N-CSR 1 stringer-ncsr_022920.htm CERTIFIED ANNUAL SHAREHOLDER REPORT stringer-ncsr_022920.htm
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act File Number 811-21726

 

360 Funds

(Exact name of registrant as specified in charter)

 

4300 Shawnee Mission Parkway, Suite 100,      Fairway, KS  66205
(Address of principal executive offices) (Zip code)

 

The Corporation Trust Company

Corporation Trust Center

1209 Orange St.

Wilmington, DE 19801

 

(Name and address of agent for service)

 

With Copies To:

John H. Lively

Practus, LLP

11300 Tomahawk Creek Parkway, Suite 310

Leawood, KS 66211

 

 

 

Registrant’s telephone number, including area code: 877-244-6235

 

Date of fiscal year end: 02/29/2020

 

Date of reporting period: 02/29/2020

 

 

 

 

 

 

ITEM 1. REPORTS TO SHAREHOLDERS

 

The Annual report to Shareholders of the Stringer Growth Fund, a series of the 360 Funds (the “registrant”), for the fiscal year ended February 29, 2020 pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30e-1) is filed herewith.

  

 

 

Stringer Growth Fund

Class A Shares (Ticker Symbol: SRGAX)

Class C Shares (Ticker Symbol: SRGCX)

Institutional Class Shares (Ticker Symbol: SRGIX)

 

A series of the

360 Funds

 

ANNUAL REPORT

 

February 29, 2020

 

 

Investment Adviser

 

Stringer Asset Management, LLC

5050 Poplar Avenue, Suite 1103

Memphis, TN 38157

 

IMPORTANT NOTE: Beginning on January 1, 2021, as permitted by regulations adopted by the SEC, paper copies of the Stringer Growth Fund’s (the “Fund”) shareholder reports will no longer be sent by mail unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by calling or sending an e-mail request.

 

 

 

 

TABLE OF CONTENTS

 

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE   1
   
INVESTMENT HIGHLIGHTS 3
   
SCHEDULE OF INVESTMENTS 5
   
STATEMENT OF ASSETS AND LIABILITIES 6
   
STATEMENT OF OPERATIONS 7
   
STATEMENTS OF CHANGES IN NET ASSETS 8
   
FINANCIAL HIGHLIGHTS 9
   
NOTES TO THE FINANCIAL STATEMENTS 12
   
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 18
   
ADDITIONAL INFORMATION  20
   
EXPENSE EXAMPLES 24
   
BOARD APPROVAL OF RENEWAL OF INVESTMENT ADVISORY AGREEMENT 26

 

 

 

 

 

Dear Shareholders:

 

In last year’s Letter we said that our base-case scenario was constructive and built on solid U.S. economic fundamentals. We recognized that there were significant risks to the global economy and the markets including geo-political risks and trade wars but we thought that the global equity market could continue to appreciate.

 

During the fiscal year ended February 29, 2020, the Stringer Growth Fund (the “Fund”) had a return of 2.86%(a)versus 3.89% for the MSCI AC World Net Total Return Index(b).

 

On a broad asset allocation basis, the Fund has benefited from an overweight relative to the benchmarks to domestic equities, which outperformed during the period. Core equity positions, such as U.S. momentum as well as tactical positions in the software development and medical device spaces were key positive contributors. Conversely, the largest detractors were our core international equity positions.

 

Recently our view has changed based on the combined impacts of government and private sector responses to the coronavirus as well as effects of the Russia-Saudi Arabia dispute over the oil market. We now think that the odds of a recession have increased from being a possibility to being a probability. The typical recession, like we saw from the third quarter of 1990 to the first quarter of 1991 and the first quarter of 2001 to the fourth quarter of 2001, tends to last just a matter of months and is then followed by robust economic growth driven by pent up demand.

 

We monitor several broad economic areas to develop our expectations for economic and market conditions. These areas indicate that the U.S. has entered the most challenging economic and market environment of the current business cycle, which goes back more than a decade. Importantly, regardless of the type of shock (e.g. economic damage from a pandemic, housing crisis, oil market shock, etc.), the ramifications tend to be felt across this broad spectrum of leading economic indicators.

 

In aggregate, our indicators suggest that the economy will struggle for growth in the coming months and is likely heading for a brief yet deep recession, followed by a strong economic rebound. Pent up demand often results in a swift acceleration in the pace of economic activity.

 

Though we think that the U.S. economy will grow over the long-term, the pace of the next couple of quarters will depend on the depth of the government and private sector responses to the coronavirus. With odds of recession having increased, we reduced our exposures to economic risk and hold more cash and other defensive investments. This active risk management can help to protect the downside while leaving dry powder to pick up some great values when our work suggests that the time is right.

 

Thank you for your continued trust and support. Please let us know if there is anything we can do to help you.

 

Respectfully,

 

 

Gary Stringer, CFA

 

President of Stringer Asset Management, LLC

 

March 23, 2020

 

Stringer Asset Management, LLC | 5050 Poplar Avenue, Suite 1103 | Memphis, TN 38157 | 901-800-2956 | info@stringeram.com

 

1

 

 

 

 

(a) The performance information shown is for the Fund’s Institutional Class shares. Please see the Total Return Table on the following pages for performance information on the Fund’s Class A and Class C shares. The performance information quoted assumes the reinvestment of all dividend and capital gain distributions, if any, and represents past performance, which is not a guarantee of future results. The returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The investment return and principal value of an investment will fluctuate and, therefore, an investor’s shares, when redeemed, may be worth more or less than their original cost. Updated performance data current to the most recent month-end can be obtained by calling 1-877-244-6235. Investors should consider the investment objectives, risks, charges and expenses carefully before investing or sending money. This and other important information about the Fund can be found in the Fund’s prospectus. Please read it carefully before investing.

 

(b) MSCI AC World Net Total Return Index is a free-float weighted equity index that includes both emerging and developed world markets. Please note that indices do not take into account any fees and expenses of investing in the individual securities that they track and individuals cannot invest directly in any index.

 

Stringer Asset Management, LLC | 5050 Poplar Avenue, Suite 1103 | Memphis, TN 38157 | 901-800-2956 | info@stringeram.com

 

2

 

 

Stringer Growth Fund ANNUAL REPORT

INVESTMENT HIGHLIGHTS

February 29, 2020 (Unaudited)

 

The investment objective of the Stringer Growth Fund (the “Fund”) is long-term growth of capital. To meet its investment objective, the Fund will invest primarily in unaffiliated exchange-traded funds (“ETFs”). The underlying ETFs will invest in various securities including, but not limited to, domestic equity securities (including large-, mid-and small-cap stocks), stocks offered in international markets, including emerging markets, domestic fixed income securities, foreign debt securities, and cash or cash equivalents. The Fund may also invest in alternative sector ETFs, such as commodity and real estate ETFs, as well as exchange-traded notes (“ETNs”). ETNs are unsecured debt obligations of investment banks which are traded on exchanges and the returns of which are linked to the performance of market indices. The Fund will generally invest in ETNs which are linked to commodities indices; however, investing in ETNs is not equivalent to investing directly in index components or the relevant index itself. The Fund may also invest directly in domestic equity securities (including large-, small-and mid-cap stocks), stocks offered in international markets, including emerging markets, and unaffiliated open-end investment companies.

 

The Fund is designed to meet investor needs for a diversified portfolio solution with a defined risk objective of long-term growth through a fully managed investment policy utilizing primarily ETFs as well as United States and foreign equity securities, debt and money market securities, the combination of which will be varied from time to time both with respect to types of securities and markets in response to changing market and economic trends. The portfolio is built around a strategic allocation which allocates the portfolio’s investments to large cap stocks, small-and mid-cap stocks, international securities (including emerging markets), and other investments, primarily through investments in ETFs.

 

 

The percentages in the above graph are based on the portfolio holdings of the Fund as of February 29, 2020 and are subject to change.

 

3

 

 

Stringer Growth Fund ANNUAL REPORT

INVESTMENT HIGHLIGHTS

February 29, 2020 (Unaudited)

 

 

(1) The minimum initial investment for the Institutional Class shares is $1,000,000.

 

Returns as of February 29, 2020

 

 One Year

Ended

February 29, 2020

 

 Five Years

Ended

February 29, 2020

 

Since Inception of
March 27, 2013
through

February 29, 2020

Stringer Growth Fund Class A  without sales charge   2.70%   3.47%   5.50%
Stringer Growth Fund Class A  with sales charge   (2.95)%   2.31%   4.65%
Stringer Growth Fund Class C  without CDSC   1.99%   2.73%   4.73%
Stringer Growth Fund Class C  with CDSC   1.99%   2.73%   4.73%
Stringer Growth Fund Institutional Class   2.86%   3.73%   5.76%
MSCI AC World Net Total Return Index   3.89%   5.54%   7.41%

 

The performance information quoted in this annual report assumes the reinvestment of all dividend and capital gain distributions, if any, and represents past performance, which is not a guarantee of future results. The returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The investment return and principal value of an investment will fluctuate and, therefore, an investor’s shares, when redeemed, may be worth more or less than their original cost. Updated performance data current to the most recent month-end can be obtained by calling 1-877-244-6235.

 

The above graph depicts the performance of the Stringer Growth Fund versus the MSCI AC World Net Total Return Index. The MSCI AC World Net Total Return Index is a free-float weighted equity index that includes both emerging and developed world markets. Please note that indices do not take into account any fees and expenses of investing in the individual securities that they track and individuals cannot invest directly in any index.

 

As with any fund, save an index fund, that commonly compares its performance to the MSCI AC World Net Total Return Index, such a comparison may be said to be inappropriate because of the dissimilarity between the Fund’s investments and the securities comprising the index; so too with the Stringer Growth Fund, which will generally not invest in all the securities comprising this index.

 

4

 

 

STRINGER GROWTH FUND ANNUAL REPORT
SCHEDULE OF INVESTMENTS            
February 29, 2020            
             
    Shares     Value  
             
EXCHANGE-TRADED FUNDS - 100.09%                
                 
ASSET ALLOCATION FUNDS - 7.19%                
iShares Core Conservative Allocation ETF     19,933     $ 715,993  
SPDR Bloomberg Barclays Convertible Securities ETF     20,513       1,131,497  
              1,847,490  
DEBT FUNDS - 5.49%                
First Trust Low Duration Opportunities ETF     26,921       1,410,930  
                 
EQUITY FUNDS - 87.41%                
First Trust NASDAQ-100 Technology Sector Index Fund ETF     14,796       1,394,375  
FlexShares STOXX Global Broad Infrastructure Index Fund ETF     26,600       1,339,576  
Goldman Sachs ActiveBeta International Equity ETF     37,695       1,015,503  
Health Care Select Sector SPDR Fund ETF     12,604       1,167,256  
Invesco Russell 1000 Dynamic Multifactor ETF     68,156       1,992,200  
Invesco S&P 500 ex-Rate Sensitive Low Volatility ETF     20,727       772,288  
iShares Core Dividend Growth ETF     33,844       1,275,242  
iShares Edge MSCI International Momentum Factor ETF     45,930       1,345,749  
iShares Edge MSCI Min Vol Global ETF     29,221       2,634,858  
iShares Edge MSCI Min Vol USA ETF     21,572       1,321,716  
iShares Edge MSCI USA Momentum Factor ETF     27,192       3,287,513  
Overlay Shares Large Cap Equity ETF     26,243       650,039  
SPDR Portfolio S&P 500 Growth ETF     30,835       1,230,317  
Vanguard Value ETF     16,628       1,754,254  
WisdomTree International Equity Fund     26,821       1,270,243  
              22,451,129  
                 
TOTAL EXCHANGE-TRADED FUNDS (Cost $24,524,241)             25,709,549  
                 
TOTAL INVESTMENTS (Cost $24,524,241) - 100.09%           $ 25,709,549  
LIABILITIES IN EXCESS OF OTHER ASSETS, NET - (0.09)%             (24,290 )
NET ASSETS - 100%           $ 25,685,259  

 

Percentages are stated as a percent of net assets.
 
ETF - Exchange Traded Fund

 

The accompanying notes are an integral part of these financial statements.

 

5

 

  

STRINGER GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES

 

February 29, 2020 ANNUAL REPORT

 

Assets:      
Investments, at cost   $ 24,524,241  
Investments, at value   $ 25,709,549  
Due from Adviser     5,962  
Receivables:        
Interest     192  
Prepaid expenses     28,123  
Total assets     25,743,826  
         
Liabilities:        
Payables:        
Due to Custodian     26,727  
Accrued distribution (12b-1) fees     7,843  
Due to administrator     8,001  
Accrued expenses     15,996  
Total liabilities     58,567  
Net Assets   $ 25,685,259  
         
Sources of Net Assets:        
Paid-in beneficial interest   $ 23,706,378  
Total distributable earnings     1,978,881  
Total Net Assets (Unlimited $0 par value shares of beneficial interest authorized)   $ 25,685,259  
         
         
Class A Shares:        
Net assets   $ 3,730,088  
Shares Outstanding (Unlimited $0 par value shares of beneficial interest authorized)     326,767  
Net Asset Value Per Share   $ 11.42  
         
Maximum Offering Price Per Share (a)   $ 12.08  
         
Minimum Redemption Price Per Share (b)   $ 11.31  
         
Class C Shares:        
Net assets   $ 8,379,961  
Shares Outstanding (Unlimited $0 par value shares of beneficial interest authorized)     738,876  
Net Asset Value and Offering Price Per Share   $ 11.34  
         
Minimum Redemption Price Per Share (c)   $ 11.23  
         
Institutional Class Shares:        
Net assets   $ 13,575,210  
Shares Outstanding (Unlimited $0 par value shares of beneficial interest authorized)     1,188,353  
Net Asset Value, Offering and Redemption Price Per Share   $ 11.42  

 

(a) A maximum sales charge of 5.50% is imposed on Class A shares.
(b) Investments in Class A shares made at or above the $1 million breakpoint are not subject to an initial sales charge and may be subject to a 1.00% contingent deferred sales charge ("CDSC") on shares redeemed within one year from the date of purchase.
(c) A contingent deferred sales charge ("CDSC") of 1.00% is imposed in the event of certain Class C redemption transactions made within one year from the date of purchase.

 

The accompanying notes are an integral part of these financial statements.

 

6

 

 

STRINGER GROWTH FUND
STATEMENT OF OPERATIONS

 

ANNUAL REPORT

 

    For the  
    Year Ended  
    February 29, 2020  
       
Investment income:        
Dividends   $ 603,597  
Interest     12,187  
Total investment income     615,784  
         
Expenses:        
Management fees (Note 5)     282,273  
Distribution (12b-1) fees - Class A (Note 5)     10,428  
Distribution (12b-1) fees - Class C (Note 5)     97,572  
Accounting and transfer agent fees and expenses (Note 5)     89,810  
Trustee fees and expenses     28,544  
Miscellaneous     18,163  
Registration and filing fees     14,755  
Audit fees     13,000  
Legal fees     11,667  
Custodian fees     9,283  
Reports to shareholders     4,868  
Insurance     2,297  
Pricing fees     2,152  
Non-12b-1 shareholder servicing expense     1,755  
Total expenses     586,567  
         
Less: fees waived and expenses absorbed (Note 5)     (166,586 )
Net expenses     419,981  
         
Net investment income     195,803  
         
Realized and unrealized gain (loss):        
Net realized gain on:        
Investments (a)     1,410,369  
Net realized gain on investments     1,410,369  
         
Net change in unrealized appreciation on:        
Investments     (639,801 )
Net change in unrealized appreciation     (639,801 )
         
Net gain on investments     770,568  
         
Net increase in net assets resulting from operations   $ 966,371  

 

(a) Includes capital gains distributions from underlying investments of $642.

 

The accompanying notes are an integral part of these financial statements.

 

7

 

 

STRINGER GROWTH FUND
STATEMENTS OF CHANGES IN NET ASSETS

 

ANNUAL REPORT

 

    For the     For the  
    Year Ended     Year Ended  
    February 29, 2020     February 28, 2019  
             
Increase (decrease) in net assets from:                
Operations:                
Net investment income   $ 195,803     $ 263,636  
Net realized gain on investments     1,410,369       395,582  
Net change in unrealized appreciation on investments     (639,801 )     (1,884,979 )
Net increase (decrease) in net assets resulting from operations     966,371       (1,225,761 )
                 
Distributions to shareholders from:                
Total distributable earnings - Class A     (60,164 )     (422,950 )
Total distributable earnings - Class C     (57,991 )     (917,729 )
Total distributable earnings - Institutional Class     (251,010 )     (1,533,662 )
Total distributions     (369,165 )     (2,874,341 )
                 
Beneficial interest transactions (Note 3):                
Decrease in net assets from beneficial interest transactions     (5,846,061 )     (6,359,791 )
                 
Decrease in net assets     (5,248,855 )     (10,459,893 )
                 
Net Assets:                
Beginning of year     30,934,114       41,394,007  
                 
End of year   $ 25,685,259     $ 30,934,114  

 

The accompanying notes are an integral part of these financial statements.

 

8

 

 

STRINGER GROWTH FUND
FINANCIAL HIGHLIGHTS

 

ANNUAL REPORT

 

The following tables set forth the per share operating performance data for a share of beneficial interest outstanding, total return, ratios to average net assets and other supplemental data for the years indicated.

 

    Class A  
    For the     For the     For the     For the     For the  
    Year Ended     Year Ended     Year Ended     Year Ended       Year Ended  
    February 29, 2020     February 28, 2019     February 28, 2018     February 28, 2017     February 29, 2016  
                                         
                                         
Net Asset Value, Beginning of Year   $ 11.28     $ 12.65     $ 12.01     $ 10.45     $ 12.03  
                                         
Investment Operations:                                        
Net investment income     0.09  (d)     0.12       0.11       0.11       0.07  
Net realized and unrealized gain (loss) on investments     0.23       (0.47 )     1.46       1.56       (1.27 )
Total from investment operations     0.32       (0.35 )     1.57       1.67       (1.20 )
                                         
Distributions:                                        
From net investment income     (0.10 )     (0.09 )     (0.11 )     (0.11 )     (0.07 )
From net realized capital gains     (0.08 )     (0.93 )     (0.82 )           (0.31 )
Total distributions     (0.18 )     (1.02 )     (0.93 )     (0.11 )     (0.38 )
                                         
Net Asset Value, End of Year   $ 11.42     $ 11.28     $ 12.65     $ 12.01     $ 10.45  
                                         
Total Return (a)     2.70 %     (1.97 )%     13.09 %     15.98 %     (10.16 )%
                                         
Ratios/Supplemental Data                                        
Net assets, end of year (in 000's)   $ 3,730     $ 4,355     $ 10,083     $ 13,524     $ 18,368  
                                         
Ratio of expenses to average net assets:                                        
Before fees waived and expenses absorbed/recouped (b)     1.86 %     1.70 %     1.63 %     1.57 %     1.56 %
After fees waived and expenses absorbed/recouped (b)     1.30 %     1.30 %     1.37 %     1.57 %     1.65 %
                                         
Ratio of net investment income:                                        
Before fees waived and expenses absorbed/recouped (b) (c)     0.19 %     0.39 %     0.60 %     0.99 %     0.67 %
After fees waived and expenses absorbed/recouped (b) (c)     0.75 %     0.79 %     0.86 %     1.00 %     0.58 %
                                         
Portfolio turnover rate     68 %     68 %     126 %     79 %     144 %

 

(a) Total Return represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends. Had the Adviser not waived fees/reimbursed expenses, total returns would have been lower. The returns shown exclude the impact of any sales loads and contingent deferred sales charges.
(b) These ratios exclude the impact of the expenses of the underlying investment companies in which the Fund invests.
(c) Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
(d) Net investment income per share is based on average shares outstanding for the year ended February 29, 2020.

 

 

The accompanying notes are an integral part of these financial statements.

 

9

 

 

STRINGER GROWTH FUND
FINANCIAL HIGHLIGHTS

 

ANNUAL REPORT

 

The following tables set forth the per share operating performance data for a share of beneficial interest outstanding, total return, ratios to average net assets and other supplemental data for the years indicated.

 

    Class C  
    For the     For the     For the     For the     For the  
    Year Ended     Year Ended     Year Ended     Year Ended     Year Ended  
    February 29, 2020     February 28, 2019     February 28, 2018     February 28, 2017     February 29, 2016  
                                         
                                         
Net Asset Value, Beginning of Year   $ 11.19     $ 12.55     $ 11.92     $ 10.36     $ 11.94  
                                         
Investment Operations:                                        
Net investment income (loss)     0.00 (a) (f)     0.00 (a)     0.01       0.01       (0.01 )
Net realized and unrealized gain (loss) on investments     0.23       (0.43 )     1.46       1.55       (1.26 )
Total from investment operations     0.23       (0.43 )     1.47       1.56       (1.27 )
                                         
Distributions:                                        
From net investment income                 (0.02 )     (0.00 )(b)      
From net realized capital gains     (0.08 )     (0.93 )     (0.82 )           (0.31 )
Total distributions     (0.08 )     (0.93 )     (0.84 )     (0.00 )     (0.31 )
                                         
Net Asset Value, End of Year   $ 11.34     $ 11.19     $ 12.55     $ 11.92     $ 10.36  
                                         
Total Return (c)     1.99 %     (2.68 )%     12.27 %     15.08 %     (10.80 )%
                                         
Ratios/Supplemental Data                                        
Net assets, end of year (in 000's)   $ 8,380     $ 11,094     $ 14,648     $ 15,582     $ 20,373  
                                         
Ratio of expenses to average net assets:                                        
Before fees waived and expenses absorbed/recouped (d)     2.61 %     2.45 %     2.38 %     2.32 %     2.31 %
After fees waived and expenses absorbed/recouped (d)     2.05 %     2.05 %     2.12 %     2.32 %     2.40 %
                                         
Ratio of net investment income (loss):                                        
Before fees waived and expenses absorbed/recouped (d) (e)     (0.53 )%     (0.33 )%     (0.15 )%     0.24 %     (0.08 )%
After fees waived and expenses absorbed/recouped (d) (e)     0.03 %     0.07 %     0.11 %     0.25 %     (0.17 )%
                                         
Portfolio turnover rate     68 %     68 %     126 %     79 %     144 %

 

 

(a) Net investment income per share was less than $0.01 per share for the years ended February 29, 2020 and February 28, 2019.
(b) Net investment income distribution was less than $0.01 per share for the year ended February 28, 2017.
(c) Total Return represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends. Had the Adviser not waived fees/reimbursed expenses, total returns would have been lower. The returns shown exclude the impact of any contingent deferred sales charges.
(d) These ratios exclude the impact of the expenses of the underlying investment companies in which the Fund invests.
(e) Recognition of net investment income (loss) by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
(f) Net investment income per share is based on average shares outstanding for the year ended February 29, 2020.

 

The accompanying notes are an integral part of these financial statements.

 

10

 

 

 

STRINGER GROWTH FUND
FINANCIAL HIGHLIGHTS

 

 

ANNUAL REPORT

 

The following tables set forth the per share operating performance data for a share of beneficial interest outstanding, total return, ratios to average net assets and other supplemental data for the years indicated.

 

    Institutional Class  
    For the     For the     For the     For the     For the  
    Year Ended     Year Ended     Year Ended     Year Ended     Year Ended  
    February 29, 2020     February 28, 2019     February 28, 2018     February 28, 2017     February 29, 2016  
                                         
                                         
Net Asset Value, Beginning of Year   $ 11.29     $ 12.68     $ 12.04     $ 10.48     $ 12.05  
                                         
Investment Operations:                                        
Net investment income     0.12  (d)     0.14       0.15       0.14       0.09  
Net realized and unrealized gain (loss) on investments     0.22       (0.46 )     1.46       1.56       (1.26 )
Total from investment operations     0.34       (0.32 )     1.61       1.70       (1.17 )
                                         
Distributions:                                        
From net investment income     (0.13 )     (0.14 )     (0.15 )     (0.14 )     (0.09 )
From net realized capital gains     (0.08 )     (0.93 )     (0.82 )           (0.31 )
Total distributions     (0.21 )     (1.07 )     (0.97 )     (0.14 )     (0.40 )
                                         
Net Asset Value, End of Year   $ 11.42     $ 11.29     $ 12.68     $ 12.04     $ 10.48  
                                         
Total Return (a)     2.86 %     (1.69 )%     13.35 %     16.25 %     (9.88 )%
                                         
Ratios/Supplemental Data                                        
Net assets, end of year (in 000's)   $ 13,575     $ 15,485     $ 16,664     $ 15,348     $ 14,167  
                                         
Ratio of expenses to average net assets:                                        
Before fees waived and expenses absorbed/recouped (b)     1.61 %     1.45 %     1.38 %     1.32 %     1.31 %
After fees waived and expenses absorbed/recouped (b)     1.05 %     1.05 %     1.12 %     1.32 %     1.40 %
                                         
Ratio of net investment income:                                        
Before fees waived and expenses absorbed/recouped (b) (c)     0.46 %     0.79 %     0.85 %     1.24 %     0.92 %
After fees waived and expenses absorbed/recouped (b) (c)     1.02 %     1.19 %     1.11 %     1.25 %     0.83 %
                                         
Portfolio turnover rate     68 %     68 %     126 %     79 %     144 %

 

(a) Total Return represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends. Had the Adviser not waived fees/reimbursed expenses, total returns would have been lower.
(b) These ratios exclude the impact of the expenses of the underlying investment companies in which the Fund invests.
(c) Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
(d)  Net investment income per share is based on average shares outstanding for the year ended February 29, 2020.

 

The accompanying notes are an integral part of these financial statements.

 

11

 

 

Stringer Growth Fund ANNUAL REPORT
 

NOTES TO THE FINANCIAL STATEMENTS

February 29, 2020

 

1.             ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

The Stringer Growth Fund (the “Fund”) is a series of 360 Funds (the “Trust”). The Trust was organized on February 24, 2005 as a Delaware statutory trust. The Trust is registered as an open-end management investment company under the Investment Company Act of 1940 (the “1940 Act”). The Fund is a diversified fund. The Fund’s investment objective is long-term growth of capital. The Fund’s investment adviser is Stringer Asset Management, LLC (the “Adviser”). The Fund offers three classes of shares, Class A, Class C and Institutional Class shares. Each class of shares commenced operations on March 27, 2013. Each class differs as to sales and redemption charges and ongoing fees. Income and realized/unrealized gains or losses are allocated to each class based on relative share balances.

 

The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements. The Fund is an investment company that follows the accounting and reporting guidance of Accounting Standards Codification Topic 946 applicable to investment companies.

 

a)             Security Valuation – All investments in securities are recorded at their estimated fair value, as described in Note 2.

 

b)            Exchange-Traded Funds – The Fund may invest in Exchange-Traded Funds (“ETFs”). ETFs are registered investment companies and incur fees and expenses such as operating expenses, licensing fees, registration fees, trustees fees, and marketing expenses, and ETF shareholders, such as the Fund, pay their proportionate share of these expenses. Your cost of investing in the Fund will generally be higher than the cost of investing directly in ETFs. By investing in the Fund, you will indirectly bear fees and expenses charged by the underlying ETFs in which the Fund invests in addition to the Fund’s direct fees and expenses.

 

c)            Federal Income Taxes – The Fund has qualified and intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). It is the policy of the Fund to comply with the requirements of the Code applicable to regulated investment companies and to distribute substantially all of its net investment company taxable income and net capital gains. Therefore, no provision for federal income taxes is required.

 

As of and during the year ended February 29, 2020, the Fund did not have a liability for any unrecognized tax expenses. The Fund recognizes interest and penalties, if any, related to unrecognized tax liability as income tax expense in the Statement of Operations. During the year ended February 29, 2020, the Fund did not incur any interest or penalties. The Fund identifies its major tax jurisdictions as U.S. Federal and Delaware State. As required by accounting principles generally accepted in the United States of America (“GAAP”), ASC 740, management has analyzed the Fund’s tax positions taken on Federal income tax returns for all open tax years (tax years ended 2017, 2018 and 2019) and for the year ended February 29, 2020 and has concluded that no provision for income tax is required in these financial statements.

 

d)            Distributions to Shareholders – Dividends from net investment income and distributions of net realized capital gains, if any, will be declared and paid at least annually. Income and capital gain distributions, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. GAAP requires that permanent financial reporting differences relating to shareholder distributions be reclassified to paid-in beneficial interest. There were no reclassifications necessary for the year ended February 29, 2020.

 

e)            Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

f)             Other – Investment and shareholder transactions are recorded on trade date. The Fund determines the gain or loss realized from the investment transactions by comparing the original cost of the security lot sold with the net sales proceeds. Dividend income is recognized on the ex-dividend date or as soon as information is available to the Fund and interest income is recognized on an accrual basis. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.

 

 

12

 

 

Stringer Growth Fund ANNUAL REPORT
 

NOTES TO THE FINANCIAL STATEMENTS

February 29, 2020

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

g)            Contingent Deferred Sales Charges – For initial purchases of Class A shares of the Fund of $1 million or more, a broker-dealer’s commission (equal to 1.00% of such purchases over $1 million) may be paid by the Adviser to participating unaffiliated broker- dealers through whom such purchases are effected. A contingent deferred sales charge (“CDSC”) may be imposed upon certain redemptions of Class A shares purchased at net asset value in amounts totaling $1 million or more if the dealer’s commission described above was paid by the Adviser and the shares are redeemed within one year from the date of purchase. The Adviser may advance a commission to a dealer that sells such Class A shares and any CDSC will be reimbursed to the Adviser and will be equal to 1.00% of the lesser of (1) the net asset value at the time of purchase of the Class A shares being redeemed; or (2) the net asset value of such shares at the time of redemption. There were no CDSC Fees from Class A redemptions reimbursed to the Adviser during the year ended February 29, 2020.

 

For initial purchases of Class C shares of the Fund, a broker-dealer's commission (equal to 1.00% of such purchases) may be paid by the Adviser to participating unaffiliated broker-dealers through whom such purchases are effected. A CDSC of 1.00% may be imposed on certain redemptions of Class C shares that are redeemed within one year from the date of purchase. The Adviser may advance a commission to a dealer that sells Class C shares and any CDSC will be reimbursed to the Adviser and will be a percentage of the dollar amount of shares redeemed and will be assessed on an amount equal to the net asset value at the time of purchase of the Class C shares being redeemed. During the year ended February 29, 2020, CDSC Fees paid from Class C redemptions of $723 were reimbursed to the Adviser by the Fund.

 

2.            SECURITIES VALUATIONS

 

Processes and Structure

 

The Fund’s Board of Trustees has adopted guidelines for valuing securities and other derivative instruments including in circumstances in which market quotes are not readily available, and has delegated authority to the Adviser to apply those guidelines in determining fair value prices, subject to review by the Board of Trustees.

 

Hierarchy of Fair Value Inputs

 

The Fund utilizes various methods to measure the fair value of its investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The three levels of inputs are as follows:

 

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
Level 2 – Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates, and similar data.
Level 3 – Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based on the best information available.

 

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

 

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

 

13

 

 

Stringer Growth Fund ANNUAL REPORT
 

NOTES TO THE FINANCIAL STATEMENTS

February 29, 2020

 

2. SECURITIES VALUATIONS (continued)

 

Fair Value Measurements

 

A description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis follows.

 

Equity securities (common stock and ETFs) – Securities traded on a national securities exchange (or reported on the NASDAQ national market) are stated at the last reported sales price on the day of valuation. To the extent these securities are actively traded, and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy. Certain foreign securities may be fair valued using a pricing service that considers the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments such as American Depositary Receipts, financial futures, ETFs, and the movement of the certain indexes of securities based on a statistical analysis of the historical relationship and that are categorized in Level 2. Preferred stock and other equities traded on inactive markets or valued by reference to similar instruments are also categorized in Level 2.

 

Money market funds – Money market funds are valued at their net asset value of $1.00 per share and are categorized as Level 1.

 

The following table summarizes the inputs used to value the Fund’s assets and liabilities measured at fair value as of February 29, 2020.

 

Financial Instruments – Assets

 

Security Classification (1)   Level 1   Level 2   Level 3   Totals  
Exchange-Traded Funds (2)   $ 25,709,549     $     $     $ 25,709,549  
Total Assets   $ 25,709,549     $     $     $ 25,709,549  

 

 

  (1)        As of and during the year ended February 29, 2020, the Fund held no securities that were considered to be “Level 3” securities (those valued using significant unobservable inputs). Therefore, a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value is not applicable.
  (2)        All ETFs held in the Fund are Level 1 securities. For a detailed break-out of ETFs by investment type, please refer to the Schedule of Investments.

 

During the year ended February 29, 2020, no securities were valued using alternative procedures approved by the Board of Trustees.

 

3.            BENEFICIAL INTEREST TRANSACTIONS

 

Transactions in shares of beneficial interest for the Fund for the year ended February 29, 2020 were as follows:

 

    Sold     Redeemed     Reinvested     Net Decrease  
Class A                                
Shares     124,762       (188,353 )     4,368       (59,223 )
Value   $ 1,349,584     $ (2,182,882 )   $ 53,814     $ (779,484 )
Class C                                
Shares     35,466       (292,355 )     4,377       (252,512 )
Value   $ 421,155     $ (3,309,992 )   $ 53,663     $ (2,835,174 )
Institutional Class                                
Shares     283,038       (484,707 )     17,922       (183,747 )
Value   $ 3,296,540     $ (5,748,919 )   $ 220,976     $ (2,231,403 )

 

14

 

 

Stringer Growth Fund ANNUAL REPORT
 

NOTES TO THE FINANCIAL STATEMENTS

February 29, 2020

 

3.            BENEFICIAL INTEREST TRANSACTIONS (continued)

 

Transactions in shares of beneficial interest for the Fund for the year ended February 28, 2019 were as follows:

 

      Sold       Redeemed       Reinvested    

 

Net Increase  

(Decrease)   

 

Class A                                
Shares     55,872       (504,676 )     37,727       (411,077 )
Value   $ 703,755     $ (6,185,780 )   $ 387,837     $ (5,094,188 )
Class C                                
Shares     44,294       (303,879 )     84,037       (175,548 )
Value   $ 529,776     $ (3,659,093 )   $ 858,014     $ (2,271,303 )
Institutional Class                                
Shares     503,760       (576,743 )     130,851       57,868  
Value   $ 6,093,358     $ (6,432,802 )   $ 1,345,144     $ 1,005,700  

 

4. INVESTMENT TRANSACTIONS

 

For the year ended February 29, 2020, aggregate purchases and sales of investment securities (excluding short-term investments) for the Fund were as follows:

 

Purchases     Sales  
$ 19,667,820     $ 25,251,292  

 

There were no government securities purchased or sold during the year.

 

5. ADVISORY FEES AND OTHER RELATED PARTY TRANSACTIONS

 

The Fund has entered into an Investment Advisory Agreement (the “Advisory Agreement”) with the Adviser. Pursuant to the Advisory Agreement, the Adviser manages the operations of the Fund and manages the Fund’s investments in accordance with the stated policies of the Fund. As compensation for the investment advisory services provided to the Fund, the Adviser will receive a monthly management fee equal to an annual rate of 0.95% of the Fund’s net assets.

 

The Adviser has entered into an Expense Limitation Agreement with the Fund under which it has agreed to waive or reduce its fees and to assume other expenses of the Fund, if necessary, in an amount that limits the Fund’s annual operating expenses (exclusive of interest, taxes, brokerage fees and commissions, other expenditures that are capitalized in accordance with GAAP, acquired funds fees and expenses, other extraordinary expenses not incurred in the ordinary course of the Fund’s business, interest and dividend expense on securities sold short, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 of the Investment Company Act of 1940, as amended (the “1940 Act”)) to not more than 1.05% until and through at least June 30, 2020. The current contractual agreement cannot be terminated prior to at least one year after the effective date without the Board of Trustees’ approval. Please see the table below for information regarding the management fees earned, fee waivers and expenses reimbursed during the year ended February 29, 2020, as well as amounts due to (from) the Adviser at February 29, 2020.

 

  Management fees earned   $ 282,273  
  Fees waived and expenses reimbursed     166,586  
  Payable to (Due from) Adviser     (5,962 )

 

 

15

 

 

Stringer Growth Fund ANNUAL REPORT
 

 NOTES TO THE FINANCIAL STATEMENTS

February 29, 2020

 

5. ADVISORY FEES AND OTHER RELATED PARTY TRANSACTIONS (continued)

 

If, at any time, the annualized expenses of the Fund is less than the annualized expense limitation ratio, the Fund would reimburse the Adviser for any fees previously waived and/or expenses previously assumed; provided, however, that repayment would be payable only to the extent that it (a) can be made during the three (3) years following the time at which the Adviser waived fees or assumed expenses for the Fund, and (b) can be repaid without causing the expenses of the Fund to exceed the annualized expense limitation ratio. The amounts subject to repayment by the Fund, pursuant to the aforementioned conditions, are as follows:

 

  February 28, 2021   February 28, 2022   February 28, 2023   Totals  
  $ 112,166   $ 146,343   $ 166,586   $ 425,095  

 

The Fund has entered into an Investment Company Services Agreement (“ICSA”) with M3Sixty Administration, LLC (“M3Sixty”). Pursuant to the ICSA, M3Sixty will provide day-to-day operational services to the Fund including, but not limited to: (a) Fund accounting services; (b) financial statement preparation; (c) valuation of the Fund’s portfolio securities; (d) pricing the Fund’s shares; (e) assistance in preparing tax returns; (f) preparation and filing of required regulatory reports; (g) communications with shareholders; (h) coordination of Board and shareholder meetings; (i) monitoring the Fund’s legal compliance; and (j) maintaining shareholder account records.

 

For the year ended February 29, 2020, the Fund accrued servicing fees, including out of pocket expenses, and have amounts payable to M3Sixty as follows.

 

Service fees accrued   $ 89,810  
Service fees payable     8,001  

 

Certain officers and a Trustee of the Fund are also employees of M3Sixty.

 

The Fund has entered into a Distribution Agreement with Matrix 360 Distributors, LLC (“M3SixtyD”). Pursuant to the Distribution Agreement, M3SixtyD provides distribution services to the Fund. M3SixtyD serves as underwriter/distributor of the Fund.

 

M3SixtyD is an affiliate of M3Sixty.

  

The Fund has adopted a Distribution Plan (“Plan”) pursuant to Rule 12b-1 under the Investment Company Act of 1940 for each class of shares. The Fund may expend up to 1.00% for Class C shares and up to 0.25% for Class A shares of the Fund’s average daily net assets annually to pay for any activity primarily intended to result in the sale of shares of the Fund and the servicing of shareholder accounts, provided that the Trustees have approved the category of expenses for which payment is being made.

 

The distribution plans for the Class A and Class C shares of the Fund took effect March 27, 2013. For the year ended February 29, 2020, the Fund accrued 12b-1 expenses attributable to Class A shares and Class C shares as follows.

 

Class A   Class C
$ 10,428   $ 97,572

 

6.             TAX MATTERS

 

For U.S. Federal income tax purposes, the cost of securities owned, gross appreciation, gross depreciation, and net unrealized appreciation of the Fund’s investments at February 29, 2020 were as follows:

 

Cost   Gross Appreciation   Gross Depreciation   Net Appreciation
$ 24,524,241   $ 1,697,886   $ (512,578 )   $ 1,185,308

 

 

16

 

 

Stringer Growth Fund ANNUAL REPORT
 

NOTES TO THE FINANCIAL STATEMENTS

February 29, 2020

 

6.              TAX MATTERS (continued)

 

The tax character of distributions paid by the Fund during the fiscal year ended February 29, 2020 were as follows:

 

Long-Term Capital Gains   Ordinary Income
$ 178,774   $ 190,391

 

The tax character of distributions paid by the Fund during the fiscal year ended February 28, 2019 were as follows:

 

Long-Term Capital Gains   Ordinary Income
$ 1,869,555   $ 1,004,786

 

The Fund’s tax basis distributable earnings are determined only at the end of each fiscal year. As of February 29, 2020 the Fund’s most recent fiscal year end, the components of distributable earnings presented on an income tax basis were as follows:

 

Undistributed  

Ordinary
Income

  Undistributed
Long-Term
Capital Gains
  Post-October
Capital Losses &
Post-December
Ordinary Loss
 

Net
Unrealized

Appreciation

 

Total  

Distributable
Earnings

$ 89,495     $ 757,889     $ (53,811 )   $ 1,185,308     $ 1,978,881  

 

Under current tax law, net capital losses realized after October 31st and net ordinary losses incurred after December 31st may be deferred and treated as occurring on the first day of the following fiscal year. The Fund’s carryforward losses, post-October losses and post-December losses are determined only at the end of each fiscal year. As of February 29, 2020, the Fund elected to defer net capital losses and net ordinary losses as indicated in the chart below:

 

  Post-October Losses     Post-December Losses  
  Deferred       Utilized       Deferred       Utilized  
$ —       $ 384,181     $ 53,811     $ 59,253  

 

7.            COMMITMENTS AND CONTINGENCIES

 

In the normal course of business, the Trust may enter into contracts that may contain a variety of representations and warranties and provide general indemnifications. The Trust’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be estimated; however, management considers the risk of loss from such claims to be remote.

 

8.            SUBSEQUENT EVENTS

 

Management is currently evaluating the recent introduction of the COVID-19 virus and its impact on the financial services industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the fair value of the Fund’s investments and results of its operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

In accordance with GAAP, Management has evaluated the impact of all subsequent events of the Fund through the date the financial statements were issued, and has determined that there were no other subsequent events requiring recognition or disclosure in the financial statements.

 

 

17

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of 360 Funds

and the Shareholders of Stringer Growth Fund

 

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Stringer Growth Fund, a series of shares of beneficial interest in 360 Funds (the “Fund”), including the schedule of investments, as of February 29, 2020, and the related statement of operations for the year then ended and the statements of changes in net assets and the financial highlights for each of the years in the two-year period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of February 29, 2020, and the results of its operations for the year then ended and the changes in its net assets and its financial highlights for each of the years in the two-year period then ended, in conformity with accounting principles generally accepted in the United States of America. The financial highlights for the each of the years in the three-year period ended February 28, 2018 were audited by other auditors, whose report dated April 26, 2018, expressed an unqualified opinion on such financial highlights.

 

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities law and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

 

18

 

 

Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of February 29, 2020 by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

 

 

BBD, LLP

 

We have served as the auditor of one or more of the Funds in the 360 Funds since 2018.

 

Philadelphia, Pennsylvania

April 28, 2020

 

19

 

 

Stringer Growth Fund ANNUAL REPORT
 

ADDITIONAL INFORMATION

February 29, 2020 (Unaudited)

 

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (the “Commission”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC. Information on the operation of the Commission’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-877-244-6235; and on the Commission’s website at http://www.sec.gov.

 

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th is available without charge, upon request, by calling 1-877-244-6235; and on the Commission’s website at http://www.sec.gov.

 

Shareholder Tax Information - For the fiscal year ended February 29, 2020, certain dividends paid by the Fund may be subject to a maximum tax rate of 20%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The percentage of dividends declared from ordinary income designated as qualified dividend income was as 100%

 

Tax information is reported from the Fund's fiscal year and not calendar year, therefore, shareholders should refer to their Form 1099-DIV or other tax information which will be mailed in 2020 to determine the calendar year amounts to be included on their 2019 tax returns. Shareholders should consult their own tax advisors.

 

20

 

 

Stringer Growth Fund ANNUAL REPORT
 

ADDITIONAL INFORMATION

February 29, 2020

 

BOARD OF TRUSTEES, OFFICERS AND PRINCIPAL SHAREHOLDERS - (Unaudited)

 

The Trustees are responsible for the management and supervision of the Fund. The Trustees approve all significant agreements between the Trust, on behalf of the Fund, and those companies that furnish services to the Fund; review performance of the Fund; and oversee activities of the Fund. This section provides information about the persons who serve as Trustees and Officers to the Trust and Fund, respectively, as well as the entities that provide services to the Fund. The Statement of Additional Information of the Trust includes additional information about the Fund's Trustees and is available upon request, without charge, by calling (877) 244-6235.

 

Trustees and Officers.  Following are the Trustees and Officers of the Trust, their age and address, their present position with the Trust or the Fund, and their principal occupation during the past five years. Each of the Trustees of the Trust will generally hold office indefinitely. The Officers of the Trust will hold office indefinitely, except that: (1) any Officer may resign or retire and (2) any Officer may be removed any time by written instrument signed by at least two-thirds of the number of Trustees prior to such removal. In case a vacancy or an anticipated vacancy on the Board of Trustees shall for any reason exist, the vacancy shall be filled by the affirmative vote of a majority of the remaining Trustees, subject to certain restrictions under the 1940 Act. Those Trustees who are “interested persons” (as defined in the 1940 Act) by virtue of their affiliation with either the Trust or the Adviser, are indicated in the table. The address of each trustee and officer is 4300 Shawnee Mission Parkway, Suite 100, Fairway, KS 66205.

 

Name, Address and Year of Birth (“YOB”) Position(s) Held with Trust Length of Service

Principal Occupation(s)

During Past 5 Years 

Number of  Series Overseen

Other Directorships During Past

5 Years

Independent Trustees

Arthur Q. Falk

YOB : 1937

Trustee Since 2011 Retired. President, Murray Hill Financial Marketing, (financial marketing consultant) (1990–2012). Nine None

Tom M. Wirtshafter

YOB : 1954

Trustee Since  2011 Senior Vice President, American Portfolios Financial Services, (broker-dealer), American Portfolios Advisors (investment adviser) (2009-Present). Nine None

Gary W. DiCenzo 

YOB: 1962

 

Trustee

and

Independent

Chairman

 

Since 2014

 

Since 2019

 

Partner, Cognios Capital (investment management firm) (2015-present) Chief Executive officer 2015-2019; President and CEO, IMC Group, LLC (asset management firm consultant) (2010-2015). Nine FNEX Ventures (2018-present)

Steven D. Poppen

YOB : 1968

Trustee

 

Since 2018

 

Executive Vice President and Chief Financial Officer, Minnesota Vikings (professional sports organization) (1999-present). Nine M3Sixty Funds Trust (3 portfolios) (2015 – present); FNEX Ventures (2018- present)

Thomas J. Schmidt

YOB: 1963

Trustee Since 2018 Principal, Tom Schmidt & Associates Consulting, LLC (2015-Present); Vice President of the Mutual Fund and Alternative Investment Full Service Transfer Agent (1986-2014). Nine FNEX Ventures (2018-present)
Interested Trustee*          

Randall K. Linscott

 

YOB: 1971

 

President Since 2013 Chief Executive Officer, M3Sixty Administration, LLC (2013 – present); Chief Operating Officer, M3Sixty Administration LLC (2011-2013); Division Vice President, Boston Financial Data Services, (2005-2011). Nine M3Sixty Funds Trust (3 portfolios) (2015 – present)

* The Interested Trustee is an Interested Trustee because he is Chief Executive Officer and principal owner of M3Sixty Administration, LLC, the Fund's administrator and transfer agent.

21

 

 

Stringer Growth Fund ANNUAL REPORT
 

ADDITIONAL INFORMATION

February 29, 2020

 

BOARD OF TRUSTEES, OFFICERS AND PRINCIPAL SHAREHOLDERS - (Unaudited)(continued)

 

Name, Address and Year of Birth (“YOB”) Position(s) Held with Trust Length of Service

Principal Occupation(s)

During Past 5 Years

Number of  Series Overseen

Other Directorships During Past

5 Years

Officers

         

Andras P. Teleki

YOB: 1971

 

Chief Compliance Officer

and Secretary

 

Since 2015 Chief Legal Officer, M3Sixty Administration, LLC, M3Sixty Holdings, LLC, Matrix 360 Distributors, LLC and M3Sixty Advisors, LLC (2015-present); Chief Compliance Officer and Secretary, M3Sixty Funds Trust (2016-present); Chief Compliance Officer and Secretary, WP Trust (2016-present); Secretary and Assistant Treasurer, Capital Management Investment Trust (2015); Partner, K&L Gates (2009-2015). N/A N/A

Brandon J. Byrd

YOB: 1981

 

Assistant Secretary and Anti-Money Laundering Officer

 

Vice President

Since 2013

 

 

 

Since 2018 

Chief Operating Officer, M3Sixty Administration, LLC (2013-present); Anti-Money Laundering Compliance Officer, Monteagle Funds (2015-2016); Division Manager - Client Service Officer, Boston Financial Data Services (mutual find service provider) (2010-2012). N/A N/A

Larry E. Beaver, Jr.**

YOB: 1969

 

Assistant Treasurer Since 2017 Fund Accounting, Administration and Tax Officer, M3Sixty Administration, LLC (2017-Present); Director of Fund Accounting & Administration, M3Sixty Administration, LLC (2005-2017); Chief Accounting Officer, Amidex Funds, Inc. (2003-Present); Assistant Treasurer, Capital Management Investment Trust (July 2017-July 2018); Assistant Treasurer, M3Sixty Funds Trust (July 2017-Present; Assistant Treasurer, WP Funds Trust (July 2017-Present); Treasurer and Assistant Secretary, Capital Management Investment Trust (2008-July 2017); Treasurer, 360 Funds Trust (2007-2017); Treasurer, M3Sixty Funds Trust (2015-July 2017); Treasurer, WP Trust (2015-July 2017); Treasurer and Chief Financial Officer, Monteagle Funds (2008-2016). N/A N/A

John H. Lively

YOB: 1969

Assistant Secretary Since 2017 Attorney, Practus, LLP (law firm) (2010-present). N/A N/A

Ted L. Akins

YOB: 1974

Assistant Secretary Since 2018 Vice President of Operations, M3Sixty Administration, LLC (2012-present). N/A N/A
** Effective December 28, 2018, Larry E. Beaver, Jr. was assigned as Interim Treasurer until a new Treasurer is appointed by the Board.

 

22

 

 

Stringer Growth Fund ANNUAL REPORT
 

ADDITIONAL INFORMATION

February 29, 2020

 

BOARD OF TRUSTEES, OFFICERS AND PRINCIPAL SHAREHOLDERS - (Unaudited) (continued)

 

Remuneration Paid to Trustees and Officers - Officers of the Trust and Trustees who are “interested persons” of the Trust or the Adviser will receive no salary or fees from the Trust. Officers of the Trust and interested Trustees do receive compensation directly from certain service providers to the Trust, including Matrix 360 Distributors, LLC and M3Sixty Administration, LLC. Each Trustee who is not an “interested person” received a fee of $1,500 each year plus $200 per Board or committee meeting attended. Effective April 25, 2019, each Trustee who is not an “interested person” ( an “Independent Trustee”) will receive a $5,000 annual retainer (paid quarterly). In addition, each Independent Trustee will receive, on a per fund basis: (i) a fee of $1,500 per fund each year (paid quarterly); (ii) a fee of $200 per Board meeting attended; and (iii) a fee of $200 per committee meeting attended. The Trust will also reimburse each Trustee for travel and other expenses incurred in connection with, and/or related to, the performance of their obligations as a Trustee. Officers of the Trust will also be reimbursed for travel and other expenses relating to their attendance at Board meetings.

 

Name of Trustee1  

Aggregate
Compensation

From the Fund2

  Pension or Retirement
Benefits Accrued As Part
of Portfolio Expenses
  Estimated
Annual Benefits
Upon
Retirement
 

Total Compensation

From the

Fund

Paid to Trustees2

Independent Trustees
Arthur Q. Falk   $ 2,979     None   None   $ 2,979  
Tom M. Wirtshafter   $ 2,979     None   None   $ 2,979  
Gary W. DiCenzo   $ 2,979     None   None   $ 2,979  
Steven D. Poppen   $ 2,979     None   None   $ 2,979  
Thomas J. Schmidt   $ 2,979     None   None   $ 2,979  
Interested Trustees
Randall K. Linscott     None     Not Applicable   Not Applicable     None  

 

1 Each of the Trustees serves as a Trustee to the nine series of the Trust.
2 Figures are for the year ended February 29, 2020.

 

23

 

 

Stringer Growth Fund ANNUAL REPORT
 

February 29, 2020

 

Information About Your Fund’s Expenses - (Unaudited)

 

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, such as the sales charge (load) imposed on certain subscriptions and the contingent deferred sales charge (“CDSC”) imposed on certain short-term redemptions; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees; and other Fund expenses. The example below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

 

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

 

Actual Expenses – The first section of the table provides information about actual account values and actual expenses (relating to the example $1,000 investment made at the beginning of the period). You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes – The second section of the table provides information about the hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund to other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

 

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), CDSC fees, or exchange fees. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. For more information on transactional costs, please refer to the Fund’s prospectus.

 

   Expenses and Value of a $1,000 Investment for the period from 09/01/19 through 02/29/20

 

    Beginning Account
Value (09/01/2019)
  Annualized Expense
 Ratio for the Period
  Ending Account
Value (02/29/2020)
  Expenses Paid
 During Period (a)
Actual Fund Return (in parentheses)            
Class A (-0.99%)   $ 1,000.00       1.30 %   $ 990.10     $ 6.43  
Class C (-1.45%)   $ 1,000.00       2.05 %   $ 985.50     $ 10.12  
Institutional Class (-0.91%)   $ 1,000.00       1.05 %   $ 990.90     $ 5.20  
Hypothetical 5% Fund Return                                
Class A   $ 1,000.00       1.30 %   $ 1,018.40     $ 6.52  
Class C   $ 1,000.00       2.05 %   $ 1,014.70     $ 10.27  
Institutional Class   $ 1,000.00       1.05 %   $ 1,019.60     $ 5.27  

 

(a) Expenses are equal to the Fund’s annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period.

 

24

 

 

Stringer Growth Fund ANNUAL REPORT
 

February 29, 2020

 

Information About Your Fund’s Expenses - (Unaudited)(continued)

For more information on Fund expenses, please refer to the Fund’s prospectus, which can be obtained from your investment representative or by calling 1-877-244-6235. Please read it carefully before you invest or send money.

 

Total Fund operating expense ratios as stated in the current Fund prospectus dated June 28, 2019 were as follows:

 

Stringer Growth Fund Class A, gross of fee waivers or expense reimbursements 1.96%
Stringer Growth Fund Class A, after waiver and reimbursement* 1.56%
Stringer Growth Fund Class C, gross of fee waivers or expense reimbursements 2.71%
Stringer Growth Fund Class C, after waiver and reimbursement* 2.31%
Stringer Growth Fund Institutional Class, gross of fee waivers or expense reimbursements 1.71%
Stringer Growth Fund Institutional Class, after waiver and reimbursement* 1.31%

 

* Stringer Asset Management, LLC (the “Adviser”) entered into an Expense Limitation Agreement with the Fund under which it has agreed to waive or reduce its fees and to assume other expenses of the Fund, if necessary, in an amount that limits the Fund’s annual operating expenses (exclusive of interest, taxes, brokerage fees and commissions, other expenditures that are capitalized in accordance with generally accepted accounting principles, acquired funds fees and expenses, other extraordinary expenses not incurred in the ordinary course of the Fund’s business, interest and dividend expense on securities sold short, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 of the Investment Company Act of 1940, as amended (the “1940 Act”)) to not more than 1.05% until and through at least June 30, 2020. Subject to approval by the Fund’s Board, any waiver under the Expense Limitation Agreement is subject to repayment by the Fund within the three fiscal years following the year in which such waiver occurred, if the Fund is able to make the payment without exceeding the 1.05% expense limitation. The current contractual agreement cannot be terminated prior to at least one year after the effective date without the Board of Trustees’ approval. Total Gross Operating Expenses (Annualized) during the year ended February 29, 2020 were 1.86%, 2.61% and 1.61% for the Class A, Class C and Institutional Class shares, respectively. Please see the Information About Your Fund’s Expenses, the Financial Highlights and Notes to Financial Statements (Note 5) sections of this report for gross and net expense related disclosures during the year ended February 29, 2020.

 

25

 

 

Approval of the Investment Advisory Agreement Renewal for the Stringer Growth Fund (Unaudited)

 

At a meeting held on January 23, 2020, the Board of Trustees (the “Board”) considered the approval of the renewal of the Investment Advisory Agreement (the “Advisory Agreement”) between the Trust and Stringer Asset Management, LLC (the “Adviser”) in regard to the Stringer Growth Fund (the “Stringer Fund”).

 

Legal counsel (“Counsel”) reviewed with the Board a memorandum from Counsel and addressed to the Trustees that summarized, among other things, the fiduciary duties and responsibilities of the Board in reviewing and approving the renewal of the Investment Advisory Agreement (the “Advisory Agreement”) between the Trust and Stringer (the “Adviser,” solely for this portion of the minutes) concerning the Stringer Fund. A copy of this memorandum was circulated to the Trustees in advance of the Meeting. Counsel discussed with the Trustees the types of information and factors that should be considered by the Board to make an informed decision regarding the approval of the continuation of the Advisory Agreement, including the following material factors: (i) the nature, extent, and quality of the services provided by the Adviser; (ii) the investment performance of the Stringer Fund; (iii) the costs of the services provided and profits realized by the Adviser from the relationship with the Stringer Fund; (iv) the extent to which economies of scale would be realized if the Stringer Fund grows and whether advisory fee levels reflect those economies of scale for the benefit of the Stringer Fund’ investors; and (v) the Adviser’s practices regarding possible conflicts of interest.

 

In assessing these factors and reaching its decisions, the Board took into consideration information furnished for the Board’s review and consideration throughout the year at regular Board meetings, as well as information prepared or presented in connection with the annual renewal process, including information submitted to the Board in the Adviser’s presentation earlier in the Meeting. The Board requested and was provided with information and reports relevant to the annual renewal of the Advisory Agreement, including: (i) reports regarding the services and support provided to the Stringer Fund and its shareholders by the Adviser; (ii) quarterly assessments of the investment performance of the Stringer Fund from the Adviser; (iii) periodic commentary on the reasons for the performance; (iv) presentations by Stringer Fund’s management addressing the Adviser’s investment philosophy, investment strategy, personnel, and operations; (v) compliance and audit reports concerning the Stringer Fund and the Adviser; (vi) disclosure information contained in the registration statement of the Trust; and (vii) a memorandum from Counsel that summarized the fiduciary duties and responsibilities of the Board in reviewing and approving the Advisory Agreement, including the material factors set forth above and the types of information included in each factor that should be considered by the Board to make an informed decision.

 

The Board also requested and received various informational materials including, without limitation: (i) documents containing information about the Adviser, including financial information, a description of personnel and the services provided to the Stringer Fund, information on investment advice, performance, summaries of Stringer Fund’s expenses, compliance program, current legal matters, and other general information; (ii) comparative expense and performance information for other mutual funds with strategies similar to the Stringer Fund; and (iii)  benefits to be realized by the Adviser from its relationship with the Stringer Fund. The Board did not identify any information that was most relevant to its consideration to approve the Advisory Agreement, and each Trustee may have afforded different weights to the various factors.

 

(1)       The nature, extent, and quality of the services provided by the Adviser.

 

The Board considered the responsibilities the Adviser has under the Advisory Agreement for the Stringer Fund. The Board reviewed the services provided by the Adviser to the Stringer Fund including, without limitation: its processes for formulating investment recommendations and assuring compliance with the Stringer Fund’s investment objectives and limitations; its coordination of services for the Stringer Fund among the Stringer Fund’s service providers; and its efforts to promote the Stringer Fund, grow assets and assist in the distribution of Stringer Fund’s shares. The Board considered the Adviser’s staffing, personnel and methods of operating; the education and experience of the Adviser’s staff; and the Adviser’s compliance program, policies, and procedures. After reviewing the preceding and further information from the Adviser, the Board concluded that the nature, extent, and quality of the services provided by the Adviser was satisfactory and adequate for the Stringer Fund.

 

26

 

 

Approval of the Investment Advisory Agreement Renewal for the Stringer Growth Fund (Unaudited) (continued)

 

(2) Investment Performance of the Stringer Fund and the Adviser.

 

The Trustees compared the short- and long-term performance of the Stringer Fund with the performance of its benchmark index, or indices, as applicable, comparable funds with similar objectives and size managed by other investment advisers, and peer group indices (e.g., Morningstar category averages). The Trustees also considered the consistency of the Adviser’s management of the Stringer Fund with its investment objective and policies. The Trustees noted that the Stringer Fund trailed its benchmark and peer group average and median across all periods, but the fund was still competitive relative to some of its peers. The Trustees also considered the performance of the Stringer Fund relative that of the composites representing separate accounts managed by the Adviser having substantially similar strategies as the Stringer Fund. The Trustees noted that the performance of the Stringer Fund and the separate accounts has been similar and considered the Adviser’s expressed belief that the outperformance by the separate accounts is mostly a result of the higher expenses associated with the management and distribution of the Stringer Fund, as well as the impact of being forced to buy or sell at inopportune times resulting from inflows and outflows. Based on the preceding, the Board concluded that the investment performance information presented for the Stringer Fund was satisfactory.

 

(3) The costs of the services provided and profits realized by the Adviser from the relationship with the Stringer Fund.

 

The Trustees considered: the Adviser’s staffing, personnel and methods of operating; the financial condition of the Adviser and its level of commitment to the Fund; the asset levels of the Stringer Fund; and the overall expenses of the Stringer Fund. The Trustees considered the financial statements of the Adviser and the financial stability and productivity of the firm. The Trustees considered the fees and expenses of the Stringer Fund (including the management fee) relative to its peer group as of December 31, 2019. The Trustees noted that the management fee for the Stringer Fund was above the peer group median and average and towards the higher end of the category, but it was within a reasonable range for the category.

 

The Trustees also noted that the Stringer Fund’s net expense ratio was above the peer group average and median; they recognized that the Stringer Fund was substantially smaller than most of its peers, which affects the net expense ratio of the fund. The Trustees noted that regarding the Stringer Fund, the Adviser has entered into an expense limitation agreement according to which the Adviser has agreed to waive or reduce its fees and to assume other expenses of the Stringer Fund, if necessary, to limit each Fund’s annual operating expenses (with industry-standard exceptions) to not more than 1.05% through June 30, 2020. The Trustees also considered the fees assessed to the Adviser’s clients with separate accounts that were managed by the Adviser with strategies similar to the Stringer Fund and observed that the fees for such clients were generally lower than those assessed to the Stringer Fund – in this regard, the Trustees considered the Adviser’s representation that the Stringer Fund’ fees are higher, in general, due to the administrative and compliance burdens associated with the management of mutual funds. The Board also noted that the Adviser realizes a reasonable profit for its management of the Fund. Following this analysis and upon further consideration and discussion of the preceding, the Board concluded that the fees paid to the Adviser by each of the Stringer Fund were fair and reasonable.

 

(4) The extent to which economies of scale would be realized if the Stringer Fund grows and whether advisory fee levels reflect these economies of scale for the benefit of the Stringer Fund’s investors.

 

The Board considered the Stringer Fund’s fee arrangements with the Adviser. The Trustees determined that although the management fee would stay the same as asset levels increased, the shareholders of the Stringer Fund would benefit from the expense limitation arrangement for each of the Stringer Fund. The Trustees noted that while a breakpoint schedule in an advisory agreement would be beneficial, such a feature only had benefits if the fund’s assets were enough to realize the effect of the breakpoint. The Trustees noted that lower expenses for the Stringer Fund’s shareholders are realized immediately with the expense limitation arrangements with the Adviser. The Trustees noted that the Stringer Fund’s assets were at such levels that the expense limitation arrangements were providing benefits to the Stringer Fund’s shareholders currently.

 

27

 

 

Approval of the Investment Advisory Agreement Renewal for the Stringer Growth Fund (Unaudited) (continued)

 

The Trustees also noted that the Stringer Fund would benefit from economies of scale under its agreements with some of its service providers other than the Adviser as fees that were in place with those other service providers were either fixed or essentially semi-fixed, and the Board considered the Adviser’s efforts to work with M3Sixty to secure such arrangements for the Stringer Fund. Following further discussion of the Stringer Fund’s asset levels, expectations for growth and levels of fees, the Board determined that the Stringer Fund’s fee arrangements, in light of all the facts and circumstances, were fair and reasonable and that the expense limitation arrangement provided savings and protection for the benefit of the Stringer Fund’s investors.

 

(5) Possible conflicts of interest and benefits derived by the Adviser.

 

The Trustees evaluated the potential for conflicts of interest and considered such matters as: the experience and ability of the advisory and compliance personnel assigned to the Stringer Fund; the fact that the Adviser does not utilize soft dollars; the basis of decisions to buy or sell securities for the Stringer Fund; and the substance and administration of the Adviser’s code of ethics. Based on the preceding, the Board determined that the Adviser’s standards and practices relating to the identification and mitigation of possible conflicts of interest were satisfactory. It was noted that the Adviser indicated that the ability to place investors in the Stringer Fund, who did not meet the Adviser’s minimum separate account size, was an indirect benefit to the Adviser.

 

After additional consideration of the factors delineated in the memorandum provided by Counsel and further discussion among the Board, the Board determined that the compensation payable under the Advisory Agreement with respect to the Stringer Fund was fair, reasonable and within a range of what could have been negotiated at arms-length in light of all the surrounding circumstances, and they resolved to approve the Advisory Agreement with respect to the Stringer Fund.

 

28

 

 

 

360 FUNDS

4300 Shawnee Mission Parkway

Suite 100

Fairway, KS 66205

 

INVESTMENT ADVISER

Stringer Asset Management, LLC

5050 Poplar Avenue

Suite 1103

Memphis, TN 38157

 

ADMINISTRATOR & TRANSFER AGENT

M3Sixty Administration, LLC

4300 Shawnee Mission Parkway

Suite 100

Fairway, KS 66205

 

DISTRIBUTOR

Matrix 360 Distributors, LLC

4300 Shawnee Mission Parkway

Suite 100

Fairway, KS 66205

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BBD, LLP

1835 Market Street

3rd Floor

Philadelphia, PA 19103

 

LEGAL COUNSEL

Practus, LLP

11300 Tomahawk Creek Parkway

Suite 310

Leawood, KS 66211

 

CUSTODIAN BANK

Fifth Third Bank

Fifth Third Center
38 Fountain Square Plaza
Cincinnati, OH 45263

 

 

     
 

  

ITEM 2. CODE OF ETHICS.

 

(a) The registrant has, as of the end of the period covered by this report, adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

 

(b) During the period covered by this report, there were no amendments to any provision of the code of ethics.

 

(c)

During the period covered by this report, there were no waivers or implicit waivers of a provision of the code of ethics.

   
(d) The registrant’s Code of Ethics is filed herewith.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

 

  The registrant's Board of Trustees has determined that Tom M. Wirtshafter serves on its audit committee as the "audit committee financial expert" as defined in Item 3 of Form N-CSR.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

(a)

 

Audit Fees.  The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $11,000 with respect to the registrant’s fiscal year ended February 29, 2020 and $22,000 with respect to the registrant’s fiscal year ended February 28, 2019. The February 29, 2020 fees and the February 28, 2019 fees were both paid to BBD, LLP. 
   
(b) Audit-Related Fees.    There were no fees billed during the last two fiscal years for assurances and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item 4 of Form N-CSR.

 

(c) Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning were $2,000 with respect to the registrant’s fiscal year ended February 29, 2020 and $4,000 with respect to the registrant’s fiscal year ended February 28, 2019.  The services comprising these fees were the preparation of the registrant’s federal income and excise tax returns. The February 29, 2020 fees and the February 28, 2019 fees were both paid to BBD, LLP.

 

(d)

All Other Fees. The aggregate fees billed in last two fiscal years for products and services provided by the registrant’s principal accountant, other than the services reported in paragraphs (a) through (c) of this Item 4 of Form N-CSR were $0 for the fiscal year ended February 29, 2020 and $0 for the fiscal year ended February 28, 2019.

   
(e)(1)

The audit committee does not have pre-approval policies and procedures. Instead, the audit committee or audit committee chairman approves on a case-by-case basis each audit or non-audit service before the principal accountant is engaged by the registrant.

   
(e)(2) There were no services described in each of paragraphs (b) through (d) of this Item 4 of Form N-CSR that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X

 

     
 

 

(f)

Not applicable.

   
(g)

All non-audit fees billed by the registrant’s principal accountant for services rendered to the registrant for the last two fiscal years ended February 29, 2020 and February 28, 2019 are disclosed in paragraphs (b) through (c) above. There were no audit or non-audit services performed by the registrant's principal accountant for the registrant's adviser during the last two fiscal years.

   
(h) There were no non-audit services rendered to the registrant’s investment adviser.

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

Not applicable to the registrant.

 

ITEM 6. INVESTMENTS

 

Included in the Annual Report to Shareholders filed under Item 1 of this Form N-CSR.

 

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Not applicable as the Fund is an open-end management investment company.

 

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

 

Not applicable as the Fund is an open-end management investment company.

 

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

 

Not applicable as the Fund is an open-end management investment company.

 

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

Not applicable.

 

ITEM 11. CONTROLS AND PROCEDURES.

 

(a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the 1940 Act, are effective, as of a date within 90 days of the filing date of this report, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended.

 

(b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.

 

ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Not applicable as the Fund is an open-end management investment company.

 

     
 

 

ITEM 13. EXHIBITS

 

(1) Code of Ethics for Principal Executive and Senior Financial Officers is attached hereto.

 

(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed herewith.

 

(3) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are filed herewith.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

360 Fund

By: Randy Linscott   /s/ Randy Linscott  
Principal Executive Officer
Date:   May 4, 2020  

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the date indicated.

 

By  Randy Linscott                      /s/ Randy Linscott  
Principal Executive Officer
Date: May 4, 2020  

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the date indicated.

 

By Larry E. Beaver, Jr.   /s/ Larry E. Beaver, Jr.  
Assistant Treasurer and Acting Principal Financial Officer
Date: May 4, 2020