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TCW Alternative Funds – ‘N-14/A’ on 5/6/15

On:  Wednesday, 5/6/15, at 7:04pm ET   ·   As of:  5/7/15   ·   Private-to-Public:  Document/Exhibit ¶  –  Release Delayed   ·   Accession #:  1193125-15-175058   ·   File #:  333-203058

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/07/15  TCW Alternative Funds             N-14/A¶     5/06/15    5:1.4M                                   Donnelley … Solutions/FA
          → RiverPark/Gargoyle Hedged Value Fund ⇒ Institutional Class (RGHIX) — Retail Class (RGHVX)
          → TCW/Gargoyle Hedged Value Fund ⇒ I Class (TFHIX) — N Class (TFHVX)

Document/Exhibit                   Description                      Pages   Size 

 1: N-14/A      Pre-Effective Amendment to Registration Statement   HTML    971K 
                by an Open-End Investment Company (Business                      
                Combination)                                                     
 5: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML      5K 
 2: EX-14.(A)   Code of Ethics                                      HTML      5K 
 3: EX-14.(B)   Code of Ethics                                      HTML      6K 
 4: EX-17.(C)   Letter re: Departure of Director                    HTML     14K 

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As filed with the Securities and Exchange Commission on May 7, 2015

Registration No. 333-203058

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Check appropriate box or boxes)

Exact Name of Registrant as Specified in Charter:

TCW Alternative Funds

Address of Principal Executive Offices:

865 South Figueroa Street, Suite 1800, Los Angeles, CA 90017

Area Code and Telephone Number: (213) 244-0000

Name and Address of Agent for Service:

Patrick W. Dennis, Esq.

Vice President and Secretary

865 South Figueroa Street, Suite 1800

Los Angeles, CA 90017

With copies to:

David A. Hearth, Esq.

Paul Hastings LLP

55 Second Street

San Francisco, CA 94105

Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement goes effective.

Title of securities being registered: Shares of beneficial interest.

Calculation of Registration Fee under the Securities Act of 1933: No filing fee is required under the Securities Act of 1933 because an indefinite number of shares of beneficial interest of the Registrant (including its series, the TCW/Gargoyle Hedged Value Fund) has previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

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RIVERPARK FUNDS TRUST

RiverPark/Gargoyle Hedged Value Fund

156 West 56th Street, 17th Floor

New York, NY 10019

888-564-4517

[DATE], 2015

Dear Valued Shareholder:

The Board of Trustees of the RiverPark Funds Trust (the “RiverPark Board”) has called a special meeting of shareholders (the “Special Meeting”) of the RiverPark/Gargoyle Hedged Value Fund (the “RiverPark Fund”), a series of the RiverPark Funds Trust (the “RiverPark Trust”). We are pleased to announce that after careful consideration, RiverPark Advisors, LLC (“RiverPark”), the RiverPark Fund’s investment adviser, recommended and the RiverPark Board, on behalf of the RiverPark Fund, approved the reorganization of the RiverPark Fund into the TCW/Gargoyle Hedged Value Fund (the “TCW Fund”), a new series of TCW Alternative Funds (the “TCW Trust”). The TCW Fund is designed to be substantially similar from an investment perspective to the RiverPark Fund. The Special Meeting is scheduled to be held at 10:00 a.m. Eastern Time, on Friday, June 26, 2015, at the offices of SEI Investments Global Funds Services located at One Freedom Valley Drive, Oaks, PA 19456.

The primary purpose of the reorganization transaction (the “Reorganization”) is to move the RiverPark Fund to the TCW family of funds. The Reorganization will shift management oversight responsibility for the RiverPark Fund from RiverPark to TCW Investment Management Company (“TCW”) while retaining the current investment sub-adviser, Gargoyle Investment Advisor, L.L.C. (“Gargoyle”) and the current co-portfolio managers of the RiverPark Fund. In this capacity, the same individuals will continue to make day-to-day investment decisions for the RiverPark Fund. TCW is an experienced provider of investment advisory services to both institutional and retail investors. As of December 31, 2014, TCW and its affiliated companies, which provide a variety of trust, investment management and investment advisory services, had approximately $163.4 billion in assets under management or committed to management. The Reorganization has the potential to expand the RiverPark Fund’s presence in more distribution channels, which could increase its asset base. Investors in the RiverPark Fund may benefit from potential long-term economies of scale and increased distribution capabilities that may result from the consummation of the Reorganization and the inclusion in the larger TCW family of funds. After the Reorganization, shareholders of the TCW Fund will have exchange privileges with certain other TCW funds.

As discussed in more detail in the enclosed proxy statement/prospectus (the “Proxy Statement/ Prospectus”), the RiverPark Board, on behalf of the RiverPark Fund, unanimously approved the Reorganization, subject to approval by the RiverPark Fund’s shareholders. As further explained in the enclosed Proxy Statement/Prospectus, upon satisfaction of the conditions set forth in the Agreement and Plan of Reorganization, your current shares in the RiverPark Fund will be exchanged for shares of the TCW Fund equal in net asset value to the net asset value of your shares of the RiverPark Fund as of the Reorganization closing date.

The Reorganization will be a tax-free exchange for shareholders of the RiverPark Fund. Shareholders may redeem shares of the RiverPark Fund in the ordinary course until the last business day before the closing of the Reorganization. Purchase and redemption requests received after that time will be treated as purchase and redemption requests for shares of the TCW Fund. However, redemption of your RiverPark Fund shares will be treated as a sale for U.S. federal income tax purposes. Shareholders should consult their tax advisors to determine the federal, state and other income tax consequences of the redemption of shares with respect to their particular tax circumstances.

You are being asked to vote to approve the Reorganization. The accompanying Proxy Statement/Prospectus describes the Reorganization and compares the investment objective, investment strategies, investment restrictions and expenses of each of the RiverPark Fund and TCW Fund for evaluation by the RiverPark Fund shareholders. The TCW Fund has an investment objective that is substantially identical to and investment strategies that are substantially similar to those of the RiverPark Fund. You should review the Proxy Statement/Prospectus carefully and retain it for future reference.

After careful consideration, the RiverPark Board unanimously approved the Reorganization and recommends that shareholders vote “FOR” the proposals.

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We urge you to vote your shares:

Voting by telephone or the Internet will reduce the time and costs associated with the proxy solicitation.

Your vote is important regardless of the number of shares you own. In order to avoid the added cost of follow-up solicitations and possible adjournments, please take a few minutes to read the Proxy Statement/Prospectus and cast your vote. It is important that your vote be received no later than [DATE], 2015.

Solicitation may be made by letter, telephone, facsimile, or telegram. In addition to solicitation by mail and by telephone by a proxy solicitation firm retained for this purpose, representatives of the RiverPark Funds and TCW, and certain financial services firms and their representatives, who will receive no extra compensation for their services, may solicit proxies by telephone, telegram, or personally.

We appreciate your participation and prompt response in this matter and thank you for your continued support.

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RIVERPARK FUNDS TRUST

RiverPark/Gargoyle Hedged Value Fund

156 West 56th Street, 17th Floor

New York, NY 10019

888-564-4517

Notice of a Special Meeting of RiverPark/Gargoyle Hedged Value Fund

Scheduled for Friday, June 26, 2015

To the RiverPark/Gargoyle Hedged Value Fund Shareholders:

A Special Meeting of Shareholders (the “Special Meeting”) of the RiverPark/Gargoyle Hedged Value Fund (the “RiverPark Fund”), a series of the RiverPark Funds Trust, a Delaware statutory trust (the “RiverPark Trust”), is scheduled for Friday, June 26, 2015, at 10:00 a.m. Eastern Time, at the offices of SEI Investments Global Funds Services located at One Freedom Valley Drive, Oaks, PA 19456.

The purposes of the Special Meeting of the RiverPark Fund are as follows:

Shareholders of record at the close of business on April 30, 2015, are entitled to notice of, and to vote at, the Special Meeting. Your attention is called to the accompanying Proxy Statement/Prospectus. Regardless of whether you plan to attend the Special Meeting, please complete, sign and promptly return the enclosed proxy card or promptly cast your vote by telephone or via the Internet so that a quorum will be present and a maximum number of shares may be voted. If you are present at the Special Meeting, you may change your vote, if desired, at that time.

[DATE], 2015

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PROXY STATEMENT/PROSPECTUS

DATED MAY 7, 2015, SUBJECT TO COMPLETION

RIVERPARK FUNDS TRUST

RiverPark/Gargoyle Hedged Value Fund

156 West 56th Street, 17th Floor

New York, NY 10019

888-564-4517

A Special Meeting of Shareholders scheduled for Friday, June 26, 2015, at 10:00 a.m. Eastern Time, at the offices of SEI Investments Global Funds Services, located at One Freedom Valley Drive, Oaks, PA 19456.

The Board of Trustees of RiverPark Funds Trust, a Delaware statutory trust (the “RiverPark Trust”), has called a special meeting of shareholders (the “Special Meeting”) of the RiverPark/Gargoyle Hedged Value Fund (the “RiverPark Fund”), for the following purposes:

(collectively, the “Funds” and each, a “Fund”)

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INTRODUCTION

This combined Proxy Statement/Prospectus (“Proxy Statement/Prospectus”) provides you with information about a proposal to consider and vote on the Reorganization, which will constitute approval of the transfer of all of the RiverPark Fund’s assets, the assumption of all of its liabilities, the distribution of the TCW Fund’s shares, and the liquidation of the RiverPark Fund. The Board of Trustees of the RiverPark Trust (the “RiverPark Board”) has authorized, on behalf of the RiverPark Fund, and subject to your approval, the tax free reorganization of the RiverPark Fund into the TCW Fund, a newly-created series of TCW Alternative Funds (the “Reorganization”).

This Proxy Statement/Prospectus provides you with information about a transaction between the RiverPark Fund and the TCW Fund, a newly-created series of TCW Alternative Funds, a Delaware statutory trust (the “TCW Trust”). The RiverPark Fund and the TCW Fund are both open-end investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Reorganization will involve:

As a result of the Reorganization, shareholders of the RiverPark Fund will receive shares of the TCW Fund having an aggregate net asset value (“NAV”) equal to the aggregate NAV of the shares held of the RiverPark Fund as of the close of business on the day of the Reorganization (the “Closing Date”). Until the Closing Date, RiverPark Fund shareholders will continue to be able to redeem their shares at the next determined share price after receipt of a redemption request in proper form by the transfer agent for the RiverPark Trust (See “How to Redeem Shares” in the RiverPark Fund Prospectus (defined below)). Upon the consummation of the Reorganization, RiverPark Fund shareholders will be free to redeem or exchange the shares of the TCW Fund received in the Reorganization at the next determined share price after receipt of a redemption request in proper form by the TCW Fund.

Shareholders of the RiverPark Fund are being asked to vote to approve the Reorganization. If the Reorganization is approved, no further action on the part of shareholders of the RiverPark Fund will be required to effect the Reorganization.

This Proxy Statement/Prospectus, which you should retain for future reference, concisely sets forth important information about the RiverPark Fund that you should know before voting on the Reorganization. Additionally, this Proxy Statement/Prospectus concisely sets forth important information about the TCW Fund that shareholders of the RiverPark Fund should know before investing. A Statement of Additional Information dated [DATE], 2015, related to this Proxy Statement/Prospectus and the Reorganization Statement of Additional Information (the “Reorganization SAI”) has been filed with the Securities and Exchange Commission (the “SEC”) and is incorporated by reference into this Proxy Statement/Prospectus. A copy of the Reorganization SAI is available upon request and without charge by calling 866-858-4338.

The RiverPark Fund and the TCW Fund are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the 1940 Act, and in accordance therewith files reports and other information with the SEC.

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The following documents relating to the RiverPark Fund have been filed with the SEC and are incorporated herein by reference: (i) the Prospectus of the RiverPark Fund dated January 28, 2015 (the “RiverPark Prospectus”); (ii) the Statement of Additional Information of the RiverPark Fund dated January 28, 2015 (the “RiverPark SAI”); and (iii) the annual report of the RiverPark Fund for the fiscal year ended September 30, 2014. Copies of any of these documents and any subsequently released annual or semi-annual reports for the RiverPark Fund may be obtained, without charge, by calling 888-564-4517, or on the Internet at http://www.riverparkfunds.com.

Because the TCW Fund has not yet commenced operations as of the date of this Proxy Statement/Prospectus, no annual or semi-annual report is available for the TCW Fund at this time.

You can copy and review information about the RiverPark Trust and the TCW Trust (including the SAIs) at the SEC’s Public Reference Room in Washington, DC. You may obtain information on the operation of the Public Reference Room by calling the SEC at (202) 551-8090. Proxy materials, reports and other information about the RiverPark Fund and the TCW Fund are available on the EDGAR Database on the SEC’s Internet site at www.sec.gov. You may obtain copies of this information, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, DC 20549.

This Proxy Statement/Prospectus is being mailed on or about [DATE], 2015, to shareholders of record at the close of business on April 30, 2015 (the “Record Date”).

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on Friday, June 26, 2015. The Proxy Statement/Prospectus for the Special Meeting is available at: [http://www.riverparkfunds.com].

Shares of the TCW Fund are not deposits or obligations of, or guaranteed or endorsed by, any financial institution, and are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other governmental agency. You may lose money by investing in the TCW Fund.

No person has been authorized to give any information or to make any representations other than those contained in this Proxy Statement/Prospectus and in the materials expressly incorporated herein by reference and, if given or made, such other information or representations must not be relied upon as having been authorized by the RiverPark Fund or the TCW Fund.

The SEC has not approved or disapproved these securities, or determined that this Proxy Statement/Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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QUESTIONS & ANSWERS

REGARDING THE REORGANIZATION

Here are some answers to questions you may have about the Reorganization. These responses are qualified in their entirety by the remainder of this Proxy Statement/ Prospectus, which you should read carefully because it contains additional information and further details regarding the Reorganization (defined below).

As a condition of the Reorganization, the RiverPark Fund and the TCW Fund will receive an opinion of counsel to the TCW Fund that the Reorganization will qualify as a “reorganization” within the meaning of Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) and, generally, that no gain or loss will be recognized to the RiverPark Fund, its shareholders or the TCW Fund with respect to the Reorganization.

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For a more complete list of the factors considered by the RiverPark Board, please see “Board Consideration of the Reorganization” below.

For additional information see “The Reorganization — Comparison of the Investment Objective and Strategies of the Funds” on page 9.

While many of the Funds’ fundamental investment restrictions are substantially similar, there are differences that the RiverPark Fund shareholders should consider. In particular, the RiverPark Fund may not invest in physical commodities whereas the TCW Fund may make such investments. The RiverPark Fund may not purchase real estate mortgage loans whereas the TCW Fund may make such investments. The RiverPark Fund may only lend assets in connection with its securities lending policy whereas the TCW Fund may make loans as permitted by applicable law. The RiverPark Fund does not have a fundamental investment restriction with respect to the purchase of securities on margin whereas the TCW Fund may purchase securities on margin. The differences in fundamental and non-fundamental investment restrictions between the Funds are not expected to result in any material differences in how the respective Funds are managed. For additional information see page 41.

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For a comparison of each Fund’s principal risks, see “Risk of Investing in the Funds” on page 17.

For more information see, “The Reorganization — Comparison of Purchase and Redemption Procedures and Exchange Rights” on page 13.

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Your vote is very important. We encourage you to participate by returning your proxy as soon as possible, even if you plan to attend the meeting. If enough shareholders fail to cast their votes, the RiverPark Fund may not be able to hold its Special Meeting or the vote on the Reorganization could fail, which would create additional uncertainty about the future of the RiverPark Fund.

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PROPOSAL 1 – APPROVAL OF THE REORGANIZATION

Summary

This summary is qualified in its entirety by reference to the additional information contained elsewhere in this Proxy Statement/Prospectus and the Reorganization Agreement relating to the Reorganization, a form of which is attached to this Proxy Statement/Prospectus as Appendix A. The materials in the exhibits and the Reorganization SAI, dated [DATE], 2015, are incorporated herein by reference into this Proxy Statement/Prospectus. You should read this entire Proxy Statement/Prospectus carefully.

On [DATE], 2015, the RiverPark Board, on behalf of the RiverPark Fund, approved the Reorganization Agreement with respect to the RiverPark Fund. The Reorganization Agreement provides for:

If the Reorganization is approved by a majority of the holders of beneficial interest (hereinafter referred to as the “shareholders”) of the RiverPark Fund, the Reorganization is expected to be effective upon the close of business on [DATE], 2015, or on such other date as the parties may agree (the “Closing”). As a result of the Reorganization, each Retail Class shareholder of the RiverPark Fund will become a shareholder of N Class shares of the TCW Fund and each Institutional Class shareholder of the RiverPark Fund will become a shareholder of I Class shares of the TCW Fund.

Each shareholder of the RiverPark Fund will hold, immediately after the Closing, N Class shares or I Class shares of the TCW Fund, as applicable, having an aggregate value equal to the aggregate value of the Retail Class or Institutional Class shares of the RiverPark Fund, as applicable, held by that shareholder as of the close of business on the business day of the Closing.

The RiverPark Board believes that the Reorganization will provide shareholders of the RiverPark Fund with the ability to invest in a fund with a substantially identical investment objective and substantially similar investment strategies. The investors in the RiverPark Fund may benefit from potential long-term economies of scale and increased distribution capabilities that may result from the consummation of the Reorganization and the RiverPark Fund’s inclusion in the larger TCW family of funds.

The Reorganization will allow the RiverPark Fund’s shareholders to continue to participate in a professionally-managed portfolio which seeks to achieve long-term capital appreciation through investments in equity securities of companies and by selling index call options against its stock portfolio.

It is a condition to the Reorganization that each Fund receive an opinion from counsel to the TCW Fund that the Reorganization will qualify for U.S. federal income tax purposes as a tax-free reorganization under Section 368 of the Code. Accordingly, neither the Funds nor their shareholders will recognize any gain or loss from the Reorganization for U.S. federal income tax purposes. At any time prior to the Reorganization, a shareholder may redeem shares of the RiverPark Fund. Any such redemption will result in the recognition of taxable gain or loss by the shareholder for U.S. federal income tax purposes if the shareholder holds the shares in a taxable account. Immediately prior to the Reorganization, the RiverPark Fund will pay a dividend or dividends which, together with all previous dividends, will have the effect of distributing to its shareholders all of the RiverPark Fund’s investment

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company taxable income for taxable years ending on or prior to the Reorganization (computed without regard to any deduction for dividends paid) and all of its net capital gain, if any, realized in taxable years ending on or prior to the Reorganization (including any gains from sales of holdings prior to the Reorganization), after reduction by any available capital loss carryovers. Such dividends will be included in the taxable income of the RiverPark Fund’s shareholders that hold shares in a taxable account.

As of the date of this Proxy Statement/Prospectus the RiverPark Fund had no capital loss carryovers.

The Reorganization Agreement relating to the Reorganization requires the satisfaction of a number of conditions, including the approval of the Reorganization by the shareholders of the RiverPark Fund, and may be terminated at any time by a determination of either the RiverPark Board or the Board of Trustees of the TCW Trust (the “TCW Board”) that the Reorganization is no longer in the best interests of shareholders.

In connection with the Reorganization, you should note that:

In considering whether to approve the Reorganization, the RiverPark Board compared the material attributes of the RiverPark Fund and the TCW Fund. The RiverPark Board reviewed whether the post-reorganization advisory, distribution and other major service arrangements are consistent with the best interests of shareholders. The RiverPark Board considered the following facts: the interests of shareholders will not be diluted; the investment objectives of the RiverPark Fund and the TCW Fund are substantially identical and the investment strategies are substantially similar; no sales charges will be imposed in connection with the transaction; the transaction will be free from U.S. federal income taxes; and the transfer of assets in exchange for shares will be at relative NAV.

In addition, the RiverPark Board considered: (i) that Gargoyle would be serving as the sub-adviser to the TCW Fund and that, therefore there would be continuity in the portfolio management; (ii) the management fees are the same for the RiverPark Fund and the TCW Fund; (iii) the reputation, financial strength, resources and

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capabilities of the investment adviser for the TCW Fund, as well as the reputation and experience of the TCW Fund’s third-party service providers; and (iv) the differences in the distribution, account maintenance and account servicing fees from those fees currently borne by RiverPark Fund shareholders and observed that the TCW Fund would pay a distribution fee with respect to the N Class shareholders of the TCW Fund.

After reviewing the foregoing factors, the RiverPark Board, in their business judgment, determined that the Reorganization is in the best interests of the RiverPark Fund’s shareholders and that the interests of the RiverPark Fund’s existing shareholders will not be diluted as a result of the Reorganization.

Comparison of the Investment Objectives and Strategies of the Funds

The Funds have substantially identical investment objectives and substantially similar investment strategies. Because the Funds are part of unaffiliated fund families, the Funds use different terminology and descriptions to describe their principal investment strategies and investment processes. Below is a discussion of the investment objective, principal investment strategies and investment processes of the Funds.

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Comparison of Purchase and Redemption Procedures and Exchange Rights

Purchase Procedures

The purchase procedures of the RiverPark Fund and the TCW Fund are substantially similar, in that shares of the Funds may be purchased directly from the Fund, as well as through financial intermediaries.

The RiverPark Fund offers two classes of shares, Retail Class shares and Institutional Class shares. The TCW Fund offers two classes of shares, N Class and I Class shares. Shares of the RiverPark Fund may be purchased by mail, telephone or wire. Shares of the TCW Fund may be purchased by mail, telephone or via an exchange.

The minimum initial investment in the RiverPark Fund’s Retail Class Shares is $1,000. The minimum initial investment for the RiverPark Fund’s Institutional Class Shares is $100,000. The RiverPark Fund reserves the right to vary or waive the minimum in certain situations. There is no minimum investment requirement for subsequent investments if mailed by check. Subsequent purchases by telephone are subject to a minimum of $100. The RiverPark Fund reserves the right to transfer shares, on a tax-free basis, from Institutional Class shares to Retail Class shares, if such shareholder’s account falls below the minimum.

Shares of the RiverPark Fund may also be purchased through certain brokers or other financial intermediaries, which may impose transaction fees and other charges. These fees and charges are not imposed by the RiverPark Fund. Shares of the RiverPark Fund have not been registered for sale outside of the United States. The RiverPark Fund generally does not sell shares to investors residing outside the United States, even if they are United States citizens or lawful permanent residents, except to investors with United States military APO or FPO addresses.

The following table provides the TCW Fund’s minimum initial and subsequent investment requirements for each share class. The minimums may be reduced or waived in some cases. The TCW Fund will waive all minimum initial investment requirements in connection with those shares issued pursuant to the Reorganization.

Regular Purchases

The TCW Trust and its transfer agent reserve the right to reject any order and to waive the minimum investment requirements for investments through certain fund networks or other financial intermediaries and for employees and affiliates of TCW or the TCW Trust. In such cases, the minimums associated with the policies and programs of the fund network or other financial intermediary will apply. (In certain cases, the fund network or other financial intermediary also may waive its minimum investment requirements; TCW occasionally may be involved in the fund network or other financial intermediary’s decision to waive its minimum investment requirements, but does not control that decision.) This means that investors through various financial intermediaries may face different (or even substantially reduced) investment minimums than those affecting your investment. The TCW Fund reserves the right to redeem accounts inadvertently opened with less than the minimum initial investment. The TCW Fund at its sole discretion may impose an annual $25 account servicing fee for below minimum accounts; certain below minimum accounts may not be charged that servicing fee.

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By Payment In Kind

In certain situations, TCW Fund shares may be purchased by tendering payment in kind in the form of securities. Any securities used to buy TCW Fund shares must be readily marketable, their acquisition consistent with the TCW Fund’s objective and otherwise acceptable to TCW. Prior to making such a purchase, you should call TCW to determine if the securities you wish to use to make a purchase are appropriate. The TCW Fund reserves the right to reject the offer of any payment in kind.

By Automatic Investment Plan

Once an account has been opened, you can make additional purchases of shares of the TCW Fund through an automatic investment plan. The automatic investment plan is only available for Class N shares. The automatic investment plan provides a convenient method to have monies deducted directly from your bank account for investment into the TCW Fund. You can make automatic monthly, quarterly or annual purchases of $100 or more into the TCW Fund as designated on your account application. The TCW Fund may alter, modify or terminate the automatic investment plan at any time.

Purchases Through an Investment Broker or Dealer

You may buy and sell shares of the TCW Fund through certain brokers (and their agents) that have made arrangements with the TCW Fund to sell its shares. When you place your order with such a broker or its authorized agent, your order is treated as if you had placed it directly with the transfer agent, and you will pay or receive the next price calculated by the TCW Fund. The broker (or agent) holds your shares in an omnibus account in the broker’s (or agent’s) name, and the broker (or agent) maintains your individual ownership records. The TCW Fund may pay the broker or its agent for maintaining these records as well as providing other shareholder services. The broker (or its agent) may charge you a fee for handling your order. The broker (or agent) is responsible for processing your order correctly and promptly, keeping you advised regarding the status of your individual account, confirming your transactions and ensuring that you receive copies of the TCW Fund’s prospectus.

Current and prospective investors purchasing shares of the TCW Fund through a broker-dealer should be aware that a transaction charge may be imposed by broker-dealers that make the TCW Fund’s shares available, and there will not be such a transaction charge if shares of the TCW Fund are purchased directly from the TCW Fund.

Net Asset Value and Fair Value Pricing

RiverPark Fund

The price of RiverPark Fund’s shares is based on the RiverPark Fund’s net asset value. The net asset value of shares of the RiverPark Fund is calculated by dividing the value of the RiverPark Fund’s net assets by the number of the RiverPark Fund’s outstanding shares. The net asset value takes into account the fees and expenses of the RiverPark Fund, including management, administration and other fees, which are accrued daily. The price at which a purchase or redemption is effected is based on the net asset value next computed after the RiverPark Fund or its agents receive your request in good order. All requests received in good order before 4:00 p.m. Eastern Time or the closing of the New York Stock Exchange (the “NYSE”), whichever occurs earlier (the “cut off time”), will be executed at the net asset value computed on that same day. Requests received after the cut off time (except for requests made in accordance with existing laws on behalf of certain retirement accounts and other omnibus accounts (such as 401(k), 403(b), 457, Keogh, Profit Sharing Plans, Money Purchase Pension Plans, accounts held under trust agreements at a trust institution, accounts held at a brokerage, or “Fund Supermarkets”) will receive the next business day’s net asset value. In computing net asset value, portfolio securities of the RiverPark Fund are valued at their current market values determined on the basis of market quotations. If market quotations are not readily available, securities are valued at fair value as determined in good faith through the consideration of other factors in accordance with procedures established by, and under the general supervision of, the RiverPark Board. The RiverPark Fund will use fair value pricing where: (i) a security is illiquid (restricted securities and repurchase agreements maturing in more than seven days); (ii) the market or exchange for a security is closed on an ordinary trading day and no other market prices are available; (iii) the security is so thinly traded that there have been no transactions in the security over an extended period; or (iv) the validity of a market quotation received is questionable. In addition, fair value pricing will be used if emergency or unusual situations have occurred, such as when trading of a security on an exchange is suspended; or when an event occurs after the close of the exchange on which the security is principally traded that is likely to have changed the value of the security before the net asset value is calculated (applicable to foreign securities). Valuing securities at fair value involves greater reliance on judgment than securities that have readily available market quotations. There can be no assurance that the RiverPark Fund could obtain the fair value assigned to a security if it were to sell the security at approximately the time at which the RiverPark Fund determines its net asset value per share.

In computing the net asset value per share, the RiverPark Fund values foreign securities at the latest closing price on the exchange on which they are traded immediately prior to the closing of the NYSE. The RiverPark Fund is expected to limit its investment in foreign securities to options on depositary receipts which are traded on a U.S. exchange. Some foreign currency exchange rates may also be determined at the latest rate prior to the closing of the NYSE. Foreign securities quoted in foreign currencies are translated into U.S. dollars at the exchange rate of such currencies against the U.S. dollar, as provided by an approved pricing service. Occasionally, events that affect these values and exchange rates may occur between the times at which they are determined and the closing of the NYSE. If these events materially affect the value of portfolio securities, these securities will be valued at their fair value as determined in good faith by the RiverPark Board.

TCW Fund

The NAV per share is the value of the TCW Fund’s assets, less its liabilities, divided by the number of shares of the TCW Fund outstanding. The value of the TCW Fund’s portfolio securities is determined on the basis of the market value of such securities or, if market quotations are not readily available, at fair value under guidelines established by the TCW Board. Short-term investments maturing in less than 60 days are valued at amortized cost which the TCW Board have determined to equal fair value. Securities and other assets for which reliable market quotations are not readily available will be valued at their fair value as determined by the TCW or Gargoyle under the guidelines established by, and under the general supervision and responsibility of, the TCW Board. TCW may determine the fair value for securities that are thinly traded, illiquid, or where TCW believes that the prices provided by a pricing service are not accurate or are not available. Fair value pricing is intended to be used as necessary in order to accurately value the TCW Fund’s portfolio securities and their respective net asset values. The Reorganization SAI further describes the most common techniques used by the TCW Fund to fair value its securities.

The daily NAV may not reflect the closing market price for all futures contracts held by the TCW Fund because the markets for certain futures will close shortly after the time net asset value is calculated. See “Determination of Net Asset Value” in the Reorganization SAI for further information.

Redemption Procedures

The redemption procedures for the RiverPark Fund and the TCW Fund are substantially similar. Shareholders may redeem shares of the Funds on any day that the New York Stock Exchange (the “NYSE”) is open for business. Both of the Funds allow redemptions of shares from the respective Fund by mail or telephone.

Under unusual circumstances, the RiverPark Fund may suspend redemptions or postpone payment for up to seven days or longer, as permitted by applicable law. The RiverPark Fund reserves the right to close your account in the RiverPark Fund if as a result of one or more redemptions the account value has remained below $1,000 for thirty days or more. You will receive sixty days’ written notice to increase the account value before the account is closed. Although in unusual circumstances the RiverPark Fund may pay the redemption amount in-kind through the distribution of portfolio securities, they are obligated to redeem shares solely in cash, up to the lesser of $250,000 or 1% of the RiverPark Fund’s total net assets during any ninety-day period for any one shareholder.

You may redeem shares of the TCW Fund at any time by regular or overnight mail to the TCW transfer agent or selected brokers, dealers and other qualified institutions.

If you own or are purchasing shares of the TCW Fund having a current value of at least $10,000 for Class N and $100,000 for Class I, you may participate in a systematic withdrawal plan. The systematic withdrawal plan provides for automatic redemptions for Class N of at least $100 on a monthly, quarterly, semi-annual or annual basis via Automatic Clearing House (ACH).

You may redeem TCW Fund shares by telephone and have the proceeds wired to the bank account as stated on the transfer agent’s records. You may also exchange shares by telephone (see below).

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The TCW Fund may redeem all of your shares at net asset value (calculated on the preceding business day) if the balance of your account falls below a certain minimum amount as a result of a transfer or redemption (and not market fluctuations). The minimum amount is $500 for Class N shares and $3 million for Class I shares. The TCW Fund will notify you in writing and you will have 60 days to increase your account balance before your shares are redeemed.

The RiverPark Fund offers an automatic investment plan, telephone investment plan, systematic cash withdrawal plan and automatic reinvestment plan. The TCW Fund offers an automatic investment plan and a systematic withdrawal plan.

Both Funds may require a signature guarantee for certain redemptions.

The Funds do not impose redemption fees.

Currently, the RiverPark Fund reserves the right, in its sole discretion, to identify trading practices as abusive. The RiverPark Fund may deem the sale of all or a substantial portion of a shareholder’s purchase of fund shares to be abusive. In addition, the RiverPark Fund reserves the right to reject purchase and exchange requests by any investor or group of investors for any reason without prior notice, including, in particular, if the RiverPark Fund or RiverPark reasonably believes that the trading activity would be harmful or disruptive to the RiverPark Fund.

The RiverPark Fund monitors selected trades in an effort to detect excessive short-term trading activities. If, as a result of this monitoring, the RiverPark Fund believes that a shareholder has engaged in excessive short-term trading, it may, in its discretion, ask the shareholder to stop such activities or refuse to process purchases or exchanges in the shareholder’s accounts other than exchanges into a money market fund. In making such judgments, the RiverPark Fund seeks to act in a manner that it believes is consistent with the best interests of shareholders.

The TCW Fund reserves the right to reject any telephone redemption or exchange request and the redemption or exchange privilege may be modified or terminated at any time on 30-days’ notice to shareholders.

The TCW Fund is not intended to serve as vehicles for frequent trading activity because such trading may disrupt management of the TCW Fund. In addition, such trading activity can increase expenses as a result of increased trading and transaction costs, forced and unplanned portfolio turnover, lost opportunity costs, and large asset swings that decrease the TCW Fund’s ability to provide maximum investment returns to all shareholders. In addition, certain trading activity that attempts to take advantage of inefficiencies in the valuation of the TCW Fund’s securities holdings may dilute the interests of the remaining shareholders. This in turn can have an adverse effect on the TCW Fund’s performance.

The TCW Trust reserves the right to refuse any purchase or exchange request that could adversely affect the TCW Fund or its operations, including those from any individual or group who, in the TCW Trust’s view, is likely to engage in excessive material trading. If a purchase or exchange order into shares of the TCW Fund is rejected, the potential investor will not benefit from any subsequent increase in the net asset value of the TCW Fund. Future purchases into the TCW Fund may be barred if a shareholder effects more than one round trip in shares of the TCW Fund (meaning exchanges or redemptions following a purchase) in excess of certain de minimis limits within a 30 day period.

Exceptions to these trading limits may be made only upon approval of the TCW Trust’s Chief Compliance Officer, and such exceptions are reported to the TCW Board on a quarterly basis. This policy may be revised from time to time by the officers of the TCW Trust in consultation with the TCW Board without prior notice.

These restrictions do not apply to certain asset allocation programs (including mutual funds that invest in other mutual funds for asset allocation purposes, and not for short-term trading), to omnibus accounts (except to the extent noted in the next paragraph) maintained by brokers and other financial intermediaries (including 401(k) or other group retirement accounts, although restrictions on TCW Fund share transactions comparable to those set forth in the previous paragraph have been applied to the TCW’s retirement savings program), and to involuntary transactions and automatic investment programs, such as dividend reinvestment, or transactions pursuant to the TCW Fund’s systematic investment or withdrawal program.

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In an attempt to detect and deter excessive trading in omnibus accounts, the TCW Trust or its agents may require intermediaries to impose restrictions on the trading activity of accounts traded through those intermediaries. The TCW Fund’s ability to impose restrictions with respect to accounts traded through particular intermediaries may vary depending on the systems capabilities, applicable contractual and legal restrictions, and cooperation of those intermediaries. The TCW Trust, however, cannot always identify or reasonably detect excessive trading that may be facilitated by financial intermediaries or made difficult to identify through the use of omnibus accounts by those intermediaries that transmit purchase, exchange and redemption orders to the TCW Fund, and thus the TCW Fund may have difficulty curtailing such activity.

In addition, the TCW Trust reserves the right to

Exchange Rights

RiverPark Fund shareholders may exchange some or all of their shares of the RiverPark Fund for shares of the same class of one of the other RiverPark funds. RiverPark shareholders may do this through their financial intermediary, or by telephone or mail. Once an exchange request has been placed by telephone or mail, it is irrevocable and may not be modified or canceled. Exchanges are made on the basis of the relative net asset values of the shares being executed next determined after an exchange request is received. An exchange is a taxable transaction for Federal income tax purposes. RiverPark shareholders are limited to five exchanges per calendar year. The exchange privilege may be modified or discontinued at any time by the RiverPark Trust upon sixty days’ notice.

RiverPark Fund shareholders may convert Retail Class shares into Institutional Class shares if the value of the investment in the RiverPark Fund is at least $100,000. If the value of the investment in the RiverPark Fund falls below $100,000, the RiverPark Fund may convert a shareholder’s Institutional Class shares into Retail Class shares. The transaction will be based on the relative net asset values of the respective securities to be exchanged on the trade date for the conversion. For U.S. federal income tax purposes, such a conversion is not a taxable event.

You are permitted to convert shares between Class N and Class I of the TCW Fund, provided that your investment meets the minimum initial investment and any other requirements in the other class, and that the shares of the other class are eligible for sale in your state of residence. Further information about conversion of shares between classes may be found in the SAI.

Distribution of the Funds

SEI Investments Distribution Co. (“SEI”) serves as distributor of the RiverPark Fund. SEI, its affiliates, and RiverPark may make direct or indirect payments to third parties in connection with the sale of shares of the RiverPark Fund or the servicing of shareholder accounts.

TCW Funds Distributors (“TCW Distributors”) serves as distributor of the TCW Fund. TCW or TCW Distributors may make direct or indirect payments to third parties in connection with the sale of shares of the TCW Fund or the servicing of shareholder accounts.

The TCW Fund has adopted a share marketing plan in accordance with Rule 12b-1 under the 1940 Act (such plan a “Distribution Plan”) for its N Class shares only. Pursuant to the Distribution Plan, N Class shares pay a 12b-1 fee at the annual rate of 0.25% of the average daily net assets of the TCW Fund.

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RISK OF INVESTING IN THE FUNDS

Because the Funds are part of unaffiliated fund families, the Funds use different terminology and descriptions to describe their principal risks. Below is a discussion of the principal risk factors to which the RiverPark Fund and the TCW Fund are subject.

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For additional information about the non-principal risks of the TCW Fund, please see the Reorganization SAI.

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COMPARISON OF FEES AND EXPENSES OF THE FUNDS

For each of the Funds, you will pay indirectly various expenses because each Fund pays fees and expenses that reduce the return on your investment. The following table describes the fees and expenses that you may pay if you buy and hold shares of the RiverPark Fund. The fees and expenses presented for the RiverPark Fund are based on its fiscal year ended September 30, 2014. As the TCW Fund has not yet commenced operations as of the date of this Proxy Statement/Prospectus, the fees and expenses shown for the TCW Fund are based on estimated amounts that the TCW Fund would have incurred during the twelve months ended October 31, 2014, on a pro forma basis assuming the Reorganization had occurred on November 1, 2013. Actual expenses for the TCW Fund after the Reorganization may be higher or lower. The Reorganization itself will not cause a shareholder to directly pay any additional fees, other than portfolio transactions costs. See “Information About the Reorganization — Fees and Expenses of the Reorganization.”

As a result of the Reorganization, and as described in these materials, Retail Class shareholders of the RiverPark Fund will receive N Class shares of the TCW Fund while Institutional Class shareholders of the RiverPark Fund will receive I Class shares of the TCW Fund. While the RiverPark Fund has authorized Class C shares, there are no Class C shareholders outstanding as such shares are not currently being offered for sale to investors. Furthermore, the TCW Fund will not offer Class C shares.

FEES AND EXPENSES

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Expense Example

This Example will help you compare the cost of investing in the RiverPark Fund with the cost of investing in the TCW Fund or other mutual funds. This Example assumes that you invest $10,000 in each Fund for the time periods indicated. The Example also assume that your investment has a 5% return each year and that each Fund’s operating expenses remain the same. All expense information is based on the information set forth in the expense table above, including pro forma expense information for the TCW Fund. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Contractual Expense Limitations

RiverPark has agreed contractually to waive its fees and to absorb expenses of the RiverPark Fund to the extent necessary to ensure that ordinary operating expenses of each class (excluding interest, brokerage commissions, dividends on short sales and interest expense on securities sold short, acquired fund fees and expenses and extraordinary expenses) do not exceed certain percentages of the RiverPark Fund’s average net assets. The RiverPark Fund has agreed to repay RiverPark in the amount of any fees waived and RiverPark Fund expenses absorbed, subject to certain limitations that: (1) the reimbursement is made only for fees and expenses incurred not more than three years prior to the date of reimbursement; and (2) the reimbursement may not be made if it would cause the annual expense limitation in effect at the time of the waiver to be exceeded. The expense limitation for the Retail Class of the RiverPark Fund, expressed as a percentage of average net assets, is 1.50% and the expense limitation for the Institutional Class of the RiverPark Fund, expressed as a percentage of net assets, is 1.25%.

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Any waivers and/or reimbursements that are subject to repayment from the RiverPark Fund will carry over to the TCW Fund. There will be no extension of the recoupment period with respect to those prior waivers and reimbursements. Currently, the amount of non-recaptured fee waivers owed by the RiverPark Fund is approximately $50,492.

Pursuant to the Operating Expenses Agreement between TCW and the TCW Fund (the “TCW Operating Expenses Agreement”), TCW has agreed to waive its investment management fee and/or reimburse the operating expenses of the TCW Fund to the extent the TCW Fund’s operating expenses (excluding taxes, interest, brokerage commissions, dividends on securities sold short, acquired fund fees and expenses, and extraordinary expenses) exceed, in the aggregate, the rate per annum, as set forth below.

This contractual fee waiver/expense reimbursement will remain in place through October 31, 2016. During this term, only the TCW Board may terminate or modify the terms of Operating Expenses Agreement. TCW may request recoupment of previously waived fees and paid expenses from the TCW Fund for three years from the date they were waived or paid, subject to any applicable expense caps at the time of recoupment or at the time of waiver and/or reimbursement, whichever is lower.

Portfolio Turnover

Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when you hold Fund shares in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Examples above, affect the Fund’s performance. During the most recent fiscal year, the RiverPark Fund’s portfolio turnover rate was 42% of the average value of its portfolio. Because the TCW Fund is newly formed and had not commenced operations prior to the date of this Proxy Statement/Prospectus, there is no annual portfolio turnover rate information available for the TCW Fund. Accordingly, the portfolio turnover rate of the TCW Fund cannot be accurately predicted. Nevertheless, the annual portfolio turnover rate of the TCW Fund is generally not expected to exceed 100%.

Additional Information Applicable to the RiverPark Fund and the TCW Fund

Additional information regarding shareholder services and procedures for the RiverPark Fund may be found in the RiverPark Prospectus, which is on file with the SEC and is incorporated by reference into this Proxy Statement/Prospectus.

For a more detailed description of the shareholder services and procedures of the TCW Fund, relating to the purchase, redemption, exchange, and distribution of TCW Fund shares, please see the Shareholder Guide at Appendix C.

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PERFORMANCE OF THE FUNDS

Performance of the RiverPark Fund

Annual performance returns provide some indication of the risks of investing in the RiverPark Fund by showing changes in performance from year to year. The TCW Fund charges the same management fee as the RiverPark Fund and the TCW Fund’s total operating expenses after fee waiver or expense reimbursement will be the same as those of the RiverPark Fund. If the RiverPark Fund were charged the same fees and expenses of the TCW Fund, the annual returns for the RiverPark Fund would have been the same. The performance information for periods prior to April 30, 2012, shown below is for the RiverPark Fund’s predecessor partnership (Gargoyle Hedged Value Fund L.P.). The predecessor partnership was merged into and reorganized as the RiverPark Fund, a series of RiverPark Trust, as of April 30, 2012. The merger and reorganization of the predecessor partnership into the RiverPark Fund was for purposes entirely unrelated to the establishment of a performance record. The RiverPark Fund is managed by the same investment adviser (i.e., its sub-adviser, Gargoyle) and in a manner that is in all material respects equivalent to the management of the predecessor partnership since January 2000. The predecessor partnership was formed and commenced operations in 1997; however, substantial changes were made to the strategy in January 2000, consistent with the strategy that the RiverPark Fund currently pursues. During its operating history since January 2000, the predecessor partnership’s investment policies, objectives, guidelines and restrictions were in all material respects equivalent to the RiverPark Fund’s. The information for periods prior to April 30, 2012, shows how the predecessor partnership’s performance varied from year to year, and reflects the actual fees and expenses that were charged when the RiverPark Fund was a partnership. When the RiverPark Fund was a partnership, it charged investors a 20% performance fee. The RiverPark Fund does not charge a performance fee. If the predecessor partnership were charged the same fees and expenses as the RiverPark Fund, the annual returns for the predecessor partnership would have been higher. From its inception through April 30, 2012, the predecessor partnership was not subject to certain investment restrictions, diversification requirements and other restrictions of the 1940 Act or the Code, which if they had been applicable, might have adversely affected its performance. Comparison of performance to an appropriate index indicates how the RiverPark Fund’s and the predecessor partnership’s average annual returns compare with those of a broad measure of market performance. The RiverPark Fund’s and the predecessor partnership’s past performance is not necessarily an indication of how the RiverPark Fund will perform in the future. Past performance is no guarantee of future results.

The TCW Fund has been newly-formed for the purpose of effecting the transactions contemplated by the Reorganization and in order to carry on the business of the RiverPark Fund following its merger into the TCW Fund, and the TCW Fund will not commence investment operations until the Reorganization closes. Therefore, no performance information is provided for the TCW Fund. The TCW Fund’s investment objective is the substantially identical to the RiverPark Fund’s investment objective and the TCW Fund’s principal investment strategies are substantially similar to those of the RiverPark Fund; however, no assurance can be given that the TCW Fund will achieve any particular level of performance after the Reorganization. The TCW Fund expects that it will be both the accounting and performance survivor upon consummation of the Reorganization with the RiverPark Fund.

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RiverPark Fund

During the period of time shown in the bar chart, the highest quarterly return was 22.51% for the quarter ended June 30, 2009, and the lowest quarterly return was (20.52)% for the quarter ended December 31, 2008.

The performance table below shows how the RiverPark Fund’s average annual returns for each of the periods ended December 31, 2014, compared to that of the RiverPark Fund’s benchmarks (S&P 500 Total Return Index and the Russell 1000 Value Index):

Average Annual Total Returns

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Updated performance information is available by calling the RiverPark Fund, toll free, at 888-564-4517, or by visiting the RiverPark Fund’s website at www.riverparkfunds.com. For a discussion by RiverPark regarding the performance of the RiverPark Fund for the fiscal year ended September 30, 2014, see Appendix D to this Proxy Statement/Prospectus.

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INFORMATION ABOUT THE REORGANIZATION

Description of the Reorganization

On March 20, 2015, the RiverPark Board voted to approve the Reorganization. Pursuant to the Reorganization Agreement, the RiverPark Fund will transfer its assets to the TCW Fund, which will assume all of the ordinary operating and portfolio liabilities of the RiverPark Fund. The terms and conditions under which the Reorganization will be implemented are set forth in the Reorganization Agreement. Material provisions of the Reorganization Agreement are summarized below; a form of which is attached hereto as Appendix A to this Proxy Statement/Prospectus. The Reorganization Agreement contemplates (i) the TCW Fund’s acquisition of all of the assets of the RiverPark Fund in exchange solely for Reorganization Shares and the assumption by the TCW Fund of all of the liabilities of the RiverPark Fund by the Closing Date, and (ii) the distribution of the Reorganization Shares to the shareholders of the RiverPark Fund as soon as reasonably practicable after the closing. Each shareholder of the RiverPark Fund will receive a number of full and fractional shares of a particular class of the TCW Fund equal in value to the number of full and fractional shares of the class of shares of the RiverPark Fund held by such shareholder as of the Closing Date as set forth in the table below.

As a result of the Reorganization, each RiverPark Fund shareholder will own shares of the TCW Fund, as indicated in the table below. A RiverPark Fund shareholder will receive shares of the TCW Fund with an aggregate NAV equal to the aggregate NAV of the shares of the RiverPark Fund that the shareholder owned immediately before the Reorganization.

No sales charge or fee of any kind will be assessed to RiverPark Fund shareholders in connection with their receipt of shares of the TCW Fund in the Reorganization.

After the closing of the Reorganization, shares of the TCW Fund will be credited to shareholders of RiverPark Fund only on a book-entry basis. TCW Fund shall not issue certificates representing shares in connection with the Reorganization, irrespective of whether RiverPark Fund shareholders hold their shares in certificated form and all outstanding certificates representing shares of RiverPark Fund will be deemed cancelled.

The Reorganization Agreement provides the time for and method of determining the net value of the RiverPark Fund’s assets (and therefore shares) and the NAV of a share of the TCW Fund. The valuation will be done immediately after the close of business, as described in the Reorganization Agreement, on the business day immediately preceding the Closing Date, as determined using the valuation policies and procedures for the TCW Fund, or such other valuation policies and procedures as shall be mutually agreed upon by the Funds if, for example, the policies and procedures for the TCW Fund were not to address a particular holding or situation.

TCW will pay all customary costs relating to the proposed Reorganization, including the costs relating to the Special Meeting and the Proxy Statement, as described in the Reorganization Agreement. The RiverPark Fund will not incur any expenses in connection with the Reorganization. The Closing is expected to occur on or about [DATE], 2015, provided all of the other closing conditions have been satisfied or waived. The implementation of the Reorganization is subject to a number of conditions set forth in the Reorganization Agreement, including that the Reorganization has been approved by shareholders of the RiverPark Fund.

Another important condition to closing is that the RiverPark Fund and the TCW Fund each receives an opinion from counsel to the TCW Fund to the effect that the Reorganization will qualify as a tax-free “reorganization” for U.S. federal income tax purposes. As a result, the Reorganization is not expected to be taxable for such purposes to the Funds or their shareholders. It should be noted, however, that the RiverPark Fund may make one or more distributions to shareholders prior to the Closing. Any such distribution generally will be taxable as ordinary income or capital gains to shareholders that hold their shares in a taxable account.

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The Reorganization Agreement may be terminated and the Reorganization abandoned at any time prior to the Closing Date by a determination of either the RiverPark Board or the TCW Board that the Reorganization is no longer in the best interests of shareholders. If the transactions contemplated by the Reorganization Agreement have not been substantially completed by [DATE], 2015, the Reorganization Agreement shall automatically terminate on that date unless a later date is agreed to by the Funds.

It is anticipated that the TCW Trust will enter into interim agreements with certain service providers of the RiverPark Fund, including but not limited to DST Systems, Inc., the RiverPark Fund’s transfer agent, Brown Brothers Harriman & Co., the RiverPark Fund’s custodian, and SEI Investments Global Fund Services, the RiverPark Fund’s administrator, to facilitate the transition of the RiverPark Fund from the RiverPark Trust’s service provider platform to the TCW Trust’s service provider platform following the closing of the Reorganization.

Board Consideration of the Reorganization

At its quarterly Board meeting held on February 12, 2015, and a special telephonic meeting held on March 20, 2015, the RiverPark Board considered the Reorganization and the potential benefits the Reorganization would have on the RiverPark Fund shareholders. At a meeting held on March 20, 2015, the members of the RiverPark Board, including the Trustees who are not interested persons of the RiverPark Trust within the meaning of the 1940 Act (the “Independent Trustees”), voting separately, approved the Reorganization. The RiverPark Board considered the following matters, among others, in approving the Reorganization:

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After consideration, the RiverPark Board, including the Independent Trustees, concluded that the Reorganization would be in the best interests of the RiverPark Fund and its shareholders, and that the interests of existing shareholders in RiverPark Fund would not be diluted as a result of the transactions contemplated by the Reorganization. In reaching their decision, the RiverPark Board did not identify any particular information that was controlling, and it is likely that each RiverPark Board member individually attributed different weights to the various factors considered.

Fees and Expenses of the Reorganization

TCW will pay all customary costs relating to the proposed Reorganization, including the costs relating to the Special Meeting and the Proxy Statement, as described in the Reorganization Agreement. The RiverPark Fund will not incur any expenses in connection with the Reorganization. The aggregate expenses of the Reorganization to be incurred by TCW are estimated to be approximately $[—].

U.S. Federal Income Tax Consequences of the Reorganization

The Reorganization is expected to qualify for U.S. federal income tax purposes as a tax-free reorganization under Section 368(a) of the Code, and thus is not expected to result in the recognition of gain or loss by either the RiverPark Fund or its shareholders. As a condition to the Closing, the Funds will receive a legal opinion from Paul Hastings LLP (which opinion will be subject to certain qualifications and assumptions satisfactory to the Funds and will be based on representations from the Funds), to the effect that, on the basis of the existing provisions of the Code, the Treasury Regulations promulgated thereunder, current administrative rules, pronouncements and court decisions, for federal income tax purposes:

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Each opinion will be based on factual certifications made by officers of the Funds, and on customary assumptions. No opinion is a guarantee that the tax consequences of the Reorganization will be as described above. Opinions of counsel are not binding upon the IRS or the courts. There is no assurance that the Internal Revenue Service (“IRS”) or a court would agree with either opinion.

If the transfer of the assets of the RiverPark Fund in exchange for the Reorganization Shares and the assumption by the TCW Fund of the liabilities of the RiverPark Fund were not to constitute a tax-free reorganization, the shareholders of the RiverPark Fund generally would recognize gain or loss equal, with respect to a particular shareholder, to the difference between the value of the Reorganization Shares the shareholder receives and the tax basis of the shareholder’s shares in the RiverPark Fund.

Although the Reorganization is expected to be tax-free for shareholders, the RiverPark Fund may make one or more distributions to shareholders prior to the Closing. Any such distribution generally will be taxable as ordinary income or capital gains to shareholders that hold their shares in a taxable account.

Existing and Pro Forma Capitalizations of the Funds

The following tables set forth, as of March 31, 2015: (i) the unaudited capitalization of the RiverPark Fund; (ii) adjustments to the unaudited pro forma capitalization of the TCW Fund; and (iii) the unaudited pro forma capitalization of the TCW Fund assuming the Reorganization has been completed, based upon the valuation policies and procedures for the RiverPark Fund and TCW Fund, respectively. The capitalizations are likely to be different when the Reorganization is scheduled to be completed as a result of daily share purchase and redemption activity.

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The table set forth above should not be relied upon to calculate the number of shares to be received in the Reorganization; the actual number of shares to be received will depend upon the net asset value and number of shares outstanding of each Fund at the time of the Reorganization.

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COMPARISON OF ORGANIZATION, STRUCTURE AND GOVERNANCE OF THE FUNDS

The following summary highlights certain differences between the Funds. This summary is not complete and does not contain all of the information that you should consider before voting on the Reorganization. For more complete information about the Reorganization, please read this entire document and each Fund’s respective trust instruments and trust by-laws.

Comparison of Shareholder Rights and Corporate Governance

Governing Law

Authorized Shares

Board Members

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Shareholder Liability

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Voting Rights

Pursuant to the RiverPark Trust Instrument on each matter submitted to a vote of the shareholders, each shareholder in each series shall be entitled to vote proportionate to its shares in such series as recorded on the books of the RiverPark Trust and all shareholders in each series shall vote as a separate class except as to voting for RiverPark Trustees and as otherwise required by the 1940 Act, in which case all shareholders shall vote together as a single class. As to any matter that does not affect the interest of a particular series or class, only the shareholders of the one or more affected series or class shall be entitled to vote.

Pursuant to the RiverPark Trust’s By-Laws, shareholders of at least one-third of the shares of the series (if the meeting relates to that series) or shareholders of at least one-third of the shares of the RiverPark Trust (if the meeting relates to the RiverPark Trust and not solely to a particular series), present in person or by proxy, shall constitute a quorum for the transaction of any business, except as may otherwise by required by the 1940 Act or other applicable law or by the RiverPark Trust Instrument or the RiverPark Trust’s By-Laws. If a quorum is present at a meeting, an affirmative vote by the shareholders present, in person or by proxy, holding a majority of the shares of the shareholders present, either in person or by proxy, at such meeting constitutes the action of the shareholders, unless the 1940 Act, other applicable law, the RiverPark Trust Instrument or the RiverPark Trust’s By-Laws require a greater number of affirmative votes.

TCW Trust shareholders do not have cumulative voting rights in the election of any Trustee(s). Shares of the TCW Trust may be voted in person or by proxy.

Pursuant to the TCW Trust Instrument, shareholders have the power to vote only (i) for the election of Trustees, (ii) for the removal of Trustees and (iii) with respect to such additional matters relating to the TCW Trust as may be required by law, by the TCW Trust Instrument or as the Trustees may consider desirable. On any matter submitted to a vote of the shareholders, all shares of all series and classes shall vote together as a single class, except (i) when a separate vote of any series or class is required by the 1940 Act or other applicable law or is required by attributes applicable to any series or class, (ii) when a matter affects more than one series or class and the interests of each such series or class in the matter are identical, then the shares of all such affected series or classes shall vote together as a single class, and (iii) when a matter does not affect the interests of a particular series or class, only the holders of shares of the one or more affected series or classes shall be entitled to vote. The Trustees may determine whether a matter affects a series or class such that such series or class is entitled to vote.

Pursuant to the TCW Trust Instrument, one-third of shares entitled to vote in person or by proxy shall be a quorum for the transaction of business at a shareholder’s meeting except as may otherwise be required by the 1940 Act or the TCW Trust Instrument. Except when a larger vote is required by law or any provision of the TCW Trust Instrument, a majority of shares voted in person or by proxy shall constitute the action of the shareholders and a plurality shall elect a Trustee.

Annual Shareholder Meetings

Shares Classes. The RiverPark Fund and the TCW Fund are each separate series of the RiverPark Trust and the TCW Trust, respectively, and each may include more than one class of shares. Currently, the RiverPark Fund offers Retail Class and Institutional Class shares and the TCW Fund offers N Class and I Class shares. Each share of a series or class represents an equal proportionate interest in that series or class with each other share of that series or class.

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Retail Class shareholders of the RiverPark Fund will receive N Class shares of the TCW Fund in the Reorganization, while Institutional Class shareholders of the RiverPark Fund will receive I Class shares of the TCW Fund in the Reorganization.

While the RiverPark Fund has authorized Class C shares, there are no Class C shareholders outstanding as such shares are not currently being offered for sale to investors. Furthermore, the TCW Fund will not offer Class C shares.

The TCW Board has reserved the right to create and issue additional classes of shares of the TCW Fund.

Liability and Indemnification of Board Members. The 1940 Act prohibits the charter, bylaws and other organizational documents of a registered investment company from containing a provision that protects or purports to protect any director or officer of the investment company against liability to the company or shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office.

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Amendments to Governing Documents

Two-thirds (2/3) or more of the RiverPark Trustees then in office may amend the Trust Instrument at any time for any purpose without the approval of the shareholders; provided, that the vote or a written or other legally permissible form of consent of shareholders holding, in the aggregate, a majority of the outstanding shares or of shareholders of two-thirds (2/3) or more of the shares voting or consenting, if shareholders of at least a majority of such shares vote or consent, shall be necessary to approve any amendment whenever such vote or consent is required under the 1940 Act.

The RiverPark Trustees have the power to alter, amend or repeal the RiverPark Trust’s By-Laws (“By-Laws”) or adopt new By-Laws at any time. Action by the RiverPark Trustees with respect to the By-Laws shall be taken by an affirmative vote of majority of the RiverPark Trustees. The RiverPark Trustees shall in no event adopt By-Laws which are in conflict with the RiverPark Trust Instrument.

The Trustees may, without a shareholder vote, amend or otherwise supplement the TCW Trust Instrument, except that shareholders have the right to vote on (i) any amendment which would affect their right to vote as provided in the TCW Trust Instrument, (ii) any amendment to the section of the TCW Trust Instrument governing amendments thereof, (iii) any amendment required by the 1940 Act and (iv) any amendment submitted to them by the Trustees. The TCW Trust By-Laws may be amended by the Trustees.

Comparison of Fundamental and Non-Fundamental Investment Restrictions

The Funds are each subject to certain fundamental and non-fundamental investment restrictions regarding their investments. While many of the Funds’ fundamental investment restrictions are substantially similar, there are differences that the RiverPark Fund shareholders should consider. In particular, the RiverPark Fund may not invest in physical commodities whereas the TCW Fund may make such investments. The RiverPark Fund may not purchase real estate mortgage loans whereas the TCW Fund may make such investments. The RiverPark Fund may only lend assets in connection with its securities lending policy whereas the TCW Fund may make loans as permitted by applicable law. The RiverPark Fund does not have a fundamental investment restriction with respect to the purchase of securities on margin whereas the TCW Fund may purchase securities on margin. The differences in fundamental and non-fundamental restrictions between the Funds are not expected to result in any material differences in how the respective Funds are managed. A fundamental investment restriction may not be changed without the affirmative vote of the holders of a majority of a Fund’s outstanding securities (as defined in the 1940 Act), while non-fundamental investment restrictions may be changed by the board of the Fund without shareholder approval. The RiverPark Fund is subject to certain non-fundamental investment restrictions regarding their investments that may only be changed by a vote of the RiverPark Board, whereas the TCW Fund is not subject to such non-fundamental investment restrictions. The table below compares the fundamental investment restrictions of the Funds.

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In addition, while the TCW Fund is not subject to any non-fundamental investment restrictions that may be changed only by a vote of the TCW Board, the RiverPark Fund is subject to the non-fundamental restrictions set forth in Appendix B, which may only be changed by a vote of the RiverPark Board. Non-fundamental investment restrictions may be changed without shareholder approval.

Comparison of Investment Advisers and Investment Advisory Fees

Investment Advisers and Sub-Advisers

RiverPark Fund

The management of the RiverPark Fund is supervised by the RiverPark Board. RiverPark serves as the RiverPark Fund’s investment adviser. RiverPark was formed in July 2009 and is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended. RiverPark is a wholly-owned subsidiary of RiverPark Holding Group LLC, a Delaware limited liability company (“RP Holding Group”), and is 84.3% owned by employees and is controlled by Morty Schaja. Wedgwood is a minority shareholder of RP Holding Group. Mr. Schaja, CFA, is RiverPark’s Chief Executive Officer, and Mr. Rubin, CFA, is RiverPark’s Co-Chief Investment Officer. RiverPark Capital Management LLC, an affiliate of the RiverPark, provides investment management services to separate accounts and partnerships. Together, RiverPark and RiverPark Capital Management LLC had approximately $3.9 billion in assets under management, as of December 31, 2014.

RiverPark provides investment advisory services to the RiverPark Fund pursuant to an investment advisory agreement entered into with the RiverPark Trust (the “RiverPark Advisory Agreement”). Under the general supervision of the RiverPark Board, RiverPark, by hiring a sub-adviser, carries out the investment and reinvestment of the assets of the RiverPark Fund, furnishes continuously an investment program with respect to the RiverPark Fund, determines which securities should be purchased, sold or exchanged, and implements such determinations. RiverPark furnishes to the RiverPark Fund investment advice and office facilities, equipment and personnel for servicing the investments of the RiverPark Fund. RiverPark compensates all trustees and officers of the RiverPark Fund who are members of the RiverPark’s organization and who render investment services to the RiverPark Fund, and also compensates all other RiverPark personnel who provide research and investment services to the RiverPark Fund. In return for these services, facilities and payments, the RiverPark Fund has agreed to pay RiverPark as compensation under the RiverPark Advisory Agreement a monthly fee computed at a fixed annual rate of 0.90% of the average daily net assets of the RiverPark Fund. For the fiscal year ended September 30, 2014, RiverPark received a total fee of 0.95% (as a percentage of average net assets). RiverPark contractually received an advisory fee of 0.90% and received an additional fee of 0.05% that represents the recapture of previously waived expenses.

RiverPark has agreed contractually to waive its fees and to absorb expenses of the RiverPark Fund to the extent necessary to ensure that ordinary operating expenses of each class (excluding interest, brokerage commissions, dividends on short sales and interest expense on securities sold short, acquired fund fees and expenses and extraordinary expenses) do not exceed certain percentages of the RiverPark Fund’s average net assets. The RiverPark Fund has agreed to repay RiverPark in the amount of any fees waived and RiverPark Fund expenses absorbed, subject to certain limitations that: (1) the reimbursement is made only for fees and expenses incurred not more than three years prior to the date of reimbursement; and (2) the reimbursement may not be made if it would cause the annual expense limitation in effect at the time of the waiver to be exceeded. The expense limitation for the Retail Class of the RiverPark Fund, expressed as a percentage of average net assets, is 1.50% and the expense limitation for the Institutional Class of the RiverPark Fund, expressed as a percentage of net assets, is 1.25%.

This arrangement will remain in effect unless and until the RiverPark Board approves its modification or termination.

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RiverPark is responsible for selecting a sub-adviser to manage the assets of the RiverPark Fund. The sub-adviser is engaged to manage the investments of the RiverPark Fund in accordance with the RiverPark Fund’s investment objective, policies and limitations and any investment guidelines established by RiverPark and the RiverPark Board. The sub-adviser is responsible, subject to the supervision and control of RiverPark and the RiverPark Board, for the purchase, retention and sale of securities in the RiverPark Fund’s investment portfolio under its management.

RiverPark pays the sub-adviser an annual fee based upon the net assets managed by such sub-adviser from the management fee paid to RiverPark pursuant to the RiverPark Advisory Agreement. The RiverPark Fund is not responsible for the payment of this sub-advisory fee.

Gargoyle, a New York limited liability company formed in 1999, is the managing member and investment manager of a number of investment partnerships and is the sub-adviser to the RiverPark Fund. Gargoyle is located at 285 Grand Avenue, Building One, Englewood, NJ 07631. Gargoyle is principally owned by Gargoyle Group Holdings L.L.C. and is controlled by Alan S. MacKenzie, Jr., Phillip S. Martin, Joshua B. Parker and Alan L. Salzbank, principals of Gargoyle Group Holdings L.L.C. Gargoyle had approximately $411 million in assets under management and an additional $75 million in assets under advisement as of December 31, 2014.

Gargoyle entered into an Investment Sub-Advisory Agreement between RiverPark and Gargoyle, dated March 12, 2012, with respect to the RiverPark Fund (the “RiverPark Sub-Advisory Agreement”). Pursuant to the RiverPark Sub-Advisory Agreement, Gargoyle receives fees from RiverPark to provide the services described above. These fees are paid out of the advisory fees RiverPark receives from the RiverPark Fund and are not separately paid by the RiverPark Fund.

A discussion regarding the basis for the RiverPark Board’s approval of the continuance of the RiverPark Advisory Agreement and the RiverPark Sub-Advisory Agreement is available in the RiverPark Fund’s annual report to shareholders for the period ended September 30, 2014.

TCW Fund

The Fund’s investment adviser is TCW. TCW was organized in 1987 as a wholly owned subsidiary of The TCW Group, Inc. (“TCW Group”). TCW is registered with the SEC as an investment adviser under the Advisers Act.

As of December 31, 2014, TCW and its affiliated companies, which provide a variety of trust, investment management and investment advisory services, had approximately $163.4 billion in assets under management or committed to management.

The TCW Trust, on behalf of the TCW Fund, and TCW have entered into an Investment Advisory and Management Agreement (the “TCW Advisory Agreement”), under the terms of which the TCW Fund has employed TCW to, subject to the direction and supervision of the TCW Board, provide investment advisory and management services, including, among others, managing the investment of the assets of the TCW Fund, administering the day-to-day operations of the TCW Fund, furnishing to the TCW Trust office space and all necessary office facilities, supplies and equipment, and arranging for officers or employees of TCW to serve, without compensation from the TCW Trust, as officers, trustees or employees of the TCW Trust.

Pursuant to the TCW Advisory Agreement, TCW may employ one or more sub-advisers as TCW may believe to be particularly fitted to assist TCW in the performance of the TCW Advisory Agreement, provided that the compensation of any sub-adviser shall be paid by TCW. Currently, the TCW Fund has one sub-adviser, Gargoyle.

Management Fees and Other Expenses

Under the TCW Advisory Agreement, the TCW Fund pays to TCW as compensation for the services rendered, facilities furnished, and expenses paid by it the following management fees:

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TCW, not the TCW Fund, is responsible for the payment of sub-advisory fees to Gargoyle. Under the Investment Sub-Advisory Agreement (the “TCW Sub-Advisory Agreement”) with Gargoyle, TCW pays to Gargoyle as compensation for the services rendered thereunder the following sub-advisory fees:

Pursuant to the Operating Expenses

Pursuant to the Operating Expenses Agreement, TCW has agreed to waive its investment management fee and/or reimburse the operating expenses of the TCW Fund to the extent the TCW Fund’s operating expenses (excluding taxes, interest, brokerage commissions, dividends on securities sold short, acquired fund fees and expenses, and extraordinary expenses) exceed, in the aggregate, the rate per annum, as set forth below.

This contractual fee waiver/expense reimbursement will remain in place through October 31, 2016. During this term, only the TCW Board may terminate or modify the terms of the Operating Expenses Agreement. TCW may request recoupment of previously waived fees and paid expenses from the TCW Fund for three years from the date they were waived or paid, subject to any applicable expense caps at the time of recoupment or at the time of waiver and/or reimbursement, whichever is lower.

The TCW Advisory Agreement and the TCW Sub-Advisory Agreement were approved by a majority of the TCW Board, including the Trustees who are not “interested persons” of the Trust, as defined in the 1940 Act, (the “TCW Independent Trustees”), with respect to the TCW Fund, at an in-person meeting called for the purpose of voting on such approval and held on March 9, 2015. A discussion regarding the basis for the TCW Board’s approval of the TCW Advisory Agreement and the TCW Sub-Advisory Agreement for the TCW Fund will be contained in the TCW Trust’s semi-annual report to shareholders for the period ending April 30, 2015.

Manager of Managers Structure

TCW and the TCW Trust intend to apply for, and expect to receive, an exemptive order from the SEC to operate under a manager of managers structure that, subject to certain conditions, permits TCW, with the approval of the TCW Board, including a majority of the Independent Trustees, to appoint and replace sub-advisers, enter into sub-advisory agreements, and materially amend or terminate sub-advisory agreements on behalf of the TCW Fund without shareholder approval (the “Manager of Managers Structure”). There is no guarantee that such exemptive order will be granted. Under the Manager of Managers Structure, TCW has responsibility, subject to the oversight of the TCW Board, for evaluating the sub-advisers and recommending to the TCW Board their hiring, termination, or replacement. The exemptive order also permits the TCW Fund to disclose sub-advisory fees in the aggregate, and not individually, in the TCW Trust’s registration statement. The exemptive order does not apply to any sub-adviser that is affiliated with the TCW Trust or TCW.

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The Manager of Managers Structure enables the TCW Fund to operate with greater efficiency and without incurring the expense and delays associated with obtaining shareholder approvals for matters relating to sub-advisers or sub-advisory agreements. Operation of the TCW Fund under the Manager of Managers Structure will not: (1) permit management fees paid by the TCW Fund to TCW to be increased without shareholder approval; or (2) diminish TCW’s responsibilities to the TCW Fund, including the TCW’s overall responsibility for overseeing the portfolio management services furnished by the sub-advisers. Shareholders will be notified of the hiring of a new sub-adviser within 90 days after the hiring of the new sub-adviser.

Sub-Adviser

As permitted by the TCW Advisory Agreement, TCW has retained Gargoyle, the same sub-adviser to the RiverPark Fund, to serve as the sub-adviser of the TCW Fund, pursuant to the TCW Sub-Advisory Agreement.

Gargoyle specializes in sophisticated equity options strategies. It provides investment management services to institutional investors through the use of an option overlay strategy for equity portfolios. It also acts as the investment manager to various hedge funds and as the sub-adviser to a mutual fund.

Pursuant to the TCW Sub-Advisory Agreement, Gargoyle has full discretionary authority to manage the investment and reinvestment of the TCW Fund’s assets, including the authority to purchase, sell, cover open positions, and generally deal in securities, derivatives and other property comprising or relating to the TCW Fund.

Portfolio Managers

Below are the backgrounds of the RiverPark executive team and the portfolio managers responsible for the day-to-day portfolio management of the RiverPark Fund.

Joshua B. Parker is the co-portfolio manager of the RiverPark Fund and has been a portfolio manager of the RiverPark Fund’s predecessor partnership since its inception. Mr. Parker has been Managing Partner of The Gargoyle Group since 1998. From 1988 through 1998, Mr. Parker was General Counsel, then Executive Vice President, of Kenmar Advisory Corp. and its affiliates, one of the leading managers of managers in the managed futures industry. From 1986 to 1988, Mr. Parker was a member of, and an options market-maker on, the American Stock Exchange. During this time, he also trained and sponsored a number of individuals to become successful on-floor options market-makers. From 1996 to 1999, Mr. Parker was also a member of the Government Relations Committee of the Managed Funds Association. Mr. Parker is a Bridge Gold Life Master, a former North American Bridge champion and has represented the United States in international bridge competitions. He is a graduate of Yale University and the New York University School of Law.

Alan L. Salzbank is the co-portfolio manager of the RiverPark Fund and has been a portfolio manager of the RiverPark Fund’s predecessor partnership since its inception. Mr. Salzbank has been Managing Partner of The Gargoyle Group since 1999. From 1987 to 1998, Mr. Salzbank was a member of the American Stock Exchange where, in addition to being a highly respected floor trader and market-maker, he advised specialist units and trading firms on options theory and strategy. Prior to that, Mr. Salzbank was a retail branch manager in the Paramus, New Jersey office of Gruntal & Co. (1985-1987), the Director of the futures department and a Limited Partner at Herzfeld & Stern (1980-1985). At Merrill Lynch, he was a Commodity Analyst and Futures Sales Specialist, as well as the founding editor of the Merrill Lynch “Weekly Futures Report” (1975-1980). Mr. Salzbank is a former Ivy League gymnastics champion. He is a graduate of the Wharton School of the University of Pennsylvania with a degree in Economics, and received an MBA from the New York University School of Business.

Mr. Rubin and Mr. Schaja oversee Gargoyle’s portfolio management of the RiverPark Fund.

Morty Schaja, CFA, is the Chief Executive Officer of RiverPark. Mr. Schaja graduated from Tel-Aviv University in 1975 with a BS in Physics and from Columbia University in 1976 with an MBA in finance and

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accounting. From 1977 to 1985, he was Vice President for Consulting with Data Resources, Inc., a leading economic consulting and forecasting firm. From 1986 through 1987, he was a Senior Analyst with Donaldson, Lufkin & Jenrette’s Stock Index Department. From 1987 until 1990, Mr. Schaja was Executive Vice President of First Security, a registered investment adviser and hedge fund adviser. From February 1991 through March 2006, Mr. Schaja had various responsibilities with Baron Capital leading to his position as President and Chief Operating Officer, where he managed the growth of the firm from $50 million in assets under management to over $15 billion. From June 2006 to April 2009, he was a managing general partner of RiverPark Capital LLC, a registered investment adviser that managed long only and long/short strategies for investment partnerships and separate accounts.

Mitchell Rubin, CFA, is the Co-Chief Investment Officer of RiverPark. Mr. Rubin received a BA in Economics and Political Science from the University of Michigan in 1988 and a JD from Harvard Law School in 1991. From 1991 to 1994, he was an associate at Latham & Watkins specializing in corporate finance transactions. From 1994 until joining Baron Capital in November of 1995, Mr. Rubin was an equity research analyst for Smith Barney, focusing on emerging growth stocks. In 1995, he joined Baron Capital as a research analyst covering consumer/retail, gaming/leisure/lodging and real estate. In 1999, he was co-portfolio manager for Baron Growth Fund. He served as portfolio manager for the Baron iOpportunity Fund, a technology-focused mutual fund, from the fund’s inception in March 2000 through March 2006, and was also the portfolio manager of Baron Fifth Avenue Growth Fund, a large-cap growth mutual fund, from the fund’s inception in May 2004 through March 2006. From June 2006 to June 2008, he was a managing general partner of RiverPark Partners, a long/short equity fund. From its inception on October 2, 2009, Mr. Rubin was the portfolio manager for the RiverPark Growth ETF and the leader of the team that managed the RiverPark Financials ETF.

The RiverPark SAI provides additional information about the portfolio managers at Gargoyle, including other accounts they manage, their ownership in the RiverPark Fund, and their compensation.

The co-portfolio managers for the TCW Fund are Messrs. Parker and Salzbank, the same portfolio managers as the RiverPark Fund (described above). Messrs. Parker and Salzbank have been the portfolio managers of the TCW Fund since its inception.

Revenue Sharing Payments

RiverPark may at its own expense make payments to some, but not all brokers, dealers or financial intermediaries, as an incentive to sell shares of the RiverPark Fund and/or to promote retention of their customers’ assets in the RiverPark Fund. These payments sometimes referred to as “revenue sharing,” do not change the price paid by investors to purchase the RiverPark Fund’s shares or the amount the RiverPark Fund receive as proceeds from such sales.

Revenue sharing payments may be made to brokers, dealers and other financial intermediaries that provide services to the RiverPark Fund or its shareholders for marketing and distribution related activities or for shareholder servicing. These activities may include transaction processing, sub-accounting services, marketing support and/or access to representatives of the broker, dealer or other financial intermediaries. Revenue sharing payments also may be made to brokers, dealers and other financial intermediaries for inclusion of the RiverPark Fund on a sales list, including a preferred or select sales list. You may wish to consider whether such arrangements exist when evaluating any recommendation to purchase shares of the RiverPark Fund.

TCW pays certain costs of marketing the TCW Fund from legitimate profits from its management fees and other resources available to it. TCW may also share with financial intermediaries certain marketing expenses or pay for the opportunity to distribute the TCW Fund, sponsor informational meetings, seminars, client awareness events, support for marketing materials, or business building programs. TCW or its affiliates may pay amounts from their own resources to third parties, including brokerage firms, banks, financial advisers, retirement plan service providers, and other financial intermediaries for providing record keeping, sub-accounting, transaction processing and other administrative services. These payments, which may be substantial, are in addition to any fees that may be paid by the TCW Fund for these types of or other services.

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The amount of these payments is determined from time to time by TCW and may differ among such financial intermediaries. Such payments may provide incentives for such parties to make shares of the TCW Fund available to their customers, and may allow the TCW Fund greater access to such parties and their customers than would be the case if no payments were paid. Such access advantages include, but are not limited to, placement of the TCW Fund on a list of mutual funds offered as investment options to the financial intermediary’s customers (sometimes referred to as “Shelf Space”); access to the financial intermediary’s registered representatives; and/or ability to assist in training and educating the financial intermediary’s registered representatives. These payment arrangements will not, however, change the price an investor pays for shares of the Fund or the amount that the TCW Fund receives to invest on behalf of the investor. These payments may create potential conflicts of interests between an investor and a financial intermediary who is recommending a particular mutual fund over other mutual funds.

You may wish to consider whether such arrangements exist when evaluating any recommendations to purchase or sell shares of the TCW Fund and you should contact your financial intermediary for details about any payments it may receive from the TCW Fund or from TCW. Payments are typically based on a percentage of assets under management or based on the number of customer accounts or a combination thereof.

Multiple Class Structure of the TCW Fund

The TCW Fund currently offers two classes of shares: Class I shares and Class N shares. Shares of each class of the TCW Fund represent an equal pro rata interest in the TCW Fund and both classes generally have the same voting, liquidation, and other rights. The Class I shares are offered at the current net asset value. The Class N shares are offered at the current net asset value, but are subject to fees imposed under the Distribution Plan. Pursuant to the Distribution Plan, the TCW Fund compensates SEI Distributors for distribution and related services at a rate equal to 0.25% of the average daily net assets of the TCW Fund attributable to its Class N shares. The fees may be used to pay the SEI Distributors for distribution services and sales support services provided in connection with Class N shares. The fee may also be used to pay financial intermediaries for the sales support services and related expenses and shareholder servicing fees. The shareholder servicing fees are paid to compensate financial intermediaries for the administration and servicing of shareholder accounts and are not costs which are primarily intended to result in the sale of the TCW Fund’s shares. Because these fees are paid out of the Fund’s Class N assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. Because the expenses of each class may differ, the performance of each class is expected to differ.

Other Shareholder Servicing Expenses Paid by the Funds

The RiverPark Board has adopted a shareholder servicing plan according to which the RiverPark Fund may pay shareholder servicing fees equal to up to 0.25% of the Retail Class shares and Institutional Class shares to various shareholder servicing agents for performing non-distribution related shareholder servicing functions and maintaining shareholder accounts on behalf of their clients who own shares of the RiverPark Fund. Because these shareholder servicing fees are paid out of assets attributable to the RiverPark Fund’s Retail Class shares and Institutional Class shares on an ongoing basis, over time these fees will increase the cost of an investment in such shares and may cost more than other types of sales charges.

In addition, the RiverPark Board has adopted an administrative services plan according to which the RiverPark Fund may pay administrative services fees at an annual rate of up to 0.20% and 0.15% of the average daily net assets of the Retail Class shares and Institutional Class shares, respectively, of the RiverPark Fund to various administrative servicing agents for providing administrative, recordkeeping and support servicing to their clients who own shares of the RiverPark Fund. Because these administrative servicing fees are paid out of assets attributable to each Fund’s Retail Class shares and Institutional Class shares on an ongoing basis, over time these fees will increase the cost of an investment in such shares and may cost more than other types of sales charges.

The TCW Fund is authorized to compensate each broker-dealer and other third-party intermediary up to such percentage as approved by the TCW Board of the assets serviced for the TCW Fund by that intermediary for shareholder services. These services constitute sub-recordkeeping, sub-transfer agent or similar services and are similar in scope to services provided by the transfer agent to the TCW Fund. These expenses paid by the TCW

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Fund would remain subject to any overall expense limitation applicable to the TCW Fund. These expenses are in addition to any payment of any amounts through the Distribution Plan. This amount may be adjusted, subject to approval by the TCW Board.

Principal Service Providers

The following table lists the principal service providers for the Funds. As noted above, there is expected to be a transition period following the closing of the Reorganization during which some of the RiverPark Fund’s service providers will provide services to the TCW Fund.

Ownership of Securities of the TCW Fund

As of May 7, 2015, there are 10,000 shares of the TCW fund outstanding; 5,000 Class I shares and 5,000 Class N shares. These shares are held by TCW Asset Management Company International Limited, an affiliate of TCW and indirect subsidiary of TCW Group.

THE RIVERPARK BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE

APPROVAL OF THE REORGANIZATION.

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PROPOSAL 2 – APPROVAL OF ADJOURNMENT TO SOLICIT ADDITIONAL PROXIES

The purpose of this proposal is to allow the holder of proxies solicited hereby to vote the shares represented by proxies in favor of adjournment of the Special Meeting to a later time, in order to allow more time to solicit additional proxies, as necessary if there are insufficient votes at the time of the Special Meeting to approve Proposal 1.

Any adjournment may be made without notice, other than by an announcement made at the Special Meeting, of the time, date and place of the adjourned meeting.

Any adjournment of the Special Meeting for the purpose of soliciting additional proxies will allow the RiverPark Fund’s shareholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned.

If Proposal 2 is approved and a quorum to transact business is not present or the vote required to approve the Reorganization is not obtained at the Special Meeting, the persons named as proxies may propose one or more adjournments of the Special Meeting in accordance with the RiverPark Trust’s Trust Instrument and applicable law to permit such further solicitation of proxies as may be deemed necessary or advisable.

If your proxy card is signed and dated and no instructions are indicated on your proxy card, your shares will be voted “FOR” the proxy holder having discretionary authority to approve any adjournment of the Special Meeting, if a quorum is not present, in person or by proxy, at the Special Meeting or if necessary to solicit additional proxies to approve Proposal 1.

THE RIVERPARK BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE

APPROVAL OF THE PROPOSAL.

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GENERAL INFORMATION ABOUT THE SPECIAL MEETING

This Proxy Statement/Prospectus is being provided in connection with the solicitation of proxies by the RiverPark Board to solicit the vote of shareholders of the RiverPark Fund at a Special Meeting of the RiverPark Fund, which we refer to as the “Special Meeting.” The Special Meeting is scheduled to begin at 10:00 a.m. Eastern Time, on Friday, June 26, 2015.

Voting Information

Holders of record of the shares of the RiverPark Fund at the close of business on April 30, 2015 (the “Record Date”), as to any matter on which they are entitled to vote, will be entitled to one vote and each fractional share is entitled to a proportionate fractional vote on all business of the Special Meeting.

Shares Outstanding on the Record Date

The cost of preparing, printing, and mailing the enclosed proxy card and this Proxy Statement/Prospectus, and all other reasonable costs incurred in connection with the solicitation of proxies, including any additional solicitation made by letter, telephone, facsimile, or telegram, will be borne by TCW. [In addition to solicitation by mail and by telephone by a proxy solicitation firm retained for this purpose, representatives of the RiverPark Funds and TCW, and certain financial services firms and their representatives, who will receive no extra compensation for their services, may solicit proxies by telephone, telegram, or personally.]

Appendix E lists the persons that as of the Record Date owned beneficially or of record 5% or more of the outstanding shares of any Class of the RiverPark Fund. A control person is one who owns, either directly or indirectly, more than 25% of the voting securities of the RiverPark Fund or acknowledges the existence of such control. As a controlling shareholder, such person could control the outcome of any proposal submitted to shareholders for approval including approval of the Reorganization.

Revocation of Proxies

Any shareholder of the RiverPark Fund giving a proxy has the power to revoke it by mail (addressed to the Secretary of the RiverPark Trust) or in person at the Special Meeting, by executing a superseding proxy or by submitting a notice of revocation to the RiverPark Fund or by voting in person at the Special Meeting. All properly executed proxies received in time for the Special Meeting will be voted as specified in the proxy or, if no specification is properly made, in favor of the Reorganization.

Shareholder Approval

Approval of Proposal 1 requires the affirmative vote of the holders of a majority of the shares of beneficial interest of the RiverPark Fund outstanding and entitled to vote at the Special Meeting. Approval of Proposal 2 for the power to adjourn the Special Meeting will require the affirmative vote of a majority of the votes properly cast, whether or not a quorum is present. Each of the Retail Class and Institutional Class shares of the RiverPark Fund will vote together as a group on the proposals. Each whole share of the RiverPark Fund is entitled to one vote and each fractional share is entitled to a proportionate fractional vote. For purposes of the vote on the proposals, abstentions and broker non-votes (i.e., proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other person entitled to vote shares on a particular matter with respect to which such brokers or nominees do not have discretionary power) will have the effect of votes against the proposals, although they will be considered present for purposes of determining the existence of a quorum.

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Methods of Voting

In addition to voting by giving a proxy either by mail or at the Special Meeting, any shareholder may attend the Special Meeting and vote in person. Any shareholder who attends the Special Meeting and wishes to vote in person will be given a ballot prior to the vote. If the shares of a shareholder wishing to vote in person are held in the name of a broker, bank, or other nominee, the shareholder must bring a letter from the nominee indicating that the shareholder is the beneficial owner of the shares on the Record Date and authorizing the shareholder to vote.

Quorum and Adjournment

The presence at the Special Meeting, in person or by proxy, of the holders of record of one third of the outstanding shares entitled to vote thereat shall be necessary and sufficient to constitute a quorum for the transaction of business. If the necessary quorum to transact business is not obtained at the Special Meeting, or if other matters arise requiring shareholder attention, the persons named as proxies may propose one or more adjournments of the Special Meeting in accordance with applicable law to permit further solicitation of proxies. A shareholder vote may be taken on the proposals in this Proxy Statement/Prospectus prior to such adjournment if sufficient votes have been received and it is otherwise appropriate. With respect to adjournment, the persons named as proxies will vote in accordance with their best judgment at the time. For purposes of determining the presence of a quorum for transacting business at the Special Meeting, abstentions and broker “non-votes” will be treated as shares that are present.

Solicitation of Proxies

[[PROXY SOLICITOR] has been engaged to assist in the solicitation of proxies for the RiverPark Fund, at an estimated cost of approximately $[COST], plus expenses. Such cost and expenses are to be borne by TCW, whether or not the Reorganization is approved. As the Special Meeting date approaches, certain shareholders of RiverPark Fund may receive a telephone call from a representative of [PROXY SOLICITOR] if their votes have not yet been received. Authorization to permit [PROXY SOLICITOR] to execute proxies may be obtained by telephonic or electronically transmitted instructions from shareholders of the RiverPark Fund. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. The RiverPark Fund believes that these procedures are reasonably designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined.]

[In all cases where a telephonic proxy is solicited, the [PROXY SOLICITOR] representative is required to ask for each shareholder’s full name and complete address and to confirm that the shareholder has received the proxy materials in the mail. If the shareholder is a corporation or other entity, the [PROXY SOLICITOR] representative is required to ask for the person’s title and confirmation that the person is authorized to direct the voting of the shares. If the information solicited agrees with the information provided to [PROXY SOLICITOR], then the [PROXY SOLICITOR] representative has the responsibility to explain the process, read the proposals listed on the proxy card and ask for the shareholder’s instructions on the proposals. Although the [PROXY SOLICITOR] representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in this Proxy Statement/Prospectus. [PROXY SOLICITOR] will record the shareholder’s instructions on the card. Within 72 hours, the shareholder will be sent a letter or mailgram to confirm his or her vote and asking the shareholder to call [PROXY SOLICITOR] immediately if his or her instructions are not correctly reflected in the confirmation.]

[Shareholders may also provide their voting instructions through telephone touch-tone voting or Internet voting. These options require shareholders to input a control number which is located on each voting instruction card. After inputting this number, shareholders will be prompted to provide their voting instructions on the proposals. Shareholders will have an opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions and terminating their telephone call or Internet link. Shareholders who vote via the Internet, in addition to confirming their voting instructions prior to submission, will also receive an e-mail confirming their instructions upon request.]

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[If a shareholder wishes to participate in the Special Meeting, but does not wish to give a proxy by telephone or electronically, the shareholder may still submit the proxy card originally sent with this Proxy Statement/Prospectus or attend in person. Should shareholders require additional information regarding the proxy or replacement proxy card, they may contact [PROXY SOLICITOR] toll-free at xxx-xxx-xxxx. Any proxy given by a shareholder is revocable until voted at the Special Meeting.]

Other Matters

The RiverPark Fund is not aware of any other matters that are expected to arise at the Special Meeting. If any other matter should arise, however, the persons named in properly executed proxies have discretionary authority to vote such proxies as they shall decide.

FINANCIAL HIGHLIGHTS

The financial highlights with respect to the RiverPark Fund are incorporated by reference from the RiverPark Prospectus and have been audited by Cohen Fund Audit Services, Ltd., the RiverPark Trust independent registered public accounting firm, whose report along with the RiverPark Fund’s financial statements for such fiscal periods are included in the RiverPark Fund’s annual report for the applicable period. The financial highlights for the most recent fiscal period with respect to the RiverPark Fund are incorporated by reference from the RiverPark Fund’s annual report. The RiverPark Fund’s most recent annual report is incorporated by reference into the Reorganization SAI and available upon request.

The financial highlights for the TCW Fund are unavailable as it is newly-created and does not yet have financial history. Upon the closing of the Reorganization, the TCW Fund expects to adopt the financial statements of the RiverPark Fund.

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APPENDIX A

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

This Agreement and Plan of Reorganization (this “Agreement”) is made as of [            ], 2015, by and among TCW Alternative Funds (the “TCW Trust”), with respect to the TCW/Gargoyle Hedged Value Fund (the “Acquiring Fund”), RiverPark Funds Trust (the “RiverPark Trust”), on behalf of RiverPark/Gargoyle Hedged Value Fund (the “Acquired Fund”), TCW Investment Management Company (“TCW”) joins this Agreement solely for purposes of Sections 1.3, 4.4, 7.3, 9.1 and 9.2 and RiverPark Advisors, LLC (“RiverPark”) joins this Agreement solely for purposes of Sections 1.3, 1.6, 4.2, 6.2, 9.1 and 9.2. The Acquiring Fund and the Acquired Fund may be referred to together as the “Funds.” The capitalized terms used herein shall have the meanings ascribed to them in this Agreement.

This Agreement is intended to be, and is adopted as, a plan of reorganization and liquidation for purposes of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”) and the regulations adopted by the U.S. Treasury under the Code. The reorganization (the “Reorganization”) will consist of:

RECITALS

WHEREAS, the Acquiring Fund and the Acquired Fund each are series of open-end management investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and the Acquired Fund owns securities that are assets of the character in which the Acquiring Fund is permitted to invest;

WHEREAS, the Board of Trustees of the Acquiring Fund has determined that the Reorganization is in the best interests of the Acquiring Fund and that the interests of the existing shareholders of the Acquiring Fund will not be diluted as a result of the Reorganization; and

WHEREAS, the Board of Trustees of the Acquired Fund has determined that the Reorganization is in the best interests of the Acquired Fund and that the interests of the existing shareholders of the Acquired Fund will not be diluted as a result of the Reorganization.

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AGREEMENT

NOW, THEREFORE, In consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

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The RiverPark Trust, on behalf of the Acquired Fund, represents and warrants the following to the Acquiring Fund as of the date hereof and agrees to confirm the continuing accuracy and completeness in all material respects of the following on the Closing Date:

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RiverPark represents and warrants the following to the Acquiring Fund as of the date hereof and agrees to confirm the continuing accuracy and completeness in all material respects of the following on the Closing Date:

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The TCW Trust, on behalf of the Acquiring Fund, represents and warrants the following to the Acquired Fund as of the date hereof and agrees to confirm the continuing accuracy and completeness in all material respects of the following on the Closing Date:

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The obligations of the Acquiring Fund to complete the transactions provided for herein shall be subject, at its election, to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions:

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In rendering such opinion, Blank Rome LLP may assume all conditions precedent set forth in this Agreement have been satisfied and may include other customary assumptions and qualifications for opinions of this type, including without limitation, customary enforceability assumptions (including the effect of principles of equity, including principles of commercial reasonableness and good faith and fair dealing), that the Trustees of the RiverPark Trust have complied with their fiduciary duties in approving this Agreement, that the Reorganization is fair in all respects and that the execution and delivery of this Agreement by the RiverPark Trust with respect to the Acquired Fund and the performance of its obligations thereunder are not inconsistent with the 1940 Act or the rules and regulations thereunder. In addition, such counsel need not express an opinion with respect to any provisions of this Agreement that purport to obligate the RiverPark Trust to cause other persons or entities to take certain actions or act in a certain way insofar as such provision relates to the actions of such other persons or entities, any provisions of this Agreement to the extent that such provisions purport to bind or limit the trustees of the RiverPark Trust in the exercise of their fiduciary duties or to bind parties not a signatory to this Agreement. In rendering the opinion with respect to the due execution and delivery by the RiverPark Trust of this Agreement, Blank Rome LLP is entitled to rely solely upon review of the incumbency certifications contained in a certificate of the Secretary or Assistant Secretary of the RiverPark Trust.

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The obligations of the Acquired Fund to complete the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions:

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In rendering such opinion, special Delaware counsel may assume all conditions precedent set forth in this Agreement have been satisfied and may include other customary assumptions and qualifications for opinions of this type, including without limitation, customary enforceability assumptions (including the effect of principles of equity, including principles of commercial reasonableness and good faith and fair dealing), that the trustees of the TCW Trust have complied with their fiduciary duties in approving this Agreement, that the Reorganization is fair in all respects and that the execution and delivery of this Agreement by the TCW Trust with respect to the Acquiring Fund and the performance of its obligations thereunder are not inconsistent with the 1940 Act or the rules and regulations thereunder. In addition, such counsel need not express an opinion with respect to any provisions of this Agreement that purport to obligate the TCW Trust to cause other persons or entities to take certain actions or act in a certain way insofar as such provision relates to the actions of such other persons or entities, any provisions of this Agreement to the extent that such provisions purport to bind or limit the trustees of the TCW Trust in the exercise of their fiduciary duties or to bind parties not a signatory to this Agreement. In rendering the opinion with respect to the due execution and delivery by the TCW Trust of this Agreement, special Delaware counsel is entitled to rely solely upon review of the incumbency certifications contained in a certificate of the Secretary or Assistant Secretary of the TCW Trust.

The respective obligations hereunder of the TCW Trust, on behalf of the Acquiring Fund, and the RiverPark Trust, on behalf of the Acquired Fund, are subject to the further conditions that on or before the Closing Date:

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The opinion will be based on certain factual certifications made by officers of the RiverPark Trust and the TCW Trust and will also be based on customary assumptions. The opinion is not a guarantee that the tax consequences of the

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Reorganization will be as described above. The opinion will note and distinguish certain published precedent. There is no assurance that the Internal Revenue Service or a court would agree with the opinion.

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This Agreement may be amended, modified or supplemented in such manner as may be agreed upon in writing by the authorized officers of the RiverPark Trust and the TCW Trust; provided however, that following the special meeting of shareholders of the Acquired Fund called by the RiverPark Trust pursuant to Section 5.2 of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of Acquiring Fund Shares to be issued to the shareholders of the Acquired Fund under this Agreement to the detriment of those shareholders without their further approval.

Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by telecopy, recognized courier or certified mail addressed as follows, and be deemed given upon transmission confirmation, delivery confirmation or three days after so being mailed, to the following applicable addresses(s) or such other address last designated by the applicable party through written notice:

If to the TCW Trust or the Acquiring Fund:

TCW Investment Management Company

865 South Figueroa, Suite 1800

Los Angeles, California 90017

Attn: General Counsel

Fax: (213) 244-0491

Email: Meredith.Jackson@tcw.com

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With a copy to:

Paul Hastings LLP

55 Second Street

San Francisco, California 94105

Attn: David A. Hearth

Fax: (415) 856-7100

Email: davidhearth@paulhastings.com

If to the RiverPark Trust or the Acquired Fund:

RiverPark Advisors, LLC

156 West 56^th Street

New York, New York 10019

Attn: Morty Schaja

Fax:

Email: mschaja@riverparkfunds.com

With a copy to:

Blank Rome LLP

405 Lexington Avenue

New York, New York 10174

Attn: Thomas R. Westle

Fax: (917) 332-3817

Email: TWestle@BlankRome.com

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its President, a Vice President or Treasurer.

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Schedule 1

Liabilities to Be Assumed but Not Incurred in the Ordinary Course of Business

None.

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APPENDIX B

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE RIVERPARK FUND

The RiverPark Fund is subject to the following non-fundamental restrictions (which may be changed without shareholder approval):

Non-Fundamental Policy of the RiverPark Fund

The following restrictions are imposed by the management of the RiverPark Fund and may be changed by the RiverPark Board without shareholder approval at any time. The RiverPark Fund may not:

If a percentage limitation set forth in an investment policy or restriction of the RiverPark Fund is adhered to at the time of investment or at the time the RiverPark Fund engages in a transaction, a subsequent increase or decrease in percentage resulting from a change in value of an investment or position, or a change in the net assets of the RiverPark Fund, will not result in a violation of such restriction. However, if at any time borrowings exceed 33 1/3% of total assets, the RiverPark Fund must reduce its borrowings within three business days thereafter.

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APPENDIX C

SHAREHOLDER GUIDE

FOR THE TCW FUND

The TCW Fund

The Fund will invest primarily in the securities and instruments as described in the summary section of the TCW Fund’s prospectus. This section contains additional information about the Fund’s investment strategies and the investment techniques utilized by TCW and Gargoyle in managing the Fund, and also additional information about the Fund’s expenses and performance.

The TCW Fund’s Investment Objective

The Fund is a series of the TCW Trust. The Fund’s investment objective is to seek long-term capital appreciation with lower volatility than a stand-alone stock portfolio. The Fund’s investment objective may be changed by the TCW Board without a vote of the shareholders; however, shareholders will be provided at least 60 days’ prior notice of any such change.

The TCW Fund’s Principal Investment Strategies

The Fund has adopted a policy to provide the Fund’s shareholders with at least 60 days’ prior notice of any change in the principal investment strategies of the Fund.

The Fund may use certain types of investments and investing techniques that are described in more detail in the Statement of Additional Information (“SAI”). In response to adverse market, economic, political, or other conditions, the Fund may, from time to time, take temporary defensive positions by investing a substantial part of its assets in high quality short-term money market instruments. To the extent that the Fund assumes a temporary defensive position, it may not achieve its investment objective during that time.

The summary section for the Fund at the beginning of this Prospectus contains a summary of the Fund’s principal investment strategies. The information below describes in greater detail the principal investment strategies of the Fund.

Under normal market conditions, the Fund seeks to achieve its investment objective by investing substantially all of its net assets in equity securities of medium-large capitalization companies (the “Stock Portfolio”) that Gargoyle Investment Advisor L.L.C., the Fund’s sub-adviser (the “Sub-Adviser”), believes are attractively priced relative to medium-large capitalization stocks generally and by selling index call options against the Stock Portfolio (the “Options Portfolio”) to partially hedge the Stock Portfolio, reduce volatility and improve reward/risk of the Stock Portfolio. The Stock Portfolio as a whole serves as the underlying securities, and a basket of index call options are written (sold) in place of individual equity options. While the Sub-Adviser views the Fund as one integrated portfolio in its effort to achieve the Fund’s stated investment objective, the Stock Portfolio and the Options Portfolio investment approaches can be viewed independently.

The Fund considers the largest 1000 companies by market capitalization (companies with market capitalizations over $3.3 billion as of the date of the Fund Prospectus, without limit for large companies) to be medium-large capitalization companies. The equity securities in which the Fund invests are primarily common stocks. The Fund invests primarily in the securities of U.S. companies, but it may also invest in securities of issuers outside of the U.S. Typically, the Fund only invests in a non-U.S. issuer via shares of that issuer listed on a U.S. stock exchange.

In constructing the Stock Portfolio, the Sub-Adviser periodically, and at least monthly, statistically analyzes approximately 2,500 U.S.-listed companies with the largest market capitalizations. For each company, the

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Sub-Adviser compares a number of fundamental ratios, such as the price-to-earnings ratio and the price-to-sales ratio, against both the company’s historic average as well as the applicable industry’s current average for each such ratio. The goal is to identify those companies whose current fundamental ratios are low relative to their own historic ratios and their industry’s current ratios rather than to identify companies with the lowest ratios on an absolute basis. Based upon these comparisons and through the use of a proprietary algorithm, each company is assigned a number (referred to as the “JScore”), which is the percentage of “fair market value” at which the Sub-Adviser believes each such company is trading.

While the Sub-Adviser analyzes approximately 2,500 companies, it limits the universe of candidates for inclusion in the Stock Portfolio to those with the largest market capitalization, as described above. Based on the JScores, these companies are then divided into three groups: a company with a JScore substantially below 95% is a “buy” candidate, a company with a JScore below, but not significantly below, 95% is a “hold” candidate, and a company with a JScore above 95% is considered a “Sell” candidate. With respect to “buy” candidates, the Fund will generally purchase a “buy” candidate if the Fund has additional capital to invest, subject to certain subjective criteria and risk considerations, such as the limitations as to Fund investment in a single company, industry or sector. With respect to “hold” candidates, if the Fund does not already own a “hold” candidate, the Fund will generally not buy the “hold” candidate; and if the Fund already owns the “hold” candidate, the Fund will generally not sell the “hold” candidate unless, pursuant to a proprietary algorithm and in consideration of potential tax consequences, it determines that the Fund’s current holding in the “hold” candidate should be reduced or fully liquidated. With respect to “sell” candidates, the Fund will generally, subject to certain tax considerations, sell its current holding of a “sell” candidate in order to meet redemption requests or to provide funds to purchase “buy” candidates.

The second prong of the Fund’s investment strategy is to sell index call options against the Stock Portfolio in an effort to increase the Fund’s income, reduce the volatility of its returns and, in general, improve the reward/risk of the Stock Portfolio. In constructing the Options Portfolio, throughout each month, the Sub-Adviser, using proprietary software, determines the “best” basket of indexes on which to sell index call options based on considerations of (1) the degree to which a basket, on a historical basis, would have most closely replicated, on a statistical basis, the performance of the stocks in the current Stock Portfolio (the specific contents of the Stock Portfolio are not relevant to this consideration) and (2) the times at which indexes have the most relatively overvalued options from an options valuation perspective. Between these two considerations, the historical correlation of the basket takes precedence over valuation. Based upon other proprietary software and the experience and judgment of the Sub-Adviser’s portfolio managers, it then typically sells short-term index call options with exercise prices near the index’s current value such that the combined net long market exposure of the long Stock Portfolio and the short Options Portfolio is approximately 50%. This net figure is determined by considering the long exposure of the Stock Portfolio to be 100%. The Options Portfolio is targeted to be sufficiently short so as to reduce the overall Fund market exposure to a net long 50% (after adjustment for the portfolio managers’ subjective judgment as to the future beta of the Stock Portfolio, essentially meaning its expected correlation to market movements).

The Sub-Adviser aims for the Fund to have, on an options-adjusted basis, a 50% net long market exposure. The Sub-Adviser monitors the Fund’s net long market exposure continually and does not generally adjust the net exposure of the Options Portfolio between expirations if the net long market exposure stays between the risk parameters then in place (currently between 35% and 65%, as such is determined by the Sub-Adviser, taking into account the expected future beta of the Stock Portfolio and the effects of changing option volatility). If due to market conditions, the Fund’s net long market exposure falls outside the risk parameters then in place, the Sub-Adviser will periodically adjust the Options Portfolio with the goal to bring the Fund back within those parameters. To the extent that the Sub-Adviser determines to roll the Options Portfolio forward on or before expiration, the Fund will endeavor to maintain an Options Portfolio of short call options.

As part of its determination of the best combination of options, the Sub-Adviser strives to sell index call options so that each month the total premium received for the index call options exceeds 1.5% of the Fund’s net asset value (for a total of 18% per year). The premium, the exercise price and the value of the index underlying an index call option determine the gain or loss realized by the Fund as the seller of the index call option, and there can be no guarantee of any positive returns in any given month.

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Although the Sub-Adviser will endeavor to sell short-term index call options, the Fund may implement other options strategies to hedge the Stock Portfolio, such as selling index call options other than short-term options, purchasing put options (on a stock, a sector index or a market index), or selling call options on individual stocks or sector indexes.

The Fund may invest up to 15% of its net assets in illiquid securities. The Fund may also effect short sales of securities. The Fund may not sell a security short if, as a result of that sale, the current value of securities sold short by that Fund would exceed 10% of the value of the Fund’s net assets. However, short sales effected “against the box” to hedge against a decline in the value of a security owned by the Fund are not subject to this 10% limitation.

Summary of the TCW Fund’s Principal Risks

The Fund is affected by changes in the economy, or in securities and other markets. There is also the possibility that investment decisions the Adviser and the Sub-Adviser make with respect to the investments of the Fund will not accomplish what they were designed to achieve or that the investments will have disappointing performance.

Risk is the chance that you will lose money on your investment or that it will not earn as much as you expect. In general, the greater the risk, the more money your investment may earn for you — and the more you can lose. Because the Fund holds securities with fluctuating market prices, the value of the Fund’s shares will vary as its portfolio securities increase or decrease in value. Therefore, the value of your investment in the Fund could go down as well as up.

Your investment in the Fund is not a bank deposit, and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity, or person. You can lose money by investing in the Fund. When you sell your shares of the Fund, they could be worth more or less than what you paid for them.

Your investment in the Fund may be subject (in varying degrees) to the following risks discussed below. The Fund may be more susceptible to some of the risks than others.

Allocation Risk

The Fund’s investment performance depends on how its assets are allocated and reallocated according to its allocation targets and ranges. A principal risk of investing in the Fund is that the Sub-Adviser will make less than optimal or poor allocation decisions. The Sub-Adviser attempts to identify investment allocations that will optimize returns given various levels of risk tolerance; however, there is no guarantee that such allocation techniques will produce the desired results. It is possible that the Sub-Adviser will focus on investments that perform poorly or underperform other investments under various market conditions. You could lose money on your investment in the Fund as a result of these allocation decisions.

Alternative Strategies Risk

The investment strategies employed by the Fund are alternative strategies that have not been applied to mutual funds for an extended period of time. Accordingly, the Fund is subject to the risk that anticipated opportunities do not play out as planned, or that there are unexpected challenges in implementing the Fund’s strategies due to regulatory constraints for mutual funds.

Correlation and Hedging Risk

As part of its investment strategy, the Fund sells index call options to hedge the Stock Portfolio. There is the risk that the returns of the Stock Portfolio do not correlate with those of the indexes on which the call options are written. Further, the Sub-Adviser may not correctly assess the degree of correlation between the performance of the basket of indexes used in the hedging strategy and the performance of the equity securities in the Stock Portfolio

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being hedged. If the degree of correlation is sufficiently low, the Fund could incur losses, even during times that the Stock Portfolio generates profits. It is also not possible to hedge fully or perfectly against any risk, and hedging entails its own costs. Hedging may also reduce gains or result in losses.

Currency Risk

The Fund is subject to currency risk when the Fund invests in foreign issuers. Currency exchange rates may fluctuate significantly over short periods of time. A decline in the value of foreign currencies relative to the U.S. dollar may affect the finances of a foreign issuer, which could affect the value of that issuer’s U.S.-listed, U.S. dollar-denominated securities held by the Fund. Such fluctuations in currency exchange rates may be caused by, among others, inflation, interest rates, budget deficits, political factors and government controls.

Equity Securities Risk

Equity securities may include common stock, preferred stock or other securities representing an ownership interest or the right to acquire an ownership interest in an issuer, including convertible securities, depository receipts, and rights and warrants. Equity securities risk is the risk that stocks and other equity securities generally fluctuate in value more than bonds and can decline in value over short or extended periods. Investments in equity securities involve substantial risks and may be subject to wide and sudden fluctuations in market value, as a result of changes in a company’s financial condition and in overall market, economic and political conditions, changing perception regarding the industries in which the issuing securities held by the Fund participate, or factors relating to specific companies in which the Fund invests.

Foreign Securities Risk

Investments in foreign securities may involve greater risks than investing in domestic securities because the Fund’s performance may depend on factors other than the performance of a particular company. Typically, the Fund only invests in a non-U.S. issuer via shares of that issuer listed on a U.S. stock exchange, and therefore is subject to the accounting, auditing and financial reporting standards of that exchange. Political or social instability, civil unrest, acts of terrorism and regional economic volatility are other potential risks that could impact an investment in a security of a non-U.S. issuer.

Frequent Trading Risk

Frequent trading of portfolio securities may produce capital gains, which are taxable to shareholders when distributed. Frequent trading may also increase the amount of commissions or mark-ups to broker-dealers that the Fund pays when it buys and sells securities, which may detract from the Fund’s performance. The portfolio turnover rate of the Fund cannot be accurately predicted. Nevertheless, the annual portfolio turnover rate of the Fund is generally not expected to exceed 100%.

Globalization Risk

The growing inter-relationship of global economies and financial markets has increased the effect of conditions in one country or region on issuers of securities in a different country or region. In particular, the adoption or prolongation of protectionist trade policies by one or more countries, changes in economic or monetary policy in the United States or abroad, or a slowdown in the United States economy, could lead to a decrease in demand for products and reduced flows of capital and income to companies in other countries. Those events might particularly affect companies in emerging and developing market countries.

High Portfolio Turnover Risk

The investment techniques used by the Fund may result in frequent portfolio trading and high portfolio turnover. High portfolio turnover rates will cause the Fund to incur higher levels of transaction costs, including brokerage fees and commissions and dealer mark-ups, which may reduce the performance of the Fund. High portfolio turnover rates may also result in increased capital gains, including short-term capital gains, which will

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generally be taxable to shareholders as ordinary income and would increase a shareholder’s tax liability unless shares are held through a tax-deferred or tax-exempt vehicle. The portfolio turnover rate of the Fund cannot be accurately predicted. Nevertheless, the annual portfolio turnover rate of the Fund is generally not expected to exceed 100%.

Investment Style Risk

The Fund may be subject to investment style risk. The Sub-Adviser’s investment styles may be out of favor at times or may not produce the best results over short or longer time periods and may increase the volatility of the Fund’s share price.

Issuer Risk

The value of securities held by the Fund may decline for a number of reasons that directly relate to an issuer, such as changes in the financial condition of the issuer, management performance, financial leverage and reduced demand for the issuer’s goods and services. The amount of dividends paid with respect to equity securities, or the ability of an issuer to make payments in connection with debt securities, may decline for reasons that relate to the issuer, such as changes in an issuer’s financial condition or a decision by the issuer to pay a lower dividend, or reasons that relate to the broader financial system. In addition, there may be limited public information available for the Sub-Adviser to evaluate foreign issuers.

Leverage Risk

Leverage may result from certain transactions, including the use of derivatives (including options), borrowing and reverse repurchase agreements. Increases and decreases in the value of the Fund’s portfolio will be magnified when the Fund uses leverage, and during periods of adverse market conditions, the use of leverage may cause the Fund to lose more money than would have been the case if leverage was not used. The use of leverage may also cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet any required asset segregation requirements.

Liquidity Risk

Liquidity risk is the risk that the Fund may invest in securities that trade in lower volumes and may be less liquid than other investments or that may become less liquid in response to market developments or adverse investor perceptions. When there is no willing buyer and investments cannot be readily sold, the Fund may have to sell them at a lower price or may not be able to sell the securities at all, each of which would have a negative effect on the Fund’s performance. Such securities may also be difficult to value and their values may be more volatile due to liquidity risk. Increased Fund redemption activity, which may occur in a rising interest rate environment or for other reasons, may negatively impact Fund performance and increase liquidity risk due to the need of the Fund to sell portfolio securities. The securities of many of the companies with medium sized capitalizations may have less “float” (the number of shares that normally trade) and less interest in the market and therefore are subject to liquidity risk.

Management Risk

The skills of the Adviser and the Sub-Adviser will play a significant role in the Fund’s ability to achieve its investment objective, and there is the risk that an investment strategy may fail to produce the intended results. The Fund’s ability to achieve its investment objectives depends on the investment skills and ability of the Adviser and the Sub-Adviser and on their ability to correctly identify economic trends, and there can be no assurance that the Fund will achieve its investment objective or achieve positive results. The Sub-Adviser’s judgments about the attractiveness, value and potential appreciation of particular securities may prove to be incorrect and may not anticipate actual market movements or the impact of economic conditions generally. No matter how well a portfolio manager evaluates market conditions, the securities a portfolio manager chooses may fail to produce the intended result, and you could lose money on your investment in the Fund.

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Market Risk

Market risk is the risk that the markets in which the Fund’s investments trade will increase or decrease in value. Prices may fluctuate widely over short or extended periods in response to company, market or economic news. Markets also tend to move in cycles, with periods of rising and falling prices. If there is a general decline in the securities and other markets, your investment in the Fund may lose value, regardless of the individual results of the securities and other instruments in which the Fund invests. Certain stocks may decline in value even during periods when the prices of equity securities in general are rising, or may not perform as well as the market in general.

Medium Capitalization Company Risk

The Fund invests in the securities of medium capitalization companies, which could entail greater risks than investing in larger, more established companies. Companies with medium sized market capitalization often have narrower markets, fewer products or services to offer and more limited managerial and financial resources than do larger, more established companies, and their stock prices may be based in substantial part on future expectations rather than current achievements. As a result, their performance can be more volatile, their securities may be less liquid and subject to more severe, abrupt or erratic market movements, they are more likely to be adversely affected by changes in earnings results and investor expectations or poor economic or market conditions, including those experienced during a recession, and they face a greater risk of business failure. Further, medium capitalization companies may have less publicly available information than larger, more established companies, and, when available, it may be inaccurate or incomplete.

Models Risk

The proprietary algorithm and software (collectively, “models”) used by the Sub-Adviser to determine or guide investment decisions may not achieve the objectives of the Fund. Any imperfections or limitations in the analyses and models could affect the ability of the Sub-Adviser to implement strategies. By necessity, these analyses and models make simplifying assumptions that limit their efficacy. Models that appear to explain prior market data can fail to predict future market events. Further, the data used in models may be inaccurate, and/or it may not include the most recent information about a company or a security. Additionally, the Sub-Adviser is able to adjust the models or, under certain adverse conditions, to deviate from the models employed by it. Such adjustments or deviations may not achieve the objectives of the Fund and may produce lower returns and/or higher volatility compared to what the returns and volatility of the Fund would have been if the Sub-Adviser had not adjusted or deviated from the models.

New Fund Risk

The Fund is new. Accordingly, investors in the Fund bear the risk that the Fund may not be successful in implementing its investment strategy or may not employ a successful investment strategy, which could result in the Fund being liquidated at any time without shareholder approval and could have negative tax consequences for shareholders. The Sub-Adviser also may not be fully able to implement their investment strategies within the regulatory constraints for mutual funds.

Options Risk

An option is an agreement that, for a premium payment or fee, gives the option holder (the purchaser) the right but not the obligation to buy (a “call option”) or sell (a “put option”) the underlying asset (or settle for cash an amount based on an underlying asset, rate, or index) at a specified price (the “exercise price”) during a period of time or on a specified date. Investments in options are considered speculative. When the Fund purchases an option, it may lose the premium paid for it if the price of the underlying security or other assets decreased or remained the same (in the case of a call option) or increased or remained the same (in the case of a put option). If a put or call option purchased by the Fund were permitted to expire without being sold or exercised, its premium would represent a loss to the Fund. When the Fund writes or sells an option, if the decline or increase in the underlying asset is significantly below or above the exercise price of the written option, the Fund could experience a substantial loss.

Index Call Option Writing Risk. An index call option is a contract that entitles the purchaser to receive from the seller a cash payment equal to the amount of any appreciation in the value of the reference index over the

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exercise price as of the valuation date of the option. Upon entering into the position, a premium is paid by the purchaser to the seller. When an index call option is exercised, the seller is required to deliver an amount of cash determined by the excess, if any, of the value of the index at contract termination over the exercise price of the option. Selling index call options can reduce the risk of owning the Stock Portfolio because declines in the value of the Stock Portfolio would be offset to the extent of the up-front cash (premium) received at the time of selling the call option. However, as the writer of an index call option, the Fund forgoes, during the option’s life, the opportunity to profit from increases in the market value of the index covering the call option above the sum of the option premium received and the exercise price of the call option. Since the Fund’s investment strategy does not contemplate investing in or replicating a particular index, the Fund will not profit from increases in market value of a particular index. Therefore, selling index call options also can limit the Fund’s opportunity to profit from an increase in the market value of the Stock Portfolio; however, only to the extent that the Stock Portfolio correlates with the index underlying the call option written by the Fund.

Price Volatility Risk

The value of the Fund’s investment portfolio will change as the prices of its investments go up or down. The Fund’s returns will vary, and you may lose money. Although stocks offer the potential for greater long-term growth than most debt securities, stocks generally have higher short-term volatility. Different parts of the market and different types of securities can react differently to developments. Issuer, political or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region or market as a whole. Prices of most securities tend to be more volatile in the short-term. Therefore, an investor who trades frequently or redeems in the short-term is more likely to incur a loss than an investor who holds investments for the longer-term. The fewer issuers in which the Fund invests there are, the greater the potential volatility of its portfolio will be.

Regulatory Risk

Recent instability in the financial markets has led the U.S. Government to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that have experienced extreme volatility, and in some cases a lack of liquidity. The Dodd-Frank Wall Street Reform and Consumer Protection Act includes a number of statutory provisions, rulemaking directives and required studies that could directly or indirectly impact the Fund through (i) provisions impacting the regulatory framework relating to the Fund; (ii) provisions impacting the Fund as an investor; (iii) enhancements to the enforcement authority of the U.S. Securities and Exchange Commission (“SEC”); (iv) risk regulation of “systemically important” financial institutions; and (v) mandated studies that may have further effects on the Fund. Such legislation may impact the Fund in ways that are unforeseeable.

Securities Selection Risk

The specific securities held in the Fund’s investment portfolio may underperform those held by other funds in the same asset class or benchmarks that are representative of the general performance of the asset class because of a portfolio manager’s choice of securities.

Short Sale Risk

The Fund may engage in short sales, transactions in which the Fund sells a security it does not own. To complete a short sale, the Fund must borrow the security (typically from brokers or other institutions) to deliver to the buyer. The Fund is then obligated to replace the borrowed security by purchasing the security at the market price at the time of replacement. This price may be more or less than the price at which the security was sold by the Fund and the Fund will incur a loss if the price of the security sold short increases between the time of the short sale and the time the Fund replaces the borrowed security. Because a borrowed security could theoretically increase in price without limitation, the loss associated with short selling is potentially unlimited. To the extent that the Fund reinvests proceeds received from selling securities short, it may effectively create leverage. Short sales also involve transaction and other costs that will reduce potential Fund gains and increase potential Fund losses.

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Value Stock Risk

Value stocks represent companies that tend to have lower than average price to earnings ratios and are therefore cheaper than average relative to the companies’ earnings. These companies may have relatively weak balance sheets, and during economic downturns, these companies may have insufficient cash flow to pay their debt obligations and may have difficulty finding additional financing needed for their operations. A value stock may not reach what the Sub-Adviser believes is its full market value if other investors fail to recognize the stock’s value or the catalyst that the Sub-Adviser believes will increase the price of the stock does not affect the price of the stock in the manner or to the degree that the Sub-Adviser anticipates. Additionally, the intrinsic value of a value stock may go down, or it may be appropriately priced at the time of purchase.

Other Important Information about the TCW Fund and its Investment Strategies and Risks

In addition to the principal investment strategies described in this Proxy Statement/Prospectus, the Fund may also make other types of investments, and, therefore, may be subject to other risks. Some of these risks are described in the Reorganization SAI.

Investment Adviser

The Fund’s investment Adviser is TCW Investment Management Company (the “Adviser”) and has its principal place of business at 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017. The Adviser was organized in 1987 as a wholly owned subsidiary of The TCW Group, Inc. (“TCW”). The Adviser is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

As of December 31, 2014, the Adviser and its affiliated companies, which provide a variety of trust, investment management and investment advisory services, had approximately $163.4 billion in assets under management or committed to management.

The Trust, on behalf of the Fund, and the Adviser have entered into an Investment Advisory and Management Agreement (the “Advisory Agreement”), under the terms of which the Fund has employed the Adviser to, subject to the direction and supervision of the Board, provide investment advisory and management services, including, among others, managing the investment of the assets of the Fund, administering the day-to-day operations of the Fund, furnishing to the Trust office space and all necessary office facilities, supplies and equipment, and arranging for officers or employees of the Adviser to serve, without compensation from the Trust, as officers, trustees or employees of the Trust.

Pursuant to the Advisory Agreement, the Adviser may employ one or more sub-advisers as the Adviser may believe to be particularly fitted to assist the Adviser in the performance of the Advisory Agreement, provided that the compensation of any sub-adviser shall be paid by the Adviser. Currently, the Fund has one sub-adviser, the Sub-Adviser.

Management Fees and Other Expenses

Under the Advisory Agreement, the Fund pays to the Adviser as compensation for the services rendered, facilities furnished, and expenses paid by it the following management fees (the “Management Fees”):

The Adviser, not the Fund, is responsible for the payment of sub-advisory fees to the Sub-Adviser. Under the Investment Sub-Advisory Agreement (the “Sub-Advisory Agreement”) with the Sub-Adviser, the Adviser pays to the Sub-Adviser as compensation for the services rendered thereunder the following sub-advisory fees:

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Pursuant to the Operating Expenses Agreement between the Adviser and the Fund (the “Operating Expenses Agreement”), the Adviser has agreed to waive its investment management fee and/or reimburse the operating expenses of the Fund to the extent the Fund’s operating expenses (excluding taxes, interest, brokerage commissions, dividends on securities sold short, acquired fund fees and expenses, and extraordinary expenses) exceed, in the aggregate, the rate per annum, as set forth below.

This contractual fee waiver/expense reimbursement will remain in place through October 31, 2016. During this term, only the Board may terminate or modify the terms of the Operating Expenses Agreement. The Adviser may request recoupment of previously waived fees and paid expenses from the Fund for three years from the date they were waived or paid, subject to any applicable expense caps at the time of recoupment or at the time of waiver and/or reimbursement, whichever is lower.

The Advisory Agreement and the Sub-Advisory Agreement were approved by a majority of the Board, including the Trustees who are not “interested persons” of the Trust, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), with respect to the Fund, at an in-person meeting called for the purpose of voting on such approval and held on March 9, 2015. A discussion regarding the basis for the Board’s approval of the Advisory Agreement and the Sub-Advisory Agreement for the Fund will be contained in the Trust’s semi-annual report to shareholders for the period ending April 30, 2015.

Manager of Managers Structure

The Adviser and the Trust have applied for and expect to receive an exemptive order from the SEC to operate under a manager of managers structure that, subject to certain conditions, permits the Adviser, with the approval of the Board, including a majority of the Independent Trustees, to appoint and replace sub-advisers, enter into sub-advisory agreements, and materially amend or terminate sub-advisory agreements on behalf of the Fund without shareholder approval (the “Manager of Managers Structure”). There is no guarantee that such exemptive order will be granted. Under the Manager of Managers Structure, the Adviser has responsibility, subject to the oversight of the Board, for evaluating the sub-advisers and recommending to the Board their hiring, termination, or replacement. The exemptive order also permits the Fund to disclose sub-advisory fees in the aggregate, and not individually, in the Trust’s registration statement. The exemptive order does not apply to any sub-adviser that is affiliated with the Trust or the Adviser.

The Manager of Managers Structure enables the Fund to operate with greater efficiency and without incurring the expense and delays associated with obtaining shareholder approvals for matters relating to sub-advisers or sub-advisory agreements. Operation of the Fund under the Manager of Managers Structure will not: (1) permit management fees paid by the Fund to the Adviser to be increased without shareholder approval; or (2) diminish the Adviser’s responsibilities to the Fund, including the Adviser’s overall responsibility for overseeing the portfolio management services furnished by the sub-advisers. Shareholders will be notified of the hiring of a new sub-adviser within 90 days after the hiring of the new sub-adviser.

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Sub-Adviser

As permitted by the Advisory Agreement, the Adviser has retained the Sub-Adviser, Gargoyle Investment Advisor L.L.C., to serve as the sub-adviser of the Fund, pursuant to the Sub-Advisory Agreement.

The Sub-Adviser is a New York limited liability company formed in 1999 and has its principal place of business at 285 Grand Avenue, Building One, Englewood, New Jersey 07631. The Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act. As of December 31, 2014, the Sub-Adviser had $411 million in assets under management and an additional $75 million in assets under advisement.

The Sub-Adviser specializes in sophisticated equity options strategies. It provides investment management services to institutional investors through the use of an option overlay strategy for equity portfolios. It also acts as the investment manager to various hedge funds and as the sub-adviser to a mutual fund.

Pursuant to the Sub-Advisory Agreement, the Sub-Adviser has full discretionary authority to manage the investment and reinvestment of the Fund’s assets, including the authority to purchase, sell, cover open positions, and generally deal in securities, derivatives and other property comprising or relating to the Fund.

Portfolio Managers

The summary section for the Fund at the beginning of the Prospectus provides the names and titles of the Fund’s portfolio managers as well as their tenure with the Fund. Please see the SAI for additional information about other accounts managed by the portfolio managers, the portfolio managers’ compensation and the portfolio managers’ ownership of shares of the Fund.

Listed below are the portfolio managers who provide the day-to-day management of the assets of the Fund, as well as a summary of each such portfolio manager’s business experience.

Joshua B. Parker. Mr. Parker is a Managing Partner of the Sub-Adviser. He has been the co-portfolio manager of RiverPark/Gargoyle Hedged Value Fund, an open-end registered investment company, since that Fund’s inception in April 2012 and has been a portfolio manager of that Fund’s predecessor partnership since January 1997. Mr. Parker has been a Managing Partner of The Gargoyle Group since 1998. From 1988 through 1998, Mr. Parker was General Counsel, then Executive Vice President, of Kenmar Advisory Corp. and its affiliates, one of the leading managers of managers in the managed futures industry. From 1986 to 1988, Mr. Parker was a member of, and an options market-maker on, the American Stock Exchange. From 1996 to 1999, Mr. Parker was also a member of the Government Relations Committee of the Managed Funds Association. Mr. Parker is a graduate of Yale University and the New York University School of Law.

Alan L. Salzbank. Mr. Salzbank is a Managing Partner of the Sub-Adviser. He has been the co-portfolio manager of RiverPark/Gargoyle Hedged Value Fund, an open-end registered investment company, since that Fund’s inception in April 2012 and has been a portfolio manager of that Fund’s predecessor partnership since January 1997. Mr. Salzbank has been a Managing Partner of The Gargoyle Group since 1999. From 1987 to 1998, Mr. Salzbank was a member of the American Stock Exchange. From 1985 to 1987, Mr. Salzbank was a retail branch manager in the Paramus, New Jersey office of Gruntal & Co. From 1980 to 1985, Mr. Salzbank was the Director of the futures department and a Limited Partner at Herzfeld & Stern. From 1975 to 1980, he was a Commodity Analyst and Futures Sales Specialist at Merrill Lynch, as well as the founding editor of the Merrill Lynch “Weekly Futures Report.” Mr. Salzbank is a graduate of the Wharton School of the University of Pennsylvania with a degree in Economics, and received an MBA from the New York University School of Business.

Payments by the Adviser

The Adviser pays certain costs of marketing the Fund from legitimate profits from its management fees and other resources available to it. The Adviser may also share with financial intermediaries (as defined below in the “Your Investment – Account Policies and Services – Calculation of NAV” section) certain marketing expenses or pay for the opportunity to distribute the Fund, sponsor informational meetings, seminars, client awareness events, support for marketing materials, or business building programs. The Adviser or its affiliates may pay amounts from their own resources to third parties, including brokerage firms, banks, financial advisers, retirement plan service

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providers, and other financial intermediaries for providing record keeping, sub-accounting, transaction processing and other administrative services. These payments, which may be substantial, are in addition to any fees that may be paid by the Fund for these types of or other services.

The amount of these payments is determined from time to time by the Adviser and may differ among such financial intermediaries. Such payments may provide incentives for such parties to make shares of the Fund available to their customers, and may allow the Fund greater access to such parties and their customers than would be the case if no payments were paid. Such access advantages include, but are not limited to, placement of the Fund on a list of mutual funds offered as investment options to the financial intermediary’s customers (sometimes referred to as “Shelf Space”); access to the financial intermediary’s registered representatives; and/or ability to assist in training and educating the financial intermediary’s registered representatives. These payment arrangements will not, however, change the price an investor pays for shares of the Fund or the amount that the Fund receives to invest on behalf of the investor. These payments may create potential conflicts of interests between an investor and a financial intermediary who is recommending a particular mutual fund over other mutual funds.

You may wish to consider whether such arrangements exist when evaluating any recommendations to purchase or sell shares of the Fund and you should contact your financial intermediary for details about any payments it may receive from the Fund or from the Adviser. Payments are typically based on a percentage of assets under management or based on the number of customer accounts or a combination thereof.

Multiple Class Structure

The Fund currently offers two classes of shares: Class I shares and Class N shares. Shares of each class of the Fund represent an equal pro rata interest in the Fund and both classes generally have the same voting, liquidation, and other rights. The Class I shares are offered at the current net asset value. The Class N shares are offered at the current net asset value, but are subject to fees imposed under a Share Marketing Plan (Rule 12b-1 Plan) (the “Distribution Plan”) adopted pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, the Fund compensates the Fund’s distributor for distribution and related services at a rate equal to 0.25% of the average daily net assets of the Fund attributable to its Class N shares. The fees may be used to pay the Fund’s distributor for distribution services and sales support services provided in connection with Class N shares. The fee may also be used to pay financial intermediaries for the sales support services and related expenses and shareholder servicing fees. The shareholder servicing fees are paid to compensate financial intermediaries for the administration and servicing of shareholder accounts and are not costs which are primarily intended to result in the sale of the Fund’s shares. Because these fees are paid out of the Fund’s Class N assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. Because the expenses of each class may differ, the performance of each class is expected to differ.

Other Shareholder Servicing Expenses Paid by the Fund

The Fund is authorized to compensate each broker-dealer and other third-party intermediary up to such percentage as approved by the Board of the assets serviced for the Fund by that intermediary for shareholder services. These services constitute sub-recordkeeping, sub-transfer agent or similar services and are similar in scope to services provided by the transfer agent to the Fund (the “Transfer Agent”). These expenses paid by the Fund would remain subject to any overall expense limitation applicable to the Fund. These expenses are in addition to any payment of any amounts through the Distribution Plan. This amount may be adjusted, subject to approval by the Board.

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How to Purchase Shares

Regular Purchases

The following table provides the Fund’s minimum initial and subsequent investment requirements for each share class. The minimums may be reduced or waived in some cases.

The price at which the Fund’s shares are bought or sold is called the net asset value per share (“NAV”). The NAV is computed once daily as of the close of regular trading on the New York Stock Exchange (“NYSE”), generally 4:00 p.m. Eastern Time, on each day that the NYSE is open for trading. In addition to Saturday and Sunday, the NYSE is closed on the days that the following holidays are observed: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas Day. Shares cannot be purchased by wire transactions on days when banks are closed. The Fund may close early on business days that the Securities Industry and Financial Markets Association recommends that the bond markets close early.