5.000%, 03/15/22 3,175 3,325 Fiserv 3.500%, 10/01/22 1,275 1,247 iGATE 9.000%, 05/01/16 590 622 Stratus Technologies Bermuda 12.000%, 03/29/15 4,095 4,566 Stream Global Services 11.250%, 10/01/14 2,116 2,116 ------ 13,960 ------ Materials -- 8.0% American Piping Products 12.875%, 11/15/17 (a) 3,650 3,915 -------------------------------------------------------------------------------- Face Amount Description (000) Value (000) -------------------------------------------------------------------------------- Cascades 7.750%, 12/15/17 $ 890 $ 929 Consolidated Minerals 8.875%, 05/01/16 (a) 1,365 1,433 Lansing Trade Group 9.250%, 02/15/19 (a) 2,620 2,633 Tembec Industries 11.250%, 12/15/18 4,640 5,092 Verso Paper Holdings 11.750%, 01/15/19 3,780 4,092 ------ 18,094 ------ Telecommunication Services -- 4.3% Earthlink 8.875%, 05/15/19 30 30 Goodman Networks 12.125%, 07/01/18 3,340 3,566 Qwest 7.500%, 10/01/14 1,538 1,588 Satelites Mexicanos 9.500%, 05/15/17 348 372 Sprint Communications 6.000%, 11/15/22 3,500 3,583 T-Mobile USA 6.500%, 01/15/24 250 263 6.125%, 01/15/22 250 263 ------ 9,665 ------ Total Corporate Obligations (Cost $155,698) (000) 157,574 ------- Asset-Backed Security -- 5.0% Other Asset-Backed Securities -- 5.0% Master Asset Vehicle II, Ser 2009-2, Cl A1 0.775%, 07/15/56 (c) (Cost $11,364) (000) 13,209 11,201 ------ Commercial Paper -- 4.0% Ford Motor Credit 0.652%, 07/15/14 2,000 1,997 Weatherford International 0.879%, 04/09/14 (a) 7,000 7,000 ----- Total Commercial Paper (Cost $8,995) (000) 8,997 ----- The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 16 [RIVERPARK LOGO] RiverPark Strategic Income Fund March 31, 2014 (Unaudited) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Shares/Face Description Amount (000) Value (000) -------------------------------------------------------------------------------- Preferred Stock -- 0.6% Commonwealth REIT 7.500%, 11/15/19 (Cost $1,359) (000) 65 $ 1,366 ------- Warrant -- 0.0% Lee Enterprises* (Cost $--) (000) 96,200 135 ------- Bank Loan Obligations -- 9.9% Armored Autogroup 6.000%, 11/05/16 $ 964 969 0.000%, 11/05/16 (d) 1,000 1,006 Cengage Learning Acquisitions 0.000%, 03/06/20 (c) (d) 250 253 El Pollo Loco 9.500%, 04/03/19 (c) 250 254 Lee Enterprises 0.000%, 03/21/19 (d) 4,200 4,200 0.000%, 12/21/22 (d) 2,405 2,525 Radio One 7.500%, 03/31/16 997 1,021 Salix Pharmaceuticals 4.250%, 12/17/19 494 498 SBP Holdings I 0.000%, 03/24/22 (d) 2,600 2,587 Travel Leaders Group 8.250%, 11/23/18 (c) 2,963 2,925 0.000%, 11/25/19 (d) 1,000 988 Travelport LLC 9.500%, 01/31/16 5,000 5,162 ------ Total Bank Loan Obligations (Cost $22,199) (000) 22,388 ------ Time Deposit -- 14.2% Brown Brothers, 0.030%, 04/01/14 (Cost $31,940) (000) 31,940 31,940 ------ Total Investments -- 103.6% (Cost $231,555) (000) $ 233,601 ========= The following is summary of inputs used as of March 31, 2014 in valuing the Fund's investments and other financial instruments carried at value (000):
Investments in Securities Level 1 Level 2 Level 3 Total ------- ------- ------- ----- Corporate Obligations $ -- $ 157,574 $ -- $ 157,574 Asset-Backed Security -- 11,201 -- 11,201 Commercial Paper -- 8,997 -- 8,997 Preferred Stock 1,366 -- -- -- Warrant -- 135 -- 135 Bank Loan Obligations -- 22,388 -- 22,388 Time Deposit -- 31,940 -- 31,940 ----------- ----------- -------- --------- Total Investments in Securities $ 1,366 $ 232,235 $ -- $ 233,601 =========== =========== ======== ========= Other Financial Instruments Level 1 Level 2 Level 3 Total ------- ------- ------- ----- Unrealized Depreciation Forwards Contracts * $ -- $ (2) $ -- $ (2) ----------- ----------- -------- --------- Total Other Financial Instruments $ -- $ (2) $ -- $ (2) =========== =========== ======== =========
* Forwards contracts are valued at the unrealized depreciation on the instrument. See Note 2 in Notes to Financial Statements for additional information. A list of the open forward foreign currency contracts held by the Fund at 2014 is as follows++:
Currency Unrealized Settlement to Deliver Currency to Depreciation Counterparty Date (000) Receive (000) (000) -------------------------------------------------------------------------------------------- Brown Brothers Harriman 4/28/14 CAD 12,259 USD 11,080 $ (2) ==========
++ See Note 2 in Notes to Financial Statements for additional information. Percentages are based on Net Assets of $225,433 (000). * Non-income producing security. (a) Securities sold within terms of a private placement memorandum, exempt from registration under Section 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other "accredited investors." These securities have been determined to be liquid under guidelines established by the Board of Trustees. (b) Zero coupon security. The rate reported on the Schedule of Investments is the effective yield at time of purchase. (c) Variable rate security - Rate disclosed is the rate in effect on March 31, 2014. (d) Unsettled bank loan. Interest rate not available as of March 31, 2014. CAD -- Canadian Dollar Cl -- Class LLC -- Limited Liability Company REIT -- Real Estate Investment Trust Ser -- Series USD -- United States Dollar The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 17
Statements of Assets and Liabilities (000) [RIVERPARK FUNDS LOGO] March 31, 2014 (Unaudited) -------------------------------------------------------------------------------- RiverPark RiverPark RiverPark/ RiverPark Long/Short Large Wedgewood Short Term Opportunity Growth Fund Fund High Yield Fund Fund ------------------------------------------------------------------------------------------------------------------------------------ Assets: Investments in Securities, at Value (Note 2) $ 58,353 $ 1,537,381 $ 888,649 $ 150,957 Deposits with Brokers for Securities Sold Short -- -- -- 52,350 Receivable for Capital Shares Sold 1,313 7,771 3,084 344 Prepaid Expenses 22 87 40 43 Receivable for Dividend and Interest Income 7 772 23,466 11 Cash Collateral on Swap Contracts -- -- -- 250 Receivable for Investment Securities Sold -- -- 24,023 4,533 Receivable for Swap Reset -- -- -- 28 ------ --------- ------- ------- Total Assets 59,695 1,546,011 939,262 208,516 ------ --------- ------- ------- Liabilities: Securities Sold Short, at Value (Note 2) -- -- -- 74,438 Payable for Investment Securities Purchased 2,318 13,403 36,555 3,598 Payable for Capital Shares Redeemed 36 1,108 1,035 18 Income Distribution Payable -- -- 484 -- Unrealized Depreciation on Forward Foreign Currency Contracts -- -- 37 -- Dividends Payable on Securities Sold Short -- -- -- 103 Payable Due to Shareholder Servicing Agent (Note 3) 41 453 180 60 Payable Due to Adviser (Note 3) 30 828 495 199 Payable Due to Administrative Services Plan, Institutional Class Shares (Note 3) -- 297 96 7 Payable Due to Administrative Services Plan, Retail Class Shares (Note 3) 14 153 172 13 Payable Due to Administrator 4 113 68 10 Chief Compliance Officer Fees Payable -- 7 4 1 Payable Due to Trustees -- 13 9 1 Other Accrued Expenses 6 226 148 18 ---------- ----------- ----------- ---------- Total Liabilities 2,449 16,601 39,283 78,466 ---------- ----------- ----------- ---------- Net Assets $ 57,246 $ 1,529,410 $ 899,979 $ 130,050 ========== =========== =========== ========== Net Assets Consist of: Paid-in Capital $ 46,426 $ 1,211,577 $ 899,702 $ 120,833 Undistributed Net Investment Income (Accumulated Net Investment Loss) 90 (185) 5,082 (815) Accumulated Net Realized Gain (Loss) on Investments, Securities Sold Short, Purchased and Written Options and Swap Contracts 685 44,586 (875) (4,081) Net Unrealized Appreciation (Depreciation) on Investments and Securities Sold Short 10,045 273,432 (3,895) 14,113 Net Unrealized Depreciation on Forward Foreign Currency Contracts -- -- (37) -- Net Unrealized Appreciation on Foreign Currency Translation -- -- 2 -- ---------- ----------- ----------- ------------ Net Assets $ 57,246 $ 1,529,410 $ 899,979 $ 130,050 ========== =========== =========== ============ Investments in Securities, at Cost $ 48,308 $ 1,263,949 $ 892,544 $ 129,492 Securities Sold Short, Proceeds -- -- -- 67,086 Net Assets - Institutional Class Shares(1) $ 9,912,644 $ 1,023,768,761 $ 674,163,928 $ 30,463,706 ============ =============== ============= ============ Net Assets - Retail Class Shares(1) $ 47,332,886 $ 505,641,272 $ 225,815,210 $ 99,585,820 ============ =============== ============= ============ Institutional Class Shares: Outstanding Shares of Beneficial Interest(1) (Unlimited Authorization -- No Par Value) 543,511 56,788,677 67,423,210 2,840,049 ========= ========== ========== ========= Retail Class Shares: Outstanding Shares of Beneficial Interest(1) (Unlimited Authorization -- No Par Value) 2,609,735 28,274,924 22,624,839 9,314,244 ========= ========== ========== ========= Institutional Class Shares: Net Asset Value, Offering and Redemption Price Per Share -- Institutional Class Shares $18.24 $18.03 $10.00 $10.73 ========= ========== ========== ========= Retail Class Shares: Net Asset Value, Offering and Redemption Price Per Share -- Retail Class Shares $18.14 $17.88 $9.98 $10.69 ========= ========== ========== ========= (1) Shares and Net Assets have not been rounded.
Amounts designated as "--" are either not applicable, $0 or have been rounded to $0. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 18
Statements of Assets and Liabilities (000) [RIVERPARK FUNDS LOGO] March 31, 2014 (Unaudited) -------------------------------------------------------------------------------- RiverPark RiverPark/Gargoyle RiverPark Structural Strategic Hedged Value Fund Alpha Fund Income Fund ------------------------------------------------------------------------------------------------------------------------------------ Assets: Investments in Securities, at Value (Note 2) $ 49,202 $ 7,990 $ 233,601 Purchased Options, at Value -- 1,516 -- Cash 350 -- -- Deposits with Brokers for Options and Futures Contracts -- 586 -- Receivable for Capital Shares Sold 2,591 5 2,246 Receivable for Investment Securities Sold 43 357 1,953 Prepaid Expenses 28 9 11 Receivable for Dividend and Interest Income 26 -- 4,132 Deferred Offering Costs -- 11 -- ------ ------ ------- Total Assets 52,240 10,474 241,943 ------ ------ ------- Liabilities: Written Options, at Value (Note 2) 752 815 -- Payable for Investment Securities Purchased 2,811 207 15,677 Income Distribution Payable -- -- 18 Unrealized Depreciation on Forward Foreign Currency Contracts -- -- 2 Payable for Capital Shares Redeemed -- -- 566 Payable Due to Adviser (Note 3) 44 6 117 Payable Due to Administrator 3 1 14 Payable Due to Shareholder Servicing Agent (Note 3) 2 -- 67 Payable Due to Trustees 1 -- -- Payable Due to Administrative Services Plan, Institutional Class Shares (Note 3) 1 3 -- Payable Due to Administrative Services Plan, Retail Class Shares (Note 3) 1 -- 26 Chief Compliance Officer Fees Payable -- -- 1 Variation Margin Payable -- 17 -- Other Accrued Expenses 11 6 22 ----------- --------- ----------- Total Liabilities 3,626 1,055 16,510 ----------- --------- ----------- Net Assets $ 48,614 $ 9,419 $ 225,433 =========== ========= =========== Net Assets Consist of: Paid-in Capital $ 38,281 $ 9,211 $ 222,746 Undistributed Net Investment Income (Accumulated Net Investment Loss) 13 (82) 471 Accumulated Net Realized Gain (Loss) on Investments, Purchased and Written Options and Futures Contracts 340 (242) 172 Net Unrealized Appreciation on Investments 9,640 1 2,046 Net Unrealized Appreciation on Purchased and Written Options 340 532 -- Net Unrealized Depreciation on Futures Contracts -- (1) -- Net Unrealized Depreciation on Forward Foreign Currency Contracts -- -- (2) ------------ ----------- ------------- Net Assets $ 48,614 $ 9,419 $ 225,433 ============ =========== ============= Investments in Securities, at Cost $ 39,562 $ 7,989 $ 231,555 Purchased Options, at Cost -- 826 -- Written Options, Premiums Received 1,092 657 -- Net Assets - Institutional Class Shares(1) $ 35,560,599 $ 8,706,167 $ 54,966,704 ============ =========== ============ Net Assets - Retail Class Shares(1) $ 13,052,926 $ 713,203 $170,466,232 ============ =========== ============ Institutional Class Shares: Outstanding Shares of Beneficial Interest(1) (Unlimited Authorization -- No Par Value) 2,562,019 850,489 5,324,756 ============ =========== ============ Retail Class Shares: Outstanding Shares of Beneficial Interest(1) (Unlimited Authorization -- No Par Value) 942,801 69,797 16,507,248 ============ =========== ============ Institutional Class Shares: Net Asset Value, Offering and Redemption Price Per Share -- Institutional Class Shares $13.88 $10.24 $10.32 ============ =========== ============ Retail Class Shares: Net Asset Value, Offering and Redemption Price Per Share -- Retail Class Shares $13.84 $10.22 $10.33 ============ =========== ============
(1) Shares and Net Assets have not been rounded. Amounts designated as "--" are either not applicable, $0 or have been rounded to $0. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 19 Statements of Operations (000) For the Six Month Period Ended March 31, 2014 (Unaudited) [RIVERPARK LOGO] --------------------------------------------------------------------------------
RiverPark RiverPark RiverPark Large RiverPark Short Term Long/Short Growth Wedgewood High Yield Opportunity Fund Fund Fund Fund ------------------------------------------------------------------------------------------------------------------------------------ Investment Income: Dividends $ 244 $ 6,071 $ 331 $ 767 Interest -- 15 25,760 2 Foreign Taxes Withheld -- -- -- (1) ------- ------- ------- ------- Total Investment Income 244 6,086 26,091 768 ======= ======= ======= ======= Expenses: Investment Advisory Fees (Note 3) 133 4,385 2,898 838 Shareholder Service Fees(1) (Note 3) 42 439 314 94 Administrative Services Fee, Institutional Class Shares (Note 3) 3 304 282 6 Administrative Services Fee, Retail Class Shares (Note 3) 20 -- 137 8 Administrator Fees (Note 3) 19 616 407 51 Chief Compliance Officer Fees (Note 3) 1 15 10 2 Trustees' Fees (Note 3) -- 10 6 1 Registration Fees 13 71 33 18 Transfer Agent Fees 9 294 195 24 Professional Fees 2 62 42 5 Custodian Fees 1 10 10 1 Printing Fees 1 31 21 2 Dividend Expense -- -- -- 540 Stock Loan Fee -- -- -- 183 Insurance and Other Fees 1 34 28 5 ------- ------- ------- ------- Total Expenses 245 6,271 4,383 1,778 ------- ------- ------- ------- Advisor Waiver Recapture (Note 3) 1 -- -- 42 ------- ------- ------- ------- Net Expenses 246 6,271 4,383 1,820 ------- ------- ------- ------- Net Investment Income (Loss) (2) (185) 21,708 (1,052) ------- ------- ------- ------- Net Realized and Unrealized Gain (Loss): Net Realized Gain (Loss) From: Investments 852 64,565 (731) 2,786 Securities Sold Short -- -- -- (2,961) Purchased Options -- -- -- 75 Written Options -- -- -- 15 Swap Contracts -- -- -- 1,321 Forward Foreign Currency Contracts -- -- 90 -- Foreign Currency Transactions -- -- (31) (2) Net Change in Unrealized Appreciation (Depreciation) on: Investments 3,608 94,207 (2,255) 9,213 Securities Sold Short -- -- -- (3,501) Purchased Options -- -- -- (30) Written Options -- -- -- (15) Forward Foreign Currency Contracts -- -- (93) -- Foreign Currency Translation -- -- 4 -- --------- --------- ----------- --------- Net Realized and Unrealized Gain (Loss) 4,460 158,772 (3,016) 6,901 --------- --------- ----------- --------- Net Increase in Net Assets Resulting from Operations $ 4,458 $ 158,587 $ 18,692 $ 5,849 ========= ========= =========== =========
(1) Attributable to Retail Class Shares only. Amounts designated as "--" are either not applicable, $0 or have been rounded to $0. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 20 Statements of Operations (000) For the Six Month Period Ended March 31, 2014 (Unaudited) [RIVERPARK LOGO] --------------------------------------------------------------------------------
RiverPark/Gargoyle RiverPark Structural RiverPark Strategic Hedged Value Fund Alpha Fund Income Fund ------------------------------------------------------------------------------------------------------------------------------------ Investment Income: Dividends $ 294 $ -- $ 4 Interest -- 2 3,437 Foreign Taxes Withheld -- -- -- --------- ------ --------- Total Investment Income 294 2 3,441 --------- ------ --------- Expenses: Investment Advisory Fees (Note 3) 175 66 326 Shareholder Service Fees(1) (Note 3) 13 1 94 Administrative Services Fee, Institutional Class Shares (Note 3) 3 4 8 Administrative Services Fee, Retail Class Shares (Note 3) 3 1 43 Administrator Fees (Note 3) 18 4 46 Chief Compliance Officer Fees (Note 3) 1 -- 1 Trustees' Fees (Note 3) 1 -- 1 Registration Fees 14 4 8 Transfer Agent Fees 8 2 22 Professional Fees 2 1 4 Custodian Fees 3 -- 1 Printing Fees 1 -- 3 Offering Costs -- 23 29 Insurance and Other Fees 2 2 2 --------- ------ --------- Total Expenses 244 108 588 --------- ------ --------- Fees Waived by Adviser (Note 3) -- (24) -- Advisor Waiver Recapture (Note 3) 15 -- 8 --------- ------ --------- Net Expenses 259 84 596 --------- ------ --------- Net Investment Income (Loss) 35 (82) 2,845 --------- ------ --------- Net Realized and Unrealized Gain (Loss): Net Realized Gain (Loss) From: Investments 2,420 (3) (46) Purchased Options -- 395 -- Written Options (2,300) (270) -- Futures Contracts -- (118) -- Forward Foreign Currency Contracts -- -- 166 Foreign Currency Transactions -- -- 56 Net Change in Unrealized Appreciation (Depreciation) on: Investments 3,629 1 2,046 Purchased Options -- 526 -- Written Options 573 (178) -- Futures Contracts -- (12) -- Forward Foreign Currency Contracts -- -- (2) --------- ------ --------- Net Realized and Unrealized Gain 4,322 341 2,220 --------- ------ --------- Net Increase in Net Assets Resulting from Operations $ 4,357 $ 259 $ 5,065 --------- ------ ---------
(1) Attributable to Retail Class Shares only. Amounts designated as "--" are either not applicable, $0 or have been rounded to $0. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 21 Statements of Changes in Net Assets (000) [RIVERPARK LOGO] --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ RiverPark Large Growth Fund RiverPark/Wedgewood Fund ------------------------------------------------------------------------------------------------------------------------------------ Six Month Six Month Period Ended Period Ended March 31, 2014 Year Ended March 31, 2014 Year Ended (Unaudited) September 30, 2013 (Unaudited) September 30, 2013 ------------------------------------------------------------------------------------------------------------------------------------ Operations: Net Investment Income (Loss) $ (2) $ 28 $ (185) $ (1,056) Net Realized Gain on Investments 852 223 64,565 785 Net Change in Unrealized Appreciation of Investments 3,608 5,176 94,207 136,807 --------- ------ -------- --------- Net Increase in Net Assets Resulting from Operations 4,458 5,427 158,587 136,536 --------- ------ -------- --------- Distributions to Shareholders From: Net Investment Income: Institutional Class Shares (15) (7) -- -- Retail Class Shares (3) (15) -- -- Net Realized Gains: Institutional Class Shares (54) (17) (13,609) (1,058) Retail Class Shares (228) (74) (5,917) (540) -------- ------ ------- --------- Total Distributions to Shareholders (300) (113) (19,526) (1,598) -------- ------ ------- --------- Capital Share Transactions: Institutional Class Shares: Shares Issued 2,758 1,421 178,156 590,737 Shares Issued as Reinvestment of Distributions 69 24 10,874 755 Shares Redeemed (11) -- (96,795) (132,831) -------- ------ -------- --------- Net Increase in Net Assets from Institutional Class Shares Transactions 2,816 1,445 92,235 458,661 -------- ------ -------- --------- Retail Class Shares: Shares Issued 19,967 10,639 140,567 200,284 Shares Issued as Reinvestment of Distributions 231 89 5,873 536 Shares Redeemed (2,446) (4,154) (29,013) (66,330) -------- -------- -------- -------- Net Increase in Net Assets from Retail Class Shares Transactions 17,752 6,574 117,427 134,490 -------- -------- -------- -------- Net Increase in Net Assets from Capital Share Transactions 20,568 8,019 209,662 593,151 -------- -------- -------- -------- Net Increase in Net Assets 24,726 13,333 348,723 728,089 Net Assets: Beginning of Period 32,520 19,187 1,180,687 452,598 -------- -------- -------- -------- End of Period $ 57,246 $ 32,520 $ 1,529,410 $ 1,180,687 ======== ======== ============ ============ Undistributed Net Investment Income $ 90 $ 110 $ (185) $ -- ======== ======== ============ ============ Shares Issued and Redeemed: Institutional Class Shares: Shares Issued 154 98 10,225 40,167 Shares Issued as Reinvestment of Distributions 4 2 639 54 Shares Redeemed (1) -- (5,561) (8,834) -------- -------- -------- -------- Net Increase in Institutional Class Shares 157 100 5,303 31,387 -------- -------- -------- -------- Retail Class Shares: Shares Issued 1,115 737 8,103 13,521 Shares Issued as Reinvestment of Distributions 13 7 348 39 Shares Redeemed (138) (289) (1,689) (4,608) -------- -------- -------- -------- Net Increase in Retail Class Shares 990 455 6,762 8,952 -------- -------- -------- -------- Net Increase in Share Transactions 1,147 555 12,065 40,339 ======== ======== ============ ============
Amounts designated as "--" are either not applicable, $0 or have been rounded to $0. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 22 Statements of Changes in Net Assets (000) [RIVERPARK LOGO] --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ RiverPark Short Term High Yield Fund RiverPark Long/Short Opportunity Fund ------------------------------------------------------------------------------------------------------------------------------------ Six Month Six Month Period Ended Period Ended March 31, 2014 Year Ended March 31, 2014 Year Ended (Unaudited) September 30, 2013 (Unaudited) September 30, 2013 ------------------------------------------------------------------------------------------------------------------------------------ Operations: Net Investment Income (Loss) $ 21,708 $ 20,685 $ (1,052) $ (1,164) Net Realized Gain (Loss) on Investments, Purchased and Written Options, Swap Contracts, Securities Sold Short, Forward Foreign Currency Contracts and Foreign Currency Transactions (672) (2,507) 1,234 (4,634) Net Change in Unrealized Appreciation (Depreciation) on Investments, Purchased and Written Options, Swap Contracts, Securities Sold Short, Forward Foreign Currency Contracts and Foreign Currency Transactions (2,344) (1,829) 5,667 7,906 ---------- ----------- ---------- ---------- Net Increase in Net Assets Resulting from Operations 18,692 16,349 5,849 2,108 ---------- ----------- ---------- ---------- Distributions to Shareholders From: Net Investment Income: Institutional Class Shares (12,239) (11,095) -- -- Retail Class Shares (4,416) (7,170) -- -- Net Realized Gains: Institutional Class Shares -- -- -- (199) Retail Class Shares -- -- -- (48) ---------- ----------- ---------- ---------- Total Distributions to Shareholders (16,655) (18,265) -- (247) ---------- ----------- ---------- ---------- Capital Share Transactions: Institutional Class Shares: Shares Issued 141,572 586,205 4,477 17,104 Shares Issued as Reinvestment of Distributions 9,983 9,555 -- 198 Shares Redeemed (66,027) (107,432) (2,305) (10,742) ---------- ----------- ---------- ---------- Net Increase in Net Assets from Institutional Class Shares Transactions 85,528 488,328 2,172 6,560 ---------- ----------- ---------- ---------- Retail Class Shares: Shares Issued 65,776 271,780 52,191 77,444 Shares Issued as Reinvestment of Distributions 4,308 7,025 -- 47 Shares Redeemed (130,747) (90,065) (29,258) (11,112) ---------- ----------- ---------- ---------- Net Increase (Decrease) in Net Assets from Retail Class Shares Transactions (60,663) 188,740 22,933 66,379 ---------- ----------- ---------- ---------- Net Increase in Net Assets from Capital Share Transactions 24,865 677,068 25,105 72,939 ---------- ----------- ---------- ---------- Net Increase in Net Assets 26,902 675,152 30,954 74,800 Net Assets: Beginning of Period 873,077 197,925 99,096 24,296 ---------- ----------- ---------- ---------- End of Period $ 899,979 $ 873,077 $ 130,050 $ 99,096 ========== =========== ========== ========== Undistributed Net Investment Income (Accumulated Net Investment Loss) $ 5,082 $ 29 $ (815) $ 237 ========== =========== ========== ========== Shares Issued and Redeemed: Institutional Class Shares: Shares Issued 14,144 58,659 413 1,733 Shares Issued as Reinvestment of Distributions 998 958 -- 21 Shares Redeemed (6,597) (10,756) (215) (1,084) ---------- ----------- ---------- ---------- Net Increase in Institutional Class Shares 8,545 48,861 198 670 ---------- ----------- ---------- ---------- Retail Class Shares: Shares Issued 6,582 27,217 4,843 7,882 Shares Issued as Reinvestment of Distributions 431 705 -- 5 Shares Redeemed (13,061) (9,026) (2,716) (1,125) ---------- ----------- ---------- ---------- Net Increase (Decrease) in Retail Class Shares (6,048) 18,896 2,127 6,762 ---------- ----------- ---------- ---------- Net Increase in Share Transactions 2,497 67,757 2,325 7,432 ========== =========== ========== ==========
Amounts designated as "--" are either not applicable, $0 or have been rounded to $0. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 23 Statements of Changes in Net Assets (000) [RIVERPARK LOGO] --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ RiverPark/Gargoyle Hedged Value Fund RiverPark Structural Alpha Fund ------------------------------------------------------------------------------------------------------------------------------------ Six Month Six Month Period Ended Period Ended March 31, 2014 Year Ended March 31, 2014 Year Ended (Unaudited) September 30, 2013 (Unaudited) September 30, 2013 ------------------------------------------------------------------------------------------------------------------------------------ Operations: Net Investment Income (Loss) $ 35 $ 196 $ (82) $ (37) Net Realized Gain (Loss) on Investments, Purchased and Written Options and Futures Contracts 120 106 4 (51) Net Change in Unrealized Appreciation on Investments, Purchased and Written Options and Futures Contracts 4,202 5,194 337 195 ------ ------- ------- ------- Net Increase in Net Assets Resulting from Operations 4,357 5,496 259 107 ------ ------- ------- ------- Distributions to Shareholders From: Net Investment Income: Institutional Class Shares (128) (132) -- -- Retail Class Shares (31) (14) -- -- Net Realized Gains: Institutional Class Shares (215) (340) (141) -- Retail Class Shares (78) (37) (17) -- ------ ------- ------- ------- Total Distributions to Shareholders (452) (523) (158) -- ------ ------- ------- ------- Capital Share Transactions: Institutional Class Shares: Shares Issued 13,610 885 1,311 1,252 Shares Issued in Connection with In-Kind Contribution (see Note 5) -- -- -- 7,310 Shares Issued as Reinvestment of Distributions 298 468 141 -- Shares Redeemed (1,270) (2,257) (964) (547) ------ ------- ------- ------- Net Increase (Decrease) in Net Assets from Institutional Class Shares Transactions 12,638 (904) 488 8,015 ------ ------- ------- ------- Retail Class Shares: Shares Issued 5,560 9,589 608 891 Shares Issued as Reinvestment of Distributions 102 50 17 -- Shares Redeemed (2,247) (2,353) (798) (10) ------ ------- ------- ------- Net Increase (Decrease) in Net Assets from Retail Class Shares Transactions 3,415 7,286 (173) 881 ------ ------- ------- ------- Net Increase in Net Assets from Capital Share Transactions 16,053 6,382 315 8,896 ------ ------- ------- ------- Net Increase in Net Assets 19,958 11,355 416 9,003 Net Assets: Beginning of Period 28,656 17,301 9,003 -- ------ ------- ------- ------- End of Period $ 48,614 $ 28,656 $ 9,419 $ 9,003 ====== ======= ======= ======= Undistributed Net Investment Income (Accumulated Net Investment Loss) $ 13 $ 137 $ (82) $ -- ====== ======= ======= ======= Shares Issued and Redeemed: Institutional Class Shares: Shares Issued 1,021 79 129 125 Shares Issued in Connection with In-Kind Contribution (see Note 5) -- -- -- 731 Shares Issued as Reinvestment of Distributions 23 45 14 -- Shares Redeemed (95) (205) (95) (54) ------ ------- ------- ------- Net Increase (Decrease) in Institutional Class Shares 949 (81) 48 802 ------ ------- ------- ------- Retail Class Shares: Shares Issued 418 843 60 88 Shares Issued as Reinvestment of Distributions 8 5 2 -- Shares Redeemed (169) (202) (79) (1) ------ ------- ------- ------- Net Increase (Decrease) in Retail Class Shares 257 646 (17) 87 ------ ------- ------- ------- Net Increase in Share Transactions 1,206 565 31 889 ====== ======= ======= =======
* Fund commenced operations on June 28, 2013. Amounts designated as "--" are either not applicable, $0 or have been rounded to $0. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 24 Statements of Changes in Net Assets (000) [RIVERPARK LOGO] --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ RiverPark Strategic Income Fund ------------------------------------------------------------------------------------------------------------------------------------ Six Month Period Ended March 31, 2014 Year Ended (Unaudited) September 30, 2013 ------------------------------------------------------------------------------------------------------------------------------------ Operations: Net Investment Income $ 2,845 $ -- Net Realized Gain on Investments, Forward Foreign Currency Contracts and Foreign Currency Transactions 176 -- Net Change in Unrealized Appreciation of Investments, Forward Foreign Currency Contracts and Foreign Currency Translation 2,044 -- ----- ------ Net Increase in Net Assets Resulting from Operations 5,065 -- ----- ------ Distributions to Shareholders From: Net Investment Income: Institutional Class Shares (639) -- Retail Class Shares (1,735) -- Net Realized Gains: Institutional Class Shares (1) -- Retail Class Shares (3) -- ------ ------ Total Distributions to Shareholders (2,378) -- ------ ------ Capital Share Transactions: Institutional Class Shares: Shares Issued 55,266 2,000 Shares Issued as Reinvestment of Distributions 613 -- Shares Redeemed (3,591) -- ------ ------ Net Increase in Net Assets from Institutional Class Shares Transactions 52,288 2,000 ------ ------ Retail Class Shares: Shares Issued 173,546 75 Shares Issued as Reinvestment of Distributions 1,734 -- Shares Redeemed (6,897) -- ------- ------ Net Increase in Net Assets from Retail Class Shares Transactions 168,383 75 ------- ------ Net Increase in Net Assets from Capital Share Transactions 220,671 2,075 ------- ------ Net Increase in Net Assets 223,358 2,075 Net Assets: Beginning of Period 2,075 -- ------- ------ End of Period $ 225,433 $ 2,075 ======= ====== Undistributed Net Investment Income $ 471 $ -- ======= ====== Shares Issued and Redeemed: Institutional Class Shares: Shares Issued 5,417 200 Shares Issued as Reinvestment of Distributions 60 -- Shares Redeemed (352) -- ----- ------ Net Increase in Institutional Class Shares 5,125 200 ----- ------ Retail Class Shares: Shares Issued 17,003 8 Shares Issued as Reinvestment of Distributions 169 -- Shares Redeemed (673) -- ------ ------ Net Increase in Retail Class Shares 16,499 8 ------ ------ Net Increase in Share Transactions 21,624 208 ====== ======
* Fund commenced operations on September 30, 2013. Amounts designated as "--" are either not applicable, $0 or have been rounded to $0. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 25 Financial Highlights For a Share Outstanding Throughout Each Period For the Six Month Period Ended March 31, 2014 (Unaudited) and Year or Period Ended September 30, --------------------------------------------------------------------------------
Net Asset Net Realized and Dividends Value, Investment Unrealized Total from from Net Distributions Distributions Beginning of Income Gains (Losses) Investment Investment from Net from Return Period (Loss) (1) on Investments Operations Income Realized Gains of Capital ------------------------------------------------------------------------------------------------------------------------------------ RiverPark Large Growth Fund Institutional Class Shares 2014(5) $ 16.28 $ 0.02 $ 2.11(2) $ 2.13 $ (0.04) $ (0.13) $ -- 2013 13.27 0.05 3.04 3.09 (0.02) (0.06) -- 2012 10.09 0.01 3.17 3.18 -- -- -- 2011 10.00 (0.01) 0.16(2) 0.15 -- -- (0.06) Retail Class Shares 2014(5) $ 16.18 $ (0.01) $ 2.10 $ 2.09 $ --(3) $ (0.13) $ -- 2013 13.21 0.01 3.03 3.04 (0.01) (0.06) -- 2012 10.07 (0.03) 3.17 3.14 -- -- -- 2011 10.00 (0.04) 0.16(2) 0.12 -- -- (0.05) RiverPark/Wedgewood Fund Institutional Class Shares 2014(5) $ 16.21 $ --(3) $ 2.08 $ 2.08 $ -- $ (0.26) $ -- 2013 13.88 (0.01) 2.38 2.37 -- (0.04) -- 2012 10.32 (0.05) 3.61 3.56 -- -- -- 2011 10.00 (0.06) 0.40(2) 0.34 --(3) -- (0.02) Retail Class Shares 2014(5) $ 16.09 $ (0.01) $ 2.06(2) $ 2.05 $ -- $ (0.26) $ -- 2013 13.82 (0.05) 2.36 2.31 -- (0.04) -- 2012 10.30 (0.08) 3.60 3.52 -- -- -- 2011 10.00 (0.09) 0.40(2) 0.31 -- -- (0.01) RiverPark Short Term High Yield Fund Institutional Class Shares 2014(5) $ 9.98 $ 0.25 $ (0.04) $ 0.21 (0.19) $ -- $ -- 2013 10.01 0.39 (0.07) 0.32 (0.35) -- -- 2012 9.88 0.44 0.08 0.52 (0.39) -- -- 2011 10.00 0.47 (0.15) 0.32 (0.44) -- -- Retail Class Shares 2014(5) $ 9.97 $ 0.23 $ (0.04) $ 0.19 $ (0.18) $ -- $ -- 2013 9.99 0.37 (0.06) 0.31 (0.33) -- -- 2012 9.88 0.42 0.06 0.48 (0.37) -- -- 2011 10.00 0.43 (0.13) 0.30 (0.42) -- --
The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 26 [RIVERPARK LOGO] --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ Ratio of Total Expenses to Average Net Ratio of Net Net Asset Ratio of Net Assets, Excluding Investment Total Value, Total Net Assets, Expenses to Advisor Waiver Income (Loss) to Portfolio Distributions End of Period Return++ End of Period (000) Average Net Assets Recapture Average Net Assets Turnover Rate ------------------------------------------------------------------------------------------------------------------------------------ $ (0.17) $ 18.24 13.13%+ $ 9,913 1.00%(4) 0.97% 0.22% 13% (0.08) 16.28 23.46+ 6,299 1.00 1.06 0.32 45 -- 13.27 31.52+ 3,804 1.00 2.78 0.08 24 (0.06) 10.09 1.44+ 2,667 1.00 9.08 (0.10) 73 $ (0.13) $ 18.14 13.00%+ $ 47,333 1.25%(4) 1.25% (0.07)% 13% (0.07) 16.18 23.15+ 26,221 1.25 1.31 0.06 45 -- 13.21 31.18+ 15,383 1.25 1.74 (0.20) 24 (0.05) 10.07 1.19+ 231 1.25 9.76 (0.32) 73 $ (0.26) $ 18.03 12.92% $ 1,023,769 0.89% 0.89% 0.01% 17% (0.04) 16.21 17.15 834,476 0.92(4) 0.89 (0.06) 20 -- 13.88 34.50+ 279,016 1.00 1.03 (0.40) 24 (0.02) 10.32 3.37+ 33,004 1.00 2.83 (0.59) 48 $ (0.26) $ 17.88 12.89% $ 505,641 1.01% 1.01% (0.10)% 17% (0.04) 16.09 16.79 346,211 1.17(4) 1.14 (0.32) 20 -- 13.82 34.17+ 173,582 1.25 1.27 (0.64) 24 (0.01) 10.30 3.12+ 241 1.25 3.71 (0.78) 48 $ (0.19) $ 10.00 2.12% $ 674,164 0.88% 0.88% 4.97% 59% (0.35) 9.98 3.39 587,334 0.99(4) 0.94 3.88 390 (0.39) 10.01 5.32+ 100,224 1.00 1.12 4.42 611 (0.44) 9.88 3.27+ 18,883 1.00 2.12 4.69 454 $ (0.18) $ 9.98 1.99% $ 225,815 1.23% 1.23% 4.61% 59% (0.33) 9.97 3.14 285,742 1.25(4) 1.21 3.75 390 (0.37) 9.99 4.88+ 97,701 1.25 1.32 4.23 611 (0.42) 9.88 3.06+ 6,083 1.25 2.18 4.28 454
+ Total return would have been lower had certain fees not been waived and/or expenses assumed by Adviser during the period. ++ Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or upon the redemption of Fund shares. (1) Per share data was calculated using average shares for the period. (2) Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the period. (3) Amount represents less than $0.01 per share. (4) Ratio includes previously waived investment advisory fees recovered. (5) Unless otherwise indicated, all ratios for the period have been annualized. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 27 Financial Highlights For a Share Outstanding Throughout Each Period For the Six Month Period Ended March 31, 2014 (Unaudited) and Year or Period Ended September 30,
------------------------------------------------------------------------------------------------------------------------------------ Realized and Net Asset Net Unrealized Dividends Value, Investment Gains Total from from Net Distributions Beginning of Income (Losses) on Investment Investment from Net Total Period (Loss)(6) Investments Operations Income Realized Gains Distributions ------------------------------------------------------------------------------------------------------------------------------------ RiverPark Long/Short Opportunity Fund Institutional Class Shares 2014(5) $ 10.10 $ (0.09) $ 0.72 $ 0.63 $ -- $ -- $ -- 2013 10.14 (0.22) 0.27 0.05 -- (0.09) (0.09) 2012(1) 10.00 (0.13) 0.27 0.14 -- -- -- Retail Class Shares 2014(5) $ 10.08 $ (0.10) $ 0.71 $ 0.61 $ -- $ -- $ -- 2013 10.13 (0.23) 0.27 0.04 -- (0.09) (0.09) 2012(1) 10.04 (0.13) 0.22 0.09 -- -- -- RiverPark/Gargoyle Hedged Value Fund Institutional Class Shares 2014(5) $ 12.47 $ 0.02 $ 1.55 $ 1.57 $ (0.06) $(0.10) $ (0.16) 2013 9.97 0.10 2.69 2.79 (0.08) (0.21) (0.29) 2012(2) 10.00 0.05 (0.08)(7) (0.03) -- -- -- Retail Class Shares 2014(5) $ 12.44 $ --(12) $ 1.54 $ 1.54 $ (0.04) $ (0.10) $ (0.14) 2013 9.96 0.06 2.70 2.76 (0.07) (0.21) (0.28) 2012(2) 9.83 0.05 0.08 0.13 -- -- -- RiverPark Structural Alpha Fund Institutional Class Shares 2014(5) $ 10.12 $ (0.09) $ 0.38 $ 0.29 $ -- $ (0.17) $ (0.17) 2013(3) 10.00 (0.05) 0.17 0.12 -- -- -- Retail Class Shares 2014(5) $ 10.12 $ (0.10) $ 0.37 $ 0.27 $ -- $ (0.17) $ (0.17) 2013(3) 10.00 (0.05) 0.17 0.12 -- -- -- RiverPark Strategic Income Fund Institutional Class Shares 2014(4) $ 10.00 $ 0.30 $ 0.21 $ 0.51 $ (0.19) $ --(12) $ (0.19) Retail Class Shares 2014(4) $ 10.00 $ 0.29 $ 0.22 $ 0.51 $ (0.18) $ --(12) $ (0.18)
The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 28
------------------------------------------------------------------------------------------------------------------------------------ Ratio of Total Expenses Ratio of Net Expenses to Average Net Assets, to Average Net Assets, Including Dividend Ratio of Net Net Assets, Including Dividend Expense and Stock Loan Investment Income Net Asset Value, Total End of Expense and Stock Fee, Excluding Advisor (Loss) to Portfolio End of Period Return+ Period (000) Loan Fee Waiver Recapture Average Net Assets Turnover Rate ------------------------------------------------------------------------------------------------------------------------------------ $ 10.73 6.24% $ 30,464 3.14%(10)(11) 3.04% (1.75)% 18% 10.10 0.55 26,686 3.46(9) 3.60 (2.22) 56 10.14 1.40 19,994 3.49(8) 4.12 (2.61) 20 $ 10.69 6.05% $ 99,586 3.29%(10) (11) 3.23% (1.92)% 18% 10.08 0.45 72,410 3.61(9) 3.71 (2.32) 56 10.13 0.90 4,302 3.68(8) 4.18 (2.78) 20 $ 13.88 12.64% $ 35,561 1.25%(11) 1.16% 0.27% 19% 12.47 28.54 20,123 1.25 1.52 0.92 66 9.97 (0.30) 16,899 1.25 1.94 1.28 29 $ 13.84 12.43% $ 13,053 1.50%(11) 1.44% 0.01% 19% 12.44 28.42 8,533 1.50 1.67 0.54 66 9.96 1.32 402 1.50 1.99 1.35 29 $ 10.24 2.85% $ 8,706 1.75% 2.25% (1.72)% 0% 10.12 1.20 8,118 1.75 2.99 (1.73) 0 $ 10.22 2.65% $ 713 2.00% 2.51% (1.97)% 0% 10.12 1.20 885 2.00 3.32 (1.98) 0 $ 10.32 5.15% $ 54,967 1.00%(11) 0.97% 5.92% 20% $ 10.33 5.15% $ 170,466 1.25%(11) 1.24% 5.59% 20%
+ 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 operations on April 3, 2012. All ratios for the period have been annualized, except for the Total Return and Portfolio Turnover Rate. (2) Institutional Class shares commenced operations on April 30, 2012 and Retail Class Shares commenced operations on May 4, 2012. All ratios for the period have been annualized, except for the Total Return and Portfolio Turnover Rate. (3) Commenced operations on June 28, 2013. All ratios for the period have been annualized, except for the Total Return and Portfolio Turnover Rate (4) Commenced operations on September 30, 2013. All ratios for the period have been annualized, except for the Total Return and Portfolio Turnover Rate. (5) Unless otherwise indicated, all ratios for the period have been annualized. (6) Per Share data was calculated using average shares for the period. (7) Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the period. (8) Dividend expense and stock loan fee totaled 1.64% of average net assets for the year ended September 30, 2012. Had these expenses not been included the ratios would have been 1.85% and 2.00%, respectively. (9) Dividend expense and stock loan fee totaled 1.61% of average net assets for the year ended September 30, 2013. Had these expenses not been included the ratios would have been 1.85% and 2.00%, respectively. (10) Dividend expense and stock loan fee totaled 1.29% of average net assets for the six month period ended March 31, 2014. Had these expenses not been included the ratios would have been 1.85% and 2.00%, respectively. (11) Ratios include previously waived investment advisory fees recovered. (12) Amount represents less than $0.01 per shares. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 29 Notes to Financial Statements March 31, 2014 (Unaudited) -------------------------------------------------------------------------------- 1. Organization RiverPark Funds Trust (the "Trust"), was formed on June 22, 2010 as an open-end registered management investment company under the Investment Act of 1940. As of September 30, 2013, the Trust was comprised of seven funds: the RiverPark Large Growth Fund, RiverPark/Wedgewood Fund, RiverPark Short Term High Yield Fund, RiverPark Long/Short Opportunity Fund, RiverPark/Gargoyle Hedged Value Fund, RiverPark Structural Alpha Fund and RiverPark Strategic Income Fund (each a "Fund" and collectively the "Funds"). The investment objective of the RiverPark Large Growth Fund and RiverPark/Wedgewood Fund is to seek long term capital appreciation. The investment objective of the RiverPark Short Term High Yield Fund and RiverPark Strategic Income Fund is to seek high current income and capital appreciation consistent with the preservation of capital. The investment objective of the RiverPark Long/Short Opportunity Fund is to seek long-term capital appreciation while managing downside volatility. The investment objective of the RiverPark/ Gargoyle Hedged Value Fund is to seek long-term capital appreciation while exposing investors to less volatility than in a stand-alone stock portfolio. The investment objective of the RiverPark Structural Alpha Fund is to seek long-term capital appreciation while exposing investors to less risk than broad stock market indices. Each of the Funds is diversified with the exception of the RiverPark/Wedgewood Fund which is non-diversified. Each Fund is registered to offer Institutional Class Shares and Retail Class Shares. Each of the Funds, except the RiverPark Short Term High Yield Fund, has registered Class C Shares but they are not intended to be offered at this time. Each class differs as to ongoing fees. The RiverPark Short Term High Yield Fund was closed to new investors on June 21, 2013. 2. Summary of Significant Accounting Policies The following 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"). -------------------------------------------------------------------------------- 30 [RIVERPARK LOGO] -------------------------------------------------------------------------------- To the extent that a Fund invests in non-U.S. dollar denominated securities, the value of all assets and liabilities not denominated in United States dollars will be translated into United States dollars on the valuation date. Trading in securities on European and Far Eastern securities exchanges and over-the-counter markets is normally completed well before the close of business on each day the NYSE is open for business (a "Business Day"). In addition, European or Far Eastern securities trading generally or in a particular country or countries may not take place on all Business Days in New York. Furthermore, trading takes place in various foreign markets on days which are not Business Days in New York and on which net asset value is not calculated. Such calculation does not take place contemporaneously with the determination of the prices of the majority of the portfolio securities used in such calculation. Events affecting the values of portfolio securities that occur between the time their prices are determined and the close of the NYSE will not be reflected in a Fund's calculation of net assets unless the Trustees deem that the particular event would materially affect net asset value, in which case an adjustment will be made. In accordance with the authoritative guidance on fair value measurement and disclosure under U.S. GAAP, the Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: o Level 1 -- Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Funds have the ability to access at the measurement date; o Level 2 -- Other significant observable inputs (includes quoted prices for similar securities, interest rates, prepayment speeds, credit risk, referenced indices, quoted prices in inactive markets, adjusted quoted prices in active markets, etc. ); and o Level 3 -- Prices, inputs or exotic modeling techniques which are both significant to the fair value measurement and unobservable (supported by little or no market activity). Investments are classified within the level of the lowest significant input considered in determining fair value. Investments classified within Level 3 whose fair value measurement considers several inputs may include Level 1 or Level 2 inputs as components of the overall fair value measurement. For details of the investment classification, refer to the Schedules of Investments, Schedule of Securities Sold Short, Schedules of Open Options Purchased and Schedules of Open Options Written. For the six month period ended March 31, 2014, there were no transfers between Level 1 and Level 2 assets and liabilities or between Level 2 and Level 3 assets and liabilities. It is the Funds' policy to recognize transfers into and out of Levels at the end of the reporting period. For the six month period ended March 31, 2014, there were no significant changes to the Funds' fair value methodologies. -------------------------------------------------------------------------------- 31 Notes to Financial Statements March 31, 2014 (Unaudited) (continued) -------------------------------------------------------------------------------- 2. Summary of Significant Accounting Policies (continued) Securities Sold Short -- As consistent with the RiverPark Long/Short Opportunity Fund's investment objectives, the Fund intends to sell securities short so long as, as a result of that sale, the current value of securities sold short by the Fund would not exceed 50% of the value of its gross assets (including the amounts borrowed) and 100% of the value of its net assets. A short sale is the sale by a fund of a security which it does not own in anticipation of purchasing the same security in the future. To complete such a transaction, the Fund must borrow the security to make delivery to the buyer. The Fund is then obligated to replace the security borrowed by purchasing the security at the market price at the time of the replacement. The price at such time may be more or less than the price at which the security was sold by the Fund. Until the security is replaced, the Fund is required to pay the lender amounts equal to any dividends that accrue during the period of the loan. Dividends are shown as an expense for financial reporting purposes. To borrow the security, the Fund also may be required to pay a fee, which is shown as an expense for financial reporting purposes. The proceeds of the short sale are retained by the broker, to the extent necessary to meet margin requirements, until the short position is closed out. A gain, limited to the price at which the Fund sold the security short, or a loss, unlimited in size, will be recognized upon the close of a short sale. Until the Fund closes its short position or replaces the borrowed security, the Fund will maintain a segregated account with its custodian containing cash or high-grade securities. 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, RiverPark/Gargoyle Hedged Value Fund, RiverPark Structural Alpha Fund and RiverPark Strategic Income Fund may invest up to 50% of the value of their assets, represented by premiums paid, to purchase call and put options on securities and securities indices. The Funds may write covered call and put options on securities and securities indices, so long as the aggregate nominal value does not exceed 200% of the value of its assets. The RiverPark Structural Alpha Fund may purchase or sell options or option spreads, so long as the aggregate net notional value does not exceed 125%, and the gross notional value does not exceed 250% of the value of its assets. An option on a security provides the purchaser, or "holder," with the right, but not the obligation, to purchase, in the case of a "call" option, or sell, in the case of a "put" option, the security or securities underlying the option, for a fixed exercise price up to a stated expiration date. The holder pays a nonrefundable purchase price for the option, known as the "premium." The maximum amount of risk the purchaser of the option assumes is equal to the premium plus related transaction costs, although the entire amount may be lost. The risk of the seller, or "writer," however, is potentially unlimited, unless the option is "covered," which is generally accomplished through the writer's ownership of the underlying security, in the case of a call option, or the writer's segregation of an amount of cash or securities equal to the exercise price, in the case of a put option. If the writer's obligation is not covered, it is subject to the risk of the full change in value of the underlying security from the time the option is written until exercise. -------------------------------------------------------------------------------- 32 [RIVERPARK LOGO] -------------------------------------------------------------------------------- Written equity and index options transactions entered into during the six month period ended March 31, 2014 are summarized as follows:
-------------------------------------------------------------------------------------------------- RiverPark Long/Short Opportunity Fund -------------------------------------------------------------------------------------------------- Number of Contracts Premiums Received -------------------------------------------------------------------------------------------------- Balance at the beginning of the period 20 $ 23,820 Closing buys (20) (23,820) Balance at the end of the period -- $ -- -------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------- RiverPark/Gargoyle Hedged Value Fund -------------------------------------------------------------------------------------------------- Number of Contracts Premiums Received -------------------------------------------------------------------------------------------------- Balance at the beginning of the period 191 $ 353,422 Written 2,110 4,222,165 Closing buys (1,751) (3,483,764) Balance at the end of the period 550 $1,091,823 -------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------- RiverPark Structural Alpha Fund -------------------------------------------------------------------------------------------------- Number of Contracts Premiums Received -------------------------------------------------------------------------------------------------- Balance at the beginning of the period 186 $ 621,099 Written 1,052 608,742 Expired (532) (267,316) Executed (100) (2,141) Closing buys (311) (302,918) Balance at the end of the period 295 $ 657,466 --------------------------------------------------------------------------------------------------
In addition to the option writing above, the RiverPark Long/Short Opportunity Fund sold 20 purchased options contracts in the current period for a realized gain of $74,527 with no purchased options outstanding. The RiverPark Structural Alpha Fund purchased 146 options contracts, 18 options contracts expired and sold 24 options contracts in the current period for a realized gain of $395,254 with 182 purchased options outstanding. Purchased and written options held as of March 31, 2014 are disclosed separately on the Statements of Assets and Liabilities. The realized and unrealized gain (loss) from options purchased and written options are disclosed separately on the Statements of Operations. All written options and purchased options have equity risk exposure. Additionally, all written options and purchased options held as of March 31, 2014 are exchange-traded and therefore no right of setoff exists. Swap Agreements -- The Funds may invest in equity-linked securities, including, but not limited to, participation notes, certificates, and equity swaps. Equity-linked securities are privately issued securities whose investment results are designed to correspond generally to the performance of a specified stock index or "basket" of stocks, or a single stock. To the extent that the Funds invest in equity-linked securities whose return corresponds to the performance of a foreign security index or one or more foreign stocks, investing in equity-linked securities will involve risks similar to the risks of investing in foreign securities and subject to each Fund's restrictions on investments in foreign securities. -------------------------------------------------------------------------------- 33 Notes to Financial Statements March 31, 2014 (Unaudited) (continued) -------------------------------------------------------------------------------- 2. Summary of Significant Accounting Policies (continued) 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 less the interest paid by the Fund on the notional amount. In other cases, the counterparty and the Fund may each agree to pay the other the difference between the relative investment performances that would have been achieved if the notional amount of the equity swap contract had been invested in different stocks (or indices of stocks). A Fund will generally enter into equity swaps on a net basis, which means that the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments. Payments may be made at the conclusion of an equity swap contract or periodically during its term. Equity swaps are derivatives and their value can be very volatile. Equity swaps normally do not involve the delivery of securities or other underlying assets. Accordingly, the risk of loss with respect to equity swaps is normally limited to the net amount of payments that a Fund is contractually obligated to make. If the counterparty to an equity swap defaults, a Fund's risk of loss consists of the net amount of payments that such Fund is contractually entitled to receive. Because some swap agreements have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the cost of the underlying asset without the use of leverage. In addition, the value of some components of an equity swap (such as the dividends on a common stock) may also be sensitive to changes in interest rates. To the extent that the Adviser does not accurately analyze and predict the potential relative fluctuation of the components swapped with another party, a Fund may suffer a loss. Because equity swaps are normally illiquid, a Fund may be unable to terminate its obligations when desired. When entering into swap contracts, a Fund must "set aside" liquid assets, or engage in other appropriate measures to "cover" its obligation under the swap contract. All swaps held by the RiverPark Long/Short Opportunity Fund during the six month period ended March 31, 2014 had equity risk exposure. Swaps are marked-to-market daily and are valued at the unrealized appreciation or depreciation on the instrument based upon quotations from market makers and the resulting changes in market values, if any, are recorded as an unrealized gain or loss in the Statements of Operations. Net payments of interest are recorded as realized gains or losses. The total return swaps reset monthly, as such there was $0 unrealized appreciation (depreciation) as of March 31, 2014. The total return swaps that the RiverPark Long/Short Opportunity Fund transacts in are subject to a netting arrangement. -------------------------------------------------------------------------------- 34 [RIVERPARK LOGO] -------------------------------------------------------------------------------- During the six month period ended March 31, 2014, the RiverPark Long/Short Opportunity Fund purchased 58,617 swap contracts and closed 75,594 swap contracts for a realized gain of $1,320,796 with 120,475 swap contracts outstanding. The open swap contracts are collateralized by $250,000 in cash. Futures and Options on Futures on Stock Indices -- The RiverPark Structural Alpha Fund intends to use futures and may use options on futures. The use of futures involves the risk that the futures contract may temporarily not correlate with the underlying index on which it is based. Additionally, futures contracts are leveraged vehicles where limited amounts of capital can expose the Fund to significant exposure to changes in the underlying index. Options on futures involve the risks associated with futures as well as the risks associated with using index options. When options are purchased over-the-counter, the Fund will bear the risk that the counter-party that wrote the option will be unable or unwilling to perform its obligations under the option contract. Such options may also be illiquid, and in such cases, the Fund may have difficulty closing out its positions. The options contracts are fully collateralized by securities pledged and $382,261 in cash. Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument. Such unrealized is included as a component of the net assets on the Statement of Assets and Liabilities. Variation margin payments are paid or received, depending upon whether unrealized gains or losses are incurred. As of March 31, 2014, the RiverPark Structural Alpha Fund has open futures contracts and during the six month period ended, all futures contracts held had equity risk exposure. For the six month period ended March 31, 2014, the total amount of all open futures contracts, as presented in the Schedule of Investments, are representative of the volume of activity during the year. The realized and unrealized gain (loss) from futures contracts are disclosed separately on the Statements of Operations. Additionally, all futures contracts held are exchange-traded and therefore no right of setoff exists. In addition to collateral noted on the Schedule of Investments, the futures contracts are also collateralized by $203,259 in cash. Master Limited Partnerships -- The Funds may invest in master limited partnerships ("MLPs"). MLPs are limited partnerships or limited liability companies, whose partnership units or limited liability interests are listed and traded on a U.S. securities exchange, and are treated as publicly traded partnerships for federal income tax purposes. To qualify to be treated as a partnership for tax purposes, an MLP must receive at least 90% of its income from qualifying sources as set forth in Section 7704(d) of the Internal Revenue Code of 1986, as amended (the "Code"). These qualifying sources include activities such as the exploration, development, mining, production, processing, refining, transportation, storage and marketing of mineral or natural resources. MLPs generally have two classes of owners, the general partner and limited partners. MLPs that are formed as limited liability companies generally have two analogous classes of owners, the managing member and the members. For purposes of this section, references to general partners also apply to managing members and references to limited partners also apply to members. The general partner is typically owned by a major energy company, an investment fund, the direct management of the MLP or is an entity owned by one or more of such parties. The general partner may be structured as a private or publicly traded corporation or other entity. The general partner typically controls the operations and management of the MLP through an equity interest of as much as 2% in the MLP plus, in many cases, ownership of common units and subordinated units. Limited partners own the remainder of the MLP through ownership of common units and have a limited role in the MLP's operations and management. -------------------------------------------------------------------------------- 35 Notes to Financial Statements March 31, 2014 (Unaudited) (continued) -------------------------------------------------------------------------------- 2. Summary of Significant Accounting Policies (continued) An investment in MLP units involves certain risks which differ from an investment in the securities of a corporation. Holders of MLP units have limited control and voting rights on matters affecting the partnership. In addition, there are certain tax risks associated with an investment in MLP units and conflicts of interest exist between common unit holders and the general partner, including those arising from incentive distribution payments. As a partnership, an MLP has no tax liability at the entity level. If, as a result of a change in current law or a change in an MLP's business, an MLP were treated as a corporation for federal income tax purposes, such MLP would be obligated to pay federal income tax on its income at the corporate tax rate. If an MLP were classified as a corporation for federal income tax purposes, the amount of cash available for distribution by the MLP would be reduced and distributions received by investors would be taxed under federal income tax laws applicable to corporate dividends (as dividend income, return of capital, or capital gain).Therefore, treatment of an MLP as a corporation for federal income tax purposes would result in a reduction in the after-tax return to investors, likely causing a reduction in the value of the Funds' shares. Investment Transactions -- Security transactions are accounted for on the trade date, the date the order to buy or sell is executed. Costs used in determining realized gains and losses on the sales of investment securities are those of the specific securities sold. Discounts or premiums are accreted or amortized to interest income using the effective interest method. Interest income is recognized on the accrual basis from settlement date. Dividend income and expenses and other distributions are recorded on the ex-dividend date, except certain dividends and distributions from foreign securities which are recorded as soon as a Fund is informed after the ex-dividend date. Withholding taxes on foreign dividends have been provided for in accordance with the Funds' understanding of the applicable country's tax rules and rates. The ability of issuers of debt securities held by the Funds to meet their obligations may be affected by economic and political developments in a specific country or region. Organization and Offering Costs -- Offering costs for RiverPark Structural Alpha Fund, including the cost of printing the initial prospectus and registration fees, are being amortized to expense over a twelve month period. As of March 31, 2014, the RiverPark Structural Alpha Fund had $11,377 remaining to be amortized. Expenses -- Expenses of the Trust that can be directly attributed to a particular Fund are borne by that Fund. Expenses which cannot be directly attributed to a Fund are apportioned among the Funds of the Trust based on the number of Funds and/or relative net assets. Classes -- Class specific expenses are borne by that class of shares. Income, realized and unrealized gains and losses and non-class specific expenses are allocated to the respective class on the basis of relative daily net assets. Foreign Currency Translation -- The books and records of the Funds are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars on the date of valuation. The Fund's do not isolate that portion of realized or unrealized gains and losses resulting from changes in the foreign exchange rate from fluctuations arising from changes in the market prices of the securities. These gains and losses are included in net realized and unrealized gains and losses on investments on the Statements of Operations. Net realized and unrealized gains and losses on foreign currency transactions represent net foreign exchange gains or losses from foreign currency exchange contracts, disposition of foreign currencies, currency gains or losses realized between trade and settlement dates on securities transactions and the difference between the amount of the investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. -------------------------------------------------------------------------------- 36 [RIVERPARK LOGO] -------------------------------------------------------------------------------- Forward Foreign Currency Exchange Contracts -- Each Fund may, but is not obligated to, enter into forward foreign currency exchange contracts ("forward contracts") in order to protect against uncertainty in the level of future foreign exchange rates in the purchases and sale of securities. A forward contract generally has no deposit requirement, and no commissions are charged at any stage for trades. Although foreign exchange dealers do not charge a fee for commissions, they do realize a profit based on the difference between the price at which they are buying and selling various currencies. Although forward contracts are intended to minimize currency risk -- the risk of loss due to a decline in the value of the hedged currencies --at the same time, they tend to limit any potential gain which might result should the value of such currencies increase. As of March 31, 2014, the RiverPark Short Term High Yield Fund and RiverPark Strategic Income Fund held forward contracts. It is the Funds' policy to present the gross unrealized appreciation and gross unrealized depreciation of the forward contracts separately on the Statements of Assets and Liabilities as the Funds do not have a master netting agreement with the counterparty to the forward contracts. In accordance with this policy, unrealized appreciation and depreciation as of March 31, 2014 are presented in unrealized appreciation or unrealized depreciation on forward foreign currency contracts on the Statements of Assets and Liabilities. Realized and unrealized gains (losses) on forward contracts are disclosed separately on the Statements of Operations. For the six month period ended March 31, 2014, the total amount of open forward foreign currency contracts, as presented in the Schedules of Investments, are representative of the volume of activity for this derivative type during the period. Dividends and Distributions to Shareholders -- Dividends from net investment income are declared and paid to shareholders annually for the RiverPark Large Growth Fund, RiverPark/Wedgewood Fund, RiverPark Long/Short Opportunity Fund, RiverPark/Gargoyle Hedged Value Fund and RiverPark Structural Alpha Fund and declared and paid monthly for the RiverPark Short Term High Yield Fund and RiverPark Strategic Income Fund. Dividends and distributions are recorded on the ex-dividend date. Any net realized capital gains will be distributed at least annually by the Funds. Income Taxes -- Each Fund intends to qualify or continue to qualify as a "regulated investment company" under Sub-chapter M of the Internal Revenue Code of 1986, as amended. If so qualified, each Fund will not be subject to federal income tax to the extent it distributes substantially all of its net investment income and net capital gains to its shareholders. The Funds evaluate tax positions taken or expected to be taken in the course of preparing the Funds' tax returns to determine whether it is "more-likely-than not" (i.e., greater than 50-percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. The Funds did not record any tax provision in the current period. However, management's conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities (i.e., the last 3 tax year ends, as applicable), on-going analysis of, and changes to, tax laws, regulations and interpretations thereof. As of and during the six month period ended March 31, 2014, the Funds did not have a tax liability for any unrecognized tax benefits. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations. During the period, the Funds did not incur any significant interest or penalties. -------------------------------------------------------------------------------- 37 Notes to Financial Statements March 31, 2014 (Unaudited) (continued) -------------------------------------------------------------------------------- 3. Agreements Investment Advisory Agreement -- RiverPark Advisors, LLC ("RiverPark") serves as the Funds' investment adviser (the "Adviser"). For the services it provides to the Funds, the Adviser receives a fee, which is calculated daily and paid monthly at the following annual rate: 0.65% for the RiverPark Large Growth Fund, the RiverPark/Wedgewood Fund, the RiverPark Short Term High Yield Fund and the RiverPark Strategic Income Fund, 1.50% for the RiverPark Long/Short Opportunity Fund, 0.90% for the RiverPark/Gargoyle Hedged Value Fund and 1.40% for the RiverPark Structural Alpha Fund. The Adviser has agreed contractually to waive its fees and to absorb expenses of each Fund through January 31, 2015 to the extent necessary to ensure that ordinary operating expenses of each class (excluding interest, brokerage commissions, dividends on short sales and interest expense on securities sold short, acquired fund fees and expenses and extraordinary expenses) do not exceed, on an annual basis, 1.00% for the Institutional Class Shares and 1.25% for the Retail Class Shares of the Fund's average net assets for the RiverPark Large Growth Fund, the RiverPark/Wedgewood Fund, the RiverPark Short Term High Yield Fund, and the RiverPark Strategic Income Fund, 1.85% for the Institutional Class Shares and 2.00% for the Retail Class Shares of the Fund's average net assets for the RiverPark Long/Short Opportunity Fund, 1.25% for the Institutional Class Shares and 1.50% for the Retail Class Shares of the Fund's average net assets for the RiverPark/Gargoyle Hedged Value Fund and 1.75% for the Institutional Class Shares and 2.00% for the Retail Class Shares of the Fund's average net assets for the RiverPark Structural Alpha Fund. The Funds have each agreed to repay the Adviser in the amount of any fees waived and Fund expenses absorbed, subject to the limitations that: (1) the reimbursement is made only for fees and expenses incurred not more than three years prior to the date of reimbursement; and (2) the reimbursement may not be made if it would cause the expense limitation in effect at the time the fees were waived or Fund expenses were absorbed, to be exceeded. This arrangement will remain in effect unless and until the Board approves its modification or termination. The Adviser can recapture any fees it has waived within a three-year period subject to the applicable annual rate of 1.00% for the Institutional Class Shares and 1.25% for the Retail Class Shares for RiverPark Large Growth Fund, RiverPark/Wedgewood Fund, RiverPark Short Term High Yield Fund and RiverPark Strategic Income Fund. The Adviser can recapture any fees it has waived within a three-year period subject to the applicable annual rate of 1.85% for the Institutional Class Shares and 2.00% for the Retail Class Shares for RiverPark Long/Short Opportunity Fund. The Adviser can recapture any fees it has waived within a three-year period subject to the applicable annual rate of 1.25% for the Institutional Class Shares and 1.50% for the Retail Class Shares for RiverPark/Gargoyle Hedged Value Fund. The Adviser can recapture any fees it has waived within a three-year period subject to the applicable annual rate of 1.75% for the Institutional Class Shares and 2.00% for the Retail Class Shares for RiverPark Structural Alpha Fund. As of March 31, 2014, the Adviser may in the future seek reimbursement of previously waived fees for the Funds as follows:
FUND EXPIRING 2014 EXPIRING 2015 EXPIRING 2016 EXPIRING 2017 Total ------------------------------------------------------------------------------------------------------------------------------------ RiverPark Large Growth Fund $ 179,825 $ 71,612 $ 15,931 $ -- $ 267,368 RiverPark Long/Short Opportunity Fund -- 6,485 59,084 -- 65,569 RiverPark/Gargoyle Hedged Value Fund -- 30,864 58,070 -- 88,934 RiverPark Structural Alpha Fund -- -- 26,858 23,918 50,776
For the six month period ended March 31, 2014, the Adviser recaptured previously waived fees of $1,294 for the RiverPark Large Growth Fund, $41,575 for the RiverPark Long/Short Opportunity Fund, $15,398 for the RiverPark/Gargoyle Hedged Value Fund and $7,628 for the RiverPark Strategic Income Fund. -------------------------------------------------------------------------------- 38 [RIVERPARK LOGO] -------------------------------------------------------------------------------- RiverPark provides day-to-day portfolio management services to the RiverPark Large Growth Fund, RiverPark Long/Short Opportunity Fund and RiverPark Structural Alpha Fund and oversees the day-to-day portfolio management services provided by Wedgewood Partners, Inc. ("Wedgewood"), as sub-adviser to the RiverPark/Wedgewood Fund; Cohanzick Management Inc. ("Cohanzick"), as sub-adviser to the RiverPark Short Term High Yield Fund and the RiverPark Strategic Income Fund; and Gargoyle Investment Advisor LLC ("Gargoyle"), as sub-adviser to the RiverPark/Gargoyle Hedged Value Fund. With regard to the RiverPark Large Growth Fund, RiverPark Long/Short Opportunity Fund and RiverPark Structural Alpha Fund, the Adviser has discretion to purchase and sell securities in accordance with these Funds' objectives, policies, and restrictions. This investment discretion has been delegated by the Adviser to Wedgewood, Cohanzick and Gargoyle with regard to each respective Fund to which such parties serve as sub-adviser. The Adviser pays the sub-advisers a monthly fee based upon the net assets managed by such sub-adviser from the management fee paid to the Adviser pursuant to the Investment Advisory Agreement. The Funds are not responsible for the payment of the sub-advisory fees. In consideration for an exchange of equity between RiverPark and Wedgewood in July 2013, RiverPark and Wedgewood are considered to be affiliates. For its services as sub-adviser to the RiverPark/Wedgewood Fund, Wedgewood is entitled to a fee to be paid from RiverPark's adviser fee, and such fee is calculated daily and paid monthly at an annual rate of 0.325% of the net assets of RiverPark/Wedgewood Fund's average net assets. Administrator, Custodian and Transfer Agent -- SEI Investments Global Funds Services (the "Administrator") serves as the Funds' administrator pursuant to an Administration Agreement under which the Administrator provides administrative and accounting services for an annual fee equal to 0.12% of the first $500 million, 0.10% of the next $500 million, and 0.08% of any amount above $1 billion of the Funds' average daily net assets, subject to a minimum annual fee. Brown Brothers Harriman & Co. (the "Custodian") serves as the Funds' custodian pursuant to a Custodian Agreement. DST Systems, Inc. (the Transfer Agent") serves as the Funds' transfer agent pursuant to an Agency Agreement. Distribution Agreement -- SEI Investments Distribution Co., a wholly-owned subsidiary of SEI Investments Company and an affiliate of the Administrator (the "Distributor") serves as the Funds' distributor pursuant to a Distribution Agreement. The Trust has adopted a shareholder services plan under which a shareholder servicing fee may be paid at an annual rate of up to 0.25% of average daily net assets attributable to Retail Class Shares and Institutional Class Shares of the Funds to banks and their affiliates and other institutions, including broker-dealers, as compensation for providing non-distribution related shareholder services. Aggregate compensation for the Institutional Class Shares will not exceed on an annual basis 0.15% of the average daily net assets of such class. As of March 31, 2014, there were no shareholder servicing fees charged to Institutional Class Shares. The Trust has adopted an administrative services plan under which each Fund may pay a non-distribution related administrative services fee at an annual rate of up to 0.20% (currently set at 0.15%) and 0.15% of the average daily net assets of the Retail Class Shares and Institutional Class Shares, respectively, to financial institutions, retirement plans, broker-dealers, depository institutions, institutional shareholders of record, registered investment advisers and other financial intermediaries and various brokerage firms or other industry recognized service providers of fund supermarkets or similar programs who provide administrative, recordkeeping and support servicing to their customers. -------------------------------------------------------------------------------- 39 Notes to Financial Statements March 31, 2014 (Unaudited) (continued) -------------------------------------------------------------------------------- 3. Agreements (continued) Other -- Certain officers and a Trustee of the Trust are also officers of the Adviser and the Administrator. Such officers are paid no fees by the Trust for serving as officers of the Trust. The services provided by the Chief Compliance Officer ("CCO") and his staff are paid for by the Funds as incurred. The services include regulatory oversight of the Trust's Adviser, sub-advisers and service providers as required by SEC regulations. 4. Investment Transactions The cost of security purchases and proceeds from security sales and maturities, other than short-term investments, short sales, purchases to cover, written and purchased options, and short-term securities for the six month period ended March 31, 2014, were as follows: Proceeds from Sales Fund Purchases (000) and Maturities (000) -------------------------------------------------------------------------------- RiverPark Large Growth Fund $ 23,190 $ 5,294 RiverPark/Wedgewood Fund 379,494 209,524 RiverPark Short Term High Yield Fund 638,444 200,155 RiverPark Long/Short Opportunity Fund 54,922 20,999 RiverPark/Gargoyle Hedged Value Fund 21,586 7,741 RiverPark Structural Alpha Fund 781 776 RiverPark Strategic Income Fund 168,139 16,646 There were no purchases or sales of U.S. Government securities for the six month period ended March 31, 2014. 5. In-Kind Contributions As part of the Fund conversion on June 28, 2013, the RiverPark Structural Alpha Fund received an in-kind contribution from the Wavecrest Partners Fund I L.P., which consisted of $7,310,149 of cash, purchased and written options and index futures, which were recorded at their then current value. As a result of the in-kind contribution, the RiverPark Structural Alpha Fund issued 731,015 Institutional Class Shares at a $10 per share net asset value. The in-kind contribution was treated as a taxable transaction for federal income tax purposes. -------------------------------------------------------------------------------- 40 [RIVERPARK LOGO] -------------------------------------------------------------------------------- 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. The tax character of dividends and distributions declared during the last two years or periods ended September 30, 2013, was as follows (000):
Long-Term FUND Ordinary Income Capital Gain Return Of Capital Total ------------------------------------------------------------------------------------------------------------------ RiverPark Large Growth Fund 2013 $ 69 $ 44 $ -- $ 113 RiverPark/Wedgewood Fund 2013 1,598 -- -- 1,598 RiverPark Short Term High Yield Fund 2013 18,265 -- -- 18,265 2012 3,847 -- -- 3,847 RiverPark Long/Short Opportunity Fund 2013 161 86 -- 247 RiverPark/Gargoyle Hedged Value Fund 2013 296 227 -- 523
As of September 30, 2013, the components of distributable earnings (accumulated losses) 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 Carryforwards Losses (Depreciation) Differences Losses) ---------------------------------------------------------------------------------------------- RiverPark Large Growth Fund $ 86 $ 96 $ -- $ -- $ 6,400 $ 80 $ 6,662 RiverPark/Wedgewood Fund 3,753 1,486 -- -- 173,533 -- 178,772 RiverPark Short Term High Yield Fund 29 -- (112) (91) (1,586) -- (1,760) RiverPark Long/Short Opportunity Fund -- -- -- (4,272) 9,788 (2,148) 3,368 RiverPark/Gargoyle Hedged Value Fund 230 199 -- -- 6,849 (850) 6,428 RiverPark Structural Alpha Fund 20 87 -- -- -- -- 107
-------------------------------------------------------------------------------- 41 Notes to Financial Statements March 31, 2014 (Unaudited) (continued) -------------------------------------------------------------------------------- 6. Federal Tax Information (continued) Post-October losses represent losses realized on investment transactions from November 1, 2012, through September 30, 2013, that, in accordance with Federal income tax regulations, the Funds may elect to defer and treat as having arisen in the following fiscal year. For federal income tax purposes, capital losses incurred in taxable years beginning before December 22, 2010 may be carried forward for a maximum period of eight years and applied against future capital gains. At September 30, 2013, the breakdown of capital loss carryforwards was as follows (000): FUND Expires 2019 -------------------------------------------------------------------------------- RiverPark Short Term High Yield Fund $ 1 Under the recently enacted Regulated Investment Company Modernization Act of 2010, the Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years are required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this ordering rule, pre-enactment 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 $111 $ -- $111 For federal income tax purposes, the cost of securities owned at March 31, 2014, and the net realized gains or losses on securities sold for the period, were different from amounts reported for financial reporting purposes, primarily due to wash sales which cannot be used for federal income tax purposes in the current year and have been deferred for use in future years. The federal tax cost and aggregate gross unrealized appreciation and depreciation on investments held by the Funds, excluding securities sold short and purchased and written options, at March 31, 2014, were as follows (000):
Aggregate Aggregate Gross Gross Net Unrealized Federal Tax Unrealized Unrealized Appreciation Fund Cost Appreciation Depreciation (Depreciation) ------------------------------------------------------------------------------------------------------------------------------------ RiverPark Large Growth Fund $ 48,308 $ 10,112 $ (67) $ 10,045 RiverPark/Wedgewood Fund 1,263,949 279,635 (6,203) 273,432 RiverPark Short Term High Yield Fund 892,544 2,967 (6,862) (3,895) RiverPark Long/Short Opportunity Fund 129,492 24,316 (2,851) 21,465 RiverPark/Gargoyle Hedged Value Fund 39,562 10,331 (691) 9,640 RiverPark Structural Alpha Fund 7,989 1 -- 1 RiverPark Strategic Income Fund 231,555 2,793 (747) 2,046
-------------------------------------------------------------------------------- 42 [RIVERPARK LOGO] -------------------------------------------------------------------------------- 7. Risks The RiverPark Short Term High Yield Fund invests a significant portion of its assets in fixed income securities. Fixed income securities are subject to credit risk and market risk, including interest rate risk. Credit risk is the risk of the issuer's inability to meet its principal and interest payment obligations. Market risk is the risk of price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity. The prices of securities in general and fixed-income securities in particular tend to be sensitive to interest rate fluctuations. Unexpected fluctuations in interest rates can result in significant changes in the prices of fixed-income securities. The RiverPark Short Term High Yield Fund invests in fixed-income instruments which are or are deemed to be the equivalent in terms of quality to securities rated below investment grade by Moody's Investors Service, Inc. and Standard & Poor's Corporation and accordingly involve great risk. Such securities are regarded as predominantly speculative with respect to the issuer's capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk to adverse conditions. These securities offer higher returns than bonds with higher ratings as compensation for holding an obligation of an issuer perceived to be less creditworthy. Changes in economic conditions or developments regarding issuers of non-investment grade debt securities are more likely to cause price volatility and weaken the capacity of such issuers to make principal and interest payments than is the case for higher grade debt securities. In addition, the market for lower grade debt securities may be thinner and less active than for higher grade debt securities. The RiverPark Short-Term High Yield Fund invests principally in high-yield securities. Such securities are generally not exchange-traded and, as a result, these instruments trade in a smaller secondary market than exchange-traded bonds. In addition, the Fund invests in bonds of issuers that do not have publicly traded equity securities, making it more difficult to hedge the risks associated with such investments. High-yield securities that are below investment grade or unrated face ongoing uncertainties and exposure to adverse business, financial or economic conditions which could lead to the issuer's inability to meet timely interest and principal payments. The RiverPark Short Term High Yield Fund may invest in securities of companies that are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Although such investments may result in significant returns to the Fund, they involve a substantial degree of risk. The RiverPark Long/Short Opportunity Fund is exposed to the risks of using leverage and short sales. The RiverPark Long/Short Opportunity Fund may use leverage. Leverage is the practice of borrowing money to purchase securities. These investment practices involve special risks. Leverage can increase the investment returns of the RiverPark Long/Short Opportunity Fund if the securities purchased increase in value in an amount exceeding the cost of the borrowing. However, if the securities decrease in value, the RiverPark Long/Short Opportunity Fund will suffer a greater loss than would have resulted without the use of leverage. A short sale is the sale by the RiverPark Long/Short Opportunity Fund of a security which it does not own in anticipation of purchasing the same security in the future at a lower price to close the short position. A short sale will be successful if the price of the shorted security decreases. However, if the underlying security goes up in price during the period in which the short position is outstanding, the RiverPark Long/Short Opportunity Fund will realize a loss. The risk on a short sale is unlimited because the RiverPark Long/Short Opportunity Fund must buy the shorted security at the higher price to complete the transaction. Therefore, short sales may be subject to greater risks than investments in long positions. With a long position, the maximum sustainable loss is limited to the amount paid for the security plus the transaction costs, whereas there is no maximum attainable price of the shorted security. -------------------------------------------------------------------------------- 43 Notes to Financial Statements March 31, 2014 (Unaudited) (continued) -------------------------------------------------------------------------------- 7. Risks (continued) The RiverPark Long/Short Opportunity Fund, RiverPark/Gargyole Hedged Value Fund and RiverPark Structural Alpha Fund invest in options which expose investors to the risks inherent in trading options. These risks include, but are not limited to, volatile movements in the price of the underlying instrument and misjudgments as to the future prices of the options and/or the underlying instrument. Increased option volatility can increase both the profit potential and the risk associated with a fund's trading. While volatility can be monitored and reacted to, there is no cost-effective means of hedging against market volatility. Selling options creates additional risks. The seller of a "naked" call option (or the seller of a put option who has a short position in the underlying instrument) is subject to the risk of a rise in the price in the underlying instrument above the strike price, which risk is reduced only by the premium received for selling the option. In exchange for the proceeds received from selling the call option (in lieu of an outright short position), the option seller gives up (or will not participate in) all of the potential gain resulting from a decrease in the price of the underlying instrument below the strike price prior to expiration of the option. The seller of a "naked" put option (or the seller of a call option who has a long position in the underlying instrument) is subject to the risk of a decline in price of the underlying instrument below the strike price, which risk is reduced only by the proceeds received from selling the option. In exchange for the premium received for selling the put option (in lieu of an outright long position), the option seller gives up (or will not participate in) all of the potential gain resulting from an increase in the price of the underlying instrument above the strike price prior to the expiration of the option. Due to the inherent leveraged nature of options, a relatively small adverse move in the price of the underlying instrument may result in immediate and substantial losses to a Fund. The RiverPark Long/Short Opportunity Fund invests in swaps. The use of swaps is a highly specialized activity that involves investment techniques, risk analyses and tax planning different from those associated with ordinary portfolio securities transactions. These transactions can result in sizeable realized and unrealized capital gains and losses relative to the gains and losses from the Fund's direct investments in the reference assets and short sales. Transactions in swaps can involve greater risks than if the RiverPark Long/Short Opportunity Fund had invested directly in the reference asset because, in addition to general market risks, swaps are also subject to illiquidity risk, counterparty risk, credit risk and valuation risk. Because they are two-party contracts and because they may have terms of greater than seven days, swap transactions may be considered to be illiquid. Moreover, the Fund bears the risk of loss of the amount expected to be received under a swap in the event of the default or bankruptcy of a swap counterparty. Some swaps may be complex and valued subjectively. Swaps may also be subject to pricing or "basis" risk, which exists when a particular swap becomes extraordinarily expensive relative to historical prices or the price of corresponding cash market instruments. Under certain market conditions it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity. The prices of swaps can be very volatile, and a variance in the degree of volatility or in the direction of the price of the reference asset from the expectations may produce significant losses in the Fund's investments in swaps. In addition, a perfect correlation between a swap and an investment position may be impossible to achieve. As a result, the Fund's use of swaps may not be effective in fulfilling the Fund's investment strategies and may contribute to losses that would not have been incurred otherwise. As a registered investment company, the Fund must "set aside" liquid assets (often referred to as "asset segregation"), or engage in other approved measures to "cover" open positions with respect to certain kinds of derivatives instruments. The Fund reserves the right to modify its asset segregation policies in the future to comply with any changes in the SEC's positions regarding asset segregation. -------------------------------------------------------------------------------- 44 [RIVERPARK LOGO] -------------------------------------------------------------------------------- The RiverPark Long/Short Opportunity Fund is exposed to counterparty credit risk through its investment in swap contracts. The RiverPark Long/Short Opportunity Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of default or bankruptcy of the counterparty, or if the counterparty fails to honor its obligations. The RiverPark Long/Short Opportunity Fund has entered into swap agreements with a single counterparty, focusing its exposure to the counterparty credit risk of that single counterparty. Further, the swap counterparty's obligation to the RiverPark Long/Short Opportunity Fund likely will not be collateralized. The RiverPark Long/Short Opportunity Fund intends to settle swap agreements at least monthly. 8. Other On March 31, 2014, the Funds had the following concentrations of shareholders holding 10% or more of the outstanding shares of the Funds. These represent omnibus shareholder accounts comprised of one or many individual shareholders. FUND RiverPark Large Growth Fund Institutional Class Shares 74% Retail Class Shares 94% RiverPark/Wedgewood Fund Institutional Class Shares 57% Retail Class Shares 93% RiverPark Short Term High Yield Fund Institutional Class Shares 66% Retail Class Shares 82% RiverPark Long/Short Opportunity Fund Institutional Class Shares 51% Retail Class Shares 89% RiverPark/Gargoyle Hedged Value Fund Institutional Class Shares 15% Retail Class Shares 80% RiverPark Structural Alpha Fund Institutional Class Shares 37% Retail Class Shares 84% RiverPark Strategic Income Fund Institutional Class Shares 76% Retail Class Shares 86% In the normal course of business, the Trust enters into contracts that contain a variety of representations which provide general indemnifications. The Trust's maximum exposure under these arrangements cannot be known; however, the Trust expects any risk of loss to be remote. 9. Subsequent Events The Funds have evaluated the need for additional disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no adjustments were required to the financial statements. -------------------------------------------------------------------------------- 45 Disclosure of Fund Expenses (Unaudited) [RIVERPARK LOGO] -------------------------------------------------------------------------------- All mutual funds have operating expenses. As a shareholder of a mutual fund, your investment is affected by these ongoing costs, which include (among others) costs for portfolio management, administrative services, and shareholder reports like this one. It is important for you to understand the impact of these costs on your investment returns. Operating expenses such as these are deducted from a mutual fund's gross income and directly reduce its final investment return. These expenses are expressed as a percentage of a mutual fund's average net assets; this percentage is known as a mutual fund's expense ratio. The following examples use the expense ratio and are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period. The table on the following page illustrates your Fund's costs in two ways. o Actual Fund Return. This section helps you to estimate the actual expenses after fee waivers that your Fund incurred over the period. The "Expenses Paid During Period" column shows the actual dollar expense incurred by a $1,000 investment in the Fund, and the "Ending Account Value" number is derived from deducting that expense from the Fund's gross investment return. You can use this information, together with the actual amount you invested in the Fund, to estimate the expenses you paid over that period. Simply divide your actual account value by $1,000 to arrive at a ratio (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply that ratio by the number shown for your Fund under "Expenses Paid During Period." o Hypothetical 5% Return. This section helps you compare your Fund's costs with those of other mutual funds. It assumes that the Fund had an annual 5% return before expenses during the year, but that the expense ratio (Column 3) for the period is unchanged. This example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to make this 5% calculation. You can assess your Fund's comparative cost by comparing the hypothetical result for your Fund in the "Expenses Paid During Period" column with those that appear in the same charts in the shareholder reports for other mutual funds. Note: Because the return is set at 5% for comparison purposes -- NOT your Fund's actual return--the account values shown may not apply to your specific investment. -------------------------------------------------------------------------------- 46 Disclosure of Fund Expenses (Unaudited) (continued) [RIVERPARK LOGO] --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ Beginning Ending Net Expenses Account Account Annualized Paid Value Value Expense During 10/1/13 3/31/13 Ratios Period* ------------------------------------------------------------------------------------------------------------------------------------ RiverPark Large Growth Fund -- Institutional Class Shares Actual Fund Return $1,000.00 $1,131.30 1.00% $5.31 Hypothetical 5% Return 1,000.00 1,019.95 1.00 5.04 ------------------------------------------------------------------------------------------------------------------------------------ RiverPark Large Growth Fund -- Retail Class Shares Actual Fund Return 1,000.00 1,130.00 1.25 6.64 Hypothetical 5% Return 1,000.00 1,018.70 1.25 6.29 ------------------------------------------------------------------------------------------------------------------------------------ RiverPark/Wedgewood Fund -- Institutional Class Shares Actual Fund Return 1,000.00 1,129.20 0.89 4.72 Hypothetical 5% Return 1,000.00 1,020.69 0.89 4.48 ------------------------------------------------------------------------------------------------------------------------------------ RiverPark/Wedgewood Fund -- Retail Class Shares Actual Fund Return 1,000.00 1,128.90 1.01 5.36 Hypothetical 5% Return 1,000.00 1,019.90 1.01 5.09 ------------------------------------------------------------------------------------------------------------------------------------ RiverPark Short Term High Yield Fund -- Institutional Class Shares Actual Fund Return 1,000.00 1,021.20 0.88 4.43 Hypothetical 5% Return 1,000.00 1,020.49 0.88 4.43 ------------------------------------------------------------------------------------------------------------------------------------ RiverPark Short Term High Yield Fund -- Retail Class Shares Actual Fund Return 1,000.00 1,019.90 1.23 6.19 Hypothetical 5% Return 1,000.00 1,019.20 1.23 6.19 ------------------------------------------------------------------------------------------------------------------------------------ RiverPark Long/Short Opportunity Fund -- Institutional Class Shares Actual Fund Return 1,000.00 1,062.40 3.14+ 16.15 Hypothetical 5% Return 1,000.00 1,009.27 3.14 15.73 ------------------------------------------------------------------------------------------------------------------------------------ RiverPark Long/Short Opportunity Fund -- Retail Class Shares Actual Fund Return 1,000.00 1,060.50 3.29+ 16.90 Hypothetical 5% Return 1,000.00 1,008.53 3.29 16.47 ------------------------------------------------------------------------------------------------------------------------------------ RiverPark/Gargoyle Hedged Value Fund -- Institutional Class Shares Actual Fund Return 1,000.00 1,126.40 1.25 6.63 Hypothetical 5% Return 1,000.00 1,018.70 1.25 6.29 ------------------------------------------------------------------------------------------------------------------------------------ RiverPark/Gargoyle Hedged Value Fund -- Retail Class Shares Actual Fund Return 1,000.00 1,124.30 1.50 7.94 Hypothetical 5% Return 1,000.00 1,017.45 1.50 7.54 ------------------------------------------------------------------------------------------------------------------------------------ RiverPark Structural Alpha Fund -- Institutional Class Shares Actual Fund Return 1,000.00 1,028.50 1.75 8.85 Hypothetical 5% Return 1,000.00 1,016.21 1.75 8.80 ------------------------------------------------------------------------------------------------------------------------------------ RiverPark Structural Alpha Fund -- Retail Class Shares Actual Fund Return 1,000.00 1,026.50 2.00 10.10 Hypothetical 5% Return 1,000.00 1,014.96 2.00 10.05 ------------------------------------------------------------------------------------------------------------------------------------ RiverPark Strategic Income Fund -- Institutional Class Shares Actual Fund Return 1,000.00 1,051.50 1.00 5.11 Hypothetical 5% Return 1,000.00 1,019.95 1.00 5.04 ------------------------------------------------------------------------------------------------------------------------------------ RiverPark Strategic Income Fund -- Retail Class Shares Actual Fund Return 1,000.00 1,051.50 1.25 6.39 Hypothetical 5% Return 1,000.00 1,018.70 1.25 6.29 ------------------------------------------------------------------------------------------------------------------------------------
* Unless otherwise indicated, expenses are equal to the Fund's annualized expense ratio multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period). + The annualized expense ratios include dividend expense and stock loan fees incurred during the six month period. -------------------------------------------------------------------------------- 47 (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, 3rd Floor New York, NY 10282 Credit Suisse Securities (USA) LLC 300 Conshohocken State Rd -- Ste 600 West Conshohocken, PA 19428 Interactive Brokers LLC 209 South LaSalle Street Suite 1000 Chicago, IL 60604 TRANSFER AGENT DST Systems, Inc. 333 West 11th Street, 5th Floor Kansas City, Missouri 64105 ADMINISTRATOR SEI Investments Global Funds Services One Freedom Valley Drive Oaks, Pennsylvania 19456 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Cohen Fund Audit Services, Ltd. 1350 Euclid Ave., Suite 800 Cleveland, Ohio 44115 DISTRIBUTOR SEI Investments Distribution Co. One Freedom Valley Drive Oaks, Pennsylvania 19456 FUND COUNSEL Blank Rome LLP 405 Lexington Avenue New York, New York 10174-0208 RPF-SA-001-0400 ITEM 2. CODE OF ETHICS. Not applicable for semi-annual report. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable for semi-annual report. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable for semi-annual report. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable to open-end management investment companies. ITEM 6. SCHEDULE OF INVESTMENTS. See Item 1. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable to open-end management investment companies. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable to open-end management investment companies. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable to open-end management investment companies. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 11. CONTROLS AND PROCEDURES. (a) The certifying officers, whose certifications are included herewith, have evaluated the registrant's disclosure controls and procedures within 90 days of the filing date of this report. In their opinion, based on their evaluation, the registrant's disclosure controls and procedures are adequately designed, and are operating effectively to ensure, that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. (b) There were no significant changes in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the registrant's last fiscal half-year that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEMS 12. EXHIBITS. (a)(1) Not applicable for semi-annual report. (a)(2) A separate certification for the principal executive officer and the principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(a)), are filed herewith. (b) Officer certifications as required by Rule 30a-2(b) under the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(b)) also accompany this filing as an Exhibit. -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) RiverPark Funds Trust By (Signature and Title)* /s/ Morty Schaja ---------------- Morty Schaja President Date: June 27, 2014 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ Morty Schaja ---------------- Morty Schaja President Date: June 27, 2014 By (Signature and Title)* /s/ James F. Volk ----------------- James F. Volk Chief Financial Officer and Treasurer Date: June 27, 2014 * Print the name and title of each signing officer under his or her signature. EX-99.CERT 2 ex-cert.txt CERTIFICATION Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Morty Schaja, certify that: 1. I have reviewed this report on Form N-CSRS/A of RiverPark Funds Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940)for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: June 27, 2014 /s/ Morty Schaja ---------------- Morty Schaja President CERTIFICATION Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, James F. Volk, certify that: 1. I have reviewed this report on Form N-CSRS/A of RiverPark Funds Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940)for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: June 27, 2014 /s/ James F. Volk ----------------- James F. Volk Chief Financial Officer and Treasurer EX-99.906 CERT 3 ex-906cert.txt CERTIFICATION Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 The undersigned, the President of RiverPark Funds Trust, with respect to the registrant's Form N-CSRS/A for the period ended March 31, 2014 as filed with the Securities and Exchange Commission, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: 1. such Form N-CSRS/A fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. the information contained in such Form N-CSRS/A fairly presents, in all material respects, the financial condition and results of operations of the registrant. Dated: June 27, 2014 /s/ Morty Schaja ---------------- Morty Schaja CERTIFICATION Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 The undersigned, the Chief Financial Officer and Treasurer of RiverPark Funds Trust, with respect to the registrant's Form N-CSRS/A for the period ended March 31, 2014 as filed with the Securities and Exchange Commission, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: 1. such Form N-CSRS/A fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. the information contained in such Form N-CSRS/A fairly presents, in all material respects, the financial condition and results of operations of the registrant. Dated: June 27, 2014 /s/ James F. Volk ----------------- James F. Volk