N-CSR 1 riverpark-ncsr.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________ FORM N-CSR ________ CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES INVESTMENT COMPANY ACT FILE NUMBER 811-22431 RIVERPARK FUNDS TRUST (Exact name of registrant as specified in charter) ________ 156 West 56th Street, 17th Floor New York, NY 10019 (Address of principal executive offices) (Zip code) Morty Schaja 156 West 56th Street, 17th Floor New York, NY 10019 (Name and address of agent for service) With copies to: Thomas R. Westle Blank Rome LLP 405 Lexington Avenue New York, NY 10174 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 212-484-2100 DATE OF FISCAL YEAR END: SEPTEMBER 30, 2015 DATE OF REPORTING PERIOD: SEPTEMBER 30, 2015 ITEM 1. REPORTS TO STOCKHOLDERS. [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- ANNUAL REPORT SEPTEMBER 30, 2015 -------------------------------------------------------------------------------- RIVERPARK LARGE GROWTH FUND Retail Class and Institutional Class Shares RIVERPARK/WEDGEWOOD FUND Retail Class and Institutional Class Shares RIVERPARK SHORT TERM HIGH YIELD FUND Retail Class and Institutional Class Shares RIVERPARK LONG/SHORT OPPORTUNITY FUND Retail Class and Institutional Class Shares RIVERPARK STRUCTURAL ALPHA FUND Retail Class and Institutional Class Shares RIVERPARK STRATEGIC INCOME FUND Retail Class and Institutional Class Shares RIVERPARK FOCUSED VALUE FUND Retail Class and Institutional Class Shares Investment Adviser: RiverPark Advisors, LLC [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- TABLE OF CONTENTS -------------------------------------------------------------------------------- Management's Discussion of Fund Performance and Analysis RiverPark Large Growth Fund ............................................ 1 RiverPark/Wedgewood Fund ............................................... 3 RiverPark Short Term High Yield Fund ................................... 5 RiverPark Long/Short Opportunity Fund .................................. 7 RiverPark Structural Alpha Fund ........................................ 11 RiverPark Strategic Income Fund ........................................ 14 RiverPark Focused Value Fund ........................................... 16 Schedules of Investments RiverPark Large Growth Fund ............................................ 18 RiverPark/Wedgewood Fund ............................................... 19 RiverPark Short Term High Yield Fund ................................... 20 RiverPark Long/Short Opportunity Fund .................................. 22 RiverPark Structural Alpha Fund ........................................ 26 RiverPark Strategic Income Fund ........................................ 28 RiverPark Focused Value Fund ........................................... 31 Statements of Assets and Liabilities ...................................... 32 Statements of Operations .................................................. 34 Statements of Changes in Net Assets ....................................... 36 Financial Highlights ...................................................... 40 Notes to Financial Statements ............................................. 44 Report of Independent Registered Public Accounting Firm ................... 58 Trustees and Officers of the Trust ........................................ 59 Disclosure of Fund Expenses ............................................... 61 Approval of the Investment Advisory and Investment Sub-Advisory Agreements .............................................................. 63 Proxy Voting Results ...................................................... 67 Notice to Shareholders .................................................... 68 The RiverPark Funds file their complete schedules of fund holdings with the Securities and Exchange Commission (the "Commission") for the first and third quarters of each fiscal year on Form N-Q within sixty days after the end of the period. The Funds' Forms N-Q are available on the Commission's website at http://www.sec.gov, and may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. A description of the policies and procedures that the Funds use to determine how to vote proxies relating to fund securities, as well as information relating to how a Fund voted proxies relating to fund securities during the most recent period ended June 30 is available (i) without charge, upon request, by calling 888-564-4517; and (ii) on the Commission's website at http://www.sec.gov. [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS RIVERPARK LARGE GROWTH FUND For the fiscal year ended September 30, 2015, the RiverPark Large Growth Fund (the "Fund") lost 5.03% and 5.23% on its Institutional Class Shares and Retail Class Shares, respectively, while the Russell 1000 Growth Index gained 3.17% and the S&P 500 Index lost 0.61%. Investment results for the fiscal year were not uniform across quarters. The Institutional Class Shares gained 2.83% for the December quarter, 0.98% for the March quarter, and 1.19% for the June quarter, and lost 9.61% in the September quarter. The Fund's investment results were not uniform across sectors. The Fund's best fiscal year-to-date performing sectors were Information Technology, Financials, Health Care and Telecommunication Services. The Fund's worst fiscal year-to-date performing sectors were Energy, Consumer Discretionary, Materials and Industrials. The Fund's best fiscal year-to-date performers were Equinix, Starbucks, Dollarama, Visa and MasterCard. The Fund's worst fiscal year-to-date performers were Southwestern Energy, Las Vegas Sands, Trimble Navigation, Schlumberger and Wynn Resorts. The RiverPark Large Growth Fund seeks to make investments in securities of large capitalization companies, which it defines as those in excess of $5 billion. The Fund invests in what it believes are exciting growth businesses with significant long-term growth potential, but patiently waits for opportunities to purchase these companies at attractive prices. RiverPark believes the style is best described as a "value orientation toward growth." RiverPark believes that the current market environment provides it with an opportunity to own a diversified portfolio of growth stocks at attractive valuations. We are cautiously optimistic that we can achieve our long-term objective of realizing above average rates of return over the next few years. This represents the manager's assessment of the market environment at a specific point in time and should not be relied upon by the reader as research or investment advice. The Russell 1000 Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000 Index companies with higher price-to-book ratios and higher forecasted growth values. The S&P 500 Index is an unmanaged market capitalization value weighted composite index of 500 stocks. -------------------------------------------------------------------------------- 1 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE RIVERPARK LARGE GROWTH FUND, RETAIL CLASS SHARES, VERSUS THE RUSSELL 1000 GROWTH INDEX AND THE S&P 500 INDEX
------------------------------------------------------------------------------------------------------ AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED SEPTEMBER 30, 2015 ------------------------------------------------------------------------------------------------------ ANNUALIZED ANNUALIZED ANNUALIZED ONE YEAR RETURN 3 YEAR RETURN 5 YEAR RETURN INCEPTION TO DATE* ------------------------------------------------------------------------------------------------------ Institutional Class Shares -5.03% 10.08% 12.22% 12.22% ------------------------------------------------------------------------------------------------------ Retail Class Shares -5.23% 9.80% 11.94% 11.94% ------------------------------------------------------------------------------------------------------ Russell 1000 Growth Index 3.17% 13.61% 14.47% 14.47% ------------------------------------------------------------------------------------------------------ S&P 500 Index -0.61% 12.40% 13.34% 13.34% ------------------------------------------------------------------------------------------------------
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------------------------------------------------------------------------------------------------------------- Initial Investment Date 9/30/10 Sep 11 Sep 12 Sep 13 Sep 14 Sep 15 ------------------------------------------------------------------------------------------------------------- RiverPark Large Growth Fund, Retail $10,000 $10,119 $13,275 $16,347 $18,544 $17,573 ------------------------------------------------------------------------------------------------------------- Russell 1000 Growth Index $10,000 $10,378 $13,407 $15,991 $19,053 $19,658 ------------------------------------------------------------------------------------------------------------- S&P 500 Index $10,000 $10,114 $13,169 $15,716 $18,818 $18,702 -------------------------------------------------------------------------------------------------------------
* Fund commenced operations on September 30, 2010. Returns shown above are calculated assuming reinvestment of all dividends and distributions. Returns do not reflect the deduction of taxes that a shareholder would pay on dividends or distributions or the redemption of shares from a fund. Returns reflect fee waivers and/or reimbursements in effect for the period; absent fee waivers and reimbursements, performance would have been lower. Results represent past performance and do not indicate future results. The value of an investment in the Fund and the return on investment both will fluctuate and redemption proceeds may be higher or lower than a shareholder's original cost. Performance of the Institutional Class Shares differs due to the differences in expenses. Current performance may be lower or higher than that shown here. Unlike the Fund's comparative benchmarks, the Fund's total returns are reduced by its annual operating expenses. Please note that one cannot invest directly in an unmanaged index. -------------------------------------------------------------------------------- 2 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS RIVERPARK/WEDGEWOOD FUND For the fiscal year ended September 30, 2015, the RiverPark/Wedgewood Fund (the "Fund") lost 3.52% and 3.83% on its Institutional Class Shares and Retail Class Shares, respectively, while the Russell 1000 Growth Index gained 3.17% and the S&P 500 Index lost 0.61%. Investment results for the fiscal year were not uniform across quarters. The Institutional Class Shares gained 5.25% for December quarter, 0.70% for the March quarter, and lost 1.45% for the June quarter, and 7.64% in the September quarter. The Fund's investment results were not uniform across sectors. The Fund's best fiscal year-to-date performing sectors were Health Care, Information Technology, and Industrials. The Fund's worst fiscal year-to-date performing sectors were Energy, Consumer Staples, Financials and Consumer Discretionary. The Fund's best fiscal year-to-date performers were Cognizant Technology Solutions, Visa, Express Scripts, Stericycle and Verisk Analytics. The Fund's worst fiscal year-to-date performers were National Oilwell Varco, Qualcomm, Schlumberger, Mead Johnson Nutrition and Coach. The RiverPark/Wedgewood Fund seeks to make investments in about 19-21 companies, with market capitalizations in excess of $5 billion, which it believes have above-average growth prospects. The Fund invests in businesses that it believes are market leaders with a long-term sustainable competitive advantage. It patiently waits for opportunities to purchase what it believes are great businesses at attractive prices. While the Fund invests in growth. it believes that valuation is the key to generating attractive returns over the long-term. Unlike most growth investors, Wedgewood is not a momentum investor but rather a contrarian growth investor. Wedgewood is a firm that believes in investing as opposed to trading and generally experiences an annual portfolio turnover of less than 50%. Wedgewood believes that the current market environment provides it with an opportunity to own a portfolio of growth stocks at attractive valuations. We are cautiously optimistic that we can achieve our long-term objective of realizing above average rates of return over the next few years. This represents the manager's assessment of the market environment at a specific point in time and should not be relied upon by the reader as research or investment advice. The Russell 1000 Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000 Index companies with higher price-to-book ratios and higher forecasted growth values. The S&P 500 Index is an unmanaged market capitalization value weighted composite index of 500 stocks. -------------------------------------------------------------------------------- 3 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE RIVERPARK/WEDGEWOOD FUND, RETAIL CLASS SHARES, VERSUS THE RUSSELL 1000 GROWTH INDEX AND THE S&P 500 INDEX
------------------------------------------------------------------------------------------------------ AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED SEPTEMBER 30, 2015 ------------------------------------------------------------------------------------------------------ ANNUALIZED ANNUALIZED ANNUALIZED ONE YEAR RETURN 3 YEAR RETURN 5 YEAR RETURN INCEPTION TO DATE* ------------------------------------------------------------------------------------------------------ Institutional Class Shares -3.52% 9.15% 12.57% 12.57% ------------------------------------------------------------------------------------------------------ Retail Class Shares -3.83% 8.88% 12.30% 12.30% ------------------------------------------------------------------------------------------------------ Russell 1000 Growth Index 3.17% 13.61% 14.47% 14.47% ------------------------------------------------------------------------------------------------------ S&P 500 Index -0.61% 12.40% 13.34% 13.34% ------------------------------------------------------------------------------------------------------
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------------------------------------------------------------------------------------------------------------- Initial Investment Date 9/30/10 Sep 11 Sep 12 Sep 13 Sep 14 Sep 15 ------------------------------------------------------------------------------------------------------------- RiverPark/Wedgewood Fund, Retail $10,000 $10,312 $13,836 $16,160 $18,569 $17,858 ------------------------------------------------------------------------------------------------------------- Russell 1000 Growth Index $10,000 $10,378 $13,407 $15,991 $19,053 $19,658 ------------------------------------------------------------------------------------------------------------- S&P 500 Index $10,000 $10,114 $13,169 $15,716 $18,818 $18,702 -------------------------------------------------------------------------------------------------------------
* Fund commenced operations on September 30, 2010. Returns shown above are calculated assuming reinvestment of all dividends and distributions. Returns do not reflect the deduction of taxes that a shareholder would pay on dividends or distributions or the redemption of shares from a fund. Returns reflect fee waivers and/or reimbursements in effect for the period; absent fee waivers and reimbursements, performance would have been lower. Effective July 5, 2013, the Fund fully recaptured previously waived investment advisory fees. Results represent past performance and do not indicate future results. The value of an investment in the Fund and the return on investment both will fluctuate and redemption proceeds may be higher or lower than a shareholder's original cost. Performance of the Institutional Class Shares differs due to the differences in expenses. Current performance may be lower or higher than that shown here. Unlike the Fund's comparative benchmarks, the Fund's total returns are reduced by its annual operating expenses. Please note that one cannot invest directly in an unmanaged index. -------------------------------------------------------------------------------- 4 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS RIVERPARK SHORT TERM HIGH YIELD FUND For the fiscal year ended September 30, 2015, the RiverPark Short Term High Yield Fund (the "Fund") gained 1.72% and 1.47% on its Institutional Class Shares and Retail Class Shares, respectively, while the BofA Merrill Lynch 1-3 Year U.S. Corporate Bond Index gained 1.12%, the BofA Merrill Lynch 1-Year U.S. Treasury Index gained 0.25% and the BofA Merrill Lynch 0-3 Year U.S. High Yield Index Excluding Financials lost 0.52%. Investment results for the Fiscal Year were not uniform across quarters. The Institutional Class Shares gained 0.77% for December quarter, 0.70% for the March quarter, 0.54% for the June quarter, and lost 0.29% in the September quarter. The Fund realized positive contributions from its investments in four of its five categories of investment. The Fund realized a contribution to its performance of 0.96% in its investments in the Event-Driven Category, 0.76% in Short Term Maturities, 0.61% in Redeemed Debt, 0.40% in Strategic Recap, and lost 0.12% in Cushion Bonds investments. The Fund continues to strive for an attractive yield while maintaining a weighted average maturity of less than one year. As of September 30, 2015, 57% of the Fund's invested portfolio is expected to mature or be repaid within 90 days, while 84% of the Fund's invested portfolio is expected to mature or be repaid within 12 months. Over 62% of the invested portfolio is expected to be repaid as the result of a corporate event (redemption or early retirement due to an acquisition or recapitalization). The RiverPark Short Term High Yield Fund focuses on short term high yield securities for which they believe credit ratings do not accurately reflect a company's ability to meet their short term credit obligations. The RiverPark Short Term High Yield Fund seeks to make investments in fixed income securities of companies that have announced or, in Cohanzick's opinion, will announce a funding event, reorganization or other corporate event that they believe will have a positive impact on a company's ability to repay their debt. Additionally, the Fund will invest in securities in which it perceives there is limited near term risk of default. In Cohanzick's view, the risks associated with investing in short term high yield debt are very different from investing in long-dated paper in which operating performance and business sustainability are of primary concern. This represents the manager's assessment of the market environment at a specific point in time and should not be relied upon by the reader as research or investment advice. The BofA Merrill Lynch 1-3 Year U.S. Corporate Bond Index is an unmanaged index comprised of U.S. dollar denominated investment grade corporate debt securities publicly issued in the U.S. domestic market with at least one year remaining term to final maturity. The BofA Merrill Lynch 1-Year U.S. Treasury Index tracks the performance of U.S. dollar denominated sovereign debt publicly issued by the U.S. government in its domestic market with at least one year remaining term to final maturity. The BofA Merrill Lynch 0-3 Year U.S. High Yield Index Excluding Financials considers all securities from the BofA Merrill Lynch U.S. High Yield Master II Index and the BofA Merrill Lynch U.S. High Yield, 0-1 Year Index, and then applies the following filters: securities greater than or equal to one month but less than 3 years to final maturity, and exclude all securities with Level 2 sector classification = Financial (FNCL). -------------------------------------------------------------------------------- 5 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE RIVERPARK SHORT TERM HIGH YIELD FUND, RETAIL CLASS SHARES, VERSUS THE BOFA MERRILL LYNCH 1-3 YEAR U.S. CORPORATE BOND INDEX, THE BOFA MERRILL LYNCH 1-YEAR U.S. TREASURY INDEX AND THE BOFA MERRILL LYNCH 0-3 YEAR U.S. HIGH YIELD INDEX EXCLUDING FINANCIALS
-------------------------------------------------------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED SEPTEMBER 30, 2015 -------------------------------------------------------------------------------------------------------------------------------- ANNUALIZED ANNUALIZED ANNUALIZED ONE YEAR RETURN 3 YEAR RETURN 5 YEAR RETURN INCEPTION TO DATE* -------------------------------------------------------------------------------------------------------------------------------- Institutional Class Shares 1.72% 2.86% 3.41% 3.41% -------------------------------------------------------------------------------------------------------------------------------- Retail Class Shares 1.47% 2.54% 3.11% 3.11% -------------------------------------------------------------------------------------------------------------------------------- BofA Merrill Lynch 1-3 Year U.S. Corporate Bond Index 1.12% 1.56% 2.11% 2.11% -------------------------------------------------------------------------------------------------------------------------------- BofA Merrill Lynch 1-Year U.S. Treasury Index 0.25% 0.27% 0.33% 0.33% -------------------------------------------------------------------------------------------------------------------------------- BofA Merrill Lynch 0-3 Year U.S. High Yield Index Excluding Financials -0.52% 3.29% 4.47% 4.47% --------------------------------------------------------------------------------------------------------------------------------
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---------------------------------------------------------------------------------------------------------------------------- Initial Investment Date 9/30/10 Sep 11 Sep 12 Sep 13 Sep 14 Sep 15 ---------------------------------------------------------------------------------------------------------------------------- RiverPark Short Term High Yield Fund, Retail $10,000 $10,306 $10,809 $11,149 $11,486 $11,655 ---------------------------------------------------------------------------------------------------------------------------- BofA Merrill Lynch 1-3 Year Corporate Bond Index $10,000 $10,141 $10,598 $10,785 $10,981 $11,104 ---------------------------------------------------------------------------------------------------------------------------- BofA Merrill Lynch 1-Year Treasury Index $10,000 $10,055 $10,082 $10,113 $10,139 $10,165 ---------------------------------------------------------------------------------------------------------------------------- BofA Merrill Lynch 0-3 Year US High Yield ex-Financials $10,000 $10,220 $11,293 $12,071 $12,509 $12,444 ----------------------------------------------------------------------------------------------------------------------------
* Fund commenced operations on September 30, 2010. Returns shown above are calculated assuming reinvestment of all dividends and distributions. Returns do not reflect the deduction of taxes that a shareholder would pay on dividends or distributions or the redemption of shares from a fund. Returns reflect fee waivers and/or reimbursements in effect for the period; absent fee waivers and reimbursements, performance would have been lower. Results represent past performance and do not indicate future results. The value of an investment in the Fund and the return on investment both will fluctuate and redemption proceeds may be higher or lower than a shareholder's original cost. Performance of the Institutional Class Shares differs due to the differences in expenses. Current performance may be lower or higher than that shown here. Unlike the Fund's comparative benchmarks, the Fund's total returns are reduced by its annual operating expenses. Please note that one cannot invest directly in an unmanaged index. -------------------------------------------------------------------------------- 6 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS RIVERPARK LONG/SHORT OPPORTUNITY FUND For the fiscal year ended September 30, 2015, the RiverPark Long/Short Opportunity Fund (the "Fund") lost 4.00% and 4.11% on its Institutional Class Shares and Retail Class Shares respectively, while the S&P 500 Index lost 0.61% and the Morningstar Long/Short Equity Category lost 2.41%. The average gross and net month-end exposures of the Fund for the fiscal year were 161% and 59% (long 110%, short 51%), respectively. The Fund's long positions detracted approximately 3.2% for the fiscal year, as compared to the performance of the broad stock market as measured by the S&P 500 Index which lost 0.6%. The Fund was positively affected by its short positions which contributed 1.4% for the fiscal year ended September 30, 2015. Our holdings in the short book declined approximately 2.7%, which was more than the performance of the S&P 500 Index. We still believe the Fund's shorts are comprised of businesses facing major headwinds going forward and have flawed business models. Investment results for the fiscal year were not uniform across quarters. The Institutional Class Shares lost 0.38% for December quarter, gained 0.96% for the March quarter, gained 3.12% for the June quarter, and lost 7.43% in the September quarter. The Fund's investment results were not uniform across sectors. The Fund's best fiscal year-to-date performing sectors were Financials, Consumer Discretionary, Information Technology, Industrials and Telecommunication Services. The Fund's worst fiscal year-to-date performing sectors were Energy, Index, Materials, Consumer Staples and Healthcare. The Fund's best fiscal year-to-date performers were Dollarama, Equinix, Starbucks, Visa, and MasterCard. The Fund's worst fiscal year-to-date performers were comprised of Southwestern Energy, Las Vegas Sands, Wynn Resorts, Trimble Navigation and Schlumberger. Derivatives, which were used to marginally leverage the long positions through total return swaps or equity options, detracted approximately 2.0% from the Fund performance. The RiverPark Long/Short Opportunity Fund seeks long-term capital appreciation while managing downside volatility by investing long in equity securities that the Fund's investment adviser believes have above-average growth prospects and selling short equity securities the Adviser believes are competitively disadvantaged over the long-term. The Fund is an opportunistic long/short investment fund. The Fund's investment goal is to achieve above average rates of return with less volatility and less downside risk as compared to U.S. equity markets. We believe the long book is currently comprised of businesses that are attractively priced as, on average, their businesses have experienced earnings growth in excess of their stock price gains. We believe the substantial appreciation of the short book, much of it due to valuation expansion along with or exceeding the market's, has created an unusually attractive opportunity to short businesses that we believe are flawed at what we believe are full or excessive values. This represents the manager's assessment of the market environment at a specific point in time and should not be relied upon by the reader as research or investment advice. The S&P 500 Index is an unmanaged market capitalization value weighted composite index of 500 stocks. The Morningstar Long/Short Equity Category portfolios hold sizable stakes in both long and short positions. Some funds that fall into this category are market neutral - dividing their exposure equally between long and short positions in an attempt to earn a modest return that is not tied to the market's fortunes. Other portfolios that are not market neutral will shift their exposure to long and short positions depending upon their macro outlook or the opportunities they uncover through bottom-up research. -------------------------------------------------------------------------------- 7 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS RIVERPARK LONG/SHORT OPPORTUNITY FUND (UNAUDITED) SUPPLEMENTAL DISCLOSURE: The following represents a reconciliation of accounting principles generally accepted in the United States of America ("GAAP") to non-GAAP exposure for underlying investments that are held by the Fund through investments in common stock, total return swap transactions and option transactions as of September 30, 2015. The total non-GAAP exposure is calculated by using the common stock plus the notional swap and the delta-adjusted options values divided by the net asset value of the Fund as of September 30, 2015. COMMON STOCK, TOTAL RETURN SWAPS AND PURCHASED OPTIONS: GAAP NON-GAAP EXPOSURE EXPOSURE -------- -------- Akamai Technologies Inc Equity Options* 0.0% -- ----- ---- 0.0% -- ----- ---- Alliance Data Systems Common Stock 2.2% 2.2% Total Return Swap -- 0.5% ----- ---- 2.2% 2.7% ----- ---- American Tower Corp Common Stock 2.7% 2.7% Total Return Swap -- 0.8% ----- ---- 2.7% 3.5% ----- ---- Apollo Education Group Inc Equity Options* 0.1% -- ----- ---- 0.1% -- ----- ---- Apple Inc Common Stock 2.3% 2.3% Total Return Swap -- 0.4% ----- ---- 2.3% 2.7% ----- ---- Cabot Oil & Gas Corp Common Stock 0.8% 0.8% Total Return Swap -- 0.2% ----- ---- 0.8% 1.0% ----- ---- CME Group Inc Common Stock 2.4% 2.4% Total Return Swap -- 0.6% ----- ---- 2.4% 3.0% ----- ---- Dollar Tree Inc Common Stock 2.1% 2.1% Total Return Swap -- 1.7% ----- ---- 2.1% 3.8% ----- ---- eBay Inc Common Stock 0.7% 0.7% Total Return Swap -- 1.5% ----- ---- 0.7% 2.2% ----- ---- GAAP NON-GAAP EXPOSURE EXPOSURE -------- -------- Electronic Arts Equity Options* 0.0% -- ----- ---- 0.0% -- ----- ---- Google Inc: Google Inc, Class C Common Stock 3.1% 3.1% Total Return Swap -- 0.4% Google Inc, Class A Common Stock 3.2% 3.2% Total Return Swap -- 0.2% ----- ---- 6.3% 6.9% ----- ---- Las Vegas Sands Corp Common Stock 2.5% 2.5% Equity Options 0.0% 0.0% Total Return Swap -- 0.2% ----- ---- 2.5% 2.7% ----- ---- MasterCard Inc Common Stock 1.0% 1.0% Total Return Swap -- 1.6% ----- ---- 1.0% 2.6% ----- ---- Priceline Group Inc Common Stock 3.8% 3.8% Total Return Swap -- 0.1% ----- ---- 3.8% 3.9% ----- ---- QUALCOMM Inc Common Stock 1.1% 1.1% Total Return Swap -- 0.1% ----- ---- 1.1% 1.2% ----- ---- SBA Communications Corp Common Stock 1.3% 1.3% Total Return Swap -- 0.1% ----- ---- 1.3% 1.4% ----- ---- Schlumberger Ltd Common Stock 1.8% 1.8% Total Return Swap -- 1.0% ----- ---- 1.8% 2.8% ----- ---- -------------------------------------------------------------------------------- 8 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS RIVERPARK LONG/SHORT OPPORTUNITY FUND (UNAUDITED) SUPPLEMENTAL DISCLOSURE (CONTINUED): COMMON STOCK, TOTAL RETURN SWAPS AND PURCHASED OPTIONS (CONTINUED): GAAP NON-GAAP EXPOSURE EXPOSURE -------- -------- Southwestern Energy Co Common Stock 2.2% 2.2% Total Return Swap -- 0.8% ------- ------ 2.2% 3.0% ------- ------ Visa Inc Common Stock 2.0% 2.0% Total Return Swap -- 0.6% ------- ------ 2.0% 2.6% ------- ------ Walt Disney Co Common Stock 0.4% 0.4% Total Return Swap -- 2.1% ------- ------ 0.4% 2.5% ------- ------ Wynn Resorts Ltd Equity Options 0.0% 0.0% ------- ------ 0.0% 0.0% ------- ------ Remaining Underliers Common Stock 52.3% 52.3% ------- ------ Total, before Time Deposit 88.0% 100.8% ------- ------ Time Deposit 9.3% 9.3% ------- ------ Total Common Stock, Total Return Swaps & Purchased Options, after Time Deposit 97.3% 110.1% ======= ====== SECURITIES SOLD SHORT AND WRITTEN OPTIONS: GAAP NON-GAAP EXPOSURE EXPOSURE -------- -------- Akamai Technologies Inc Equity Options* 0.0% -0.2% ------- ------ 0.0% -0.2% ------- ------ Apollo Education Group Inc Equity Options* 0.0% -0.1% ------- ------ 0.0% -0.1% ------- ------ Electronic Arts Equity Options* -0.1% -0.5% ------- ------ -0.1% -0.5% ------- ------ Remaining Underliers Common Stock -48.2% -48.2% ------- ------ Total Securities Sold Short and Written Options -48.3% -49.0% ======= ====== * Held both long (purchased) and short (written). -------------------------------------------------------------------------------- 9 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE RIVERPARK LONG/SHORT OPPORTUNITY FUND, RETAIL CLASS SHARES, VERSUS THE S&P 500 INDEX AND MORNINGSTAR LONG/SHORT EQUITY CATEGORY
------------------------------------------------------------------------------------------------------------ AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED SEPTEMBER 30, 2015 ------------------------------------------------------------------------------------------------------------ ANNUALIZED ANNUALIZED ANNUALIZED ONE YEAR RETURN 3 YEAR RETURN 5 YEAR RETURN* INCEPTION TO DATE* ------------------------------------------------------------------------------------------------------------ Institutional Class Shares -4.00% 0.15% 6.80% 6.05% ------------------------------------------------------------------------------------------------------------ Retail Class Shares -4.11% -0.01% 6.67% 5.95% ------------------------------------------------------------------------------------------------------------ S&P 500 Index -0.61% 12.40% 13.34% 12.80% ------------------------------------------------------------------------------------------------------------ Morningstar Long/Short Equity Category -2.41% 4.20% 3.48% 3.16% ------------------------------------------------------------------------------------------------------------
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------------------------------------------------------------------------------------------------------------------------------------ Initial Investment Date 9/30/09 Sep 10 Sep 11 Sep 12 Sep 13 Sep 14 Sep 15 ------------------------------------------------------------------------------------------------------------------------------------ RiverPark Long/Short Opportunity, Retail $10,000 $10,242 $10,708 $14,151 $14,215 $14,751 $14,145 ------------------------------------------------------------------------------------------------------------------------------------ S&P 500 Index $10,000 $11,016 $11,142 $14,507 $17,313 $20,730 $20,603 ------------------------------------------------------------------------------------------------------------------------------------ Morningstar Long/Short Equity Category $10,000 $10,160 $9,859 $10,655 $11,647 $12,389 $12,055 ------------------------------------------------------------------------------------------------------------------------------------
* Fund commenced operations on March 30, 2012. The performance data quoted for periods prior to March 30, 2012 is that of the Predecessor Fund. The Predecessor Fund commenced operations on September 30, 2009. The Predecessor Fund was not a registered mutual fund and was not subject to the same investment and tax restrictions as the Fund. If it had been, the Predecessor Fund's performance might have been lower. Performance shown for periods of one year and greater are annualized. For periods after March 30, 2012, the returns shown above are calculated assuming reinvestment of all dividends and distributions. Returns do not reflect the deduction of taxes that a shareholder would pay on dividends or distributions or the redemption of shares from a fund. Returns reflect fee waivers and/or reimbursements in effect for the period; absent fee waivers and reimbursements, performance would have been lower. Results represent past performance and do not indicate future results. The value of an investment in the Fund and the return on investment both will fluctuate and redemption proceeds may be higher or lower than a shareholder's original cost. Performance of the Institutional Class Shares differs due to the differences in expenses. Current performance may be lower or higher than that shown here. Unlike the Fund's comparative benchmarks, the Fund's total returns are reduced by its annual operating expenses. Please note that one cannot invest directly in an unmanaged index. -------------------------------------------------------------------------------- 10 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS RIVERPARK STRUCTURAL ALPHA FUND For the fiscal year ended September 30, 2015, the RiverPark Structural Alpha Fund (the "Fund") gained 0.46% on its Institutional Class Shares and 0.17% on its Retail Class Shares, while the S&P 500 Index lost 0.61% and the Morningstar Market Neutral Category lost 0.40%. The Fund derives its performance through the combination of three core portfolio components. Each one of these components is designed to address specific trade-offs between risk and return, and the overall risk and return profile of the Fund is achieved through an optimized combination of all three components. In addition, because the strategy is a net seller of options, it typically generates a net positive cash position. This component is held in a collateral account consisting of cash and high-grade, short-duration fixed income positions. For the fiscal year ended September 30, 2015, the performance of each of these components was as follows: 1. Long Biased Global Index Options: These are packages of call and put options that both help the Fund establish its long bias while creating zones of enhancement and protection around broad equity index returns. The exposure is typically between 40% and 80%. For this fiscal year, the average exposure was 61.7% and this component returned 1.6%. 2. Non Directional Global Index Options: The Fund typically shorts a basket of short-dated straddles or strangles in order to take advantage of options that we believe are statistically expensive. This component is market neutral and should perform well in markets that are relatively stable and range-bound. The exposure is typically between 40% and 80%. For this fiscal year, the average exposure was 40.9% and this component returned 1.4%. 3. Constant Hedge: This component is a market short, using futures and options, that is designed to reduce the portfolio's exposure to market declines. The exposure is typically between 20% and 40%. This component exists to help protect against sharp downward moves, and as such it's weighting in the portfolio changes based on the weightings of the other two components. For this fiscal year, the average exposure was 27.8% and this component returned -1.0%. 4. Collateral: The collateral account consisted of cash and Treasury Bills. Given the near-zero returns of cash and cash equivalent securities, the performance of this component was 0.01%. The Fund seeks to deliver returns over the long term that are similar to those of broad equity markets and volatility that is similar to that of broad fixed income markets. In the beginning of September 2014, the Fund was reclassified from the Morningstar Long/Short Equity Category to the Morningstar Market Neutral Category. Given the Fund's low market exposure, this peer group serves as a more appropriate comparison for the strategy's goals and objectives. The Fund's market exposure has had an actual beta, or net market exposure, of 0.29. The Fund does not adjust its exposure to the markets due to changing conditions or a predictive market view. In addition, the Fund does not rely on security selection for either the long or short components of the portfolio. The RiverPark Structural Alpha Fund seeks long-term capital appreciation while exposing investors to less risk than broad stock market indices by investing using a portfolio of options that we believe will generate exposure structurally to equity markets with less volatility. The Fund takes a systematic approach to investing in equity markets, with a long bias that we believe will achieve a positive effect on performance by compounding a higher percentage of market gains than losses. The Fund is willing to trade-off opportunities for above average gains in exchange for income that will provide a cushion, and therefore some downside protection, during market declines. The Fund's investment philosophy is based on the belief that options on market indices are generally overpriced, and therefore, an approach that involves predominantly selling these index options will generate structurally superior risk-adjusted returns. The non-linear profile of options makes them an ideal tool to modify market performance in order to achieve the Fund's objectives. Historically, the actual volatility of underlying indices has been, on average, less than the implied volatilities suggested by the prices of index options. -------------------------------------------------------------------------------- 11 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- We believe that the structural reasons for this persistent spread between implied and realized volatility will continue. By making systematic trade-offs between potential upside participation for the possibility to generate more stable returns, protect against downward moves, and reduce portfolio volatility, we are optimistic that the Fund can achieve its objective of providing long-term capital appreciation while exposing investors to less risk than broad stock market indices. This represents the manager's assessment of the market environment at a specific point in time and should not be relied upon by the reader as research or investment advice. The S&P 500 Index is an unmanaged market capitalization value weighted composite index of 500 stocks. The Morningstar Market Neutral Category funds attempt to reduce systematic risk created by factors such as exposures to sectors, market-cap ranges, investment styles, currencies, and/or countries. They try to achieve this by matching short positions within each area against long positions. These strategies are often managed as beta-neutral, dollar-neutral, or sector-neutral. The Performance attribution is gross of fees. -------------------------------------------------------------------------------- 12 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE RIVERPARK STRUCTURAL ALPHA FUND, RETAIL CLASS SHARES, VERSUS THE S&P 500 INDEX AND THE MORNINGSTAR MARKET NEUTRAL CATEGORY
--------------------------------------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED SEPTEMBER 30, 2015 --------------------------------------------------------------------------------------------------------------- ANNUALIZED ANNUALIZED ANNUALIZED ONE YEAR RETURN 3 YEAR RETURN* 5 YEAR RETURN* INCEPTION TO DATE* --------------------------------------------------------------------------------------------------------------- Institutional Class Shares 0.46% 3.53% 5.29% 7.68% --------------------------------------------------------------------------------------------------------------- Retail Class Shares 0.17% 3.33% 5.17% 7.60% --------------------------------------------------------------------------------------------------------------- S&P 500 Index -0.61% 12.40% 13.34% 9.12% --------------------------------------------------------------------------------------------------------------- Morningstar Market Neutral Category -0.40% 0.78% 0.44% 0.09% ---------------------------------------------------------------------------------------------------------------
[LINE GRAPH OMITTED - PLOT POINTS AS FOLLOWS]
------------------------------------------------------------------------------------------------------------------------------------ Initial Investment Date 9/26/08 Sep 08 Sep 09 Sep 10 Sep 11 Sep 12 Sep 13 Sep 14 Sep 15 ------------------------------------------------------------------------------------------------------------------------------------ RiverPark Structural Alpha, Retail $10,000 $10,016 $11,788 $12,985 $13,205 $15,146 $15,862 $16,680 $16,709 ------------------------------------------------------------------------------------------------------------------------------------ S&P 500 Index $10,000 $9,616 $8,952 $9,861 $9,974 $12,987 $15,498 $18,557 $18,443 ------------------------------------------------------------------------------------------------------------------------------------ Morningstar Market Neutral Category $10,000 $10,023 $9,988 $9,843 $9,699 $9,830 $9,893 $10,103 $10,064 ------------------------------------------------------------------------------------------------------------------------------------
* Fund commenced operations on June 28, 2013. The performance data quoted for periods prior to June 28, 2013 is that of the Predecessor Fund. The Predecessor Fund was not a registered mutual fund and was not subject to the same investment and tax restrictions as the Fund. If it had been, the Predecessor Fund's performance might have been lower. Performance shown for one year and greater are annualized. The Predecessor Fund commenced operations on September 26, 2008. For periods after June 28, 2013, the returns shown above are calculated assuming reinvestment of all dividends and distributions. Returns do not reflect the deduction of taxes that a shareholder would pay on dividends or distributions or the redemption of shares from a fund. Returns reflect fee waivers and/or reimbursements in effect for the period; absent fee waivers and reimbursements, performance would have been lower. Results represent past performance and do not indicate future results. The value of an investment in the Fund and the return on investment both will fluctuate and redemption proceeds may be higher or lower than a shareholder's original cost. Performance of the Institutional Class Shares differs due to the differences in expenses. Current performance may be lower or higher than that shown here. Unlike the Fund's comparative benchmarks, the Fund's total returns are reduced by its annual operating expenses. Please note that one cannot invest directly in an unmanaged index. -------------------------------------------------------------------------------- 13 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS RIVERPARK STRATEGIC INCOME FUND For the fiscal year ended September 30, 2015, the RiverPark Strategic Income Fund (the "Fund") lost 1.63% and 1.98% on its Institutional Class Shares and Retail Class Shares, respectively, while the Barclays U.S. Aggregate Bond Index gained 2.94% and the Morningstar Multisector Bond Category lost 1.85%. Investment results for the Fiscal Year were not uniform across quarters. The Institutional Class Shares lost 0.36% for December quarter, gained 1.44% for the March quarter, lost 0.02% for the June quarter, and lost 2.66% in the September quarter. The Fund realized positive contributions from its investments in four of its seven categories of investment. The Fund realized a contribution to its performance of 1.30% in its RiverPark Short Term High Yield Bond Fund Overlap investments, 0.49% in Off the Beaten Path, 0.10% in Interest Rate Resets (floaters, cushion bonds), and 0.03% in Hedges category. The Fund had detraction to its performance of 1.40% in Priority Based (Above the Fray), 0.73% in Buy & Hold "Money Good" investments and 0.58% in the Other (ABS) category of investments. As of September 30, 2015, the Fund's net assets were weighted by category as follows: 35.89% was held in RiverPark Short Term High Yield Bond Fund Overlap investments, 33.41% in the Buy & Hold "Money Good" category, 6.72% in Off The Beaten Path, 6.32% in Other (ABS), 6.2% in the Priority Based (Above the Fray), 3.37% in Interest Rate Resets (floaters, cushion bonds), with the remaining 8.09% in cash and cash equivalents. Across all categories, 68.6% of the net assets were held in high yield securities and 23.2% was held in investment grade securities. The Fund held 89 positions as of this date, 20 of which were held in the RiverPark Short Term High Yield Bond Fund Overlap category and 69 of which were not. RiverPark Strategic Income Fund seeks high current income and capital appreciation consistent with the preservation of capital by investing in investment grade and non-investment grade debt, preferred stock, convertible bonds, bank loans, high yield bonds and income producing equities that Cohanzick deems appropriate for the Fund's investment objective. The Fund will primarily invest in both investment grade and non-investment grade "Money Good" securities, for which the enterprise value of the issuing company exceeds the value of the senior and equally ranked debt of the considered investment. Therefore, we believe the risk of loss of principal due to permanent impairment is minimal. The Fund expects to invest in securities that are not widely followed, which Cohanzick believes offer better returns with little or no additional credit risk. Footnotes: "Money Good" is a term used by the Adviser to describe debt it believes will be paid off in full under current market conditions and on a strict priority basis. High yield and investment grade classification of securities was based on Bloomberg Composite Ratings comprised of Moody's, Standard & Poors, Fitch & DBRS, Ltd. This represents the manager's assessment of the market environment at a specific point in time and should not be relied upon by the reader as research or investment advice. The Barclays U.S. Aggregate Bond Index is weighted according to market capitalization, which means the securities represented in the index are weighted according to the market size of the bond category. The Morningstar Multisector Bond Category portfolios seek income by diversifying their assets among several fixed-income sectors, usually U.S. government obligations, U.S. corporate bonds, foreign bonds, and high-yield U.S. debt securities. -------------------------------------------------------------------------------- 14 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE RIVERPARK STRATEGIC INCOME FUND, RETAIL CLASS SHARES, VERSUS THE BARCLAYS U.S. AGGREGATE BOND INDEX AND MORNINGSTAR MULTISECTOR BOND CATEGORY -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED SEPTEMBER 30, 2015 -------------------------------------------------------------------------------- ANNUALIZED ONE YEAR RETURN INCEPTION TO DATE* -------------------------------------------------------------------------------- Institutional Class Shares -1.63% 2.67% -------------------------------------------------------------------------------- Retail Class Shares -1.98% 2.38% -------------------------------------------------------------------------------- Barclays U.S. Aggregate Bond Index 2.94% 3.45% -------------------------------------------------------------------------------- Morningstar Multisector Bond Category -1.85% 1.93% -------------------------------------------------------------------------------- [LINE GRAPH OMITTED - PLOT POINTS AS FOLLOWS]
------------------------------------------------------------------------------------------------------------------------------------ Initial Investment Date 9/30/13 Dec 13 Mar 14 Jun 14 Sep 14 Dec 14 Mar 15 Jun 15 Sep 15 ------------------------------------------------------------------------------------------------------------------------------------ RiverPark Strategic Income Fund, Retail $10,000 $10,248 $10,515 $10,706 $10,693 $10,648 $10,795 $10,786 $10,481 ------------------------------------------------------------------------------------------------------------------------------------ Barclays US Aggregate Bond Index $10,000 $9,986 $10,170 $10,378 $10,396 $10,582 $10,752 $10,571 $10,701 ------------------------------------------------------------------------------------------------------------------------------------ Morningstar Multi-Sector Bond Category $10,000 $10,197 $10,436 $10,694 $10,586 $10,547 $10,698 $10,621 $10,390 ------------------------------------------------------------------------------------------------------------------------------------
* Fund commenced operations on September 30, 2013. Returns shown above are calculated assuming reinvestment of all dividends and distributions. Returns do not reflect the deduction of taxes that a shareholder would pay on dividends or distributions or the redemption of shares from a fund. Returns reflect fee waivers and/or reimbursements in effect for the period; absent fee waivers and reimbursements, performance would have been lower. Results represent past performance and do not indicate future results. The value of an investment in the Fund and the return on investment both will fluctuate and redemption proceeds may be higher or lower than a shareholder's original cost. Performance of the Institutional Class Shares differs due to the differences in expenses. Current performance may be lower or higher than that shown here. Unlike the Fund's comparative benchmarks, the Fund's total returns are reduced by its annual operating expenses. Please note that one cannot invest directly in an unmanaged index. -------------------------------------------------------------------------------- 15 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE AND ANALYSIS RIVERPARK FOCUSED VALUE FUND For the fiscal period ended September 30, 2015, the RiverPark Focused Value Fund (the "Fund") lost 14.40% on both Institutional and Retail Class Shares, while the Russell 1000 Value Index lost 8.30% and the Morningstar Large Value category lost 8.57%. Investment results for the fiscal period were not uniform across quarters. The Institutional Class Shares lost 0.30% for the June quarter, and 14.14% in the September quarter. The Fund's investment results were not uniform across sectors. The Fund's best fiscal year-to-date performing sectors were Industrials, Information Technology, Financials and Health Care. The Fund's worst fiscal year-to-date performing sectors were Consumer Discretionary, Energy, Materials and Utilities. The Fund's best fiscal year-to-date performers were AutoZone, McDonalds, Avago Technologies, Liberty Global Lilac and LyondellBasell Industries. The Fund's worst fiscal year-to-date performers were Las Vegas Sands, CF Industries Holdings, Calpine, Helmerich & Payne and Valeant Pharmaceuticals International. RiverPark Value seeks long-term capital appreciation by investing in large capitalization US equity securities that the Fund's Investment Advisor believes are trading at substantial discounts to intrinsic value. The Fund is a high conviction strategy and intends to be concentrated, with generally 20-25 investments. The Fund's investments will generally fall into two categories: high-quality businesses at reasonable prices and businesses impacted by temporary challenges. The Fund seeks to invest in businesses that are durable and predictable, run by shareholder-oriented management teams and where we believe our internally generated projections of future cash flows when combined with conservative valuation metrics can lead to expected returns in excess of 15% annually over a 3-5 year holding period. The Fund's investment approach is bottom-up, fundamental, rigorous, research-intensive value-investing. We are cautiously optimistic that we can achieve our long-term objective of realizing above average rates of return over the next few years. This represents the manager's assessment of the market environment at a specific point in time and should not be relied upon by the reader as research or investment advice. The Russell 1000 Value Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 companies with lower price-to-book ratios and lower expected growth values. The Morningstar Large Value Category measures the performance of large-cap stocks with relatively low prices given anticipated per-share earnings, book value, cash flow, sales and dividends. -------------------------------------------------------------------------------- 16 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE RIVERPARK FOCUSED VALUE FUND, RETAIL CLASS SHARES, VERSUS THE RUSSELL 1000 VALUE INDEX AND MORNINGSTAR LARGE VALUE CATEGORY -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED SEPTEMBER 30, 2015 -------------------------------------------------------------------------------- CUMULATIVE INCEPTION TO DATE* -------------------------------------------------------------------------------- Institutional Class Shares -14.40% -------------------------------------------------------------------------------- Retail Class Shares -14.40% -------------------------------------------------------------------------------- Russell 1000 Value Index -8.30% -------------------------------------------------------------------------------- Morningstar Large Value Category -8.57% -------------------------------------------------------------------------------- [LINE GRAPH OMITTED - PLOT POINTS AS FOLLOWS] -------------------------------------------------------------------------------- Initial Investment Date 3/31/15 Jun 15 Sep 15 -------------------------------------------------------------------------------- RiverPark Focused Value Fund, Retail $10,000 $9,970 $8,560 -------------------------------------------------------------------------------- Russell 1000 Value Index $10,000 $10,011 $9,170 -------------------------------------------------------------------------------- Morningstar Large Value Category $10,000 $9,989 $9,143 -------------------------------------------------------------------------------- * Fund commenced operations on March 31, 2015. Returns shown above are calculated assuming reinvestment of all dividends and distributions. Returns do not reflect the deduction of taxes that a shareholder would pay on dividends or distributions or the redemption of shares from a fund. Returns reflect fee waivers and/or reimbursements in effect for the period; absent fee waivers and reimbursements, performance would have been lower. Results represent past performance and do not indicate future results. The value of an investment in the Fund and the return on investment both will fluctuate and redemption proceeds may be higher or lower than a shareholder's original cost. Performance of the Institutional Class Shares differs due to the differences in expenses. Current performance may be lower or higher than that shown here. Unlike the Fund's comparative benchmarks, the Fund's total returns are reduced by its annual operating expenses. Please note that one cannot invest directly in an unmanaged index. -------------------------------------------------------------------------------- 17 [LOGO OMITTED] RIVERPARK RIVERPARK LARGE GROWTH FUND FUNDS SEPTEMBER 30, 2015 -------------------------------------------------------------------------------- SECTOR WEIGHTING+ 31.1% Financials 25.7% Information Technology 20.3% Consumer Discretionary 7.8% Energy 6.6% Short Term Investments 4.5% Health Care 2.6% Materials 1.4% Telecommunication Services + Percentages are based on total investments. -------------------------------------------------------------------------------- DESCRIPTION SHARES VALUE (000) -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS COMMON STOCK -- 92.0%** Consumer Discretionary -- 19.9% CarMax* 45,717 $ 2,712 Dollar Tree* 45,405 3,027 Dollarama^ 18,322 1,237 Las Vegas Sands 56,894 2,160 Priceline Group* 2,553 3,158 Starbucks 27,468 1,561 Walt Disney 19,727 2,016 --------- 15,871 --------- Energy -- 7.7% Cabot Oil & Gas, Cl A 36,810 805 EOG Resources 22,112 1,610 Schlumberger 30,088 2,075 Southwestern Energy* 127,055 1,612 --------- 6,102 --------- Financials -- 30.6% Affiliated Managers Group* 9,326 1,595 American Express 20,265 1,502 American Tower REIT, Cl A 31,576 2,778 Charles Schwab 78,765 2,249 CME Group, Cl A 26,183 2,428 Equinix REIT 13,956 3,816 Intercontinental Exchange 3,832 901 Realogy Holdings* 94,927 3,572 TD Ameritrade Holding 71,876 2,288 The Blackstone Group LP (a) 102,197 3,237 --------- 24,366 --------- Health Care -- 4.4% Intuitive Surgical* 2,286 1,051 Perrigo 15,661 2,463 --------- 3,514 --------- Information Technology -- 25.4% Alliance Data Systems* 7,882 2,041 Apple 20,751 2,289 eBay* 72,469 1,771 -------------------------------------------------------------------------------- SHARES/FACE DESCRIPTION AMOUNT (000) VALUE (000) -------------------------------------------------------------------------------- Facebook, Cl A* 36,048 $ 3,241 Google, Cl A* 4,021 2,567 Google, Cl C* 4,252 2,587 Mastercard, Cl A 22,528 2,030 QUALCOMM 14,778 794 Trimble Navigation* 50,264 825 Visa, Cl A 29,081 2,026 --------- 20,171 --------- Materials -- 2.6% Ecolab 7,127 782 Monsanto 9,923 847 Praxair 4,388 447 --------- 2,076 --------- Telecommunication Services -- 1.4% SBA Communications, Cl A* 10,841 1,135 --------- Total Common Stock (Cost $69,708) (000) 73,235 --------- Time Deposit -- 6.5% Brown Brothers Harriman, 0.030%, 10/01/15 (Cost $5,136) (000) $ 5,136 5,136 --------- Total Investments -- 98.5% (Cost $74,844) (000) $ 78,371 ========= As of September 30, 2015, all of the Fund's investments were considered Level 1 in accordance with the authoritative guidance on fair value measurements and disclosure under GAAP. For the year ended September 30, 2015, there were no transfers between Level 1 and Level 2 assets and liabilities or between Level 2 and Level 3 assets and liabilities. Percentages are based on Net Assets of $79,597 (000). * Non-income producing security. ** More narrow industries are utilized for compliance purposes, whereas broad sectors are utilized for reporting purposes. ^ Traded in Canadian Dollar. (a) Security considered Master Limited Partnership. At September 30, 2015, these securities amounted to $3,237 (000) or 4.1% of Net Assets. Cl -- Class LP -- Limited Partnership REIT -- Real Estate Investment Trust The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 18 [LOGO OMITTED] RIVERPARK RIVERPARK/WEDGEWOOD FUND FUNDS SEPTEMBER 30, 2015 -------------------------------------------------------------------------------- SECTOR WEIGHTING+ 31.5% Information Technology 15.7% Financials 12.7% Consumer Discretionary 12.5% Energy 10.6% Health Care 10.4% Industrials 6.2% Consumer Staples 0.4% Time Deposit + Percentages are based on total investments. -------------------------------------------------------------------------------- DESCRIPTION SHARES VALUE (000) -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS COMMON STOCK -- 99.6%** Consumer Discretionary -- 12.7% Coach 3,478,000 $ 100,619 LKQ* 2,590,000 73,452 Priceline Group* 74,700 92,393 --------- 266,464 --------- Consumer Staples -- 6.2% Kraft Heinz 749,000 52,864 Mead Johnson Nutrition 1,087,000 76,525 --------- 129,389 --------- Energy -- 12.5% Core Laboratories 625,500 62,425 National Oilwell Varco 2,328,000 87,649 Schlumberger 1,601,000 110,421 --------- 260,495 --------- Financials -- 15.7% Berkshire Hathaway, Cl B* 1,440,000 187,776 M&T Bank 1,151,000 140,365 --------- 328,141 --------- Health Care -- 10.6% Express Scripts Holding* 1,632,000 132,127 Perrigo 244,000 38,374 Varian Medical Systems* 680,000 50,170 --------- 220,671 --------- Industrials -- 10.4% Cummins 550,000 59,719 Stericycle* 469,000 65,336 Verisk Analytics, Cl A* 1,238,000 91,501 --------- 216,556 --------- Information Technology -- 31.5% Apple 1,553,000 171,296 Cognizant Technology Solutions, Cl A* 1,926,000 120,587 Google, Cl A* 134,000 85,541 PayPal Holdings* 1,693,000 52,551 QUALCOMM 2,946,000 158,289 -------------------------------------------------------------------------------- SHARES/FACE DESCRIPTION AMOUNT (000) VALUE (000) -------------------------------------------------------------------------------- Visa, Cl A 1,010,000 $ 70,356 --------- 658,620 --------- Total Common Stock (Cost $2,011,533) (000) 2,080,336 --------- Time Deposit -- 0.4% Brown Brothers Harriman, 0.030%, 10/01/15 (Cost $8,274) (000) $ 8,274 8,274 --------- Total Investments -- 100.0% (Cost $2,019,807) (000) $2,088,610 ========= As of September 30, 2015, all of the Fund's investments were considered Level 1 in accordance with the authoritative guidance on fair value measurements and disclosure under GAAP. For the year ended September 30, 2015, there were no transfers between Level 1 and Level 2 assets and liabilities or between Level 2 and Level 3 assets and liabilities. Percentages are based on Net Assets of $2,087,871 (000). * Non-income producing security. ** More narrow industries are utilized for compliance purposes, whereas broad sectors are utilized for reporting purposes. Cl -- Class The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 19 [LOGO OMITTED] RIVERPARK RIVERPARK SHORT TERM HIGH YIELD FUND FUNDS SEPTEMBER 30, 2015 -------------------------------------------------------------------------------- SECTOR WEIGHTING+ 83.4% Consumer Discretionary 9.2% Loan Participation Notes 7.4% Time Deposit 0.0% Financials + Percentages are based on total investments. -------------------------------------------------------------------------------- FACE AMOUNT DESCRIPTION (000) VALUE (000) -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS CORPORATE OBLIGATIONS -- 85.6% Consumer Discretionary -- 21.6% Accuride 9.500%, 08/01/18 $ 13,791 $ 13,894 American Achievement 10.875%, 04/15/16 (a) 24,617 24,432 Brightstar 9.500%, 12/01/16 (a) 32,961 33,291 Cablevision Systems 8.625%, 09/15/17 15,487 16,184 Cambium Learning Group 9.750%, 02/15/17 11,087 11,142 Checkers Drive-In Restaurants 11.000%, 12/01/17 (a) 16,450 17,519 Graton Economic Development Authority 9.625%, 09/01/19 (a) 3,900 4,182 HD Supply 11.000%, 04/15/20 42,085 46,820 Office Depot 9.750%, 03/15/19 (a) 7,228 7,617 Pittsburgh Glass Works 8.000%, 11/15/18 (a) 12,514 13,014 --------- 188,095 --------- Consumer Staples -- 6.8% Central Garden and Pet 8.250%, 03/01/18 24,729 25,100 US Foods 8.500%, 06/30/19 32,554 33,775 --------- 58,875 --------- Energy -- 1.3% Sabine Pass LNG 7.500%, 11/30/16 11,355 11,667 --------- Financials -- 4.8% Homefed 6.500%, 06/30/18 (a) 30,955 31,110 Omega Healthcare Investors 6.750%, 10/15/22 ++ 1,000 1,039 -------------------------------------------------------------------------------- FACE AMOUNT DESCRIPTION (000) VALUE (000) -------------------------------------------------------------------------------- Realogy Group 3.375%, 05/01/16 (a) $ 9,800 $ 9,776 --------- 41,925 --------- Health Care -- 5.8% Alere 8.625%, 10/01/18 45,264 46,240 Prospect Medical Holdings 8.375%, 05/01/19 (a) 4,137 4,333 --------- 50,573 --------- Industrials -- 19.2% AVINTIV Specialty Materials 7.750%, 02/01/19 44,376 46,096 Building Materials Corp of America 6.750%, 05/01/21 (a) 29,516 31,545 Dispensing Dynamics International 12.500%, 01/01/18 (a) 1,259 1,215 Dycom Investments 7.125%, 01/15/21 25,240 26,587 FTI Consulting 6.750%, 10/01/20 2,795 2,889 Quality Distribution 9.875%, 11/01/18 39,740 41,027 Roofing Supply Group 10.000%, 06/01/20 (a) 16,611 17,857 --------- 167,216 --------- Information Technology -- 7.3% Audatex North America 6.000%, 06/15/21 (a) 12,432 12,503 Sophia 9.750%, 01/15/19 (a) 31,255 33,622 SunGard Data Systems 7.375%, 11/15/18 17,003 17,386 --------- 63,511 --------- Materials -- 7.1% Beverage Packaging Holdings Luxembourg II 5.625%, 12/15/16 (a) 19,480 19,261 Optima Specialty Steel 12.500%, 12/15/16 (a) 21,564 20,378 Rockwood Specialties Group 4.625%, 10/15/20 20,950 21,690 --------- 61,329 --------- Telecommunication Services -- 11.7% Goodman Networks 12.125%, 07/01/18 10,719 5,655 Level 3 Financing 3.914%, 01/15/18 (b) 10,151 10,176 Qwest 7.200%, 11/10/26 37,370 37,527 The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 20 [LOGO OMITTED] RIVERPARK RIVERPARK SHORT TERM HIGH YIELD FUND FUNDS SEPTEMBER 30, 2015 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- FACE AMOUNT DESCRIPTION (000)/SHARES VALUE (000) -------------------------------------------------------------------------------- Sprint Communications 6.000%, 12/01/16 $ 12,069 $ 11,918 Telesat Canada 6.000%, 05/15/17 (a) 36,143 36,414 --------- 101,690 --------- Total Corporate Obligations (Cost $756,352) (000) 744,881 --------- Preferred Stock -- 0.0% Affiliated Managers Group 5.250%, 10/15/22 1,788 45 Ares Capital 7.750%, 10/15/40 14,358 359 PS Business Parks 6.875%, 12/31/49 ++ 2,000 50 Public Storage 6.500%, 12/31/49 ++ 325 8 --------- Total Preferred Stock (Cost $464) (000) 462 --------- Bank Loan Obligations -- 9.4% Accellent 4.500%, 03/12/21 (c) 5,653 5,640 Energy Future Holdings 4.250%, 06/19/16 43,100 42,938 Lee Enterprises 7.250%, 03/31/19 13,820 13,821 Mediacom Communications 3.160%, 10/23/17 9,509 9,470 SunGard Data 3.945%, 02/28/17 (c) 4,631 4,624 SunGard Data Systems 4.000%, 03/08/20 (c) 5,286 5,278 --------- Total Bank Loan Obligations (Cost $82,180) (000) 81,771 --------- Time Deposit -- 7.6% Brown Brothers Harriman, 0.030%, 10/01/15 (Cost $66,203) 66,203 66,203 --------- Total Investments -- 102.6% (Cost $905,199) (000) $ 893,317 ========= The following is a list of the inputs used as of September 30, 2015 in valuing the Fund's investments carried at value (000), in accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP: INVESTMENTS IN SECURITIES LEVEL 1 LEVEL 2 LEVEL 3 TOTAL ------------------------- ------- ------- ------- --------- Corporate Obligations $ -- $ 744,881 $ -- $ 744,881 Preferred Stock 462 -- -- 462 Bank Loan Obligations -- 81,771 -- 81,771 Time Deposit 66,203 -- -- 66,203 -------- --------- -------- --------- Total Investments in Securities $ 66,665 $ 826,652 $ -- $ 893,317 ======== ========= ======== ========= For the year ended September 30, 2015, there were no transfers between Level 1 and Level 2 assets and liabilities or between Level 2 and Level 3 assets and liabilities. Percentages are based on Net Assets of $870,270 (000). (a) Securities sold within terms of a private placement memorandum, exempt from registration under Section 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other "accredited investors." These securities have been determined to be liquid under guidelines established by the Board of Trustees. (b) Variable rate security -- Rate disclosed is the rate in effect on September 30, 2015. (c) Unsettled bank loan. ++ Real Estate Investment Trust Amounts designated as "--" are $0 or rounded to $0. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 21 [LOGO OMITTED] RIVERPARK RIVERPARK LONG/SHORT OPPORTUNITY FUND FUNDS SEPTEMBER 30, 2015 -------------------------------------------------------------------------------- SECTOR WEIGHTING+ 33.1% Financials 23.0% Information Technology 18.3% Consumer Discretionary 10.4% Time Deposit 8.4% Energy 4.4% Health Care 1.3% Telecommunication Services 1.1% Materials + Percentages are based on total investments. -------------------------------------------------------------------------------- DESCRIPTION SHARES VALUE (000) -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS COMMON STOCK -- 87.9%** Consumer Discretionary -- 17.9% CarMax* 63,160 $ 3,747 Dollar Tree*(a)(b) 34,403 2,294 Dollarama ++ 33,878 2,288 Imax*(a) 51,844 1,752 Las Vegas Sands(a)(b) 73,407 2,787 Priceline Group*(a)(b) 3,412 4,220 Starbucks(a) 39,689 2,256 Walt Disney(a)(b) 4,672 477 --------- 19,821 --------- Energy -- 8.2% Cabot Oil & Gas (a)(b) 39,587 865 EOG Resources 31,657 2,305 Marathon Petroleum 30,409 1,409 Schlumberger(a)(b) 29,454 2,031 Southwestern Energy*(a)(b) 192,663 2,445 --------- 9,055 --------- Financials -- 32.5% Affiliated Managers Group* 13,848 2,368 American Express(a) 30,943 2,294 American Tower REIT, Cl A (a)(b) 33,985 2,990 Charles Schwab(a) 126,858 3,623 CME Group, ClA (a)(b) 28,991 2,689 Equinix(a) 18,381 5,025 Intercontinental Exchange 5,686 1,336 Realogy Holdings*(a) 155,272 5,843 TD Ameritrade Holding (a) 108,410 3,452 The Blackstone Group LP (a)(c) 196,724 6,230 --------- 35,850 --------- Health Care -- 4.3% Intuitive Surgical*(a) 3,429 1,576 Perrigo 20,287 3,190 --------- 4,766 --------- -------------------------------------------------------------------------------- SHARES/FACE DESCRIPTION AMOUNT (000) VALUE (000) -------------------------------------------------------------------------------- Information Technology -- 22.6% Alliance Data Systems*(a)(b) 9,250 $ 2,395 Apple(a)(b) 23,034 2,541 eBay*(b) 33,473 818 Facebook, Cl A* 50,295 4,522 Google, ClA* (a)(b) 5,621 3,588 Google, ClC* (a)(b) 5,615 3,416 Mastercard, ClA (a)(b) 12,058 1,087 QUALCOMM(a)(b) 21,613 1,161 Trimble Navigation*(a) 70,005 1,150 Visa, ClA (a)(b) 31,739 2,211 WebMD Health, Cl A* 50,529 2,013 --------- 24,902 --------- Materials -- 1.1% Monsanto(a) 13,847 1,182 --------- Telecommunication Services -- 1.3% SBA Communications, ClA* (a)(b) 13,584 1,423 --------- Total Common Stock (Cost $87,701) (000) 96,999 --------- Time Deposit -- 9.3% Brown Brothers Harriman, 0.030%, 10/01/15 (Cost $10,298) (000) $ 10,298 10,298 --------- Total Investments -- 97.2% (Cost $97,999) (000) $ 107,297 ========= Schedule of Securities Sold Short Common Stock -- (48.2)% Consumer Discretionary -- (21.5)% Abercrombie & Fitch, Cl A (13,747) $ (291) Apollo Education Group, Cl A* (22,316) (247) Best Buy (24,722) (918) CBS, Cl B (17,040) (680) Crocs* (44,180) (571) DeVry Education Group (13,761) (374) Dick's Sporting Goods (23,358) (1,159) GameStop, Cl A (10,991) (453) Gannett (46,446) (684) Gap (26,274) (749) Garmin (22,952) (824) GNC Holdings, Cl A (12,654) (511) Guess? (41,709) (891) Hibbett Sports* (15,177) (531) K12* (64,360) (801) Kohl's (24,218) (1,122) Live Nation Entertainment* (34,561) (831) Lululemon Athletica* (17,792) (901) Macy's (14,830) (761) Omnicom Group (17,154) (1,131) Publicis Groupe (16,411) (1,118) The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 22 [LOGO OMITTED] RIVERPARK RIVERPARK LONG/SHORT OPPORTUNITY FUND FUNDS SEPTEMBER 30, 2015 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- DESCRIPTION SHARES VALUE (000) -------------------------------------------------------------------------------- Scripps Networks Interactive, Cl A (26,226) $ (1,290) Six Flags Entertainment (27,010) (1,236) Sony ADR (41,564) (1,018) Staples (46,717) (548) Starz - Liberty Capital* (32,193) (1,202) TEGNA (21,168) (474) Thomson Reuters (17,521) (705) Twenty-First Century Fox, Cl A (31,724) (856) WPP (43,386) (901) --------- (23,778) --------- Consumer Staples -- (1.5)% Coca-Cola (27,589) (1,107) Kroger (16,678) (602) --------- (1,709) --------- Financials -- (2.3)% Green Dot, Cl A* (80,311) (1,413) Iron Mountain REIT (36,163) (1,122) --------- (2,535) --------- Health Care -- (0.6)% Cerner* (10,373) (622) --------- Industrials -- (2.9)% Generac Holdings* (13,108) (394) Nielsen Holdings (30,976) (1,378) Pitney Bowes (44,326) (880) Tyco International (15,687) (525) --------- (3,177) --------- Information Technology -- (16.2)% Akamai Technologies* (15,236) (1,052) Alibaba Group Holding ADR* (10,276) (606) Cimpress* (21,968) (1,672) Corning (49,177) (842) EMC (23,822) (575) Flextronics International* (83,111) (876) Infosys ADR (67,559) (1,290) Intel (27,503) (829) International Business Machines (4,120) (597) j2 Global (16,808) (1,191) Lexmark International, Cl A (35,497) (1,029) Microsoft (31,714) (1,404) NetApp (18,376) (544) NVIDIA (33,070) (815) Oracle (22,849) (825) SAP ADR (12,974) (841) Teradata* (14,912) (432) Western Union (72,607) (1,333) Zillow Group, Cl A* (13,974) (401) Zillow Group, Cl C* (27,948) (755) --------- (17,909) --------- -------------------------------------------------------------------------------- SHARES/ DESCRIPTION CONTRACTS VALUE (000) -------------------------------------------------------------------------------- Telecommunication Services -- (3.2)% AT&T (38,165) $ (1,244) CenturyLink (28,913) (726) Cogent Communications Holdings (18,976) (515) Verizon Communications (24,364) (1,060) --------- (3,545) --------- Total Common Stock (Proceeds $57,504) (000) (53,275) --------- Total Securities Sold Short (Proceeds $57,504) (000) $ (53,275) ========= Schedule of Open Options Purchased Purchased Options -- 0.2% *# Akami Technologies, Put Option Expires 01/15/16, Strike Price $55 53 $ 5 Apollo Group, Put Option Expires 01/15/16, Strike Price $27 104 161 Electronic Arts, Put Option Expires 01/15/16, Strike Price $40 85 1 Las Vegas Sands, Call Option Expires 01/15/16, Strike Price $77.50 406 2 Wynn Resorts, Call Option Expires 01/15/16, Strike Price $219 138 2 --------- Total Purchased Options (Cost $260) (000) $ 171 ========= Schedule of Open Options Written Written Options -- (0.1)% *# Akami Technologies, Call Option Expires 01/15/16, Strike Price $75 (53) $ (13) Apollo Group, Call Option Expires 01/15/16, Strike Price $40 (104) -- Electronic Arts, Call Option Expires 01/15/16, Strike Price $55 (85) (116) --------- Total Written Options (Premiums Received $70) (000) $ (129) ========= # See Note 2 in Notes to Financial Statements for additional information. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 23 [LOGO OMITTED] RIVERPARK RIVERPARK LONG/SHORT OPPORTUNITY FUND FUNDS SEPTEMBER 30, 2015 -------------------------------------------------------------------------------- The following is a list of the inputs used as of September 30, 2015 in valuing the Fund's investments, securities sold short, and other financial instruments carried at value (000), in accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP:
Investments in Securities Level 1 Level 2 Level 3 Total ------------------------- --------- -------- ------- ------- Common Stock $ 96,999 $ -- $ -- $ 96,999 Time Deposit 10,298 -- -- 10,298 --------- ------- ------ --------- Total Investments in Securities $ 107,297 $ -- $ -- $ 107,297 ========= ======= ====== ========= Securities Sold Short Level 1 Level 2 Level 3 Total --------------------- --------- -------- ------- ------- Common Stock $ (53,275) $ -- $ -- $ (53,275) --------- ------- ------ --------- Total Securities Sold Short $ (53,275) $ -- $ -- $ 53,275) ========= ======= ====== ========= Other Financial Instruments Level 1 Level 2 Level 3 Total --------------------------- --------- -------- ------- ------- Purchased Options $ 171 $ -- $ -- $ 171 Written Options (129) -- -- (129) Total Return Swaps^ -- -- -- -- --------- ------- ------ --------- Total Other Financial Instruments $ 42 $ -- $ -- $ 42 ========= ======= ====== =========
^ As of September 30, 2015, the swaps are considered Level 2. See Note 2 in Notes to Financial Statements for additional information. For the year ended September 30, 2015, there were no transfers between Level 1 and Level 2 assets and liabilities or between Level 2 and Level 3 assets and liabilities. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 24 [LOGO OMITTED] RIVERPARK RIVERPARK LONG/SHORT OPPORTUNITY FUND FUNDS SEPTEMBER 30, 2015 -------------------------------------------------------------------------------- A list of open swap agreements held by the Fund at September 30, 2015 was as follows:
------------------------------------------------------------------------------------------------------------------------------------ TOTAL RETURN SWAPS ------------------------------------------------------------------------------------------------------------------------------------ NET UNREALIZED NOTIONAL APPRECIATION REFERENCE ENTITY/ TERMINATION AMOUNT (DEPRECIATION) COUNTERPARTY OBLIGATION FUND PAYS FUND RECEIVES DATE CONTRACTS (000) (000) ------------------------------------------------------------------------------------------------------------------------------------ Goldman Sachs International Alliance Data Systems Fed Funds 1-Day + 0.45% Total Return 09/13/16 2,156 $ 558 $ -- Goldman Sachs International American Tower REIT Fed Funds 1-Day + 0.45% Total Return 10/14/15 9,923 873 -- Goldman Sachs International Apple Fed Funds 1-Day + 0.45% Total Return 08/04/16 4,501 496 -- Goldman Sachs International Cabot Oil & Gas Fed Funds 1-Day + 0.45% Total Return 10/14/15 8,601 188 -- Goldman Sachs International CME Group Fed Funds 1-Day + 0.45% Total Return 10/14/15 7,191 667 -- Goldman Sachs International Dollar Tree Fed Funds 1-Day + 0.45% Total Return 09/28/16 28,550 1,903 -- Goldman Sachs International eBay Fed Funds 1-Day + 0.45% Total Return 06/14/16 67,136 1,641 -- Goldman Sachs International Google, Cl A Fed Funds 1-Day + 0.45% Total Return 09/09/16 379 242 -- Goldman Sachs International Google, Cl C Fed Funds 1-Day + 0.45% Total Return 09/09/16 808 492 -- Goldman Sachs International Las Vegas Sands Fed Funds 1-Day + 0.45% Total Return 09/09/16 7,126 271 -- Goldman Sachs International Mastercard Fed Funds 1-Day + 0.45% Total Return 09/06/16 19,358 1,745 -- Goldman Sachs International Priceline Group Fed Funds 1-Day + 0.45% Total Return 06/06/16 66 82 -- Goldman Sachs International QUALCOMM Fed Funds 1-Day + 0.45% Total Return 11/16/15 2,775 149 -- Goldman Sachs International SBA Communications Fed Funds 1-Day + 0.45% Total Return 10/14/15 842 88 -- Goldman Sachs International Schlumberger Fed Funds 1-Day + 0.45% Total Return 09/06/16 15,391 1,062 -- Goldman Sachs International Southwestern Energy Fed Funds 1-Day + 0.45% Total Return 06/14/16 71,196 903 -- Goldman Sachs International Visa Fed Funds 1-Day + 0.45% Total Return 06/06/16 8,734 608 -- Goldman Sachs International Walt Disney Fed Funds 1-Day + 0.45% Total Return 08/04/16 22,528 2,302 -- ------ $ -- ======
Percentages are based on Net Assets of $110,442 (000). * Non-income producing security. ** More narrow industries are utilized for compliance purposes, whereas broad sectors are utilized for reporting purposes. ++ Traded in Canadian Dollar. (a) Some or all is pledged as collateral for securities sold short and open options written in the total amount of $39,856 (000). (b) Underlying security for a total return swap. (c) Security considered Master Limited Partnership. At September 30, 2015, these securities amounted to $6,230 (000) or 5.6% of Net Assets. ADR -- American Depositary Receipt Cl -- Class LP -- Limited Partnership REIT -- Real Estate Investment Trust Amounts designated as "-- " are $0 or rounded to $0. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 25 [LOGO OMITTED] RIVERPARK RIVERPARK STRUCTURAL ALPHA FUND FUNDS SEPTEMBER 30, 2015 -------------------------------------------------------------------------------- SECTOR WEIGHTING+ 54.8% U.S. Treasury Obligations 45.2% Time Deposit + Percentages are based on total investments. -------------------------------------------------------------------------------- FACE AMOUNT (000)/ DESCRIPTION CONTRACTS VALUE (000) -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS U.S. TREASURY OBLIGATIONS -- 46.5% U.S. Treasury Bill(a)(b) 0.050%, 11/27/15 $ 1,800 $ 1,800 0.022%, 10/29/15 3,500 3,500 0.015%, 11/19/15 1,500 1,500 0.000%, 01/21/16 1,500 1,500 --------- Total U.S. Treasury Obligations (Cost $8,300) (000) 8,300 --------- Time Deposit -- 38.3% Brown Brothers Harriman, 0.030%, 10/01/15 (Cost $6,851) (000) 6,851 6,851 --------- Total Investments -- 84.8% (Cost $15,151) (000) $ 15,151 ========= Schedule of Open Options Purchased Purchased Options -- 1.9% *++ CBOE S&P 500 Index, Call Option Expires 02/29/16, Strike Price $1,925 9 $ 75 Expires 06/30/16, Strike Price $2,100 14 55 Expires 12/31/15, Strike Price $2,075 6 6 Expires 01/29/16, Strike Price $2,100 6 7 Expires 03/31/16, Strike Price $2,100 15 33 Expires 11/30/15, Strike Price $2,100 6 1 Expires 12/31/15, Strike Price $2,025 10 22 NASDAQ Euro Index, Call Option Expires 06/17/16, Strike Price $4,475 4 65 S&P 500 Index, Call Option Expires 03/18/16, Strike Price $2,100 10 20 Expires 06/17/16, Strike Price $2,050 10 54 --------- Total Purchased Options (Cost $1,066) (000) $ 338 ========= -------------------------------------------------------------------------------- DESCRIPTION CONTRACTS VALUE (000) -------------------------------------------------------------------------------- SCHEDULE OF OPEN OPTIONS WRITTEN WRITTEN OPTIONS -- (4.1)% *++ C2 S&P 500 Index, Call Option Expires 10/16/15, Strike Price $2,075 (3) $ -- C2 S&P 500 Index, Put Option Expires 10/16/15, Strike Price $1,925 (3) (13) CBOE S&P 500 Index, Call Option Expires 10/02/15, Strike Price $2,000 (2) -- Expires 06/30/16, Strike Price $2,250 (14) (13) Expires 11/30/15, Strike Price $2,175 (6) -- Expires 02/29/16, Strike Price $2,025 (9) (34) Expires 10/30/15, Strike Price $1,950 (3) (8) Expires 12/31/15, Strike Price $2,175 (10) (1) Expires 12/31/15, Strike Price $2,150 (6) (1) Expires 10/09/15, Strike Price $2,040 (3) -- Expires 10/09/15, Strike Price $2,015 (4) (2) Expires 03/31/16, Strike Price $2,200 (15) (9) Expires 10/23/15, Strike Price $2,000 (4) (3) Expires 01/29/16, Strike Price $2,175 (6) (2) Expires 10/30/15, Strike Price $1,995 (5) (6) Expires 10/23/15, Strike Price $2,025 (3) (1) CBOE S&P 500 Index, Put Option Expires 10/02/15, Strike Price $1,800 (2) -- Expires 06/30/16, Strike Price $1,950 (7) (114) Expires 11/30/15, Strike Price $2,100 (2) (39) Expires 02/29/16, Strike Price $1,925 (3) (33) Expires 12/31/15, Strike Price $2,075 (2) (36) Expires 12/31/15, Strike Price $1,875 (5) (34) Expires 10/30/15, Strike Price $1,800 (3) (5) Expires 10/09/15, Strike Price $1,890 (3) (6) Expires 10/09/15, Strike Price $1,865 (4) (5) Expires 03/31/16, Strike Price $1,950 (5) (67) Expires 10/23/15, Strike Price $1,825 (3) (5) Expires 01/29/16, Strike Price $2,100 (2) (42) Expires 10/30/15, Strike Price $1,845 (5) (12) Expires 10/23/15, Strike Price $1,850 (4) (9) NASDAQ Euro Index, Call Option Expires 06/17/16, Strike Price $4,825 (4) (24) NASDAQ Euro Index, Put Option Expires 06/17/16, Strike Price $4,150 (2) (65) S&P 500 Index, Call Option Expires 03/18/16, Strike Price $2,250 (10) (4) Expires 06/17/16, Strike Price $2,250 (10) (8) S&P 500 Index, Put Option Expires 03/18/16, Strike Price $1,975 (5) (72) Expires 06/17/16, Strike Price $1,875 (5) (64) --------- Total Written Options (Premiums Received $997) (000) $ (737) ========= ++ See Note 2 in Notes to Financial Statements for additional information. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 26 [LOGO OMITTED] RIVERPARK RIVERPARK STRUCTURAL ALPHA FUND FUNDS SEPTEMBER 30, 2015 -------------------------------------------------------------------------------- The open futures contracts held by the Fund at September 30, 2015 are as follows:
NUMBER OF UNREALIZED CONTRACTS EXPIRATION APPRECIATION TYPE OF COUNTERPARTY TYPE OF CONTRACT LONG (SHORT) DATE (000) ----------------------------------------------------------------------------------------- Interactive Brokers LLC S&P 500 Index E-MINI (46) Dec-2015 $ 170 ======
See Note 2 in Notes to Financial Statements for more information regarding futures collateral. The following is a list of the inputs used as of September 30, 2015 in valuing the Fund's investments and other financial instruments carried at value (000), in accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP:
Investments in Securities Level 1 Level 2 Level 3 Total ------------------------- -------- ------- ------- ------- U.S. Treasury Obligations $ 8,300 $ -- $ -- $ 8,300 Time Deposit 6,851 -- -- 6,851 -------- ------ ------ -------- Total Investments in Securities $ 15,151 $ -- $ -- $ 15,151 ======== ====== ====== ======== Other Financial Instruments Level 1 Level 2 Level 3 Total --------------------------- -------- ------- ------- ------- Purchased Options $ 338 $ -- $ -- $ 338 Written Options (737) -- -- (737) Futures** Unrealized Appreciation 170 -- -- 170 -------- ------ ------ -------- Total Other Financial Instruments $ (229) $ -- $ -- $ (229) ======== ====== ====== ========
** Futures contracts are valued at the unrealized appreciation on the instrument. See Note 2 in Notes to Financial Statements for additional information. For the year ended September 30, 2015, there were no transfers between Level 1 and Level 2 assets and liabilities or between Level 2 and Level 3 assets and liabilities. Percentages are based on Net Assets of $17,872 (000). * Non-income producing security. (a) Zero coupon security. The rate reported on the Schedule of Investments is the effective yield at time of purchase. (b) Pledged as collateral for open options and futures contracts in the total amount of $8,300 (000) (see Note 2 in Notes to Financial Statements). CBOE -- Chicago Board Options Exchange LLC -- Limited Liability Company NASDAQ -- National Association of Securities Dealers Automated Quotations S&P -- Standard & Poor's Amounts designated as "-- " are $0 or rounded to $0. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 27 [LOGO OMITTED] RIVERPARK RIVERPARK STRATEGIC INCOME FUND FUNDS SEPTEMBER 30, 2015 -------------------------------------------------------------------------------- SECTOR WEIGHTING+ 75.9% Corporate Obligations 9.8% Time Deposit 6.0% Bank Loan Obligations 3.9% Commercial Paper 3.3% Asset-Backed Securities 0.8% Mortgage-Backed Securities 0.3% Preferred Stock 0.0% Warrants + Percentages are based on total investments. -------------------------------------------------------------------------------- FACE AMOUNT DESCRIPTION (000) VALUE (000) -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS CORPORATE OBLIGATIONS -- 75.7% Consumer Discretionary -- 18.6% Accuride 9.500%, 08/01/18 $ 10,506 $ 10,585 American Achievement 10.875%, 04/15/16(a) 13,468 13,367 American Media 11.500%, 12/15/17 6,096 6,271 Brightstar 9.500%, 12/01/16(a) 8,077 8,158 Cablevision Systems 8.625%, 09/15/17 8,726 9,119 Caesars Entertainment Resort Properties 8.000%, 10/01/20 4,504 4,301 Cambium Learning Group 9.750%, 02/15/17 12,432 12,494 Coach 4.250%, 04/01/25(d) 14,505 13,869 Ford Motor Credit 1.461%, 03/27/17(d) 1,000 995 HT Intermediate Holdings 12.000%, 05/15/19(a) 8,738 8,258 LBI Media 10.000%, 04/15/19(a) 7,845 7,992 Nathan's Famous 10.000%, 03/15/20(a) 2,786 2,932 Office Depot 9.750%, 03/15/19(a) 5,272 5,555 Postmedia Network 12.500%, 07/15/18 8,530 8,487 Wyndham Worldwide 2.950%, 03/01/17 6,287 6,366 --------- 118,749 --------- Consumer Staples -- 8.0% BI-LO 9.250%, 02/15/19(a) 3,664 3,719 Carolina Beverage Group 10.625%, 08/01/18(a) 5,802 5,831 -------------------------------------------------------------------------------- FACE AMOUNT DESCRIPTION (000) VALUE (000) -------------------------------------------------------------------------------- Central Garden and Pet 8.250%, 03/01/18 $ 17,716 $ 17,982 Simmons Foods 7.875%, 10/01/21(a) 5,284 4,894 Southern States Cooperative 10.000%, 08/15/21(a) 9,998 8,848 US Foods 8.500%, 06/30/19 9,701 10,065 --------- 51,339 --------- Energy -- 1.0% Express Pipeline 7.390%, 12/31/17(a) 1,055 1,059 Sanjel 7.500%, 06/19/19(a) 2,700 1,269 Westmoreland Coal 8.750%, 01/01/22(a) 4,995 4,108 --------- 6,436 --------- Financials -- 10.2% Consolidated-Tomoka Land 4.500%, 03/15/20(a) 5,560 5,564 Homefed 6.500%, 06/30/18(a) 24,076 24,196 Hunt Cos 9.625%, 03/01/21(a) 19,123 18,071 Lender Processing Services 5.750%, 04/15/23 7,191 7,640 Prospect Capital 5.750%, 03/15/18 5,000 4,900 Toll Road Investors Partnership 4.245%, 02/15/45(a)(b) 7,396 1,535 Toll Road Investors Partnership II 6.716%, 02/15/25(a)(b) 5,700 3,202 --------- 65,108 --------- Health Care -- 3.1% CHS 8.000%, 11/15/19 5,000 5,216 Prospect Medical Holdings 8.375%, 05/01/19(a) 13,986 14,650 --------- 19,866 --------- Industrials -- 10.2% Acuity Brands Lighting 6.000%, 12/15/19 1,000 1,106 America West Airlines Pass-Through Trust, Ser 2000-1 8.057%, 07/02/20 573 654 Cleaver-Brooks 8.750%, 12/15/19(a) 4,763 4,525 Continental Airlines Pass-Through Trust, Ser 2000-2, Cl A1 7.707%, 04/02/21 3,860 4,213 Continental Airlines Pass-Through Trust, Ser 1999-2, Cl C2 6.236%, 03/15/20 621 663 The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 28 [LOGO OMITTED] RIVERPARK RIVERPARK STRATEGIC INCOME FUND FUNDS SEPTEMBER 30, 2015 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- FACE AMOUNT DESCRIPTION (000) VALUE (000) -------------------------------------------------------------------------------- Continental Airlines Pass-Through Trust, Ser 2007-1, Cl A 5.983%, 04/19/22 $ 1,253 $ 1,386 Dispensing Dynamics International 12.500%, 01/01/18(a) 5,085 4,907 HC2 Holdings 11.000%, 12/01/19(a) 12,695 12,187 Jac Holding 11.500%, 10/01/19(a) 1,945 1,920 PaperWorks Industries 9.500%, 08/15/19(a) 5,242 5,085 Quad 7.000%, 05/01/22 9,240 8,316 Quality Distribution 9.875%, 11/01/18 2,255 2,328 Techniplas 10.000%, 05/01/20(a) 5,720 5,348 Tempel Steel 12.000%, 08/15/16(a) 5,295 4,832 Waste Italia 10.500%, 11/15/19(a) 9,067 7,700 --------- 65,170 --------- Information Technology -- 4.4% Audatex North America 6.000%, 06/15/21(a) 9,068 9,120 Denali Borrower 5.625%, 10/15/20(a) 5,000 5,210 Fidelity National Information Services 5.000%, 03/15/22(d) 3,925 4,105 Fiserv 3.500%, 10/01/22(d) 3,275 3,322 Leidos 7.125%, 07/01/32 5,833 6,174 --------- 27,931 --------- Materials -- 11.2% Beverage Packaging Holdings Luxembourg II 5.625%, 12/15/16(a) 9,670 9,561 Hardwoods Acquisition 7.500%, 08/01/21(a) 2,272 2,136 Hexion 6.625%, 04/15/20 8,505 7,272 Lansing Trade Group 9.250%, 02/15/19(a) 16,624 16,167 NWH Escrow 7.500%, 08/01/21(a) 6,794 6,216 Optima Specialty Steel 12.500%, 12/15/16(a) 9,745 9,209 Rockwood Specialties Group 4.625%, 10/15/20 17,443 18,059 Verso Paper Holdings 11.750%, 01/15/19 13,389 2,917 --------- 71,537 --------- -------------------------------------------------------------------------------- FACE AMOUNT DESCRIPTION (000) VALUE (000) -------------------------------------------------------------------------------- Telecommunication Services -- 9.0% Cox Communications 5.500%, 10/01/15 $ 13,000 $ 13,000 Goodman Networks 12.125%, 07/01/18 8,014 4,227 Level 3 Financing 8.625%, 07/15/20 7,050 7,385 MHGE Parent 8.500%, 08/01/19(a) 4,800 4,794 Qwest 6.750%, 12/01/21(d) 5,000 5,303 SBA Tower Trust 3.598%, 04/15/18(a) 6,385 6,426 Sprint Communications 6.000%, 12/01/16 8,886 8,775 Telesat Canada 6.000%, 05/15/17(a) 7,924 7,984 --------- 57,894 --------- Total Corporate Obligations (Cost $514,263) (000) 484,030 --------- Commercial Paper -- 3.9% Ford Motor Credit 0.940%, 10/06/15(b) 20,000 19,998 TELUS 0.591%, 10/14/15(b) 5,000 5,000 --------- Total Commercial Paper (Cost $24,996) (000) 24,998 --------- Asset-Backed Securities -- 3.3% Other Asset-Backed Securities -- 3.3% Applebee's Funding, Ser 2014-1, Cl A2 4.277%, 09/05/44(a) 2,500 2,562 Countrywide Asset-Backed Certificates, Ser 2006-SPS2, Cl A 0.519%, 05/25/26(c) 595 1,309 Countrywide Asset-Backed Certificates, Ser 2006-SPS1, Cl A 0.419%, 12/25/25(c) 151 471 Master Asset Vehicle II, Ser 2009-2U, Cl A1 0.213%, 07/15/56(b)(c) 17,829 16,714 --------- Total Asset-Backed Securities (Cost $20,240) (000) 21,056 --------- Mortgage-Backed Securities -- 0.8% Non-Agency Mortgage-Backed Obligations -- 0.8% Structured Asset Mortgage Investments II Trust, Ser 2005- AR8, Cl A4 1.664%, 02/25/36(c) 6,389 2,875 The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 29 [LOGO OMITTED] RIVERPARK RIVERPARK STRATEGIC INCOME FUND FUNDS SEPTEMBER 30, 2015 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- FACE AMOUNT (000)/SHARES/ NUMBER OF WARRANTS/ DESCRIPTION CONTRACTS VALUE (000) -------------------------------------------------------------------------------- Structured Asset Mortgage Investments II Trust, Ser 2006- AR3, Cl 12A3 0.464%, 05/25/36(c) $ 6,864 $ 2,506 --------- Total Mortgage-Backed Securities (Cost $6,003) (000) 5,381 --------- Preferred Stock -- 0.4% Southwestern Energy* 6.250%, 01/15/18(d) (Cost $3,568) (000) 71,000 2,207 --------- Warrants -- 0.0% Lee Enterprises* (Cost $--) (000) 96,200 24 --------- Bank Loan Obligations -- 6.0% Energy Future Holdings 4.250%, 06/19/16 11,400 11,357 Hampton Rubber 5.000%, 03/27/21 4,557 3,919 Lee Enterprises 12.000%, 12/15/22 6,071 6,298 7.250%, 03/31/19 3,039 3,039 Marsico Holdings 5.375%, 12/31/22 16,346 2,002 Maueser-Werke 8.750%, 07/31/22 6,500 6,388 Newpage 9.500%, 02/11/21 10,364 5,584 --------- Total Bank Loan Obligations (Cost $48,217) (000) 38,587 --------- Time Deposit -- 9.9% Brown Brothers Harriman, 0.030%, 10/01/15 (Cost $63,075) (000) 63,075 63,075 --------- Total Investments -- 100.0% (Cost $680,362) (000) $ 639,358 ========= Schedule of Open Options Written Written Options -- 0.0%*++ iShares iBoxx $ High Yield Corporate Bond ETF, Call Option Expires 12/18/15, Strike Price $89 (1,000) $ (15) Southwestern Energy, Call Option Expires 12/18/15, Strike Price $26 (250) (1) --------- Total Written Options (Premiums Received $155) (000) $ (16) ========= A list of the open forward foreign currency contracts held by the Fund at September 30, 2015 is as follows++: Currency Currency Unrealized to Deliver to Receive Depreciation Counterparty Settlement Date (000) (000) (000) -------------------------------------------------------------------------------- Brown Brothers Harriman 10/8/15 EUR 8,415 USD 9,353 $ (51) ====== ++ See Note 2 in Notes to Financial Statements for additional information. The following is a list of the inputs used as of September 30, 2015 in valuing the Fund's investments and other financial instruments carried at value (000), in accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP:
Investments in Securities Level 1 Level 2 Level 3 Total ------------------------- -------- --------- -------- --------- Corporate Obligations $ -- $ 484,030 $ -- $ 484,030 Commercial Paper -- 24,998 -- 24,998 Asset-Backed Securities -- 21,056 -- 21,056 Mortgage-Backed Securities -- 5,381 -- 5,381 Preferred Stock 2,207 -- -- 2,207 Warrants -- 24 -- 24 Bank Loan Obligations -- 38,587 -- 38,587 Time Deposit 63,075 -- -- 63,075 -------- --------- ----- --------- Total Investments in Securities $ 65,282 $ 574,076 $ -- $ 639,358 ======== ========= ===== ========= Other Financial Instruments Level 1 Level 2 Level 3 Total --------------------------- -------- --------- -------- --------- Written Options $ (16) $ -- $ -- $ (16) Forwards ** Unrealized Depreciation (51) -- -- (51) -------- --------- ----- --------- Total Other Financial Instruments $ (67) $ -- $ -- $ (67) ======== ========= ===== =========
** Forward contracts are valued at the unrealized depreciation on the instrument. See Note 2 in Notes to Financial Statements for additional information. For the year ended September 30, 2015, there were no transfers between Level 1 and Level 2 assets and liabilities or between Level 2 and Level 3 assets and liabilities. Percentages are based on Net Assets of $639,284 (000). * Non-income producing security. (a) Securities sold within terms of a private placement memorandum, exempt from registration under Section 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other "accredited investors." These securities have been determined to be liquid under guidelines established by the Board of Trustees. (b) Zero coupon security. The rate reported on the Schedule of Investments is the effective yield at time of purchase. (c) Variable rate security - Rate disclosed is the rate in effect on September 30, 2015. (d) Some or all is pledged as collateral for open options written in the total amount of $25,493 (000). Cl -- Class ETF -- Exchange Traded Fund EUR -- Euro Ser -- Series USD -- United States Dollar The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 30 [LOGO OMITTED] RIVERPARK RIVERPARK FOCUSED VALUE FUND FUNDS SEPTEMBER 30, 2015 -------------------------------------------------------------------------------- SECTOR WEIGHTING+ 16.6% Energy 14.6% Consumer Discretionary 13.3% Time Deposit 13.3% Materials 13.1% Information Technology 9.9% Financials 8.2% Health Care 8.0% Utilities 3.0% Industrials + Percentages are based on total investments. -------------------------------------------------------------------------------- DESCRIPTION SHARES VALUE (000) -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS COMMON STOCK -- 88.3% Consumer Discretionary -- 14.8% Las Vegas Sands 85,200 $ 3,235 Liberty Global, Cl A* 43,300 1,859 Liberty Global LiLAC, Cl A* 880 30 Liberty Interactive QVC Group, Cl A* 51,100 1,340 --------- 6,464 --------- Energy -- 16.9% Helmerich & Payne 38,700 1,829 Magellan Midstream Partners LP (a) 23,300 1,401 Marathon Petroleum 70,200 3,252 National Oilwell Varco 23,000 866 --------- 7,348 --------- Financials -- 10.1% American Tower REIT, Cl A 15,500 1,364 KKR & Co., LP (a) 62,300 1,045 The Blackstone Group LP (a) 63,300 2,005 --------- 4,414 --------- Health Care -- 8.4% Express Scripts Holding* 22,400 1,814 Valeant Pharmaceuticals International* 10,300 1,837 --------- 3,651 --------- Industrials -- 3.1% Macquarie Infrastructure 18,000 1,344 --------- Information Technology -- 13.3% Avago Technologies 15,000 1,875 Western Digital 49,500 3,932 --------- 5,807 --------- Materials -- 13.5% CF Industries Holdings 69,635 3,127 LyondellBasell Industries, Cl A 16,300 1,359 Praxair 13,700 1,395 --------- 5,881 --------- -------------------------------------------------------------------------------- SHARES/FACE DESCRIPTION AMOUNT(000) VALUE (000) -------------------------------------------------------------------------------- Utilities -- 8.2% Calpine* 243,800 $ 3,559 --------- Total Common Stock (Cost $43,573) (000) 38,468 --------- Time Deposit -- 13.6% Brown Brothers Harriman, 0.030%, 10/01/15 (Cost $5,922) (000) $ 5,922 5,922 --------- Total Investments -- 101.9% (Cost $49,495) (000) $ 44,390 ========= As of September 30, 2015, all of the Fund's investments were considered Level 1 in accordance with the authoritative guidance on fair value measurements and disclosure under GAAP. For the period ended September 30, 2015, there were no transfers between Level 1 and Level 2 assets and liabilities or between Level 2 and Level 3 assets and liabilities. Percentages are based on Net Assets of $43,563 (000). * Non-income producing security. (a) Security considered Master Limited Partnership. At September 30, 2015, these securities amounted to $4,451 (000) or 10.2% of Net Assets. Cl -- Class LP -- Limited Partnership REIT -- Real Estate Investment Trust The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 31 STATEMENTS OF ASSETS AND LIABILITIES (000) [LOGO OMITTED] RIVERPARK SEPTEMBER 30, 2015 FUNDS --------------------------------------------------------------------------------
RIVERPARK RIVERPARK RIVERPARK LARGE RIVERPARK/ SHORT TERM LONG/SHORT GROWTH FUND WEDGEWOOD FUND HIGH YIELD FUND OPPORTUNITY FUND --------------- -------------- --------------- ---------------- Assets: Investments in Securities, at Value (Note 2) $ 78,371 $ 2,088,610 $ 893,317 $ 107,297 Purchased Options, at Value -- -- -- 171 Deposits with Brokers for Securities Sold Short -- -- -- 54,976 Receivable for Investment Securities Sold 1,118 -- -- 1,689 Receivable for Capital Shares Sold 217 3,591 1,832 98 Receivable for Dividend and Interest Income 30 1,249 19,515 32 Prepaid Expenses 15 103 43 13 Cash Collateral on Swap Contracts -- -- -- 1,000 ------------- --------------- ------------- ------------ Total Assets 79,751 2,093,553 914,707 165,276 ------------- --------------- ------------- ------------ Liabilities: Securities Sold Short, at Value (Note 2) -- -- -- 53,275 Written Options, at Value (Note 2) -- -- -- 129 Payable Due to Shareholder Servicing Agent (Note 3) 48 465 181 7 Payable Due to Adviser (Note 3) 42 1,158 469 147 Payable for Capital Shares Redeemed 33 3,193 1,747 153 Payable Due to Administrative Services Plan, Institutional Class Shares (Note 3) 5 152 93 66 Payable Due to Administrative Services Plan, Retail Class Shares (Note 3) 7 116 96 1 Payable Due to Administrator 6 156 63 8 Income Distribution Payable -- -- 363 -- Payable for Swap Reset -- -- -- 748 Dividends Payable on Securities Sold Short -- -- -- 92 Payable for Investment Securities Purchased -- -- 41,234 183 Payable Due to Trustees -- 1 -- -- Chief Compliance Officer Fees Payable -- 3 1 -- Other Accrued Expenses 13 438 190 25 ------------- --------------- ------------- ------------ Total Liabilities 154 5,682 44,437 54,834 ------------- --------------- ------------- ------------ Net Assets $ 79,597 $ 2,087,871 $ 870,270 $ 110,442 ============= =============== ============= ============ Net Assets Consist of: Paid-in Capital $ 75,026 $ 1,935,560 $ 889,883 $ 106,119 Accumulated Undistributed Net Investment Income (Accumulated Net Investment Loss) 481 5,875 106 (1,484) Accumulated Net Realized Gain (Loss) on Investments, Securities Sold Short, Purchased and Written Options and Swap Contracts 563 77,633 (7,837) (7,572) Net Unrealized Appreciation (Depreciation) on Investments and Securities Sold Short 3,527 68,803 (11,882) 13,527 Net Unrealized Depreciation on Purchased and Written Options -- -- -- (148) ------------- --------------- ------------- ------------ Net Assets $ 79,597 $ 2,087,871 $ 870,270 $ 110,442 ============= =============== ============= ============ Investments in Securities, at Cost $ 74,844 $ 2,019,807 $ 905,199 $ 97,999 Securities Sold Short, Proceeds -- -- -- 57,504 Purchased Options, at Cost -- -- -- 260 Written Options, Premiums Received -- -- -- 70 Net Assets - Institutional Class Shares(1) $ 34,963,038 $ 1,975,998,447 $ 666,035,838 $ 97,196,063 ============= =============== ============= ============ Net Assets - Retail Class Shares(1) $ 44,633,983 $ 111,872,398 $ 204,234,578 $ 13,245,992 ============= =============== ============= ============ Institutional Class Shares: Outstanding Shares of Beneficial Interest(1) (Unlimited Authorization -- No Par Value) 2,065,011 116,682,565 68,094,370 9,631,945 ============= =============== ============= ============ Retail Class Shares: Outstanding Shares of Beneficial Interest(1) (Unlimited Authorization -- No Par Value) 2,661,480 6,685,055 20,944,094 1,321,013 ============= =============== ============= ============ Institutional Class Shares: Net Asset Value, Offering and Redemption Price Per Share -- Institutional Class Shares $16.93 $16.93 $9.78 $10.09 ============= =============== ============= ============ Retail Class Shares: Net Asset Value, Offering and Redemption Price Per Share -- Retail Class Shares $16.77 $16.73 $9.75 $10.03 ============= =============== ============= ============
(1) Shares and Net Assets have not been rounded. Amounts designated as "--" are either not applicable, $0 or have been rounded to $0. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 32 STATEMENTS OF ASSETS AND LIABILITIES (000) [LOGO OMITTED] RIVERPARK SEPTEMBER 30, 2015 FUNDS --------------------------------------------------------------------------------
RIVERPARK STRUCTURAL RIVERPARK STRATEGIC RIVERPARK FOCUSED ALPHA FUND INCOME FUND VALUE FUND -------------------- ------------------- ----------------- Assets: Investments in Securities, at Value (Note 2) $ 15,151 $ 639,358 $ 44,390 Purchased Options, at Value 338 -- -- Deposits with Brokers for Futures and Options 3,291 368 -- Receivable for Investment Securities Sold 18 3,577 -- Receivable for Capital Shares Sold -- 1,851 1 Receivable for Dividend and Interest Income -- 11,604 32 Prepaid Expenses 12 44 36 Deferred Offering Costs -- -- 32 ------------- ------------- ------------- Total Assets 18,810 656,802 44,491 ------------- ------------- ------------- Liabilities: Written Options, at Value (Note 2) 737 16 -- Payable Due to Shareholder Servicing Agent (Note 3) 1 187 -- Payable Due to Adviser (Note 3) 19 346 20 Payable for Capital Shares Redeemed 90 1,577 -- Payable Due to Administrative Services Plan, Institutional Class Shares (Note 3) 4 48 8 Payable Due to Administrative Services Plan, Retail Class Shares (Note 3) 1 50 -- Payable Due to Administrator 1 47 3 Income Distribution Payable -- 176 -- Payable for Investment Securities Purchased 2 14,903 888 Chief Compliance Officer Fees Payable -- 1 -- Variation Margin Payable 79 -- -- Unrealized Depreciation on Forward Foreign Currency Contracts -- 51 -- Other Accrued Expenses 4 116 9 ------------- ------------- ------------- Total Liabilities 938 17,518 928 ------------- ------------- ------------- Net Assets $ 17,872 $ 639,284 $ 43,563 ============= ============= ============= Net Assets Consist of: Paid-in Capital $ 17,938 $ 691,350 $ 48,553 Accumulated Undistributed Net Investment Income (Accumulated Net Investment Loss) (186) 67 149 Accumulated Net Realized Gain (Loss) on Investments, Purchased and Written Options and Futures Contracts 418 (11,217) (34) Net Unrealized Depreciation on Investments -- (41,004) (5,105) Net Unrealized Appreciation (Depreciation) on Purchased and Written Options (468) 139 -- Net Unrealized Appreciation on Futures Contracts 170 -- -- Net Unrealized Depreciation on Forward Foreign Currency Contracts -- (51) -- ------------- ------------- ------------- Net Assets $ 17,872 $ 639,284 $ 43,563 ============= ============= ============= Investments in Securities, at Cost $ 15,151 $ 680,362 $ 49,495 Purchased Options, at Cost 1,066 -- -- Written Options, Premiums Received 997 155 -- Net Assets - Institutional Class Shares(1) $ 14,645,957 $ 247,726,147 $ 43,199,562 ============= ============= ============= Net Assets - Retail Class Shares(1) $ 3,225,960 $ 391,558,126 $ 362,988 ============= ============= ============= Institutional Class Shares: Outstanding Shares of Beneficial Interest(1) (Unlimited Authorization -- No Par Value) 1,446,217 26,110,137 5,044,378 ============= ============= ============= Retail Class Shares: Outstanding Shares of Beneficial Interest(1) (Unlimited Authorization -- No Par Value) 320,274 41,293,251 42,412 ============= ============= ============= Institutional Class Shares: Net Asset Value, Offering and Redemption Price Per Share -- Institutional Class Shares $10.13 $9.49 $8.56 ============= ============= ============= Retail Class Shares: Net Asset Value, Offering and Redemption Price Per Share -- Retail Class Shares $10.07 $9.48 $8.56 ============= ============= =============
(1) Shares and Net Assets have not been rounded. Amounts designated as "--" are either not applicable, $0 or have been rounded to $0. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 33 STATEMENTS OF OPERATIONS (000) [LOGO OMITTED] RIVERPARK FOR THE YEAR ENDED FUNDS SEPTEMBER 30, 2015 --------------------------------------------------------------------------------
RIVERPARK RIVERPARK/ RIVERPARK SHORT TERM RIVERPARK LONG/SHORT LARGE GROWTH FUND WEDGEWOOD FUND HIGH YIELD FUND OPPORTUNITY FUND ----------------- -------------- -------------------- -------------------- Investment Income: Dividends $ 1,095 $ 25,796 $ 119 $ 1,837 Interest -- 41 37,086 2 Foreign taxes withheld (2) (185) -- (9) --------- ----------- --------- --------- Total Investment Income 1,093 25,652 37,205 1,830 --------- ----------- --------- --------- Expenses: Investment Advisory Fees (Note 3) 467 13,996 5,789 1,714 Shareholder Service Fees(1) (Note 3) 129 457 544 36 Administrative Services Fee, Institutional Class Shares (Note 3) 19 1,055 485 137 Administrative Services Fee, Retail Class Shares (Note 3) 66 211 287 11 Administrator Fees (Note 3) 63 1,887 781 100 Chief Compliance Officer Fees (Note 3) 1 34 15 2 Trustees' Fees (Note 3) 1 37 18 2 Registration Fees 39 160 41 64 Transfer Agent Fees 23 682 282 36 Printing Fees 6 172 68 9 Professional Fees 2 136 53 5 Custodian Fees 2 32 20 8 Dividend Expense -- -- -- 1,029 Stock Loan Fee -- -- -- 294 Insurance and Other Fees 8 80 48 7 --------- ----------- --------- --------- Total Expenses 826 18,939 8,431 3,454 Advisor Waiver Recapture (Note 3) 20 -- -- 5 --------- ----------- --------- --------- Net Expenses 846 18,939 8,431 3,459 --------- ----------- --------- --------- Net Investment Income (Loss) 247 6,713 28,774 (1,629) --------- ----------- --------- --------- Net Realized and Unrealized Gain (Loss): Net Realized Gain (Loss) From: Investments 919 80,634 (6,474) 4,802 Purchased Options -- -- -- (1,519) Written Options -- -- -- 426 Securities Sold Short -- -- -- (2,925) Swap Contracts -- -- -- (1,120) Foreign Currency Transactions -- -- -- 16 Net Change in Unrealized Appreciation (Depreciation) on: Investments (5,899) (194,176) (7,546) (9,133) Purchased Options -- -- -- (242) Written Options -- -- -- 51 Securities Sold Short -- -- -- 6,404 --------- ----------- --------- --------- Net Realized and Unrealized Loss (4,980) (113,542) (14,020) (3,240) --------- ----------- --------- --------- Net Increase (Decrease) in Net Assets Resulting from Operations $ (4,733) $ (106,829) $ 14,754 $ (4,869) ========= =========== ========= =========
(1) Attributable to Retail Class Shares only. Amounts designated as "--" are either not applicable, $0 or have been rounded to $0. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 34 STATEMENTS OF OPERATION (000) FOR THE YEAR OR PERIOD ENDED [LOGO OMITTED] RIVERPARK SEPTEMBER 30, 2015 FUNDS --------------------------------------------------------------------------------
RIVERPARK STRUCTURAL RIVERPARK STRATEGIC RIVERPARK FOCUSED ALPHA FUND INCOME FUND VALUE FUND* -------------------- ------------------- ----------------- Investment Income: Interest $ -- $ 39,643 $ 1 Dividends (9) 22 258 Foreign taxes withheld -- (116) -- -------- --------- ---------- Total Investment Income (9) 39,549 259 -------- --------- ---------- Expenses: Investment Advisory Fees (Note 3) 170 3,969 72 Shareholder Service Fees(1) (Note 3) 5 905 1 Administrative Services Fee, Institutional Class Shares (Note 3) 3 246 9 Administrative Services Fee, Retail Class Shares (Note 3) 3 492 -- Administrator Fees (Note 3) 11 535 9 Chief Compliance Officer Fees (Note 3) -- 10 -- Trustees' Fees (Note 3) -- 8 -- Registration Fees 40 79 4 Transfer Agent Fees 4 194 3 Printing Fees 1 48 3 Professional Fees -- 40 2 Custodian Fees 1 13 1 Offering Costs -- -- 31 Insurance and Other Fees -- 7 3 -------- --------- ---------- Total Expenses 238 6,546 138 Fees Waived by Adviser (Note 3) (20) -- (27) -------- --------- ---------- Net Expenses 218 6,546 111 -------- --------- ---------- Net Investment Income (Loss) (227) 33,003 148 -------- --------- ---------- Net Realized and Unrealized Gain (Loss): Net Realized Gain (Loss) From: Investments 120 (9,910) (33) Purchased Options 574 -- -- Written Options 258 73 -- Futures Contracts (64) -- -- Forward Foreign Currency Contracts -- 779 -- Foreign Currency Transactions -- 202 -- Net Change in Unrealized Appreciation (Depreciation) on: Investments -- (37,204) (5,105) Purchased Options (1,202) -- -- Written Options 257 139 -- Futures Contracts 118 -- -- Forward Foreign Currency Contracts -- (60) -- -------- --------- ---------- Net Realized and Unrealized Gain (Loss) 61 (45,981) (5,138) -------- --------- ---------- Net Decrease in Net Assets Resulting from Operations $ (166) $ (12,978) $ (4,990) ======== ========= ==========
* Fund commenced operations on March 31, 2015. (1) Attributable to Retail Class Shares only. Amounts designated as "--" are either not applicable, $0 or have been rounded to $0. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 35 [LOGO OMITTED] RIVERPARK STATEMENTS OF CHANGES IN NET ASSETS (000) FUNDS --------------------------------------------------------------------------------
RIVERPARK LARGE GROWTH FUND RIVERPARK/WEDGEWOOD FUND ---------------------------------------- ---------------------------------------- YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED SEPTEMBER 30, 2015 SEPTEMBER 30, 2014 SEPTEMBER 30, 2015 SEPTEMBER 30, 2014 ------------------ ------------------ ------------------ ------------------ Operations: Net Investment Income (Loss) $ 247 $ (50) $ 6,713 $ (27) Net Realized Gain from Investments 919 1,861 80,634 103,981 Net Change in Unrealized Appreciation (Depreciation) on Investments (5,899) 2,989 (194,176) 83,754 --------- --------- ----------- ----------- Net Increase (Decrease) in Net Assets Resulting from Operations (4,733) 4,800 (106,829) 187,708 --------- --------- ----------- ----------- Distributions to Shareholders From: Net Investment Income: Institutional Class Shares -- (15) (838) -- Retail Class Shares -- (3) -- -- Net Realized Gains: Institutional Class Shares (429) (54) (77,897) (13,609) Retail Class Shares (1,433) (228) (9,079) (5,917) --------- --------- ----------- ----------- Total Distributions to Shareholders (1,862) (300) (87,814) (19,526) --------- --------- ----------- ----------- Capital Share Transactions: Institutional Class Shares: Shares Issued 25,338 6,925 1,113,109 942,069 Shares Issued as Reinvestment of Distributions 382 69 67,574 10,874 Shares Redeemed (1,911) (194) (721,486) (201,353) --------- --------- ----------- ----------- Net Increase in Net Assets from Institutional Class Shares Transactions 23,809 6,800 459,197 751,590 --------- --------- ----------- ----------- Retail Class Shares: Shares Issued 9,430 31,394 48,675 246,569 Shares Issued as Reinvestment of Distributions 1,427 231 8,911 5,873 Shares Redeemed (15,721) (8,198) (144,201) (442,969) --------- --------- ----------- ----------- Net Increase (Decrease) in Net Assets from Retail Class Shares Transactions (4,864) 23,427 (86,615) (190,527) --------- --------- ----------- ----------- Net Increase in Net Assets from Capital Share Transactions 18,945 30,227 372,582 561,063 --------- --------- ----------- ----------- Net Increase in Net Assets 12,350 34,727 177,939 729,245 Net Assets: Beginning of Year 67,247 32,520 1,909,932 1,180,687 --------- --------- ----------- ----------- End of Year $ 79,597 $ 67,247 $ 2,087,871 $ 1,909,932 ========= ========= =========== =========== Accumulated Undistributed Net Investment Income $ 481 $ 271 $ 5,875 $ -- ========= ========= =========== =========== Shares Issued and Redeemed: Institutional Class Shares: Shares Issued 1,386 380 59,506 51,700 Shares Issued as Reinvestment of Distributions 22 4 3,797 639 Shares Redeemed (103) (10) (39,183) (11,262) --------- --------- ----------- ----------- Net Increase in Institutional Class Shares 1,305 374 24,120 41,077 --------- --------- ----------- ----------- Retail Class Shares: Shares Issued 514 1,745 2,663 14,010 Shares Issued as Reinvestment of Distributions 81 13 506 348 Shares Redeemed (860) (452) (7,986) (24,369) --------- --------- ----------- ----------- Net Increase (Decrease) in Retail Class Shares (265) 1,306 (4,817) (10,011) --------- --------- ----------- ----------- Net Increase in Share Transactions 1,040 1,680 19,303 31,066 ========= ========= =========== ===========
Amounts designated as "--" are either not applicable, $0 or have been rounded to $0. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 36 [LOGO OMITTED] RIVERPARK STATEMENTS OF CHANGES IN NET ASSETS (000) FUNDS --------------------------------------------------------------------------------
RIVERPARK SHORT TERM HIGH YIELD FUND RIVERPARK LONG/SHORT OPPORTUNITY FUND ------------------------------------------ ---------------------------------------- YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED SEPTEMBER 30, 2015 SEPTEMBER 30, 2014 SEPTEMBER 30, 2015 SEPTEMBER 30, 2014 ------------------ ------------------ ------------------ ------------------ Operations: Net Investment Income (Loss) $ 28,774 $ 33,634 $ (1,629) $ (2,496) Net Realized Loss from Investments, Purchased and Written Options, Swap Contracts, Securities Sold Short and Foreign Currency Transactions (6,474) (600) (320) (1,746) Net Change in Unrealized Appreciation (Depreciation) on Investments, Purchased and Written Options and Securities Sold Short (7,546) (2,750) (2,920) 7,853 --------- --------- --------- --------- Net Increase (Decrease) in Net Assets Resulting from Operations 14,754 30,284 (4,869) 3,611 --------- --------- --------- --------- Distributions to Shareholders From: Net Investment Income: Institutional Class Shares (22,429) (25,294) -- -- Retail Class Shares (6,697) (8,471) -- -- Net Realized Gains: Institutional Class Shares -- -- -- -- Retail Class Shares -- -- -- -- --------- --------- --------- --------- Total Distributions to Shareholders (29,126) (33,765) -- -- --------- --------- --------- --------- Capital Share Transactions: Institutional Class Shares: Shares Issued 194,381 251,589 43,850 113,097 Shares Issued as Reinvestment of Distributions 17,771 20,189 -- -- Shares Redeemed (215,739) (175,906) (49,660) (31,196) --------- --------- --------- --------- Net Increase (Decrease) in Net Assets from Institutional Class Shares Transactions (3,587) 95,872 (5,810) 81,901 --------- --------- --------- --------- Retail Class Shares: Shares Issued 50,730 97,210 2,415 66,991 Shares Issued as Reinvestment of Distributions 6,541 8,258 -- -- Shares Redeemed (74,543) (165,435) (4,764) (128,129) --------- --------- --------- --------- Net Decrease in Net Assets from Retail Class Shares Transactions (17,272) (59,967) (2,349) (61,138) --------- --------- --------- --------- Net Increase (Decrease) in Net Assets from Capital Share Transactions (20,859) 35,905 (8,159) 20,763 --------- --------- --------- --------- Net Increase (Decrease) in Net Assets (35,231) 32,424 (13,028) 24,374 Net Assets: Beginning of Year 905,501 873,077 123,470 99,096 --------- --------- --------- --------- End of Year $ 870,270 $ 905,501 $ 110,442 $ 123,470 ========= ========= ========= ========= Accumulated Undistributed Net Investment Income (Accumulated Net Investment Loss) $ 106 $ 38 $ (1,484) $ (1,321) ========= ========= ========= ========= Shares Issued and Redeemed: Institutional Class Shares: Shares Issued 19,608 25,139 4,111 10,446 Shares Issued as Reinvestment of Distributions 1,796 2,021 -- -- Shares Redeemed (21,771) (17,577) (4,686) (2,881) --------- --------- --------- --------- Net Increase (Decrease) in Institutional Class Shares (367) 9,583 (575) 7,565 --------- --------- --------- --------- Retail Class Shares: Shares Issued 5,127 9,731 226 6,240 Shares Issued as Reinvestment of Distributions 663 828 -- -- Shares Redeemed (7,543) (16,535) (453) (11,879) --------- --------- --------- --------- Net Decrease in Retail Class Shares (1,753) (5,976) (227) (5,639) --------- --------- --------- --------- Net Increase (Decrease) in Share Transactions (2,120) 3,607 (802) 1,926 ========= ========= ========= =========
Amounts designated as "--" are either not applicable, $0 or have been rounded to $0. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 37 [LOGO OMITTED] RIVERPARK STATEMENTS OF CHANGES IN NET ASSETS (000) FUNDS --------------------------------------------------------------------------------
RIVERPARK STRUCTURAL ALPHA FUND RIVERPARK STRATEGIC INCOME FUND ----------------------------------------- ---------------------------------------- YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED SEPTEMBER 30, 2015 SEPTEMBER 30, 2014 SEPTEMBER 30, 2015 SEPTEMBER 30, 2014 ------------------ ------------------ ------------------ ------------------ Operations: Net Investment Income (Loss) $ (227) $ (160) $ 33,003 $ 13,355 Net Realized Gain (Loss) from Investments, Purchased and Written Options, Futures Contracts, Forward Foreign Currency Contracts and Foreign Currency Transactions 888 312 (8,856) 778 Net Change in Unrealized Appreciation (Depreciation) on Investments, Purchased and Written Options, Futures Contracts, Forward Foreign Currency Contracts and Foreign Currency Transactions (827) 334 (37,125) (3,791) ------- ------- --------- --------- Net Increase (Decrease) in Net Assets Resulting from Operations (166) 486 (12,978) 10,342 ------- ------- --------- --------- Distributions to Shareholders From: Net Investment Income: Institutional Class Shares -- -- (15,111) (4,693) Retail Class Shares -- -- (21,088) (7,924) Net Realized Gains: Institutional Class Shares (322) (141) (242) (1) Retail Class Shares (54) (17) (368) (3) ------- ------- --------- --------- Total Distributions to Shareholders (376) (158) (36,809) (12,621) ------- ------- --------- --------- Capital Share Transactions: Institutional Class Shares: Shares Issued 7,876 1,439 183,885 220,805 Shares Issued as Reinvestment of Distributions 322 141 13,221 4,203 Shares Redeemed (1,110) (2,004) (135,144) (19,571) ------- ------- --------- --------- Net Increase (Decrease) in Net Assets from Institutional Class Shares Transactions 7,088 (424) 61,962 205,437 ------- ------- --------- --------- Retail Class Shares: Shares Issued 3,727 798 182,290 341,287 Shares Issued as Reinvestment of Distributions 54 17 21,337 7,865 Shares Redeemed (1,284) (893) (88,474) (42,429) ------- ------- --------- --------- Net Increase (Decrease) in Net Assets from Retail Class Shares Transactions 2,497 (78) 115,153 306,723 ------- ------- --------- --------- Net Increase (Decrease) in Net Assets from Capital Share Transactions 9,585 (502) 177,115 512,160 ------- ------- --------- --------- Net Increase (Decrease) in Net Assets 9,043 (174) 127,328 509,881 Net Assets: Beginning of Year 8,829 9,003 511,956 2,075 ------- ------- --------- --------- End of Year $ 17,872 $ 8,829 $ 639,284 $ 511,956 ======== ======= ========= ========= Accumulated Undistributed (Distributions in Excess of) Net Investment Income (Accumulated Net Investment Loss) $ (186) $ -- $ 67 $ 932 ======== ======= ========= ========= Shares Issued and Redeemed: Institutional Class Shares: Shares Issued 759 141 18,326 21,338 Shares Issued as Reinvestment of Distributions 32 14 1,330 407 Shares Redeemed (107) (195) (13,598) (1,893) ------- ------- --------- --------- Net Increase (Decrease) in Institutional Class Shares 684 (40) 6,058 19,852 ------- ------- --------- --------- Retail Class Shares: Shares Issued 362 78 18,173 33,156 Shares Issued as Reinvestment of Distributions 5 2 2,148 762 Shares Redeemed (126) (88) (8,857) (4,096) ------- ------- --------- --------- Net Increase (Decrease) in Retail Class Shares 241 (8) 11,464 29,822 ------- ------- --------- --------- Net Increase (Decrease) in Share Transactions 925 (48) 17,522 49,674 ======== ======= ========= =========
The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 38
[LOGO OMITTED] RIVERPARK STATEMENTS OF CHANGES IN NET ASSETS (000) FUNDS -------------------------------------------------------------------------------------------------------- RIVERPARK FOCUSED VALUE FUND ------------------- PERIOD ENDED SEPTEMBER 30, 2015* ------------------- Operations: Net Investment Income $ 148 Net Realized Loss from Investments (33) Net Change in Unrealized Depreciation on Investments (5,105) ---------- Net Decrease in Net Assets Resulting from Operations (4,990) ---------- Distributions to Shareholders From: Net Investment Income: Institutional Class Shares -- Retail Class Shares -- Net Realized Gains: Institutional Class Shares -- Retail Class Shares -- ---------- Total Distributions to Shareholders -- ---------- Capital Share Transactions: Institutional Class Shares: Shares Issued 48,467 Shares Redeemed (344) ---------- Net Increase in Net Assets from Institutional Class Shares Transactions 48,123 ---------- Retail Class Shares: Shares Issued 661 Shares Redeemed (231) ---------- Net Increase in Net Assets from Retail Class Shares Transactions 430 ---------- Net Increase in Net Assets from Capital Share Transactions 48,553 ---------- Net Increase in Net Assets 43,563 Net Assets: Beginning of Period -- ---------- End of Period $ 43,563 ========== Accumulated Undistributed Net Investment Income $ 149 ========== Shares Issued and Redeemed: Institutional Class Shares: Shares Issued 5,079 Shares Redeemed (35) ---------- Net Increase in Institutional Class Shares 5,044 ---------- Retail Class Shares: Shares Issued 66 Shares Redeemed (23) ---------- Net Increase in Retail Class Shares 43 ---------- Net Increase in Share Transactions 5,087 ========== * Fund commenced operations on March 31, 2015. Amounts designated as "--" are either not applicable, $0 or have been rounded to $0. The accompanying notes are an integral part of the financial statements. --------------------------------------------------------------------------------
39 FINANCIAL HIGHLIGHTS FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD FOR THE YEAR OR PERIOD ENDED SEPTEMBER 30, --------------------------------------------------------------------------------
DISTRIBUTIONS OF NET ASSET NET REALIZED AND DIVIDENDS VALUE, INVESTMENT UNREALIZED TOTAL FROM FROM NET DISTRIBUTIONS DISTRIBUTIONS BEGINNING OF INCOME GAINS (LOSSES) INVESTMENT INVESTMENT FROM NET FROM RETURN PERIOD (LOSS)(1) ON INVESTMENTS OPERATIONS INCOME REALIZED GAINS OF CAPITAL ------------------------------------------------------------------------------------------------------------------------------------ RiverPark Large Growth Fund Institutional Class Shares 2015 $ 18.34 $ 0.09 $ (0.99) $ (0.90) $ -- $ (0.51) $ -- 2014 16.28 0.02 2.21 2.23 (0.04) (0.13) -- 2013 13.27 0.05 3.04 3.09 (0.02) (0.06) -- 2012 10.09 0.01 3.17 3.18 -- -- -- 2011 10.00 (0.01) 0.16(2) 0.15 -- -- (0.06) Retail Class Shares 2015 $ 18.21 $ 0.05 $ (0.98) $ (0.93) $ -- $ (0.51) $ -- 2014 16.18 (0.03) 2.19 2.16 --(3) (0.13) -- 2013 13.21 0.01 3.03 3.04 (0.01) (0.06) -- 2012 10.07 (0.03) 3.17 3.14 -- -- -- 2011 10.00 (0.04) 0.16(2) 0.12 -- -- (0.05) RiverPark/Wedgewood Fund Institutional Class Shares 2015 $ 18.37 $ 0.06 $ (0.67) $ (0.61) $ (0.01) $ (0.82) $ -- 2014 16.21 0.01 2.41 2.42 -- (0.26) -- 2013 13.88 (0.01) 2.38 2.37 -- (0.04) -- 2012 10.32 (0.05) 3.61 3.56 -- -- -- 2011 10.00 (0.06) 0.40(2) 0.34 --(3) -- (0.02) Retail Class Shares 2015 $ 18.21 $ --(3) $ (0.66) $ (0.66) $ -- $ (0.82) $ -- 2014 16.09 (0.03) 2.41 2.38 -- (0.26) -- 2013 13.82 (0.05) 2.36 2.31 -- (0.04) -- 2012 10.30 (0.08) 3.60 3.52 -- -- -- 2011 10.00 (0.09) 0.40(2) 0.31 -- -- (0.01) RiverPark Short Term High Yield Fund Institutional Class Shares 2015 $ 9.94 $ 0.33 $ (0.16) $ 0.17 $ (0.33) $ -- $ -- 2014 9.98 0.38 (0.04) 0.34 (0.38) -- -- 2013 10.01 0.39 (0.07) 0.32 (0.35) -- -- 2012 9.88 0.44 0.08 0.52 (0.39) -- -- 2011 10.00 0.47 (0.15) 0.32 (0.44) -- -- Retail Class Shares 2015 $ 9.92 $ 0.30 $ (0.16) $ 0.14 $ (0.31) $ -- $ -- 2014 9.97 0.36 (0.05) 0.31 (0.36) -- -- 2013 9.99 0.37 (0.06) 0.31 (0.33) -- -- 2012 9.88 0.42 0.06 0.48 (0.37) -- -- 2011 10.00 0.43 (0.13) 0.30 (0.42) -- --
The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 40
[RIVERPARK FUNDS LOGO] ------------------------------------------------------------------------------------------------------------------------------------ RATIO OF TOTAL EXPENSES TO AVERAGE NET ASSETS, RATIO OF NET NET ASSET RATIO OF NET EXCLUDING INVESTMENT TOTAL VALUE, END NET ASSETS, END OF EXPENSES TO ADVISOR WAIVER INCOME (LOSS) TO PORTFOLIO DISTRIBUTIONS OF PERIOD TOTAL RETURN++ PERIOD (000) AVERAGE NET ASSETS RECAPTURE AVERAGE NET ASSETS TURNOVER RATE ------------------------------------------------------------------------------------------------------------------------------------ $ (0.51) $ 16.93 (5.03)% $ 34,963 1.00%(4) 0.95% 0.47% 30% (0.17) 18.34 13.75+ 13,954 1.00(4) 0.98 0.13 33 (0.08) 16.28 23.46+ 6,299 1.00 1.06 0.32 45 -- 13.27 31.52+ 3,804 1.00 2.78 0.08 24 (0.06) 10.09 1.44+ 2,667 1.00 9.08 (0.10) 73 $ (0.51) $ 16.77 (5.23)% $ 44,634 1.25%(4) 1.23% 0.29% 30% (0.13) 18.21 13.44+ 53,293 1.25 1.26 (0.14) 33 (0.07) 16.18 23.15+ 26,221 1.25 1.31 0.06 45 -- 13.21 31.18+ 15,383 1.25 1.74 (0.20) 24 (0.05) 10.07 1.19+ 231 1.25 9.76 (0.32) 73 $ (0.83) $ 16.93 (3.52)% $ 1,975,999 0.85% 0.85% 0.34% 24% (0.26) 18.37 15.04 1,700,475 0.88 0.88 0.06 24 (0.04) 16.21 17.15 834,476 0.92(4) 0.89 (0.06) 20 -- 13.88 34.50+ 279,016 1.00 1.03 (0.40) 24 (0.02) 10.32 3.37+ 33,004 1.00 2.83 (0.59) 48 $ (0.82) $ 16.73 (3.83)% $ 111,872 1.16% 1.16% (0.02)% 24% (0.26) 18.21 14.91 209,457 1.05 1.05 (0.17) 24 (0.04) 16.09 16.79 346,211 1.17(4) 1.14 (0.32) 20 -- 13.82 34.17+ 173,582 1.25 1.27 (0.64) 24 (0.01) 10.30 3.12+ 241 1.25 3.71 (0.78) 48 $ (0.33) $ 9.78 1.72% $ 666,036 0.87% 0.87% 3.31% 90% (0.38) 9.94 3.48 680,443 0.90 0.90 3.81 195 (0.35) 9.98 3.39 587,334 0.99(4) 0.94 3.88 390 (0.39) 10.01 5.32+ 100,224 1.00 1.12 4.42 611 (0.44) 9.88 3.27+ 18,883 1.00 2.12 4.69 454 $ (0.31) $ 9.75 1.47% $ 204,234 1.18% 1.18% 3.00% 90% (0.36) 9.92 3.02 225,058 1.18 1.18 3.62 195 (0.33) 9.97 3.14 285,742 1.25(4) 1.21 3.75 390 (0.37) 9.99 4.88+ 97,701 1.25 1.32 4.23 611 (0.42) 9.88 3.06+ 6,083 1.25 2.18 4.28 454
+ Total return would have been lower had certain fees not been waived and/or expenses assumed by Adviser during the period. ++ Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or upon the redemption of Fund shares. (1) Per share data was calculated using average shares for the period. (2) Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the period. (3) Amount represents less than $0.01 per share. (4) Ratio includes previously waived investment advisory fees recovered. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 41 FINANCIAL HIGHLIGHTS FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD FOR THE YEAR OR PERIOD ENDED SEPTEMBER 30, --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ DISTRIBUTIONS NET REALIZED AND OF NET ASSET VALUE, INVESTMENT UNREALIZED GAINS TOTAL FROM DIVIDENDS FROM DISTRIBUTIONS BEGINNING OF INCOME (LOSSES) ON INVESTMENT NET INVESTMENT FROM NET TOTAL PERIOD (LOSS)(4) INVESTMENTS OPERATIONS INCOME REALIZED GAINS DISTRIBUTIONS ------------------------------------------------------------------------------------------------------------------------------------ RiverPark Long/Short Opportunity Fund Institutional Class Shares 2015 $ 10.51 $ (0.15) $ (0.27) $ (0.42) $ -- $ -- $ -- 2014 10.10 (0.21) 0.62 0.41 -- -- -- 2013 10.14 (0.22) 0.27 0.05 -- (0.09) (0.09) 2012(1) 10.00 (0.13) 0.27 0.14 -- -- -- Retail Class Shares 2015 $ 10.46 $ (0.16) $ (0.27) $ (0.43) $ -- $ -- $ -- 2014 10.08 (0.22) 0.60 0.38 -- -- -- 2013 10.13 (0.23) 0.27 0.04 -- (0.09) (0.09) 2012(1) 10.04 (0.13) 0.22 0.09 -- -- -- RiverPark Structural Alpha Fund Institutional Class Shares 2015 $ 10.50 $ (0.19) $ 0.23 $ 0.04 $ -- $ (0.41) $ (0.41) 2014 10.12 (0.18) 0.73 0.55 -- (0.17) (0.17) 2013(2) 10.00 (0.05) 0.17 0.12 -- -- -- Retail Class Shares 2015 $ 10.47 $ (0.21) $ 0.22 $ 0.01 $ -- $ (0.41) $ (0.41) 2014 10.12 (0.20) 0.72 0.52 -- (0.17) (0.17) 2013(2) 10.00 (0.05) 0.17 0.12 -- -- -- RiverPark Strategic Income Fund Institutional Class Shares 2015 $ 10.26 $ 0.56 $ (0.72) $ (0.16) $ (0.60) $ (0.01) $ (0.61) 2014 10.00 0.59 0.12(11) 0.71 (0.45) --(10) (0.45) Retail Class Shares 2015 $10.26 $ 0.53 $ (0.72) $ (0.19) $ (0.58) $ (0.01) $ (0.59) 2014 10.00 0.55 0.14(11) 0.69 (0.43) --(10) (0.43) RiverPark Focused Value Fund Institutional Class Shares 2015(3) $ 10.00 $ 0.07 $ (1.51) $ (1.44) $ -- $ -- $ -- Retail Class Shares 2015(3) $ 10.00 $ 0.05 $ (1.49) $ (1.44) $ -- $ -- $ --
+ Total return would have been lower had certain fees not been waived and/or expenses assumed by Adviser during the period. ++ Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or upon the redemption of Fund shares. (1) Institutional Class shares commenced operations on March 30, 2012 and Retail Class Shares commenced operations on April 3, 2012. All ratios for the period have been annualized, except for the Total Return and Portfolio Turnover Rate. (2) Commenced operations on June 28, 2013. All ratios for the period have been annualized, except for the Total Return and Portfolio Turnover Rate. (3) Commenced operations on March 31, 2015. All ratios for the period have been annualized, except for the Total Return and Portfolio Turnover Rate. (4) Per share data was calculated using average shares for the period. (5) Dividend expense and stock loan fee totaled 1.64% of average net assets for the year ended September 30, 2012. Had these expenses not been included the ratios would have been 1.85% and 2.00%, respectively. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 42 [LOGO OMITTED] RIVERPARK FUNDFS --------------------------------------------------------------------------------
RATIO OF TOTAL EXPENSES TO AVERAGE RATIO OF NET NET ASSETS, INCLUDING EXPENSES TO AVERAGE DIVIDEND EXPENSE AND RATIO OF NET NET ASSETS, INCLUDING STOCK LOAN FEES INVESTMENT INCOME NET ASSET VALUE, NET ASSETS, DIVIDEND EXPENSE AND EXCLUDING ADVISOR (LOSS) TO AVERAGE PORTFOLIO END OF PERIOD TOTAL RETURN++ END OF PERIOD(000) STOCK LOAN FEES WAIVER RECAPTURE NET ASSETS TURNOVER RATE ------------------------------------------------------------------------------------------------------------------------------------ $ 10.09 (4.00)% $ 97,196 3.01%(8)(9) 3.00% (1.41)% 35% 10.51 4.06 107,276 3.22(7)(9) 3.16 (1.99) 59 10.10 0.55+ 26,686 3.46(6) 3.60 (2.22) 56 10.14 1.40+ 19,994 3.49(5) 4.12 (2.61) 20 $ 10.03 (4.11)% $ 13,246 3.16%(8) 3.19% (1.55)% 35% 10.46 3.77 16,194 3.37(7)(9) 3.29 (2.03) 59 10.08 0.45+ 72,410 3.61(6) 3.71 (2.32) 56 10.13 0.90+ 4,302 3.68(5) 4.18 (2.78) 20 $ 10.13 0.46%+ $ 14,646 1.75% 1.90% (1.82)% 0%(12) 10.50 5.46+ 8,003 1.75 2.22 (1.72) 0(12) 10.12 1.20+ 8,118 1.75 2.99 (1.73) 0 $ 10.07 0.17%+ $ 3,226 2.00% 2.24% (2.07)% 0%(12) 10.47 5.16+ 826 2.00 2.56 (1.97) 0(12) 10.12 1.20+ 885 2.00 3.32 (1.98) 0 $ 9.49 (1.63)% $ 247,726 0.90% 0.90% 5.57% 54% 10.26 7.16 205,825 0.91 0.91 5.67 61 $ 9.48 (1.98)% $ 391,558 1.19% 1.19% 5.29% 54% 10.26 6.93 306,131 1.24 1.24 5.29 61 $ 8.56 (14.40)%+ $ 43,200 1.00% 1.25% 1.35% 14% $ 8.56 (14.40)%+ $ 363 1.25% 1.60% 1.01% 14%
(6) Dividend expense and stock loan fee totaled 1.61% of average net assets for the year ended September 30, 2013. Had these expenses not been included the ratios would have been 1.85% and 2.00%, respectively. (7) Dividend expense and stock loan fee totaled 1.37% of average net assets for the year ended September 30, 2014. Had these expenses not been included the ratios would have been 1.85% and 2.00%, respectively. (8) Dividend expense and stock loan fee totaled 1.16% of average net assets for the year ended September 30, 2015. Had these expenses not been included the ratios would have been 1.85% and 2.00%, respectively. (9) Ratios include previously waived investment advisory fees recovered. (10) Amount represents less than $0.01 per share. (11) Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the period. (12) Note that the ratio is zero due to not having any long-term securities. The accompanying notes are an integral part of the financial statements. -------------------------------------------------------------------------------- 43 NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2015 -------------------------------------------------------------------------------- 1. Organization RiverPark Funds Trust (the "Trust"), was formed on June 22, 2010 as an open-end registered management investment company under the Investment Act of 1940. As of September 30, 2015, the Trust was comprised of seven funds: the RiverPark Large Growth Fund, RiverPark/Wedgewood Fund, RiverPark Short Term High Yield Fund, RiverPark Long/ Short Opportunity Fund, RiverPark Structural Alpha Fund, RiverPark Strategic Income Fund and the RiverPark Focused Value Fund (each a "Fund" and collectively the "Funds"). The investment objective of the RiverPark Large Growth Fund, RiverPark/Wedgewood Fund and RiverPark Focused Value Fund is to seek long term capital appreciation. The investment objective of the RiverPark Short Term High Yield Fund and RiverPark Strategic Income Fund is to seek high current income and capital appreciation consistent with the preservation of capital. The investment objective of the RiverPark Long/Short Opportunity Fund is to seek long-term capital appreciation while managing downside volatility. The investment objective of the RiverPark Structural Alpha Fund is to seek long-term capital appreciation while exposing investors to less risk than broad stock market indices. Each of the Funds is diversified with the exception of the RiverPark/Wedgewood Fund and RiverPark Focused Value Fund which are both non-diversified. Each Fund is registered to offer Institutional Class Shares and Retail Class Shares. Each of the Funds, except the RiverPark Short Term High Yield Fund, has registered Class C Shares but they are not intended to be offered at this time. Each class differs as to ongoing fees. The RiverPark Focused Value Fund's date of inception was March 31, 2015. The RiverPark Short Term High Yield Fund was closed to new investors on June 21, 2013. 2. Summary of Significant Accounting Policies The following is a summary of significant accounting policies followed by the Trust in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. Valuation of Investments -- Securities listed on a national securities exchange or traded on the NASDAQ system are valued on their last sale price. Portfolio securities traded on NASDAQ will be valued at the NASDAQ Official Closing Price on each business day for the New York Stock Exchange ("NYSE"). If there is no such reported sale on an exchange or NASDAQ, the portfolio security will be valued at the mean between the most recent quoted bid and asked price. Price information on listed securities is taken from the exchange where the security is primarily traded. Other equity securities and debt securities for which market quotations are readily available are valued at the mean between their bid and asked price, except that debt securities maturing within 60 days are valued on an amortized cost basis. Debt securities are valued according to the broadest and most representative market, which will ordinarily be over-the-counter. Debt securities may be valued based on prices provided by a pricing service when such prices are believed to reflect the fair value of such securities. Securities for which market quotations are not readily available are valued at fair value as determined in good faith through consideration of other factors in accordance with procedures adopted by, and under the general supervision of, the Board of Trustees ("the Board"). To the extent that a Fund invests in non-U.S. dollar denominated securities, the value of all assets and liabilities not denominated in United States dollars will be translated into United States dollars on the valuation date. Trading in securities on European and Far Eastern securities exchanges and over-the-counter markets is normally completed well before the close of business on each day the NYSE is open for business (a "Business Day"). In addition, European or Far Eastern securities trading generally or in a particular country or countries may not take place on all Business Days in New York. Furthermore, trading takes place in various foreign markets on days which are not Business Days in New York and on which net asset value is not calculated. Such calculation does not take place contemporaneously with the determination of the prices of the majority of the portfolio securities used in such calculation. Events affecting the values of portfolio securities that occur between the time their prices are determined and the close of the NYSE will not be reflected in a Fund's calculation of net assets unless the Trustees deem that the particular event would materially affect net asset value, in which case an adjustment will be made. -------------------------------------------------------------------------------- 44 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- In accordance with the authoritative guidance on fair value measurement and disclosure under GAAP, the Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: o Level 1 -- Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Funds have the ability to access at the measurement date; o Level 2 -- Other significant observable inputs (includes quoted prices for similar securities, interest rates, prepayment speeds, credit risk, referenced indices, quoted prices in inactive markets, adjusted quoted prices in active markets, etc.); and o Level 3 -- Prices, inputs or exotic modeling techniques which are both significant to the fair value measurement and unobservable (supported by little or no market activity). Investments are classified within the level of the lowest significant input considered in determining fair value. Investments classified within Level 3 whose fair value measurement considers several inputs may include Level 1 or Level 2 inputs as components of the overall fair value measurement. For details of the investment classification, refer to the Schedules of Investments, Schedule of Securities Sold Short, Schedules of Open Options Purchased, Schedules of Open Options Written, open Forward Currency Contracts and list of open Swap Contracts. It is the Funds' policy to recognize transfers into and out of Levels at the end of the reporting period. For the year or period ended September 30, 2015, there were no significant changes to the Funds' fair value methodologies. Securities Sold Short -- As consistent with the RiverPark Long/Short Opportunity Fund's investment objectives, the Fund intends to sell securities short so long as, as a result of that sale, the current value of securities sold short by the Fund would not exceed 50% of the value of its gross assets (including the amounts borrowed) and 100% of the value of its net assets. A short sale is the sale by a fund of a security which it does not own in anticipation of purchasing the same security in the future. To complete such a transaction, the Fund must borrow the security to make delivery to the buyer. The Fund is then obligated to replace the security borrowed by purchasing the security at the market price at the time of the replacement. The price at such time may be more or less than the price at which the security was sold by the Fund. Until the security is replaced, the Fund is required to pay the lender amounts equal to any dividends that accrue during the period of the loan. Dividends are shown as an expense for financial reporting purposes. To borrow the security, the Fund also may be required to pay a fee, which is shown as an expense for financial reporting purposes. The proceeds of the short sale are retained by the broker, to the extent necessary to meet margin requirements, until the short position is closed out. A realized gain, limited to the price at which the Fund sold the security short, or a realized loss, unlimited in size, will be recognized upon the close of a short sale. Until the Fund closes its short position or replaces the borrowed security, the Fund will maintain a segregated account with its custodian containing marginable securities. The Fund may be required to add to the segregated account as the market price of a shorted security increases. As a result of maintaining and adding to its segregated account, the Fund may maintain higher levels of marginable assets (for example, long equity positions) for collateral needs thus reducing its overall managed assets available for trading purposes. -------------------------------------------------------------------------------- 45 NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2015 -------------------------------------------------------------------------------- 2. Summary of Significant Accounting Policies (continued) Written/Purchased Options -- Each of the Funds may purchase call and put options on securities to seek capital growth or for hedging purposes. Each Fund may also write and sell covered call and put options and purchase and write options on stock indices (such as the S&P 500 Index) listed on domestic or foreign securities exchanges or traded in the over-the-counter market for hedging purposes. Additionally, RiverPark Long/Short Opportunity Fund, RiverPark Structural Alpha Fund and RiverPark Strategic Income Fund may sell uncovered call and put options on securities and stock indices. The RiverPark Long/Short Opportunity Fund, RiverPark Structural Alpha Fund and RiverPark Strategic Income Fund may invest up to 50% of the value of their assets, represented by premiums paid, to purchase call and put options on securities and securities indices. The Funds may write covered call and put options on securities and securities indices, so long as the aggregate nominal value does not exceed 200% of the value of its assets. The RiverPark Structural Alpha Fund may purchase or sell options or option spreads, so long as the aggregate net notional value does not exceed 125%, and the gross notional value does not exceed 250% of the value of its assets. An option on a security provides the purchaser, or "holder," with the right, but not the obligation, to purchase, in the case of a "call" option, or sell, in the case of a "put" option, the security or securities underlying the option, for a fixed exercise price up to a stated expiration date. The holder pays a nonrefundable purchase price for the option, known as the "premium." The maximum amount of risk the purchaser of the option assumes is equal to the premium plus related transaction costs, although the entire amount may be lost. The risk of the seller, or "writer," however, is potentially unlimited, unless the option is "covered," which is generally accomplished through the writer's ownership of the underlying security, in the case of a call option, or the writer's segregation of an amount of cash or securities equal to the exercise price, in the case of a put option. If the writer's obligation is not covered, it is subject to the risk of the full change in value of the underlying security from the time the option is written until exercise. Purchased and written equity and index options transactions entered into during the year ended September 30, 2015 are summarized as follows:
------------------------------------------------------------------------------------------------------------------------------------ Purchased Options Written Options ------------------------------------------------------------------------------------------------------------------------------------ RiverPark Long/Short Opportunity Fund Number of Contracts Cost Number of Contracts Premiums Received ------------------------------------------------------------------------------------------------------------------------------------ Balance at the beginning of the year ........ 1,210 $1,844,346 1,217 $ 1,476,813 Written ..................................... -- -- 319 78,945 Purchased ................................... 796 121,125 -- -- Expired ..................................... (823) (1,407,270) (269) (847,700) Executed .................................... (336) (138,792) (377) (398,228) Closing buys ................................ -- -- (648) (240,133) Sold ........................................ (61) (158,995) -- -- ------------------------------------------------------------------------------------------------------------------------------------ Balance at the end of the year 786 $ 260,414 242 $ 69,697 ------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ RiverPark Structural Alpha Fund Purchased Options Written Options ------------------------------------------------------------------------------------------------------------------------------------ Number of Contracts Cost Number of Contracts Premiums Received ------------------------------------------------------------------------------------------------------------------------------------ Balance at the beginning of the year ........ 172 $ 658,513 265 $ 512,598 Written ..................................... -- -- 761 1,600,757 Purchased ................................... 306 1,216,872 -- -- Expired ..................................... (119) (122,823) (427) (661,960) Executed. ................................... (266) (679,059) (277) (217,568) Closing buys ................................ -- -- (140) (236,562) Sold ........................................ (3) (7,084) -- -- ------------------------------------------------------------------------------------------------------------------------------------ Balance at the end of the year 90 $1,066,419 182 $ 997,265 ------------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------- 46 [LOGO OMITTED] RIVERPARK FUNDS --------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------ RiverPark Strategic Income Fund Purchased Options Written Options ------------------------------------------------------------------------------------------------------------------------------------ Number of Contracts Cost Number of Contracts Premiums Received ----------------------------------------------------------------------------------------------------------- ------------------------ Balance at the beginning of the year -- $ -- -- $ -- Written -- -- 2,750 428,400 Executed. -- -- (933) (195,193) Closing buys -- -- (567) (78,572) ------------------------------------------------------------------------------------------------------------------------------------ Balance at the end of the year -- $ -- 1,250 $ 154,635 ------------------------------------------------------------------------------------------------------------------------------------
Purchased and written options held as of September 30, 2015 are disclosed separately on the Statements of Assets and Liabilities. The realized and unrealized gain (loss) from purchased and written options are disclosed separately on the Statements of Operations. All purchased and written options have equity risk exposure. Additionally, all purchased and written options held as of September 30, 2015 are exchange-traded and therefore no right of offset exists. Swap Agreements -- The Funds may invest in equity-linked securities, including, but not limited to, participation notes, certificates, and equity swaps. Equity-linked securities are privately issued securities whose investment results are designed to correspond generally to the performance of a specified stock index or "basket" of stocks, or a single stock. To the extent that the Funds invest in equity-linked securities whose return corresponds to the performance of a foreign security index or one or more foreign stocks, investing in equity-linked securities will involve risks similar to the risks of investing in foreign securities and subject to each Fund's restrictions on investments in foreign securities. Equity swaps allow the parties to a swap agreement to exchange the dividend income or other components of return on an equity investment (for example, a group of equity securities or an index) for a component of return on another non-equity or equity investment. An equity swap may be used by a Fund to invest in a market without owning or taking physical custody of securities in circumstances in which direct investment may be restricted for legal reasons or is otherwise deemed impractical or disadvantageous. Equity swaps may also be used for hedging purposes or to seek to increase exposure and total return. A Fund's ability to enter into certain swap transactions may be limited by tax considerations. The counterparty to an equity swap contract will typically be a bank, investment banking firm or broker/dealer. Equity swap contracts may be structured in different ways. For example, a counterparty may agree to pay the Fund the amount, if any, by which the notional amount of the equity swap contract would have increased in value had it been invested in particular stocks (or an index of stocks), plus the dividends that would have been received on those stocks. In these cases, the Fund may agree to pay to the counterparty a floating rate of interest on the notional amount of the equity swap contract plus the amount, if any, by which that notional amount would have decreased in value had it been invested in such stocks. Therefore, the return to the Fund on the equity swap contract should be the gain or loss on the notional amount plus dividends on the stocks less the interest paid by the Fund on the notional amount. In other cases, the counterparty and the Fund may each agree to pay the other the difference between the relative investment performances that would have been achieved if the notional amount of the equity swap contract had been invested in different stocks (or indices of stocks). A Fund will generally enter into equity swaps on a net basis, which means that the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments. Payments may be made at the conclusion of an equity swap contract or monthly during its term. Equity swaps are derivatives and their value can be very volatile. Equity swaps normally do not involve the delivery of securities or other underlying assets. Accordingly, the risk of loss with respect to equity swaps is normally limited to the net amount of payments that a Fund is contractually obligated to make. If the counterparty to an equity swap defaults, a Fund's risk of loss consists of the net amount of payments that such Fund is contractually entitled to receive. Because some swap agreements have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the cost of the underlying asset without the use of leverage. In addition, the value of some components of an equity swap (such as the dividends on a common stock) may also be sensitive to changes in interest rates. To the extent that the Adviser does not accurately analyze and predict the potential relative fluctuation of the components swapped with another party, a Fund may suffer a loss. Because equity -------------------------------------------------------------------------------- 47 NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2015 -------------------------------------------------------------------------------- 2. Summary of Significant Accounting Policies (continued) swaps are normally illiquid, a Fund may be unable to terminate its obligations when desired. When entering into swap contracts, a Fund must "set aside" liquid assets, or engage in other appropriate measures to "cover" its obligation under the swap contract. All swaps held by the RiverPark Long/Short Opportunity Fund during the year ended September 30, 2015 had equity risk exposure. Swaps are marked-to-market daily and are valued at the unrealized appreciation or depreciation on the instrument based upon quotations from market makers and the resulting changes in market values, if any, are recorded as an unrealized gain or loss in the Statements of Operations. Net payments of interest are recorded as realized gains or losses. The total return swaps reset monthly, as such there was $0 unrealized appreciation (depreciation) as of September 30, 2015. The total return swaps that the RiverPark Long/Short Opportunity Fund transacts in are subject to a netting arrangement. During the year ended September 30, 2015, the RiverPark Long/Short Opportunity Fund purchased 315,244 swap contracts and closed 225,193 swap contracts for a realized loss of $(1,120,078) with 277,261 swap contracts outstanding. This turnover is inclusive of monthly swap resets, swap expirations and swap transactions with the counterparty. The open swap contracts are collateralized by $1,000,000 in cash. Futures and Options on Futures on Stock Indices -- The RiverPark Structural Alpha Fund intends to use futures and may use options on futures. The use of futures involves the risk that the futures contract may temporarily not correlate with the underlying index on which it is based. Additionally, futures contracts are leveraged vehicles where limited amounts of capital can expose the Fund to significant exposure to changes in the underlying index. Options on futures involve the risks associated with futures as well as the risks associated with using index options. When options are purchased over-the-counter, the Fund will bear the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Such options may also be illiquid, and in such cases, the Fund may have difficulty closing out its positions. At September 30, 2015, the options contracts were fully collateralized by $8,300,000 in securities pledged and $2,055,315 in cash. Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument. Such unrealized is included as a component of the net assets on the Statement of Assets and Liabilities. Variation margin payments are paid or received, depending upon whether unrealized gains or losses are incurred. As of September 30, 2015, the RiverPark Structural Alpha Fund has open futures contracts and during the year ended, all futures contracts held had equity risk exposure. For the year ended September 30, 2015, the total amount of all open futures contracts, as presented in the Schedule of Investments, are representative of the volume of activity during the period. The realized and unrealized gain (loss) from futures contracts are disclosed separately on the Statements of Operations. Additionally, all futures contracts held are exchange-traded and therefore no right of offset exists. In addition to the $8,300,000 in collateral noted on the Schedule of Investments for the open option contracts, the futures contracts were also collateralized by $1,231,301 in cash. Master Limited Partnerships -- The Funds may invest in master limited partnerships ("MLPs"). MLPs are limited partnerships or limited liability companies, whose partnership units or limited liability interests are listed and traded on a U.S. securities exchange, and are treated as publicly traded partnerships for federal income tax purposes. To qualify to be treated as a partnership for tax purposes, an MLP must receive at least 90% of its income from qualifying sources as set forth in Section 7704(d) of the Internal Revenue Code of 1986, as amended (the "Code"). These qualifying sources include interest, dividend, real property rent, gain from sale or other disposition of real property and income from activities such as the exploration, development, mining, production, processing, refining, transportation, storage and marketing of mineral or natural resources. MLPs generally have two classes of owners, the general partner and limited partners. MLPs that are formed as limited liability companies generally have two analogous classes of owners, the managing member and the members. For purposes of this section, references to general partners also apply to managing members and references to limited partners also apply to members. The general partner is typically owned by a major energy company, an investment fund, the direct management of the MLP or is -------------------------------------------------------------------------------- 48 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- an entity owned by one or more of such parties. The general partner may be structured as a private or publicly traded corporation or other entity. The general partner typically controls the operations and management of the MLP through an equity interest of as much as 2% in the MLP plus, in many cases, ownership of common units and subordinated units. Limited partners own the remainder of the MLP through ownership of common units and have a limited role in the MLP's operations and management. An investment in MLP units involves certain risks which differ from an investment in the securities of a corporation. Holders of MLP units have limited control and voting rights on matters affecting the partnership. In addition, there are certain tax risks associated with an investment in MLP units and conflicts of interest exist between common unit holders and the general partner, including those arising from incentive distribution payments. As a partnership, an MLP has no tax liability at the entity level. If, as a result of a change in current law or a change in an MLP's business, an MLP were treated as a corporation for federal income tax purposes, such MLP would be obligated to pay federal income tax on its income at the corporate tax rate. If an MLP were classified as a corporation for federal income tax purposes, the amount of cash available for distribution by the MLP would be reduced and distributions received by investors would be taxed under federal income tax laws applicable to corporate dividends (as dividend income, return of capital, or capital gain). Therefore, treatment of an MLP as a corporation for federal income tax purposes would result in a reduction in the after-tax return to investors, likely causing a reduction in the value of the Funds' shares. Investment Transactions -- Security transactions are accounted for on the trade date, the date the order to buy or sell is executed. Costs used in determining realized gains and losses on the sales of investment securities are those of the specific securities sold. Discounts or premiums are accreted or amortized to interest income using the effective interest method. Interest income is recognized on the accrual basis from settlement date. Dividend income and expenses and other distributions are recorded on the ex-dividend date, except certain dividends and distributions from foreign securities which are recorded as soon as a Fund is informed after the ex-dividend date. Withholding taxes on foreign dividends have been provided for in accordance with the Funds' understanding of the applicable country's tax rules and rates. The ability of issuers of debt securities held by the Funds to meet their obligations may be affected by economic and political developments in a specific country or region. Defaulted Investments -- Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivable when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured. Organization and Offering Costs -- Offering costs for RiverPark Focused Value Fund, including the cost of printing the initial prospectus and registration fees, are being amortized to expense over a twelve month period. As of September 30, 2015, the RiverPark Focused Value Fund had $32,163 remaining to be amortized. Expenses -- Expenses of the Trust that can be directly attributed to a particular Fund are borne by that Fund. Expenses which cannot be directly attributed to a Fund are apportioned among the Funds of the Trust based on the number of Funds and/or relative net assets. Classes -- Class specific expenses are borne by that class of shares. Income, realized and unrealized gains and losses and non-class specific expenses are allocated to the respective class on the basis of relative daily net assets. Foreign Currency Translation -- The books and records of the Funds are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars on the date of valuation. The Fund's do not isolate that portion of realized or unrealized gains and losses resulting from changes in the foreign exchange rate from fluctuations arising from changes in the market prices of the securities. These gains and losses are included in net realized and unrealized gains and losses on investments on the Statements of Operations. Net realized and unrealized gains and losses on foreign currency transactions represent net foreign exchange gains or losses from foreign currency exchange contracts, disposition of foreign currencies, currency gains or losses realized between trade and settlement dates on securities transactions and the difference between the amount of the investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. -------------------------------------------------------------------------------- 49 NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2015 -------------------------------------------------------------------------------- 2. Summary of Significant Accounting Policies (continued) Forward Foreign Currency Exchange Contracts -- Each Fund may, but is not obligated to, enter into forward foreign currency exchange contracts ("forward contracts") in order to protect against uncertainty in the level of future foreign exchange rates in the purchases and sale of securities. A forward contract generally has no deposit requirement, and no commissions are charged at any stage for trades. Although foreign exchange dealers do not charge a fee for commissions, they do realize a profit based on the difference between the price at which they are buying and selling various currencies. Although forward contracts are intended to minimize currency risk -- the risk of loss due to a decline in the value of the hedged currencies -- at the same time, they tend to limit any potential gain which might result should the value of such currencies increase. As of September 30, 2015, the RiverPark Strategic Income Fund held a forward contract as a currency hedge against a foreign bond. It is the Funds' policy to present the gross unrealized appreciation and gross unrealized depreciation of the forward contracts separately on the Statements of Assets and Liabilities as the Funds do not have a master netting agreement with the counterparty to the forward contracts. In accordance with this policy, unrealized appreciation and depreciation as of September 30, 2015 are presented in unrealized appreciation or unrealized depreciation on forward foreign currency contracts on the Statements of Assets and Liabilities. Realized and unrealized gains (losses) on forward contracts are disclosed separately on the Statements of Operations. For the year ended September 30, 2015, the total amount of open forward foreign currency contracts, as presented in the RiverPark Strategic Income Fund's Schedule of Investments, are representative of the volume of activity for this derivative type during the period. The forward foreign currency contract held by the RiverPark Strategic Income Fund during the year ended September 30, 2015 had currency risk exposure. Dividends and Distributions to Shareholders -- Dividends from net investment income are declared and paid to shareholders annually for the RiverPark Large Growth Fund, RiverPark/Wedgewood Fund, RiverPark Long/Short Opportunity Fund, RiverPark Structural Alpha Fund and RiverPark Focused Value Fund and declared and paid monthly for the RiverPark Short Term High Yield Fund and RiverPark Strategic Income Fund. Dividends and distributions are recorded on the ex-dividend date. Any net realized capital gains will be distributed at least annually by the Funds. Income Taxes -- Each Fund intends to qualify or continue to qualify as a "regulated investment company" under Sub-chapter M of the Internal Revenue Code of 1986, as amended. If so qualified, each Fund will not be subject to federal income tax to the extent it distributes substantially all of its net investment income and net capital gains to its shareholders. The Funds evaluate tax positions taken or expected to be taken in the course of preparing the Funds' tax returns to determine whether it is "more-likely-than not" (i.e., greater than 50-percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. The Funds did not record any tax provision in the current period. However, management's conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities (i.e., the last 3 tax year ends, as applicable), on-going analysis of, and changes to, tax laws, regulations and interpretations thereof. As of and during the year ended September 30, 2015, the Funds did not have a tax liability for any unrecognized tax benefits. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations. During the year, the Funds did not incur any significant interest or penalties. 3. Agreements Investment Advisory Agreement -- RiverPark Advisors, LLC ("RiverPark") serves as the Funds' investment adviser (the "Adviser"). For the services it provides to the Funds, the Adviser receives a fee, which is calculated daily and paid monthly at the following annual rate: 0.65% for the RiverPark Large Growth Fund, the RiverPark/Wedgewood Fund, the RiverPark Short Term High Yield Fund, the RiverPark Strategic Income Fund and the RiverPark Focused Value Fund, 1.50% for the RiverPark Long/Short Opportunity Fund and 1.40% for the RiverPark Structural Alpha Fund. -------------------------------------------------------------------------------- 50 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- The Adviser has contractually agreed to waive its fees and to absorb expenses of each Fund through January 31, 2016 to the extent necessary to ensure that ordinary operating expenses of each class (excluding interest, brokerage commissions, dividends on short sales and interest expense on securities sold short, acquired fund fees and expenses and extraordinary expenses) do not exceed, on an annual basis, 1.00% for the Institutional Class Shares and 1.25% for the Retail Class Shares of the Fund's average net assets for the RiverPark Large Growth Fund, the RiverPark/ Wedgewood Fund, the RiverPark Short Term High Yield Fund, the RiverPark Strategic Income Fund and the RiverPark Focused Value Fund, 1.85% for the Institutional Class Shares and 2.00% for the Retail Class Shares of the Fund's average net assets for the RiverPark Long/ Short Opportunity Fund and 1.75% for the Institutional Class Shares and 2.00% for the Retail Class Shares of the Fund's average net assets for the RiverPark Structural Alpha Fund. The Funds have each agreed to repay the Adviser in the amount of any fees waived and Fund expenses absorbed, subject to the limitations that: (1) the reimbursement is made only for fees and expenses incurred not more than three years prior to the date of reimbursement; and (2) the reimbursement may not be made if it would cause the expense limitation in effect at the time the fees were waived or Fund expenses were absorbed, to be exceeded. This arrangement will remain in effect unless and until the Board approves its modification or termination. The Adviser can recapture any fees it has waived within a three-year period subject to the applicable annual rate of 1.00% for the Institutional Class Shares and 1.25% for the Retail Class Shares for RiverPark Large Growth Fund, RiverPark/ Wedgewood Fund, RiverPark Short Term High Yield Fund, RiverPark Strategic Income Fund and RiverPark Focused Value Fund. The Adviser can recapture any fees it has waived within a three-year period subject to the applicable annual rate of 1.85% for the Institutional Class Shares and 2.00% for the Retail Class Shares for RiverPark Long/Short Opportunity Fund. The Adviser can recapture any fees it has waived within a three-year period subject to the applicable annual rate of 1.75% for the Institutional Class Shares and 2.00% for the Retail Class Shares for RiverPark Structural Alpha Fund. As of September 30, 2015, the Adviser may in the future seek reimbursement of previously waived fees for the Funds as follows:
FUND EXPIRING 2016 EXPIRING 2017 EXPIRING 2018 TOTAL ------------------------------------------------------------------------------------------------------------------- RiverPark Large Growth Fund ............... $ 46,319 $ 5,674 $ 1,843 $ 53,836 RiverPark Long/Short Opportunity Fund ..... 3,261 163 11,320 14,744 RiverPark Structural Alpha Fund ........... 24,657 49,797 21,181 95,635 RiverPark Focused Value Fund .............. -- -- 27,020 27,020
For the year ended September 30, 2015, the Adviser recaptured previously waived fees of $21,753 for the RiverPark Large Growth Fund and $16,067 for the RiverPark Long/Short Opportunity Fund. RiverPark provides day-to-day portfolio management services to the RiverPark Large Growth Fund, RiverPark Long/ Short Opportunity Fund, RiverPark Structural Alpha Fund and RiverPark Focused Value Fund and oversees the day-to-day portfolio management services provided by Wedgewood Partners, Inc. ("Wedgewood"), as sub-adviser to the RiverPark/Wedgewood Fund; and Cohanzick Management, LLC ("Cohanzick"), as sub-adviser to the RiverPark Short Term High Yield Fund and the RiverPark Strategic Income Fund. With regard to the RiverPark Large Growth Fund, RiverPark Long/Short Opportunity Fund, RiverPark Structural Alpha Fund and RiverPark Focused Value Fund, the Adviser has discretion to purchase and sell securities in accordance with these Funds' objectives, policies, and restrictions. This investment discretion has been delegated by the Adviser to Wedgewood and Cohanzick with regard to each respective Fund to which such parties serve as sub-adviser. The Adviser pays the sub-advisers a monthly fee based upon the net assets managed by such sub-adviser from the management fee paid to the Adviser pursuant to the Investment Advisory Agreement. The Funds are not responsible for the payment of the sub-advisory fees. RiverPark (and its affiliated advisers) and Wedgewood may be considered to be affiliates as RiverPark shareholders own approximately 6% of Wedgewood Partners, and Wedgewood owns 2.5% of RiverPark's holding company. For its services as sub-adviser to the RiverPark/Wedgewood Fund, Wedgewood is entitled to a fee to be paid from RiverPark's adviser fee, and such fee is calculated daily and paid monthly at an annual rate of 0.325% of RiverPark/Wedgewood Fund's average net assets in excess of $50,000,000. -------------------------------------------------------------------------------- 51 NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2015 -------------------------------------------------------------------------------- 3. Agreements (continued) Administrator, Custodian and Transfer Agent -- SEI Investments Global Funds Services (the "Administrator") serves as the Funds' administrator pursuant to an Administration Agreement under which the Administrator provides administrative and accounting services. For these services, the Administrator is paid an asset-based fee, which will vary depending on the number of share classes and average daily net assets of the Funds. For the year or period ended September 30, 2015, the Funds were charged $3,385,967 for these services. Brown Brothers Harriman & Co. (the "Custodian") serves as the Funds' custodian pursuant to a Custodian Agreement. DST Systems, Inc. (the Transfer Agent") serves as the Funds' transfer agent pursuant to an Agency Agreement. Distribution Agreement -- SEI Investments Distribution Co., a wholly-owned subsidiary of SEI Investments Company and an affiliate of the Administrator (the "Distributor") serves as the Funds' distributor pursuant to a Distribution Agreement. The Trust has adopted a shareholder services plan under which a shareholder servicing fee may be paid at an annual rate of up to 0.25% of average daily net assets attributable to Retail Class Shares and Institutional Class Shares of the Funds to banks and their affiliates and other institutions, including broker-dealers, as compensation for providing non-distribution related shareholder services. Aggregate compensation for the Institutional Class Shares will not exceed on an annual basis 0.15% of the average daily net assets of such class. As of September 30, 2015, there were no shareholder servicing fees charged to Institutional Class Shares. The Trust has adopted an administrative services plan under which each Fund may pay a non-distribution related administrative services fee at an annual rate of up to 0.20% (currently set at 0.15%) and 0.15% of the average daily net assets of the Retail Class Shares and Institutional Class Shares, respectively, to financial institutions, retirement plans, broker-dealers, depository institutions, institutional shareholders of record, registered investment advisers and other financial intermediaries and various brokerage firms or other industry recognized service providers of fund supermarkets or similar programs who provide administrative, recordkeeping and support servicing to their customers. Other -- Certain officers and Trustees of the Trust are also officers of the Adviser and the Administrator. Such officers are paid no fees by the Trust for serving as officers of the Trust. The services provided by the Chief Compliance Officer ("CCO") and his staff are paid for by the Funds as incurred. The services include regulatory oversight of the Trust's Adviser, sub-advisers and service providers as required by SEC regulations. 4. Investment Transactions The cost of security purchases and proceeds from security sales and maturities, other than short-term investments, short sales, purchases to cover, written and purchased options, and short-term securities for the year or period ended September 30, 2015, were as follows: PROCEEDS FROM SALES FUND PURCHASES (000) AND MATURITIES (000) -------------------------------------------------------------------------------- RiverPark Large Growth Fund ........... $ 34,611 $ 20,640 RiverPark/Wedgewood Fund .............. 911,851 474,374 RiverPark Short Term High Yield Fund .. 1,249,865 259,991 RiverPark Long/Short Opportunity Fund . 40,047 60,368 RiverPark Structural Alpha Fund ....... 882 918 RiverPark Strategic Income Fund ....... 473,863 213,442 RiverPark Focused Value Fund .......... 46,346 2,739 There were no purchases or sales of long-term U.S. Government securities for the year or period ended September 30, 2015. -------------------------------------------------------------------------------- 52 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- 5. Federal Tax Information The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with Federal income tax regulations, which may differ from GAAP. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during the year. The book/tax differences may be temporary or permanent. To the extent these differences are permanent in nature, they are charged or credited to undistributed net investment income (loss), accumulated net realized gain (loss) or paid-in capital as appropriate, in the period that the difference arises. Accordingly the following permanent differences are primarily attributable to basis adjustment on carryover securities, distribution reclassification, net operating losses, gains and losses on paydowns, investments in swaps, currency transactions and REIT adjustments which have been classified to/from the following components of net assets (000):
UNDISTRIBUTED ACCUMULATED NET INVESTMENT REALIZED FUND INCOME (LOSS) GAIN (LOSS) PAID-IN CAPITAL -------------------------------------------------------------------------------------------------- RiverPark Large Growth Fund .............. $ (37) $ 41 $ (4) RiverPark/Wedgewood Fund ................. -- -- -- RiverPark Short Term High Yield Fund ..... 420 (420) -- RiverPark Long/Short Opportunity Fund .... 1,466 340 (1,806) RiverPark Structural Alpha Fund .......... 41 -- (41) RiverPark Strategic Income Fund .......... 2,331 (2,331) -- RiverPark Focused Value Fund ............. 1 (1) --
These reclassifications have no impact on net assets or net asset value per share. The tax character of dividends and distributions declared during the last two years or periods ended September 30, 2015 was as follows (000): ORDINARY LONG-TERM FUND INCOME CAPITAL GAIN TOTAL -------------------------------------------------------------------------------- RiverPark Large Growth Fund 2015 ................................ $ 1,093 $ 769 $ 1,862 2014 ................................ 204 96 300 RiverPark/Wedgewood Fund 2015 ................................ 32,481 55,333 87,814 2014 ................................ 5,539 13,987 19,526 RiverPark Short Term High Yield Fund 2015 ................................ 29,126 -- 29,126 2014 ................................ 33,765 -- 33,765 RiverPark Structural Alpha Fund 2015 ................................ 79 297 376 2014 ................................ 20 138 158 RiverPark Strategic Income Fund 2015 ................................ 36,809 -- 36,809 2014 ................................ 12,621 -- 12,621 There were no distributions declared during the last two years or periods ended September 30 in the RiverPark Long/ Short Opportunity Fund and the RiverPark Focused Value Fund. -------------------------------------------------------------------------------- 53 NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2015 -------------------------------------------------------------------------------- 5. Federal Tax Information (continued) As of September 30, 2015, the components of distributable earnings/(accumulated losses) on a tax basis were as follows (000):
UNDISTRIBUTED UNDISTRIBUTED UNREALIZED ORDINARY LONG-TERM CAPITAL LOSS POST-OCTOBER APPRECIATION INCOME CAPITAL GAIN CARRYFORWARD LOSSES (DEPRECIATION) ----------------------------------------------------------------------- RiverPark Large Growth Fund .............. $ 5 $ 1,335 $ -- $ (447) $ 3,678 RiverPark/Wedgewood Fund ................. 7,376 78,730 -- -- 66,205 RiverPark Short Term High Yield Fund ..... 106 -- (1,080) (6,548) (12,091) RiverPark Long/Short Opportunity Fund .... -- -- (5,434) -- 14,004 RiverPark Structural Alpha Fund .......... -- 398 -- -- (279) RiverPark Strategic Income Fund .......... 18 -- (1,317) (8,613) (42,204) RiverPark Focused Value Fund ............. 115 -- -- -- (5,105)
TOTAL DISTRIBUTABLE OTHER EARNINGS TEMPORARY LATE YEAR (ACCUMULATED DIFFERENCES LOSS DEFERRAL LOSSES) ------------------------------------------- RiverPark Large Growth Fund .............. $ -- $ -- $ 4,571 RiverPark/Wedgewood Fund ................. -- -- 152,311 RiverPark Short Term High Yield Fund ..... -- -- (19,613) RiverPark Long/Short Opportunity Fund .... (1,671) (2,576) 4,323 RiverPark Structural Alpha Fund .......... -- (185) (66) RiverPark Strategic Income Fund .......... 50 -- (52,066) RiverPark Focused Value Fund ............. -- -- (4,990)
Post-October losses represent losses realized on investment transactions from November 1, 2014, through September 30, 2015, that, in accordance with Federal income tax regulations, the RiverPark Large Growth Fund, the RiverPark Short Term High Yield Fund and the RiverPark Strategic Income Fund elect to defer and treat as having arisen in the following fiscal year. Deferred late-year losses represent ordinary losses realized on investment transactions from January 1, 2015 through September 30, 2015 and specified losses realized on investment transactions from November 1, 2014 through September 30, 2015. The RiverPark Long/Short Opportunity Fund and the RiverPark Structural Alpha Fund elect to defer the late-year loss and to treat it as having arisen in the following fiscal year. Under the Regulated Investment Company Modernization Act of 2010, the Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. Capital loss carryforwards under the new provisions are as follows (000):
FUND SHORT TERM LOSS LONG TERM LOSS TOTAL -------------------------------------------------------------------------------- RiverPark Short Term High Yield Fund ... $ 1,080 $-- $ 1,080 RiverPark Long/Short Opportunity Fund .. $ 5,434 $-- $ 5,434 RiverPark Strategic Income Fund ........ $ 1,317 $-- $ 1,317
For federal income tax purposes, the cost of securities owned at September 30, 2015 and the net realized gains or losses on securities sold for the period were different from amounts reported for financial reporting purposes, primarily due to wash sales, investments in partnerships and basis adjustments of the carryover securities which cannot be used for federal income tax purposes in the current year and have been deferred for use in future years. The federal tax cost and aggregate gross unrealized appreciation and depreciation on investments held by the Funds, excluding securities sold short and purchased and written options, at September 30, 2015, were as follows (000):
AGGREGATE AGGREGATE GROSS GROSS NET UNREALIZED FEDERAL TAX UNREALIZED UNREALIZED APPRECIATION FUND COST APPRECIATION DEPRECIATION (DEPRECIATION) ------------------------------------------------------------------------------------------------------------------------------------ RiverPark Large Growth Fund ............... $ 74,693 $ 10,499 $ (6,821) $ 3,678 RiverPark/Wedgewood Fund .................. 2,022,405 290,353 (224,148) 66,205 RiverPark Short Term High Yield Fund ...... 905,408 809 (12,900) (12,091)
-------------------------------------------------------------------------------- 54 [LOGO OMITTED] RIVERPARK FUNDS --------------------------------------------------------------------------------
AGGREGATE AGGREGATE GROSS GROSS NET UNREALIZED FEDERAL TAX UNREALIZED UNREALIZED APPRECIATION FUND COST APPRECIATION DEPRECIATION (DEPRECIATION) ------------------------------------------------------------------------------------------------------------------------------------ RiverPark Long/Short Opportunity Fund ...... 97,372 20,055 (10,130) 9,925 RiverPark Structural Alpha Fund ............ 15,430 1 (280) (279) RiverPark Strategic Income Fund ............ 681,650 413 (42,705) (42,292) RiverPark Focused Value Fund ............... 49,495 10 (5,115) (5,105)
Subsequent to September 30, 2015, the following funds paid distributions:
FUND EX DATE RECORD DATE PAYABLE DATE RATE (PER SHARE) ------------------------------------------------------------------------------------------------------------------------ RiverPark Short Term High Yield Fund Institutional Class Shares October 30, 2015 October 29, 2015 November 2, 2015 0.0299 Retail Class Shares October 30, 2015 October 29, 2015 November 2, 2015 0.0279 RiverPark Strategic Income Fund Institutional Class Shares October 30, 2015 October 29, 2015 November 2, 2015 0.0475 Retail Class Shares October 30, 2015 October 29, 2015 November 2, 2015 0.0455
6. Risks The RiverPark Short Term High Yield Fund and RiverPark Strategic Income Fund invest a significant portion of their assets in fixed income securities. Fixed income securities are subject to credit risk and market risk, including interest rate risk. Credit risk is the risk of the issuer's inability to meet its principal and interest payment obligations. Market risk is the risk of price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity. The prices of securities in general and fixed-income securities in particular tend to be sensitive to interest rate fluctuations. Unexpected fluctuations in interest rates can result in significant changes in the prices of fixed-income securities. The RiverPark Short Term High Yield Fund and RiverPark Strategic Income Fund invest in fixed-income instruments which are or are deemed to be the equivalent in terms of quality to securities rated below investment grade by Moody's Investors Service, Inc. and Standard & Poor's Corporation and accordingly involve greater risk. Such securities are regarded as predominantly speculative with respect to the issuer's capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk to adverse conditions. These securities offer higher returns than bonds with higher ratings as compensation for holding an obligation of an issuer perceived to be less creditworthy. Changes in economic conditions or developments regarding issuers of non-investment grade debt securities are more likely to cause price volatility and weaken the capacity of such issuers to make principal and interest payments than is the case for higher grade debt securities. In addition, the market for lower grade debt securities may be thinner and less active than for higher grade debt securities. The RiverPark Short Term High Yield Fund and RiverPark Strategic Income Fund invest principally in high- yield securities. Such securities are generally not exchange-traded and, as a result, these instruments trade in a smaller secondary market than exchange-traded bonds. In addition, the Funds invest in bonds of issuers that do not have publicly traded equity securities, making it more difficult to hedge the risks associated with such investments. High-yield securities that are below investment grade or unrated face ongoing uncertainties and exposure to adverse business, financial or economic conditions which could lead to the issuer's inability to meet timely interest and principal payments. The RiverPark Short Term High Yield Fund and RiverPark Strategic Income Fund may invest in securities of companies that are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Although such investments may result in significant returns to the Funds, they involve a substantial degree of risk. -------------------------------------------------------------------------------- 55 NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2015 -------------------------------------------------------------------------------- 6. Risks (continued) The RiverPark Long/Short Opportunity Fund is exposed to the risks of using leverage and short sales. The RiverPark Long/Short Opportunity Fund may use leverage. Leverage is the practice of borrowing money to purchase securities. These investment practices involve special risks. Leverage can increase the investment returns of the RiverPark Long/ Short Opportunity Fund if the securities purchased increase in value in an amount exceeding the cost of the borrowing. However, if the securities decrease in value, the RiverPark Long/Short Opportunity Fund will suffer a greater loss than would have resulted without the use of leverage. A short sale is the sale by the RiverPark Long/Short Opportunity Fund of a security which it does not own in anticipation of purchasing the same security in the future at a lower price to close the short position. A short sale will be successful if the price of the shorted security decreases. However, if the underlying security goes up in price during the period in which the short position is outstanding, the RiverPark Long/ Short Opportunity Fund will recognize a loss. The risk on a short sale is unlimited because the RiverPark Long/Short Opportunity Fund must buy the shorted security at the higher price to complete the transaction. Therefore, short sales may be subject to greater risks than investments in long positions. With a long position, the maximum sustainable loss is limited to the amount paid for the security plus the transaction costs, whereas there is no maximum attainable price of the shorted security. The RiverPark Long/Short Opportunity Fund, RiverPark Structural Alpha Fund and RiverPark Strategic Income Fund are able to invest in options which expose investors to the risks inherent in trading options. These risks include, but are not limited to, volatile movements in the price of the underlying instrument and misjudgments as to the future prices of the options and/or the underlying instrument. Increased option volatility can increase both the profit potential and the risk associated with a fund's trading. While volatility can be monitored and reacted to, there is no cost-effective means of hedging against market volatility. Selling options creates additional risks. The seller of a "naked" call option (or the seller of a put option who has a short position in the underlying instrument) is subject to the risk of a rise in the price in the underlying instrument above the strike price, which risk is reduced only by the premium received for selling the option. In exchange for the proceeds received from selling the call option (in lieu of an outright short position), the option seller gives up (or will not participate in) all of the potential gain resulting from a decrease in the price of the underlying instrument below the strike price prior to expiration of the option. The seller of a "naked" put option (or the seller of a call option who has a long position in the underlying instrument) is subject to the risk of a decline in price of the underlying instrument below the strike price, which risk is reduced only by the proceeds received from selling the option. In exchange for the premium received for selling the put option (in lieu of an outright long position), the option seller gives up (or will not participate in) all of the potential gain resulting from an increase in the price of the underlying instrument above the strike price prior to the expiration of the option. Due to the inherent leveraged nature of options, a relatively small adverse move in the price of the underlying instrument may result in immediate and substantial losses to a Fund. The RiverPark Long/Short Opportunity Fund invests in swaps. The use of swaps is a highly specialized activity that involves investment techniques, risk analyses and tax planning different from those associated with ordinary portfolio securities transactions. These transactions can result in sizeable realized and unrealized capital gains and losses relative to the gains and losses from the Fund's direct investments in the reference assets and short sales. Transactions in swaps can involve greater risks than if the RiverPark Long/Short Opportunity Fund had invested directly in the reference asset because, in addition to general market risks, swaps are also subject to illiquidity risk, counterparty risk, credit risk and valuation risk. Because they are two-party contracts and because they may have terms of greater than seven days, swap transactions may be considered to be illiquid. Moreover, the Fund bears the risk of loss of the amount expected to be received under a swap in the event of the default or bankruptcy of the swap counterparty. Some swaps may be complex and valued subjectively. Swaps may also be subject to pricing or "basis" risk, which exists when a particular swap becomes extraordinarily expensive relative to historical prices or the price of corresponding cash market instruments. Under certain market conditions it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity. The prices of swaps can be very volatile, and a variance in the degree of volatility or in the direction of the price of the reference asset from the expectations may produce significant losses in the Fund's investments in swaps. In addition, a perfect correlation between a swap and -------------------------------------------------------------------------------- 56 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- an investment position may be impossible to achieve. As a result, the Fund's use of swaps may not be effective in fulfilling the Fund's investment strategies and may contribute to losses that would not have been incurred otherwise. As a registered investment company, the Fund must "set aside" liquid assets (often referred to as "asset segregation"), or engage in other approved measures to "cover" open positions with respect to certain kinds of derivatives instruments. The Fund reserves the right to modify its asset segregation policies in the future to comply with any changes in the SEC's positions regarding asset segregation. The RiverPark Long/Short Opportunity Fund is exposed to counterparty credit risk through its investment in swap contracts. The RiverPark Long/Short Opportunity Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of default or bankruptcy of the counterparty, or if the counterparty fails to honor its obligations. The RiverPark Long/Short Opportunity Fund has entered into swap agreements with a single counterparty (Goldman Sachs International), focusing its exposure to the counterparty credit risk of that single counterparty. Further, the swap counterparty's obligation to the RiverPark Long/Short Opportunity Fund likely will not be collateralized. The RiverPark Long/Short Opportunity Fund settles swap agreements at least monthly. 7. Other On September 30, 2015, the Funds had the following concentrations of shareholders holding 10% or more of the outstanding shares of the Funds. These represent omnibus shareholder accounts comprised of one or many individual shareholders. Fund RiverPark Large Growth Fund Institutional Class Shares ............................................ 83% Retail Class Shares ................................................... 92% RiverPark/Wedgewood Fund Institutional Class Shares ............................................ 69% Retail Class Shares ................................................... 71% RiverPark Short Term High Yield Fund Institutional Class Shares ............................................ 69% Retail Class Shares ................................................... 87% RiverPark Long/Short Opportunity Fund Institutional Class Shares ............................................ 82% Retail Class Shares ................................................... 74% RiverPark Structural Alpha Fund Institutional Class Shares ............................................ 41% Retail Class Shares ................................................... 96% RiverPark Strategic Income Fund Institutional Class Shares ............................................ 70% Retail Class Shares ................................................... 89% RiverPark Focused Value Fund Institutional Class Shares ............................................ 72% Retail Class Shares ................................................... 97% In the normal course of business, the Trust enters into contracts that contain a variety of representations which provide general indemnifications. The Trust's maximum exposure under these arrangements cannot be known; however, the Trust expects any risk of loss to be remote. 8. Subsequent Events The Funds have evaluated the need for additional disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no adjustments were required to the financial statements. -------------------------------------------------------------------------------- 57 [LOGO OMITTED] RIVERPARK REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FUNDS -------------------------------------------------------------------------------- To the Shareholders and Board of Trustees RiverPark Funds Trust We have audited the accompanying statements of assets and liabilities, including the schedules of investments, schedule of securities sold short, schedules of open options purchased, schedules of open options written, list of open swap agreements, open futures contracts and list of open forward foreign currency contracts of RiverPark Funds Trust (the "Trust"), comprising RiverPark Large Growth Fund, RiverPark/Wedgewood Fund, RiverPark Short Term High Yield Fund, RiverPark Long/Short Opportunity Fund, RiverPark Structural Alpha Fund, RiverPark Strategic Income Fund, and RiverPark Focused Value Fund (the "Funds") as of September 30, 2015, and the related statements of operations for the year or period then ended, the statements of changes in net assets for each of the years or periods then ended, and the financial highlights for each of the years or periods indicated. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2015, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers or counterparties were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the Funds constituting RiverPark Funds Trust as of September 30, 2015, the results of their operations, the changes in their net assets, and the financial highlights for each of the years or periods indicated in conformity with accounting principles generally accepted in the United States of America. COHEN FUND AUDIT SERVICES, LTD. Cleveland, Ohio November 30, 2015 -------------------------------------------------------------------------------- 58 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- TRUSTEES AND OFFICERS OF THE TRUST (Unaudited) Set forth below are the names, addresses, ages, position with the Trust, term of office and length of time served, the principal occupations for the last five years, number of portfolios in the Fund Complex overseen by Trustee, and other directorships outside the Fund Complex of each of the persons currently serving as Trustees and Officers of the Trust. The Trust's Statement of Additional Information ("SAI") includes additional information about the trustees and officers. The SAI may be obtained without charge by calling (888) 564-4517. The following chart lists Trustees and Officers as of September 30, 2015.
PRINCIPAL NAME, ADDRESS, POSITION(S) HELD WITH TERM OF OFFICE AND OCCUPATION(S) DURING NUMBER OF PORTFOLIOS OTHER DIRECTORSHIPS AND AGE THE TRUST LENGTH OF TIME SERVED PAST FIVE YEARS IN FUND COMPLEX** HELD BY TRUSTEE ------------------------------------------------------------------------------------------------------------------------------------ Richard Browne, Independent Trustee Indefinite; since President, Rector 7 None 156 West 56th Street, September 20, 2010 Management 17th Floor, New York, Corporation (since NY 10019 (55) 1986). ------------------------------------------------------------------------------------------------------------------------------------ Michael Cohen, Independent Trustee Indefinite; since Managing Partner, Coda 7 None 156 West 56th Street, September 20, 2010 Capital Partners (since 17th Floor, New York, 1999). NY 10019 (56) ------------------------------------------------------------------------------------------------------------------------------------ Ira Balsam, Independent Trustee Indefinite; since Chief Financial Officer, 7 None 156 West 56th Street, March 1, 2012 Avenue Capital 17th Floor, New York, Management II, L.P. NY 10019 (50) (2/2002-12/31/2011) ------------------------------------------------------------------------------------------------------------------------------------ Morty Schaja*, Interested Trustee, Indefinite; since Chief Executive Officer 7 None 156 West 56th Street, President and Chairman June 22, 2010 and Managing Partner, 17th Floor, New York, of the Board RiverPark Advisors, NY 10019 (61) LLC and RiverPark Capital Management LLC (since 2009); Chief Executive Officer and Managing Partner, RiverPark Capital LLC (since 2006); President and Chief Operating Officer. ------------------------------------------------------------------------------------------------------------------------------------ Mitch Rubin*, Interested Trustee Indefinite; since Chief Investment Officer 7 None 156 West 56th Street, September 20, 2010 and Managing Partner, 17th Floor, New York, RiverPark Advisors, NY 10019 (49) LLC and RiverPark Capital Management LLC (since 2009); Chief Investment Officer and Managing Partner, RiverPark Capital LLC (2006 to 2008 and since 2009). ------------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------- 59 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- TRUSTEES AND OFFICERS OF THE TRUST (Unaudited) (Continued)
PRINCIPAL NAME, ADDRESS, POSITION(S) HELD WITH TERM OF OFFICE AND OCCUPATION(S) DURING NUMBER OF PORTFOLIOS OTHER DIRECTORSHIPS AND AGE THE TRUST LENGTH OF TIME SERVED PAST FIVE YEARS IN FUND COMPLEX** HELD BY TRUSTEE ------------------------------------------------------------------------------------------------------------------------------------ Paul Genova, Secretary Since September 20, Chief Financial Officer, N/A N/A 156 West 56th Street, 2010 RiverPark Advisors, 17th Floor, New York, LLC and RiverPark NY 10019 (39) Capital Management LLC (since 2009); Chief Financial Officer, RiverPark Capital LLC (since 2008); Controller. ------------------------------------------------------------------------------------------------------------------------------------ Matt Kelly, Vice President Since September 20, Chief Marketing Officer N/A N/A 156 West 56th Street, 2010 and Partner, RiverPark 17th Floor, New York, Advisors, LLC and NY 10019 (46) RiverPark Capital Management LLC (since 2010). ------------------------------------------------------------------------------------------------------------------------------------ Rami Abdel-Rahman, Treasurer and Chief Since June 2014 Director, SEI N/A N/A One Freedom Valley Financial Officer Investments, Fund Drive, Oaks, PA 19456 Accounting since June (41) 2014. Fund Accounting Director, BNY Mellon from 2006 to 2014. ------------------------------------------------------------------------------------------------------------------------------------ Brian Ferko, Chief Compliance Since September 20, Managing Director, N/A N/A 480 E. Swedesford Officer 2010 Cipperman Compliance Road, Suite 300 Services; formerly Wayne, Pa 19087 with Aberdeen Asset (44) Management, BHR Fund Advisers, Ardmore Investment Partners and Turner Investment Partners. ------------------------------------------------------------------------------------------------------------------------------------
* Denotes Trustees who are "interested persons" of the Trust or Fund under the 1940 Act. ** The Fund complex includes each series of the Trust -------------------------------------------------------------------------------- 60 [LOGO OMITTED] RIVERPARK DISCLOSURE OF FUND EXPENSES (UNAUDITED) FUNDS -------------------------------------------------------------------------------- All mutual funds have operating expenses. As a shareholder of a mutual fund, your investment is affected by these ongoing costs, which include (among others) costs for portfolio management, administrative services, and shareholder reports like this one. It is important for you to understand the impact of these costs on your investment returns. Operating expenses such as these are deducted from a mutual fund's gross income and directly reduce its final investment return. These expenses are expressed as a percentage of a mutual fund's average net assets; this percentage is known as a mutual fund's expense ratio. The following examples use the expense ratio and are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period. The table on the following page illustrates your Fund's costs in two ways. o Actual Fund Return. This section helps you to estimate the actual expenses after fee waivers that your Fund incurred over the period. The "Expenses Paid During Period" column shows the actual dollar expense incurred by a $1,000 investment in the Fund, and the "Ending Account Value" number is derived from deducting that expense from the Fund's gross investment return. You can use this information, together with the actual amount you invested in the Fund, to estimate the expenses you paid over that period. Simply divide your actual account value by $1,000 to arrive at a ratio (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply that ratio by the number shown for your Fund under "Expenses Paid During Period." o Hypothetical 5% Return. This section helps you compare your Fund's costs with those of other mutual funds. It assumes that the Fund had an annual 5% return before expenses during the year, but that the expense ratio (Column 3) for the period is unchanged. This example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to make this 5% calculation. You can assess your Fund's comparative cost by comparing the hypothetical result for your Fund in the "Expenses Paid During Period" column with those that appear in the same charts in the shareholder reports for other mutual funds. Note: Because the return is set at 5% for comparison purposes -- NOT your Fund's actual return--the account values shown may not apply to your specific investment. -------------------------------------------------------------------------------- 61 DISCLOSURE OF FUND EXPENSES [LOGO OMITTED] RIVERPARK (UNAUDITED) (CONTINUED) FUNDS --------------------------------------------------------------------------------
Beginning Ending Net Expenses Account Account Annualized Paid Value Value Expense During 4/1/15 9/30/15 Ratios Period* ------------------------------------------------------------------------------------------------------------------------------ RiverPark Large Growth Fund -- Institutional Class Shares Actual Fund Return $1,000.00 $ 914.60 1.00% $4.80 Hypothetical 5% Return 1,000.00 1,020.05 1.00 5.06 ------------------------------------------------------------------------------------------------------------------------------ RiverPark Large Growth Fund -- Retail Class Shares Actual Fund Return 1,000.00 913.40 1.25 6.00 Hypothetical 5% Return 1,000.00 1,018.80 1.25 6.33 ------------------------------------------------------------------------------------------------------------------------------ RiverPark/Wedgewood Fund -- Institutional Class Shares Actual Fund Return 1,000.00 910.20 0.85 4.07 Hypothetical 5% Return 1,000.00 1,020.81 0.85 4.31 ------------------------------------------------------------------------------------------------------------------------------ RiverPark/Wedgewood Fund -- Retail Class Shares Actual Fund Return 1,000.00 908.70 1.16 5.55 Hypothetical 5% Return 1,000.00 1,019.25 1.16 5.87 ------------------------------------------------------------------------------------------------------------------------------ RiverPark Short Term High Yield Fund -- Institutional Class Shares Actual Fund Return 1,000.00 1,002.40 0.87 4.37 Hypothetical 5% Return 1,000.00 1,020.71 0.87 4.41 ------------------------------------------------------------------------------------------------------------------------------ RiverPark Short Term High Yield Fund -- Retail Class Shares Actual Fund Return 1,000.00 1,001.20 1.18 5.92 Hypothetical 5% Return 1,000.00 1,019.15 1.18 5.97 ------------------------------------------------------------------------------------------------------------------------------ RiverPark Long/Short Opportunity Fund -- Institutional Class Shares Actual Fund Return 1,000.00 954.60 3.13+ 15.34 Hypothetical 5% Return 1,000.00 1,009.38 3.13 15.77 ------------------------------------------------------------------------------------------------------------------------------ RiverPark Long/Short Opportunity Fund -- Retail Class Shares Actual Fund Return 1,000.00 954.30 3.28+ 16.12 Hypothetical 5% Return 1,000.00 1,008.62 3.28 16.52 ------------------------------------------------------------------------------------------------------------------------------ RiverPark Structural Alpha Fund -- Institutional Class Shares Actual Fund Return 1,000.00 986.40 1.75 8.71 Hypothetical 5% Return 1,000.00 1,016.29 1.75 8.85 ------------------------------------------------------------------------------------------------------------------------------ RiverPark Structural Alpha Fund -- Retail Class Shares Actual Fund Return 1,000.00 985.30 2.00 9.95 Hypothetical 5% Return 1,000.00 1,015.04 2.00 10.10 ------------------------------------------------------------------------------------------------------------------------------ RiverPark Strategic Income Fund -- Institutional Class Shares Actual Fund Return 1,000.00 973.20 0.90 4.45 Hypothetical 5% Return 1,000.00 1,020.56 0.90 4.56 ------------------------------------------------------------------------------------------------------------------------------ RiverPark Strategic Income Fund -- Retail Class Shares Actual Fund Return 1,000.00 971.00 1.19 5.88 Hypothetical 5% Return 1,000.00 1,019.10 1.19 6.02 ------------------------------------------------------------------------------------------------------------------------------ RiverPark Focused Value Fund -- Institutional Class Shares Actual Fund Return 1,000.00 856.00 1.00 4.65 Hypothetical 5% Return 1,000.00 1,020.05 1.00 5.06 ------------------------------------------------------------------------------------------------------------------------------ RiverPark Focused Value Fund -- Retail Class Shares Actual Fund Return 1,000.00 856.00 1.25 5.82 Hypothetical 5% Return 1,000.00 1,018.80 1.25 6.33 ------------------------------------------------------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period). + The annualized expense ratios include dividend expense and stock loan fees incurred during the six month period ended September 30, 2015. Annualized dividend expense and stock loan fees of average net assets totaled 1.28%. Had these expenses not been included the ratios would have been 1.85% and 2.00%, respectively. -------------------------------------------------------------------------------- 62 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- APPROVAL OF THE INVESTMENT ADVISORY AND INVESTMENT SUB-ADVISORY AGREEMENTS At an in-person meeting (the "Meeting") of the Board of Trustees (the "Trustees" or the "Board") of RiverPark Funds Trust (the "Trust"), held on August 10, 2015, the Board, including the Trustees who are not "interested persons" (the "Independent Trustees") as defined by the Investment Company Act of 1940, as amended (the "1940 Act"), approved the continuance of the Amended and Restated Investment Advisory Agreement (the "Advisory Agreement") between RiverPark Advisors, LLC (the "Adviser") and the Trust, on behalf of the RiverPark Large Growth Fund (the "Large Growth Fund"), RiverPark/Wedgewood Fund (the "Wedgewood Fund"), RiverPark Short Term High Yield Fund (the "High Yield Fund"), RiverPark Long/Short Opportunity Fund (the "Long/Short Fund"), RiverPark Structural Alpha Fund (the "Structural Alpha Fund) and RiverPark Strategic Income Fund (the "Strategic Income Fund and together with the Large Growth Fund, the Wedgewood Fund, the High Yield Fund, the Long/ Short Fund, and the Structural Alpha Fund, the "Funds"). In addition, the Board and the Independent Trustees approved the continuance of the sub-advisory agreements among: (i) the Adviser, the Trust, and Cohanzick Capital Management, LLC, on behalf of the RiverPark Short Term High Yield Fund and the RiverPark Strategic Income Fund; and (ii) the Adviser, the Trust and Wedgewood Partners, Inc., on behalf of the RiverPark/Wedgewood Fund; (each a "Sub-Advisory Agreement" and collectively, the "Sub-Advisory Agreements"). In considering the renewal of the Advisory Agreement and Sub-Advisory Agreements, the Trustees received materials specifically relating to the Adviser and each Sub-Adviser. The Trustees relied upon the advice of independent legal counsel and their own business judgment in determining the material factors to be considered in evaluating the Advisory Agreement and Sub-Advisory Agreements, and the weight to be given to each such factor. The conclusions reached by the Trustees were based on a comprehensive evaluation of all of the information provided and were not the result of any one factor. Moreover, each Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the Advisory Agreement and Sub-Advisory Agreements. RiverPark Large Growth Fund, RiverPark Long/Short Opportunity Fund & RiverPark Structural Alpha Fund -- Adviser: RiverPark Advisors, LLC ("RiverPark") Nature, Extent and Quality of Service. The Trustees noted that the Adviser provides portfolio management services, trading, accounting, compliance and marketing services to each of the Funds within the Trust. They further noted that the Adviser directly advises the Large Growth Fund, Long/Short Fund, and the Structural Alpha Fund and oversees the management of the Wedgewood Fund, the Strategic Income Fund, and the High Yield Fund. The Board reviewed the background information on the key investment personnel responsible for servicing the Large Growth Fund, the Long/ Short Fund and the Structural Alpha Fund. The Board recognized that the Adviser's team has largely worked together for 15-20 years and has extensive experience and expertise in managing mutual funds and managing the operations of mutual funds. The Board stated that it was satisfied with their experience in managing each of the Funds and implementing the Adviser's principal investment strategies. The Board discussed the Adviser's investment processes for each of the Funds it directly advises and reviewed the oversight and other investment management services provided to the Funds that use sub-advisers. The Trustees next reviewed the risks associated with the investment strategies followed by the Adviser and the sub-advisers when investing the assets for each of the Funds and the steps being taken by the Adviser to mitigate these risks. The Board recognized and was comfortable with the Adviser's approach to mitigating investment risk by thoroughly researching investments and diversifying each portfolio over many holdings, with specific position limits in place for each Fund. The Board next discussed the Adviser's relationship with the two sub-advisers and was comfortable with the various steps taken when supervising each sub-advisory relationship. These steps include obtaining an annual (or more frequent) certification from the sub-adviser regarding material compliance matters, description of the sub-adviser's written annual compliance review, material changes in each sub-adviser's investment management process, material changes to how brokers are selected and average commission rates as well as other additional information. The Board concluded the Adviser would continue to provide a high level quality of service to each Fund for the benefit of each Fund and its shareholders. Performance. The Trustees reviewed the performance of each Fund and discussed the performance relative to its peer group, Morningstar category and index. The Adviser expressed to the Board that the Wedgewood Fund and the High Yield Fund have attracted considerable assets over the past two years and have become very profitable for the Adviser and the sub-advisers. The Board also recognized that the Long/Short Fund and the Strategic Income Fund are also at -------------------------------------------------------------------------------- 63 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- APPROVAL OF THE INVESTMENT ADVISORY AND INVESTMENT SUB-ADVISORY AGREEMENTS (Continued) asset levels where they are profitable and the Large Growth Fund is above the breakeven level of assets. The Adviser expressed to the Board that the Structural Alpha Fund is currently below the breakeven level of assets but continues to invest in the Fund based on the Adviser's long term belief in the Fund and its strategy. The Board agreed that they were comfortable with the Adviser continuing to invest in the Structural Alpha Fund. The Trustees next discussed the contributions of each of the sub-advisers to the overall performance of their respective Funds and noted favorably the Adviser's ability to select and work with such high quality sub-advisers for the benefit of each Fund's shareholders. After further discussion, the Trustees concluded that each Fund's performance was reasonable. Fees and Expenses. The Trustees discussed the advisory fees paid by each Fund. The Trustees agreed that the advisory fee structure was fair and competitive in comparison to other mutual funds as well as other accounts managed by the Adviser. After further discussion the Trustees, concluded that the advisory fees were reasonable with respect to each of the Funds. Economies of Scale. The Trustees considered the economies of scale and noted that the Adviser agreed with the Board that they should consider breakpoints when asset levels for a Fund reach specific levels. After discussion, the Board agreed that based on the current size of each Fund, it does not appear that economies of scale had been reached at this time, however, the matter would be revisited in the future as each Fund increases in size. Profitability. The Trustees reviewed the Adviser's financial statements. The Board recognized that the Adviser was generally profitable for the year ended December 31, 2014. The Board recognized that that each of the Wedgewood Fund and the High Yield Fund both have attracted considerable assets over the last two years and have become profitable funds for the Adviser and their respective sub-advisers. Additionally, the Trustees noted that the Long/Short Fund and Strategic Income Fund are also at asset levels where each Fund is profitable to the Adviser and the Large Growth Fund is above the breakeven levels of assets. The Board recognized that the Structural Alpha Fund was the only Fund in the Trust that is currently below its breakeven level of assets but the Adviser continues to invest in the Fund based on its long term belief in the Fund. The Adviser is currently not profitable in regard to the Structural Alpha Fund. After a brief discussion, the Trustees concluded that the Adviser's profitability was reasonable with respect to each Fund. Conclusion. Having requested and received such information from the Adviser as the Trustees believed to be reasonably necessary to evaluate the terms of the Advisory Agreement, and as assisted by the advice of counsel, the Trustees concluded that the fee structure is reasonable and that renewal of the Advisory Agreement is in the best interests of the shareholders. RiverPark Short Term High Yield Fund & RiverPark Strategic Income Fund -- Sub-Adviser: Cohanzick Management, LLC ("Cohanzick") Nature, Extent and Quality of Service. The Trustees noted that Cohanzick provides high quality day to day investment advisory services to the High Yield Fund and the Strategic Income Fund. The Trustees recognized that Cohanzick's investment approach is bottoms up and credit specific. Cohanzick provides specific services that include but are limited to buy decisions, sell decisions, credit selection, credit review and analysis, and portfolio construction. The Trustees recognized that Cohanzick's advised assets and assets under management are approximately $1.7 billion as of June 30, 2015 and continue to grow. The Board reviewed the background information on the key investment personnel who are responsible for servicing the High Yield Fund and the Strategic Income Fund and was comfortable with their credentials. The Trustees discussed Cohanzick's role and investment approach as a sub-adviser to the High Yield Fund and the Strategic Income Fund. The Board noted that for the High Yield Fund Cohanzick focuses on principal preservation with income for an effective short term holding period of three years or less. For the Strategic Income Fund, Cohanzick seeks high current income and capital appreciation consistent with preservation of capital by investing in investment grade and non-investment grade debt, preferred stock, convertible bonds, bank loans, high yield bonds, and income producing equities. The Board discussed that they were comfortable with the strategies for each of the Funds and concluded that Cohanzick will continue to deliver high quality service to the Funds and the Adviser for the benefit of the shareholders. -------------------------------------------------------------------------------- 64 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- Performance. HIGH YIELD FUND -- The Trustees reviewed the High Yield Fund's performance noting that Cohanzick manages 100% of the Fund's assets, and the Adviser provides significant oversight to the Fund. The Trustees recognized that since inception on September 30, 2010 thru March 31, 2015, the High Yield Fund's net return has been 3.74% for Institutional Shares and 3.44% for Retail Shares. The Trustees discussed the Fund's Morningstar ranking and noted the Fund is a 1-star fund and ranks 96% for the quarter ended March 31, 2015. The Trustees further noted that year to date as of March 31, 2015 the High Yield Fund performed marginally below the BofA Merrill Lynch 1-3 Year U.S. Corporate Index and the Fund's total returns year to date were slightly less than its peer group. The Trustees concluded that Cohanzick should be retained for the benefit of the High Yield Fund and its shareholders. STRATEGIC INCOME FUND -- The Trustees reviewed the Strategic Income Fund's performance noting that Cohanzick manages 100% of the Fund's assets, and the Adviser provides significant oversight to the Fund. The Trustees noted that since its inception on October 1, 2013 thru March 31, 2015, the Strategic Income Fund's net return has been 5.46% on Institutional Shares and 5.23% on Retail Shares. The Trustees recognized that since the Fund's inception at the beginning of October 2013 the Fund has outperformed the Barclays U.S. Aggregate Bond Index and has performed relatively well as compared to its peer group. The Trustees conclude that Cohanzick should be retained for the benefit of the Strategic Income Fund and its shareholders. Fees and Expenses. The Trustees discussed the sub-advisory fees paid by the Adviser to Cohanzick. The Trustees recognized the sub-advisory fees were on the higher side compared to each Fund's peer group but recognized that other sub-advisory fees that were still significantly higher. After discussion, the Trustees concluded that each sub-advisory fee was reasonable with respect to the High Yield Fund and the Strategic Income Fund. Economies of Scale. The Trustees considered whether the sub-adviser had realized economies of scale with respect to the management of each Fund. The Trustees agreed that this was primarily an Adviser level issue and should be considered with respect to the overall Advisor Agreement, taking into consideration the impact of the sub-advisory expense. After discussion, it was the consensus of the Trustees that the lack of breakpoints at this time was acceptable. Profitability. The Trustees reviewed Cohanzick's financial statements. The Board recognized that Cohanzick was generally profitable for the year ended December 31, 2014. The Board noted that the High Yield Fund has attracted considerable assets over the last two years and has become a profitable fund for Cohanzick. The Board also recognized that Cohanzick realized a modest profit in connection with its relationship with the Strategic Income Fund. After a discussion, the Trustees concluded that Cohanzick's profitability was reasonable. Conclusion. Having requested and received such information from Cohanzick as the Trustees believed to be reasonably necessary to evaluate the terms of each Sub-Advisory Agreement, and as assisted by the advice of counsel, the Trustees concluded that the fee structure is reasonable and that renewal of the Sub-Advisory Agreement is in the best interests of the shareholders of the High Yield Fund and the Strategic Income Fund. RiverPark/Wedgewood Fund -- Sub-Adviser: Wedgewood Partners ("Wedgewood") Nature, Extent and Quality of Service. The Trustees noted that Wedgewood offers the Wedgewood Fund advisory services based on Wedgewood's twenty plus year investment philosophy and process that has helped them to outperform the Russell 1000 Growth Index in 16 out of the previous 22 years. The Board reviewed the background information on the key investment personnel who are responsible for servicing the Fund and was comfortable with their credentials. The Board recognized that Wedgewood's investment philosophy is instilled with significant, structural advantages relative to more common active large cap growth managers. The Trustees discussed Wedgewood's investment strategy of a focused portfolio of twenty or so carefully researched and studied, best-in-class growth companies; invested at compelling valuations as well as prudently diversified, as to minimize like or competitive business models that will serve a focused investor well in both favorable and difficult market environments. The Board expressed that they are comfortable with Wedgewood's investment approach and recognized that Wedgwood's philosophy and process yields a distinct and sustainable investment edge by producing a portfolio of high-quality holdings that are routinely overweight relative to performance benchmark weightings. The Board also recognized that Wedgewood has over a twenty year history of conducting in-house, proprietary research that utilizes independent research services, company filings, quarterly -------------------------------------------------------------------------------- 65 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- APPROVAL OF THE INVESTMENT ADVISORY AND INVESTMENT SUB-ADVISORY AGREEMENTS (Concluded) transcripts, trade publications, sell-side research and communication with management. The Board discussed that they were comfortable with the strategies for the Wedgewood Fund and concluded that Wedgewood will continue to deliver high quality service to the Fund and the Adviser for the benefit of the shareholders. Performance. The Trustees considered the investment performance for Wedgewood. The Board recognized that due to Wedgewood's investment philosophy and process it has allowed the Fund to outperform its benchmark, the Russell 1000 Growth Index. The Trustees agreed that the sub-adviser is performing as expected and is contributing to the overall returns of the Wedgewood Fund. The Trustees concluded that the performance of Wedgewood was reasonable. Fees and Expenses. The Trustees discussed Wedgewood's sub-advisory fee. They noted that the fee was in line with other investment advisory contracts Wedgewood has with other clients. The Trustees recognized that the fee is also comparable and similar to other funds with similar investment strategies. After discussion, the Trustees concluded that the sub-advisory fee was reasonable with respect to the Wedgewood Fund. Economies of Scale. The Trustees considered whether it is likely that the sub-adviser had realized economies of scale with respect to the management of the Fund. The Trustees agreed that this was primarily an Adviser level issue and should be considered with respect to the overall Advisory Agreement, taking into consideration the impact of the sub-advisory expense. After discussion, it was the consensus of the Trustees that the lack of breakpoints at this time was acceptable. Profitability. The Trustees reviewed Wedgewood's financial statements. The Board recognized that Wedgewood's sub-advisory fee is incremental and not necessary to maintain Wedgewood's financial viability. After a brief discussion, the Trustees concluded that Wedgewood's profitability was reasonable with respect to the Fund. Conclusion. Having requested and received such information from Wedgewood as the Trustees believed to be reasonably necessary to evaluate the terms of the Sub-Advisory Agreement, and as assisted by the advice of Counsel, the Trustees concluded that the fee structure is reasonable and that renewal of the Sub-Advisory Agreement is in the best interests of the Fund and its shareholders. -------------------------------------------------------------------------------- 66 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- PROXY VOTING RESULTS (Unaudited) Proposal 1: A Special Meeting of the Shareholders of the RiverPark/Gargoyle Hedged Value Fund (the "RiverPark/Gargoyle Fund") was held on June 26, 2015 for the purpose of considering an agreement and plan of reorganization providing for the transfer of all of the assets of the RiverPark/Gargoyle Fund to, and the assumption of all liabilities of the RiverPark/ Gargoyle Fund by the TCW/Gargoyle Hedged Value Fund. The proposal was approved with the following voting results: NO. OF SHARES % OF OUTSTANDING SHARES % OF SHARES VOTED ------------- ----------------------- ----------------- Affirmative 2,862,293.919 54.269% 99.651% Against 6,705.354 0.127% 0.234% Abstain 3,329.701 0.063% 0.115% Total 2,872,328.974 54.459% 100.000% Proposal 2: A Special Meeting of the Shareholders of the RiverPark/Gargoyle Fund was held on June 26, 2015 for the purpose of considering adjournments of the special meeting from time to time to solicit additional proxies if there are insufficient votes at the time of the special meeting to constitute a quorum or to approve proposal 1. The Proposal was approved with the following voting results: NO. OF SHARES % OF OUTSTANDING SHARES % OF SHARES VOTED ------------- ----------------------- ----------------- Affirmative 2,861,943.919 54.262% 99.639% Against 6,952.354 0.132% 0.242% Abstain 3,432.701 0.065% 0.119% Total 2,872,328.974 54.459% 100.000% -------------------------------------------------------------------------------- 67 [LOGO OMITTED] RIVERPARK FUNDS -------------------------------------------------------------------------------- NOTICE TO SHAREHOLDERS (Unaudited) For shareholders that do not have a September 30, 2015 tax year end, this notice is for informational purposes only. For shareholders with a September 30, 2015 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended September 30, 2015, the Funds are designating the following items with regard to distributions paid during the year.
LONG TERM CAPITAL ORDINARY INCOME QUALIFYING GAINS DISTRIBUTIONS DISTRIBUTIONS TOTAL DISTRIBUTIONS DIVIDENDS(1) -------------------- ---------------- -------------------- ------------------------ RiverPark Large Growth Fund 41% 59% 100% 66% RiverPark/Wedgewood Fund 63% 37% 100% 44% RiverPark Short Term High Yield Fund 0% 100% 100% 0% RiverPark Structural Alpha Fund 79% 21% 100% 0% RiverPark Strategic Income Fund 0% 100% 100% 0% QUALIFYING U.S. GOVERNMENT QUALIFIED QUALIFIED SHORT-TERM DIVIDEND INCOME(2) INTEREST(3) INTEREST INCOME(4) CAPITAL GAIN(5) -------------------- ---------------- -------------------- ------------------------ RiverPark Large Growth Fund 67% 0% 0% 100% RiverPark/Wedgewood Fund 43% 0% 0% 100% RiverPark Short Term High Yield Fund 0% 0% 73% 0% RiverPark Structural Alpha Fund 0% 0% 0% 100% RiverPark Strategic Income Fund 0% 0% 70% 100%
(1) Qualifying dividends represent dividends which qualify for the corporate dividends received deduction and is reflected as a percentage of ordinary income distributions (the total of short term capital gain and net investment income distributions). (2) The percentage in this column represents the amount of "Qualifying Dividend Income" as created by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and is reflected as a percentage of ordinary income distributions (the total of short term capital gain and net investment income distributions). It is the intention of each of the aforementioned funds to designate the maximum amount permitted by law. (3) "U.S. Government Interest" represents the amount of interest that was derived from direct U.S. Government obligations and distributed during the fiscal year. This amount is reflected as a percentage of ordinary income. Generally, interest from direct U.S. Government obligations is exempt from state income tax. However, for shareholders who are residents of California, Connecticut and New York, the statutory threshold requirements were not satisfied to permit exemption of these amounts from state income. (4) The percentage in this column represents the amount of "Interest Related Dividends" as created by the American Jobs Creation Act of 2004 and is reflected as a percentage of net investment income distributions that is exempt from U.S. withholding tax when paid to foreign investors. (5) The percentage in this column represents the amount of "Short-Term Capital Gain Dividends" as created by the American Jobs Creation Act of 2004 and is reflected as a percentage of short-term capital gain distributions that is exempt from U.S. withholding tax when paid to foreign investors. -------------------------------------------------------------------------------- 68 (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 Interactive Brokers LLC 209 South LaSalle Street Suite 1000 Chicago, IL 60604 TRANSFER AGENT DST Systems, Inc. 333 West 11th Street, 5th Floor Kansas City, Missouri 64105 ADMINISTRATOR SEI Investments Global Funds Services One Freedom Valley Drive Oaks, Pennsylvania 19456 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Cohen Fund Audit Services, Ltd. 1350 Euclid Ave., Suite 800 Cleveland, Ohio 44115 DISTRIBUTOR SEI Investments Distribution Co. One Freedom Valley Drive Oaks, Pennsylvania 19456 FUND COUNSEL Blank Rome LLP 405 Lexington Avenue New York, New York 10174-0208 This information must be preceded or accompanied by a current prospectus for the Trust. RPF-AR-001-0500 ITEM 2. CODE OF ETHICS. A code of ethics, as defined in Item 2 of Form N-CSR, adopted by the registrant and applicable to the registrant's principal executive officer and principal financial officer, was in effect during the entire period covered by this report. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. The registrant's board of trustees has determined that Michael Cohen, member of the registrant's Audit Committee, is an "audit committee financial expert" and is "independent" as that term is defined in Item 3 of Form N-CSR. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a)-(d) Aggregate fees billed to registrant for the fiscal years ended September 30, 2015 and September 30, 2014 for professional services rendered by registrant's principal accountant were as follows: ------------------------------------------------------ 2015 2014 ------------------------------------------------------ (a) Audit Fees $97,000 $94,000 ------------------------------------------------------ (b) Audit-Related Fees $ - $ - ------------------------------------------------------ (c) Tax Fees $20,000 $20,000 ------------------------------------------------------ (d) All Other Fees $ 9,600 $ 2,100 ------------------------------------------------------ Audit Fees include amounts related to the audit of the registrant's annual financial statements and services normally provided by the principal accountant in connection with statutory and regulatory filings. All Other Fees include amounts billed for products and services other than those disclosed in paragraphs (a) through (c) of this Item. For the fiscal years ended September 30, 2015 and September 30, 2014, All Other Fees relate to the review of the March 31, 2015 and March 31, 2014 Semi-Annual Reports. (e)(1) The registrant's Audit Committee has adopted, and the Board of Trustees has ratified, an Audit and Non-Audit Services Pre-Approval Policy (the "Policy"), which requires the registrant's Audit Committee to pre-approve all audit and non-audit services provided by the principal accountant to the registrant. The Policy also requires the Audit Committee to pre-approve any engagement of the principal accountant to provide non-audit services to the registrant's investment adviser, if the services relate directly to the registrant's operations and financial reporting. (e)(2) No services included in (b)-(d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. (f) Not applicable. (g) The aggregate fees billed by registrant's principal accountant for non-audit services rendered to the registrant, for non-audit services rendered to the registrant's investment adviser, and for non-audit services rendered to entities controlled by the adviser for the last fiscal year was $0. (h) During the past fiscal year, all non-audit services provided by registrant's principal accountant to either registrant's investment adviser or to any entity controlling, controlled by, or under common control with registrant's investment adviser that provides ongoing services to registrant were pre-approved by the audit committee of registrant's board of trustees. Included in the audit committee's pre-approval was the review and consideration as to whether the provision of these non-audit services is compatible with maintaining the principal accountant's independence. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable to open-end management investment companies. ITEM 6. SCHEDULE OF INVESTMENTS. See Item 1. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable to open-end management investment companies. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable to open-end management investment companies. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable to open-end management investment companies. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 11. CONTROLS AND PROCEDURES. (a) The certifying officers, whose certifications are included herewith, have evaluated the registrant's disclosure controls and procedures within 90 days of the filing date of this report. In their opinion, based on their evaluation, the registrant's disclosure controls and procedures are adequately designed, and are operating effectively to ensure, that information required to be disclosed by the registrant in the reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. (b) There were no significant changes in the registrant's internal control over financial reporting that occurred during the registrant's last fiscal half-year that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEMS 12. EXHIBITS. (a)(1) The registrant's code of ethics pursuant to Item 2 of Form N-CSR is attached. (a)(2) A separate certification for the principal executive officer and the principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(a)), are filed herewith. (b) Officer certifications as required by Rule 30a-2(b) under the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(b)) also accompany this filing as an Exhibit. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) RiverPark Funds Trust By (Signature and Title)* /s/ Morty Schaja ------------------------------------- Morty Schaja President Date: December 7, 2015 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ Morty Schaja ------------------------------------- Morty Schaja President Date: December 7, 2015 By (Signature and Title)* /s/ Rami Abdel-Rahman ------------------------------------- Rami Abdel-Rahman Chief Financial Officer and Treasurer Date: December 7, 2015 * Print the name and title of each signing officer under his or her signature.