N-CSRS

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 811-22959

1290 FUNDS

(Exact name of registrant as specified in charter)

1345 Avenue of the Americas

New York, New York, 10105

(Address of principal executive offices)

Shane Daly

Executive Vice President and Secretary

Equitable Investment Management Group, LLC

1345 Avenue of the Americas

New York, New York 10105

(Name and Address of Agent for Service)

Copies to:

MARK AMOROSI, ESQ.

K&L Gates LLP

1601 K Street, N.W.

Washington, D.C. 20006

Registrant’s telephone number, including area code: (212) 554-1234

Date of fiscal year end: October 31

Date of reporting period: November 1, 2023 - April 30, 2024

Item 1.	Reports to Stockholders.
Item 1(a):

Semi-Annual Report

April 30, 2024

1290 Funds

Semi-Annual Report

April 30, 2024

Table of Contents

Funds
1290 Avantis® U.S. Large Cap Growth (formerly, 1290 Retirement 2060)	1
1290 Diversified Bond	11
1290 Essex Small Cap Growth	22
1290 GAMCO Small/Mid Cap Value	30
1290 High Yield Bond	41
1290 Loomis Sayles Multi-Asset Income	53
1290 Multi-Alternative Strategies	71
1290 Retirement 2020	78
1290 Retirement 2025	83
1290 Retirement 2030	88
1290 Retirement 2035	93
1290 Retirement 2040	98
1290 Retirement 2045	103
1290 Retirement 2050	108
1290 Retirement 2055	113
1290 SmartBeta Equity	118
Notes to Financial Statements	130
Control Person and Principal Holders of Securities (Unaudited)	151
Proxy Voting Policies and Procedures (Unaudited)	151
Quarterly Portfolio Holdings Information (Unaudited)	151

1290 AVANTIS^® U.S. LARGE CAP GROWTH FUND (Unaudited)

Sector Weightings as of April 30, 2024	% of Net Assets
Information Technology		38.4	%
Consumer Discretionary		16.2
Investment Companies		12.9
Communication Services		11.9
Industrials		10.0
Health Care		7.4
Financials		6.1
Consumer Staples		5.3
Energy		1.7
Materials		0.8
Utilities		0.3
Cash and Other		(11.0	)
		100.0	%
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Fund, you incur two types of costs:

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees and other Fund expenses. These examples are 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 examples are based on an investment of $1,000 invested at the beginning of the six-month period ended April 30, 2024 and held for the entire six-month period.

Actual Expenses

The first line of the following table provides information about actual account values and actual expenses. You may use the information in this line, 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 line 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 line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio 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 and 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), redemption fees, or exchange fees. Therefore, the second line 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.

EXAMPLE

	Beginning Account Value 11/1/23		Ending Account Value 4/30/24		Expenses Paid During Period* 11/1/23 - 4/30/24
Class A†
Actual		$1,000.00		$1,122.40		$3.99
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.39		4.52
Class I
Actual		1,000.00		1,199.30		3.52
Hypothetical (5% average annual return before expenses)		1,000.00		1,021.66		3.24
†  Commenced operations on November 30, 2023. * Expenses are equal to the Fund’s A and I shares annualized expense ratio of 0.90% and 0.64%, respectively, multiplied by the average account value over the period, and multiplied by 182/366 for the hypothetical example (to reflect the one-half year period) and multiplied by 153/366 for the actual example (to reflect the actual number of days the Fund was in operation in the period).

1

1290 FUNDS

1290 AVANTIS^® U.S. LARGE CAP GROWTH FUND

PORTFOLIO OF INVESTMENTS

April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
COMMON STOCKS:
Communication Services (11.9%)
Diversified Telecommunication Services (0.0%)†
Iridium Communications, Inc.		386	$	11,885
Entertainment (0.8%)
Live Nation Entertainment, Inc.*		65		5,779
Netflix, Inc.*		784		431,702
TKO Group Holdings, Inc., Class A		72		6,816
				444,297
Interactive Media & Services (11.0%)
Alphabet, Inc., Class A*		11,248		1,830,949
Alphabet, Inc., Class C*		9,367		1,542,183
Match Group, Inc.*		291		8,969
Meta Platforms, Inc., Class A		5,708		2,455,410
				5,837,511
Media (0.1%)
Charter Communications, Inc., Class A*		152		38,903
Total Communication Services				6,332,596
Consumer Discretionary (16.2%)
Automobiles (0.3%)
Tesla, Inc.*		943		172,833
Broadline Retail (5.8%)
Amazon.com, Inc.*		16,709		2,924,075
Coupang, Inc., Class A*		6,210		139,725
Etsy, Inc.*		69		4,738
				3,068,538
Distributors (0.3%)
Pool Corp.		467		169,301
Diversified Consumer Services (0.0%)†
H&R Block, Inc.		151		7,132
Hotels, Restaurants & Leisure (2.9%)
Airbnb, Inc., Class A*		717		113,695
Booking Holdings, Inc.		23		79,397
Chipotle Mexican Grill, Inc.*		158		499,217
Choice Hotels International, Inc. (x)		266		31,457
Churchill Downs, Inc.		230		29,670
Darden Restaurants, Inc.		625		95,881
Domino’s Pizza, Inc.		47		24,876
Expedia Group, Inc.*		377		50,756
Hilton Worldwide Holdings, Inc.		111		21,898
Las Vegas Sands Corp.		2,717		120,526
Marriott International, Inc., Class A		201		47,462
McDonald’s Corp.		144		39,318
Norwegian Cruise Line Holdings Ltd.*		1,492		28,229
Planet Fitness, Inc., Class A*		47		2,812
Royal Caribbean Cruises Ltd.*		797		111,285
Starbucks Corp.		479		42,387
Texas Roadhouse, Inc., Class A		976		156,921
Wingstop, Inc.		55		21,163
Wynn Resorts Ltd.		5		458
Yum! Brands, Inc.		254		35,877
				1,553,285
Household Durables (0.0%)†
NVR, Inc.*		2		14,878
Leisure Products (0.0%)†
Brunswick Corp.		82		6,613
Polaris, Inc.		38		3,236
				9,849
Specialty Retail (5.4%)
AutoZone, Inc.*		13		38,433
Best Buy Co., Inc.		325		23,933
Burlington Stores, Inc.*		1,041		187,318
CarMax, Inc.*		83		5,641
Dick’s Sporting Goods, Inc.		21		4,220
Five Below, Inc.*		434		63,512
Floor & Decor Holdings, Inc., Class A*		1,555		171,563
Home Depot, Inc. (The)		2,032		679,135
Lowe’s Cos., Inc.		269		61,329
Murphy USA, Inc.		251		103,869
O’Reilly Automotive, Inc.*		45		45,597
RH*		2		494
Ross Stores, Inc.		2,611		338,255
TJX Cos., Inc. (The)		5,958		560,588
Tractor Supply Co.		1,086		296,565
Ulta Beauty, Inc.*		571		231,164
Valvoline, Inc.*		26		1,105
Wayfair, Inc., Class A (x)*		59		2,959
Williams-Sonoma, Inc.		122		34,987
				2,850,667
Textiles, Apparel & Luxury Goods (1.5%)
Crocs, Inc.*		1,010		125,614
Deckers Outdoor Corp.*		343		280,735
Lululemon Athletica, Inc.*		685		247,011
NIKE, Inc., Class B		1,562		144,110
Skechers USA, Inc., Class A*		113		7,464
Tapestry, Inc.		243		9,700
				814,634
Total Consumer Discretionary				8,661,117
Consumer Staples (5.3%)
Beverages (0.9%)
Brown-Forman Corp., Class A		36		1,766
Brown-Forman Corp., Class B		229		10,958
Celsius Holdings, Inc.*		603		42,976
Coca-Cola Co. (The)		1,728		106,739
Monster Beverage Corp.*		1,863		99,577
PepsiCo, Inc.		1,269		223,230
				485,246
Consumer Staples Distribution & Retail (3.4%)
BJ’s Wholesale Club Holdings, Inc.*		440		32,859
Casey’s General Stores, Inc.		47		15,020
Costco Wholesale Corp.		1,320		954,228
Dollar General Corp.		963		134,040
Maplebear, Inc.*		71		2,423
Sysco Corp.		1,609		119,581
Target Corp.		3,358		540,571
				1,798,722
Food Products (0.2%)
Hershey Co. (The)		499		96,766
Lamb Weston Holdings, Inc.		198		16,501
				113,267

See Notes to Financial Statements.

2

1290 FUNDS

1290 AVANTIS^® U.S. LARGE CAP GROWTH FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
Household Products (0.7%)
Church & Dwight Co., Inc.		649	$	70,021
Clorox Co. (The)		657		97,150
Kimberly-Clark Corp.		1,232		168,205
Procter & Gamble Co. (The)		344		56,141
				391,517
Personal Care Products (0.1%)
Estee Lauder Cos., Inc. (The), Class A		139		20,393
Kenvue, Inc.		2,228		41,931
				62,324
Total Consumer Staples				2,851,076
Energy (1.7%)
Energy Equipment & Services (0.1%)
Halliburton Co.		1,115		41,779
Oil, Gas & Consumable Fuels (1.6%)
Antero Midstream Corp.		1,170		16,193
APA Corp.		2,490		78,286
Cheniere Energy, Inc.		1,331		210,058
Hess Corp.		912		143,631
New Fortress Energy, Inc. (x)		623		16,323
ONEOK, Inc.		104		8,228
Ovintiv, Inc.		1,148		58,915
Targa Resources Corp.		2,438		278,078
Texas Pacific Land Corp.		126		72,614
				882,326
Total Energy				924,105
Financials (6.1%)
Banks (0.1%)
First Citizens BancShares, Inc., Class A		8		13,494
NU Holdings Ltd., Class A*		3,100		33,666
				47,160
Capital Markets (1.6%)
Ameriprise Financial, Inc.		924		380,494
Blackstone, Inc.		413		48,160
FactSet Research Systems, Inc.		148		61,700
KKR & Co., Inc.		409		38,066
LPL Financial Holdings, Inc.		507		136,449
Moody’s Corp.		356		131,837
MSCI, Inc.		41		19,097
S&P Global, Inc.		6		2,495
XP, Inc., Class A		374		7,656
				825,954
Consumer Finance (0.2%)
American Express Co.		347		81,208
Financial Services (3.1%)
Apollo Global Management, Inc.		2,321		251,550
Fiserv, Inc.*		45		6,870
Mastercard, Inc., Class A		1,585		715,152
Visa, Inc., Class A		2,626		705,370
				1,678,942
Insurance (1.1%)
Arch Capital Group Ltd.*		369		34,516
Everest Group Ltd.		45		16,489
Kinsale Capital Group, Inc.		217		78,825
Marsh & McLennan Cos., Inc.		313		62,422
Primerica, Inc.		343		72,668
Progressive Corp. (The)		1,512		314,874
RenaissanceRe Holdings Ltd.		129		28,283
				608,077
Total Financials				3,241,341
Health Care (7.4%)
Biotechnology (1.8%)
AbbVie, Inc.		2,649		430,833
Alnylam Pharmaceuticals, Inc.*		80		11,516
Amgen, Inc.		470		128,752
BioMarin Pharmaceutical, Inc.*		98		7,914
Incyte Corp.*		233		12,128
Neurocrine Biosciences, Inc.*		434		59,692
Regeneron Pharmaceuticals, Inc.*		16		14,251
Vertex Pharmaceuticals, Inc.*		772		303,249
				968,335
Health Care Equipment & Supplies (1.9%)
Abbott Laboratories		57		6,040
Align Technology, Inc.*		618		174,511
Dexcom, Inc.*		1,392		177,327
Edwards Lifesciences Corp.*		1,629		137,927
IDEXX Laboratories, Inc.*		559		275,453
Intuitive Surgical, Inc.*		332		123,046
ResMed, Inc.		409		87,522
Stryker Corp.		66		22,209
				1,004,035
Health Care Providers & Services (0.9%)
Cardinal Health, Inc.		159		16,383
Cencora, Inc.		553		132,195
Cigna Group (The)		8		2,856
Elevance Health, Inc.		54		28,543
HCA Healthcare, Inc.		33		10,224
Humana, Inc.		230		69,481
McKesson Corp.		42		22,563
Molina Healthcare, Inc.*		368		125,893
UnitedHealth Group, Inc.		178		86,099
				494,237
Life Sciences Tools & Services (0.7%)
Agilent Technologies, Inc.		627		85,924
Illumina, Inc.*		164		20,180
Mettler-Toledo International, Inc.*		26		31,972
Thermo Fisher Scientific, Inc.		62		35,261
Waters Corp.*		253		78,187
West Pharmaceutical Services, Inc.		272		97,235
				348,759
Pharmaceuticals (2.1%)
Eli Lilly and Co.		1,074		838,901
Jazz Pharmaceuticals plc*		216		23,922
Merck & Co., Inc.		302		39,025
Zoetis, Inc.		1,446		230,261
				1,132,109
Total Health Care				3,947,475

See Notes to Financial Statements.

3

1290 FUNDS

1290 AVANTIS^® U.S. LARGE CAP GROWTH FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
Industrials (10.0%)
Aerospace & Defense (0.3%)
Boeing Co. (The)*		43	$	7,217
BWX Technologies, Inc.		175		16,760
Lockheed Martin Corp.		311		144,593
TransDigm Group, Inc.		9		11,232
				179,802
Air Freight & Logistics (0.3%)
Expeditors International of Washington, Inc.		241		26,826
United Parcel Service, Inc., Class B		869		128,160
				154,986
Building Products (0.6%)
A.O. Smith Corp.		132		10,935
Advanced Drainage Systems, Inc.		871		136,747
Armstrong World Industries, Inc.		184		21,138
Trex Co., Inc.*		1,420		125,741
				294,561
Commercial Services & Supplies (1.1%)
Cintas Corp.		210		138,251
Copart, Inc.*		3,666		199,100
Rollins, Inc.		1,042		46,432
Waste Management, Inc.		888		184,722
				568,505
Construction & Engineering (0.2%)
EMCOR Group, Inc.		204		72,862
Quanta Services, Inc.		153		39,560
				112,422
Electrical Equipment (0.0%)†
Vertiv Holdings Co., Class A		198		18,414
Ground Transportation (1.5%)
Avis Budget Group, Inc.		7		668
CSX Corp.		1,724		57,271
JB Hunt Transport Services, Inc.		211		34,302
Landstar System, Inc.		371		64,706
Old Dominion Freight Line, Inc.		1,550		281,651
Saia, Inc.*		39		15,477
Uber Technologies, Inc.*		505		33,466
U-Haul Holding Co. (Nasdaq Stock Exchange)*		39		2,466
U-Haul Holding Co. (New York Stock exchange)		423		25,938
Union Pacific Corp.		1,290		305,937
				821,882
Industrial Conglomerates (0.0%)†
Honeywell International, Inc.		88		16,960
Machinery (2.8%)
Caterpillar, Inc.		1,843		616,613
Deere & Co.		1,245		487,305
Donaldson Co., Inc.		648		46,786
Graco, Inc.		532		42,666
Illinois Tool Works, Inc.		696		169,901
Lincoln Electric Holdings, Inc.		694		152,354
Otis Worldwide Corp.		26		2,371
				1,517,996
Passenger Airlines (0.1%)
American Airlines Group, Inc.*		421		5,688
Delta Air Lines, Inc.		355		17,775
				23,463
Professional Services (1.7%)
Automatic Data Processing, Inc.		1,199		290,026
Booz Allen Hamilton Holding Corp.		515		76,050
Broadridge Financial Solutions, Inc.		234		45,258
Paychex, Inc.		2,242		266,372
Paycom Software, Inc.		339		63,725
Verisk Analytics, Inc.		676		147,341
				888,772
Trading Companies & Distributors (1.4%)
Fastenal Co.		3,872		263,064
United Rentals, Inc.		129		86,171
Watsco, Inc.		46		20,595
WW Grainger, Inc.		407		374,989
				744,819
Total Industrials				5,342,582
Information Technology (38.4%)
Communications Equipment (0.7%)
Arista Networks, Inc.*		678		173,948
Motorola Solutions, Inc.		570		193,315
Ubiquiti, Inc.		3		323
				367,586
Electronic Equipment, Instruments & Components (0.5%)
CDW Corp.		461		111,497
Jabil, Inc.		1,013		118,886
Keysight Technologies, Inc.*		138		20,416
				250,799
IT Services (1.1%)
Accenture plc, Class A		1,170		352,065
EPAM Systems, Inc.*		287		67,519
Gartner, Inc.*		337		139,043
GoDaddy, Inc., Class A*		388		47,483
Twilio, Inc., Class A*		44		2,635
VeriSign, Inc.*		4		678
				609,423
Semiconductors & Semiconductor Equipment (14.2%)
Advanced Micro Devices, Inc.*		1,621		256,734
Allegro MicroSystems, Inc.*		476		14,132
Applied Materials, Inc.		3,363		668,060
Broadcom, Inc.		783		1,018,111
Enphase Energy, Inc.*		854		92,881
KLA Corp.		534		368,081
Lam Research Corp.		697		623,404
Microchip Technology, Inc.		927		85,266
NVIDIA Corp.		4,306		3,720,470
QUALCOMM, Inc.		3,276		543,325
Teradyne, Inc.		656		76,306
Texas Instruments, Inc.		663		116,966
				7,583,736
Software (13.3%)
Adobe, Inc.*		440		203,645

See Notes to Financial Statements.

4

1290 FUNDS

1290 AVANTIS^® U.S. LARGE CAP GROWTH FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
AppLovin Corp., Class A*		153	$	10,797
Autodesk, Inc.*		731		155,593
Dropbox, Inc., Class A*		253		5,859
Fair Isaac Corp.*		32		36,266
Fortinet, Inc.*		1,481		93,570
Intuit, Inc.		493		308,431
Manhattan Associates, Inc.*		294		60,582
Microsoft Corp.		13,633		5,307,736
Nutanix, Inc., Class A*		61		3,703
Oracle Corp.		1,177		133,884
Palo Alto Networks, Inc.*		635		184,715
Salesforce, Inc.		1,270		341,554
ServiceNow, Inc.*		370		256,532
				7,102,867
Technology Hardware, Storage & Peripherals (8.6%)
Apple, Inc.		26,611		4,532,652
HP, Inc.		162		4,551
NetApp, Inc.		293		29,947
Pure Storage, Inc., Class A*		909		45,814
				4,612,964
Total Information Technology				20,527,375
Materials (0.8%)
Chemicals (0.4%)
Linde plc		52		22,930
PPG Industries, Inc.		219		28,251
RPM International, Inc.		295		31,539
Sherwin-Williams Co. (The)		487		145,910
				228,630
Construction Materials (0.3%)
Eagle Materials, Inc.		371		93,013
Vulcan Materials Co.		114		29,370
				122,383
Containers & Packaging (0.1%)
Avery Dennison Corp.		54		11,733
Graphic Packaging Holding Co.		2,046		52,889
				64,622
Total Materials				415,635
Utilities (0.3%)
Independent Power and Renewable Electricity Producers (0.3%)
AES Corp. (The)		4,490		80,371
Vistra Corp.		991		75,158
Total Utilities				155,529
Total Common Stocks (98.1%) (Cost $49,569,383)				52,398,831
SHORT-TERM INVESTMENTS:
Investment Companies (12.9%)
Invesco Government & Agency Portfolio, Institutional Shares 5.24% (7 day yield) (xx)		38,695		38,694
JPMorgan Prime Money Market Fund, IM Shares 5.56% (7 day yield)		6,828,531		6,829,897
Total Investment Companies				6,868,591
Total Short-Term Investments (12.9%) (Cost $6,868,591)				6,868,591
Total Investments in Securities (111.0%) (Cost $56,437,974)				59,267,422
Other Assets Less Liabilities (-11.0%)				(5,879,660	)
Net Assets (100%)			$	53,387,762

* Non-income producing.

† Percent shown is less than 0.05%.

(x) All or a portion of security is on loan at April 30, 2024.

(xx) At April 30, 2024, the Fund had loaned securities with a total value of $37,281. This was collateralized by cash of $38,694 which was subsequently invested in investment companies as detailed in the Notes to the Financial Statements.

See Notes to Financial Statements.

5

1290 FUNDS

1290 AVANTIS^® U.S. LARGE CAP GROWTH FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of April 30, 2024:

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Common Stocks
Communication Services	$	6,332,596	$	—	$	—	$	6,332,596
Consumer Discretionary		8,661,117		—		—		8,661,117
Consumer Staples		2,851,076		—		—		2,851,076
Energy		924,105		—		—		924,105
Financials		3,241,341		—		—		3,241,341
Health Care		3,947,475		—		—		3,947,475
Industrials		5,342,582		—		—		5,342,582
Information Technology		20,527,375		—		—		20,527,375
Materials		415,635		—		—		415,635
Utilities		155,529		—		—		155,529
Short-Term Investments
Investment Companies		6,868,591		—		—		6,868,591
Total Assets	$	59,267,422	$	—	$	—	$	59,267,422
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	59,267,422	$	—	$	—	$	59,267,422

The Fund held no derivatives contracts during the six months ended April 30, 2024.

Investment security transactions for the six months ended April 30, 2024 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	49,744,446
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	6,579,359

As of April 30, 2024, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	3,593,532
Aggregate gross unrealized depreciation		(776,695	)
Net unrealized appreciation	$	2,816,837
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	56,450,585

For the six months ended April 30, 2024, the Fund incurred approximately $95 as brokerage commissions with Sanford C. Bernstein & Co., LLC, an affiliated broker/dealer.

See Notes to Financial Statements.

6

1290 FUNDS

1290 AVANTIS^® U.S. LARGE CAP GROWTH FUND

STATEMENT OF ASSETS AND LIABILITIES

April 30, 2024 (Unaudited)

ASSETS
Investments in Securities, at value (x) (Cost $56,437,974)	$	59,267,422
Cash		750,000
Receivable for Fund shares sold		6,091,100
Prepaid registration and filing fees		17,675
Dividends, interest and other receivables		16,924
Securities lending income receivable		7
Other assets		3,969
Total assets		66,147,097
LIABILITIES
Payable for securities purchased		12,703,796
Payable for return of collateral on securities loaned		38,694
Administrative fees payable		3,261
Payable for Fund shares repurchased		204
Transfer agent fees payable		55
Distribution fees payable – Class A		24
Accrued expenses		13,301
Total liabilities		12,759,335
Commitments and contingent liabilities^
NET ASSETS	$	53,387,762
Net assets were comprised of:
Paid in capital	$	49,605,012
Total distributable earnings (loss)		3,782,750
Net assets	$	53,387,762
Class A
Net asset value, offering and redemption price per share, $111,632 / 7,283 shares outstanding (unlimited amount authorized: $0.001 par value)	$	15.33
Maximum sales charge (5.50% of offering price)		0.89
Maximum offering price per share	$	16.22
Class I
Net asset value, offering and redemption price per share, $53,276,130 / 3,473,087 shares outstanding (unlimited amount authorized: $0.001 par value)	$	15.34

(x) Includes value of securities on loan of $37,281.

^ See Note 2 in Notes to the Financial Statements.

STATEMENT OF OPERATIONS

For the Six Months Ended April 30, 2024 (Unaudited)

INVESTMENT INCOME
Dividends	$	106,543
Interest		2,542
Securities lending (net)		21
Total income		109,106
EXPENSES
Investment advisory fees		62,405
Professional fees		34,428
Administrative fees		18,723
Registration and filing fees		10,477
Printing and mailing expenses		9,333
Transfer agent fees		6,969
Custodian fees		1,840
Trustees’ fees		430
Distribution fees – Class A		115
Miscellaneous		3,230
Gross expenses		147,950
Less:   Waiver from investment adviser		(67,418	)
Net expenses		80,532
NET INVESTMENT INCOME (LOSS)		28,574
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		945,141
Net change in unrealized appreciation (depreciation) on investments in securities		2,292,146
NET REALIZED AND UNREALIZED GAIN (LOSS)		3,237,287
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	3,265,861

See Notes to Financial Statements.

7

1290 FUNDS

1290 AVANTIS^® U.S. LARGE CAP GROWTH FUND

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31, 2023
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	28,574		$	102,821
Net realized gain (loss)		945,141			71,819
Net change in unrealized appreciation (depreciation)		2,292,146			48,443
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		3,265,861			223,083
Distributions to shareholders:
Class A		(541	)		—
Class I		(141,958	)		(211,104	)
Total distributions to shareholders		(142,499	)		(211,104	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 7,283 and 0 shares, respectively ]		100,000			—
Total Class A transactions		100,000			—
Class I
Capital shares sold [ 3,038,306 and 112,639 shares, respectively ]		44,621,233			1,484,540
Capital shares issued in reinvestment of dividends [ 1,189 and 6,061 shares, respectively ]		16,779			78,969
Capital shares repurchased [ (33,645) and (55,092) shares, respectively ]		(482,761	)		(729,068	)
Total Class I transactions		44,155,251			834,441
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		44,255,251			834,441
TOTAL INCREASE (DECREASE) IN NET ASSETS		47,378,613			846,420
NET ASSETS:
Beginning of period		6,009,149			5,162,729
End of period	$	53,387,762		$	6,009,149

See Notes to Financial Statements.

8

1290 FUNDS

1290 AVANTIS^® U.S. LARGE CAP GROWTH FUND

FINANCIAL HIGHLIGHTS

Class A	November 30, 2023* to April 30, 2024 (Unaudited)
Net asset value, beginning of period	$	13.73
Income (loss) from investment operations:
Net investment income (loss) (e)		—	#
Net realized and unrealized gain (loss)		1.67
Total from investment operations		1.67
Less distributions:
Dividends from net investment income		(0.03	)
Distributions from net realized gains		(0.04	)
Total dividends and distributions		(0.07	)
Net asset value, end of period	$	15.33
Total return (b)		12.24	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	112
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.90	%(j)
Before waivers and reimbursements (a)(f)		1.39	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		(0.01	)%(l)
Before waivers and reimbursements (a)(f)		(0.49	)%(l)
Portfolio turnover rate^		24	%(z)

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
Class I				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	12.86		$	12.79		$	15.21		$	11.77		$	12.38		$	11.07
Income (loss) from investment operations:
Net investment income (loss) (e)		0.02			0.24	(x)		0.25	(x)		0.16	(x)		0.24	(x)		0.22	(x)
Net realized and unrealized gain (loss)		2.54			0.36			(2.36	)		3.66			(0.61	)		1.34
Total from investment operations		2.56			0.60			(2.11	)		3.82			(0.37	)		1.56
Less distributions:
Dividends from net investment income		(0.04	)		(0.28	)		(0.16	)		(0.22	)		(0.22	)		(0.21	)
Distributions from net realized gains		(0.04	)		(0.25	)		(0.15	)		(0.16	)		(0.02	)		(0.04	)
Total dividends and distributions		(0.08	)		(0.53	)		(0.31	)		(0.38	)		(0.24	)		(0.25	)
Net asset value, end of period	$	15.34		$	12.86		$	12.79		$	15.21		$	11.77		$	12.38
Total return (b)		19.93	%		4.63	%		(14.17	)%		33.13	%		(3.11	)%		14.43	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	53,276		$	6,009		$	5,163		$	5,658		$	3,818		$	3,490
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.64	%(j)		0.52	%(k)		0.52	%(k)		0.52	%(k)		0.53	%**(o)		0.52	%(k)
Before waivers and reimbursements (a)(f)		1.18	%		2.75	%		2.75	%		3.24	%		4.31	%		4.83	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		0.23	%		1.77	%(x)		1.84	%(x)		1.13	%(x)		2.01	%(x)		1.93	%(x)
Before waivers and reimbursements (a)(f)		(0.31	)%		(0.45	)%(x)		(0.39	)%(x)		(1.58	)%(x)		(1.78	)%(x)		(2.39	)%(x)
Portfolio turnover rate^		24	%(z)		7	%		8	%		4	%		9	%		2	%

See Notes to Financial Statements.

9

1290 FUNDS

1290 AVANTIS^® U.S. LARGE CAP GROWTH FUND

FINANCIAL HIGHLIGHTS (Continued)

* Commencement of operations.

** Includes Tax expense of 0.01%.

# Per share amount is less than $0.005.

^ Portfolio turnover rate excludes derivatives, if any.

(a) Ratios for periods less than one year are annualized. Certain non-recurring expenses incurred by the Fund are not annualized for periods less than one year.

(b) Total returns for periods less than one year are not annualized.

(e) Net investment income (loss) per share is based on average shares outstanding.

(f) Expenses do not include the expenses of the underlying funds (“indirect expenses”), if applicable.

(j) Including direct and indirect expenses, the net expense ratio after waivers and reimbursements would be 0.90% for A and 0.65% for I.

(k) Including direct and indirect expenses, the net expense ratio after waivers and reimbursements would be 0.65% for I.

(o) Including direct and indirect expenses, the net expense ratio after waivers and reimbursements would be 0.66% for I.

(l) The annualized ratio of net investment income to average net assets may not be indicative of operating results for a full year.

(x) Recognition of net investment income is affected by the timing of dividend declarations by the underlying funds in which the Fund invests.

(z) Portfolio turnover rate for periods less than one year is not annualized.

See Notes to Financial Statements.

10

1290 DIVERSIFIED BOND FUND (Unaudited)

Sector Weightings as of April 30, 2024	% of Net Assets
Mortgage-Backed Securities		37.0	%
U.S. Treasury Obligations		31.1
Foreign Government Securities		16.3
Energy		3.1
Investment Companies		2.7
Foreign Government Treasury Bill		2.2
Commercial Mortgage-Backed Securities		1.7
Financials		1.5
Materials		0.4
Cash and Other		4.0
		100.0	%
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Fund, you incur two types of costs:

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including

investment advisory fees, distribution and/or service (12b-1) fees (in the case of Class A and Class R shares of the Fund), and other Fund expenses. These examples are 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 examples are based on an investment of $1,000 invested at the beginning of the six-month period ended April 30, 2024 and held for the entire six-month period.

Actual Expenses

The first line of the following table provides information about actual account values and actual expenses. You may use the information in this line, 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 line 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 line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio 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 and 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), redemption fees, or exchange fees. Therefore, the second line 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.

EXAMPLE

	Beginning Account Value 11/1/23		Ending Account Value 4/30/24		Expenses Paid During Period* 11/1/23 - 4/30/24
Class A
Actual		$1,000.00		$1,056.90		$3.84
Hypothetical (5% average annual return before expenses)		1,000.00		1,021.13		3.77
Class I
Actual		1,000.00		1,057.90		2.56
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.38		2.51
Class R
Actual		1,000.00		1,054.70		5.11
Hypothetical (5% average annual return before expenses)		1,000.00		1,019.89		5.02
* Expenses are equal to the Fund’s A, I and R shares annualized expense ratio of 0.75%, 0.50% and 1.00%, respectively, multiplied by the average account value over the period, and multiplied by 182/366 (to reflect the one-half year period).

11

1290 FUNDS

1290 DIVERSIFIED BOND FUND

PORTFOLIO OF INVESTMENTS

April 30, 2024 (Unaudited)

	Principal Amount		Value (Note 1)
LONG-TERM DEBT SECURITIES:
Commercial Mortgage-Backed Securities (1.7%)
CFCRE Commercial Mortgage Trust, Series 2016-C4 D 5.000%, 5/10/58 (l)§	$	2,200,000	$	1,903,029
Citigroup Commercial Mortgage Trust, Series 2015-GC27 D 4.566%, 2/10/48 (l)§		6,630,000		6,045,621
Morgan Stanley Bank of America Merrill Lynch Trust, Series 2015-C24 D 3.257%, 5/15/48§		2,520,000		2,182,267
Total Commercial Mortgage-Backed Securities				10,130,917
Corporate Bonds (5.0%)
Energy (3.1%)
Oil, Gas & Consumable Fuels (3.1%)
Baytex Energy Corp. 8.500%, 4/30/30§		5,720,000		5,970,879
Petroleos Mexicanos 5.350%, 2/12/28 (x)		14,860,000		13,001,014
Total Energy				18,971,893
Financials (1.5%)
Capital Markets (1.0%)
Ares Capital Corp. 4.250%, 3/1/25		1,070,000		1,052,413
Golub Capital BDC, Inc. 2.500%, 8/24/26		5,275,000		4,819,893
				5,872,306
Financial Services (0.5%)
Freedom Mortgage Corp. 6.625%, 1/15/27§		3,210,000		3,089,625
Total Financials				8,961,931
Materials (0.4%)
Metals & Mining (0.4%)
Corp. Nacional del Cobre de Chile 6.440%, 1/26/36§		1,130,000		1,125,198
6.300%, 9/8/53§		1,570,000		1,487,606
Total Materials				2,612,804
Total Corporate Bonds				30,546,628
Foreign Government Securities (16.3%)
Mex Bonos Desarr Fix Rt Series M 8.000%, 7/31/53	MXN	242,000,000		11,419,061
Notas do Tesouro Nacional 10.000%, 1/1/31	BRL	96,000,000		17,107,870
10.000%, 1/1/33		32,500,000		5,691,027
Republic of Panama 3.870%, 7/23/60		5,660,000		3,095,511
4.500%, 1/19/63		4,770,000		2,902,545
Republic of South Africa Series 2048 8.750%, 2/28/48	ZAR	928,000,000		34,655,485
Titulos de Tesoreria Series B 7.250%, 10/26/50	COP	139,480,000,000		23,948,392
Total Foreign Government Securities				98,819,891
Mortgage-Backed Securities (37.0%)
FHLMC UMBS 4.000%, 7/1/52	$	29,470,627		26,362,089
FNMA UMBS 5.000%, 10/1/52		1,825,226		1,733,649
5.000%, 11/1/52		29,562,900		28,079,629
5.500%, 12/1/52		3,667,280		3,565,678
5.500%, 1/1/53		22,979,816		22,343,160
GNMA 5.000%, 10/20/52		3,164,382		3,033,983
5.500%, 10/20/52		26,212,708		25,709,660
5.000%, 2/20/53		12,084,987		11,579,433
5.500%, 2/20/53		6,931,796		6,805,266
5.000%, 3/20/53		13,141,767		12,603,298
5.500%, 4/20/53		21,626,254		21,224,741
5.500%, 5/20/53		15,720,255		15,418,568
5.000%, 6/20/53		10,106,547		9,675,861
5.500%, 6/20/53		8,202,248		8,049,965
5.500%, 9/20/53		14,304,028		14,032,872
5.500%, 10/20/53		14,863,804		14,577,392
Total Mortgage-Backed Securities				224,795,244
U.S. Treasury Obligations (31.1%)
U.S. Treasury Bonds 2.875%, 5/15/52		178,120,000		125,220,106
U.S. Treasury Notes 3.875%, 8/15/33		68,010,000		63,838,491
Total U.S. Treasury Obligations				189,058,597
Total Long-Term Debt Securities (91.1%) (Cost $572,651,465)				553,351,277
SHORT-TERM INVESTMENTS:
Foreign Government Treasury Bill (2.2%)
Arab Republic of Egypt 26.29%, 12/17/24 (p)	EGP	737,225,000		13,208,884
	Number of Shares		Value (Note 1)
Investment Companies (2.7%)
Invesco Government & Agency Portfolio, Institutional Shares 5.56% (7 day yield) (xx)		80,990		80,990
JPMorgan Prime Money Market Fund, IM Shares 5.43% (7 day yield)		16,310,071		16,313,334
Total Investment Companies				16,394,324
Total Short-Term Investments (4.9%) (Cost $29,689,454)				29,603,208
Total Investments in Securities (96.0%) (Cost $602,340,919)				582,954,485
Other Assets Less Liabilities (4.0%)				24,074,571
Net Assets (100%)			$	607,029,056

See Notes to Financial Statements.

12

1290 FUNDS

1290 DIVERSIFIED BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

§ Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may only be resold to qualified institutional buyers. At April 30, 2024, the market value of these securities amounted to $21,804,225 or 3.6% of net assets.

(l) Variable or floating rate security, the interest rate of which adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. The interest rate shown was the current rate as of April 30, 2024.

(p) Yield to maturity.

(x) All or a portion of security is on loan at April 30, 2024.

(xx) At April 30, 2024, the Fund had loaned securities with a total value of $78,834. This was collateralized by cash of $80,990 which was subsequently invested in investment companies as detailed in the Notes to the Financial Statements.

Glossary:

AUD — Australian Dollar

BRL — Brazilian Real

CHF — Swiss Franc

CLP — Chilean Peso

COP — Colombian Peso

EGP — Egyptian Pound

EUR — European Currency Unit

FHLMC — Federal Home Loan Mortgage Corp.

FNMA — Federal National Mortgage Association

GBP — British Pound

GNMA — Government National Mortgage Association

HUF — Hungarian Forint

JPY — Japanese Yen

MXN — Mexican Peso

NZD — New Zealand Dollar

UMBS — Uniform Mortgage-Backed Securities

USD — United States Dollar

ZAR — South African Rand

Country Diversification As a Percentage of Total Net Assets
Brazil	3.8	%
Canada	1.0
Chile	0.4
Colombia	3.9
Egypt	2.2
Mexico	4.0
Panama	1.0
South Africa	5.7
United States	74.0
Cash and Other	4.0
	100.0	%

Futures contracts outstanding as of April 30, 2024 (Note 1):

Description	Number of Contracts			Expiration Date		Trading Currency		Notional Amount ($)			Value and Unrealized Appreciation (Depreciation) ($)
Long Contracts
Long Gilt		1,110			6/2024		GBP		132,846,909			(2,800,977	)
U.S. Treasury 5 Year Note		3,262			6/2024		USD		341,669,017			(6,783,101	)
U.S. Treasury 10 Year Ultra Note		831			6/2024		USD		91,591,781			(3,444,830	)
												(13,028,908	)
Short Contracts
Euro-Bund		(542	)		6/2024		EUR		(75,241,186	)		1,832,209
Japan 10 Year Bond		(110	)		6/2024		JPY		(100,783,058	)		676,873
												2,509,082
												(10,519,826	)

Forward Foreign Currency Contracts outstanding as of April 30, 2024 (Note 1):

Currency Purchased		Currency Sold		Counterparty	Settlement Date		Unrealized Appreciation (Depreciation) ($)
USD	12,820,628	EUR	11,920,000	Barclays Bank plc		5/7/2024		97,126
USD	49,340,980	EUR	46,000,000	UBS AG		5/7/2024		240,218
USD	14,970,797	HUF	5,470,000,000	Morgan Stanley		5/13/2024		66,787
ZAR	42,000,000	USD	2,188,959	UBS AG		5/15/2024		40,169
CLP	17,970,000,000	USD	18,593,823	HSBC Bank plc**		5/17/2024		119,722
USD	62,294,437	AUD	95,570,000	Barclays Bank plc		6/6/2024		315,620
USD	11,186,365	AUD	16,890,000	JPMorgan Chase Bank		6/6/2024		232,905
USD	946,252	AUD	1,430,000	Standard Chartered Bank		6/6/2024		18,872
USD	19,007,313	GBP	15,010,000	Barclays Bank plc		6/10/2024		247,632
USD	15,851,711	GBP	12,630,000	Morgan Stanley		6/10/2024		66,584

See Notes to Financial Statements.

13

1290 FUNDS

1290 DIVERSIFIED BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

Currency Purchased		Currency Sold		Counterparty	Settlement Date		Unrealized Appreciation (Depreciation) ($)
USD	43,920,851	CHF	38,400,000	Goldman Sachs Bank USA		6/12/2024		1,949,672
USD	19,432,117	CHF	17,300,000	Morgan Stanley		6/12/2024		523,226
USD	12,680,570	JPY	1,903,000,000	HSBC Bank plc		6/17/2024		527,483
USD	50,833,156	JPY	7,641,000,000	JPMorgan Chase Bank		6/17/2024		2,035,606
USD	62,465,058	NZD	103,580,000	Barclays Bank plc		7/16/2024		1,430,440
USD	11,388,617	MXN	197,900,000	Citibank NA		7/29/2024		3,222
USD	68,261,437	EUR	63,630,000	JPMorgan Chase Bank		8/7/2024		53,735
Total unrealized appreciation								7,969,019
EUR	63,630,000	USD	67,978,156	JPMorgan Chase Bank		5/7/2024		(58,994	)
EUR	11,920,000	USD	13,040,861	Morgan Stanley		5/7/2024		(317,360	)
USD	18,754,706	EUR	17,630,000	HSBC Bank plc		5/7/2024		(63,695	)
HUF	16,930,000,000	USD	46,683,108	Morgan Stanley		5/13/2024		(554,242	)
USD	36,299,423	ZAR	694,800,000	HSBC Bank plc		5/15/2024		(576,730	)
AUD	47,410,000	USD	30,788,528	Goldman Sachs Bank USA		6/6/2024		(42,313	)
AUD	94,550,000	USD	61,544,486	JPMorgan Chase Bank		6/6/2024		(227,156	)
AUD	19,340,000	USD	12,655,052	UBS AG		6/6/2024		(112,723	)
CHF	11,470,000	USD	12,778,750	Morgan Stanley		6/12/2024		(242,046	)
CHF	44,230,000	USD	48,904,000	UBS AG		6/12/2024		(560,633	)
JPY	2,750,000,000	USD	18,974,337	Barclays Bank plc		6/17/2024		(1,412,073	)
JPY	6,794,000,000	USD	46,885,156	JPMorgan Chase Bank		6/17/2024		(3,496,784	)
NZD	103,580,000	USD	61,956,895	Barclays Bank plc		7/16/2024		(922,276	)
CLP	12,280,000,000	USD	12,938,833	HSBC Bank plc**		7/17/2024		(155,979	)
BRL	61,600,000	USD	11,908,444	HSBC Bank plc**		7/19/2024		(138,385	)
MXN	197,900,000	USD	11,466,282	Citibank NA		7/29/2024		(80,887	)
USD	12,313,624	COP	49,180,000,000	JPMorgan Chase Bank**		7/30/2024		(44,031	)
Total unrealized depreciation								(9,006,307	)
Net unrealized depreciation								(1,037,288	)

** Non-deliverable forward.

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of April 30, 2024:

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Commercial Mortgage-Backed Securities	$	—	$	10,130,917	$	—	$	10,130,917
Corporate Bonds
Energy		—		18,971,893		—		18,971,893
Financials		—		8,961,931		—		8,961,931
Materials		—		2,612,804		—		2,612,804
Foreign Government Securities		—		98,819,891		—		98,819,891
Forward Currency Contracts		—		7,969,019		—		7,969,019
Futures		2,509,082		—		—		2,509,082
Mortgage-Backed Securities		—		224,795,244		—		224,795,244

See Notes to Financial Statements.

14

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PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities			Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)			Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Short-Term Investments
Foreign Government Treasury Bill	$	—		$	13,208,884		$	—	$	13,208,884
Investment Companies		16,394,324			—			—		16,394,324
U.S. Treasury Obligations		—			189,058,597			—		189,058,597
Total Assets	$	18,903,406		$	574,529,180		$	—	$	593,432,586
Liabilities:
Forward Currency Contracts	$	—		$	(9,006,307	)	$	—	$	(9,006,307	)
Futures		(13,028,908	)		—			—		(13,028,908	)
Total Liabilities	$	(13,028,908	)	$	(9,006,307	)	$	—	$	(22,035,215	)
Total	$	5,874,498		$	565,522,873		$	—	$	571,397,371

Fair Values of Derivative Instruments as of April 30, 2024:

	Statement of Assets and Liabilities
Derivatives Contracts^	Asset Derivatives	Fair Value
Interest rate contracts	Receivables, Net assets – Unrealized appreciation	$	2,509,082	*
Foreign exchange contracts	Receivables		7,969,019
Total		$	10,478,101
	Liability Derivatives
Interest rate contracts	Payables, Net assets – Unrealized depreciation	$	(13,028,908	)*
Foreign exchange contracts	Payables		(9,006,307	)
Total		$	(22,035,215	)

* Includes cumulative appreciation/depreciation of futures contracts as reported in the Portfolio of Investments. Only variation margin is reported within the Statement of Assets & Liabilities.

The Effect of Derivative Instruments on the Statement of Operations for the six months ended April 30, 2024:

Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
Derivatives Contracts^	Futures			Forward Foreign Currency Contracts			Swaps			Total
Interest rate contracts	$	(1,639,111	)	$	—		$	—		$	(1,639,111	)
Foreign exchange contracts		—			(1,443,757	)		—			(1,443,757	)
Credit contracts		—			—			(2,732	)		(2,732	)
Total	$	(1,639,111	)	$	(1,443,757	)	$	(2,732	)	$	(3,085,600	)

See Notes to Financial Statements.

15

1290 FUNDS

1290 DIVERSIFIED BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

Amount of Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
Derivatives Contracts^	Futures			Forward Foreign Currency Contracts		Total
Interest rate contracts	$	(2,684,193	)	$	—	$	(2,684,193	)
Foreign exchange contracts		—			3,414,713		3,414,713
Total	$	(2,684,193	)	$	3,414,713	$	730,520

^ The Fund held forward foreign currency contracts and futures contracts as a substitute for investing in conventional securities, hedging and in an attempt to enhance returns.  

Average Balances of Outstanding Derivative Financial Instruments
Futures contracts
Average notional value of contracts — long	$	527,128,000
Average notional value of contracts — short		215,651,000
Forward foreign currency exchange contracts
Average settlement value purchased — in USD	$	425,821,000
Average settlement value sold — in USD		382,289,000

The following table presents the Fund’s gross derivative assets and liabilities by counterparty net of amounts available for offset under netting arrangements and any related collateral received or pledged by the Fund as of April 30, 2024:

Counterparty	Gross Amount of Derivative Assets Presented in the Statement of Assets and Liabilities (a)		Derivatives Available for Offset			Collateral Received			Net Amount Due from Counterparty
Barclays Bank plc	$	2,090,818	$	(2,090,818	)	$	—		$	—
Citibank NA		3,222		(3,222	)		—			—
Goldman Sachs Bank USA		1,949,672		(42,313	)		—			1,907,359
HSBC Bank plc		647,205		(647,205	)		—			—
JPMorgan Chase Bank		2,322,246		(2,322,246	)		—			—
Morgan Stanley		656,597		(656,597	)		—			—
Standard Chartered Bank		18,872		—			—			18,872
UBS AG		280,387		(280,387	)		—			—
Total	$	7,969,019	$	(6,042,788	)	$	—		$	1,926,231
Counterparty	Gross Amount of Derivative Liabilities Presented in the Statement of Assets and Liabilities (a)		Derivatives Available for Offset			Collateral Pledged			Net Amount Due to Counterparty
Barclays Bank plc	$	2,334,349	$	(2,090,818	)	$	—		$	243,531
Citibank NA		80,887		(3,222	)		—			77,665
Goldman Sachs Bank USA		42,313		(42,313	)		—			—
HSBC Bank plc		934,789		(647,205	)		—			287,584
JPMorgan Chase Bank		3,826,965		(2,322,246	)		(250,000	)		1,254,719
Morgan Stanley		1,113,648		(656,597	)		—			457,051
UBS AG		673,356		(280,387	)		—			392,969
Total	$	9,006,307	$	(6,042,788	)	$	(250,000	)	$	2,713,519

(a) For financial reporting purposes the Fund does not offset derivative assets and derivative liabilities subject to master netting arrangements in the Statement of Assets and Liabilities.

See Notes to Financial Statements.

16

1290 FUNDS

1290 DIVERSIFIED BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

Investment security transactions for the six months ended April 30, 2024 were as follows: 

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	134,304,388
Long-term U.S. government debt securities		221,042,620
	$	355,347,008
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	115,138,139
Long-term U.S. government debt securities		244,781,318
	$	359,919,457

As of April 30, 2024, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	14,398,106
Aggregate gross unrealized depreciation		(36,351,384	)
Net unrealized depreciation	$	(21,953,278	)
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	593,350,649

See Notes to Financial Statements.

17

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1290 DIVERSIFIED BOND FUND

STATEMENT OF ASSETS AND LIABILITIES

April 30, 2024 (Unaudited)

ASSETS
Investments in Securities, at value (x) (Cost $602,340,919)	$	582,954,485
Cash		878,039
Foreign cash (Cost $306)		304
Cash held as collateral for forward foreign currency contracts		250,000
Due from broker for futures variation margin		16,162,150
Unrealized appreciation on forward foreign currency contracts		7,969,019
Dividends, interest and other receivables		7,675,437
Receivable for securities sold		1,330,039
Receivable for Fund shares sold		506,645
Prepaid registration and filing fees		25,400
Variation Margin on Centrally Cleared Swaps		39
Securities lending income receivable		24
Total assets		617,751,581
LIABILITIES
Unrealized depreciation on forward foreign currency contracts		9,006,307
Payable for Fund shares repurchased		732,139
Payable for return of cash collateral on forward foreign currency contracts		540,000
Investment advisory fees payable		100,319
Payable for return of collateral on securities loaned		80,990
Administrative fees payable		76,100
Transfer agent fees payable		71,342
Dividends and distributions payable		5,685
Trustees’ fees payable		2,269
Distribution fees payable – Class R		1,137
Distribution fees payable – Class A		958
Accrued expenses		105,279
Total liabilities		10,722,525
Commitments and contingent liabilities^
NET ASSETS	$	607,029,056
Net assets were comprised of:
Paid in capital	$	792,380,496
Total distributable earnings (loss)		(185,351,440	)
Net assets	$	607,029,056
Class A
Net asset value and redemption price per share, $4,472,270 / 549,000 shares outstanding (unlimited amount authorized: $0.001 par value)	$	8.15
Maximum sales charge (4.50% of offering price)		0.38
Maximum offering price per share	$	8.53
Class I
Net asset value, offering and redemption price per share, $599,835,073 / 73,250,544 shares outstanding (unlimited amount authorized: $0.001 par value)	$	8.19
Class R
Net asset value, offering and redemption price per share, $2,721,713 / 336,766 shares outstanding (unlimited amount authorized: $0.001 par value)	$	8.08

(x) Includes value of securities on loan of $78,834.

^ See Note 2 in Notes to the Financial Statements.

STATEMENT OF OPERATIONS

For the Six Months Ended April 30, 2024 (Unaudited)

INVESTMENT INCOME
Interest	$	18,403,530
Dividends		335,532
Securities lending (net)		369
Total income		18,739,431
EXPENSES
Investment advisory fees		1,861,665
Administrative fees		465,548
Transfer agent fees		182,458
Professional fees		137,501
Custodian fees		84,533
Printing and mailing expenses		66,286
Registration and filing fees		30,031
Trustees’ fees		11,666
Distribution fees – Class R		6,765
Distribution fees – Class A		6,230
Miscellaneous		43,929
Gross expenses		2,896,612
Less:   Waiver from investment adviser		(1,331,771	)
Net expenses		1,564,841
NET INVESTMENT INCOME (LOSS)		17,174,590
REALIZED AND UNREALIZED GAIN (LOSS)
Realized gain (loss) on:
Investments in securities		(4,153,400	)
Futures contracts		(1,639,111	)
Forward foreign currency contracts		(1,443,757	)
Foreign currency transactions		(195,029	)
Swaps		(2,732	)
Net realized gain (loss)		(7,434,029	)
Change in unrealized appreciation (depreciation) on:
Investments in securities		22,301,672
Futures contracts		(2,684,193	)
Forward foreign currency contracts		3,414,713
Foreign currency translations		(53,423	)
Net change in unrealized appreciation (depreciation)		22,978,769
NET REALIZED AND UNREALIZED GAIN (LOSS)		15,544,740
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	32,719,330

See Notes to Financial Statements.

18

1290 FUNDS 

1290 DIVERSIFIED BOND FUND  

STATEMENT OF CHANGES IN NET ASSETS 

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31, 2023
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	17,174,590		$	34,077,947
Net realized gain (loss)		(7,434,029	)		(75,492,316	)
Net change in unrealized appreciation (depreciation)		22,978,769			33,325,189
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		32,719,330			(8,089,180	)
Distributions to shareholders:
Class A		(133,893	)		(163,937	)
Class I		(17,130,303	)		(15,397,087	)
Class R		(68,982	)		(45,660	)
Total distributions to shareholders		(17,333,178	)		(15,606,684	)
Tax return of capital:
Class A		—			(88,150	)
Class I		—			(8,279,101	)
Class R		—			(24,551	)
Total tax return of capital		—			(8,391,802	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 68,724 and 83,483 shares, respectively ]		589,837			742,404
Capital shares issued in reinvestment of dividends [ 15,055 and 24,703 shares, respectively ]		129,133			224,297
Capital shares repurchased [ (173,913) and (262,790) shares, respectively ]		(1,483,396	)		(2,310,066	)
Total Class A transactions		(764,426	)		(1,343,365	)
Class I
Capital shares sold [ 6,524,908 and 17,626,727 shares, respectively ]		56,512,749			156,148,768
Capital shares issued in reinvestment of dividends [ 1,982,495 and 2,592,764 shares, respectively ]		17,084,406			23,622,504
Capital shares repurchased [ (6,319,605) and (18,330,147) shares, respectively ]		(54,565,457	)		(160,540,380	)
Total Class I transactions		19,031,698			19,230,892
Class R
Capital shares sold [ 44,711 and 200,824 shares, respectively ]		384,264			1,767,395
Capital shares issued in reinvestment of dividends [ 8,067 and 7,726 shares, respectively ]		68,598			69,671
Capital shares repurchased [ (22,804) and (120,330) shares, respectively ]		(196,997	)		(1,083,042	)
Total Class R transactions		255,865			754,024
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		18,523,137			18,641,551
TOTAL INCREASE (DECREASE) IN NET ASSETS		33,909,289			(13,446,115	)
NET ASSETS:
Beginning of period		573,119,767			586,565,882
End of period	$	607,029,056		$	573,119,767

See Notes to Financial Statements.

19

1290 FUNDS

1290 DIVERSIFIED BOND FUND

FINANCIAL HIGHLIGHTS

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
Class A				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	7.92		$	8.33		$	10.70		$	10.68		$	10.34		$	9.52
Income (loss) from investment operations:
Net investment income (loss) (e)		0.22			0.45			0.27			0.29			0.39	*		0.41	**
Net realized and unrealized gain (loss)		0.24			(0.54	)		(2.41	)		0.44			0.43			0.80
Total from investment operations		0.46			(0.09	)		(2.14	)		0.73			0.82			1.21
Less distributions:
Dividends from net investment income		(0.23	)		(0.21	)		(0.23	)		(0.47	)		(0.15	)		(0.39	)
Distributions from net realized gains		—			—			—			(0.22	)		(0.33	)		—
Return of capital		—			(0.11	)		—			(0.02	)		—			—
Total dividends and distributions		(0.23	)		(0.32	)		(0.23	)		(0.71	)		(0.48	)		(0.39	)
Net asset value, end of period	$	8.15		$	7.92		$	8.33		$	10.70		$	10.68		$	10.34
Total return (b)		5.69	%		(1.50	)%		(20.39	)%		6.73	%		8.32	%		12.97	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	4,472		$	5,062		$	6,608		$	8,550		$	7,796		$	3,848
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.75	%		0.75	%		0.75	%		0.75	%		0.75	%		0.75	%
Before waivers and reimbursements (a)(f)		1.18	%		1.22	%		1.20	%		1.22	%		1.42	%		1.55	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		5.28	%		5.07	%		2.75	%		2.62	%		3.76	%*		4.00	%**
Before waivers and reimbursements (a)(f)		4.85	%		4.60	%		2.31	%		2.15	%		3.09	%*		3.19	%**
Portfolio turnover rate^		62	%(z)		193	%		244	%		165	%		200	%		194	%
	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
Class I				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	7.96		$	8.36		$	10.72		$	10.71		$	10.37		$	9.53
Income (loss) from investment operations:
Net investment income (loss) (e)		0.24			0.47			0.30			0.31			0.41	*		0.42	**
Net realized and unrealized gain (loss)		0.23			(0.54	)		(2.42	)		0.43			0.41			0.84
Total from investment operations		0.47			(0.07	)		(2.12	)		0.74			0.82			1.26
Less distributions:
Dividends from net investment income		(0.24	)		(0.21	)		(0.24	)		(0.49	)		(0.15	)		(0.42	)
Distributions from net realized gains		—			—			—			(0.22	)		(0.33	)		—
Return of capital		—			(0.12	)		—			(0.02	)		—			—
Total dividends and distributions		(0.24	)		(0.33	)		(0.24	)		(0.73	)		(0.48	)		(0.42	)
Net asset value, end of period	$	8.19		$	7.96		$	8.36		$	10.72		$	10.71		$	10.37
Total return (b)		5.79	%		(1.23	)%		(20.18	)%		6.85	%		8.34	%		13.43	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	599,835		$	565,647		$	578,149		$	673,625		$	169,409		$	81,249
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.50	%		0.50	%		0.50	%		0.50	%		0.50	%		0.50	%
Before waivers and reimbursements (a)(f)		0.93	%		0.97	%		0.95	%		0.96	%		1.17	%		1.34	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		5.54	%		5.30	%		3.04	%		2.79	%		3.95	%*		4.12	%**
Before waivers and reimbursements (a)(f)		5.11	%		4.83	%		2.59	%		2.33	%		3.28	%*		3.28	%**
Portfolio turnover rate^		62	%(z)		193	%		244	%		165	%		200	%		194	%

See Notes to Financial Statements.

20

1290 FUNDS

1290 DIVERSIFIED BOND FUND

FINANCIAL HIGHLIGHTS (Continued)

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
Class R				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	7.86		$	8.27		$	10.64		$	10.63		$	10.34		$	9.51
Income (loss) from investment operations:
Net investment income (loss) (e)		0.21			0.42			0.26			0.25			0.35	*		0.35	**
Net realized and unrealized gain (loss)		0.23			(0.52	)		(2.42	)		0.45			0.41			0.85
Total from investment operations		0.44			(0.10	)		(2.16	)		0.70			0.76			1.20
Less distributions:
Dividends from net investment income		(0.22	)		(0.20	)		(0.21	)		(0.45	)		(0.14	)		(0.37	)
Distributions from net realized gains		—			—			—			(0.22	)		(0.33	)		—
Return of capital		—			(0.11	)		—			(0.02	)		—			—
Total dividends and distributions		(0.22	)		(0.31	)		(0.21	)		(0.69	)		(0.47	)		(0.37	)
Net asset value, end of period	$	8.08		$	7.86		$	8.27		$	10.64		$	10.63		$	10.34
Total return (b)		5.47	%		(1.66	)%		(20.60	)%		6.44	%		7.77	%		12.84	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	2,722		$	2,411		$	1,808		$	1,264		$	298		$	145
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%
Before waivers and reimbursements (a)(f)		1.43	%		1.47	%		1.46	%		1.47	%		1.67	%		1.88	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		5.04	%		4.79	%		2.68	%		2.24	%		3.43	%*		3.51	%**
Before waivers and reimbursements (a)(f)		4.61	%		4.32	%		2.22	%		1.77	%		2.75	%*		2.63	%**
Portfolio turnover rate^		62	%(z)		193	%		244	%		165	%		200	%		194	%

* Includes accretion, interest and inflation adjustments on Argentine TIPS Bonds. Without this income, the per share income for each class would have been $0.08 lower and the ratios for each class would have been 0.73 lower.

** Includes accretion, interest and inflation adjustments on Argentine TIPS Bonds. Without this income, the per share income for each class would have been $0.07 lower and the ratios for each class would have been 0.65 lower.

^ Portfolio turnover rate excludes derivatives, if any.

(a) Ratios for periods less than one year are annualized.

(b) Total returns for periods less than one year are not annualized.

(e) Net investment income (loss) per share is based on average shares outstanding.

(f) Expenses do not include the expenses of the underlying funds (“indirect expenses”), if applicable.

(z) Portfolio turnover rate for periods less than one year is not annualized.

See Notes to Financial Statements.

21

1290 ESSEX SMALL CAP GROWTH FUND (Unaudited)

Sector Weightings as of April 30, 2024	% of Net Assets
Industrials		30.1	%
Health Care		22.9
Information Technology		19.2
Consumer Discretionary		9.2
Financials		6.8
Investment Companies		5.2
Energy		3.1
Materials		1.6
Consumer Staples		1.2
Communication Services		0.5
Exchange Traded Fund		0.5
Cash and Other		(0.3	)
		100.0	%
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Fund, you incur two types of costs:

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees (in the case of Class A and Class R shares of the Fund), and other Fund expenses. These examples are 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 examples are based on an investment of $1,000 invested at the beginning of the six-month period ended April 30, 2024 and held for the entire six-month period.

Actual Expenses

The first line of the following table provides information about actual account values and actual expenses. You may use the information in this line, 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 line 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 line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio 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 and 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), redemption fees, or exchange fees. Therefore, the second line 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.

EXAMPLE

	Beginning Account Value 11/1/23		Ending Account Value 4/30/24		Expenses Paid During Period* 11/1/23 - 4/30/24
Class A
Actual	$	1,000.00	$	1,191.20	$	6.16
Hypothetical (5% average annual return before expenses)		1,000.00		1,019.24		5.67
Class I
Actual		1,000.00		1,192.80		4.80
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.49		4.42
Class R
Actual		1,000.00		1,190.70		7.52
Hypothetical (5% average annual return before expenses)		1,000.00		1,018.00		6.92
* Expenses are equal to the Fund’s Class A, Class I and Class R shares annualized expense ratio of 1.13%, 0.88% and 1.38%, respectively, multiplied by the average account value over the period, and multiplied by 182/366 (to reflect the one-half year period).

22

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PORTFOLIO OF INVESTMENTS

April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
COMMON STOCKS:
Communication Services (0.5%)
Interactive Media & Services (0.5%)
EverQuote, Inc., Class A*		14,129	$	284,982
Total Communication Services				284,982
Consumer Discretionary (9.2%)
Automobile Components (2.6%)
Patrick Industries, Inc.		7,755		810,320
Superior Industries International, Inc.*		166,739		623,604
				1,433,924
Diversified Consumer Services (2.7%)
Coursera, Inc.*		31,327		320,162
Frontdoor, Inc.*		8,691		266,727
Lincoln Educational Services Corp.*		80,512		858,258
				1,445,147
Hotels, Restaurants & Leisure (1.2%)
Sweetgreen, Inc., Class A*		30,224		679,133
Household Durables (1.8%)
Century Communities, Inc.		7,245		574,673
Lifetime Brands, Inc.		42,546		388,871
				963,544
Specialty Retail (0.9%)
Revolve Group, Inc., Class A*		19,082		379,923
ThredUp, Inc., Class A (x)*		71,379		114,206
				494,129
Total Consumer Discretionary				5,015,877
Consumer Staples (1.2%)
Food Products (1.2%)
SunOpta, Inc.*		96,431		631,623
Total Consumer Staples				631,623
Energy (3.1%)
Energy Equipment & Services (2.0%)
Expro Group Holdings NV*		22,603		424,032
TETRA Technologies, Inc.*		158,677		680,724
				1,104,756
Oil, Gas & Consumable Fuels (1.1%)
Matador Resources Co.		9,286		578,518
Total Energy				1,683,274
Financials (6.8%)
Banks (0.8%)
Bancorp, Inc. (The)*		14,745		441,465
Capital Markets (1.6%)
BGC Group, Inc., Class A		60,612		474,592
Evercore, Inc., Class A		2,360		428,340
				902,932
Financial Services (2.0%)
Paymentus Holdings, Inc., Class A*		53,216		1,086,139
Insurance (2.4%)
HCI Group, Inc.		7,409		845,959
Heritage Insurance Holdings, Inc.*		44,884		458,266
				1,304,225
Total Financials				3,734,761
Health Care (22.9%)
Biotechnology (4.6%)
Amicus Therapeutics, Inc.*		50,586		505,354
Dynavax Technologies Corp.*		32,234		366,501
Fennec Pharmaceuticals, Inc. (x)*		30,429		279,338
Insmed, Inc.*		28,011		692,432
Kiniksa Pharmaceuticals Ltd., Class A*		35,868		671,449
				2,515,074
Health Care Equipment & Supplies (6.8%)
Alphatec Holdings, Inc.*		57,501		725,663
Brainsway Ltd. (ADR)*		61,144		321,006
ClearPoint Neuro, Inc. (x)*		69,698		378,460
Myomo, Inc.*		113,435		370,932
Neuronetics, Inc.*		142,881		481,509
PROCEPT BioRobotics Corp.*		15,460		819,071
Stereotaxis, Inc.*		252,557		593,509
				3,690,150
Health Care Providers & Services (3.6%)
Biodesix, Inc.*		174,800		216,752
PetIQ, Inc., Class A*		26,684		435,483
Talkspace, Inc.*		284,548		870,717
Viemed Healthcare, Inc.*		52,960		433,742
				1,956,694
Health Care Technology (2.0%)
Augmedix, Inc. (x)*		111,769		302,894
OptimizeRx Corp.*		18,301		186,670
Phreesia, Inc.*		15,409		319,583
Sophia Genetics SA*		55,508		283,091
				1,092,238
Life Sciences Tools & Services (0.3%)
Adaptive Biotechnologies Corp.*		71,325		186,871
Pharmaceuticals (5.6%)
Aquestive Therapeutics, Inc. (x)*		129,177		434,035
Evolus, Inc.*		52,603		619,137
EyePoint Pharmaceuticals, Inc.*		31,758		558,941
Ligand Pharmaceuticals, Inc.*		5,943		415,356
MediWound Ltd.*		24,889		463,184
Ocular Therapeutix, Inc.*		80,111		379,726
Revance Therapeutics, Inc.*		56,460		203,821
				3,074,200
Total Health Care				12,515,227
Industrials (30.1%)
Aerospace & Defense (4.3%)
Kratos Defense & Security Solutions, Inc.*		50,716		903,759
Leonardo DRS, Inc.*		67,757		1,458,131
				2,361,890
Building Products (3.0%)
Builders FirstSource, Inc.*		2,960		541,147
Caesarstone Ltd.*		69,510		438,608
Griffon Corp.		10,164		665,946
				1,645,701
Commercial Services & Supplies (5.5%)
CECO Environmental Corp.*		41,292		892,733
Enviri Corp.*		71,941		559,701
Montrose Environmental Group, Inc.*		18,052		783,818
Performant Financial Corp.*		122,401		325,587
Perma-Fix Environmental Services, Inc.*		40,001		458,011
				3,019,850

See Notes to Financial Statements.

23

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PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
Construction & Engineering (4.7%)
Argan, Inc.		10,561	$	636,406
Great Lakes Dredge & Dock Corp.*		62,348		411,497
Matrix Service Co.*		43,445		489,191
Orion Group Holdings, Inc.*		44,950		319,594
Sterling Infrastructure, Inc.*		6,757		686,511
				2,543,199
Electrical Equipment (2.6%)
American Superconductor Corp.*		47,858		591,046
LSI Industries, Inc.		55,971		817,177
				1,408,223
Ground Transportation (0.7%)
Covenant Logistics Group, Inc., Class A		8,828		398,937
Machinery (3.0%)
Graham Corp.*		33,725		938,904
Manitex International, Inc. (x)*		65,257		339,989
Stratasys Ltd.*		34,899		339,218
				1,618,111
Professional Services (2.9%)
DLH Holdings Corp.*		20,919		222,160
Legalzoom.com, Inc.*		43,657		521,701
Willdan Group, Inc.*		28,725		809,758
				1,553,619
Trading Companies & Distributors (3.4%)
Alta Equipment Group, Inc.		35,205		391,127
MRC Global, Inc.*		55,869		627,409
Transcat, Inc.*		7,959		854,558
				1,873,094
Total Industrials				16,422,624
Information Technology (19.2%)
Communications Equipment (3.4%)
AudioCodes Ltd.		36,901		399,269
Ceragon Networks Ltd.*		229,342		635,277
Digi International, Inc.*		15,616		478,786
Lantronix, Inc.*		86,380		324,789
				1,838,121
Electronic Equipment, Instruments & Components (4.7%)
Arlo Technologies, Inc.*		41,525		514,080
Identiv, Inc.*		84,135		424,040
Mirion Technologies, Inc., Class A*		66,685		724,866
Novanta, Inc.*		4,235		662,777
Ouster, Inc.*		30,238		274,259
				2,600,022
IT Services (1.3%)
Backblaze, Inc., Class A*		42,196		392,845
Research Solutions, Inc.*		104,998		304,494
				697,339
Semiconductors & Semiconductor Equipment (2.5%)
Ichor Holdings Ltd.*		16,531		641,072
QuickLogic Corp. (x)*		22,605		349,473
Tower Semiconductor Ltd.*		11,836		389,050
				1,379,595
Software (6.2%)
AvePoint, Inc.*		59,739		464,172
Cognyte Software Ltd.*		71,736		489,240
Docebo, Inc.*		11,380		509,596
LiveRamp Holdings, Inc.*		8,804		282,697
OneSpan, Inc.*		46,309		501,063
SimilarWeb Ltd.*		54,889		405,630
Zeta Global Holdings Corp., Class A*		58,420		722,071
				3,374,469
Technology Hardware, Storage & Peripherals (1.1%)
Turtle Beach Corp.*		42,521		599,546
Total Information Technology				10,489,092
Materials (1.6%)
Chemicals (1.6%)
Aspen Aerogels, Inc.*		57,399		898,868
Total Materials				898,868
Total Common Stocks (94.6%) (Cost $45,417,102)				51,676,328
EXCHANGE TRADED FUND (ETF):
Equity (0.5%)
iShares Russell 2000 Growth ETF (x)		1,071		268,093
Total Exchange Traded Fund (0.5%) (Cost $241,674)				268,093
SHORT-TERM INVESTMENTS:
Investment Companies (5.2%)
Invesco Government & Agency Portfolio, Institutional Shares 5.24% (7 day yield) (xx)		1,211,259		1,211,259
JPMorgan Prime Money Market Fund, IM Shares 5.56% (7 day yield)		1,639,854		1,640,181
Total Investment Companies				2,851,440
Total Short-Term Investments (5.2%) (Cost $2,851,488)				2,851,440
Total Investments in Securities (100.3%) (Cost $48,510,264)				54,795,861
Other Assets Less Liabilities (-0.3%)				(183,493	)
Net Assets (100%)			$	54,612,368

* Non-income producing.

(x) All or a portion of security is on loan at April 30, 2024.

(xx) At April 30, 2024, the Fund had loaned securities with a total value of $1,213,343. This was collateralized by $97,249 of various U.S. Government Treasury Securities, ranging from 0.000% – 6.250%, maturing 5/7/24 – 11/15/52 and by cash of $1,211,259 which was subsequently invested in investment companies as detailed in the Notes to the Financial Statements.

Glossary:

ADR — American Depositary Receipt

See Notes to Financial Statements.

24

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1290 ESSEX SMALL CAP GROWTH FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of April 30, 2024:

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Common Stocks
Communication Services	$	284,982	$	—	$	—	$	284,982
Consumer Discretionary		5,015,877		—		—		5,015,877
Consumer Staples		631,623		—		—		631,623
Energy		1,683,274		—		—		1,683,274
Financials		3,734,761		—		—		3,734,761
Health Care		12,515,227		—		—		12,515,227
Industrials		16,422,624		—		—		16,422,624
Information Technology		10,489,092		—		—		10,489,092
Materials		898,868		—		—		898,868
Exchange Traded Fund		268,093		—		—		268,093
Short-Term Investments
Investment Companies		2,851,440		—		—		2,851,440
Total Assets	$	54,795,861	$	—	$	—	$	54,795,861
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	54,795,861	$	—	$	—	$	54,795,861

Investment security transactions for the six months ended April 30, 2024 were as follows: 

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	18,290,019
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	19,487,769

As of April 30, 2024, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	10,732,910
Aggregate gross unrealized depreciation		(4,465,207	)
Net unrealized appreciation	$	6,267,703
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	48,528,158

See Notes to Financial Statements.

25

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STATEMENT OF ASSETS AND LIABILITIES

April 30, 2024 (Unaudited)

ASSETS
Investments in Securities, at value (x) (Cost $48,510,264)	$	54,795,861
Cash		300,000
Receivable for securities sold		809,260
Receivable for Fund shares sold		110,423
Prepaid registration and filing fees		13,458
Dividends, interest and other receivables		6,404
Securities lending income receivable		529
Other assets		1,740
Total assets		56,037,675
LIABILITIES
Payable for return of collateral on securities loaned		1,211,259
Payable for securities purchased		150,422
Investment advisory fees payable		16,180
Payable for Fund shares repurchased		9,420
Transfer agent fees payable		7,921
Administrative fees payable		6,908
Distribution fees payable – Class R		57
Distribution fees payable – Class A		26
Accrued expenses		23,114
Total liabilities		1,425,307
Commitments and contingent liabilities^
NET ASSETS	$	54,612,368
Net assets were comprised of:
Paid in capital	$	54,284,507
Total distributable earnings (loss)		327,861
Net assets	$	54,612,368
Class A
Net asset value and redemption price per share, $122,915 / 11,604 shares outstanding (unlimited amount authorized: $0.001 par value)	$	10.59
Maximum sales charge (5.50% of offering price)		0.62
Maximum offering price per share	$	11.21
Class I
Net asset value, offering and redemption price per share, $54,354,593 / 5,108,533 shares outstanding (unlimited amount authorized: $0.001 par value)	$	10.64
Class R
Net asset value, offering and redemption price per share, $134,860 / 12,789 shares outstanding (unlimited amount authorized: $0.001 par value)†	$	10.55

(x) Includes value of securities on loan of $1,213,343. 

^ See Note 2 in Notes to the Financial Statements. 

† Net asset value amounts may not recalculate due to rounding of net assets and/or shares outstanding. 

STATEMENT OF OPERATIONS

For the Six Months Ended April 30, 2024 (Unaudited)

INVESTMENT INCOME
Dividends (net of $1,660 foreign withholding tax)	$	103,825
Interest		7,831
Securities lending (net)		7,635
Total income		119,291
EXPENSES
Investment advisory fees		202,753
Administrative fees		40,558
Professional fees		35,920
Transfer agent fees		28,916
Registration and filing fees		20,586
Printing and mailing expenses		10,609
Custodian fees		4,923
Trustees’ fees		1,001
Distribution fees – Class R		336
Distribution fees – Class A		174
Miscellaneous		8,235
Gross expenses		354,011
Less:   Waiver from investment adviser		(115,365	)
Net expenses		238,646
NET INVESTMENT INCOME (LOSS)		(119,355	)
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		(3,580,035	)
Net change in unrealized appreciation (depreciation) on investments in securities		12,462,022
NET REALIZED AND UNREALIZED GAIN (LOSS)		8,881,987
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	8,762,632

See Notes to Financial Statements.

26

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1290 ESSEX SMALL CAP GROWTH FUND  

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31, 2023
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	(119,355	)	$	(96,000	)
Net realized gain (loss)		(3,580,035	)		(2,166,435	)
Net change in unrealized appreciation (depreciation)		12,462,022			(6,673,955	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		8,762,632			(8,936,390	)
Distributions to shareholders:
Class A		—			(663	)
Class I		—			(72,415	)
Class R		—			(559	)
Total distributions to shareholders		—			(73,637	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 102 and 2,339 shares, respectively ]		1,080			25,259
Capital shares issued in reinvestment of dividends [ 0 and 10 shares ]		—			105
Capital shares repurchased [ (2,181) and (543) shares, respectively ]		(24,324	)		(6,000	)
Total Class A transactions		(23,244	)		19,364
Class I
Capital shares sold [ 721,362 and 4,556,929 shares, respectively ]		7,552,454			48,783,568
Capital shares issued in reinvestment of dividends [ 0 and 1,695 shares ]		—			17,682
Capital shares repurchased [ (613,652) and (537,801) shares, respectively ]		(6,508,577	)		(5,591,615	)
Total Class I transactions		1,043,877			43,209,635
Class R
Capital shares sold [ 0 and 2,789 shares, respectively ]		—			29,602
Total Class R transactions		—			29,602
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		1,020,633			43,258,601
TOTAL INCREASE (DECREASE) IN NET ASSETS		9,783,265			34,248,574
NET ASSETS:
Beginning of period		44,829,103			10,580,529
End of period	$	54,612,368		$	44,829,103

See Notes to Financial Statements.

27

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FINANCIAL HIGHLIGHTS

Class A	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31, 2023			July 11, 2022* to October 31, 2022
Net asset value, beginning of period	$	8.89		$	10.55		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)		(0.04	)		(0.05	)(1)		(0.02	)
Net realized and unrealized gain (loss)		1.74			(1.55	)		0.57
Total from investment operations		1.70			(1.60	)		0.55
Less distributions:
Distributions from net realized gains		—			(0.06	)		—
Net asset value, end of period	$	10.59		$	8.89		$	10.55
Total return (b)		19.12	%		(15.28	)%		5.50	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	123		$	122		$	125
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		1.13	%		1.13	%		1.13	%
Before waivers and reimbursements (a)(f)		1.56	%		2.38	%		6.32	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		(0.68	)%		(0.49	)%(aa)		(0.61	)%(l)
Before waivers and reimbursements (a)(f)		(1.11	)%		(1.74	)%(aa)		(5.80	)%(l)
Portfolio turnover rate^		35	%(z)		69	%		29	%(z)
Class I	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31, 2023			July 11, 2022* to October 31, 2022
Net asset value, beginning of period	$	8.92		$	10.56		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)		(0.02	)		(0.03	)(1)		(0.01	)
Net realized and unrealized gain (loss)		1.74			(1.55	)		0.57
Total from investment operations		1.72			(1.58	)		0.56
Less distributions:
Distributions from net realized gains		—			(0.06	)		—
Net asset value, end of period	$	10.64		$	8.92		$	10.56
Total return (b)		19.28	%		(15.08	)%		5.60	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	54,355		$	44,594		$	10,350
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.88	%		0.88	%		0.88	%
Before waivers and reimbursements (a)(f)		1.31	%		1.94	%		6.03	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		(0.44	)%		(0.24	)%(aa)		(0.35	)%(l)
Before waivers and reimbursements (a)(f)		(0.87	)%		(1.30	)%(aa)		(5.50	)%(l)
Portfolio turnover rate^		35	%(z)		69	%		29	%(z)

See Notes to Financial Statements.

28

1290 FUNDS

1290 ESSEX SMALL CAP GROWTH FUND

FINANCIAL HIGHLIGHTS (Continued)

Class R	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31, 2023			July 11, 2022* to October 31, 2022
Net asset value, beginning of period	$	8.86		$	10.54		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)		(0.05	)		(0.08	)(1)		(0.03	)
Net realized and unrealized gain (loss)		1.74			(1.54	)		0.57
Total from investment operations		1.69			(1.62	)		0.54
Less distributions:
Distributions from net realized gains		—			(0.06	)		—
Net asset value, end of period	$	10.55		$	8.86		$	10.54
Total return (b)		19.07	%		(15.49	)%		5.40	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	135		$	113		$	105
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		1.38	%		1.38	%		1.38	%
Before waivers and reimbursements (a)(f)		1.81	%		2.59	%		6.53	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		(0.94	)%		(0.74	)%(aa)		(0.85	)%(l)
Before waivers and reimbursements (a)(f)		(1.37	)%		(1.95	)%(aa)		(6.00	)%(l)
Portfolio turnover rate^		35	%(z)		69	%		29	%(z)

(1) Includes income resulting from a special dividend. Without this dividend, the per share income amounts would be $(0.06), $(0.03) and $(0.08) for Class A, Class I and Class R, respectively.

* Commencement of operations.

^ Portfolio turnover rate excludes derivatives, if any.

(a) Ratios for periods less than one year are annualized. Certain non-recurring expenses incurred by the Fund are not annualized for periods less than one year.

(b) Total returns for periods less than one year are not annualized.

(e) Net investment income (loss) per share is based on average shares outstanding.

(f) Expenses do not include the expenses of the underlying funds (“indirect expenses”), if applicable.

(l) The annualized ratio of net investment income to average net assets may not be indicative of operating results for a full year.

(z) Portfolio turnover rate for periods less than one year is not annualized.

(aa) Includes income resulting from a special dividend. Without this dividend, the ratios for each class would have been 0.06% lower.

See Notes to Financial Statements.

29

1290 GAMCO SMALL/MID CAP VALUE FUND (Unaudited)

Sector Weightings as of April 30, 2024	% of Net Assets
Industrials		36.0	%
Consumer Discretionary		15.3
Communication Services		14.8
Consumer Staples		8.5
Materials		7.7
Investment Companies		6.8
Utilities		3.3
Health Care		2.7
Financials		2.1
Information Technology		1.9
Energy		1.2
Real Estate		0.8
Cash and Other		(1.1	)
		100.0	%
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Fund, you incur two types of costs:

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees (in the case of Class A, Class R and Class T shares of the Fund), and other Fund expenses. These examples are 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 examples are based on an investment of $1,000 invested at the beginning of the six-month period ended April 30, 2024 and held for the entire six-month period.

Actual Expenses

The first line of the following table provides information about actual account values and actual expenses. You may use the information in this line, 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 line 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 line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio 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 and 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), redemption fees, or exchange fees. Therefore, the second line 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.

EXAMPLE

	Beginning Account Value 11/1/23		Ending Account Value 4/30/24		Expenses Paid During Period* 11/1/23 - 4/30/24
Class A
Actual		$1,000.00		$1,189.80		$6.51
Hypothetical (5% average annual return before expenses)		1,000.00		1,018.92		6.00
Class I
Actual		1,000.00		1,191.30		5.15
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.16		4.75
Class R
Actual		1,000.00		1,188.30		7.87
Hypothetical (5% average annual return before expenses)		1,000.00		1,017.67		7.25
Class T
Actual		1,000.00		1,190.50		5.15
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.16		4.75
* Expenses are equal to the Fund’s A, Class I, R and T shares annualized expense ratio of 1.20%, 0.95%, 1.45% and 0.95%, respectively, multiplied by the average account value over the period, and multiplied by 182/366 (to reflect the one-half year period).

30

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

PORTFOLIO OF INVESTMENTS

April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
COMMON STOCKS:
Communication Services (14.8%)
Diversified Telecommunication Services (0.6%)
Iridium Communications, Inc.		1,000	$	30,790
Telesat Corp. (x)*		120,000		870,000
				900,790
Entertainment (4.6%)
Atlanta Braves Holdings, Inc., Class A*		40,500		1,633,770
Atlanta Braves Holdings, Inc., Class C*		19,000		711,170
Liberty Media Corp.-Liberty Live, Class A*		1,000		35,860
Lions Gate Entertainment Corp., Class B*		20,000		188,600
Madison Square Garden Entertainment Corp., Class A*		19,000		743,850
Madison Square Garden Sports Corp.*		12,500		2,324,000
Sphere Entertainment Co.*		26,000		1,010,360
				6,647,610
Media (7.9%)
Altice USA, Inc., Class A*		4,500		8,685
AMC Networks, Inc., Class A*		19,200		203,904
Clear Channel Outdoor Holdings, Inc.*		340,000		472,600
Corus Entertainment, Inc., Class B (x)		127,000		47,049
EchoStar Corp., Class A*		37,292		596,299
EW Scripps Co. (The), Class A*		33,000		124,080
Fox Corp., Class B		12,000		344,160
Grupo Televisa SAB (ADR) (x)		490,000		1,430,800
JCDecaux SE*		31,000		648,019
Liberty Media Corp.-Liberty SiriusXM, Class A*		4,000		96,240
News Corp., Class B		20,000		490,800
Nexstar Media Group, Inc., Class A		10,200		1,632,612
Paramount Global, Class A (x)		111,000		2,296,590
Paramount Global, Class B		25,000		284,750
Sinclair, Inc. (x)		154,000		1,894,200
Sirius XM Holdings, Inc. (x)		27,760		81,614
TEGNA, Inc.		62,000		845,680
WideOpenWest, Inc.*		34,000		121,380
				11,619,462
Wireless Telecommunication Services (1.7%)
Gogo, Inc.*		12,900		116,874
Millicom International Cellular SA*		42,000		859,740
Telephone and Data Systems, Inc.		30,000		469,500
United States Cellular Corp.*		27,200		988,992
				2,435,106
Total Communication Services				21,602,968
Consumer Discretionary (15.3%)
Automobile Components (5.9%)
Dana, Inc.		96,000		1,193,280
Garrett Motion, Inc.*		10,000		95,600
Gentex Corp.		24,000		823,200
Gentherm, Inc.*		3,800		192,166
Goodyear Tire & Rubber Co. (The)*		140,000		1,674,400
Modine Manufacturing Co.*		38,600		3,575,518
Strattec Security Corp.*		45,000		1,024,200
				8,578,364
Automobiles (0.1%)
Winnebago Industries, Inc.		2,000		123,160
Diversified Consumer Services (0.3%)
Graham Holdings Co., Class B		600		420,822
H&R Block, Inc.		1,000		47,230
				468,052
Hotels, Restaurants & Leisure (3.1%)
Bally’s Corp. (x)*		27,000		354,780
Caesars Entertainment, Inc.*		35,000		1,253,700
Churchill Downs, Inc.		4,000		516,000
Golden Entertainment, Inc.		22,500		721,125
Krispy Kreme, Inc. (x)		10,000		126,500
Nathan’s Famous, Inc.		19,500		1,259,895
Ollamani SAB*		130,000		265,680
Wynn Resorts Ltd.		800		73,320
				4,571,000
Household Durables (1.1%)
Bassett Furniture Industries, Inc.		24,000		335,520
Lennar Corp., Class B		9,000		1,263,510
				1,599,030
Leisure Products (1.7%)
Brunswick Corp.		14,000		1,128,960
Johnson Outdoors, Inc., Class A		28,500		1,168,785
Mattel, Inc.*		12,900		236,328
				2,534,073
Specialty Retail (3.1%)
Advance Auto Parts, Inc.		21,300		1,554,474
AutoNation, Inc.*		7,500		1,208,625
Lands’ End, Inc.*		10,000		136,800
Monro, Inc.		44,000		1,199,000
Valvoline, Inc.*		10,000		425,200
				4,524,099
Total Consumer Discretionary				22,397,778
Consumer Staples (8.5%)
Beverages (1.5%)
Boston Beer Co., Inc. (The), Class A*		1,500		417,615
National Beverage Corp.*		19,500		867,750
Remy Cointreau SA		9,400		891,960
				2,177,325
Consumer Staples Distribution & Retail (0.3%)
Ingles Markets, Inc., Class A		2,000		143,500
Village Super Market, Inc., Class A		8,600		240,542
				384,042
Food Products (2.9%)
Bunge Global SA		3,500		356,160
Calavo Growers, Inc.		30,000		808,500
Farmer Bros Co.*		96,000		297,600
Hain Celestial Group, Inc. (The)*		44,000		270,160
J M Smucker Co. (The)		13,000		1,493,050

See Notes to Financial Statements.

31

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
Maple Leaf Foods, Inc.		47,000	$	832,013
McCormick & Co., Inc. (Non-Voting)		2,900		219,081
				4,276,564
Household Products (3.1%)
Energizer Holdings, Inc.		69,000		1,981,680
Spectrum Brands Holdings, Inc.		31,000		2,537,970
				4,519,650
Personal Care Products (0.7%)
Edgewell Personal Care Co.		27,300		1,027,026
Total Consumer Staples				12,384,607
Energy (1.2%)
Energy Equipment & Services (1.2%)
Dril-Quip, Inc.*		59,000		1,072,620
RPC, Inc.		104,000		695,760
Total Energy				1,768,380
Financials (2.1%)
Banks (1.6%)
Cadence Bank		9,000		249,030
Flushing Financial Corp.		27,000		297,540
SouthState Corp.		6,000		454,200
Synovus Financial Corp.		37,000		1,324,230
				2,325,000
Capital Markets (0.4%)
Affiliated Managers Group, Inc.		1,200		187,320
Janus Henderson Group plc		10,000		312,200
				499,520
Financial Services (0.1%)
NCR Atleos Corp.*		9,000		179,370
Total Financials				3,003,890
Health Care (2.7%)
Health Care Equipment & Supplies (0.3%)
Cutera, Inc. (x)*		2,000		4,840
QuidelOrtho Corp.*		11,500		466,325
				471,165
Health Care Providers & Services (0.8%)
Henry Schein, Inc.*		2,500		173,200
Option Care Health, Inc.*		17,500		523,075
Patterson Cos., Inc.		18,000		458,460
				1,154,735
Health Care Technology (0.3%)
Evolent Health, Inc., Class A*		17,000		471,580
Teladoc Health, Inc.*		2,900		36,975
				508,555
Life Sciences Tools & Services (0.1%)
Bio-Rad Laboratories, Inc., Class A*		300		80,925
Pharmaceuticals (1.2%)
Perrigo Co. plc		36,500		1,192,090
Teva Pharmaceutical Industries Ltd. (ADR)*		42,500		597,125
				1,789,215
Total Health Care				4,004,595
Industrials (36.0%)
Aerospace & Defense (5.4%)
AAR Corp.*		18,100		1,251,434
Embraer SA (ADR)*		2,000		51,100
Hexcel Corp.		8,000		513,680
Moog, Inc., Class A		10,500		1,670,235
Moog, Inc., Class B		12,900		2,052,003
Park Aerospace Corp.		2,000		28,540
Textron, Inc.		27,300		2,309,307
				7,876,299
Building Products (2.1%)
AZZ, Inc.		29,500		2,113,085
Griffon Corp.		14,500		950,040
				3,063,125
Commercial Services & Supplies (1.1%)
Matthews International Corp., Class A		47,000		1,268,060
OPENLANE, Inc.*		20,000		343,600
				1,611,660
Construction & Engineering (1.2%)
Arcosa, Inc.		12,200		927,444
MDU Resources Group, Inc.		2,400		59,280
Valmont Industries, Inc.		3,600		737,280
				1,724,004
Machinery (23.0%)
Astec Industries, Inc.		51,000		2,131,800
CNH Industrial NV*		31,300		356,820
Commercial Vehicle Group, Inc.*		90,000		540,900
Crane Co.		18,500		2,590,185
Donaldson Co., Inc.		800		57,760
Eastern Co. (The)		27,000		858,330
Enerpac Tool Group Corp., Class A		22,000		783,860
Enpro, Inc.		15,200		2,281,976
Flowserve Corp.		43,000		2,027,880
Gorman-Rupp Co. (The)		11,000		364,870
Graco, Inc.		2,500		200,500
Hyster-Yale Materials Handling, Inc.		39,000		2,284,230
Ingersoll Rand, Inc.		15,200		1,418,464
ITT, Inc.		12,000		1,552,080
Iveco Group NV		60,000		754,427
Kennametal, Inc.		19,000		447,070
L B Foster Co., Class A*		42,000		976,500
LS Starrett Co. (The), Class A*		12,000		193,320
Manitowoc Co., Inc. (The)*		17,500		211,750
Mueller Industries, Inc.		61,500		3,432,930
Mueller Water Products, Inc., Class A		13,700		217,008
Park-Ohio Holdings Corp.		72,000		1,838,160
Shyft Group, Inc. (The)		2,500		27,200
Snap-on, Inc.		4,000		1,071,840
Standex International Corp.		500		86,440
Tennant Co.		10,500		1,223,040
Terex Corp.		10,500		588,525
Timken Co. (The)		1,000		89,220
Toro Co. (The)		5,300		464,227
Trinity Industries, Inc.		75,000		1,951,500
Twin Disc, Inc.		110,200		1,772,016
Watts Water Technologies, Inc., Class A		4,500		893,070
				33,687,898

See Notes to Financial Statements.

32

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
Trading Companies & Distributors (3.2%)
Ashtead Group plc		2,300	$	166,256
GATX Corp.		12,900		1,578,444
Herc Holdings, Inc.		20,500		2,932,115
MSC Industrial Direct Co., Inc., Class A		500		45,620
				4,722,435
Total Industrials				52,685,421
Information Technology (1.9%)
Communications Equipment (0.2%)
Viasat, Inc.*		18,000		286,380
Electronic Equipment, Instruments & Components (0.6%)
Crane NXT Co.		3,400		206,754
Landis+Gyr Group AG		8,900		659,591
				866,345
IT Services (0.8%)
Kyndryl Holdings, Inc.*		65,000		1,277,900
Software (0.3%)
A10 Networks, Inc.		12,000		156,720
NCR Voyix Corp.*		21,000		257,250
				413,970
Total Information Technology				2,844,595
Materials (7.7%)
Chemicals (4.9%)
Axalta Coating Systems Ltd.*		23,500		738,840
Core Molding Technologies, Inc.*		69,000		1,243,380
Element Solutions, Inc.		65,900		1,524,267
HB Fuller Co.		9,000		672,390
Huntsman Corp.		10,000		238,600
Scotts Miracle-Gro Co. (The) (x)		39,000		2,673,060
				7,090,537
Construction Materials (0.0%)†
Knife River Corp.*		600		46,914
Containers & Packaging (1.7%)
Ardagh Metal Packaging SA		40,000		158,000
Greif, Inc., Class A		19,000		1,164,320
Myers Industries, Inc.		51,125		1,119,638
				2,441,958
Metals & Mining (1.1%)
Ampco-Pittsburgh Corp.*		90,000		184,500
Freeport-McMoRan, Inc.		18,500		923,890
Tredegar Corp.		83,000		529,540
				1,637,930
Total Materials				11,217,339
Real Estate (0.8%)
Hotel & Resort REITs (0.2%)
Ryman Hospitality Properties, Inc. (REIT)		2,500		263,700
Real Estate Management & Development (0.6%)
Seritage Growth Properties, Class A (x)*		16,000		149,440
St Joe Co. (The)		13,000		743,600
				893,040
Total Real Estate				1,156,740
Utilities (3.3%)
Gas Utilities (2.5%)
National Fuel Gas Co.		34,500		1,831,950
Southwest Gas Holdings, Inc.		24,000		1,790,880
				3,622,830
Independent Power and Renewable Electricity Producers (0.8%)
AES Corp. (The)		54,000		966,600
NextEra Energy Partners LP		10,000		283,600
				1,250,200
Total Utilities				4,873,030
Total Common Stocks (94.3%) (Cost $112,942,708)				137,939,343
	Number of Rights		Value (Note 1)
RIGHTS:
Industrials (0.0%)†
Electrical Equipment (0.0%)†
Pineapple Energy, Inc., CVR (r)* (Cost $—)		6,250		4,945
	Number of Warrants		Value (Note 1)
WARRANTS:
Health Care (0.0%)†
Health Care Providers & Services (0.0%)†
Option Care Health, Inc., expiring 6/30/25*		22		8
Total Health Care				8
Materials (0.0%)†
Metals & Mining (0.0%)†
Ampco-Pittsburgh Corp., expiring 8/1/25*		30,000		2,700
Total Materials				2,700
Total Warrants (0.0%)† (Cost $—)				2,708
	Number of Shares		Value (Note 1)
SHORT-TERM INVESTMENTS:
Investment Companies (6.8%)
Invesco Government & Agency Portfolio, Institutional Shares 5.24% (7 day yield) (xx)		2,791,353		2,791,353

See Notes to Financial Statements.

33

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
JPMorgan Prime Money Market Fund, IM Shares 5.56% (7 day yield)		7,160,783	$	7,162,215
Total Investment Companies				9,953,568
Total Short-Term Investments (6.8%) (Cost $9,954,458)				9,953,568
Total Investments in Securities (101.1%) (Cost $122,897,166)				147,900,564
Other Assets Less Liabilities (-1.1%)				(1,641,000	)
Net Assets (100%)			$	146,259,564

* Non-income producing.

† Percent shown is less than 0.05%.

(r) Fair value determined using significant unobservable inputs.

(x) All or a portion of security is on loan at April 30, 2024.

(xx) At April 30, 2024, the Fund had loaned securities with a total value of $4,827,386. This was collateralized by $2,446,838 of various U.S. Government Treasury Securities, ranging from 0.000% – 6.250%, maturing 5/7/24 – 8/15/53 and by cash of $2,791,353 which was subsequently invested in investment companies as detailed in the Notes to the Financial Statements.

Glossary:

ADR — American Depositary Receipt

CVR — Contingent Value Right

REIT — Real Estate Investment Trust

USD — United States Dollar

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of April 30, 2024:

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Common Stocks
Communication Services	$	20,954,949	$	648,019	$	—	$	21,602,968
Consumer Discretionary		22,397,778		—		—		22,397,778
Consumer Staples		11,273,566		1,111,041		—		12,384,607
Energy		1,768,380		—		—		1,768,380
Financials		3,003,890		—		—		3,003,890
Health Care		4,004,595		—		—		4,004,595
Industrials		49,712,735		2,972,686		—		52,685,421
Information Technology		2,185,004		659,591		—		2,844,595
Materials		11,217,339		—		—		11,217,339
Real Estate		1,156,740		—		—		1,156,740
Utilities		4,873,030		—		—		4,873,030
Right
Industrials		—		—		4,945		4,945
Short-Term Investments
Investment Companies		9,953,568		—		—		9,953,568
Warrants
Health Care		—		8		—		8
Materials		—		2,700		—		2,700
Total Assets	$	142,501,574	$	5,394,045	$	4,945	$	147,900,564
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	142,501,574	$	5,394,045	$	4,945	$	147,900,564

The Fund held no derivatives contracts during the six months ended April 30, 2024.

See Notes to Financial Statements.

34

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1290 GAMCO SMALL/MID CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

Investment security transactions for the six months ended April 30, 2024 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	8,592,240
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	9,011,440

As of April 30, 2024, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	34,427,333
Aggregate gross unrealized depreciation		(12,603,245	)
Net unrealized appreciation	$	21,824,088
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	126,076,476

See Notes to Financial Statements.

35

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1290 GAMCO SMALL/MID CAP VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES

April 30, 2024 (Unaudited)

ASSETS
Investments in Securities, at value (x) (Cost $122,897,166)	$	147,900,564
Cash		330,998
Foreign cash (Cost $6,854)		6,672
Receivable for Fund shares sold		954,713
Dividends, interest and other receivables		58,505
Prepaid registration and filing fees		28,911
Receivable for securities sold		23,350
Securities lending income receivable		19,143
Total assets		149,322,856
LIABILITIES
Payable for return of collateral on securities loaned		2,791,353
Payable for securities purchased		118,813
Investment advisory fees payable		62,818
Payable for Fund shares repurchased		30,407
Transfer agent fees payable		18,324
Administrative fees payable		18,219
Distribution fees payable – Class A		1,299
Distribution fees payable – Class R		546
Trustees’ fees payable		317
Distribution fees payable – Class T**		36
Accrued expenses		21,160
Total liabilities		3,063,292
Commitments and contingent liabilities^
NET ASSETS	$	146,259,564
Net assets were comprised of:
Paid in capital	$	120,595,043
Total distributable earnings (loss)		25,664,521
Net assets	$	146,259,564
Class A
Net asset value and redemption price per share, $6,160,778 / 369,235 shares outstanding (unlimited amount authorized: $0.001 par value)	$	16.69
Maximum sales charge (5.50% of offering price)		0.97
Maximum offering price per share	$	17.66
Class I
Net asset value, offering and redemption price per share, $138,639,332 / 8,291,496 shares outstanding (unlimited amount authorized: $0.001 par value)	$	16.72
Class R
Net asset value, offering and redemption price per share, $1,289,216 / 78,005 shares outstanding (unlimited amount authorized: $0.001 par value)	$	16.53
Class T**
Net asset value and redemption price per share, $170,238 / 10,179 shares outstanding (unlimited amount authorized: $0.001 par value)	$	16.72
Maximum sales charge (2.50% of offering price)		0.43
Maximum offering price per share	$	17.15

(x) Includes value of securities on loan of $4,827,386.

^ See Note 2 in Notes to the Financial Statements.

** Class T shares currently are not offered for sale.

STATEMENT OF OPERATIONS

For the Six Months Ended April 30, 2024 (Unaudited)

INVESTMENT INCOME
Dividends (net of $5,656 foreign withholding tax)	$	1,367,541
Interest		9,061
Securities lending (net)		112,904
Total income		1,489,506
EXPENSES
Investment advisory fees		528,183
Administrative fees		105,657
Transfer agent fees		101,691
Professional fees		49,617
Printing and mailing expenses		18,899
Registration and filing fees		15,602
Distribution fees – Class A		7,792
Custodian fees		6,266
Distribution fees – Class R		3,256
Trustees’ fees		2,603
Distribution fees – Class T**		209
Miscellaneous		10,983
Gross expenses		850,758
Less:   Waiver from investment adviser		(172,820	)
Waiver from distributor		(209	)
Net expenses		677,729
NET INVESTMENT INCOME (LOSS)		811,777
REALIZED AND UNREALIZED GAIN (LOSS)
Realized gain (loss) on:
Investments in securities		3,348,991
Foreign currency transactions		(538	)
Net realized gain (loss)		3,348,453
Change in unrealized appreciation (depreciation) on:
Investments in securities		19,187,394
Foreign currency translations		128
Net change in unrealized appreciation (depreciation)		19,187,522
NET REALIZED AND UNREALIZED GAIN (LOSS)		22,535,975
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	23,347,752

** Class T shares currently are not offered for sale.

See Notes to Financial Statements.

36

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1290 GAMCO SMALL/MID CAP VALUE FUND

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31, 2023
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	811,777		$	1,099,704
Net realized gain (loss)		3,348,453			4,138,454
Net change in unrealized appreciation (depreciation)		19,187,522			(972,384	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		23,347,752			4,265,774
Distributions to shareholders:
Class A		(225,687	)		(115,589	)
Class I		(5,035,690	)		(2,655,839	)
Class R		(43,306	)		(23,110	)
Class T**		(6,446	)		(3,637	)
Total distributions to shareholders		(5,311,129	)		(2,798,175	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 30,811 and 61,592 shares, respectively ]		504,055			961,657
Capital shares issued in reinvestment of dividends [ 13,423 and 7,696 shares, respectively ]		218,654			111,872
Capital shares repurchased [ (51,791) and (51,328) shares, respectively ]		(860,123	)		(784,540	)
Total Class A transactions		(137,414	)		288,989
Class I
Capital shares sold [ 1,214,705 and 2,069,994 shares, respectively ]		20,073,860			31,772,142
Capital shares issued in reinvestment of dividends [ 251,579 and 146,693 shares, respectively ]		4,103,247			2,135,267
Capital shares repurchased [ (1,097,370) and (1,930,280) shares, respectively ]		(18,100,716	)		(29,340,104	)
Total Class I transactions		6,076,391			4,567,305
Class R
Capital shares sold [ 11,277 and 20,991 shares, respectively ]		182,591			313,247
Capital shares issued in reinvestment of dividends [ 2,320 and 1,367 shares, respectively ]		37,475			19,714
Capital shares repurchased [ (12,321) and (17,616) shares, respectively ]		(203,929	)		(264,051	)
Total Class R transactions		16,137			68,910
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		5,955,114			4,925,204
TOTAL INCREASE (DECREASE) IN NET ASSETS		23,991,737			6,392,803
NET ASSETS:
Beginning of period		122,267,827			115,875,024
End of period	$	146,259,564		$	122,267,827
**   Class T shares currently are not offered for sale.

See Notes to Financial Statements.

37

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

FINANCIAL HIGHLIGHTS

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
Class A				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	14.54		$	14.31		$	17.19		$	11.41		$	12.46		$	12.33
Income (loss) from investment operations:
Net investment income (loss) (e)		0.07			0.10			0.06			0.09	(2)		0.04	(1)		0.05
Net realized and unrealized gain (loss)		2.68			0.45			(1.82	)		5.73			(0.90	)		0.22
Total from investment operations		2.75			0.55			(1.76	)		5.82			(0.86	)		0.27
Less distributions:
Dividends from net investment income		(0.11	)		—			(0.26	)		(0.04	)		(0.04	)		(0.02	)
Distributions from net realized gains		(0.49	)		(0.32	)		(0.86	)		—			(0.15	)		(0.12	)
Total dividends and distributions		(0.60	)		(0.32	)		(1.12	)		(0.04	)		(0.19	)		(0.14	)
Net asset value, end of period	$	16.69		$	14.54		$	14.31		$	17.19		$	11.41		$	12.46
Total return (b)		18.98	%		3.88	%		(10.93	)%		51.10	%		(7.04	)%		2.29	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	6,161		$	5,478		$	5,134		$	5,904		$	3,400		$	3,896
Ratio of expenses to average net assets:
After waivers (a)(f)		1.20	%(j)		1.20	%(j)		1.21	%(k)		1.24	%(o)		1.25	%(o)		1.24	%(o)
Before waivers (a)(f)		1.44	%		1.53	%		1.51	%		1.42	%		1.58	%		1.66	%
Ratio of net investment income (loss) to average net assets:
After waivers (a)(f)		0.91	%		0.66	%		0.42	%		0.55	%(bb)		0.40	%(aa)		0.39	%
Before waivers (a)(f)		0.66	%		0.33	%		0.13	%		0.37	%(bb)		0.07	%(aa)		(0.03	)%
Portfolio turnover rate^		6	%(z)		14	%		27	%		35	%		19	%		37	%
	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
Class I				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	14.58		$	14.35		$	17.24		$	11.43		$	12.49		$	12.36
Income (loss) from investment operations:
Net investment income (loss) (e)		0.10			0.14			0.10			0.13	(2)		0.07	(1)		0.08
Net realized and unrealized gain (loss)		2.68			0.44			(1.84	)		5.75			(0.91	)		0.23
Total from investment operations		2.78			0.58			(1.74	)		5.88			(0.84	)		0.31
Less distributions:
Dividends from net investment income		(0.15	)		(0.03	)		(0.29	)		(0.07	)		(0.07	)		(0.06	)
Distributions from net realized gains		(0.49	)		(0.32	)		(0.86	)		—			(0.15	)		(0.12	)
Total dividends and distributions		(0.64	)		(0.35	)		(1.15	)		(0.07	)		(0.22	)		(0.18	)
Net asset value, end of period	$	16.72		$	14.58		$	14.35		$	17.24		$	11.43		$	12.49
Total return (b)		19.13	%		4.11	%		(10.74	)%		51.57	%		(6.88	)%		2.57	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	138,639		$	115,537		$	109,572		$	145,394		$	84,537		$	95,601
Ratio of expenses to average net assets:
After waivers (a)(f)		0.95	%(j)		0.95	%(j)		0.96	%(k)		0.99	%(o)		1.00	%(o)		0.99	%(o)
Before waivers (a)(f)		1.19	%		1.28	%		1.25	%		1.17	%		1.33	%		1.41	%
Ratio of net investment income (loss) to average net assets:
After waivers (a)(f)		1.17	%		0.91	%		0.68	%		0.76	%(bb)		0.64	%(aa)		0.64	%
Before waivers (a)(f)		0.92	%		0.57	%		0.40	%		0.59	%(bb)		0.31	%(aa)		0.22	%
Portfolio turnover rate^		6	%(z)		14	%		27	%		35	%		19	%		37	%

See Notes to Financial Statements.

38

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

FINANCIAL HIGHLIGHTS (Continued)

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
Class R				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	14.39		$	14.20		$	17.07		$	11.33		$	12.38		$	12.26
Income (loss) from investment operations:
Net investment income (loss) (e)		0.05			0.06			0.03			0.05	(2)		0.02	(1)		0.02
Net realized and unrealized gain (loss)		2.65			0.45			(1.82	)		5.70			(0.91	)		0.22
Total from investment operations		2.70			0.51			(1.79	)		5.75			(0.89	)		0.24
Less distributions:
Dividends from net investment income		(0.07	)		—			(0.22	)		(0.01	)		(0.01	)		—
Distributions from net realized gains		(0.49	)		(0.32	)		(0.86	)		—			(0.15	)		(0.12	)
Total dividends and distributions		(0.56	)		(0.32	)		(1.08	)		(0.01	)		(0.16	)		(0.12	)
Net asset value, end of period	$	16.53		$	14.39		$	14.20		$	17.07		$	11.33		$	12.38
Total return (b)		18.83	%		3.62	%		(11.17	)%		50.80	%		(7.31	)%		2.02	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	1,289		$	1,104		$	1,022		$	1,096		$	685		$	912
Ratio of expenses to average net assets:
After waivers (a)(f)		1.45	%(j)		1.45	%(j)		1.46	%(k)		1.49	%(o)		1.50	%(o)		1.49	%(o)
Before waivers (a)(f)		1.69	%		1.78	%		1.76	%		1.67	%		1.83	%		1.91	%
Ratio of net investment income (loss) to average net assets:
After waivers (a)(f)		0.66	%		0.41	%		0.17	%		0.28	%(bb)		0.15	%(aa)		0.14	%
Before waivers (a)(f)		0.41	%		0.08	%		(0.12	)%		0.11	%(bb)		(0.19	)%(aa)		(0.28	)%
Portfolio turnover rate^		6	%(z)		14	%		27	%		35	%		19	%		37	%
	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
Class T**				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	14.59		$	14.35		$	17.24		$	11.43		$	12.49		$	12.36
Income (loss) from investment operations:
Net investment income (loss) (e)		0.10			0.14			0.11			0.13	(2)		0.07	(1)		0.08
Net realized and unrealized gain (loss)		2.67			0.45			(1.85	)		5.75			(0.91	)		0.23
Total from investment operations		2.77			0.59			(1.74	)		5.88			(0.84	)		0.31
Less distributions:
Dividends from net investment income		(0.15	)		(0.03	)		(0.29	)		(0.07	)		(0.07	)		(0.06	)
Distributions from net realized gains		(0.49	)		(0.32	)		(0.86	)		—			(0.15	)		(0.12	)
Total dividends and distributions		(0.64	)		(0.35	)		(1.15	)		(0.07	)		(0.22	)		(0.18	)
Net asset value, end of period	$	16.72		$	14.59		$	14.35		$	17.24		$	11.43		$	12.49
Total return (b)		19.05	%		4.18	%		(10.74	)%		51.57	%		(6.88	)%		2.57	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	170		$	148		$	146		$	176		$	116		$	127
Ratio of expenses to average net assets:
After waivers (a)(f)		0.95	%(j)		0.95	%(j)		0.96	%(k)		0.99	%(o)		1.00	%(o)		0.99	%(o)
Before waivers (a)(f)		1.44	%		1.53	%		1.51	%		1.42	%		1.58	%		1.66	%
Ratio of net investment income (loss) to average net assets:
After waivers (a)(f)		1.17	%		0.91	%		0.74	%		0.79	%(bb)		0.64	%(aa)		0.64	%
Before waivers (a)(f)		0.68	%		0.33	%		0.19	%		0.37	%(bb)		0.06	%(aa)		(0.02	)%
Portfolio turnover rate^		6	%(z)		14	%		27	%		35	%		19	%		37	%

See Notes to Financial Statements.

39

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

FINANCIAL HIGHLIGHTS (Continued)

** Class T shares currently are not offered for sale. Class T shares were formerly known as Class C Shares.

(1) Includes income resulting from a special dividend. Without this dividend, the per share income amounts would be $0.04, $0.06, $0.01 and $0.06 for Class A, Class I, Class R and Class T, respectively.

(2) Includes income resulting from a special dividend. Without this dividend, the per share income amounts would be $0.02, $0.05, $(0.02) and $0.06 for Class A, Class I, Class R and Class T, respectively.

^ Portfolio turnover rate excludes derivatives, if any.

(a) Ratios for periods less than one year are annualized.

(b) Total returns for periods less than one year are not annualized.

(e) Net investment income (loss) per share is based on average shares outstanding.

(f) Expenses do not include the expenses of the underlying funds (“indirect expenses”), if applicable.

(j) Including direct and indirect expenses, the net expense ratio after waivers would be 1.20% for Class A, 0.95% for Class I, 1.45% for Class R and 0.95% for Class T.

(k) Including direct and indirect expenses, the net expense ratio after waivers would be 1.21% for Class A, 0.96% for Class I, 1.46% for Class R and 0.96% for Class T.

(o) Including direct and indirect expenses, the net expense ratio after waivers would be 1.25% for Class A, 1.00% for Class I, 1.50% for Class R and 1.00% for Class T.

(z) Portfolio turnover rate for periods less than one year is not annualized.

(aa) Includes income resulting from a special dividend. Without this dividend, the ratios for each class would have been 0.09% lower.

(bb) Includes income resulting from a special dividend. Without this dividend, the ratios for each class would have been 0.43% lower.

See Notes to Financial Statements.

40

1290 HIGH YIELD BOND FUND (Unaudited)

Sector Weightings as of April 30, 2024	% of Net Assets
Consumer Discretionary		17.0	%
Industrials		15.4
Information Technology		12.4
Materials		11.6
Communication Services		9.6
Health Care		9.0
Energy		7.7
Investment Companies		7.7
Financials		6.3
Consumer Staples		4.5
Real Estate		2.3
Utilities		0.6
Cash and Other		(4.1	)
		100.0	%
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Fund, you incur two types of costs:

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees (in the case of Class A, Class R and Class T shares of the Fund), and other Fund expenses. These examples are 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 examples are based on an investment of $1,000 invested at the beginning of the six-month period ended April 30, 2024 and held for the entire six-month period.

Actual Expenses

The first line of the following table provides information about actual account values and actual expenses. You may use the information in this line, 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 line 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 line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio 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 and 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), redemption fees, or exchange fees. Therefore, the second line 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.

EXAMPLE

	Beginning Account Value 11/1/23		Ending Account Value 4/30/24		Expenses Paid During Period* 11/1/23 - 4/30/24
Class A
Actual		$1,000.00		$1,089.60		$5.20
Hypothetical (5% average annual return before expenses)		1,000.00		1,019.89		5.02
Class I
Actual		1,000.00		1,090.90		3.90
Hypothetical (5% average annual return before expenses)		1,000.00		1,021.13		3.77
Class R
Actual		1,000.00		1,088.30		6.49
Hypothetical (5% average annual return before expenses)		1,000.00		1,018.65		6.27
Class T
Actual		1,000.00		1,090.90		3.90
Hypothetical (5% average annual return before expenses)		1,000.00		1,021.13		3.77
* Expenses are equal to the Fund’s A, I, R and T shares annualized expense ratio of 1.00%, 0.75%, 1.25% and 0.75%, respectively, multiplied by the average account value over the period, and multiplied by 182/366 (to reflect the one-half year period).

41

1290 FUNDS

1290 HIGH YIELD BOND FUND

PORTFOLIO OF INVESTMENTS

April 30, 2024 (Unaudited)

	Principal Amount		Value (Note 1)
LONG-TERM DEBT SECURITIES:
Corporate Bonds (96.4%)
Communication Services (9.6%)
Diversified Telecommunication Services (3.3%)
Altice France SA 8.125%, 2/1/27§	$	200,000	$	150,000
CCO Holdings LLC 5.500%, 5/1/26§		187,000		182,559
6.375%, 9/1/29§		290,000		265,712
4.750%, 3/1/30§		175,000		145,031
4.500%, 5/1/32		426,000		326,955
4.500%, 6/1/33§		452,000		338,141
Level 3 Financing, Inc. 4.250%, 7/1/28§		191,000		71,625
Lumen Technologies, Inc. 5.125%, 12/15/26§		221,000		138,125
Windstream Escrow LLC 7.750%, 8/15/28§		219,000		210,514
Zayo Group Holdings, Inc. 4.000%, 3/1/27§		356,000		282,468
6.125%, 3/1/28§		238,000		157,973
				2,269,103
Entertainment (0.5%)
Live Nation Entertainment, Inc. 4.875%, 11/1/24§		169,000		167,658
6.500%, 5/15/27§		186,000		186,311
				353,969
Media (5.8%)
CSC Holdings LLC 11.750%, 1/31/29§		400,000		353,500
5.750%, 1/15/30§		400,000		174,000
Gray Television, Inc. 4.750%, 10/15/30§		314,000		188,400
McGraw-Hill Education, Inc. 8.000%, 8/1/29§		339,000		312,113
Nexstar Media, Inc. 5.625%, 7/15/27§		351,000		329,940
Outfront Media Capital LLC 5.000%, 8/15/27§		362,000		342,995
Sinclair Television Group, Inc. 5.500%, 3/1/30§		161,000		110,857
Sirius XM Radio, Inc. 3.125%, 9/1/26 (x)§		304,000		282,720
3.875%, 9/1/31 (x)§		423,000		339,457
Stagwell Global LLC 5.625%, 8/15/29§		315,000		281,191
TEGNA, Inc. 4.750%, 3/15/26§		253,000		245,410
5.000%, 9/15/29		174,000		152,727
Univision Communications, Inc. 7.375%, 6/30/30 (x)§		250,000		238,750
VZ Secured Financing BV 5.000%, 1/15/32§		270,000		227,138
Ziggo Bond Co. BV 6.000%, 1/15/27§		350,000		341,687
				3,920,885
Total Communication Services				6,543,957
Consumer Discretionary (17.0%)
Automobile Components (0.5%)
Clarios Global LP 6.750%, 5/15/28§		315,000		316,575
Broadline Retail (1.0%)
Getty Images, Inc. 9.750%, 3/1/27§		668,000		669,670
Distributors (1.5%)
Ritchie Bros Holdings, Inc. 6.750%, 3/15/28 (x)§		155,000		156,128
7.750%, 3/15/31§		261,000		269,845
Verde Purchaser LLC 10.500%, 11/30/30§		179,000		188,621
Windsor Holdings III LLC 8.500%, 6/15/30 (x)§		370,000		384,911
				999,505
Diversified Consumer Services (0.6%)
GEMS MENASA Cayman Ltd. 7.125%, 7/31/26§		200,000		198,813
Wand NewCo 3, Inc. 7.625%, 1/30/32§		181,000		183,941
				382,754
Hotels, Restaurants & Leisure (9.7%)
1011778 BC ULC 5.750%, 4/15/25§		164,000		162,565
3.875%, 1/15/28§		96,000		88,560
Caesars Entertainment, Inc. 7.000%, 2/15/30§		474,000		475,037
Carnival Corp. 6.000%, 5/1/29§		405,000		391,078
7.000%, 8/15/29 (x)§		84,000		85,969
Carnival Holdings Bermuda Ltd. 10.375%, 5/1/28§		150,000		162,661
CEC Entertainment LLC 6.750%, 5/1/26§		166,000		163,510
Churchill Downs, Inc. 5.500%, 4/1/27§		175,000		169,750
5.750%, 4/1/30§		347,000		329,803
Dave & Buster’s, Inc. 7.625%, 11/1/25§		319,000		320,994
Flutter Treasury Designated Activity Co. 6.375%, 4/29/29§		200,000		200,000
Hilton Domestic Operating Co., Inc. 5.750%, 5/1/28§		267,000		263,863
3.625%, 2/15/32§		280,000		235,200
Life Time, Inc. 5.750%, 1/15/26§		370,000		365,427
MajorDrive Holdings IV LLC 6.375%, 6/1/29§		256,000		239,360
Marriott International, Inc. 5.300%, 5/15/34		358,000		342,633
NCL Corp. Ltd. 8.375%, 2/1/28§		218,000		226,772
Ontario Gaming GTA LP 8.000%, 8/1/30§		321,000		327,420
Royal Caribbean Cruises Ltd. 5.375%, 7/15/27§		286,000		278,272
7.250%, 1/15/30§		258,000		265,418

See Notes to Financial Statements.

42

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PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

	Principal Amount		Value (Note 1)
Scientific Games Holdings LP 6.625%, 3/1/30§	$	219,000	$	207,229
Six Flags Entertainment Corp. 6.625%, 5/1/32§		392,000		389,550
Station Casinos LLC 4.500%, 2/15/28§		303,000		280,573
4.625%, 12/1/31 (x)§		150,000		131,253
Vail Resorts, Inc. 6.500%, 5/15/32§		154,000		153,807
Wyndham Hotels & Resorts, Inc. 4.375%, 8/15/28§		203,000		186,543
Yum! Brands, Inc. 5.375%, 4/1/32		226,000		212,695
				6,655,942
Household Durables (0.7%)
CD&R Smokey Buyer, Inc. 6.750%, 7/15/25§		266,000		264,005
Newell Brands, Inc. 6.625%, 9/15/29		225,000		217,125
				481,130
Specialty Retail (2.4%)
eG Global Finance plc 12.000%, 11/30/28§		200,000		205,750
LBM Acquisition LLC 6.250%, 1/15/29§		256,000		235,213
LCM Investments Holdings II LLC 4.875%, 5/1/29§		218,000		197,835
Sonic Automotive, Inc. 4.875%, 11/15/31§		226,000		196,839
Specialty Building Products Holdings LLC 6.375%, 9/30/26§		368,000		363,400
SRS Distribution, Inc. 6.000%, 12/1/29 (x)§		209,000		211,613
White Cap Buyer LLC 6.875%, 10/15/28 (x)§		271,000		261,176
				1,671,826
Textiles, Apparel & Luxury Goods (0.6%)
Crocs, Inc. 4.125%, 8/15/31 (x)§		228,000		192,090
Hanesbrands, Inc. 9.000%, 2/15/31 (x)§		248,000		245,309
				437,399
Total Consumer Discretionary				11,614,801
Consumer Staples (4.5%)
Beverages (0.3%)
Primo Water Holdings, Inc. 4.375%, 4/30/29§		222,000		201,949
Consumer Staples Distribution & Retail (1.2%)
Performance Food Group, Inc. 6.875%, 5/1/25§		193,000		193,000
United Natural Foods, Inc. 6.750%, 10/15/28 (x)§		274,000		210,295
US Foods, Inc. 4.625%, 6/1/30§		318,000		288,871
7.250%, 1/15/32§		145,000		147,973
				840,139
Food Products (1.8%)
Darling Ingredients, Inc. 6.000%, 6/15/30§		144,000		139,680
Fiesta Purchaser, Inc. 7.875%, 3/1/31§		153,000		155,869
Post Holdings, Inc. 5.625%, 1/15/28§		136,000		132,090
4.625%, 4/15/30§		124,000		111,435
4.500%, 9/15/31§		289,000		253,236
Sigma Holdco BV 7.875%, 5/15/26§		200,000		189,100
Simmons Foods, Inc. 4.625%, 3/1/29§		238,000		205,870
				1,187,280
Household Products (0.7%)
Energizer Holdings, Inc. 4.750%, 6/15/28§		272,000		246,160
Kronos Acquisition Holdings, Inc. 7.000%, 12/31/27§		261,000		251,212
				497,372
Personal Care Products (0.5%)
Herbalife Nutrition Ltd. 7.875%, 9/1/25 (x)§		100,000		95,925
Prestige Brands, Inc. 3.750%, 4/1/31§		308,000		260,978
				356,903
Total Consumer Staples				3,083,643
Energy (7.7%)
Energy Equipment & Services (0.3%)
Transocean, Inc. 8.750%, 2/15/30§		208,800		217,056
Oil, Gas & Consumable Fuels (7.4%)
Aethon United BR LP 8.250%, 2/15/26§		136,000		136,986
Antero Resources Corp. 7.625%, 2/1/29§		120,000		122,700
Ascent Resources Utica Holdings LLC 7.000%, 11/1/26§		234,000		232,830
Blue Racer Midstream LLC 7.625%, 12/15/25§		118,000		118,000
6.625%, 7/15/26§		230,000		228,781
Crescent Energy Finance LLC 7.250%, 5/1/26§		291,000		295,365
7.625%, 4/1/32§		218,000		218,817
CrownRock LP 5.625%, 10/15/25§		293,000		291,227
Delek Logistics Partners LP 8.625%, 3/15/29§		274,000		276,307
Encino Acquisition Partners Holdings LLC 8.500%, 5/1/28§		205,000		206,794
Genesis Energy LP 8.000%, 1/15/27		217,000		218,899
7.750%, 2/1/28		382,000		382,000
Kinder Morgan, Inc. 4.800%, 2/1/33 (x)		276,000		255,570
Kinetik Holdings LP 5.875%, 6/15/30§		479,000		461,229

See Notes to Financial Statements.

43

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PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

	Principal Amount		Value (Note 1)
NGL Energy Operating LLC 8.375%, 2/15/32§	$	231,000	$	233,888
NuStar Logistics LP 5.750%, 10/1/25		186,000		184,372
6.000%, 6/1/26		175,000		173,299
Permian Resources Operating LLC 5.875%, 7/1/29§		151,000		146,810
Summit Midstream Holdings LLC 9.500%, 10/15/26 (e)§		396,000		403,425
Sunoco LP 4.500%, 4/30/30		192,000		172,374
7.250%, 5/1/32§		311,000		316,147
				5,075,820
Total Energy				5,292,876
Financials (6.3%)
Capital Markets (0.3%)
Aretec Group, Inc. 7.500%, 4/1/29§		111,000		104,715
10.000%, 8/15/30§		110,000		118,975
				223,690
Consumer Finance (0.9%)
Bread Financial Holdings, Inc. 9.750%, 3/15/29§		140,000		145,312
GGAM Finance Ltd. 8.000%, 2/15/27 (x)§		199,000		204,347
8.000%, 6/15/28§		260,000		267,670
				617,329
Financial Services (2.9%)
Armor Holdco, Inc. 8.500%, 11/15/29§		187,000		173,426
Freedom Mortgage Corp. 12.000%, 10/1/28§		186,000		199,020
Freedom Mortgage Holdings LLC 9.250%, 2/1/29§		156,000		156,636
NCR Atleos Corp. 9.500%, 4/1/29§		247,000		262,546
PHH Mortgage Corp. 7.875%, 3/15/26§		156,000		149,245
Rocket Mortgage LLC 2.875%, 10/15/26§		129,000		118,552
Shift4 Payments LLC 4.625%, 11/1/26§		335,000		322,635
Verscend Escrow Corp. 9.750%, 8/15/26§		631,000		629,423
				2,011,483
Insurance (2.0%)
Acrisure LLC 8.250%, 2/1/29§		185,000		183,612
Alliant Holdings Intermediate LLC 6.750%, 10/15/27§		196,000		191,835
AmWINS Group, Inc. 6.375%, 2/15/29§		216,000		212,220
BroadStreet Partners, Inc. 5.875%, 4/15/29§		272,000		247,095
GTCR AP Finance, Inc. 8.000%, 5/15/27§		132,000		132,000
HUB International Ltd. 7.375%, 1/31/32§		264,000		260,515
Panther Escrow Issuer LLC 7.125%, 6/1/31§		139,000		139,174
				1,366,451
Mortgage Real Estate Investment Trusts (REITs) (0.2%)
Starwood Property Trust, Inc. (REIT) 7.250%, 4/1/29§		121,000		119,185
Total Financials				4,338,138
Health Care (9.0%)
Biotechnology (0.2%)
Grifols SA 4.750%, 10/15/28 (x)§		200,000		161,000
Health Care Equipment & Supplies (1.4%)
Medline Borrower LP 3.875%, 4/1/29§		238,000		213,581
5.250%, 10/1/29 (x)§		300,000		278,250
Neogen Food Safety Corp. 8.625%, 7/20/30§		295,000		310,119
Varex Imaging Corp. 7.875%, 10/15/27§		152,000		154,660
				956,610
Health Care Providers & Services (4.4%)
AdaptHealth LLC 6.125%, 8/1/28 (x)§		220,000		205,150
5.125%, 3/1/30§		229,000		194,165
Centene Corp. 4.625%, 12/15/29		148,000		137,730
HCA, Inc. 5.450%, 4/1/31		298,000		291,021
HealthEquity, Inc. 4.500%, 10/1/29§		448,000		407,107
Heartland Dental LLC 10.500%, 4/30/28§		327,000		345,394
Icon Investments Six Designated Activity Co. 6.000%, 5/8/34		200,000		199,792
Star Parent, Inc. 9.000%, 10/1/30§		203,000		212,135
Surgery Center Holdings, Inc. 7.250%, 4/15/32§		306,000		305,269
Tenet Healthcare Corp. 6.250%, 2/1/27		270,000		268,420
US Acute Care Solutions LLC 6.375%, 3/1/26§		299,000		302,737
9.750%, 5/15/29§		174,000		171,825
				3,040,745
Health Care Technology (1.3%)
IQVIA, Inc. 5.000%, 10/15/26§		200,000		195,174
5.000%, 5/15/27§		260,000		251,511
5.700%, 5/15/28		200,000		199,362
6.250%, 2/1/29		219,000		222,270
				868,317
Life Sciences Tools & Services (0.2%)
Fortrea Holdings, Inc. 7.500%, 7/1/30 (x)§		134,000		135,508

See Notes to Financial Statements.

44

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PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

	Principal Amount		Value (Note 1)
Pharmaceuticals (1.5%)
Bausch Health Cos., Inc. 5.500%, 11/1/25§	$	220,000	$	205,150
11.000%, 9/30/28 (x)§		180,000		140,400
Catalent Pharma Solutions, Inc. 5.000%, 7/15/27§		262,000		255,450
3.500%, 4/1/30§		245,000		232,370
Cheplapharm Arzneimittel GmbH 5.500%, 1/15/28§		200,000		188,000
				1,021,370
Total Health Care				6,183,550
Industrials (15.4%)
Aerospace & Defense (0.3%)
Rolls-Royce plc 5.750%, 10/15/27§		200,000		198,160
Building Products (2.3%)
Advanced Drainage Systems, Inc. 6.375%, 6/15/30§		164,000		162,196
AmeriTex HoldCo Intermediate LLC 10.250%, 10/15/28§		255,000		268,023
Camelot Return Merger Sub, Inc. 8.750%, 8/1/28 (x)§		270,000		264,638
CP Atlas Buyer, Inc. 7.000%, 12/1/28§		152,000		136,575
EMRLD Borrower LP 6.625%, 12/15/30§		363,000		359,370
New Enterprise Stone & Lime Co., Inc. 5.250%, 7/15/28§		188,000		176,156
Standard Industries, Inc. 4.375%, 7/15/30§		209,000		184,540
				1,551,498
Commercial Services & Supplies (5.1%)
ACCO Brands Corp. 4.250%, 3/15/29§		152,000		131,814
ADT Security Corp. (The) 4.875%, 7/15/32 (x)§		218,000		194,292
Allied Universal Holdco LLC 6.625%, 7/15/26§		134,000		133,665
9.750%, 7/15/27§		344,000		342,682
6.000%, 6/1/29§		248,000		210,612
Aramark Services, Inc. 5.000%, 4/1/25§		259,000		256,480
Garda World Security Corp. 9.500%, 11/1/27§		430,000		427,313
6.000%, 6/1/29 (x)§		299,000		263,120
Madison IAQ LLC 5.875%, 6/30/29§		224,000		207,708
Matthews International Corp. 5.250%, 12/1/25§		645,000		630,488
Neptune Bidco US, Inc. 9.290%, 4/15/29§		290,000		272,963
OPENLANE, Inc. 5.125%, 6/1/25§		61,000		59,932
Williams Scotsman, Inc. 6.125%, 6/15/25§		116,000		115,374
7.375%, 10/1/31§		267,000		272,110
				3,518,553
Construction & Engineering (1.3%)
Brand Industrial Services, Inc. 10.375%, 8/1/30 (x)§		50,000		53,375
Dycom Industries, Inc. 4.500%, 4/15/29§		218,000		200,015
Pike Corp. 5.500%, 9/1/28§		295,000		279,881
8.625%, 1/31/31§		160,000		167,800
Weekley Homes LLC 4.875%, 9/15/28§		172,000		156,735
				857,806
Electrical Equipment (0.2%)
EnerSys 6.625%, 1/15/32§		164,000		163,180
Ground Transportation (2.0%)
NESCO Holdings II, Inc. 5.500%, 4/15/29§		417,000		389,111
RXO, Inc. 7.500%, 11/15/27§		198,000		200,288
Watco Cos. LLC 6.500%, 6/15/27§		503,000		495,455
XPO, Inc. 7.125%, 6/1/31§		230,000		230,288
7.125%, 2/1/32§		63,000		63,312
				1,378,454
Machinery (1.3%)
ATS Corp. 4.125%, 12/15/28§		217,000		194,276
Chart Industries, Inc. 7.500%, 1/1/30§		307,000		314,291
Hillenbrand, Inc. 6.250%, 2/15/29		241,000		239,795
Husky Injection Molding Systems Ltd. 9.000%, 2/15/29§		100,000		103,000
				851,362
Professional Services (0.8%)
Dun & Bradstreet Corp. (The) 5.000%, 12/15/29§		244,000		221,467
Science Applications International Corp. 4.875%, 4/1/28§		178,000		167,320
VT Topco, Inc. 8.500%, 8/15/30§		172,000		177,590
				566,377
Trading Companies & Distributors (2.1%)
Beacon Roofing Supply, Inc. 6.500%, 8/1/30§		162,000		161,798
EquipmentShare.com, Inc. 9.000%, 5/15/28 (x)§		200,000		205,750
8.625%, 5/15/32§		93,000		94,976
United Rentals North America, Inc. 6.000%, 12/15/29§		252,000		248,278
6.125%, 3/15/34§		210,000		205,036
WESCO Distribution, Inc. 7.250%, 6/15/28§		341,000		345,262
6.625%, 3/15/32§		182,000		181,090
				1,442,190
Total Industrials				10,527,580

See Notes to Financial Statements.

45

1290 FUNDS

1290 HIGH YIELD BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

	Principal Amount		Value (Note 1)
Information Technology (12.4%)
Communications Equipment (1.1%)
CommScope Technologies LLC 6.000%, 6/15/25 (x)§	$	150,000	$	118,500
CommScope, Inc. 6.000%, 3/1/26§		330,000		294,112
8.250%, 3/1/27§		242,000		93,170
4.750%, 9/1/29§		361,000		252,173
				757,955
Electronic Equipment, Instruments & Components (0.3%)
Likewize Corp. 9.750%, 10/15/25§		194,000		196,183
IT Services (1.6%)
Ahead DB Holdings LLC 6.625%, 5/1/28§		264,000		239,118
ION Trading Technologies Sarl 5.750%, 5/15/28§		400,000		365,000
Presidio Holdings, Inc. 8.250%, 2/1/28§		190,000		192,138
Unisys Corp. 6.875%, 11/1/27§		348,000		300,150
				1,096,406
Software (9.4%)
ACI Worldwide, Inc. 5.750%, 8/15/26§		437,000		431,538
Alteryx, Inc. 8.750%, 3/15/28§		252,000		255,150
AthenaHealth Group, Inc. 6.500%, 2/15/30 (x)§		432,000		389,814
Boxer Parent Co., Inc. 7.125%, 10/2/25§		305,000		305,000
Camelot Finance SA 4.500%, 11/1/26§		296,000		281,993
Capstone Borrower, Inc. 8.000%, 6/15/30 (x)§		131,000		131,542
Central Parent LLC 8.000%, 6/15/29§		143,000		146,754
Central Parent, Inc. 7.250%, 6/15/29§		164,000		165,294
Clarivate Science Holdings Corp. 4.875%, 7/1/29 (x)§		442,000		401,115
Cloud Software Group, Inc. 6.500%, 3/31/29§		163,000		154,398
9.000%, 9/30/29§		414,000		397,440
Gen Digital, Inc. 5.000%, 4/15/25§		328,000		324,024
7.125%, 9/30/30§		251,000		253,118
Helios Software Holdings, Inc. 4.625%, 5/1/28§		200,000		176,500
McAfee Corp. 7.375%, 2/15/30§		312,000		288,405
NCR Voyix Corp. 5.000%, 10/1/28§		245,000		225,400
5.125%, 4/15/29§		344,000		315,190
Open Text Corp. 6.900%, 12/1/27§		160,000		163,400
Open Text Holdings, Inc. 4.125%, 12/1/31§		402,000		343,208
Rocket Software, Inc. 6.500%, 2/15/29§		242,000		201,276
SS&C Technologies, Inc. 5.500%, 9/30/27§		406,000		394,835
UKG, Inc. 6.875%, 2/1/31§		104,000		104,431
ZoomInfo Technologies LLC 3.875%, 2/1/29§		638,000		558,556
				6,408,381
Total Information Technology				8,458,925
Materials (11.6%)
Chemicals (5.8%)
Avient Corp. 7.125%, 8/1/30§		248,000		251,207
Axalta Coating Systems LLC 4.750%, 6/15/27§		178,000		170,399
HB Fuller Co. 4.250%, 10/15/28		218,000		200,115
Illuminate Buyer LLC 9.000%, 7/1/28§		652,000		636,515
INEOS Quattro Finance 2 plc 3.375%, 1/15/26§		200,000		188,500
LSF11 A5 HoldCo LLC 6.625%, 10/15/29§		233,000		216,320
Minerals Technologies, Inc. 5.000%, 7/1/28§		508,000		480,060
NOVA Chemicals Corp. 8.500%, 11/15/28§		185,000		194,250
Nufarm Australia Ltd. 5.000%, 1/27/30§		360,000		328,500
Olin Corp. 5.625%, 8/1/29		214,000		206,242
Olympus Water US Holding Corp. 4.250%, 10/1/28§		343,000		307,625
6.250%, 10/1/29§		400,000		359,000
WR Grace Holdings LLC 5.625%, 8/15/29§		470,000		420,650
				3,959,383
Containers & Packaging (5.5%)
ARD Finance SA 6.500%, 6/30/27 PIK§		600,000		147,000
Ardagh Metal Packaging Finance USA LLC 4.000%, 9/1/29§		400,000		329,520
Ardagh Packaging Finance plc 4.125%, 8/15/26§		200,000		166,750
Clydesdale Acquisition Holdings, Inc. 8.750%, 4/15/30 (x)§		365,000		351,922
Intelligent Packaging Ltd. Finco, Inc. 6.000%, 9/15/28§		248,000		236,086
LABL, Inc. 6.750%, 7/15/26§		219,000		215,167
10.500%, 7/15/27§		438,000		428,697
5.875%, 11/1/28§		158,000		140,423
Mauser Packaging Solutions Holding Co. 7.875%, 4/15/27§		210,000		213,281
9.250%, 4/15/27§		670,000		655,227
Owens-Brockway Glass Container, Inc. 6.625%, 5/13/27§		210,000		209,212
7.250%, 5/15/31§		206,000		205,458

See Notes to Financial Statements.

46

1290 FUNDS

1290 HIGH YIELD BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

	Principal Amount		Value (Note 1)
Sealed Air Corp. 6.125%, 2/1/28§	$	103,000	$	101,455
Trivium Packaging Finance BV 5.500%, 8/15/26 (e)§		400,000		392,000
				3,792,198
Metals & Mining (0.3%)
Kaiser Aluminum Corp. 4.500%, 6/1/31§		212,000		185,235
Total Materials				7,936,816
Real Estate (2.3%)
Diversified REITs (0.3%)
VICI Properties LP (REIT) 4.625%, 6/15/25§		192,000		189,024
Hotel & Resort REITs (0.6%)
Park Intermediate Holdings LLC (REIT) 5.875%, 10/1/28§		204,000		195,840
XHR LP (REIT) 6.375%, 8/15/25§		214,000		212,930
				408,770
Real Estate Management & Development (1.0%)
Cushman & Wakefield US Borrower LLC 6.750%, 5/15/28 (x)§		280,000		276,167
Greystar Real Estate Partners LLC 7.750%, 9/1/30§		202,000		207,050
Howard Hughes Corp. (The) 4.375%, 2/1/31§		291,000		245,632
				728,849
Specialized REITs (0.4%)
Iron Mountain, Inc. (REIT) 5.000%, 7/15/28§		300,000		282,849
Total Real Estate				1,609,492
Utilities (0.6%)
Water Utilities (0.6%)
Solaris Midstream Holdings LLC 7.625%, 4/1/26§		384,000		384,480
Total Utilities				384,480
Total Corporate Bonds				65,974,258
Total Long-Term Debt Securities (96.4%) (Cost $68,206,642)				65,974,258
	Number of Shares		Value (Note 1)
SHORT-TERM INVESTMENTS:
Investment Companies (7.7%)
Invesco Government & Agency Portfolio, Institutional Shares 5.56% (7 day yield) (xx)		3,965,433		3,965,433
JPMorgan Prime Money Market Fund, IM Shares 5.43% (7 day yield)		1,271,592		1,271,846
Total Investment Companies				5,237,279
Total Short-Term Investments (7.7%) (Cost $5,237,345)				5,237,279
Total Investments in Securities (104.1%) (Cost $73,443,987)				71,211,537
Other Assets Less Liabilities (-4.1%)				(2,774,078	)
Net Assets (100%)			$	68,437,459

§ Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may only be resold to qualified institutional buyers. At April 30, 2024, the market value of these securities amounted to $61,370,862 or 89.7% of net assets.

(e) Step Bond - Coupon rate increases or decreases in increments to maturity. Rate disclosed is as of April 30, 2024. Maturity date disclosed is the ultimate maturity date.

(x) All or a portion of security is on loan at April 30, 2024.

(xx) At April 30, 2024, the Fund had loaned securities with a total value of $4,051,645. This was collateralized by $183,164 of various U.S. Government Treasury Securities, ranging from 0.125% – 6.250%, maturing 7/15/24 – 8/15/49 and by cash of $3,965,433 which was subsequently invested in investment companies as detailed in the Notes to the Financial Statements.

Glossary:

PIK — Payment-in Kind Security

REIT — Real Estate Investment Trust

See Notes to Financial Statements.

47

1290 FUNDS

1290 HIGH YIELD BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of April 30, 2024:

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Corporate Bonds
Communication Services	$	—	$	6,543,957	$	—	$	6,543,957
Consumer Discretionary		—		11,614,801		—		11,614,801
Consumer Staples		—		3,083,643		—		3,083,643
Energy		—		5,292,876		—		5,292,876
Financials		—		4,338,138		—		4,338,138
Health Care		—		6,183,550		—		6,183,550
Industrials		—		10,527,580		—		10,527,580
Information Technology		—		8,458,925		—		8,458,925
Materials		—		7,936,816		—		7,936,816
Real Estate		—		1,609,492		—		1,609,492
Utilities		—		384,480		—		384,480
Short-Term Investments
Investment Companies		5,237,279		—		—		5,237,279
Total Assets	$	5,237,279	$	65,974,258	$	—	$	71,211,537
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	5,237,279	$	65,974,258	$	—	$	71,211,537

The Fund held no derivatives contracts during the six months ended April 30, 2024.

Investment security transactions for the six months ended April 30, 2024 were as follows: 

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	11,951,440
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	9,091,753

As of April 30, 2024, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	850,057
Aggregate gross unrealized depreciation		(3,874,497	)
Net unrealized depreciation	$	(3,024,440	)
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	74,235,977

See Notes to Financial Statements.

48

1290 FUNDS

1290 HIGH YIELD BOND FUND

STATEMENT OF ASSETS AND LIABILITIES

April 30, 2024 (Unaudited)

ASSETS
Investments in Securities, at value (x) (Cost $73,443,987)	$	71,211,537
Cash		895,000
Dividends, interest and other receivables		1,142,418
Receivable for Fund shares sold		153,570
Receivable for securities sold		61,313
Prepaid registration and filing fees		22,716
Securities lending income receivable		2,900
Total assets		73,489,454
LIABILITIES
Payable for return of collateral on securities loaned		3,965,433
Payable for securities purchased		957,678
Dividends and distributions payable		33,404
Payable for Fund shares repurchased		28,751
Investment advisory fees payable		11,301
Transfer agent fees payable		8,867
Administrative fees payable		8,401
Distribution fees payable – Class A		411
Distribution fees payable – Class R		193
Trustees’ fees payable		135
Distribution fees payable – Class T**		24
Accrued expenses		37,397
Total liabilities		5,051,995
Commitments and contingent liabilities^
NET ASSETS	$	68,437,459
Net assets were comprised of:
Paid in capital	$	78,295,225
Total distributable earnings (loss)		(9,857,766	)
Net assets	$	68,437,459
Class A
Net asset value and redemption price per share, $2,061,293 / 249,727 shares outstanding (unlimited amount authorized: $0.001 par value)	$	8.25
Maximum sales charge (4.50% of offering price)		0.39
Maximum offering price per share	$	8.64
Class I
Net asset value, offering and redemption price per share, $65,796,684 / 7,965,093 shares outstanding (unlimited amount authorized: $0.001 par value)	$	8.26
Class R
Net asset value, offering and redemption price per share, $462,270 / 56,036 shares outstanding (unlimited amount authorized: $0.001 par value)	$	8.25
Class T**
Net asset value and redemption price per share, $117,212 / 14,192 shares outstanding (unlimited amount authorized: $0.001 par value)	$	8.26
Maximum sales charge (2.50% of offering price)		0.21
Maximum offering price per share	$	8.47

(x) Includes value of securities on loan of $4,051,645.

^ See Note 2 in Notes to the Financial Statements.

** Class T shares currently are not offered for sale.

STATEMENT OF OPERATIONS

For the Six Months Ended April 30, 2024 (Unaudited)

INVESTMENT INCOME
Interest	$	2,316,112
Dividends		27,404
Securities lending (net)		19,469
Total income		2,362,985
EXPENSES
Investment advisory fees		196,740
Administrative fees		49,195
Professional fees		46,806
Transfer agent fees		42,467
Registration and filing fees		18,568
Printing and mailing expenses		11,565
Custodian fees		4,725
Distribution fees – Class A		2,422
Trustees’ fees		1,223
Distribution fees – Class R		1,089
Distribution fees – Class T**		146
Miscellaneous		9,352
Gross expenses		384,298
Less:   Waiver from investment adviser		(134,633	)
Waiver from distributor		(146	)
Net expenses		249,519
NET INVESTMENT INCOME (LOSS)		2,113,466
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		(309,779	)
Net change in unrealized appreciation (depreciation) on investments in securities		3,739,050
NET REALIZED AND UNREALIZED GAIN (LOSS)		3,429,271
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	5,542,737

** Class T shares currently are not offered for sale.

See Notes to Financial Statements.

49

1290 FUNDS

1290 HIGH YIELD BOND FUND

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31, 2023
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	2,113,466		$	3,598,035
Net realized gain (loss)		(309,779	)		(2,469,007	)
Net change in unrealized appreciation (depreciation)		3,739,050			1,457,603
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		5,542,737			2,586,631
Distributions to shareholders:
Class A		(60,741	)		(115,750	)
Class I		(2,053,892	)		(3,515,387	)
Class R		(13,110	)		(20,122	)
Class T**		(3,800	)		(7,073	)
Total distributions to shareholders		(2,131,543	)		(3,658,332	)
Tax return of capital:
Class A		—			(1,006	)
Class I		—			(30,566	)
Class R		—			(175	)
Class T**		—			(62	)
Total tax return of capital		—			(31,809	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 28,589 and 37,137 shares, respectively ]		236,299			302,809
Capital shares issued in reinvestment of dividends [ 6,570 and 12,500 shares, respectively ]		54,384			100,543
Capital shares repurchased [ (18,371) and (48,706) shares, respectively ]		(152,401	)		(391,667	)
Total Class A transactions		138,282			11,685
Class I
Capital shares sold [ 1,303,664 and 3,843,263 shares, respectively ]		10,807,949			30,919,225
Capital shares issued in reinvestment of dividends [ 227,265 and 397,864 shares, respectively ]		1,882,594			3,202,134
Capital shares repurchased [ (1,125,234) and (3,447,821) shares, respectively ]		(9,265,789	)		(27,793,519	)
Total Class I transactions		3,424,754			6,327,840
Class R
Capital shares sold [ 10,384 and 16,648 shares, respectively ]		86,283			133,797
Capital shares issued in reinvestment of dividends [ 939 and 1,284 shares, respectively ]		7,773			10,316
Capital shares repurchased [ (2,317) and (18,057) shares, respectively ]		(19,061	)		(144,395	)
Total Class R transactions		74,995			(282	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		3,638,031			6,339,243
TOTAL INCREASE (DECREASE) IN NET ASSETS		7,049,225			5,235,733
NET ASSETS:
Beginning of period		61,388,234			56,152,501
End of period	$	68,437,459		$	61,388,234
**   Class T shares currently are not offered for sale.

See Notes to Financial Statements.

50

1290 FUNDS

1290 HIGH YIELD BOND FUND

FINANCIAL HIGHLIGHTS

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
Class A				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	7.81		$	7.95		$	9.24		$	9.01		$	9.06		$	8.93
Income (loss) from investment operations:
Net investment income (loss) (e)		0.26			0.47			0.40			0.39			0.44			0.47
Net realized and unrealized gain (loss)		0.44			(0.13	)		(1.27	)		0.26			(0.03	)		0.14
Total from investment operations		0.70			0.34			(0.87	)		0.65			0.41			0.61
Less distributions:
Dividends from net investment income		(0.26	)		(0.48	)		(0.40	)		(0.42	)		(0.46	)		(0.47	)
Return of capital		—			—	#		(0.02	)		—	#		—			(0.01	)
Total dividends and distributions		(0.26	)		(0.48	)		(0.42	)		(0.42	)		(0.46	)		(0.48	)
Net asset value, end of period	$	8.25		$	7.81		$	7.95		$	9.24		$	9.01		$	9.06
Total return (b)		8.96	%		4.30	%		(9.60	)%		7.27	%		4.72	%		6.97	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	2,061		$	1,819		$	1,844		$	2,145		$	2,115		$	1,623
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%
Before waivers and reimbursements (a)(f)		1.41	%		1.50	%		1.43	%		1.44	%		1.68	%		1.79	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		6.20	%		5.83	%		4.61	%		4.24	%		4.97	%		5.27	%
Before waivers and reimbursements (a)(f)		5.79	%		5.33	%		4.18	%		3.80	%		4.29	%		4.48	%
Portfolio turnover rate^		14	%(z)		35	%		43	%		39	%		59	%		54	%
	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
Class I				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	7.82		$	7.95		$	9.25		$	9.01		$	9.06		$	8.94
Income (loss) from investment operations:
Net investment income (loss) (e)		0.27			0.49			0.42			0.42			0.47			0.50
Net realized and unrealized gain (loss)		0.44			(0.12	)		(1.28	)		0.26			(0.04	)		0.12
Total from investment operations		0.71			0.37			(0.86	)		0.68			0.43			0.62
Less distributions:
Dividends from net investment income		(0.27	)		(0.50	)		(0.42	)		(0.44	)		(0.48	)		(0.49	)
Return of capital		—			—	#		(0.02	)		—	#		—			(0.01	)
Total dividends and distributions		(0.27	)		(0.50	)		(0.44	)		(0.44	)		(0.48	)		(0.50	)
Net asset value, end of period	$	8.26		$	7.82		$	7.95		$	9.25		$	9.01		$	9.06
Total return (b)		9.09	%		4.69	%		(9.47	)%		7.65	%		4.98	%		7.12	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	65,797		$	59,091		$	53,821		$	66,473		$	42,159		$	35,453
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.75	%		0.75	%		0.75	%		0.75	%		0.75	%		0.75	%
Before waivers and reimbursements (a)(f)		1.16	%		1.26	%		1.18	%		1.18	%		1.43	%		1.53	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		6.45	%		6.09	%		4.84	%		4.47	%		5.22	%		5.50	%
Before waivers and reimbursements (a)(f)		6.04	%		5.58	%		4.42	%		4.04	%		4.54	%		4.71	%
Portfolio turnover rate^		14	%(z)		35	%		43	%		39	%		59	%		54	%

See Notes to Financial Statements.

51

1290 FUNDS

1290 HIGH YIELD BOND FUND

FINANCIAL HIGHLIGHTS (Continued)

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
Class R				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	7.81		$	7.95		$	9.23		$	9.00		$	9.05		$	8.93
Income (loss) from investment operations:
Net investment income (loss) (e)		0.24			0.45			0.37			0.37			0.42			0.45
Net realized and unrealized gain (loss)		0.45			(0.13	)		(1.25	)		0.25			(0.03	)		0.13
Total from investment operations		0.69			0.32			(0.88	)		0.62			0.39			0.58
Less distributions:
Dividends from net investment income		(0.25	)		(0.46	)		(0.38	)		(0.39	)		(0.44	)		(0.45	)
Return of capital		—			—	#		(0.02	)		—	#		—			(0.01	)
Total dividends and distributions		(0.25	)		(0.46	)		(0.40	)		(0.39	)		(0.44	)		(0.46	)
Net asset value, end of period	$	8.25		$	7.81		$	7.95		$	9.23		$	9.00		$	9.05
Total return (b)		8.83	%		4.04	%		(9.72	)%		7.01	%		4.46	%		6.59	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	462		$	367		$	375		$	708		$	638		$	307
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		1.25	%		1.25	%		1.25	%		1.25	%		1.25	%		1.25	%
Before waivers and reimbursements (a)(f)		1.66	%		1.76	%		1.67	%		1.69	%		1.92	%		2.03	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		5.95	%		5.59	%		4.29	%		3.98	%		4.69	%		5.00	%
Before waivers and reimbursements (a)(f)		5.54	%		5.08	%		3.87	%		3.54	%		4.01	%		4.22	%
Portfolio turnover rate^		14	%(z)		35	%		43	%		39	%		59	%		54	%
	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
Class T**				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	7.82		$	7.95		$	9.24		$	9.01		$	9.06		$	8.93
Income (loss) from investment operations:
Net investment income (loss) (e)		0.27			0.49			0.42			0.42			0.47			0.50
Net realized and unrealized gain (loss)		0.44			(0.12	)		(1.27	)		0.25			(0.04	)		0.13
Total from investment operations		0.71			0.37			(0.85	)		0.67			0.43			0.63
Less distributions:
Dividends from net investment income		(0.27	)		(0.50	)		(0.42	)		(0.44	)		(0.48	)		(0.49	)
Return of capital		—			—	#		(0.02	)		—	#		—			(0.01	)
Total dividends and distributions		(0.27	)		(0.50	)		(0.44	)		(0.44	)		(0.48	)		(0.50	)
Net asset value, end of period	$	8.26		$	7.82		$	7.95		$	9.24		$	9.01		$	9.06
Total return (b)		9.09	%		4.69	%		(9.37	)%		7.53	%		4.98	%		7.24	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	117		$	111		$	113		$	131		$	128		$	129
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.75	%		0.75	%		0.75	%		0.75	%		0.75	%		0.75	%
Before waivers and reimbursements (a)(f)		1.41	%		1.51	%		1.43	%		1.44	%		1.68	%		1.78	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		6.45	%		6.08	%		4.86	%		4.49	%		5.23	%		5.50	%
Before waivers and reimbursements (a)(f)		5.79	%		5.33	%		4.18	%		3.80	%		4.30	%		4.47	%
Portfolio turnover rate^		14	%(z)		35	%		43	%		39	%		59	%		54	%

** Class T shares currently are not offered for sale. Class T shares were formerly known as Class C shares.

# Per share amount is less than $0.005.

^ Portfolio turnover rate excludes derivatives, if any.

(a) Ratios for periods less than one year are annualized.

(b) Total returns for periods less than one year are not annualized.

(e) Net investment income (loss) per share is based on average shares outstanding.

(f) Expenses do not include the expenses of the underlying funds (“indirect expenses”), if applicable.

(z) Portfolio turnover rate for periods less than one year is not annualized.

See Notes to Financial Statements.

52

1290 LOOMIS SAYLES MULTI-ASSET INCOME FUND (Unaudited)

Sector Weightings as of April 30, 2024	% of Net Assets
Financials		21.6	%
Industrials		9.6
Information Technology		9.5
Consumer Discretionary		8.6
Communication Services		6.7
Energy		6.4
Health Care		5.3
Materials		4.7
Consumer Staples		4.0
Utilities		2.9
U.S. Treasury Obligations		2.9
Exchange Traded Funds		2.7
Foreign Government Securities		2.5
Investment Company		2.4
Asset-Backed Securities		1.4
Real Estate		1.3
Foreign Government Treasury Bill		1.0
Cash and Other		6.5
		100.0	%
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Fund, you incur two types of costs:

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees (in the case of Class A and Class R shares of the Fund), and other Fund expenses. These examples are 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 examples are based on an investment of $1,000 invested at the beginning of the six-month period ended April 30, 2024 and held for the entire six-month period.

Actual Expenses

The first line of the following table provides information about actual account values and actual expenses. You may use the information in this line, 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 line 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 line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio 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 and 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), redemption fees, or exchange fees. Therefore, the second line 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.

EXAMPLE

	Beginning Account Value 11/1/23		Ending Account Value 4/30/24		Expenses Paid During Period* 11/1/23 - 4/30/24
Class A
Actual		$1,000.00		$1,098.60		$5.48
Hypothetical (5% average annual return before expenses)		1,000.00		1,019.64		5.27
Class I
Actual		1,000.00		1,101.00		4.18
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.89		4.02
Class R
Actual		1,000.00		1,097.40		6.78
Hypothetical (5% average annual return before expenses)		1,000.00		1,018.40		6.52
* Expenses are equal to the Fund’s A, I and R shares annualized expense ratio of 1.05%, 0.80% and 1.30%, respectively, multiplied by the average account value over the period, and multiplied by 182/366 (to reflect the one-half year period).

53

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PORTFOLIO OF INVESTMENTS

April 30, 2024 (Unaudited)

	Principal Amount		Value (Note 1)
LONG-TERM DEBT SECURITIES:
Asset-Backed Securities (1.4%)
Anchorage Capital CLO 17 Ltd.,
Series 2021-17A A1 6.760%, 7/15/34 (l)§	$	250,000	$	250,363
Magnetite XXVII Ltd.,
Series 2020-27A AR 6.726%, 10/20/34 (l)§		335,000		335,987
Sound Point CLO XXVII Ltd.,
Series 2020-2A AR 6.765%, 10/25/34 (l)§		340,000		340,020
United Airlines Pass-Through Trust,
Series 2020-1 A 5.875%, 10/15/27		19,284		19,168
Total Asset-Backed Securities				945,538
Convertible Bonds (0.6%)
Communication Services (0.1%)
Interactive Media & Services (0.1%)
Liberty TripAdvisor Holdings, Inc. 0.500%, 6/30/51§		70,000		65,275
Total Communication Services				65,275
Consumer Discretionary (0.1%)
Hotels, Restaurants & Leisure (0.1%)
DraftKings Holdings, Inc. (Zero Coupon), 3/15/28		66,000		54,615
Total Consumer Discretionary				54,615
Financials (0.1%)
Financial Services (0.1%)
Block, Inc. 0.125%, 3/1/25		55,000		54,406
Total Financials				54,406
Industrials (0.3%)
Electrical Equipment (0.2%)
Stem, Inc. 0.500%, 12/1/28§		345,000		157,508
Ground Transportation (0.1%)
Uber Technologies, Inc.
Series 2028 0.875%, 12/1/28§		45,000		50,445
Total Industrials				207,953
Total Convertible Bonds				382,249
Corporate Bonds (40.0%)
Communication Services (3.1%)
Diversified Telecommunication Services (0.3%)
CCO Holdings LLC 4.250%, 1/15/34§		42,000		30,319
Consolidated Communications, Inc. 5.000%, 10/1/28§		25,000		20,625
6.500%, 10/1/28§		63,000		54,652
Frontier Communications Holdings LLC
6.750%, 5/1/29§		106,000		92,883
6.000%, 1/15/30§		17,000		14,110
				212,589
Entertainment (0.3%)
Lions Gate Capital Holdings LLC 5.500%, 4/15/29§		51,000		38,726
ROBLOX Corp. 3.875%, 5/1/30§		156,000		134,745
				173,471
Interactive Media & Services (0.3%)
TripAdvisor, Inc. 7.000%, 7/15/25§		217,000		217,554
Media (1.3%)
Advantage Sales & Marketing, Inc. 6.500%, 11/15/28§		76,000		70,774
AMC Networks, Inc. 4.250%, 2/15/29		81,000		54,979
Directv Financing LLC 5.875%, 8/15/27§		10,000		9,287
8.875%, 2/1/30§		252,000		245,070
Gray Television, Inc. 4.750%, 10/15/30 (x)§		83,000		49,800
News Corp. 5.125%, 2/15/32§		145,000		132,313
Scripps Escrow II, Inc. 5.375%, 1/15/31§		50,000		29,487
Sinclair Television Group, Inc. 5.500%, 3/1/30§		38,000		26,165
4.125%, 12/1/30§		25,000		17,125
TEGNA, Inc. 5.000%, 9/15/29		137,000		120,250
Townsquare Media, Inc. 6.875%, 2/1/26§		61,000		59,048
Urban One, Inc. 7.375%, 2/1/28§		22,000		17,875
				832,173
Wireless Telecommunication Services (0.9%)
Millicom International Cellular SA 4.500%, 4/27/31 (m)		245,000		203,912
T-Mobile USA, Inc. 4.800%, 7/15/28		260,000		253,052
5.150%, 4/15/34		155,000		149,078
				606,042
Total Communication Services				2,041,829
Consumer Discretionary (5.2%)
Automobile Components (0.4%)
Allison Transmission, Inc. 3.750%, 1/30/31§		158,000		135,090
Patrick Industries, Inc. 4.750%, 5/1/29§		67,000		60,635
Tenneco, Inc. 8.000%, 11/17/28§		79,000		73,995
				269,720
Automobiles (0.2%)
PM General Purchaser LLC 9.500%, 10/1/28§		55,000		55,550
Thor Industries, Inc. 4.000%, 10/15/29§		67,000		58,230
				113,780

See Notes to Financial Statements.

54

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PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

	Principal Amount		Value (Note 1)
Broadline Retail (0.8%)
Go Daddy Operating Co. LLC 3.500%, 3/1/29§	$	72,000	$	63,630
GrubHub Holdings, Inc. 5.500%, 7/1/27§		78,000		69,420
Kohl’s Corp. 4.625%, 5/1/31 (e)		88,000		72,380
Millennium Escrow Corp. 6.625%, 8/1/26§		38,000		21,843
NMG Holding Co., Inc. 7.125%, 4/1/26§		38,000		37,667
Nordstrom, Inc. 6.950%, 3/15/28		155,000		151,900
QVC, Inc. 4.750%, 2/15/27		75,000		64,969
5.450%, 8/15/34		22,000		14,300
				496,109
Distributors (0.3%)
American Builders & Contractors Supply Co., Inc. 4.000%, 1/15/28§		68,000		62,955
Resideo Funding, Inc. 4.000%, 9/1/29§		147,000		128,901
				191,856
Diversified Consumer Services (0.2%)
Grand Canyon University 4.125%, 10/1/24		121,000		118,429
StoneMor, Inc. 8.500%, 5/15/29§		44,000		34,540
				152,969
Hotels, Restaurants & Leisure (1.0%)
Expedia Group, Inc. 2.950%, 3/15/31		265,000		225,233
Full House Resorts, Inc. 8.250%, 2/15/28§		31,000		29,373
GPS Hospitality Holding Co. LLC 7.000%, 8/15/28§		46,000		34,845
Hilton Domestic Operating Co., Inc. 5.875%, 4/1/29§		190,000		186,802
NCL Finance Ltd. 6.125%, 3/15/28§		23,000		22,425
Premier Entertainment Sub LLC 5.875%, 9/1/31§		62,000		44,175
Royal Caribbean Cruises Ltd. 7.500%, 10/15/27		80,000		83,400
				626,253
Household Durables (1.4%)
Ashton Woods USA LLC 4.625%, 8/1/29§		74,000		66,507
Brookfield Residential Properties, Inc. 6.250%, 9/15/27§		70,000		67,200
Dream Finders Homes, Inc. 8.250%, 8/15/28§		119,000		121,975
KB Home 4.800%, 11/15/29		143,000		132,632
Landsea Homes Corp. 8.875%, 4/1/29§		69,000		67,534
M/I Homes, Inc. 4.950%, 2/1/28		134,000		126,906
New Home Co., Inc. (The) 9.250%, 10/1/29§		69,000		69,000
Taylor Morrison Communities, Inc. 5.875%, 6/15/27§		141,000		138,885
Tempur Sealy International, Inc. 4.000%, 4/15/29§		152,000		134,727
				925,366
Specialty Retail (0.8%)
Bath & Body Works, Inc. 6.950%, 3/1/33		76,000		73,222
Foot Locker, Inc. 4.000%, 10/1/29§		106,000		84,927
Gap, Inc. (The) 3.625%, 10/1/29§		66,000		55,884
3.875%, 10/1/31§		15,000		12,178
GYP Holdings III Corp. 4.625%, 5/1/29§		65,000		59,800
LSF9 Atlantis Holdings LLC 7.750%, 2/15/26§		75,000		73,688
Specialty Building Products Holdings LLC 6.375%, 9/30/26§		67,000		66,162
Victoria’s Secret & Co. 4.625%, 7/15/29§		72,000		56,289
White Cap Buyer LLC 6.875%, 10/15/28§		37,000		35,659
				517,809
Textiles, Apparel & Luxury Goods (0.1%)
Hanesbrands, Inc. 9.000%, 2/15/31 (x)§		78,000		77,154
Total Consumer Discretionary				3,371,016
Consumer Staples (0.2%)
Household Products (0.1%)
Central Garden & Pet Co. 4.125%, 4/30/31§		45,000		38,843
Personal Care Products (0.1%)
BellRing Brands, Inc. 7.000%, 3/15/30§		62,000		62,620
Total Consumer Staples				101,463
Energy (3.2%)
Energy Equipment & Services (0.4%)
Enerflex Ltd. 9.000%, 10/15/27§		127,000		129,699
Helix Energy Solutions Group, Inc. 9.750%, 3/1/29§		116,000		123,250
				252,949
Oil, Gas & Consumable Fuels (2.8%)
Alliance Resource Operating Partners LP
7.500%, 5/1/25§		123,000		122,078
CNX Midstream Partners LP 4.750%, 4/15/30§		78,000		68,947
CVR Energy, Inc. 5.750%, 2/15/28§		83,000		77,190
Delek Logistics Partners LP 7.125%, 6/1/28§		145,000		141,756
Global Partners LP 6.875%, 1/15/29		70,000		68,337

See Notes to Financial Statements.

55

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PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

	Principal Amount		Value (Note 1)
Greenfire Resources Ltd. 12.000%, 10/1/28§	$	66,000	$	69,878
Hess Midstream Operations LP 4.250%, 2/15/30§		300,000		270,054
New Fortress Energy, Inc. 6.500%, 9/30/26§		164,000		156,620
Permian Resources Operating LLC 7.750%, 2/15/26§		110,000		111,009
Prairie Acquiror LP 9.000%, 8/1/29§		57,000		57,784
Rockies Express Pipeline LLC 3.600%, 5/15/25§		153,000		147,913
Southwestern Energy Co. 5.700%, 1/23/25 (e)		150,000		148,913
Tallgrass Energy Partners LP 6.000%, 12/31/30§		158,000		148,760
Venture Global LNG, Inc. 8.125%, 6/1/28§		218,000		223,077
Western Midstream Operating LP 6.150%, 4/1/33		20,000		19,943
				1,832,259
Total Energy				2,085,208
Financials (15.4%)
Banks (8.0%)
Banco Bilbao Vizcaya Argentaria SA (USD Swap Semi 5 Year + 3.87%), 6.125%, 11/16/27 (k)(y)		400,000		356,900
5.381%, 3/13/29		200,000		197,817
Bank of Ireland Group plc (US Treasury Yield Curve Rate T Note Constant Maturity 1 Year + 2.65%), 6.253%, 9/16/26 (k)§		200,000		200,372
Barclays plc (SOFR + 3.57%), 7.119%, 6/27/34 (k)		265,000		273,805
BNP Paribas SA (SOFR + 1.88%), 5.738%, 2/20/35 (k)§		220,000		215,195
Comerica, Inc. (SOFR + 2.16%), 5.982%, 1/30/30 (k)		135,000		131,197
Credit Agricole SA (USD Swap Semi 5 Year + 4.32%), 6.875%, 9/23/24 (k)(y)§		200,000		199,250
HSBC Holdings plc (USD ICE Swap Rate 5 Year + 3.75%), 6.000%, 5/22/27 (k)(y)		280,000		266,350
(USD ICE Swap Rate 5 Year + 3.61%), 6.500%, 3/23/28 (k)(y)		230,000		219,650
(SOFR + 3.02%), 7.399%, 11/13/34 (k)		270,000		287,215
HSBC USA, Inc. 5.625%, 3/17/25		200,000		199,979
ING Groep NV (USD Swap Semi 5 Year + 4.45%), 6.500%, 4/16/25 (k)(y)		200,000		195,500
Intesa Sanpaolo SpA (US Treasury Yield Curve Rate T Note Constant Maturity 1 Year + 3.90%), 7.778%, 6/20/54 (k)§		265,000		270,525
JPMorgan Chase & Co. (SOFR + 2.58%), 5.717%, 9/14/33 (k)		185,000		183,714
Series HH (CME Term SOFR 3 Month + 3.13%), 4.600%, 2/1/25 (k)(y)		180,000		175,814
Series II (CME Term SOFR 3 Month + 2.75%), 4.000%, 4/1/25 (k)(y)		250,000		241,682
Lloyds Banking Group plc (US Treasury Yield Curve Rate T Note Constant Maturity 5 Year + 3.91%), 8.000%, 9/27/29 (k)(y)		260,000		256,596
NatWest Group plc (US Treasury Yield Curve Rate T Note Constant Maturity 1 Year + 2.10%), 6.016%, 3/2/34 (k)		200,000		199,439
Santander Holdings USA, Inc. 3.450%, 6/2/25		170,000		164,870
Societe Generale SA (US Treasury Yield Curve Rate T Note Constant Maturity 1 Year + 2.95%), 7.132%, 1/19/55 (k)§		200,000		190,927
Standard Chartered plc (US Treasury Yield Curve Rate T Note Constant Maturity 1 Year + 0.95%), 1.822%, 11/23/25 (k)§		270,000		263,261
UniCredit SpA (USD ICE Swap Rate 5 Year + 4.91%), 7.296%, 4/2/34 (k)§		240,000		242,342
Wells Fargo & Co. (SOFR + 1.07%), 6.396%, 4/22/28 (k)		300,000		301,178
				5,233,578
Capital Markets (4.5%)
Aretec Group, Inc. 7.500%, 4/1/29§		38,000		35,848
BGC Group, Inc. 4.375%, 12/15/25		345,000		333,557
Blue Owl Capital Corp. II 8.450%, 11/15/26§		70,000		71,385
Blue Owl Credit Income Corp. 5.500%, 3/21/25		230,000		227,930
Blue Owl Finance LLC 6.250%, 4/18/34§		120,000		119,015
Coinbase Global, Inc. 3.375%, 10/1/28§		78,000		65,430
3.625%, 10/1/31§		18,000		14,040
Credit Suisse AG 7.950%, 1/9/25		250,000		253,306
Deutsche Bank AG (SOFR + 1.87%), 2.129%, 11/24/26 (k)		230,000		216,357
(SOFR + 3.65%), 7.079%, 2/10/34 (k)		200,000		198,699
Goldman Sachs Group, Inc. (The) Series X (US Treasury Yield Curve Rate T Note Constant Maturity 5 Year + 2.81%), 7.500%, 5/10/29 (k)(y)		300,000		304,387

See Notes to Financial Statements.

56

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PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

	Principal Amount		Value (Note 1)
Jane Street Group 7.125%, 4/30/31§	$	127,000	$	127,982
Jefferies Financial Group, Inc. 6.200%, 4/14/34		220,000		216,430
Morgan Stanley (SOFR + 1.02%), 6.349%, 4/13/28 (k)		300,000		301,161
(SOFR + 1.59%), 5.164%, 4/20/29 (k)		145,000		142,530
Osaic Holdings, Inc. 10.750%, 8/1/27§		44,000		45,558
UBS Group AG (US Treasury Yield Curve Rate T Note Constant Maturity 5 Year + 4.76%), 9.250%, 11/13/33 (k)(y)§		270,000		296,325
				2,969,940
Consumer Finance (1.4%)
Bread Financial Holdings, Inc. 9.750%, 3/15/29§		35,000		36,328
Capital One Financial Corp. (SOFR + 2.26%), 6.051%, 2/1/35 (k)		280,000		274,427
Enova International, Inc. 11.250%, 12/15/28§		56,000		59,178
General Motors Financial Co., Inc. 5.400%, 4/6/26		260,000		258,270
goeasy Ltd. 9.250%, 12/1/28§		120,000		126,900
PRA Group, Inc. 5.000%, 10/1/29§		87,000		71,775
Synchrony Financial 7.250%, 2/2/33		78,000		76,309
				903,187
Financial Services (0.1%)
Armor Holdco, Inc. 8.500%, 11/15/29§		34,000		31,532
Insurance (1.0%)
Allianz SE (US Treasury Yield Curve Rate T Note Constant Maturity 5 Year + 3.23%), 6.350%, 9/6/53 (k)§		200,000		205,000
Liberty Mutual Group, Inc. 4.300%, 2/1/61§		330,000		201,300
Met Tower Global Funding 4.850%, 1/16/27§		200,000		197,580
Panther Escrow Issuer LLC 7.125%, 6/1/31§		40,000		40,050
USI, Inc. 7.500%, 1/15/32§		36,000		35,640
				679,570
Mortgage Real Estate Investment Trusts (REITs) (0.4%)
Blackstone Mortgage Trust, Inc. (REIT) 3.750%, 1/15/27§		140,000		124,141
Ladder Capital Finance Holdings LLLP (REIT) 4.750%, 6/15/29§		156,000		139,432
				263,573
Total Financials				10,081,380
Health Care (0.5%)
Health Care Equipment & Supplies (0.1%)
Medtronic Global Holdings SCA 4.250%, 3/30/28		95,000		91,517
Health Care Providers & Services (0.4%)
DaVita, Inc. 4.625%, 6/1/30§		117,000		102,141
Encompass Health Corp. 4.625%, 4/1/31		94,000		84,007
US Acute Care Solutions LLC 9.750%, 5/15/29§		70,000		69,125
				255,273
Total Health Care				346,790
Industrials (4.8%)
Aerospace & Defense (0.8%)
Boeing Co. (The) 6.388%, 5/1/31§		25,000		25,095
Bombardier, Inc. 7.250%, 7/1/31§		45,000		45,122
Moog, Inc. 4.250%, 12/15/27§		143,000		133,705
Spirit AeroSystems, Inc. 4.600%, 6/15/28 (x)		69,000		63,621
TransDigm, Inc. 4.625%, 1/15/29		262,000		239,403
Triumph Group, Inc. 9.000%, 3/15/28§		42,000		43,575
				550,521
Building Products (1.0%)
AmeriTex HoldCo Intermediate LLC 10.250%, 10/15/28§		58,000		60,962
Cornerstone Building Brands, Inc. 6.125%, 1/15/29§		46,000		38,870
Eco Material Technologies, Inc. 7.875%, 1/31/27§		65,000		65,487
Griffon Corp. 5.750%, 3/1/28		74,000		71,589
MIWD Holdco II LLC 5.500%, 2/1/30§		78,000		70,597
Oscar AcquisitionCo LLC 9.500%, 4/15/30§		30,000		28,937
Smyrna Ready Mix Concrete LLC 6.000%, 11/1/28§		144,000		138,960
Standard Industries, Inc. 5.000%, 2/15/27§		168,000		162,127
				637,529
Commercial Services & Supplies (0.6%)
Aptim Corp. 7.750%, 6/15/25§		29,000		28,456
APX Group, Inc. 6.750%, 2/15/27§		12,000		11,901
5.750%, 7/15/29§		60,000		56,051
Garda World Security Corp. 9.500%, 11/1/27§		49,000		48,694
Interface, Inc. 5.500%, 12/1/28 (x)§		64,000		60,076
Neptune Bidco US, Inc. 9.290%, 4/15/29§		11,000		10,354

See Notes to Financial Statements.

57

1290 FUNDS

1290 LOOMIS SAYLES MULTI-ASSET INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

	Principal Amount		Value (Note 1)
Pitney Bowes, Inc. 6.875%, 3/15/27§	$	69,000	$	61,928
Republic Services, Inc. 5.000%, 4/1/34		50,000		47,976
Steelcase, Inc. 5.125%, 1/18/29		17,000		15,866
Waste Pro USA, Inc. 5.500%, 2/15/26§		38,000		37,050
				378,352
Construction & Engineering (0.7%)
Brand Industrial Services, Inc. 10.375%, 8/1/30§		75,000		80,063
Global Infrastructure Solutions, Inc. 5.625%, 6/1/29§		75,000		67,313
IHS Netherlands Holdco BV 8.000%, 9/18/27§		235,000		220,900
Weekley Homes LLC 4.875%, 9/15/28§		122,000		111,172
				479,448
Electrical Equipment (0.2%)
Vertiv Group Corp. 4.125%, 11/15/28§		142,000		131,492
Ground Transportation (0.1%)
Watco Cos. LLC 6.500%, 6/15/27§		37,000		36,445
Machinery (0.1%)
Maxim Crane Works Holdings Capital LLC 11.500%, 9/1/28§		33,000		35,021
Werner FinCo LP 11.500%, 6/15/28§		30,000		32,700
				67,721
Passenger Airlines (0.7%)
American Airlines Group, Inc. 3.750%, 3/1/25§		180,000		175,527
Hawaiian Brand Intellectual Property Ltd. 5.750%, 1/20/26 (x)§		79,003		73,988
Mileage Plus Holdings LLC 6.500%, 6/20/27§		172,250		172,637
VistaJet Malta Finance plc 9.500%, 6/1/28§		14,000		12,523
6.375%, 2/1/30 (x)§		17,000		13,133
				447,808
Professional Services (0.1%)
TriNet Group, Inc. 3.500%, 3/1/29§		87,000		76,284
Trading Companies & Distributors (0.5%)
BlueLinx Holdings, Inc. 6.000%, 11/15/29§		70,000		66,241
Boise Cascade Co. 4.875%, 7/1/30§		138,000		126,033
Fortress Transportation and Infrastructure Investors LLC 9.750%, 8/1/27§		150,000		154,500
				346,774
Total Industrials				3,152,374
Information Technology (3.2%)
Communications Equipment (0.3%)
CommScope Technologies LLC 6.000%, 6/15/25 (x)§		160,000		126,400
Viasat, Inc. 6.500%, 7/15/28§		69,000		52,915
				179,315
Electronic Equipment, Instruments & Components (0.0%)†
Jabil, Inc. 5.450%, 2/1/29		25,000		24,610
IT Services (0.4%)
Ahead DB Holdings LLC 6.625%, 5/1/28§		39,000		35,324
Arches Buyer, Inc. 6.125%, 12/1/28§		51,000		41,310
Newfold Digital Holdings Group, Inc. 6.000%, 2/15/29§		47,000		35,147
Presidio Holdings, Inc. 8.250%, 2/1/28§		40,000		40,450
Unisys Corp. 6.875%, 11/1/27§		76,000		65,550
Virtusa Corp. 7.125%, 12/15/28§		41,000		36,592
				254,373
Semiconductors & Semiconductor Equipment (0.5%)
Broadcom, Inc. 4.150%, 4/15/32§		240,000		216,398
Entegris, Inc. 3.625%, 5/1/29§		163,000		144,317
				360,715
Software (1.1%)
Adobe, Inc. 4.850%, 4/4/27		310,000		308,472
Crowdstrike Holdings, Inc. 3.000%, 2/15/29		146,000		127,750
Dye & Durham Ltd. 8.625%, 4/15/29§		64,000		64,600
Fair Isaac Corp. 5.250%, 5/15/26§		143,000		140,140
PTC, Inc. 4.000%, 2/15/28§		9,000		8,336
Veritas US, Inc. 7.500%, 9/1/25§		50,000		45,187
				694,485
Technology Hardware, Storage & Peripherals (0.9%)
Dell International LLC 5.750%, 2/1/33 (x)		155,000		155,572
Seagate HDD Cayman 9.625%, 12/1/32		145,069		161,208
Xerox Corp. 6.750%, 12/15/39		9,000		6,872
Xerox Holdings Corp. 5.000%, 8/15/25§		160,000		155,552
5.500%, 8/15/28§		100,000		86,750
				565,954
Total Information Technology				2,079,452

See Notes to Financial Statements.

58

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PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

	Principal Amount		Value (Note 1)
Materials (2.0%)
Chemicals (0.3%)
GPD Cos., Inc. 10.125%, 4/1/26§	$	27,000	$	25,346
Rain Carbon, Inc. 12.250%, 9/1/29 (x)§		65,000		67,438
Rayonier AM Products, Inc. 7.625%, 1/15/26§		42,000		37,330
SK Invictus Intermediate II Sarl 5.000%, 10/30/29§		81,000		70,551
Tronox, Inc. 4.625%, 3/15/29§		14,000		12,442
				213,107
Construction Materials (0.4%)
Cemex SAB de CV 3.875%, 7/11/31§		260,000		225,485
Knife River Corp. 7.750%, 5/1/31§		12,000		12,420
				237,905
Containers & Packaging (0.1%)
Pactiv Evergreen Group Issuer, Inc. 4.000%, 10/15/27§		82,000		75,645
Metals & Mining (1.1%)
Anglo American Capital plc 5.750%, 4/5/34§		305,000		301,700
Cleveland-Cliffs, Inc. 7.000%, 3/15/32§		104,000		101,684
Coeur Mining, Inc. 5.125%, 2/15/29§		39,000		36,319
FMG Resources August 2006 Pty. Ltd. 5.875%, 4/15/30§		159,000		152,794
Infrabuild Australia Pty. Ltd. 14.500%, 11/15/28§		53,000		54,695
SunCoke Energy, Inc. 4.875%, 6/30/29§		73,000		64,696
TMS International Corp. 6.250%, 4/15/29§		31,000		28,456
				740,344
Paper & Forest Products (0.1%)
Domtar Corp. 6.750%, 10/1/28§		81,000		70,470
Total Materials				1,337,471
Real Estate (0.8%)
Real Estate Management & Development (0.4%)
Forestar Group, Inc. 5.000%, 3/1/28§		136,000		128,010
Newmark Group, Inc. 7.500%, 1/12/29§		124,000		124,930
				252,940
Retail REITs (0.1%)
Brookfield Property REIT, Inc. (REIT) 4.500%, 4/1/27§		90,000		80,100
Specialized REITs (0.3%)
Iron Mountain, Inc. (REIT) 4.875%, 9/15/29§		218,000		201,225
Total Real Estate				534,265
Utilities (1.6%)
Electric Utilities (0.7%)
NRG Energy, Inc. 3.375%, 2/15/29§		172,000		150,285
3.875%, 2/15/32§		15,000		12,600
Terraform Global Operating LP 6.125%, 3/1/26§		96,000		93,960
Vistra Operations Co. LLC 4.375%, 5/1/29§		221,000		201,110
				457,955
Independent Power and Renewable Electricity Producers (0.2%)
Talen Energy Supply LLC 8.625%, 6/1/30§		128,000		135,414
Multi-Utilities (0.7%)
Engie SA 5.250%, 4/10/29§		200,000		197,709
Public Service Enterprise Group, Inc. 5.450%, 4/1/34		255,000		248,032
				445,741
Total Utilities				1,039,110
Total Corporate Bonds				26,170,358
Foreign Government Securities (2.5%)
Argentine Republic 3.625%, 7/9/35 (e)		755,000		345,790
Oriental Republic of Uruguay 9.750%, 7/20/33	UYU	12,005,000		324,311
Republic of Costa Rica 7.000%, 4/4/44 (m)	$	200,000		202,200
7.158%, 3/12/45 (m)		240,000		247,560
Republic of Ecuador 6.000%, 7/31/30 (e)(m)		440,000		307,340
Republic of Guatemala 4.375%, 6/5/27 (m)		200,000		187,270
Total Foreign Government Securities				1,614,471
U.S. Treasury Obligations (2.4%)
U.S. Treasury Bonds 3.625%, 2/15/53		1,455,000		1,187,691
U.S. Treasury Notes 4.500%, 11/15/33 (s)		385,000		379,279
Total U.S. Treasury Obligations				1,566,970
Total Long-Term Debt Securities (46.9%) (Cost $30,518,795)				30,679,586
	Number of Shares		Value (Note 1)
COMMON STOCKS:
Communication Services (3.5%)
Diversified Telecommunication Services (0.4%)
AT&T, Inc.		2,494		42,124
Koninklijke KPN NV		16,279		59,193
Verizon Communications, Inc.		4,998		197,371
				298,688

See Notes to Financial Statements.

59

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PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
Entertainment (0.3%)
Netflix, Inc.*		169	$	93,058
Nintendo Co. Ltd.		1,100		53,606
Walt Disney Co. (The)		499		55,439
				202,103
Interactive Media & Services (1.9%)
Alphabet, Inc., Class A (s)*		2,192		356,814
Alphabet, Inc., Class C (s)*		1,901		312,980
Meta Platforms, Inc., Class A (s)		1,328		571,266
				1,241,060
Media (0.8%)
Comcast Corp., Class A (s)		4,975		189,597
Paramount Global, Class B		24,800		282,472
Publicis Groupe SA		413		45,646
				517,715
Wireless Telecommunication Services (0.1%)
KDDI Corp.		1,700		47,297
Total Communication Services				2,306,863
Consumer Discretionary (3.3%)
Automobile Components (0.1%)
Bridgestone Corp.		1,100		48,551
Automobiles (0.7%)
Bayerische Motoren Werke AG		415		45,272
Honda Motor Co. Ltd.		5,400		61,410
Stellantis NV		1,943		43,174
Tesla, Inc.(s)*		685		125,547
Toyota Motor Corp.		8,700		199,267
				474,670
Broadline Retail (1.0%)
Amazon.com, Inc. (s)*		3,076		538,300
Wesfarmers Ltd.		1,952		84,195
				622,495
Hotels, Restaurants & Leisure (0.5%)
Booking Holdings, Inc.		15		51,781
Darden Restaurants, Inc.		236		36,205
Hilton Worldwide Holdings, Inc.		465		91,735
McDonald’s Corp.		210		57,338
Starbucks Corp.		479		42,387
Yum! Brands, Inc.		321		45,341
				324,787
Household Durables (0.1%)
DR Horton, Inc.		378		53,861
Specialty Retail (0.8%)
Home Depot, Inc. (The) (s)		1,051		351,265
Industria de Diseno Textil SA (x)		1,085		49,279
Lowe’s Cos., Inc.		191		43,546
O’Reilly Automotive, Inc.*		47		47,623
TJX Cos., Inc. (The)		611		57,489
				549,202
Textiles, Apparel & Luxury Goods (0.1%)
Kering SA		105		36,236
NIKE, Inc., Class B		527		48,621
				84,857
Total Consumer Discretionary				2,158,423
Consumer Staples (3.8%)
Beverages (1.1%)
Brown-Forman Corp., Class B		600		28,710
Carlsberg A/S, Class B		336		45,300
Coca-Cola Co. (The)		4,103		253,442
Constellation Brands, Inc., Class A		180		45,623
Diageo plc		1,996		68,829
PepsiCo, Inc. (s)		1,468		258,236
Pernod Ricard SA		258		38,959
				739,099
Consumer Staples Distribution & Retail (0.6%)
Costco Wholesale Corp. (s)		160		115,664
Dollar General Corp.		198		27,559
Kroger Co. (The)		903		50,008
Target Corp.		418		67,290
Walmart, Inc. (s)		1,500		89,025
				349,546
Food Products (0.6%)
Archer-Daniels-Midland Co.		478		28,039
Conagra Brands, Inc.		1,502		46,232
Danone SA		782		48,902
Kellanova		755		43,684
Nestle SA (Registered)		1,988		199,415
Tyson Foods, Inc., Class A		685		41,545
				407,817
Household Products (0.8%)
Colgate-Palmolive Co.		860		79,051
Procter & Gamble Co. (The) (s)		2,400		391,680
Reckitt Benckiser Group plc		850		47,416
				518,147
Personal Care Products (0.3%)
Estee Lauder Cos., Inc. (The), Class A		176		25,821
Kenvue, Inc.		2,371		44,622
Unilever plc		2,157		111,505
				181,948
Tobacco (0.4%)
Altria Group, Inc.		1,554		68,081
Japan Tobacco, Inc.		1,400		37,600
Philip Morris International, Inc.		1,775		168,519
				274,200
Total Consumer Staples				2,470,757
Energy (3.2%)
Energy Equipment & Services (0.1%)
Schlumberger NV		814		38,649
Oil, Gas & Consumable Fuels (3.1%)
Chevron Corp. (s)		1,911		308,187
ConocoPhillips		1,642		206,268
EOG Resources, Inc.		351		46,378
Exxon Mobil Corp. (s)		7,758		917,539
Hess Corp.		294		46,302
Marathon Petroleum Corp. (s)		546		99,219
Phillips 66		420		60,148
Suncor Energy, Inc.		1,600		61,052
TotalEnergies SE		1,923		139,673
Valero Energy Corp.		665		106,313
Woodside Energy Group Ltd.		2,869		51,689
				2,042,768
Total Energy				2,081,417

See Notes to Financial Statements.

60

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PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
Financials (6.1%)
Banks (1.6%)
Banco BPM SpA		30,370	$	199,848
Bank of America Corp.		2,033		75,241
Citigroup, Inc.		857		52,560
DBS Group Holdings Ltd.		2,420		61,887
Fifth Third Bancorp		1,092		39,814
JPMorgan Chase & Co. (s)		806		154,543
PNC Financial Services Group, Inc. (The)		426		65,289
Regions Financial Corp.		1,930		37,191
Truist Financial Corp.		1,336		50,167
UniCredit SpA		5,322		195,791
US Bancorp		1,532		62,245
Wells Fargo & Co.		1,143		67,803
				1,062,379
Capital Markets (1.9%)
Bank of New York Mellon Corp. (The)		985		55,643
BlackRock, Inc.		185		139,608
Blackstone, Inc.		587		68,450
Charles Schwab Corp. (The)		530		39,194
CME Group, Inc.		309		64,779
Deutsche Bank AG (Registered)		11,367		182,011
Goldman Sachs Group, Inc. (The)		861		367,397
Hong Kong Exchanges & Clearing Ltd.		1,800		57,181
Moody’s Corp.		165		61,104
Morgan Stanley		520		47,237
MSCI, Inc.		85		39,592
Partners Group Holding AG		27		34,620
S&P Global, Inc.		138		57,385
Singapore Exchange Ltd.		7,000		47,912
				1,262,113
Financial Services (1.3%)
Berkshire Hathaway, Inc., Class B (s)*		469		186,066
Fiserv, Inc.*		392		59,847
Mastercard, Inc., Class A (s)		249		112,349
PayPal Holdings, Inc.*		5,218		354,406
Visa, Inc., Class A (s)		479		128,664
				841,332
Insurance (1.3%)
Aflac, Inc.		511		42,745
Allianz SE (Registered)		315		89,462
American International Group, Inc.		777		58,516
Arch Capital Group Ltd.*		834		78,012
Arthur J Gallagher & Co.		250		58,673
AXA SA		1,543		53,128
Everest Group Ltd.		123		45,068
Manulife Financial Corp.		3,000		69,974
Marsh & McLennan Cos., Inc.		233		46,467
MetLife, Inc.		634		45,065
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen (Registered)		122		53,615
Sun Life Financial, Inc.		1,000		51,059
Swiss Re AG		362		39,086
Tokio Marine Holdings, Inc.		1,800		56,521
Zurich Insurance Group AG		129		62,086
				849,477
Total Financials				4,015,301
Health Care (4.8%)
Biotechnology (0.8%)
AbbVie, Inc. (s)		1,913		311,130
Amgen, Inc.		655		179,431
Gilead Sciences, Inc.		649		42,315
				532,876
Health Care Equipment & Supplies (0.7%)
Abbott Laboratories		519		54,999
Becton Dickinson & Co.		159		37,301
Boston Scientific Corp.*		923		66,336
Edwards Lifesciences Corp.*		527		44,621
Intuitive Surgical, Inc.*		158		58,558
Medtronic plc		1,730		138,815
Solventum Corp.*		200		13,002
Stryker Corp.		180		60,570
				474,202
Health Care Providers & Services (0.6%)
Centene Corp.*		480		35,069
Cigna Group (The)		199		71,051
CVS Health Corp.		1,719		116,393
Elevance Health, Inc.		117		61,844
UnitedHealth Group, Inc.		234		113,186
				397,543
Life Sciences Tools & Services (0.3%)
Agilent Technologies, Inc.		291		39,879
Danaher Corp.		233		57,463
Thermo Fisher Scientific, Inc.		138		78,483
				175,825
Pharmaceuticals (2.4%)
Bristol-Myers Squibb Co.		815		35,811
Eli Lilly and Co. (s)		258		201,524
Johnson & Johnson (s)		2,482		358,872
Merck & Co., Inc. (s)		2,733		353,158
Novartis AG (Registered)		1,594		153,966
Pfizer, Inc.		6,304		161,508
Roche Holding AG		577		138,041
Sanofi SA		945		93,174
Zoetis, Inc.		303		48,250
				1,544,304
Total Health Care				3,124,750
Industrials (4.5%)
Aerospace & Defense (1.8%)
BAE Systems plc		2,846		47,334
General Dynamics Corp.		891		255,797
General Electric Co.		664		107,449
Lockheed Martin Corp.		612		284,537
Northrop Grumman Corp.		109		52,868
RTX Corp.		2,518		255,628
Textron, Inc.		2,329		197,010
				1,200,623
Air Freight & Logistics (0.3%)
Deutsche Post AG		1,134		47,496
United Parcel Service, Inc., Class B		916		135,091
				182,587

See Notes to Financial Statements.

61

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PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
Building Products (0.3%)
Cie de Saint-Gobain SA		623	$	49,130
Johnson Controls International plc		769		50,039
Trane Technologies plc		246		78,065
				177,234
Commercial Services & Supplies (0.1%)
Cintas Corp.		104		68,467
Veralto Corp.		78		7,307
				75,774
Construction & Engineering (0.1%)
Vinci SA		454		53,136
Electrical Equipment (0.4%)
ABB Ltd. (Registered)		1,635		79,286
Eaton Corp. plc		246		78,292
Emerson Electric Co.		559		60,249
GE Vernova, Inc.*		166		25,516
Mitsubishi Electric Corp.		2,700		47,178
				290,521
Ground Transportation (0.2%)
Norfolk Southern Corp.		189		43,531
Union Pacific Corp.		246		58,341
				101,872
Industrial Conglomerates (0.3%)
3M Co.		800		77,208
Honeywell International, Inc.		198		38,161
Siemens AG (Registered)		598		112,176
				227,545
Machinery (0.7%)
Caterpillar, Inc.		191		63,903
Cummins, Inc.		358		101,131
Deere & Co.		105		41,098
Dover Corp.		398		71,361
FANUC Corp.		1,300		38,047
Parker-Hannifin Corp.		149		81,192
Volvo AB, Class B		2,261		57,837
				454,569
Professional Services (0.1%)
Automatic Data Processing, Inc.		191		46,201
Paychex, Inc.		421		50,019
				96,220
Trading Companies & Distributors (0.2%)
ITOCHU Corp.		1,300		58,131
Mitsui & Co. Ltd.		1,200		57,831
				115,962
Total Industrials				2,976,043
Information Technology (6.3%)
Communications Equipment (0.3%)
Cisco Systems, Inc.		4,511		211,927
Electronic Equipment, Instruments & Components (0.3%)
Amphenol Corp., Class A		628		75,843
Keysight Technologies, Inc.*		207		30,624
Kyocera Corp.		4,000		48,687
TE Connectivity Ltd.		362		51,216
				206,370
IT Services (0.4%)
Accenture plc, Class A (s)		345		103,814
International Business Machines Corp.		1,057		175,673
				279,487
Semiconductors & Semiconductor Equipment (3.0%)
Advanced Micro Devices, Inc.*		2,660		421,291
Analog Devices, Inc.		241		48,347
Applied Materials, Inc. (s)		531		105,483
Broadcom, Inc. (s)		123		159,933
Intel Corp.		1,401		42,688
KLA Corp.		109		75,133
NVIDIA Corp. (s)		800		691,216
QUALCOMM, Inc.		1,273		211,127
Texas Instruments, Inc.		1,030		181,713
				1,936,931
Software (2.2%)
Adobe, Inc. (s)*		170		78,681
Intuit, Inc.		131		81,956
Microsoft Corp. (s)		2,508		976,440
Oracle Corp. (s)		850		96,688
Roper Technologies, Inc.		87		44,497
Salesforce, Inc. (s)		396		106,500
ServiceNow, Inc.*		104		72,106
				1,456,868
Technology Hardware, Storage & Peripherals (0.1%)
Canon, Inc. (x)		1,700		46,003
Total Information Technology				4,137,586
Materials (2.7%)
Chemicals (0.5%)
Air Products and Chemicals, Inc.		205		48,450
Dow, Inc.		979		55,705
Linde plc		160		70,553
LyondellBasell Industries NV, Class A		865		86,474
Nutrien Ltd.		700		36,911
Sherwin-Williams Co. (The)		192		57,525
				355,618
Construction Materials (0.2%)
CRH plc		793		61,308
Holcim AG		673		56,419
				117,727
Metals & Mining (1.9%)
Anglo American plc		1,652		53,903
BHP Group Ltd.		4,428		122,103
Fortescue Ltd.		1,849		30,836
Freeport-McMoRan, Inc.		9,371		467,988
Glencore plc		10,231		59,583
Newmont Corp.		10,895		442,773
Rio Tinto plc		1,023		69,716
				1,246,902
Paper & Forest Products (0.1%)
UPM-Kymmene OYJ		1,051		36,764
Total Materials				1,757,011

See Notes to Financial Statements.

62

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PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
Real Estate (0.5%)
Health Care REITs (0.1%)
Healthpeak Properties, Inc. (REIT)		2,005	$	37,313
Industrial REITs (0.1%)
Prologis, Inc. (REIT)		375		38,269
Real Estate Management & Development (0.1%)
Daiwa House Industry Co. Ltd.		1,900		53,300
Residential REITs (0.2%)
AvalonBay Communities, Inc. (REIT)		298		56,492
Camden Property Trust (REIT)		466		46,451
Equity Residential (REIT)		716		46,110
				149,053
Specialized REITs (0.0%)†
American Tower Corp. (REIT)		177		30,366
Total Real Estate				308,301
Utilities (1.3%)
Electric Utilities (0.7%)
Alliant Energy Corp.		834		41,533
Duke Energy Corp.		692		67,996
Edison International		547		38,870
Evergy, Inc.		1,308		68,605
Exelon Corp.		717		26,945
Iberdrola SA		4,905		60,262
NextEra Energy, Inc.		1,969		131,864
SSE plc		1,570		32,699
				468,774
Independent Power and Renewable Electricity Producers (0.0%)†
RWE AG		740		25,712
Multi-Utilities (0.6%)
Ameren Corp.		523		38,634
CMS Energy Corp.		1,391		84,308
Consolidated Edison, Inc.		477		45,029
DTE Energy Co.		307		33,868
National Grid plc		4,188		54,979
NiSource, Inc.		1,649		45,941
Sempra		679		48,637
WEC Energy Group, Inc.		509		42,064
				393,460
Total Utilities				887,946
Total Common Stocks (40.0%) (Cost $24,583,549)				26,224,398
EXCHANGE TRADED FUNDS (ETF):
Equity (2.7%)
Global X Nasdaq 100 Covered Call ETF (x)		35,218		613,145
iShares MSCI Emerging Markets Small-Cap ETF (x)		19,224		1,143,251
Total Exchange Traded Funds (2.7%) (Cost $1,703,831)				1,756,396
	Principal Amount		Value (Note 1)
SHORT-TERM INVESTMENTS:
Foreign Government Treasury Bill (1.0%)
Arab Republic of Egypt 26.02%, 3/11/25 (p)	EGP	38,200,000		651,919
	Number of Shares		Value (Note 1)
Investment Company (2.4%)
Invesco Government & Agency Portfolio, Institutional Shares 5.24% (7 day yield) (xx)		1,561,262		1,561,262
	Principal Amount		Value (Note 1)
U.S. Treasury Obligation (0.5%)
U.S. Treasury Bills 5.20%, 6/13/24 (p)	$	350,000		347,791
Total Short-Term Investments (3.9%) (Cost $2,542,192)				2,560,972
Total Investments in Securities (93.5%) (Cost $59,348,367)				61,221,352
Other Assets Less Liabilities (6.5%)				4,253,204
Net Assets (100%)			$	65,474,556

* Non-income producing.

† Percent shown is less than 0.05%.

§ Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may only be resold to qualified institutional buyers. At April 30, 2024, the market value of these securities amounted to $17,186,557 or 26.2% of net assets.

(e) Step Bond – Coupon rate increases or decreases in increments to maturity. Rate disclosed is as of April 30, 2024. Maturity date disclosed is the ultimate maturity date.

(k) Variable or floating rate security, linked to the referenced benchmark. The interest rate shown was the current rate as of April 30, 2024.

(l) Variable or floating rate security, the interest rate of which adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. The interest rate shown was the current rate as of April 30, 2024.

(m) Regulation S is an exemption for securities offerings that are made outside of the United States and do not involve direct selling efforts in the United States. Resale restrictions may apply for purposes of the Securities Act of 1933. At April 30, 2024, the market value or fair value, as applicable, of these securities amounted to $1,148,282 or 1.8% of net assets.

(p) Yield to maturity.

(s) All, or a portion of security held by broker as collateral for option contracts, with a total collateral value of $4,291,478.

(x) All or a portion of security is on loan at April 30, 2024.

(xx) At April 30, 2024, the Fund had loaned securities with a total value of $1,531,985. This was collateralized by $20,812 of various U.S. Government Treasury Securities, ranging from 0.500% – 5.358%, maturing 7/31/24 – 11/15/53 and by cash of $1,561,262 which was subsequently invested in investment companies as detailed in the Notes to the Financial Statements.

See Notes to Financial Statements.

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April 30, 2024 (Unaudited)

(y) Securities are perpetual and, thus, do not have a predetermined maturity date. The coupon rate for these securities are fixed for a period of time and may be structured to adjust thereafter. The date shown, if applicable, reflects the next call date. The coupon rate shown is the rate in effect as of April 30, 2024.

Glossary:

CLO — Collateralized Loan Obligation

ICE — Intercontinental Exchange

EGP — Egyptian Pound

REIT — Real Estate Investment Trust

SOFR — Secured Overnight Financing Rate

USD — United States Dollar

UYU — Uruguayan Peso

Country Diversification As a Percentage of Total Net Assets
Argentina	0.5	%
Australia	1.0
Canada	1.2
Cayman Islands	1.4
Costa Rica	0.7
Denmark	0.1
Ecuador	0.5
Egypt	1.0
Finland	0.1
France	1.9
Germany	1.8
Guatemala	0.6
Hong Kong	0.1
Ireland	0.3
Italy	1.4
Japan	1.3
Mexico	0.3
Netherlands	0.4
Nigeria	0.3
Singapore	0.2
South Africa	0.5
Spain	1.0
Sweden	0.1
Switzerland	1.4
United Kingdom	3.2
United States	71.7
Uruguay	0.5
Cash and Other	6.5
	100.0	%

Written Call Options Contracts as of April 30, 2024 (Note 1):

Description	Counterparty		Number of Contracts		Notional Amount			Exercise Price		Expiration Date		Value ($)
Advanced Micro Devices, Inc.		Exchange Traded		20	USD	(316,760	)	USD	149.00		5/3/2024		(24,800	)
Meta Platforms, Inc.		Exchange Traded		6	USD	(258,102	)	USD	440.00		5/3/2024		(1,710	)
Paramount Global		Exchange Traded		248	USD	(282,472	)	USD	12.00		5/3/2024		(4,712	)
PayPal Holdings, Inc.		Exchange Traded		47	USD	(319,224	)	USD	63.00		5/3/2024		(23,970	)
S&P 500 Index		Exchange Traded		23	USD	(2,300	)	USD	5,000.00		5/17/2024		(209,369	)
Total Written Options Contracts (Premiums Received ($270,309))													(264,561	)

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of April 30, 2024:

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Asset-Backed Securities	$	—	$	945,538	$	—	$	945,538
Common Stocks
Communication Services		2,101,121		205,742		—		2,306,863
Consumer Discretionary		1,591,039		567,384		—		2,158,423
Consumer Staples		1,872,831		597,926		—		2,470,757

See Notes to Financial Statements.

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April 30, 2024 (Unaudited)

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities			Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Energy	$	1,890,055		$	191,362	$	—	$	2,081,417
Financials		2,882,153			1,133,148		—		4,015,301
Health Care		2,739,569			385,181		—		3,124,750
Industrials		2,328,461			647,582		—		2,976,043
Information Technology		4,042,896			94,690		—		4,137,586
Materials		1,266,379			490,632		—		1,757,011
Real Estate		255,001			53,300		—		308,301
Utilities		714,294			173,652		—		887,946
Convertible Bonds
Communication Services		—			65,275		—		65,275
Consumer Discretionary		—			54,615		—		54,615
Financials		—			54,406		—		54,406
Industrials		—			207,953		—		207,953
Corporate Bonds
Communication Services		—			2,041,829		—		2,041,829
Consumer Discretionary		—			3,371,016		—		3,371,016
Consumer Staples		—			101,463		—		101,463
Energy		—			2,085,208		—		2,085,208
Financials		—			10,081,380		—		10,081,380
Health Care		—			346,790		—		346,790
Industrials		—			3,152,374		—		3,152,374
Information Technology		—			2,079,452		—		2,079,452
Materials		—			1,337,471		—		1,337,471
Real Estate		—			534,265		—		534,265
Utilities		—			1,039,110		—		1,039,110
Exchange Traded Funds		1,756,396			—		—		1,756,396
Foreign Government Securities		—			1,614,471		—		1,614,471
Short-Term Investments
Foreign Government Treasury Bill		—			651,919		—		651,919
Investment Company		1,561,262			—		—		1,561,262
U.S. Treasury Obligation		—			347,791		—		347,791
U.S. Treasury Obligations		—			1,566,970		—		1,566,970
Total Assets	$	25,001,457		$	36,219,895	$	—	$	61,221,352
Liabilities:
Options Written
Call Options Written	$	(264,561	)	$	—	$	—	$	(264,561	)
Total Liabilities	$	(264,561	)	$	—	$	—	$	(264,561	)
Total	$	24,736,896		$	36,219,895	$	—	$	60,956,791

	Statement of Assets and Liabilities
Derivatives Contracts^	Liability Derivatives	Fair Value
Equity contracts	Payables, Net assets – Unrealized depreciation	$	(264,561	)
Total		$	(264,561	)

The Effect of Derivative Instruments on the Statement of Operations for the six months ended April 30, 2024:

Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
Derivatives Contracts^	Options Written			Forward Foreign Currency Contracts			Total
Foreign exchange contracts	$	—		$	(967	)	$	(967	)
Credit contracts		43			—			43
Equity contracts		(630,542	)		—			(630,542	)
Total	$	(630,499	)	$	(967	)	$	(631,466	)

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

Amount of Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
Derivatives Contracts^	Options Written			Total
Equity contracts	$	(114,638	)	$	(114,638	)
Total	$	(114,638	)	$	(114,638	)

^ The Fund held forward foreign currency contracts and option contracts as a substitute for investing in conventional securities, hedging and in an attempt to enhance returns. 

Average Balances of Outstanding Derivative Financial Instruments
Forward foreign currency exchange contracts
Average amounts purchased — in USD	$	628,000
Options
Average value of option contracts written	$	204,000

Investment security transactions for the six months ended April 30, 2024 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	40,378,656
Long-term U.S. government debt securities		3,250,985
	$	43,629,641
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	33,511,384
Long-term U.S. government debt securities		3,363,931
	$	36,875,315

As of April 30, 2024, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	2,976,651
Aggregate gross unrealized depreciation		(1,615,493	)
Net unrealized appreciation	$	1,361,158
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	59,595,633

For the six months ended April 30, 2024, the Fund incurred approximately $421 as brokerage commissions with Sanford C. Bernstein & Co., LLC, an affiliated broker/dealer.

See Notes to Financial Statements.

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STATEMENT OF ASSETS AND LIABILITIES

April 30, 2024 (Unaudited)

ASSETS
Investments in Securities, at value (x) (Cost $59,348,367)	$	61,221,352
Cash		2,212,830
Foreign cash (Cost $204,023)		202,809
Receivable for Fund shares sold		4,137,448
Dividends, interest and other receivables		471,391
Receivable for securities sold		170,827
Prepaid registration and filing fees		26,389
Securities lending income receivable		2,817
Total assets		68,445,863
LIABILITIES
Payable for return of collateral on securities loaned		1,561,262
Payable for securities purchased		896,209
Options written, at value (Premiums received $270,309)		264,561
Dividends and distributions payable		166,171
Payable for Fund shares repurchased		10,279
Investment advisory fees payable		8,891
Administrative fees payable		7,506
Transfer agent fees payable		1,071
Distribution fees payable – Class A		1,014
Trustees’ fees payable		303
Distribution fees payable – Class R		77
Accrued expenses		53,963
Total liabilities		2,971,307
Commitments and contingent liabilities^
NET ASSETS	$	65,474,556
Net assets were comprised of:
Paid in capital	$	63,951,722
Total distributable earnings (loss)		1,522,834
Net assets	$	65,474,556
Class A
Net asset value and redemption price per share, $4,961,802 / 473,950 shares outstanding (unlimited amount authorized: $0.001 par value)	$	10.47
Maximum sales charge (4.50% of offering price)		0.49
Maximum offering price per share	$	10.96
Class I
Net asset value, offering and redemption price per share, $60,325,280 / 5,756,982 shares outstanding (unlimited amount authorized: $0.001 par value)	$	10.48
Class R
Net asset value, offering and redemption price per share, $187,474 / 17,923 shares outstanding (unlimited amount authorized: $0.001 par value)	$	10.46

(x) Includes value of securities on loan of $1,531,985. 

^ See Note 2 in Notes to the Financial Statements. 

STATEMENT OF OPERATIONS 

For the Six Months Ended April 30, 2024 (Unaudited)

INVESTMENT INCOME
Interest	$	1,156,948
Dividends (net of $11,076 foreign withholding tax)		333,720
Securities lending (net)		12,485
Total income		1,503,153
EXPENSES
Investment advisory fees		185,069
Professional fees		43,840
Administrative fees		42,716
Custodian fees		24,565
Transfer agent fees		19,894
Registration and filing fees		17,590
Printing and mailing expenses		10,670
Distribution fees – Class A		6,281
Trustees’ fees		1,058
Distribution fees – Class R		456
Miscellaneous		14,019
Gross expenses		366,158
Less:   Waiver from investment adviser		(131,562	)
Net expenses		234,596
NET INVESTMENT INCOME (LOSS)		1,268,557
REALIZED AND UNREALIZED GAIN (LOSS)
Realized gain (loss) on:
Investments in securities		1,672,259
Forward foreign currency contracts		(967	)
Foreign currency transactions		(15,559	)
Options written		(630,499	)
Net realized gain (loss)		1,025,234
Change in unrealized appreciation (depreciation) on:
Investments in securities		3,065,550
Foreign currency translations		997
Options written		(114,638	)
Net change in unrealized appreciation (depreciation)		2,951,909
NET REALIZED AND UNREALIZED GAIN (LOSS)		3,977,143
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	5,245,700

See Notes to Financial Statements.

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STATEMENT OF CHANGES IN NET ASSETS 

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31, 2023
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	1,268,557		$	2,542,269
Net realized gain (loss)		1,025,234			(728,228	)
Net change in unrealized appreciation (depreciation)		2,951,909			1,058,939
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		5,245,700			2,872,980
Distributions to shareholders:
Class A		(170,112	)		(312,109	)
Class I		(1,774,640	)		(3,146,117	)
Class R		(5,733	)		(10,601	)
Total distributions to shareholders		(1,950,485	)		(3,468,827	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 98,897 and 131,157 shares, respectively ]		1,022,970			1,338,627
Capital shares issued in reinvestment of dividends [16,008 and 29,795 shares, respectively ]		165,282			304,713
Capital shares repurchased [ (120,024) and (131,295) shares, respectively ]		(1,250,751	)		(1,318,618	)
Total Class A transactions		(62,499	)		324,722
Class I
Capital shares sold [ 1,053,486 and 350,088 shares, respectively ]		11,060,026			3,576,903
Capital shares issued in reinvestment of dividends [ 25,723 and 30,352 shares, respectively ]		266,764			310,310
Capital shares repurchased [ (143,346) and (217,232) shares, respectively ]		(1,491,018	)		(2,211,946	)
Total Class I transactions		9,835,772			1,675,267
Class R
Capital shares sold [ 604 and 194 shares, respectively ]		6,211			1,982
Capital shares issued in reinvestment of dividends [ 236 and 428 shares, respectively ]		2,433			4,367
Capital shares repurchased [ (18) and (402) shares, respectively ]		(186	)		(4,111	)
Total Class R transactions		8,458			2,238
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		9,781,731			2,002,227
TOTAL INCREASE (DECREASE) IN NET ASSETS		13,076,946			1,406,380
NET ASSETS:
Beginning of period		52,397,610			50,991,230
End of period	$	65,474,556		$	52,397,610

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS 

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
Class A				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	9.85		$	9.94		$	12.54		$	11.47		$	11.23		$	10.61
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.22			0.46			0.16			0.07			0.12			0.18
Net realized and unrealized gain (loss)		0.75			0.10			(1.46	)		1.91			0.70			0.91
Total from investment operations		0.97			0.56			(1.30	)		1.98			0.82			1.09
Less distributions:
Dividends from net investment income		(0.21	)		(0.45	)		(0.24	)		(0.12	)		(0.18	)		(0.17	)
Distributions from net realized gains		(0.14	)		(0.20	)		(1.06	)		(0.79	)		(0.40	)		(0.30	)
Total dividends and distributions		(0.35	)		(0.65	)		(1.30	)		(0.91	)		(0.58	)		(0.47	)
Net asset value, end of period	$	10.47		$	9.85		$	9.94		$	12.54		$	11.47		$	11.23
Total return (b)		9.86	%		5.53	%		(11.35	)%		18.12	%		7.64	%		10.73	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	4,962		$	4,717		$	4,469		$	5,104		$	3,520		$	2,081
Ratio of expenses to average net assets:
After waivers (a)(f)		1.05	%		1.05	%		1.14	%(j)		1.16	%(k)		1.16	%(k)		1.15	%(k)
Before waivers (a)(f)		1.51	%		1.58	%		1.68	%		1.48	%		1.61	%		1.67	%
Ratio of net investment income (loss) to average net assets:
After waivers (a)(f)		4.23	%		4.55	%		1.52	%(x)		0.59	%(x)		1.05	%(x)		1.70	%(x)
Before waivers (a)(f)		3.77	%		4.01	%		0.98	%(x)		0.28	%(x)		0.60	%(x)		1.19	%(x)
Portfolio turnover rate^		67	%(z)		202	%		255	%*		106	%		131	%		63	%
	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
Class I				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	9.86		$	9.95		$	12.57		$	11.49		$	11.25		$	10.63
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.23			0.49			0.18			0.10			0.15			0.21
Net realized and unrealized gain (loss)		0.75			0.09			(1.45	)		1.92			0.70			0.91
Total from investment operations		0.98			0.58			(1.27	)		2.02			0.85			1.12
Less distributions:
Dividends from net investment income		(0.22	)		(0.47	)		(0.29	)		(0.15	)		(0.21	)		(0.20	)
Distributions from net realized gains		(0.14	)		(0.20	)		(1.06	)		(0.79	)		(0.40	)		(0.30	)
Total dividends and distributions		(0.36	)		(0.67	)		(1.35	)		(0.94	)		(0.61	)		(0.50	)
Net asset value, end of period	$	10.48		$	9.86		$	9.95		$	12.57		$	11.49		$	11.25
Total return (b)		10.10	%		5.77	%		(11.10	)%		18.47	%		7.89	%		11.00	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	60,325		$	47,512		$	46,354		$	70,007		$	62,303		$	59,997
Ratio of expenses to average net assets:
After waivers (a)(f)		0.80	%		0.80	%		0.89	%(j)		0.91	%(k)		0.91	%(k)		0.90	%(k)
Before waivers (a)(f)		1.26	%		1.33	%		1.40	%		1.23	%		1.36	%		1.42	%
Ratio of net investment income (loss) to average net assets:
After waivers (a)(f)		4.48	%		4.80	%		1.66	%(x)		0.85	%(x)		1.35	%(x)		1.95	%(x)
Before waivers (a)(f)		4.02	%		4.27	%		1.15	%(x)		0.53	%(x)		0.89	%(x)		1.43	%(x)
Portfolio turnover rate^		67	%(z)		202	%		255	%*		106	%		131	%		63	%

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS (Continued)

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
Class R				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	9.84		$	9.94		$	12.51		$	11.44		$	11.21		$	10.59
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.21			0.44			0.13			0.04			0.09			0.15
Net realized and unrealized gain (loss)		0.74			0.08			(1.45	)		1.92			0.70			0.91
Total from investment operations		0.95			0.52			(1.32	)		1.96			0.79			1.06
Less distributions:
Dividends from net investment income		(0.19	)		(0.42	)		(0.19	)		(0.10	)		(0.16	)		(0.14	)
Distributions from net realized gains		(0.14	)		(0.20	)		(1.06	)		(0.79	)		(0.40	)		(0.30	)
Total dividends and distributions		(0.33	)		(0.62	)		(1.25	)		(0.89	)		(0.56	)		(0.44	)
Net asset value, end of period	$	10.46		$	9.84		$	9.94		$	12.51		$	11.44		$	11.21
Total return (b)		9.74	%		5.18	%		(11.52	)%		17.87	%		7.30	%		10.46	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	187		$	168		$	168		$	199		$	179		$	168
Ratio of expenses to average net assets:
After waivers (a)(f)		1.30	%		1.30	%		1.39	%(j)		1.41	%(k)		1.41	%(k)		1.40	%(k)
Before waivers (a)(f)		1.76	%		1.83	%		1.93	%		1.73	%		1.86	%		1.92	%
Ratio of net investment income (loss) to average net assets:
After waivers (a)(f)		3.98	%		4.30	%		1.26	%(x)		0.35	%(x)		0.84	%(x)		1.44	%(x)
Before waivers (a)(f)		3.52	%		3.77	%		0.72	%(x)		0.03	%(x)		0.39	%(x)		0.93	%(x)
Portfolio turnover rate^		67	%(z)		202	%		255	%*		106	%		131	%		63	%

* The portfolio turnover rate calculation includes purchase and sales made as a result of the replacement of the sub-adviser.

^ Portfolio turnover rate excludes derivatives, if any.

(a) Ratios for periods less than one year are annualized.

(b) Total returns for periods less than one year are not annualized.

(e) Net investment income (loss) per share is based on average shares outstanding.

(f) Expenses do not include the expenses of the underlying funds (“indirect expenses”), if applicable.

(j) Including direct and indirect expenses, the net expense ratio after waivers would be 1.17% for Class A, 0.92% for Class I and 1.42% for Class R.

(k) Including direct and indirect expenses, the net expense ratio after waivers would be 1.20% for Class A, 0.95% for Class I and 1.45% for Class R.

(x) Recognition of net investment income is affected by the timing of dividend declarations by the underlying funds in which the Fund invests.

(z) Portfolio turnover rate for periods less than one year is not annualized.

See Notes to Financial Statements.

70

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Table by Asset Class (% of Net Assets)
As of April 30, 2024
Equity	32.0	%
Fixed Income	26.8
Alternatives	25.3
Commodity	15.1
Short-Term Investments	13.3

Top 10 Holdings (% of Net Assets)
As of April 30, 2024
iShares Convertible Bond ETF	14.6	%
iMGP DBi Managed Futures Strategy ETF	14.4
Invesco Government & Agency Portfolio, Institutional Shares	13.3
Vanguard Short-Term Inflation-Protected Securities ETF	12.2
JPMorgan Equity Premium Income ETF	11.0
IQ Merger Arbitrage ETF	11.0
Invesco DB Precious Metals Fund	7.7
iShares Core U.S. REIT ETF	7.6
Vanguard Global ex-U.S. Real Estate ETF	7.5
JPMorgan Nasdaq Equity Premium Income ETF	5.9
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Fund, you incur two types of costs:

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees (in the case of Class A and Class R shares of the Fund), and other Fund expenses. These examples are 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 examples are based on an investment of $1,000 invested at the beginning of the six-month period ended April 30, 2024 and held for the entire six-month period.

Actual Expenses

The first line of the following table provides information about actual account values and actual expenses. You may use the information in this line, 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 line 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 line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio 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 and 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), redemption fees, or exchange fees. Therefore, the second line 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.

EXAMPLE

	Beginning Account Value 11/1/23		Ending Account Value 4/30/24		Expenses Paid During Period* 11/1/23 - 4/30/24
Class A
Actual		$1,000.00		$1,071.80		$5.67
Hypothetical (5% average annual return before expenses)		1,000.00		1,019.39		5.52
Class I
Actual		1,000.00		1,073.20		4.38
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.64		4.27
Class R
Actual		1,000.00		1,070.80		6.95
Hypothetical (5% average annual return before expenses)		1,000.00		1,018.15		6.77
* Expenses are equal to the Fund’s A, I and R shares annualized expense ratio of 1.10%, 0.85% and 1.35%, respectively, multiplied by the average account value over the period, and multiplied by 182/366 (to reflect the one-half year period).

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PORTFOLIO OF INVESTMENTS

April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Alternatives (25.3%)
iMGP DBi Managed Futures Strategy ETF		69,660	$	2,084,924
IQ Merger Arbitrage ETF		51,650		1,597,018
Total Alternatives				3,681,942
Commodity (15.1%)
Invesco DB Agriculture Fund		21,580		531,731
Invesco DB Energy Fund		26,910		557,575
Invesco DB Precious Metals Fund		19,990		1,111,346
Total Commodity				2,200,652
Equity (32.0%)
iShares Core U.S. REIT ETF (x)		22,080		1,104,883
JPMorgan Equity Premium Income ETF		28,640		1,601,835
JPMorgan Nasdaq Equity Premium Income ETF		16,350		850,854
Vanguard Global ex-U.S. Real Estate ETF		26,880		1,091,866
Total Equity				4,649,438
Fixed Income (26.8%)
iShares Convertible Bond ETF (x)		27,500		2,118,600
Vanguard Short-Term Inflation-Protected Securities ETF		37,000		1,768,600
Total Fixed Income				3,887,200
Total Exchange Traded Funds (99.2%) (Cost $14,190,412)				14,419,232
SHORT-TERM INVESTMENT:
Investment Company (13.3%)
Invesco Government & Agency Portfolio, Institutional Shares 5.24% (7 day yield) (xx)		1,932,606	$	1,932,606
Total Short-Term Investment (13.3%) (Cost $1,932,606)				1,932,606
Total Investments in Securities (112.5%) (Cost $16,123,018)				16,351,838
Other Assets Less Liabilities (-12.5%)				(1,819,113	)
Net Assets (100%)			$	14,532,725

(x) All or a portion of security is on loan at April 30, 2024.

(xx) At April 30, 2024, the Fund had loaned securities with a total value of $2,145,197. This was collateralized by $274,134 of various U.S. Government Treasury Securities, ranging from 0.000% – 5.521%, maturing 5/30/24 – 8/15/53 and by cash of $1,932,606 which was subsequently invested in investment companies as detailed in the Notes to the Financial Statements.

Glossary:

REIT — Real Estate Investment Trust

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of April 30, 2024:

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	14,419,232	$	—	$	—	$	14,419,232
Short-Term Investment
Investment Company		1,932,606		—		—		1,932,606
Total Assets	$	16,351,838	$	—	$	—	$	16,351,838
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	16,351,838	$	—	$	—	$	16,351,838

The Fund held no derivatives contracts during the six months ended April 30, 2024.

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

Investment security transactions for the six months ended April 30, 2024 were as follows: 

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	3,108,418
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	3,083,095

As of April 30, 2024, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	509,764
Aggregate gross unrealized depreciation		(1,015,808	)
Net unrealized depreciation	$	(506,044	)
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	16,857,882

See Notes to Financial Statements.

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STATEMENT OF ASSETS AND LIABILITIES

April 30, 2024 (Unaudited)

ASSETS
Investments in Securities, at value (x) (Cost $16,123,018)	$	16,351,838
Cash		156,792
Receivable for Fund shares sold		14,403
Prepaid registration and filing fees		14,136
Securities lending income receivable		2,459
Receivable from investment adviser		1,230
Total assets		16,540,858
LIABILITIES
Payable for return of collateral on securities loaned		1,932,606
Payable for securities purchased		42,778
Payable for Fund shares repurchased		8,790
Transfer agent fees payable		719
Distribution fees payable – Class A		66
Trustees’ fees payable		54
Distribution fees payable – Class R		53
Accrued expenses		23,067
Total liabilities		2,008,133
Commitments and contingent liabilities^
NET ASSETS	$	14,532,725
Net assets were comprised of:
Paid in capital	$	16,208,947
Total distributable earnings (loss)		(1,676,222	)
Net assets	$	14,532,725
Class A
Net asset value and redemption price per share, $319,932 / 35,601 shares outstanding (unlimited amount authorized: $0.001 par value)	$	8.99
Maximum sales charge (5.50% of offering price)		0.52
Maximum offering price per share	$	9.51
Class I
Net asset value, offering and redemption price per share, $14,081,135 / 1,565,603 shares outstanding (unlimited amount authorized: $0.001 par value)	$	8.99
Class R
Net asset value, offering and redemption price per share, $131,658 / 14,718 shares outstanding (unlimited amount authorized: $0.001 par value)	$	8.95

(x) Includes value of securities on loan of $2,145,197. 

^ See Note 2 in Notes to the Financial Statements. 

STATEMENT OF OPERATIONS

For the Six Months Ended April 30, 2024 (Unaudited)

INVESTMENT INCOME
Dividends	$	280,952
Interest		2,346
Securities lending (net)		9,345
Total income		292,643
EXPENSES
Investment advisory fees		35,160
Professional fees		22,932
Registration and filing fees		16,259
Transfer agent fees		14,296
Administrative fees		10,551
Printing and mailing expenses		6,497
Custodian fees		2,187
Distribution fees – Class A		413
Distribution fees – Class R		303
Trustees’ fees		263
Miscellaneous		3,992
Gross  expenses		112,853
Less:   Waiver from investment adviser		(45,711	)
Reimbursement from investment adviser		(6,636	)
Net expenses		60,506
NET INVESTMENT INCOME (LOSS)		232,137
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		(334,221	)
Net change in unrealized appreciation (depreciation) on investments in securities		1,099,148
NET REALIZED AND UNREALIZED GAIN (LOSS)		764,927
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	997,064

See Notes to Financial Statements.

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STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31, 2023
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	232,137		$	160,497
Net realized gain (loss)		(334,221	)		(950,553	)
Net change in unrealized appreciation (depreciation)		1,099,148			995,666
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		997,064			205,610
Distributions to shareholders:
Class A		(10,432	)		(11,013	)
Class I		(455,086	)		(335,910	)
Class R		(3,389	)		(2,987	)
Total distributions to shareholders		(468,907	)		(349,910	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 65 and 8,423 shares, respectively ]		572			72,435
Capital shares issued in reinvestment of dividends [ 883 and 1,008 shares, respectively ]		7,704			8,798
Capital shares repurchased [ (4,042) and (21,036) shares, respectively ]		(35,585	)		(185,838	)
Total Class A transactions		(27,309	)		(104,605	)
Class I
Capital shares sold [ 137,807 and 363,062 shares, respectively ]		1,220,124			3,174,290
Capital shares issued in reinvestment of dividends [ 19,063 and 10,989 shares, respectively ]		166,229			95,937
Capital shares repurchased [ (133,649) and (208,932) shares, respectively ]		(1,177,246	)		(1,836,161	)
Total Class I transactions		209,107			1,434,066
Class R
Capital shares sold [ 1,172 and 1,098 shares, respectively ]		10,395			9,495
Capital shares issued in reinvestment of dividends [ 101 and 116 shares, respectively ]		879			1,005
Capital shares repurchased [ (7) and (2,826) shares, respectively ]		(64	)		(24,515	)
Total Class R transactions		11,210			(14,015	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		193,008			1,315,446
TOTAL INCREASE (DECREASE) IN NET ASSETS		721,165			1,171,146
NET ASSETS:
Beginning of period		13,811,560			12,640,414
End of period	$	14,532,725		$	13,811,560

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
Class A				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	8.65		$	8.74		$	11.27		$	9.92		$	10.32		$	10.02
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.14			0.09			0.15			0.26			0.10			0.11
Net realized and unrealized gain (loss)		0.47			0.04			(1.65	)		1.15			(0.30	)		0.28
Total from investment operations		0.61			0.13			(1.50	)		1.41			(0.20	)		0.39
Less distributions:
Dividends from net investment income		(0.27	)		(0.22	)		(0.16	)		(0.06	)		(0.20	)		(0.04	)
Distributions from net realized gains		—			—			(0.87	)		—			—			(0.05	)
Total dividends and distributions		(0.27	)		(0.22	)		(1.03	)		(0.06	)		(0.20	)		(0.09	)
Net asset value, end of period	$	8.99		$	8.65		$	8.74		$	11.27		$	9.92		$	10.32
Total return (b)		7.18	%		1.48	%		(14.28	)%		14.24	%		(2.01	)%		3.98	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	320		$	335		$	440		$	670		$	556		$	627
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		1.10	%		1.10	%		1.10	%		1.13	%(j)		1.06	%***(k)		1.07	%**(o)
Before waivers and reimbursements (a)(f)		1.84	%		2.01	%		1.86	%		1.78	%		1.97	%		1.89	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		3.12	%		1.07	%		1.55	%		2.34	%(x)		1.03	%(x)		1.12	%(x)
Before waivers and reimbursements (a)(f)		2.37	%		0.16	%		0.79	%		1.69	%(x)		0.12	%(x)		0.30	%(x)
Portfolio turnover rate^		22	%(z)		66	%		26	%		66	%		15	%		8	%
	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
Class I				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	8.66		$	8.76		$	11.29		$	9.94		$	10.34		$	10.04
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.15			0.11			0.17			0.27			0.13			0.13
Net realized and unrealized gain (loss)		0.47			0.03			(1.64	)		1.16			(0.31	)		0.29
Total from investment operations		0.62			0.14			(1.47	)		1.43			(0.18	)		0.42
Less distributions:
Dividends from net investment income		(0.29	)		(0.24	)		(0.19	)		(0.08	)		(0.22	)		(0.07	)
Distributions from net realized gains		—			—			(0.87	)		—			—			(0.05	)
Total dividends and distributions		(0.29	)		(0.24	)		(1.06	)		(0.08	)		(0.22	)		(0.12	)
Net asset value, end of period	$	8.99		$	8.66		$	8.76		$	11.29		$	9.94		$	10.34
Total return (b)		7.32	%		1.63	%		(14.04	)%		14.48	%		(1.76	)%		4.25	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	14,081		$	13,361		$	12,070		$	16,054		$	13,776		$	17,783
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.85	%		0.85	%		0.85	%		0.88	%(j)		0.81	%***(k)		0.82	%**(o)
Before waivers and reimbursements (a)(f)		1.59	%		1.78	%		1.61	%		1.53	%		1.71	%		1.63	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		3.31	%		1.22	%		1.75	%		2.45	%(x)		1.36	%(x)		1.32	%(x)
Before waivers and reimbursements (a)(f)		2.57	%		0.29	%		0.99	%		1.80	%(x)		0.46	%(x)		0.50	%(x)
Portfolio turnover rate^		22	%(z)		66	%		26	%		66	%		15	%		8	%

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS (Continued)

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
Class R				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	8.60		$	8.70		$	11.21		$	9.87		$	10.27		$	9.97
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.12			0.07			0.12			0.21			0.06			0.08
Net realized and unrealized gain (loss)		0.48			0.03			(1.62	)		1.16			(0.29	)		0.29
Total from investment operations		0.60			0.10			(1.50	)		1.37			(0.23	)		0.37
Less distributions:
Dividends from net investment income		(0.25	)		(0.20	)		(0.14	)		(0.03	)		(0.17	)		(0.02	)
Distributions from net realized gains		—			—			(0.87	)		—			—			(0.05	)
Total dividends and distributions		(0.25	)		(0.20	)		(1.01	)		(0.03	)		(0.17	)		(0.07	)
Net asset value, end of period	$	8.95		$	8.60		$	8.70		$	11.21		$	9.87		$	10.27
Total return (b)		7.08	%		1.10	%		(14.39	)%		13.95	%		(2.27	)%		3.74	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	132		$	116		$	131		$	187		$	136		$	116
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		1.35	%		1.35	%		1.35	%		1.38	%(j)		1.31	%***(k)		1.32	%**(o)
Before waivers and reimbursements (a)(f)		2.09	%		2.27	%		2.11	%		2.03	%		2.23	%		2.13	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		2.75	%		0.77	%		1.25	%		1.96	%(x)		0.65	%(x)		0.78	%(x)
Before waivers and reimbursements (a)(f)		2.01	%		(0.15	)%		0.48	%		1.31	%(x)		(0.26	)%(x)		(0.04	)%(x)
Portfolio turnover rate^		22	%(z)		66	%		26	%		66	%		15	%		8	%

** Includes Tax expense of 0.04%.

*** Includes Tax expense of 0.01%.

^ Portfolio turnover rate excludes derivatives, if any.

(a) Ratios for periods less than one year are annualized.

(b) Total returns for periods less than one year are not annualized.

(e) Net investment income (loss) per share is based on average shares outstanding.

(f) Expenses do not include the expenses of the underlying funds (“indirect expenses”), if applicable.

(j) Including direct and indirect expenses, the net expense ratio after waivers and reimbursements would be 1.60% for Class A, 1.35% for Class I and 1.85% for Class R.

(k) Including direct and indirect expenses, the net expense ratio after waivers and reimbursements would be 1.66% for Class A, 1.41% for Class I and 1.91% for Class R.

(o) Including direct and indirect expenses, the net expense ratio after waivers and reimbursements would be 1.69% for Class A, 1.44% for Class I and 1.94% for Class R.

(x) Recognition of net investment income is affected by the timing of dividend declarations by the underlying funds in which the Fund invests.

(z) Portfolio turnover rate for periods less than one year is not annualized.

See Notes to Financial Statements.

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1290 RETIREMENT 2020 FUND (Unaudited)

Table by Asset Class (% of Net Assets)
As of April 30, 2024
Fixed Income	55.9	%
Equity	43.4

Top 10 Holdings (% of Net Assets)
As of April 30, 2024
iShares Core U.S. Aggregate Bond ETF	31.2	%
iShares Core S&P Total U.S. Stock Market ETF	15.1
iShares TIPS Bond ETF	8.4
Vanguard Short-Term Bond ETF	7.7
iShares Core MSCI EAFE ETF	5.6
iShares MSCI USA Min Vol Factor ETF	5.4
Invesco S&P 500 Low Volatility ETF	5.1
Vanguard Total International Bond ETF	4.6
iShares Broad USD High Yield Corporate Bond ETF	4.0
Invesco S&P MidCap Low Volatility ETF	3.1
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Fund, you incur two types of costs:

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees and other Fund expenses. These examples are 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 examples are based on an investment of $1,000 invested at the beginning of the six-month period ended April 30, 2024 and held for the entire six-month period.

Actual Expenses

The first line of the following table provides information about actual account values and actual expenses. You may use the information in this line, 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 line 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 line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio 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 and 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), redemption fees, or exchange fees. Therefore, the second line 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.

EXAMPLE

	Beginning Account Value 11/1/23		Ending Account Value 4/30/24		Expenses Paid During Period* 11/1/23 - 4/30/24
Class I
Actual		$1,000.00		$1,090.90		$2.89
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.10		2.79
* Expenses are equal to the Fund’s I shares annualized expense ratio of 0.56%, multiplied by the average account value over the period, and multiplied by 182/366 (to reflect the one-half year period).

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PORTFOLIO OF INVESTMENTS

April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Equity (43.4%)
Invesco S&P 500 Low Volatility ETF		4,940	$	314,678
Invesco S&P Emerging Markets Low Volatility ETF		870		20,427
Invesco S&P International Developed Low Volatility ETF		6,670		181,491
Invesco S&P MidCap Low Volatility ETF		3,580		194,902
Invesco S&P SmallCap Low Volatility ETF		1,620		68,915
iShares Core MSCI EAFE ETF		4,830		346,794
iShares Core MSCI Emerging Markets ETF		720		37,188
iShares Core S&P Total U.S. Stock Market ETF		8,500		937,125
iShares MSCI EAFE Min Vol Factor ETF (x)		2,460		170,527
iShares MSCI Emerging Markets Min Vol Factor ETF		340		19,036
iShares MSCI USA Min Vol Factor ETF		4,200		337,890
SPDR SSGA US Small Cap Low Volatility Index ETF		590		62,564
Total Equity				2,691,537
Fixed Income (55.9%)
iShares Broad USD High Yield Corporate Bond ETF		6,890		247,627
iShares Core U.S. Aggregate Bond ETF		20,320		1,935,074
iShares TIPS Bond ETF		4,940		521,318
Vanguard Short-Term Bond ETF		6,320		479,878
Vanguard Total International Bond ETF		5,940		287,555
Total Fixed Income				3,471,452
Total Investments in Securities (99.3%) (Cost $6,265,632)				6,162,989
Other Assets Less Liabilities (0.7%)				45,084
Net Assets (100%)			$	6,208,073

(x) All or a portion of security is on loan at April 30, 2024. The Fund had loaned securities with a total value of $138,085. This was collateralized by $163,061 of various U.S. Government Treasury Securities, ranging from 0.000% – 6.250%, maturing 5/7/24 – 11/15/52.

Glossary:

TIPS — Treasury Inflation Protected Security

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of April 30, 2024:

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	6,162,989	$	—	$	—	$	6,162,989
Total Assets	$	6,162,989	$	—	$	—	$	6,162,989
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	6,162,989	$	—	$	—	$	6,162,989

The Fund held no derivatives contracts during the six months ended April 30, 2024.

Investment security transactions for the six months ended April 30, 2024 were as follows: 

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	106,150
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	1,133,486

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

As of April 30, 2024, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	450,803
Aggregate gross unrealized depreciation		(616,394	)
Net unrealized depreciation	$	(165,591	)
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	6,328,580

See Notes to Financial Statements.

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STATEMENT OF ASSETS AND LIABILITIES

April 30, 2024 (Unaudited)

ASSETS
Investments in Securities, at value (x) (Cost $6,265,632)	$	6,162,989
Cash		50,262
Prepaid registration and filing fees		14,481
Receivable from investment adviser		5,254
Receivable for Fund shares sold		1,943
Securities lending income receivable		115
Total assets		6,235,044
LIABILITIES
Transfer agent fees payable		1,787
Trustees’ fees payable		67
Accrued expenses		25,117
Total liabilities		26,971
Commitments and contingent liabilities^
NET ASSETS	$	6,208,073
Net assets were comprised of:
Paid in capital	$	6,254,320
Total distributable earnings (loss)		(46,247	)
Net assets	$	6,208,073
Class I
Net asset value, offering and redemption price per share, $6,208,073 / 615,253 shares outstanding (unlimited amount authorized: $0.001 par value)	$	10.09

(x) Includes value of securities on loan of $138,085. 

^ See Note 2 in Notes to the Financial Statements.

STATEMENT OF OPERATIONS

For the Six Months Ended April 30, 2024 (Unaudited)

INVESTMENT INCOME
Dividends	$	102,062
Interest		881
Securities lending (net)		853
Total income		103,796
EXPENSES
Professional fees		21,788
Investment advisory fees		16,682
Registration and filing fees		9,822
Printing and mailing expenses		5,785
Transfer agent fees		5,370
Administrative fees		5,006
Custodian fees		2,635
Trustees’ fees		128
Miscellaneous		3,175
Gross expenses		70,391
Less:   Waiver from investment adviser		(21,688	)
Reimbursement from investment adviser		(30,154	)
Net expenses		18,549
NET INVESTMENT INCOME (LOSS)		85,247
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		87,663
Net change in unrealized appreciation (depreciation) on investments in securities		439,362
NET REALIZED AND UNREALIZED GAIN (LOSS)		527,025
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	612,272

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31, 2023
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	85,247		$	171,731
Net realized gain (loss)		87,663			87,190
Net change in unrealized appreciation (depreciation)		439,362			10,000
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		612,272			268,921
Distributions to shareholders:
Class I		(261,255	)		(774,969	)
CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 26,357 and 39,358 shares, respectively ]		267,765			390,126
Capital shares issued in reinvestment of dividends [ 21,410 and 66,431 shares, respectively ]		215,378			653,020
Capital shares repurchased [ (129,197) and (174,676) shares, respectively ]		(1,314,233	)		(1,754,007	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		(831,090	)		(710,861	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		(480,073	)		(1,216,909	)
NET ASSETS:
Beginning of period		6,688,146			7,905,055
End of period	$	6,208,073		$	6,688,146

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS

Class I	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	9.60		$	10.33		$	12.61		$	11.30		$	11.57		$	10.49
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.13			0.22			0.25			0.17			0.22			0.23
Net realized and unrealized gain (loss)		0.74			0.07			(1.91	)		1.60			(0.10	)		1.05
Total from investment operations		0.87			0.29			(1.66	)		1.77			0.12			1.28
Less distributions:
Dividends from net investment income		(0.25	)		(0.27	)		(0.15	)		(0.20	)		(0.24	)		(0.15	)
Distributions from net realized gains		(0.13	)		(0.75	)		(0.47	)		(0.26	)		(0.15	)		(0.05	)
Total dividends and distributions		(0.38	)		(1.02	)		(0.62	)		(0.46	)		(0.39	)		(0.20	)
Net asset value, end of period	$	10.09		$	9.60		$	10.33		$	12.61		$	11.30		$	11.57
Total return (b)		9.09	%		2.52	%		(13.85	)%		15.99	%		1.03	%		12.37	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	6,208		$	6,688		$	7,905		$	12,810		$	12,168		$	10,791
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.56	%(j)		0.55	%(j)		0.55	%(j)		0.54	%(j)		0.53	%**(j)		0.54	%(j)
Before waivers and reimbursements (a)(f)		2.11	%		2.18	%		1.86	%		1.60	%		1.93	%		2.09	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)(x)		2.55	%		2.21	%		2.18	%		1.38	%		1.95	%		2.10	%
Before waivers and reimbursements (a)(f)(x)		1.00	%		0.59	%		0.87	%		0.31	%		0.56	%		0.55	%
Portfolio turnover rate^		2	%(z)		5	%		13	%		17	%		32	%		18	%

** Includes tax expense of less than 0.005%.

^ Portfolio turnover rate excludes derivatives, if any.

(a) Ratios for periods less than one year are annualized.

(b) Total returns for periods less than one year are not annualized.

(e) Net investment income (loss) per share is based on average shares outstanding.

(f) Expenses do not include the expenses of the underlying funds (“indirect expenses”), if applicable.

(j) Including direct and indirect expenses, the net expense ratio after waivers and reimbursements would be 0.65% .

(x) Recognition of net investment income is affected by the timing of dividend declarations by the underlying funds in which the Fund invests.

(z) Portfolio turnover rate for periods less than one year is not annualized.

See Notes to Financial Statements.

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Table by Asset Class (% of Net Assets)
As of April 30, 2024
Equity	53.3	%
Fixed Income	46.6

Top 10 Holdings (% of Net Assets)
As of April 30, 2024
iShares Core U.S. Aggregate Bond ETF	28.9	%
iShares Core S&P Total U.S. Stock Market ETF	18.3
iShares TIPS Bond ETF	7.0
iShares Core MSCI EAFE ETF	6.5
Invesco S&P 500 Low Volatility ETF	6.2
iShares MSCI USA Min Vol Factor ETF	6.1
Vanguard Short-Term Bond ETF	4.1
iShares Broad USD High Yield Corporate Bond ETF	3.3
iShares MSCI EAFE Min Vol Factor ETF	3.3
Vanguard Total International Bond ETF	3.3
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Fund, you incur two types of costs:

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees and other Fund expenses. These examples are 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 examples are based on an investment of $1,000 invested at the beginning of the six-month period ended April 30, 2024 and held for the entire six-month period.

Actual Expenses

The first line of the following table provides information about actual account values and actual expenses. You may use the information in this line, 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 line 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 line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio 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 and 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), redemption fees, or exchange fees. Therefore, the second line 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.

EXAMPLE

	Beginning Account Value 11/1/23		Ending Account Value 4/30/24		Expenses Paid During Period* 11/1/23 - 4/30/24
Class I
Actual		$1,000.00		$1,101.20		$2.87
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.13		2.76
* Expenses are equal to the Fund’s I shares annualized expense ratio of 0.55%, multiplied by the average account value over the period, and multiplied by 182/366 (to reflect the one-half year period).

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PORTFOLIO OF INVESTMENTS

April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Equity (53.3%)
Invesco S&P 500 Low Volatility ETF		16,840	$	1,072,708
Invesco S&P Emerging Markets Low Volatility ETF		5,740		134,775
Invesco S&P International Developed Low Volatility ETF		20,930		569,505
Invesco S&P MidCap Low Volatility ETF		10,540		573,817
Invesco S&P SmallCap Low Volatility ETF		6,650		282,891
iShares Core MSCI EAFE ETF		15,720		1,128,696
iShares Core MSCI Emerging Markets ETF		5,380		277,877
iShares Core S&P Total U.S. Stock Market ETF		28,950		3,191,738
iShares MSCI EAFE Min Vol Factor ETF (x)		8,320		576,742
iShares MSCI Emerging Markets Min Vol Factor ETF		2,430		136,056
iShares MSCI USA Min Vol Factor ETF		13,210		1,062,744
SPDR SSGA US Small Cap Low Volatility Index ETF		2,620		277,826
Total Equity				9,285,375
Fixed Income (46.6%)
iShares Broad USD High Yield Corporate Bond ETF		16,130		579,712
iShares Core U.S. Aggregate Bond ETF		52,800		5,028,144
iShares TIPS Bond ETF		11,560		1,219,927
Vanguard Short-Term Bond ETF		9,500		721,335
Vanguard Total International Bond ETF		11,910		576,563
Total Fixed Income				8,125,681
Total Investments in Securities (99.9%) (Cost $17,133,064)				17,411,056
Other Assets Less Liabilities (0.1%)				15,175
Net Assets (100%)			$	17,426,231

(x) All or a portion of security is on loan at April 30, 2024. The Fund had loaned securities with a total value of $467,147. This was collateralized by $551,642 of various U.S. Government Treasury Securities, ranging from 0.000% – 6.250%, maturing 5/7/24 – 11/15/52.

Glossary:

TIPS — Treasury Inflation Protected Security

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of April 30, 2024:

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	17,411,056	$	—	$	—	$	17,411,056
Total Assets	$	17,411,056	$	—	$	—	$	17,411,056
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	17,411,056	$	—	$	—	$	17,411,056

The Fund held no derivatives contracts during the six months ended April 30, 2024.

Investment security transactions for the six months ended April 30, 2024 were as follows: 

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	3,370,872
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	2,049,108

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

As of April 30, 2024, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,334,418
Aggregate gross unrealized depreciation		(1,225,322	)
Net unrealized appreciation	$	109,096
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	17,301,960

See Notes to Financial Statements.

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STATEMENT OF ASSETS AND LIABILITIES

April 30, 2024 (Unaudited)

ASSETS
Investments in Securities, at value (x) (Cost $17,133,064)	$	17,411,056
Cash		21,475
Prepaid registration and filing fees		14,785
Receivable for Fund shares sold		3,533
Dividends, interest and other receivables		976
Receivable from investment adviser		873
Securities lending income receivable		279
Total assets		17,452,977
LIABILITIES
Transfer agent fees payable		1,276
Trustees’ fees payable		96
Accrued expenses		25,374
Total liabilities		26,746
Commitments and contingent liabilities^
NET ASSETS	$	17,426,231
Net assets were comprised of:
Paid in capital	$	17,041,968
Total distributable earnings (loss)		384,263
Net assets	$	17,426,231
Class I
Net asset value, offering and redemption price per share, $17,426,231 / 1,606,391 shares outstanding (unlimited amount authorized: $0.001 par value)	$	10.85

(x) Includes value of securities on loan of $467,147.

^ See Note 2 in Notes to the Financial Statements.

STATEMENT OF OPERATIONS

For the Six Months Ended April 30, 2024 (Unaudited)

INVESTMENT INCOME
Dividends	$	224,430
Interest		1,590
Securities lending (net)		2,244
Total income		228,264
EXPENSES
Investment advisory fees		38,974
Professional fees		23,204
Administrative fees		11,695
Registration and filing fees		10,164
Printing and mailing expenses		6,631
Transfer agent fees		5,569
Custodian fees		3,093
Trustees’ fees		289
Miscellaneous		3,670
Gross expenses		103,289
Less:   Waiver from investment adviser		(50,669	)
Reimbursement from investment adviser		(9,771	)
Net expenses		42,849
NET INVESTMENT INCOME (LOSS)		185,415
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		209,371
Net change in unrealized appreciation (depreciation) on investments in securities		1,106,038
NET REALIZED AND UNREALIZED GAIN (LOSS)		1,315,409
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	1,500,824

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31, 2023
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	185,415		$	352,964
Net realized gain (loss)		209,371			285,691
Net change in unrealized appreciation (depreciation)		1,106,038			(78,351	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		1,500,824			560,304
Distributions to shareholders:
Class I		(673,799	)		(1,124,758	)
CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 351,869 and 235,235 shares, respectively ]		3,834,921			2,505,220
Capital shares issued in reinvestment of dividends [ 62,574 and 107,018 shares, respectively ]		673,299			1,124,758
Capital shares repurchased [ (254,927) and (449,840) shares, respectively ]		(2,776,140	)		(4,795,626	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		1,732,080			(1,165,648	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		2,559,105			(1,730,102	)
NET ASSETS:
Beginning of period		14,867,126			16,597,228
End of period	$	17,426,231		$	14,867,126

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
Class I				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	10.28		$	10.68		$	13.13		$	11.42		$	11.81		$	10.62
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.13			0.22			0.23			0.17			0.21			0.22
Net realized and unrealized gain (loss)		0.91			0.11			(2.00	)		1.96			(0.15	)		1.14
Total from investment operations		1.04			0.33			(1.77	)		2.13			0.06			1.36
Less distributions:
Dividends from net investment income		(0.25	)		(0.25	)		(0.17	)		(0.20	)		(0.23	)		(0.14	)
Distributions from net realized gains		(0.22	)		(0.48	)		(0.51	)		(0.22	)		(0.22	)		(0.03	)
Total dividends and distributions		(0.47	)		(0.73	)		(0.68	)		(0.42	)		(0.45	)		(0.17	)
Net asset value, end of period	$	10.85		$	10.28		$	10.68		$	13.13		$	11.42		$	11.81
Total return (b)		10.12	%		2.94	%		(14.20	)%		19.05	%		0.47	%		12.99	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	17,426		$	14,867		$	16,597		$	23,581		$	20,456		$	19,202
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.55	%(j)		0.55	%(j)		0.55	%(j)		0.54	%(j)		0.54	%**(j)		0.54	%(j)
Before waivers and reimbursements (a)(f)		1.32	%		1.35	%		1.26	%		1.18	%		1.43	%		1.58	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)(x)		2.38	%		2.11	%		2.00	%		1.33	%		1.88	%		1.99	%
Before waivers and reimbursements (a)(f)(x)		1.60	%		1.31	%		1.29	%		0.68	%		0.99	%		0.95	%
Portfolio turnover rate ^		13	%(z)		12	%		7	%		17	%		34	%		23	%

** Includes tax expense of less than 0.005%.

^ Portfolio turnover rate excludes derivatives, if any.

(a) Ratios for periods less than one year are annualized.

(b) Total returns for periods less than one year are not annualized.

(e) Net investment income (loss) per share is based on average shares outstanding.

(f) Expenses do not include the expenses of the underlying funds (“indirect expenses”), if applicable.

(j) Including direct and indirect expenses, the net expense ratio after waivers and reimbursements would be 0.65% .

(x) Recognition of net investment income is affected by the timing of dividend declarations by the underlying funds in which the Fund invests.

(z) Portfolio turnover rate for periods less than one year is not annualized.

See Notes to Financial Statements.

87

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Table by Asset Class (% of Net Assets)
As of April 30, 2024
Equity	63.5	%
Fixed Income	36.3

Top 10 Holdings (% of Net Assets)
As of April 30, 2024
iShares Core U.S. Aggregate Bond ETF	26.7	%
iShares Core S&P Total U.S. Stock Market ETF	21.6
iShares Core MSCI EAFE ETF	8.0
Invesco S&P 500 Low Volatility ETF	7.2
iShares MSCI USA Min Vol Factor ETF	7.1
iShares TIPS Bond ETF	5.5
Invesco S&P MidCap Low Volatility ETF	4.0
Invesco S&P International Developed Low Volatility ETF	4.0
iShares MSCI EAFE Min Vol Factor ETF	4.0
iShares Core MSCI Emerging Markets ETF	1.9
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Fund, you incur two types of costs:

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees and other Fund expenses. These examples are 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 examples are based on an investment of $1,000 invested at the beginning of the six-month period ended April 30, 2024 and held for the entire six-month period.

Actual Expenses

The first line of the following table provides information about actual account values and actual expenses. You may use the information in this line, 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 line 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 line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio 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 and 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), redemption fees, or exchange fees. Therefore, the second line 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.

EXAMPLE

	Beginning Account Value 11/1/23		Ending Account Value 4/30/24		Expenses Paid During Period* 11/1/23 - 4/30/24
Class I
Actual		$1,000.00		$1,112.90		$2.87
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.15		2.74
* Expenses are equal to the Fund’s I shares annualized expense ratio of 0.55%, multiplied by the average account value over the period, and multiplied by 182/366 (to reflect the one-half year period).

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PORTFOLIO OF INVESTMENTS

April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Equity (63.5%)
Invesco S&P 500 Low Volatility ETF		11,730	$	747,201
Invesco S&P Emerging Markets Low Volatility ETF		4,220		99,086
Invesco S&P International Developed Low Volatility ETF		15,380		418,490
Invesco S&P MidCap Low Volatility ETF		7,710		419,746
Invesco S&P SmallCap Low Volatility ETF		4,560		193,982
iShares Core MSCI EAFE ETF		11,620		834,316
iShares Core MSCI Emerging Markets ETF		3,790		195,753
iShares Core S&P Total U.S. Stock Market ETF		20,370		2,245,793
iShares MSCI EAFE Min Vol Factor ETF (x)		5,990		415,227
iShares MSCI Emerging Markets Min Vol Factor ETF		1,690		94,623
iShares MSCI USA Min Vol Factor ETF		9,170		737,726
SPDR SSGA US Small Cap Low Volatility Index ETF		1,780		188,752
Total Equity				6,590,695
Fixed Income (36.3%)
iShares Broad USD High Yield Corporate Bond ETF		3,610		129,743
iShares Core U.S. Aggregate Bond ETF		29,130		2,774,050
iShares TIPS Bond ETF		5,420		571,973
Vanguard Short-Term Bond ETF		2,130		161,731
Vanguard Total International Bond ETF		2,660		128,771
Total Fixed Income				3,766,268
Total Investments in Securities (99.8%) (Cost $10,362,743)				10,356,963
Other Assets Less Liabilities (0.2%)				21,582
Net Assets (100%)			$	10,378,545

(x) All or a portion of security is on loan at April 30, 2024. The Fund had loaned securities with a total value of $348,680. This was collateralized by $411,747 of various U.S. Government Treasury Securities, ranging from 0.000% – 6.250%, maturing 5/7/24 – 11/15/52.

Glossary:

TIPS — Treasury Inflation Protected Security

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of April 30, 2024:

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	10,356,963	$	—	$	—	$	10,356,963
Total Assets	$	10,356,963	$	—	$	—	$	10,356,963
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	10,356,963	$	—	$	—	$	10,356,963

The Fund held no derivatives contracts during the six months ended April 30, 2024.

Investment security transactions for the six months ended April 30, 2024 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	1,354,169
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	883,699

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

As of April 30, 2024, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	511,033
Aggregate gross unrealized depreciation		(575,240	)
Net unrealized depreciation	$	(64,207	)
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	10,421,170

See Notes to Financial Statements.

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STATEMENT OF ASSETS AND LIABILITIES

April 30, 2024 (Unaudited)

ASSETS
Investments in Securities, at value (x) (Cost $10,362,743)	$	10,356,963
Cash		9,390
Receivable for Fund shares sold		19,188
Prepaid registration and filing fees		14,557
Receivable from investment adviser		3,548
Securities lending income receivable		207
Other assets		11
Total assets		10,403,864
LIABILITIES
Transfer agent fees payable		1,569
Accrued expenses		23,750
Total liabilities		25,319
Commitments and contingent liabilities^
NET ASSETS	$	10,378,545
Net assets were comprised of:
Paid in capital	$	10,334,239
Total distributable earnings (loss)		44,306
Net assets	$	10,378,545
Class I
Net asset value, offering and redemption price per share, $10,378,545 / 904,298 shares outstanding (unlimited amount authorized: $0.001 par value)	$	11.48

(x) Includes value of securities on loan of $348,680.

^ See Note 2 in Notes to the Financial Statements.

STATEMENT OF OPERATIONS

For the Six Months Ended April 30, 2024 (Unaudited)

INVESTMENT INCOME
Dividends	$	130,916
Interest		1,234
Securities lending (net)		1,476
Total income		133,626
EXPENSES
Investment advisory fees		25,273
Professional fees		22,279
Registration and filing fees		9,869
Administrative fees		7,584
Printing and mailing expenses		6,114
Transfer agent fees		5,420
Custodian fees		2,337
Trustees’ fees		189
Miscellaneous		3,122
Gross expenses		82,187
Less:   Waiver from investment adviser		(32,857	)
Reimbursement from investment adviser		(21,735	)
Net expenses		27,595
NET INVESTMENT INCOME (LOSS)		106,031
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		72,311
Net change in unrealized appreciation (depreciation) on investments in securities		827,064
NET REALIZED AND UNREALIZED GAIN (LOSS)		899,375
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	1,005,406

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31, 2023
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	106,031		$	184,571
Net realized gain (loss)		72,311			54,485
Net change in unrealized appreciation (depreciation)		827,064			23,275
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		1,005,406			262,331
Distributions to shareholders:
Class I		(271,641	)		(714,090	)
CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 153,144 and 142,572 shares, respectively ]		1,751,489			1,577,098
Capital shares issued in reinvestment of dividends [ 20,470 and 55,551 shares, respectively ]		232,124			603,279
Capital shares repurchased [ (115,136) and (117,723) shares, respectively ]		(1,316,265	)		(1,279,195	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		667,348			901,182
TOTAL INCREASE (DECREASE) IN NET ASSETS		1,401,113			449,423
NET ASSETS:
Beginning of period		8,977,432			8,528,009
End of period	$	10,378,545		$	8,977,432

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
Class I				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	10.61		$	11.14		$	13.31		$	11.57		$	11.89		$	10.69
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.12			0.22			0.24			0.16			0.22			0.22
Net realized and unrealized gain (loss)		1.08			0.16			(2.13	)		2.30			(0.30	)		1.20
Total from investment operations		1.20			0.38			(1.89	)		2.46			(0.08	)		1.42
Less distributions:
Dividends from net investment income		(0.23	)		(0.25	)		(0.14	)		(0.20	)		(0.21	)		(0.18	)
Distributions from net realized gains		(0.10	)		(0.66	)		(0.14	)		(0.52	)		(0.03	)		(0.04	)
Total dividends and distributions		(0.33	)		(0.91	)		(0.28	)		(0.72	)		(0.24	)		(0.22	)
Net asset value, end of period	$	11.48		$	10.61		$	11.14		$	13.31		$	11.57		$	11.89
Total return (b)		11.29	%		3.20	%		(14.52	)%		21.98	%		(0.68	)%		13.56	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	10,379		$	8,977		$	8,528		$	10,698		$	5,682		$	6,724
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.55	%(j)		0.55	%(j)		0.54	%(j)		0.54	%(j)		0.54	%**(j)		0.54	%(j)
Before waivers and reimbursements (a)(f)		1.63	%		1.91	%		1.85	%		2.14	%		2.88	%		3.14	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)(x)		2.10	%		1.99	%		1.97	%		1.24	%		1.95	%		1.98	%
Before waivers and reimbursements (a)(f)(x)		1.02	%		0.62	%		0.66	%		(0.36	)%		(0.40	)%		(0.62	)%
Portfolio turnover rate^		9	%(z)		9	%		30	%		8	%		38	%		5	%

** Includes tax expense of less than 0.005%.

^ Portfolio turnover rate excludes derivatives, if any.

(a) Ratios for periods less than one year are annualized.

(b) Total returns for periods less than one year are not annualized.

(e) Net investment income (loss) per share is based on average shares outstanding.

(f) Expenses do not include the expenses of the underlying funds (“indirect expenses”), if applicable.

(j) Including direct and indirect expenses, the net expense ratio after waivers and reimbursements would be 0.65% .

(x) Recognition of net investment income is affected by the timing of dividend declarations by the underlying funds in which the Fund invests.

(z) Portfolio turnover rate for periods less than one year is not annualized.

See Notes to Financial Statements.

92

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Table by Asset Class (% of Net Assets)
As of April 30, 2024
Equity	71.6	%
Fixed Income	28.3

Top 10 Holdings (% of Net Assets)
As of April 30, 2024
iShares Core S&P Total U.S. Stock Market ETF	24.3	%
iShares Core U.S. Aggregate Bond ETF	24.0
iShares Core MSCI EAFE ETF	9.1
Invesco S&P 500 Low Volatility ETF	8.1
iShares MSCI USA Min Vol Factor ETF	7.9
Invesco S&P International Developed Low Volatility ETF	4.6
Invesco S&P MidCap Low Volatility ETF	4.6
iShares MSCI EAFE Min Vol Factor ETF	4.5
iShares TIPS Bond ETF	4.3
Invesco S&P SmallCap Low Volatility ETF	2.2
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Fund, you incur two types of costs:

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees and other Fund expenses. These examples are 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 examples are based on an investment of $1,000 invested at the beginning of the six-month period ended April 30, 2024 and held for the entire six-month period.

Actual Expenses

The first line of the following table provides information about actual account values and actual expenses. You may use the information in this line, 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 line 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 line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio 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 and 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), redemption fees, or exchange fees. Therefore, the second line 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.

EXAMPLE

	Beginning Account Value 11/1/23		Ending Account Value 4/30/24		Expenses Paid During Period* 11/1/23 - 4/30/24
Class I
Actual		$1,000.00		$1,120.30		$2.86
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.17		2.72
* Expenses are equal to the Fund’s I shares annualized expense ratio of 0.54%, multiplied by the average account value over the period, and multiplied by 182/366 (to reflect the one-half year period).

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PORTFOLIO OF INVESTMENTS

April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Equity (71.6%)
Invesco S&P 500 Low Volatility ETF		18,300	$	1,165,710
Invesco S&P Emerging Markets Low Volatility ETF		6,790		159,429
Invesco S&P International Developed Low Volatility ETF		24,590		669,094
Invesco S&P MidCap Low Volatility ETF		12,270		668,001
Invesco S&P SmallCap Low Volatility ETF		7,370		313,520
iShares Core MSCI EAFE ETF		18,290		1,313,222
iShares Core MSCI Emerging Markets ETF		6,000		309,900
iShares Core S&P Total U.S. Stock Market ETF		31,820		3,508,155
iShares MSCI EAFE Min Vol Factor ETF (x)		9,360		648,835
iShares MSCI Emerging Markets Min Vol Factor ETF		2,940		164,611
iShares MSCI USA Min Vol Factor ETF		14,150		1,138,367
SPDR SSGA US Small Cap Low Volatility Index ETF		2,800		296,913
Total Equity				10,355,757
Fixed Income (28.3%)
iShares Core U.S. Aggregate Bond ETF		36,410		3,467,324
iShares TIPS Bond ETF		5,880		620,517
Total Fixed Income				4,087,841
Total Investments in Securities (99.9%) (Cost $13,420,977)				14,443,598
Other Assets Less Liabilities (0.1%)				17,511
Net Assets (100%)			$	14,461,109

(x) All or a portion of security is on loan at April 30, 2024. The Fund had loaned securities with a total value of $525,515. This was collateralized by $620,567 of various U.S. Government Treasury Securities, ranging from 0.000% – 6.250%, maturing 5/7/24 – 11/15/52.

Glossary:

TIPS — Treasury Inflation Protected Security

 

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of April 30, 2024:

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	14,443,598	$	—	$	—	$	14,443,598
Total Assets	$	14,443,598	$	—	$	—	$	14,443,598
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	14,443,598	$	—	$	—	$	14,443,598

The Fund held no derivatives contracts during the six months ended April 30, 2024.

Investment security transactions for the six months ended April 30, 2024 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	3,330,528
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	140,126

As of April 30, 2024, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,572,245
Aggregate gross unrealized depreciation		(626,622	)
Net unrealized appreciation	$	945,623
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	13,497,975

See Notes to Financial Statements.

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STATEMENT OF ASSETS AND LIABILITIES

April 30, 2024 (Unaudited)

ASSETS
Investments in Securities, at value (x) (Cost $13,420,977)	$	14,443,598
Cash		23,253
Prepaid registration and filing fees		14,598
Receivable for Fund shares sold		3,277
Receivable from investment adviser		1,849
Securities lending income receivable		301
Dividends, interest and other receivables		210
Total assets		14,487,086
LIABILITIES
Transfer agent fees payable		1,383
Trustees’ fees payable		7
Accrued expenses		24,587
Total liabilities		25,977
Commitments and contingent liabilities^
NET ASSETS	$	14,461,109
Net assets were comprised of:
Paid in capital	$	13,460,714
Total distributable earnings (loss)		1,000,395
Net assets	$	14,461,109
Class I
Net asset value, offering and redemption price per share, $14,461,109 / 1,198,374 shares outstanding (unlimited amount authorized: $0.001 par value)	$	12.07

(x) Includes value of securities on loan of $525,515.

^ See Note 2 in Notes to the Financial Statements.

STATEMENT OF OPERATIONS

For the Six Months Ended April 30, 2024 (Unaudited)

INVESTMENT INCOME
Dividends	$	150,844
Interest		1,598
Securities lending (net)		1,240
Total income		153,682
EXPENSES
Investment advisory fees		31,419
Professional fees		22,575
Registration and filing fees		9,919
Administrative fees		9,427
Printing and mailing expenses		6,337
Transfer agent fees		5,570
Custodian fees		2,478
Trustees’ fees		229
Miscellaneous		3,170
Gross expenses		91,124
Less:   Waiver from investment adviser		(40,846	)
Reimbursement from investment adviser		(16,208	)
Net expenses		34,070
NET INVESTMENT INCOME (LOSS)		119,612
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		13,393
Net change in unrealized appreciation (depreciation) on investments in securities		1,085,885
NET REALIZED AND UNREALIZED GAIN (LOSS)		1,099,278
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	1,218,890

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31, 2023
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	119,612		$	203,467
Net realized gain (loss)		13,393			125,644
Net change in unrealized appreciation (depreciation)		1,085,885			52,869
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		1,218,890			381,980
Distributions to shareholders:
Class I		(346,821	)		(792,730	)
CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 294,293 and 140,589 shares, respectively ]		3,545,487			1,619,563
Capital shares issued in reinvestment of dividends [ 25,362 and 60,436 shares, respectively ]		301,301			687,149
Capital shares repurchased [ (40,108) and (183,636) shares, respectively ]		(473,248	)		(2,128,188	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		3,373,540			178,524
TOTAL INCREASE (DECREASE) IN NET ASSETS		4,245,609			(232,226	)
NET ASSETS:
Beginning of period		10,215,500			10,447,726
End of period	$	14,461,109		$	10,215,500

See Notes to Financial Statements.

96

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FINANCIAL HIGHLIGHTS

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
Class I				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	11.12		$	11.59		$	13.71		$	11.62		$	12.03		$	10.76
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.11			0.22			0.24			0.16			0.22			0.22
Net realized and unrealized gain (loss)		1.22			0.19			(2.20	)		2.52			(0.32	)		1.23
Total from investment operations		1.33			0.41			(1.96	)		2.68			(0.10	)		1.45
Less distributions:
Dividends from net investment income		(0.22	)		(0.27	)		(0.16	)		(0.21	)		(0.22	)		(0.16	)
Distributions from net realized gains		(0.16	)		(0.61	)		—			(0.38	)		(0.09	)		(0.02	)
Total dividends and distributions		(0.38	)		(0.88	)		(0.16	)		(0.59	)		(0.31	)		(0.18	)
Net asset value, end of period	$	12.07		$	11.12		$	11.59		$	13.71		$	11.62		$	12.03
Total return (b)		12.03	%		3.42	%		(14.46	)%		23.70	%		(0.87	)%		13.61	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	14,461		$	10,216		$	10,448		$	14,195		$	9,521		$	8,369
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.54	%(j)		0.54	%(j)		0.54	%(j)		0.54	%(j)		0.54	%**(j)		0.54	%(j)
Before waivers and reimbursements (a)(f)		1.45	%		1.76	%		1.60	%		1.63	%		2.17	%		2.50	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)(x)		1.90	%		1.92	%		1.91	%		1.23	%		1.92	%		1.98	%
Before waivers and reimbursements (a)(f)(x)		1.00	%		0.69	%		0.85	%		0.14	%		0.28	%		0.01	%
Portfolio turnover rate^		1	%(z)		11	%		10	%		1	%		40	%		13	%

** Includes tax expense of less than 0.005%.

^ Portfolio turnover rate excludes derivatives, if any.

(a) Ratios for periods less than one year are annualized.

(b) Total returns for periods less than one year are not annualized.

(e) Net investment income (loss) per share is based on average shares outstanding.

(f) Expenses do not include the expenses of the underlying funds (“indirect expenses”), if applicable.

(j) Including direct and indirect expenses, the net expense ratio after waivers and reimbursements would be 0.65% .

(x) Recognition of net investment income is affected by the timing of dividend declarations by the underlying funds in which the Fund invests.

(z) Portfolio turnover rate for periods less than one year is not annualized.

See Notes to Financial Statements.

97

1290 RETIREMENT 2040 FUND (Unaudited)

Table by Asset Class (% of Net Assets)
As of April 30, 2024
Equity	76.5	%
Fixed Income	23.2

Top 10 Holdings (% of Net Assets)
As of April 30, 2024
iShares Core S&P Total U.S. Stock Market ETF	26.5	%
iShares Core U.S. Aggregate Bond ETF	19.7
iShares Core MSCI EAFE ETF	9.6
Invesco S&P 500 Low Volatility ETF	8.6
iShares MSCI USA Min Vol Factor ETF	8.6
iShares MSCI EAFE Min Vol Factor ETF	4.9
Invesco S&P International Developed Low Volatility ETF	4.9
Invesco S&P MidCap Low Volatility ETF	4.8
iShares TIPS Bond ETF	3.5
SPDR SSGA US Small Cap Low Volatility Index ETF	2.2
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Fund, you incur two types of costs:

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees and other Fund expenses. These examples are 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 examples are based on an investment of $1,000 invested at the beginning of the six-month period ended April 30, 2024 and held for the entire six-month period.

Actual Expenses

The first line of the following table provides information about actual account values and actual expenses. You may use the information in this line, 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 line 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 line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio 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 and 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), redemption fees, or exchange fees. Therefore, the second line 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.

EXAMPLE

	Beginning Account Value 11/1/23		Ending Account Value 4/30/24		Expenses Paid During Period* 11/1/23 - 4/30/24
Class I
Actual		$1,000.00		$1,126.20		$2.85
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.18		2.71
* Expenses are equal to the Fund’s I shares annualized expense ratio of 0.54%, multiplied by the average account value over the period, and multiplied by 182/366 (to reflect the one-half year period).

98

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PORTFOLIO OF INVESTMENTS

April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Equity (76.5%)
Invesco S&P 500 Low Volatility ETF		9,740	$	620,438
Invesco S&P Emerging Markets Low Volatility ETF		3,180		74,666
Invesco S&P International Developed Low Volatility ETF		12,890		350,737
Invesco S&P MidCap Low Volatility ETF		6,320		344,072
Invesco S&P SmallCap Low Volatility ETF		3,520		149,741
iShares Core MSCI EAFE ETF		9,630		691,434
iShares Core MSCI Emerging Markets ETF		2,900		149,785
iShares Core S&P Total U.S. Stock Market ETF		17,260		1,902,915
iShares MSCI EAFE Min Vol Factor ETF (x)		5,080		352,145
iShares MSCI Emerging Markets Min Vol Factor ETF		1,500		83,985
iShares MSCI USA Min Vol Factor ETF		7,680		617,856
SPDR SSGA US Small Cap Low Volatility Index ETF		1,480		156,940
Total Equity				5,494,714
Fixed Income (23.2%)
iShares Core U.S. Aggregate Bond ETF		14,870		1,416,070
iShares TIPS Bond ETF		2,360		249,051
Total Fixed Income				1,665,121
Total Investments in Securities (99.7%) (Cost $6,618,978)				7,159,835
Other Assets Less Liabilities (0.3%)				20,478
Net Assets (100%)			$	7,180,313

(x) All or a portion of security is on loan at April 30, 2024. The Fund had loaned securities with a total value of $209,970. This was collateralized by $247,948 of various U.S. Government Treasury Securities, ranging from 0.000% – 6.250%, maturing 5/7/24 – 11/15/52.

Glossary:

TIPS — Treasury Inflation Protected Security

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of April 30, 2024:

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	7,159,835	$	—	$	—	$	7,159,835
Total Assets	$	7,159,835	$	—	$	—	$	7,159,835
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	7,159,835	$	—	$	—	$	7,159,835

The Fund held no derivatives contracts during the six months ended April 30, 2024.

Investment security transactions for the six months ended April 30, 2024 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	1,143,558
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	1,449,097

See Notes to Financial Statements.

99

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PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

As of April 30, 2024, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	762,322
Aggregate gross unrealized depreciation		(235,028	)
Net unrealized appreciation	$	527,294
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	6,632,541

See Notes to Financial Statements.

100

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STATEMENT OF ASSETS AND LIABILITIES

April 30, 2024 (Unaudited)

ASSETS
Investments in Securities, at value (x) (Cost $6,618,978)	$	7,159,835
Cash		25,751
Prepaid registration and filing fees		14,478
Receivable from investment adviser		4,754
Securities lending income receivable		194
Receivable for Fund shares sold		8
Dividends, interest and other receivables		2
Total assets		7,205,022
LIABILITIES
Transfer agent fees payable		1,609
Trustees’ fees payable		21
Accrued expenses		23,079
Total liabilities		24,709
Commitments and contingent liabilities^
NET ASSETS	$	7,180,313
Net assets were comprised of:
Paid in capital	$	6,259,960
Total distributable earnings (loss)		920,353
Net assets	$	7,180,313
Class I
Net asset value, offering and redemption price per share, $7,180,313 / 539,660 shares outstanding (unlimited amount authorized: $0.001 par value)	$	13.31

(x) Includes value of securities on loan of $209,970. 

^ See Note 2 in Notes to the Financial Statements. 

STATEMENT OF OPERATIONS

For the Six Months Ended April 30, 2024 (Unaudited)

INVESTMENT INCOME
Dividends	$	92,476
Interest		1,291
Securities lending (net)		764
Total income		94,531
EXPENSES
Professional fees		21,881
Investment advisory fees		18,646
Registration and filing fees		9,779
Printing and mailing expenses		5,852
Administrative fees		5,595
Transfer agent fees		5,420
Custodian fees		1,840
Trustees’ fees		139
Miscellaneous		2,976
Gross expenses		72,128
Less:   Waiver from investment adviser		(24,241	)
Reimbursement from investment adviser		(27,778	)
Net expenses		20,109
NET INVESTMENT INCOME (LOSS)		74,422
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		371,707
Net change in unrealized appreciation (depreciation) on investments in securities		422,507
NET REALIZED AND UNREALIZED GAIN (LOSS)		794,214
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	868,636

STATEMENT OF CHANGES IN NET ASSETS 

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31, 2023
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	74,422		$	126,217
Net realized gain (loss)		371,707			56,371
Net change in unrealized appreciation (depreciation)		422,507			15,857
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		868,636			198,445
Distributions to shareholders:
Class I		(190,060	)		(160,072	)
CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 104,666 and 73,448 shares, respectively ]		1,355,383			924,612
Capital shares issued in reinvestment of dividends [ 8,188 and 6,479 shares, respectively ]		106,860			80,140
Capital shares repurchased [ (125,660) and (28,021) shares, respectively ]		(1,658,237	)		(348,497	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		(195,994	)		656,255
TOTAL INCREASE (DECREASE) IN NET ASSETS		482,582			694,628
NET ASSETS:
Beginning of period		6,697,731			6,003,103
End of period	$	7,180,313		$	6,697,731

See Notes to Financial Statements.

101

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FINANCIAL HIGHLIGHTS

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
Class I				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	12.12		$	11.99		$	14.32		$	11.80		$	12.05		$	10.84
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.13			0.24			0.25			0.17			0.23			0.22
Net realized and unrealized gain (loss)		1.39			0.21			(2.28	)		2.82			(0.26	)		1.24
Total from investment operations		1.52			0.45			(2.03	)		2.99			(0.03	)		1.46
Less distributions:
Dividends from net investment income		(0.23	)		(0.26	)		(0.16	)		(0.22	)		(0.21	)		(0.20	)
Distributions from net realized gains		(0.10	)		(0.06	)		(0.14	)		(0.25	)		(0.01	)		(0.05	)
Total dividends and distributions		(0.33	)		(0.32	)		(0.30	)		(0.47	)		(0.22	)		(0.25	)
Net asset value, end of period	$	13.31		$	12.12		$	11.99		$	14.32		$	11.80		$	12.05
Total return (b)		12.62	%		3.70	%		(14.46	)%		25.92	%		(0.24	)%		13.79	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	7,180		$	6,698		$	6,003		$	5,715		$	4,185		$	4,005
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.54	%(j)		0.54	%(j)		0.54	%(j)		0.53	%(j)		0.53	%**(j)		0.53	%(j)
Before waivers and reimbursements (a)(f)		1.93	%		2.48	%		2.57	%		3.05	%		3.86	%		4.57	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)(x)		1.99	%		1.94	%		1.91	%		1.22	%		1.93	%		1.96	%
Before waivers and reimbursements (a)(f)(x)		0.60	%		—	%‡‡		(0.12	)%		(1.29	)%		(1.39	)%		(2.08	)%
Portfolio turnover rate^		15	%(z)		4	%		2	%		4	%		20	%		3	%

** Includes tax expense of less than 0.005%.

‡‡ Amount is less than 0.005%.

^ Portfolio turnover rate excludes derivatives, if any.

(a) Ratios for periods less than one year are annualized.

(b) Total returns for periods less than one year are not annualized.

(e) Net investment income (loss) per share is based on average shares outstanding.

(f) Expenses do not include the expenses of the underlying funds (“indirect expenses”), if applicable.

(j) Including direct and indirect expenses, the net expense ratio after waivers and reimbursements would be 0.65% .

(x) Recognition of net investment income is affected by the timing of dividend declarations by the underlying funds in which the Fund invests.

(z) Portfolio turnover rate for periods less than one year is not annualized.

See Notes to Financial Statements.

102

1290 RETIREMENT 2045 FUND (Unaudited)

Table by Asset Class (% of Net Assets)
As of April 30, 2024
Equity	81.1	%
Fixed Income	18.2
Short-Term Investments	0.3

Top 10 Holdings (% of Net Assets)
As of April 30, 2024
iShares Core S&P Total U.S. Stock Market ETF	28.0	%
iShares Core U.S. Aggregate Bond ETF	15.5
iShares Core MSCI EAFE ETF	10.2
Invesco S&P 500 Low Volatility ETF	9.4
iShares MSCI USA Min Vol Factor ETF	9.4
iShares MSCI EAFE Min Vol Factor ETF	5.1
Invesco S&P International Developed Low Volatility ETF	5.0
Invesco S&P MidCap Low Volatility ETF	5.0
iShares TIPS Bond ETF	2.8
Invesco S&P SmallCap Low Volatility ETF	2.3
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Fund, you incur two types of costs:

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees and other Fund expenses. These examples are 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 examples are based on an investment of $1,000 invested at the beginning of the six-month period ended April 30, 2024 and held for the entire six-month period.

Actual Expenses

The first line of the following table provides information about actual account values and actual expenses. You may use the information in this line, 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 line 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 line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio 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 and 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), redemption fees, or exchange fees. Therefore, the second line 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.

EXAMPLE

	Beginning Account Value 11/1/23		Ending Account Value 4/30/24		Expenses Paid During Period* 11/1/23 - 4/30/24
Class I
Actual		$1,000.00		$1,131.60		$2.84
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.20		2.69
* Expenses are equal to the Fund’s I shares annualized expense ratio of 0.54%, multiplied by the average account value over the period, and multiplied by 182/366 (to reflect the one-half year period).

103

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PORTFOLIO OF INVESTMENTS

April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Equity (81.1%)
Invesco S&P 500 Low Volatility ETF		15,040	$	958,048
Invesco S&P Emerging Markets Low Volatility ETF		4,800		112,704
Invesco S&P International Developed Low Volatility ETF		18,900		514,269
Invesco S&P MidCap Low Volatility ETF		9,400		511,753
Invesco S&P SmallCap Low Volatility ETF		5,560		236,522
iShares Core MSCI EAFE ETF		14,480		1,039,664
iShares Core MSCI Emerging Markets ETF		4,510		232,942
iShares Core S&P Total U.S. Stock Market ETF		26,020		2,868,705
iShares MSCI EAFE Min Vol Factor ETF (x)		7,490		519,207
iShares MSCI Emerging Markets Min Vol Factor ETF		2,040		114,220
iShares MSCI USA Min Vol Factor ETF		11,900		957,355
SPDR SSGA US Small Cap Low Volatility Index ETF		2,190		232,228
Total Equity				8,297,617
Fixed Income (18.2%)
iShares Core U.S. Aggregate Bond ETF		16,640		1,584,627
iShares TIPS Bond ETF		2,670		281,765
Total Fixed Income				1,866,392
Total Exchange Traded Funds (99.3%) (Cost $8,842,254)				10,164,009
SHORT-TERM INVESTMENT:
Investment Company (0.3%)
JPMorgan Prime Money Market Fund, IM Shares 5.56% (7 day yield)		29,943	$	29,949
Total Short-Term Investment (0.3%) (Cost $29,950)				29,949
Total Investments in Securities (99.6%) (Cost $8,872,204)				10,193,958
Other Assets Less Liabilities (0.4%)				45,136
Net Assets (100%)			$	10,239,094

(x) All or a portion of security is on loan at April 30, 2024. The Fund had loaned securities with a total value of $231,667. This was collateralized by $273,570 of various U.S. Government Treasury Securities, ranging from 0.000% – 6.250%, maturing 5/7/24 – 11/15/52.

Glossary:

TIPS — Treasury Inflation Protected Security

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of April 30, 2024:

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	10,164,009	$	—	$	—	$	10,164,009
Short-Term Investment
Investment Company		29,949		—		—		29,949
Total Assets	$	10,193,958	$	—	$	—	$	10,193,958
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	10,193,958	$	—	$	—	$	10,193,958

The Fund held no derivatives contracts during the six months ended April 30, 2024.

See Notes to Financial Statements.

104

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PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

Investment security transactions for the six months ended April 30, 2024 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	1,042,130
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	106,852

As of April 30, 2024, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,576,371
Aggregate gross unrealized depreciation		(266,453	)
Net unrealized appreciation	$	1,309,918
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	8,884,040

See Notes to Financial Statements.

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STATEMENT OF ASSETS AND LIABILITIES

April 30, 2024 (Unaudited)

ASSETS
Investments in Securities, at value (x) (Cost $8,872,204)	$	10,193,958
Cash		75,000
Prepaid registration and filing fees		14,544
Receivable from investment adviser		3,665
Receivable for Fund shares sold		1,351
Securities lending income receivable		240
Dividends, interest and other receivables		111
Total assets		10,288,869
LIABILITIES
Payable for securities purchased		24,486
Transfer agent fees payable		1,634
Trustees’ fees payable		23
Accrued expenses		23,632
Total liabilities		49,775
Commitments and contingent liabilities^
NET ASSETS	$	10,239,094
Net assets were comprised of:
Paid in capital	$	8,879,945
Total distributable earnings (loss)		1,359,149
Net assets	$	10,239,094
Class I
Net asset value, offering and redemption price per share, $10,239,094 / 799,530 shares outstanding (unlimited amount authorized: $0.001 par value)	$	12.81

(x) Includes value of securities on loan of $231,667.

^ See Note 2 in Notes to the Financial Statements.

STATEMENT OF OPERATIONS

For the Six Months Ended April 30, 2024 (Unaudited)

INVESTMENT INCOME
Dividends	$	110,953
Interest		1,716
Securities lending (net)		1,121
Total income		113,790
EXPENSES
Investment advisory fees		23,731
Professional fees		22,166
Registration and filing fees		9,832
Administrative fees		7,121
Printing and mailing expenses		6,045
Transfer agent fees		5,570
Custodian fees		2,038
Trustees’ fees		176
Miscellaneous		3,060
Gross expenses		79,739
Less:   Waiver from investment adviser		(30,852	)
Reimbursement from investment adviser		(23,478	)
Net expenses		25,409
NET INVESTMENT INCOME (LOSS)		88,381
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		24,529
Net change in unrealized appreciation (depreciation) on investments in securities		971,692
NET REALIZED AND UNREALIZED GAIN (LOSS)		996,221
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	1,084,602

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31, 2023
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	88,381		$	148,663
Net realized gain (loss)		24,529			120,320
Net change in unrealized appreciation (depreciation)		971,692			(1,133	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		1,084,602			267,850
Distributions to shareholders:
Class I		(284,189	)		(285,733	)
CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 101,377 and 134,386 shares, respectively ]		1,293,562			1,624,916
Capital shares issued in reinvestment of dividends [ 14,756 and 14,587 shares, respectively ]		184,746			173,581
Capital shares repurchased [ (26,617) and (89,066) shares, respectively ]		(334,240	)		(1,069,646	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		1,144,068			728,851
TOTAL INCREASE (DECREASE) IN NET ASSETS		1,944,481			710,968
NET ASSETS:
Beginning of period		8,294,613			7,583,645
End of period	$	10,239,094		$	8,294,613

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
Class I				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	11.68		$	11.67		$	14.46		$	11.83		$	12.18		$	10.91
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.12			0.22			0.24			0.16			0.23			0.23
Net realized and unrealized gain (loss)		1.41			0.24			(2.18	)		3.03			(0.36	)		1.25
Total from investment operations		1.53			0.46			(1.94	)		3.19			(0.13	)		1.48
Less distributions:
Dividends from net investment income		(0.22	)		(0.26	)		(0.18	)		(0.23	)		(0.22	)		(0.18	)
Distributions from net realized gains		(0.18	)		(0.19	)		(0.67	)		(0.33	)		—	#		(0.03	)
Total dividends and distributions		(0.40	)		(0.45	)		(0.85	)		(0.56	)		(0.22	)		(0.21	)
Net asset value, end of period	$	12.81		$	11.68		$	11.67		$	14.46		$	11.83		$	12.18
Total return (b)		13.16	%		3.86	%		(14.30	)%		27.63	%		(1.08	)%		13.85	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	10,239		$	8,295		$	7,584		$	8,138		$	6,625		$	5,635
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.54	%(j)		0.53	%(j)		0.53	%(j)		0.53	%(j)		0.53	%**(j)		0.53	%(j)
Before waivers and reimbursements (a)(f)		1.68	%		2.13	%		2.16	%		2.18	%		2.78	%		3.51	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)(x)		1.86	%		1.86	%		1.90	%		1.21	%		1.92	%		1.97	%
Before waivers and reimbursements (a)(f)(x)		0.72	%		0.26	%		0.27	%		(0.43	)%		(0.33	)%		(1.01	)%
Portfolio turnover rate ^		1	%(z)		10	%		5	%		18	%		18	%		1	%

** Includes tax expense of less than 0.005%.

# Per share amount is less than $0.005.

^ Portfolio turnover rate excludes derivatives, if any.

(a) Ratios for periods less than one year are annualized.

(b) Total returns for periods less than one year are not annualized.

(e) Net investment income (loss) per share is based on average shares outstanding.

(f) Expenses do not include the expenses of the underlying funds (“indirect expenses”), if applicable.

(j) Including direct and indirect expenses, the net expense ratio after waivers and reimbursements would be 0.65% .

(x) Recognition of net investment income is affected by the timing of dividend declarations by the underlying funds in which the Fund invests.

(z) Portfolio turnover rate for periods less than one year is not annualized.

See Notes to Financial Statements.

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Table by Asset Class (% of Net Assets)
As of April 30, 2024
Equity	85.9	%
Fixed Income	13.3
Short-Term Investments	0.2

Top 10 Holdings (% of Net Assets)
As of April 30, 2024
iShares Core S&P Total U.S. Stock Market ETF	29.7	%
iShares Core U.S. Aggregate Bond ETF	11.3
iShares Core MSCI EAFE ETF	10.5
Invesco S&P 500 Low Volatility ETF	10.0
iShares MSCI USA Min Vol Factor ETF	10.0
Invesco S&P MidCap Low Volatility ETF	5.3
Invesco S&P International Developed Low Volatility ETF	5.3
iShares MSCI EAFE Min Vol Factor ETF	5.3
Invesco S&P SmallCap Low Volatility ETF	2.4
SPDR SSGA US Small Cap Low Volatility Index ETF	2.4
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Fund, you incur two types of costs:

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees and other Fund expenses. These examples are 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 examples are based on an investment of $1,000 invested at the beginning of the six-month period ended April 30, 2024 and held for the entire six-month period.

Actual Expenses

The first line of the following table provides information about actual account values and actual expenses. You may use the information in this line, 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 line 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 line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio 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 and 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), redemption fees, or exchange fees. Therefore, the second line 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.

EXAMPLE

	Beginning Account Value 11/1/23		Ending Account Value 4/30/24		Expenses Paid During Period* 11/1/23 - 4/30/24
Class I
Actual		$1,000.00		$1,136.60		$2.82
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.22		2.67
* Expenses are equal to the Fund’s I shares annualized expense ratio of 0.53%, multiplied by the average account value over the period, and multiplied by 182/366 (to reflect the one-half year period).

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PORTFOLIO OF INVESTMENTS

April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Equity (85.9%)
Invesco S&P 500 Low Volatility ETF		16,090	$	1,024,933
Invesco S&P Emerging Markets Low Volatility ETF		5,630		132,192
Invesco S&P International Developed Low Volatility ETF		20,020		544,744
Invesco S&P MidCap Low Volatility ETF		10,050		547,140
Invesco S&P SmallCap Low Volatility ETF		5,810		247,157
iShares Core MSCI EAFE ETF		15,060		1,081,308
iShares Core MSCI Emerging Markets ETF		4,690		242,238
iShares Core S&P Total U.S. Stock Market ETF		27,650		3,048,413
iShares MSCI EAFE Min Vol Factor ETF (x)		7,810		541,389
iShares MSCI Emerging Markets Min Vol Factor ETF		2,380		133,256
iShares MSCI USA Min Vol Factor ETF		12,730		1,024,129
SPDR SSGA US Small Cap Low Volatility Index ETF		2,320		246,014
Total Equity				8,812,913
Fixed Income (13.3%)
iShares Core U.S. Aggregate Bond ETF		12,120		1,154,188
iShares TIPS Bond ETF		1,950		205,783
Total Fixed Income				1,359,971
Total Exchange Traded Funds (99.2%) (Cost $8,768,617)				10,172,884
SHORT-TERM INVESTMENT:
Investment Company (0.2%)
JPMorgan Prime Money Market Fund, IM Shares 5.43% (7 day yield)		25,083		25,088
Total Short-Term Investment (0.2%) (Cost $25,088)				25,088
Total Investments in Securities (99.4%) (Cost $8,793,705)				10,197,972
Other Assets Less Liabilities (0.6%)				56,536
Net Assets (100%)			$	10,254,508

(x) All or a portion of security is on loan at April 30, 2024. The Fund had loaned securities with a total value of $288,648. This was collateralized by $340,857 of various U.S. Government Treasury Securities, ranging from 0.000% – 6.250%, maturing 5/7/24 – 11/15/52.

Glossary:

TIPS — Treasury Inflation Protected Security

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of April 30, 2024:

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	10,172,884	$	—	$	—	$	10,172,884
Short-Term Investment
Investment Company		25,088		—		—		25,088
Total Assets	$	10,197,972	$	—	$	—	$	10,197,972
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	10,197,972	$	—	$	—	$	10,197,972

The Fund held no derivatives contracts during the six months ended April 30, 2024.

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

Investment security transactions for the six months ended April 30, 2024 were as follows: 

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	954,094
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	280,776

As of April 30, 2024, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,546,773
Aggregate gross unrealized depreciation		(185,083	)
Net unrealized appreciation	$	1,361,690
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	8,836,282

See Notes to Financial Statements.

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STATEMENT OF ASSETS AND LIABILITIES 

April 30, 2024 (Unaudited) 

ASSETS
Investments in Securities, at value (x) (Cost $8,793,705)	$	10,197,972
Cash		75,000
Prepaid registration and filing fees		14,883
Receivable for Fund shares sold		8,207
Receivable from investment adviser		3,670
Securities lending income receivable		299
Dividends, interest and other receivables		115
Total assets		10,300,146
LIABILITIES
Payable for securities purchased		20,034
Transfer agent fees payable		1,859
Trustees’ fees payable		25
Accrued expenses		23,720
Total liabilities		45,638
Commitments and contingent liabilities ^
NET ASSETS	$	10,254,508
Net assets were comprised of:
Paid in capital	$	8,768,687
Total distributable earnings (loss)		1,485,821
Net assets	$	10,254,508
Class I
Net asset value, offering and redemption price per share, $10,254,508 / 728,475 shares outstanding (unlimited amount authorized: $0.001 par value)	$	14.08

(x) Includes value of securities on loan of $288,648. 

^ See Note 2 in Notes to the Financial Statements. 

STATEMENT OF OPERATIONS 

For the Six Months Ended April 30, 2024 (Unaudited)

INVESTMENT INCOME
Dividends	$	109,790
Interest		1,661
Securities lending (net)		1,008
Total income		112,459
EXPENSES
Investment advisory fees		23,964
Professional fees		22,188
Registration and filing fees		9,488
Administrative fees		7,191
Printing and mailing expenses		6,053
Transfer agent fees		5,271
Custodian fees		2,089
Trustees’ fees		177
Miscellaneous		3,119
Gross expenses		79,540
Less:   Waiver from investment adviser		(31,155	)
Reimbursement from investment adviser		(22,891	)
Net expenses		25,494
NET INVESTMENT INCOME (LOSS)		86,965
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		101,716
Net change in unrealized appreciation (depreciation) on investments in securities		966,327
NET REALIZED AND UNREALIZED GAIN (LOSS)		1,068,043
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	1,155,008

STATEMENT OF CHANGES IN NET ASSETS 

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31, 2023
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	86,965		$	142,774
Net realized gain (loss)		101,716			37,019
Net change in unrealized appreciation (depreciation)		966,327			60,466
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		1,155,008			240,259
Distributions to shareholders:
Class I		(189,958	)		(181,109	)
CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 87,163 and 144,031 shares, respectively ]		1,221,470			1,870,800
Capital shares issued in reinvestment of dividends [ 8,752 and 7,647 shares, respectively ]		120,078			98,186
Capital shares repurchased [ (37,971) and (23,456) shares, respectively ]		(525,842	)		(297,786	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		815,706			1,671,200
TOTAL INCREASE (DECREASE) IN NET ASSETS		1,780,756			1,730,350
NET ASSETS:
Beginning of period		8,473,752			6,743,402
End of period	$	10,254,508		$	8,473,752

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
Class I				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	12.64		$	12.43		$	14.82		$	11.76		$	12.24		$	10.97
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.13			0.24			0.26			0.16			0.22			0.22
Net realized and unrealized gain (loss)		1.58			0.30			(2.34	)		3.24			(0.46	)		1.30
Total from investment operations		1.71			0.54			(2.08	)		3.40			(0.24	)		1.52
Less distributions:
Dividends from net investment income		(0.22	)		(0.27	)		(0.16	)		(0.21	)		(0.22	)		(0.20	)
Distributions from net realized gains		(0.05	)		(0.06	)		(0.15	)		(0.13	)		(0.02	)		(0.05	)
Total dividends and distributions		(0.27	)		(0.33	)		(0.31	)		(0.34	)		(0.24	)		(0.25	)
Net asset value, end of period	$	14.08		$	12.64		$	12.43		$	14.82		$	11.76		$	12.24
Total return (b)		13.66	%		4.32	%		(14.31	)%		29.37	%		(2.05	)%		14.18	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	10,255		$	8,474		$	6,743		$	6,432		$	4,761		$	3,747
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.53	%(j)		0.53	%(j)		0.53	%(j)		0.53	%(j)		0.53	%**(j)		0.52	%(j)
Before waivers and reimbursements (a)(f)		1.66	%		2.17	%		2.39	%		2.75	%		3.80	%		4.52	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)(x)		1.81	%		1.83	%		1.93	%		1.17	%		1.90	%		1.96	%
Before waivers and reimbursements (a)(f)(x)		0.69	%		0.19	%		0.07	%		(1.05	)%		(1.37	)%		(2.03	)%
Portfolio turnover rate^		3	%(z)		2	%		2	%		5	%		21	%		2	%

** Includes tax expense of less than 0.005%.

^ Portfolio turnover rate excludes derivatives, if any.

(a) Ratios for periods less than one year are annualized.

(b) Total returns for periods less than one year are not annualized.

(e) Net investment income (loss) per share is based on average shares outstanding.

(f) Expenses do not include the expenses of the underlying funds (“indirect expenses”), if applicable.

(j) Including direct and indirect expenses, the net expense ratio after waivers and reimbursements would be 0.65% .

(x) Recognition of net investment income is affected by the timing of dividend declarations by the underlying funs in which the Fund invests.

(z) Portfolio turnover rate for periods less than one year is not annualized.

See Notes to Financial Statements.

112

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Table by Asset Class (% of Net Assets)
As of April 30, 2024
Equity	91.0	%
Fixed Income	8.2
Short-Term Investments	0.0	#
#  Less than 0.05%

Top 10 Holdings (% of Net Assets)
As of April 30, 2024
iShares Core S&P Total U.S. Stock Market ETF	31.7	%
iShares Core MSCI EAFE ETF	11.1
iShares MSCI USA Min Vol Factor ETF	10.6
Invesco S&P 500 Low Volatility ETF	10.6
iShares Core U.S. Aggregate Bond ETF	7.0
Invesco S&P International Developed Low Volatility ETF	5.6
Invesco S&P MidCap Low Volatility ETF	5.6
iShares MSCI EAFE Min Vol Factor ETF	5.5
iShares Core MSCI Emerging Markets ETF	2.7
Invesco S&P SmallCap Low Volatility ETF	2.6
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Fund, you incur two types of costs:

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees and other Fund expenses. These examples are 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 examples are based on an investment of $1,000 invested at the beginning of the six-month period ended April 30, 2024 and held for the entire six-month period.

Actual Expenses

The first line of the following table provides information about actual account values and actual expenses. You may use the information in this line, 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 line 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 line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio 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 and 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), redemption fees, or exchange fees. Therefore, the second line 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.

EXAMPLE

	Beginning Account Value 11/1/23		Ending Account Value 4/30/24		Expenses Paid During Period* 11/1/23 - 4/30/24
Class I
Actual		$1,000.00		$1,142.50		$2.81
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.24		2.66
* Expenses are equal to the Fund’s I shares annualized expense ratio of 0.53%, multiplied by the average account value over the period, and multiplied by 182/366 (to reflect the one-half year period).

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PORTFOLIO OF INVESTMENTS

April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Equity (91.0%)
Invesco S&P 500 Low Volatility ETF		11,440	$	728,728
Invesco S&P Emerging Markets Low Volatility ETF		3,720		87,346
Invesco S&P International Developed Low Volatility ETF		14,180		385,838
Invesco S&P MidCap Low Volatility ETF		7,010		381,637
Invesco S&P SmallCap Low Volatility ETF		4,150		176,541
iShares Core MSCI EAFE ETF		10,650		764,670
iShares Core MSCI Emerging Markets ETF		3,550		183,357
iShares Core S&P Total U.S. Stock Market ETF		19,750		2,177,437
iShares MSCI EAFE Min Vol Factor ETF (x)		5,490		380,567
iShares MSCI Emerging Markets Min Vol Factor ETF		1,620		90,704
iShares MSCI USA Min Vol Factor ETF		9,080		730,486
SPDR SSGA US Small Cap Low Volatility Index ETF		1,620		171,785
Total Equity				6,259,096
Fixed Income (8.2%)
iShares Core U.S. Aggregate Bond ETF		5,060		481,864
iShares TIPS Bond ETF		780		82,313
Total Fixed Income				564,177
Total Exchange Traded Funds (99.2%) (Cost $5,602,024)				6,823,273
SHORT-TERM INVESTMENT:
Investment Company (0.0%)†
JPMorgan Prime Money Market Fund, IM Shares 5.56% (7 day yield)		3,330	$	3,331
Total Short-Term Investment (0.0%)† (Cost $3,331)				3,331
Total Investments in Securities (99.2%) (Cost $5,605,355)				6,826,604
Other Assets Less Liabilities (0.8%)				48,813
Net Assets (100%)			$	6,875,417

† Percent shown is less than 0.05%.

(x) All or a portion of security is on loan at April 30, 2024. The Fund had loaned securities with a total value of $77,846. This was collateralized by $91,927 of various U.S. Government Treasury Securities, ranging from 0.000% – 6.250%, maturing 5/7/24 – 11/15/52.

Glossary:

TIPS — Treasury Inflation Protected Security

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of April 30, 2024:

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	6,823,273	$	—	$	—	$	6,823,273
Short-Term Investment
Investment Company		3,331		—		—		3,331
Total Assets	$	6,826,604	$	—	$	—	$	6,826,604
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	6,826,604	$	—	$	—	$	6,826,604

The Fund held no derivatives contracts during the six months ended April 30, 2024.

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

Investment security transactions for the six months ended April 30, 2024 were as follows: 

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	880,135
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	112,465

As of April 30, 2024, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,304,818
Aggregate gross unrealized depreciation		(86,005	)
Net unrealized appreciation	$	1,218,813
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	5,607,791

See Notes to Financial Statements.

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STATEMENT OF ASSETS AND LIABILITIES 

April 30, 2024 (Unaudited) 

ASSETS
Investments in Securities, at value (x) (Cost $5,605,355)	$	6,826,604
Cash		75,000
Prepaid registration and filing fees		14,423
Receivable from investment adviser		4,872
Receivable for Fund shares sold		2,729
Securities lending income receivable		156
Dividends, interest and other receivables		36
Total assets		6,923,820
LIABILITIES
Payable for securities purchased		23,158
Transfer agent fees payable		1,712
Trustees’ fees payable		28
Accrued expenses		23,505
Total liabilities		48,403
Commitments and contingent liabilities^
NET ASSETS	$	6,875,417
Net assets were comprised of:
Paid in capital	$	5,611,005
Total distributable earnings (loss)		1,264,412
Net assets	$	6,875,417
Class I
Net asset value, offering and redemption price per share, $6,875,417 / 494,752 shares outstanding (unlimited amount authorized: $0.001 par value)	$	13.90

(x) Includes value of securities on loan of $77,846. 

^ See Note 2 in Notes to the Financial Statements. 

STATEMENT OF OPERATIONS 

For the Six Months Ended April 30, 2024 (Unaudited)

INVESTMENT INCOME
Dividends	$	69,154
Interest		1,322
Securities lending (net)		706
Total income		71,182
EXPENSES
Professional fees		21,654
Investment advisory fees		15,608
Registration and filing fees		9,736
Printing and mailing expenses		5,726
Transfer agent fees		5,371
Administrative fees		4,684
Custodian fees		2,089
Trustees’ fees		115
Miscellaneous		2,681
Gross expenses		67,664
Less:   Waiver from investment adviser		(20,292	)
Reimbursement from investment adviser		(30,879	)
Net expenses		16,493
NET INVESTMENT INCOME (LOSS)		54,689
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		32,055
Net change in unrealized appreciation (depreciation) on investments in securities		682,854
NET REALIZED AND UNREALIZED GAIN (LOSS)		714,909
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	769,598

STATEMENT OF CHANGES IN NET ASSETS 

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31, 2023
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	54,689		$	99,570
Net realized gain (loss)		32,055			162,970
Net change in unrealized appreciation (depreciation)		682,854			(36,485	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		769,598			226,055
Distributions to shareholders:
Class I		(265,313	)		(197,242	)
CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 70,025 and 69,931 shares, respectively ]		967,091			912,050
Capital shares issued in reinvestment of dividends [ 8,276 and 5,820 shares, respectively ]		111,719			75,142
Capital shares repurchased [ (5,724) and (58,282) shares, respectively ]		(78,876	)		(764,470	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		999,934			222,722
TOTAL INCREASE (DECREASE) IN NET ASSETS		1,504,219			251,535
NET ASSETS:
Beginning of period		5,371,198			5,119,663
End of period	$	6,875,417		$	5,371,198

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
Class I				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	12.72		$	12.65		$	15.00		$	11.73		$	12.32		$	11.04
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.12			0.24			0.26			0.16			0.23			0.22
Net realized and unrealized gain (loss)		1.67			0.32			(2.37	)		3.45			(0.58	)		1.32
Total from investment operations		1.79			0.56			(2.11	)		3.61			(0.35	)		1.54
Less distributions:
Dividends from net investment income		(0.23	)		(0.27	)		(0.17	)		(0.21	)		(0.23	)		(0.21	)
Distributions from net realized gains		(0.38	)		(0.22	)		(0.07	)		(0.13	)		(0.01	)		(0.05	)
Total dividends and distributions		(0.61	)		(0.49	)		(0.24	)		(0.34	)		(0.24	)		(0.26	)
Net asset value, end of period	$	13.90		$	12.72		$	12.65		$	15.00		$	11.73		$	12.32
Total return (b)		14.25	%		4.36	%		(14.34	)%		31.27	%		(2.97	)%		14.29	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	6,875		$	5,371		$	5,120		$	5,478		$	3,883		$	3,545
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.53	%(j)		0.53	%(j)		0.52	%(j)		0.52	%(j)		0.53	%**(k)		0.52	%(j)
Before waivers and reimbursements (a)(f)		2.17	%		2.83	%		2.86	%		3.11	%		4.34	%		4.74	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)(x)		1.75	%		1.81	%		1.88	%		1.16	%		1.97	%		1.95	%
Before waivers and reimbursements (a)(f)(x)		0.11	%		(0.49	)%		(0.46	)%		(1.43	)%		(1.84	)%		(2.27	)%
Portfolio turnover rate^		2	%(z)		12	%		5	%		2	%		6	%		2	%

** Includes Tax expense of 0.01%.

^ Portfolio turnover rate excludes derivatives, if any.

(a) Ratios for periods less than one year are annualized.

(b) Total returns for periods less than one year are not annualized.

(e) Net investment income (loss) per share is based on average shares outstanding.

(f) Expenses do not include the expenses of the underlying funds (“indirect expenses”), if applicable.

(j) Including direct and indirect expenses, the net expense ratio after waivers and reimbursements would be 0.65%.

(k) Including direct and indirect expenses, the net expense ratio after waivers and reimbursements would be 0.66%.

(x) Recognition of net investment income is affected by the timing of dividend declarations by the underlying funds in which the Fund invests.

(z) Portfolio turnover rate for periods less than one year is not annualized.

See Notes to Financial Statements.

117

1290 SMARTBETA EQUITY FUND (Unaudited)

Sector Weightings as of April 30, 2024	% of Net Assets
Information Technology		18.9	%
Industrials		17.0
Financials		15.8
Health Care		11.0
Consumer Staples		10.8
Consumer Discretionary		9.3
Communication Services		6.8
Utilities		4.0
Materials		2.0
Energy		1.8
Real Estate		1.7
Investment Company		0.1
Cash and Other		0.8
		100.0	%
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Fund, you incur two types of costs:

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees (in the case of Class A, Class R and Class T shares of the Fund), and other Fund expenses. These examples are 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 examples are based on an investment of $1,000 invested at the beginning of the six-month period ended April 30, 2024 and held for the entire six-month period.

Actual Expenses

The first line of the following table provides information about actual account values and actual expenses. You may use the information in this line, 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 line 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 line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio 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 and 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), redemption fees, or exchange fees. Therefore, the second line 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.

EXAMPLE

	Beginning Account Value 11/1/23		Ending Account Value 4/30/24		Expenses Paid During Period* 11/1/23 - 4/30/24
Class A
Actual		$1,000.00		$1,164.50		$5.92
Hypothetical (5% average annual return before expenses)		1,000.00		1,019.39		5.52
Class I
Actual		1,000.00		1,165.30		4.58
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.64		4.27
Class R
Actual		1,000.00		1,163.00		7.26
Hypothetical (5% average annual return before expenses)		1,000.00		1,018.15		6.77
Class T
Actual		1,000.00		1,165.30		4.58
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.64		4.27
* Expenses are equal to the Fund’s A, I, R and T shares annualized expense ratio of 1.10%, 0.85%, 1.35% and 0.85%, respectively, multiplied by the average account value over the period, and multiplied by 182/366 (to reflect the one-half year period).

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PORTFOLIO OF INVESTMENTS

April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
COMMON STOCKS:
Communication Services (6.8%)
Diversified Telecommunication Services (1.7%)
AT&T, Inc.		28,500	$	481,365
Nippon Telegraph & Telephone Corp.		212,500		229,645
Spark New Zealand Ltd.		84,881		238,588
Swisscom AG (Registered)		922		504,911
Telstra Group Ltd.		133,153		316,276
Verizon Communications, Inc.		41,800		1,650,682
				3,421,467
Entertainment (0.1%)
Electronic Arts, Inc.		1,599		202,785
Interactive Media & Services (3.9%)
Alphabet, Inc., Class A*		31,422		5,114,873
Meta Platforms, Inc., Class A		6,226		2,678,239
				7,793,112
Media (0.6%)
Comcast Corp., Class A		29,100		1,109,001
Wireless Telecommunication Services (0.5%)
SoftBank Corp.		39,100		473,662
T-Mobile US, Inc.		3,474		570,326
				1,043,988
Total Communication Services				13,570,353
Consumer Discretionary (9.3%)
Automobile Components (0.2%)
Bridgestone Corp.		8,900		392,820
Automobiles (1.2%)
Bayerische Motoren Werke AG		3,043		331,957
Mercedes-Benz Group AG		8,206		620,025
Tesla, Inc.*		8,078		1,480,536
				2,432,518
Broadline Retail (2.8%)
Amazon.com, Inc.*		27,873		4,877,775
Dollarama, Inc.		2,900		241,918
Wesfarmers Ltd.		10,269		442,929
				5,562,622
Hotels, Restaurants & Leisure (1.6%)
Aristocrat Leisure Ltd.		8,814		225,799
Chipotle Mexican Grill, Inc.*		200		631,920
McDonald’s Corp.		4,934		1,347,179
Starbucks Corp.		6,056		535,896
Yum! Brands, Inc.		3,087		436,039
				3,176,833
Household Durables (0.3%)
DR Horton, Inc.		1,900		270,731
Sekisui House Ltd.		17,200		394,183
				664,914
Specialty Retail (2.8%)
AutoZone, Inc.*		200		591,280
Home Depot, Inc. (The)		5,600		1,871,632
Industria de Diseno Textil SA (x)		5,279		239,764
Lowe’s Cos., Inc.		4,100		934,759
O’Reilly Automotive, Inc.*		741		750,826
TJX Cos., Inc. (The)		9,003		847,092
Tractor Supply Co.		1,400		382,312
				5,617,665
Textiles, Apparel & Luxury Goods (0.4%)
Deckers Outdoor Corp.*		281		229,990
LVMH Moet Hennessy Louis Vuitton SE		258		207,684
NIKE, Inc., Class B		3,534		326,047
				763,721
Total Consumer Discretionary				18,611,093
Consumer Staples (10.8%)
Beverages (2.6%)
Coca-Cola Co. (The)		34,800		2,149,596
Diageo plc		7,117		245,419
Heineken NV		2,716		264,428
Keurig Dr Pepper, Inc.		11,401		384,214
PepsiCo, Inc.		12,382		2,178,118
				5,221,775
Consumer Staples Distribution & Retail (2.6%)
Alimentation Couche-Tard, Inc.		9,602		532,185
Costco Wholesale Corp.		2,435		1,760,262
George Weston Ltd.		2,100		276,364
Koninklijke Ahold Delhaize NV		14,652		444,503
Loblaw Cos. Ltd.		2,300		252,212
Sysco Corp.		2,687		199,698
Walmart, Inc.		29,297		1,738,777
				5,204,001
Food Products (2.6%)
Danone SA		5,704		356,696
General Mills, Inc.		11,700		824,382
Hershey Co. (The)		3,500		678,720
J M Smucker Co. (The)		2,200		252,670
Kellanova		7,700		445,522
McCormick & Co., Inc. (Non-Voting)		3,756		285,681
Mondelez International, Inc., Class A		18,800		1,352,472
Nestle SA (Registered)		9,351		937,992
				5,134,135
Household Products (2.3%)
Colgate-Palmolive Co.		12,800		1,176,576
Henkel AG & Co. KGaA (Preference)(q)		3,969		315,260
Kimberly-Clark Corp.		6,100		832,833
Procter & Gamble Co. (The)		14,100		2,301,120
				4,625,789
Personal Care Products (0.7%)
Beiersdorf AG		2,994		448,945
L’Oreal SA		776		362,490
Unilever plc (Cboe Europe)		4,078		210,969
Unilever plc (London Stock Exchange)		5,289		273,412
				1,295,816
Total Consumer Staples				21,481,516
Energy (1.8%)
Oil, Gas & Consumable Fuels (1.8%)
Chevron Corp.		4,500		725,715

See Notes to Financial Statements.

119

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PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
Enbridge, Inc.		35,500	$	1,262,286
Equinor ASA		16,118		429,508
Exxon Mobil Corp.		10,600		1,253,662
Total Energy				3,671,171
Financials (15.8%)
Banks (3.9%)
ANZ Group Holdings Ltd.		16,680		301,872
Bank of Nova Scotia (The)		23,394		1,073,305
Canadian Imperial Bank of Commerce		9,000		420,107
DBS Group Holdings Ltd.		12,100		309,434
JPMorgan Chase & Co.		4,102		786,517
Mitsubishi UFJ Financial Group, Inc.		25,500		253,814
Mizuho Financial Group, Inc.		17,700		341,303
Nordea Bank Abp (Aquis Stock Exchange)		23,265		272,507
Nordea Bank Abp (Turquoise Stock Exchange)		13,972		162,626
Oversea-Chinese Banking Corp. Ltd.		22,500		234,167
Royal Bank of Canada		19,062		1,844,236
Sumitomo Mitsui Financial Group, Inc.		5,700		323,571
Toronto-Dominion Bank (The)		14,414		855,113
United Overseas Bank Ltd.		27,600		611,892
				7,790,464
Capital Markets (3.0%)
Ameriprise Financial, Inc.		1,500		617,685
ASX Ltd.		7,512		307,544
Bank of New York Mellon Corp. (The)		7,700		434,973
BlackRock, Inc.		683		515,419
Cboe Global Markets, Inc.		1,900		344,185
CME Group, Inc.		2,850		597,474
Daiwa Securities Group, Inc.		33,000		241,618
Deutsche Boerse AG		2,051		395,943
Intercontinental Exchange, Inc.		6,366		819,686
Moody’s Corp.		1,700		629,561
S&P Global, Inc.		2,100		873,243
TMX Group Ltd.		9,500		251,534
				6,028,865
Financial Services (2.8%)
Berkshire Hathaway, Inc., Class B*		4,500		1,785,285
Fiserv, Inc.*		5,339		815,105
Mastercard, Inc., Class A		2,625		1,184,400
Visa, Inc., Class A		7,000		1,880,270
				5,665,060
Insurance (6.1%)
Aflac, Inc.		8,800		736,120
Allianz SE (Registered)		2,508		712,284
Aon plc, Class A		2,200		620,422
Assicurazioni Generali SpA		20,746		506,213
Chubb Ltd.		2,400		596,736
Hannover Rueck SE		1,052		260,877
Hartford Financial Services Group, Inc. (The)		2,600		251,914
Intact Financial Corp.		3,000		493,088
Loews Corp.		5,300		398,295
Marsh & McLennan Cos., Inc.		7,000		1,396,010
MS&AD Insurance Group Holdings, Inc.		25,500		457,311
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen (Registered)		1,413		620,967
NN Group NV		7,477		344,715
Progressive Corp. (The)		2,800		583,100
Sampo OYJ, Class A		10,515		425,572
Sompo Holdings, Inc.		28,800		566,949
Sun Life Financial, Inc.		10,300		525,905
Swiss Re AG		3,896		420,659
Tokio Marine Holdings, Inc.		9,600		301,444
Travelers Cos., Inc. (The)		3,265		692,702
W R Berkley Corp.		3,600		277,092
Willis Towers Watson plc		818		205,433
Zurich Insurance Group AG		1,542		742,145
				12,135,953
Total Financials				31,620,342
Health Care (11.0%)
Biotechnology (0.5%)
AbbVie, Inc.		1,312		213,384
Amgen, Inc.		1,211		331,741
Gilead Sciences, Inc.		6,013		392,048
				937,173
Health Care Equipment & Supplies (2.9%)
Abbott Laboratories		13,144		1,392,870
Becton Dickinson & Co.		3,000		703,800
Boston Scientific Corp.*		10,300		740,261
Edwards Lifesciences Corp.*		7,400		626,558
IDEXX Laboratories, Inc.*		562		276,931
Medtronic plc		15,872		1,273,569
ResMed, Inc.		1,200		256,788
Stryker Corp.		1,300		437,450
				5,708,227
Health Care Providers & Services (2.4%)
Cencora, Inc.		2,200		525,910
Cigna Group (The)		1,800		642,672
CVS Health Corp.		9,500		643,245
Elevance Health, Inc.		1,700		898,586
Molina Healthcare, Inc.*		656		224,417
UnitedHealth Group, Inc.		3,800		1,838,060
				4,772,890
Life Sciences Tools & Services (1.1%)
Agilent Technologies, Inc.		2,904		397,964
Danaher Corp.		4,529		1,116,942
IQVIA Holdings, Inc.*		1,001		232,002
Mettler-Toledo International, Inc.*		200		245,940
Waters Corp.*		900		278,136
				2,270,984
Pharmaceuticals (4.1%)
Bristol-Myers Squibb Co.		21,686		952,883
Eli Lilly and Co.		1,749		1,366,144
GSK plc		11,495		238,277
Johnson & Johnson		12,263		1,773,107
Novartis AG (Registered)		8,181		790,211
Novo Nordisk A/S, Class B		8,130		1,044,831
Roche Holding AG		3,231		772,982
Sanofi SA		4,752		468,530

See Notes to Financial Statements.

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April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
Zoetis, Inc.		5,625	$	895,725
				8,302,690
Total Health Care				21,991,964
Industrials (17.0%)
Aerospace & Defense (1.9%)
Airbus SE		2,956		485,784
General Dynamics Corp.		2,712		778,588
General Electric Co.		6,651		1,076,265
Lockheed Martin Corp.		2,248		1,045,162
Northrop Grumman Corp.		894		433,617
				3,819,416
Air Freight & Logistics (0.8%)
Deutsche Post AG		8,646		362,123
Expeditors International of Washington, Inc.		4,800		534,288
United Parcel Service, Inc., Class B		4,700		693,156
				1,589,567
Building Products (1.4%)
Allegion plc		5,500		668,580
Assa Abloy AB, Class B		13,662		363,812
Geberit AG (Registered)		619		330,543
Trane Technologies plc		4,500		1,428,030
				2,790,965
Commercial Services & Supplies (1.3%)
Brambles Ltd.		40,979		384,873
Cintas Corp.		844		555,639
Copart, Inc.*		10,314		560,153
Republic Services, Inc.		1,100		210,870
Waste Management, Inc.		4,300		894,486
				2,606,021
Construction & Engineering (0.1%)
WSP Global, Inc.		1,400		212,433
Electrical Equipment (1.3%)
ABB Ltd. (Registered)		10,619		514,947
Eaton Corp. plc		3,244		1,032,435
Emerson Electric Co.		2,195		236,577
GE Vernova, Inc.*		2,067		317,719
Schneider Electric SE		2,328		530,187
				2,631,865
Ground Transportation (1.3%)
Canadian National Railway Co.		2,346		284,744
CSX Corp.		26,701		887,007
Hankyu Hanshin Holdings, Inc.		8,100		212,267
Old Dominion Freight Line, Inc.		1,400		254,394
Union Pacific Corp.		4,056		961,921
				2,600,333
Industrial Conglomerates (1.1%)
Hitachi Ltd.		4,100		377,534
Honeywell International, Inc.		7,100		1,368,383
Siemens AG (Registered)		2,495		468,026
				2,213,943
Machinery (3.6%)
Atlas Copco AB, Class A		35,680		628,793
Caterpillar, Inc.		2,584		864,529
Deere & Co.		2,000		782,820
FANUC Corp.		8,500		248,767
Illinois Tool Works, Inc.		4,800		1,171,728
Knorr-Bremse AG		3,781		280,450
Otis Worldwide Corp.		3,900		355,680
PACCAR, Inc.		10,771		1,142,911
Pentair plc		5,900		466,631
Snap-on, Inc.		1,600		428,736
Volvo AB, Class B		22,816		583,641
Xylem, Inc.		1,854		242,318
				7,197,004
Professional Services (2.4%)
Automatic Data Processing, Inc.		5,705		1,379,982
Booz Allen Hamilton Holding Corp.		1,570		231,842
Broadridge Financial Solutions, Inc.		2,400		464,184
Jacobs Solutions, Inc.		1,600		229,648
Leidos Holdings, Inc.		2,034		285,207
Paychex, Inc.		4,091		486,052
Thomson Reuters Corp.		2,970		448,591
Verisk Analytics, Inc.		1,600		348,736
Wolters Kluwer NV		6,349		949,301
				4,823,543
Trading Companies & Distributors (1.8%)
Brenntag SE		4,227		337,649
Fastenal Co.		12,442		845,310
ITOCHU Corp.		16,000		715,455
Mitsui & Co. Ltd.		10,300		496,383
Sumitomo Corp.		16,800		440,610
WW Grainger, Inc.		800		737,080
				3,572,487
Total Industrials				34,057,577
Information Technology (18.9%)
Communications Equipment (0.8%)
Cisco Systems, Inc.		14,846		697,465
Motorola Solutions, Inc.		2,700		915,705
				1,613,170
Electronic Equipment, Instruments & Components (1.1%)
Amphenol Corp., Class A		8,700		1,050,699
CDW Corp.		3,200		773,952
TE Connectivity Ltd.		2,800		396,144
				2,220,795
IT Services (1.4%)
Accenture plc, Class A		3,402		1,023,696
Bechtle AG		5,404		261,249
Gartner, Inc.*		900		371,331
International Business Machines Corp.		5,138		853,936
VeriSign, Inc.*		1,395		236,425
				2,746,637
Semiconductors & Semiconductor Equipment (5.2%)
Applied Materials, Inc.		3,045		604,889
ASML Holding NV		1,110		967,501
Broadcom, Inc.		1,087		1,413,393
KLA Corp.		500		344,645
NVIDIA Corp.		7,429		6,418,805
NXP Semiconductors NV		2,814		720,919
				10,470,152

See Notes to Financial Statements.

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April 30, 2024 (Unaudited)

	Number of Shares		Value (Note 1)
Software (6.3%)
Adobe, Inc.*		1,761	$	815,044
Autodesk, Inc.*		1,948		414,632
Cadence Design Systems, Inc.*		2,231		614,930
Fair Isaac Corp.*		200		226,666
Microsoft Corp.		21,006		8,178,266
Oracle Corp.		6,504		739,830
Roper Technologies, Inc.		1,600		818,336
Synopsys, Inc.*		1,445		766,702
				12,574,406
Technology Hardware, Storage & Peripherals (4.1%)
Apple, Inc.		42,637		7,262,360
Canon, Inc.		10,500		284,134
FUJIFILM Holdings Corp.		11,100		236,435
NetApp, Inc.		2,900		296,409
				8,079,338
Total Information Technology				37,704,498
Materials (2.0%)
Chemicals (1.5%)
Air Liquide SA		1,364		267,035
Corteva, Inc.		4,900		265,237
Ecolab, Inc.		3,400		768,910
Givaudan SA (Registered)		154		658,236
Mitsubishi Chemical Group Corp.		37,400		217,757
Sherwin-Williams Co. (The)		2,900		868,869
				3,046,044
Metals & Mining (0.5%)
BHP Group Ltd.		7,744		213,543
Franco-Nevada Corp.		3,100		373,175
Wheaton Precious Metals Corp.		5,889		306,802
				893,520
Total Materials				3,939,564
Real Estate (1.7%)
Diversified REITs (0.2%)
Nomura Real Estate Master Fund, Inc. (REIT)		305		291,767
Industrial REITs (0.2%)
Prologis, Inc. (REIT)		3,688		376,360
Real Estate Management & Development (0.1%)
Mitsubishi Estate Co. Ltd.		15,400		282,746
Residential REITs (0.3%)
AvalonBay Communities, Inc. (REIT)		2,200		417,054
Equity Residential (REIT)		3,400		218,960
				636,014
Specialized REITs (0.9%)
American Tower Corp. (REIT)		3,200		548,992
Crown Castle, Inc. (REIT)		3,573		335,076
Iron Mountain, Inc. (REIT)		3,300		255,816
Public Storage (REIT)		2,300		596,735
				1,736,619
Total Real Estate				3,323,506
Utilities (4.0%)
Electric Utilities (1.9%)
Chubu Electric Power Co., Inc.		18,300		235,347
Enel SpA		114,379		753,292
Eversource Energy		10,900		660,758
Exelon Corp.		17,371		652,802
Hydro One Ltd. (m)		13,760		385,418
Iberdrola SA		47,505		583,634
Terna - Rete Elettrica Nazionale		58,178		463,542
				3,734,793
Gas Utilities (0.4%)
Atmos Energy Corp.		5,688		670,615
Hong Kong & China Gas Co. Ltd.		308,000		234,659
				905,274
Multi-Utilities (1.7%)
Consolidated Edison, Inc.		7,600		717,440
E.ON SE		37,794		499,138
National Grid plc		26,197		343,907
Public Service Enterprise Group, Inc.		12,100		835,868
Sempra		14,500		1,038,635
				3,434,988
Total Utilities				8,075,055
Total Common Stocks (99.1%) (Cost $170,676,296)				198,046,639
	Number of Warrants		Value (Note 1)
WARRANTS:
Information Technology (0.0%)
Software (0.0%)
Constellation Software, Inc., expiring 3/31/40 (r)* (Cost $—)		100		—
	Number of Shares		Value (Note 1)
SHORT-TERM INVESTMENT:
Investment Company (0.1%)
Invesco Government & Agency Portfolio, Institutional Shares 5.24% (7 day yield) (xx)		234,462	$	234,462
Total Short-Term Investment (0.1%) (Cost $234,462)				234,462
Total Investments in Securities (99.2%) (Cost $170,910,758)				198,281,101
Other Assets Less Liabilities (0.8%)				1,642,987
Net Assets (100%)			$	199,924,088

* Non-income producing.

(m) Regulation S is an exemption for securities offerings that are made outside of the United States and do not involve direct selling efforts in the United States. Resale restrictions may apply

See Notes to Financial Statements.

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April 30, 2024 (Unaudited)

for purposes of the Securities Act of 1933. At April 30, 2024, the market value or fair value, as applicable, of these securities amounted to $385,418 or 0.2% of net assets.

(q) Preference Shares are a special type of equity investment that shares in the earnings of the company, has limited voting rights, and receives a greater dividend than applicable Common Shares.

(r) Fair value determined using significant unobservable inputs.

(x) All or a portion of security is on loan at April 30, 2024.

(xx) At April 30, 2024, the Fund had loaned securities with a total value of $217,670. This was collateralized by cash of $234,462 which was subsequently invested in investment companies as detailed in the Notes to the Financial Statements.

Glossary:

REIT — Real Estate Investment Trust

Country Diversification As a Percentage of Total Net Assets
Australia	1.1	%
Brazil	0.2
Canada	4.9
China	0.4
Denmark	0.5
Finland	0.4
France	0.8
Germany	3.0
Hong Kong	0.1
Italy	0.9
Japan	4.0
Netherlands	1.5
New Zealand	0.1
Norway	0.2
Singapore	0.6
Spain	0.4
Sweden	0.8
Switzerland	1.8
United Kingdom	0.5
United States	77.0
Cash and Other	0.8
	100.0	%

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of April 30, 2024:

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)			Total
Assets:
Common Stocks
Communication Services	$	11,807,271	$	1,763,082	$	—		$	13,570,353
Consumer Discretionary		15,755,932		2,855,161		—			18,611,093
Consumer Staples		17,621,402		3,860,114		—			21,481,516
Energy		3,241,663		429,508		—			3,671,171
Financials		22,504,915		9,115,427		—			31,620,342
Health Care		18,677,133		3,314,831		—			21,991,964
Industrials		25,346,432		8,711,145		—			34,057,577
Information Technology		35,955,179		1,749,319		—			37,704,498
Materials		2,582,993		1,356,571		—			3,939,564
Real Estate		2,748,993		574,513		—			3,323,506
Utilities		4,961,536		3,113,519		—			8,075,055
Short-Term Investment
Investment Company		234,462		—		—			234,462
Warrant
Information Technology		—		—		—	(a)		—	(a)
Total Assets	$	161,437,911	$	36,843,190	$	—		$	198,281,101
Total Liabilities	$	—	$	—	$	—		$	—
Total	$	161,437,911	$	36,843,190	$	—		$	198,281,101

(a) Value is zero.

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2024 (Unaudited)

The Fund held no derivatives contracts during the six months ended April 30, 2024.

Investment security transactions for the six months ended April 30, 2024 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	31,490,220
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	43,531,072

As of April 30, 2024, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	32,529,116
Aggregate gross unrealized depreciation		(5,660,576	)
Net unrealized appreciation	$	26,868,540
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	171,412,561

See Notes to Financial Statements.

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STATEMENT OF ASSETS AND LIABILITIES

April 30, 2024 (Unaudited)

ASSETS
Investments in Securities, at value (x) (Cost $170,910,758)	$	198,281,101
Foreign cash (Cost $118,690)		118,222
Receivable for securities sold		3,591,474
Dividends, interest and other receivables		498,198
Receivable for Fund shares sold		393,210
Prepaid registration and filing fees		26,474
Securities lending income receivable		2,542
Total assets		202,911,221
LIABILITIES
Overdraft payable		2,524,399
Payable for return of collateral on securities loaned		234,462
Investment advisory fees payable		79,433
Payable for Fund shares repurchased		62,544
Transfer agent fees payable		27,219
Administrative fees payable		26,001
Distribution fees payable – Class A		1,200
Distribution fees payable – Class R		1,137
Trustees’ fees payable		379
Payable for securities purchased		68
Distribution fees payable – Class T**		37
Accrued expenses		30,254
Total liabilities		2,987,133
Commitments and contingent liabilities^
NET ASSETS	$	199,924,088
Net assets were comprised of:
Paid in capital	$	169,885,621
Total distributable earnings (loss)		30,038,467
Net assets	$	199,924,088
Class A
Net asset value and redemption price per share, $5,678,901 / 331,403 shares outstanding (unlimited amount authorized: $0.001 par value)	$	17.14
Maximum sales charge (5.50% of offering price)		1.00
Maximum offering price per share	$	18.14
Class I
Net asset value, offering and redemption price per share, $191,365,767 / 11,142,376 shares outstanding (unlimited amount authorized: $0.001 par value)	$	17.17
Class R
Net asset value, offering and redemption price per share, $2,702,039 / 158,025 shares outstanding (unlimited amount authorized: $0.001 par value)	$	17.10
Class T**
Net asset value and redemption price per share, $177,381 / 10,332 shares outstanding (unlimited amount authorized: $0.001 par value)	$	17.17
Maximum sales charge (2.50% of offering price)		0.44
Maximum offering price per share	$	17.61

(x) Includes value of securities on loan of $217,670. 

^ See Note 2 in Notes to the Financial Statements. 

** Class T shares currently are not offered for sale. 

STATEMENT OF OPERATIONS

For the Six Months Ended April 30, 2024 (Unaudited)

INVESTMENT INCOME
Dividends (net of $126,200 foreign withholding tax)	$	2,250,653
Interest		9,857
Securities lending (net)		6,355
Total income		2,266,865
EXPENSES
Investment advisory fees		716,980
Administrative fees		153,671
Transfer agent fees		106,017
Professional fees		60,131
Printing and mailing expenses		25,308
Registration and filing fees		21,993
Custodian fees		17,878
Distribution fees – Class A		7,084
Distribution fees – Class R		6,454
Trustees’ fees		3,824
Distribution fees – Class T**		216
Miscellaneous		20,199
Gross expenses		1,139,755
Less:   Waiver from investment adviser		(254,683	)
Waiver from distributor		(216	)
Net expenses		884,856
NET INVESTMENT INCOME (LOSS)		1,382,009
REALIZED AND UNREALIZED GAIN (LOSS)
Realized gain (loss) on:
Investments in securities		5,276,963
Foreign currency transactions		734
Net realized gain (loss)		5,277,697
Change in unrealized appreciation (depreciation) on:
Investments in securities		23,520,543
Foreign currency translations		(3,961	)
Net change in unrealized appreciation (depreciation)		23,516,582
NET REALIZED AND UNREALIZED GAIN (LOSS)		28,794,279
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	30,176,288

See Notes to Financial Statements.

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STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31, 2023
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	1,382,009		$	2,480,789
Net realized gain (loss)		5,277,697			445,721
Net change in unrealized appreciation (depreciation)		23,516,582			6,907,134
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		30,176,288			9,833,644
Distributions to shareholders:
Class A		(68,338	)		(41,330	)
Class I		(2,810,471	)		(1,652,986	)
Class R		(24,200	)		(9,040	)
Class T**		(2,483	)		(1,614	)
Total distributions to shareholders		(2,905,492	)		(1,704,970	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 25,755 and 37,543 shares, respectively ]		424,194			565,321
Capital shares issued in reinvestment of dividends [ 4,167 and 2,774 shares, respectively ]		68,338			41,330
Capital shares repurchased [ (29,268) and (55,092) shares, respectively ]		(495,443	)		(836,037	)
Total Class A transactions		(2,911	)		(229,386	)
Class I
Capital shares sold [ 1,678,536 and 3,973,319 shares, respectively ]		28,301,747			60,284,429
Capital shares issued in reinvestment of dividends [ 171,020 and 110,705 shares, respectively ]		2,808,138			1,651,723
Capital shares repurchased [ (2,538,198) and (2,877,536) shares, respectively ]		(42,801,105	)		(43,620,496	)
Total Class I transactions		(11,691,220	)		18,315,656
Class R
Capital shares sold [ 28,282 and 61,544 shares, respectively ]		473,696			933,269
Capital shares issued in reinvestment of dividends [ 1,477 and 607 shares, respectively ]		24,200			9,040
Capital shares repurchased [ (15,376) and (16,467) shares, respectively ]		(259,999	)		(252,479	)
Total Class R transactions		237,897			689,830
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		(11,456,234	)		18,776,100
TOTAL INCREASE (DECREASE) IN NET ASSETS		15,814,562			26,904,774
NET ASSETS:
Beginning of period		184,109,526			157,204,752
End of period	$	199,924,088		$	184,109,526
**   Class T shares currently are not offered for sale.

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS 

Class A	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	14.90		$	14.15		$	17.61		$	13.34		$	13.34		$	12.09
Income (loss) from investment operations:
Net investment income (loss) (e)		0.09			0.17			0.15			0.14			0.14			0.15
Net realized and unrealized gain (loss)		2.35			0.70			(2.37	)		4.29			0.14			1.67
Total from investment operations		2.44			0.87			(2.22	)		4.43			0.28			1.82
Less distributions:
Dividends from net investment income		(0.20	)		(0.12	)		(0.13	)		(0.08	)		(0.13	)		(0.14	)
Distributions from net realized gains		—			—	#		(1.11	)		(0.08	)		(0.15	)		(0.43	)
Total dividends and distributions		(0.20	)		(0.12	)		(1.24	)		(0.16	)		(0.28	)		(0.57	)
Net asset value, end of period	$	17.14		$	14.90		$	14.15		$	17.61		$	13.34		$	13.34
Total return (b)		16.45	%		6.14	%		(13.73	)%		33.49	%		2.07	%		15.81	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	5,679		$	4,929		$	4,888		$	4,978		$	3,278		$	2,014
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		1.10	%		1.10	%		1.10	%		1.10	%		1.14	%		1.15	%
Before waivers and reimbursements (a)(f)		1.35	%		1.41	%		1.42	%		1.48	%		1.83	%		2.26	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		1.11	%		1.15	%		0.96	%		0.89	%		1.04	%		1.19	%
Before waivers and reimbursements (a)(f)		0.86	%		0.84	%		0.64	%		0.51	%		0.35	%		0.08	%
Portfolio turnover rate^		16	%(z)		34	%		38	%		59	%		42	%		31	%
Class I	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	14.95		$	14.19		$	17.66		$	13.37		$	13.37		$	12.11
Income (loss) from investment operations:
Net investment income (loss) (e)		0.11			0.21			0.19			0.19			0.17			0.19
Net realized and unrealized gain (loss)		2.35			0.71			(2.38	)		4.29			0.14			1.67
Total from investment operations		2.46			0.92			(2.19	)		4.48			0.31			1.86
Less distributions:
Dividends from net investment income		(0.24	)		(0.16	)		(0.17	)		(0.11	)		(0.16	)		(0.17	)
Distributions from net realized gains		—			—	#		(1.11	)		(0.08	)		(0.15	)		(0.43	)
Total dividends and distributions		(0.24	)		(0.16	)		(1.28	)		(0.19	)		(0.31	)		(0.60	)
Net asset value, end of period	$	17.17		$	14.95		$	14.19		$	17.66		$	13.37		$	13.37
Total return (b)		16.53	%		6.46	%		(13.56	)%		33.87	%		2.30	%		16.16	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	191,366		$	176,892		$	150,789		$	124,320		$	46,777		$	23,959
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.85	%		0.85	%		0.85	%		0.85	%		0.89	%		0.90	%
Before waivers and reimbursements (a)(f)		1.10	%		1.16	%		1.17	%		1.23	%		1.58	%		2.02	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		1.36	%		1.40	%		1.23	%		1.16	%		1.27	%		1.49	%
Before waivers and reimbursements (a)(f)		1.11	%		1.09	%		0.90	%		0.78	%		0.58	%		0.37	%
Portfolio turnover rate^		16	%(z)		34	%		38	%		59	%		42	%		31	%

See Notes to Financial Statements.

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Class R	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	14.85		$	14.10		$	17.56		$	13.30		$	13.31		$	12.06
Income (loss) from investment operations:
Net investment income (loss) (e)		0.07			0.14			0.11			0.10			0.10			0.12
Net realized and unrealized gain (loss)		2.34			0.69			(2.37	)		4.29			0.14			1.67
Total from investment operations		2.41			0.83			(2.26	)		4.39			0.24			1.79
Less distributions:
Dividends from net investment income		(0.16	)		(0.08	)		(0.09	)		(0.05	)		(0.10	)		(0.11	)
Distributions from net realized gains		—			—	#		(1.11	)		(0.08	)		(0.15	)		(0.43	)
Total dividends and distributions		(0.16	)		(0.08	)		(1.20	)		(0.13	)		(0.25	)		(0.54	)
Net asset value, end of period	$	17.10		$	14.85		$	14.10		$	17.56		$	13.30		$	13.31
Total return (b)		16.30	%		5.90	%		(13.97	)%		33.21	%		1.75	%		15.55	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	2,702		$	2,134		$	1,381		$	936		$	236		$	151
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		1.35	%		1.35	%		1.35	%		1.35	%		1.39	%		1.40	%
Before waivers and reimbursements (a)(f)		1.60	%		1.66	%		1.68	%		1.73	%		2.09	%		2.52	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		0.87	%		0.89	%		0.72	%		0.64	%		0.77	%		1.00	%
Before waivers and reimbursements (a)(f)		0.62	%		0.58	%		0.40	%		0.26	%		0.07	%		(0.12	)%
Portfolio turnover rate^		16	%(z)		34	%		38	%		59	%		42	%		31	%
Class T**	Six Months Ended April 30, 2024 (Unaudited)			Year Ended October 31,
				2023			2022			2021			2020			2019
Net asset value, beginning of period	$	14.95		$	14.19		$	17.65		$	13.37		$	13.37		$	12.11
Income (loss) from investment operations:
Net investment income (loss) (e)		0.11			0.21			0.18			0.18			0.17			0.19
Net realized and unrealized gain (loss)		2.35			0.71			(2.36	)		4.29			0.14			1.67
Total from investment operations		2.46			0.92			(2.18	)		4.47			0.31			1.86
Less distributions:
Dividends from net investment income		(0.24	)		(0.16	)		(0.17	)		(0.11	)		(0.16	)		(0.17	)
Distributions from net realized gains		—			—	#		(1.11	)		(0.08	)		(0.15	)		(0.43	)
Total dividends and distributions		(0.24	)		(0.16	)		(1.28	)		(0.19	)		(0.31	)		(0.60	)
Net asset value, end of period	$	17.17		$	14.95		$	14.19		$	17.65		$	13.37		$	13.37
Total return (b)		16.53	%		6.46	%		(13.51	)%		33.79	%		2.30	%		16.16	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	177		$	154		$	147		$	182		$	138		$	138
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.85	%		0.85	%		0.85	%		0.85	%		0.90	%		0.90	%
Before waivers and reimbursements (a)(f)		1.35	%		1.41	%		1.42	%		1.48	%		1.84	%		2.27	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		1.36	%		1.40	%		1.20	%		1.14	%		1.28	%		1.50	%
Before waivers and reimbursements (a)(f)		0.86	%		0.84	%		0.63	%		0.50	%		0.33	%		0.13	%
Portfolio turnover rate^		16	%(z)		34	%		38	%		59	%		42	%		31	%

See Notes to Financial Statements.

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** Class T shares currently are not offered for sale. Class T shares were formerly known as Class C Shares.

# Per share amount is less than $0.005.

^ Portfolio turnover rate excludes derivatives, if any.

(a) Ratios for periods less than one year are annualized.

(b) Total returns for periods less than one year are not annualized.

(e) Net investment income (loss) per share is based on average shares outstanding.

(f) Expenses do not include the expenses of the underlying funds (“indirect expenses”), if applicable.

(z) Portfolio turnover rate for periods less than one year is not annualized.

See Notes to Financial Statements.

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Note 1 Organization and Significant Accounting Policies

1290 Funds (the “Trust”) was organized as a Delaware statutory trust on March 1, 2013 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open- end management investment company with sixteen diversified funds in operation (each, a “Fund” and collectively, the “Funds”). Equitable Investment Management, LLC (“EIM” or the “Adviser”) is the investment adviser to each Fund. The Adviser is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended, and is an indirect, wholly-owned subsidiary of Equitable Holdings, Inc., which is a publicly- owned company.

Each of the investment sub-advisers (each a “Sub-Adviser”) independently chooses and maintains a portfolio of securities for their respective Fund.

The 1290 Retirement 2020 Fund, 1290 Retirement 2025 Fund, 1290 Retirement 2030 Fund, 1290 Retirement 2035 Fund, 1290 Retirement 2040 Fund, 1290 Retirement 2045 Fund, 1290 Retirement 2050 Fund and the 1290 Retirement 2055 Fund (each, a “1290 Retirement Fund” and together, the “1290 Retirement Funds”) as well as 1290 Multi- Alternative Strategies Fund are types of mutual funds often described as “fund-of-funds.” These Funds pursue their investment objectives by investing exclusively in other unaffiliated investment companies or exchange-traded funds (“ETFs”). The underlying funds’ financial statements are included in each underlying fund’s annual report, which is filed with the SEC on Form N-CSR and are publicly available through the SEC’s EDGAR database (https://www.sec.gov/edgar/searchedgar/companysearch.html).

The Trust has authorized four classes of shares, Class A, Class I, Class R and Class T on behalf of each of the sixteen Funds. Class T shares are currently not offered for sale. Additionally, 1290 Retirement Funds currently only offer Class I shares for sale.

The Class A, Class R and Class T shares are subject to distribution fees imposed under distribution plans (“Distribution Plans”) adopted pursuant to Rule 12b-1 under the 1940 Act. Under the Trust’s multiple-class distribution system, all four classes of shares have identical voting, dividend, liquidation and other rights, other than the payment of distribution fees under the applicable Distribution Plan.

Additionally, Class A shares are sold at a maximum front-end sales charge of up to 4.50% for 1290 Diversified Bond Fund, 1290 Loomis Sayles Multi-Asset Income Fund and 1290 High Yield Bond Fund, and up to 5.50% for 1290 Avantis^® U.S. Large Cap Growth Fund, 1290 GAMCO Small/ Mid Cap Value Fund, 1290 Essex Small Cap Growth Fund, 1290 Multi-Alternative Strategies Fund, 1290 SmartBeta Equity Fund and each 1290 Retirement Fund. Class A shares sold without a front-end sales charge are subject to a contingent deferred sales charge (“CDSC”) of 1% of the lesser of the original net asset value (“NAV”) of the redeemed shares at the time of purchase or the aggregate NAV of the redeemed shares at the time of redemption, if redeemed within 12 months of purchase. Class T shares are subject to a maximum front-end sales charge of up to 2.50%.

EIM contributed seed capital to the Fund listed below:

Funds:	Date		Class		Seed capital
1290 Avantis® U.S. Large Cap Growth (formerly, 1290 Retirement 2060)		11/30/2023		A	$	100,000
1290 Avantis® U.S. Large Cap Growth (formerly, 1290 Retirement 2060)		11/30/2023		I	$	18,900,000

The investment objectives of each Fund are as follows:

1290 Avantis^® U.S. Large Cap Growth Fund (sub-advised by American Century Investment Management, Inc.) — Seeks to provide long-term growth of capital.

1290 Diversified Bond Fund (sub-advised by Brandywine Global Investment Management, LLC) — Seeks to maximize total return consisting of income and capital appreciation.

1290 Essex Small Cap Growth Fund (sub-advised by Essex Investment Management Company, LLC) — Seeks long-term growth of capital.

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1290 GAMCO Small/Mid Cap Value Fund (sub-advised by GAMCO Asset Management, Inc.) — Seeks to maximize capital appreciation.

1290 High Yield Bond Fund (sub-advised by AXA Investment Managers US Inc.) — Seeks to maximize current income.

1290 Loomis Sayles Multi-Asset Income Fund (sub-advised by Loomis, Sayles & Company, L.P.) — Seeks to provide income and total return through principally investing in income generating securities and investments.

1290 Multi-Alternative Strategies Fund — Seeks long-term growth of capital.

1290 Retirement 2020 Fund — Seeks the highest total return over time consistent with its asset mix while managing portfolio volatility. Total return includes capital growth and income.

1290 Retirement 2025 Fund — Seeks the highest total return over time consistent with its asset mix while managing portfolio volatility. Total return includes capital growth and income.

1290 Retirement 2030 Fund — Seeks the highest total return over time consistent with its asset mix while managing portfolio volatility. Total return includes capital growth and income.

1290 Retirement 2035 Fund — Seeks the highest total return over time consistent with its asset mix while managing portfolio volatility. Total return includes capital growth and income.

1290 Retirement 2040 Fund — Seeks the highest total return over time consistent with its asset mix while managing portfolio volatility. Total return includes capital growth and income.

1290 Retirement 2045 Fund — Seeks the highest total return over time consistent with its asset mix while managing portfolio volatility. Total return includes capital growth and income.

1290 Retirement 2050 Fund — Seeks the highest total return over time consistent with its asset mix while managing portfolio volatility. Total return includes capital growth and income.

1290 Retirement 2055 Fund — Seeks the highest total return over time consistent with its asset mix while managing portfolio volatility. Total return includes capital growth and income.

1290 SmartBeta Equity Fund (sub-advised by AXA Investment Managers US Inc.) — Seeks to achieve long-term capital appreciation.

The following is a summary of the significant accounting policies of the Trust:

The preparation of financial statements in accordance with United States of America generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates. The Funds are investment companies and, accordingly, follow the Investment Company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standards Codification Topic 946 — Investment Companies, which is part of U.S. GAAP.

Valuation:

Equity securities (including securities issued by ETFs) listed on national securities exchanges are generally valued at the last sale price or official closing price on the date of valuation or, if there is no sale or official closing price, at the latest available bid price. Securities listed on the NASDAQ stock market will be valued using the NASDAQ Official Closing Price (“NOCP”). Other unlisted stocks are generally valued at their last sale price or official closing price, or if there is no such price, at a bid price estimated by a broker.

Corporate and municipal bonds and notes are generally valued on the basis of prices provided by a pricing service. The pricing services may utilize many inputs that are observable in making evaluations which may include, but are not limited to, trading activity for similar securities, issuer details, yields, default rates, credit spreads, quoted prices and any developments related to the specific securities. However, when such prices are not available, such bonds and notes are generally fair valued at a bid price estimated by a broker.

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Convertible preferred stocks listed on national securities exchanges are generally valued as of their last sale price or, if there is no sale, at the latest available bid price. Convertible bonds and unlisted convertible preferred stocks are generally valued using prices obtained from a pricing service for such investments or, if a pricing service price is not available, fair valued at bid prices obtained from one or more of the major dealers in such bonds or stocks. Convertible bonds may be matrix-priced based upon the conversion value to the underlying common stocks and market premiums.

Mortgage-backed and asset-backed securities are generally valued at evaluated prices obtained from a pricing service where available, or fair valued at a bid price obtained from one or more of the major dealers in such securities. The pricing service may utilize data such as issuer type, coupon, cash flows, collateral performance, mortgage prepayment projection tables and Adjustable Rate Mortgage evaluations that incorporate index data, periodic and life caps, the next coupon reset date and the convertibility of the bond in making evaluations. If a quoted price is unavailable, an equivalent yield or yield spread quotes may be obtained from a broker and converted to a price.

Options that are traded on an exchange are generally valued at their last sale price or official closing price on the date of valuation. Options not traded on an exchange or actively traded are valued according to fair value methods. The market value of a put or call option will usually reflect, among other factors, the market price of the underlying security.

U.S. Treasury securities and other obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, are generally valued at prices obtained from a bond pricing service where available. The pricing service may utilize data received from active market makers and broker- dealers, yield curves and the spread over comparable U.S. Treasury issues in making evaluations. Debt securities with original or remaining maturities of 60 days or less may be valued at amortized cost.

Foreign securities, including foreign government securities, not traded directly in the U.S., or traded in American Depositary Receipts (“ADR”) or similar form, are generally valued at representative quoted prices from the primary exchange in the currency of the country of origin. Foreign currency is converted into U.S. dollar equivalent at current exchange rates.

Investments in shares of open-end investment companies (other than ETFs) held by a Fund are generally valued at the net asset value (“NAV”) of the shares of such funds as described in the underlying funds’ prospectuses.

Futures contracts are generally valued at their last settlement price or, if there is no sale, at the latest available bid price.

Forward foreign currency contracts are generally valued by interpolating between the forward and spot currency rates as quoted by a pricing service as of a designated hour on the valuation date. The pricing service may utilize data such as actual trading information and foreign currency rates gathered from leading market makers and foreign currency trading centers throughout the world in making evaluations. Forward foreign currency contracts may be settled with the counterparty in U.S. dollars without the delivery of foreign currency.

Swap agreements are two party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. Swaps are marked-to-market daily based upon values from third party vendors, which may include a clearing counterparty, registered exchange, or quotations from market makers to the extent available. In the event that market quotes are not readily available and the swap cannot be valued pursuant to one of the valuation methods, the fair value of the swap will be determined in good faith by the Trust’s Valuation Committee (as discussed below).

Securities for which market quotations are readily available are valued at their market value. All other securities are valued at their fair value, as determined in good faith by the Board of Trustees (the “Board”) of the Trust. In accordance with Rule 2a-5 under the Investment Company Act of 1940, as amended, the Board has designated the Adviser as its valuation designee (the “Valuation

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Designee”). As Valuation Designee, EIM, subject to the oversight of the Board, is responsible for making fair valuation determinations in accordance with procedures (the “Pricing Procedures”) approved by the Board. EIM’s day-to-day responsibilities as Valuation Designee are performed by a valuation committee established by EIM (the “Committee”).

The Adviser also serves as the administrator of the Funds. The Administrator oversees the calculation of the NAV of the Funds and their respective share classes. The Administrator has entered into a sub-administration agreement with JPMorgan Chase Bank, N.A. (the “Sub-Administrator”) to assist in performing certain duties, including the calculation of the Funds’ NAVs.

Due to the inherent uncertainty of the valuation of securities for which market quotations are not readily available, the fair value of such securities may differ significantly from the values that would have been used had a ready market for such securities existed.

Various inputs are used in determining the value of each Fund’s assets or liabilities carried at fair value. These inputs are summarized in three broad levels below:

• Level 1 - quoted prices in active markets for identical assets

• Level 2 - other significant observable inputs (including quoted prices of similar securities, interest rates, prepayment speeds, credit risk, etc.)

• Level 3 - significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

A summary of inputs used to value each Fund’s assets and liabilities carried at fair value as of April 30, 2024, is included in the Portfolio of Investments for each Fund. Changes in valuation techniques may result in transfers in or out of an investment’s assigned level.

Transfers into and transfers out of Level 3 are included in the Level 3 reconciliation following the Portfolio of Investments for each Fund, if any. Transfers between levels may be due to a decline, or an increase, in market activity (e.g., frequency of trades), which may result in a lack of, or increase in, available observable market inputs to determine price.

The inputs or methodology used to fair value securities are not necessarily an indication of the risk associated with investing in those securities. An investment’s level within the fair value hierarchy is based on the lowest level of any input, both individually and in the aggregate, that is significant to the fair value measurement.

The Committee has the ability to meet and review reports based on the valuation techniques used to fair value Level 3 securities. As part of a review, the Committee would consider obtaining updates from its pricing vendors and Sub-Advisers for fair valued securities. For example, with respect to model driven prices, the Committee could receive reports regarding a review and recalculation of pricing models and related discounts. For those securities which are valued based on broker quotes, the Committee may evaluate variances between existing broker quotes and any alternative broker quotes provided by a Sub-Adviser or other pricing source.

To substantiate unobservable inputs used in a fair valuation, the Committee may perform an independent verification as well as additional research for fair value notifications received from the pricing agents. Among other factors, particular areas of focus may include: description of security, historical pricing, intra-day price movement, last trade information, corporate actions, related securities, any available company news and announcements, any available trade data or other information. The Committee also notes the materiality of holdings and price changes on a Fund’s NAV.

The Committee reviews and considers changes in value for all fair valued securities that have occurred since the last review.

Events or circumstances affecting the values of Fund securities that occur between the closing of their principal markets and the time the NAV is determined may be reflected in the Trust’s

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calculation of a NAV for each applicable Fund when the Committee deems that the particular event or circumstance would materially affect such Fund’s NAV.

Security Transactions and Investment Income:

Securities transactions are recorded on the trade date net of brokerage fees, commissions, and transfer fees. Dividend income (net of withholding taxes) and distributions to shareholders are recorded on the ex-dividend date, except that certain dividends from foreign securities, if any, are recognized as soon as the Fund is informed of the ex-dividend date. Non-cash dividends, if any, are recorded at the market value or fair value, as applicable, of the asset received. Interest income (including amortization of premium and accretion of discount on long-term securities using the effective yield method) and interest expense are accrued daily. The Trust records paydown gains and losses realized on prepayments received on mortgage-backed securities as an adjustment to interest income.

The Funds record distributions received in excess of income from underlying investments as a reduction of cost of investments and/or realized gain. Such amounts are based on estimates if actual amounts are not available and actual amounts of income, realized gain and return of capital may differ from the estimated amounts. The Funds adjust the estimated amounts of components of distributions (and consequently its net investment income) as necessary once the issuers provide information about the actual composition of the distributions.

Realized gains and losses on the sale of investments are computed on the basis of the specific identified cost of the investments sold. Unrealized appreciation (depreciation) on investments and foreign currency denominated assets and liabilities, if any, is presented net of deferred taxes on unrealized appreciation in the Statements of Assets and Liabilities.

Foreign Taxes:

The Funds may be subject to foreign taxes on dividend and interest income, gains on investments or currency purchase/repatriation, all or a portion of which may be recoverable. Each Fund applies for refunds where available. The Funds will accrue such taxes and recoveries as applicable, based on their current interpretation of the tax rules and regulations that exist in the markets in which they invest.

Allocation of Expenses and Income:

Expenses attributable to a single Fund or class are charged to that Fund or class. Expenses of the Trust not attributable to a single Fund or class are charged to each Fund or class in proportion to the average net assets of each Fund or other appropriate allocation methods.

All income earned and expenses incurred by each Fund are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Fund represented by the daily net assets of such class, except for distribution fees which are charged on a class-specific basis.

Offering costs incurred in connection with the offering of shares of a Fund will be amortized and recorded as an expense on a straight line basis over 12 months from the date of the Fund’s commencement of public offering of shares. Amortized offering costs are disclosed in the Statement of Operations.

Foreign Currency Valuation:

The books and records of the Trust are kept in U.S. dollars. Foreign currency amounts are translated into U.S. dollars at current exchange rates at the following dates:

(i) Market value or fair value, as applicable, of investment securities, other assets and liabilities — at the valuation date.

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(ii) Purchases and sales of investment securities, income and expenses — at the date of such transactions.

The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

Reported realized foreign currency gains and losses arise from the disposition of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on each Fund’s books on the transaction date and the U.S. dollar equivalent of the amounts actually received or paid. These reported realized foreign currency gains and losses are included in Net realized gain (loss) on foreign currency transactions on the Statements of Operations. Unrealized foreign currency gains and losses arise from changes (due to changes in exchange rates) in the value of foreign currency and other assets and liabilities denominated in foreign currencies, which are held at period end and are included in Change in net unrealized appreciation/depreciation on foreign currency translations on the Statements of Operations.

Taxes:

Each Fund intends to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies (“RICs”) and to distribute substantially all of its net investment income and net realized capital gains to shareholders of each Fund. Therefore, no federal, state and local income tax provisions are required.

The Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. However, the Funds’ conclusions may be subject to future review based on changes in, or the interpretation of, the accounting standards or tax laws and regulations. The Funds recognize interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statements of Operations. During the year ended October 31, 2023, the Funds did not incur any interest or penalties. Each of the tax years in the four year period ended October 31, 2023 remains subject to examination by the Internal Revenue Service, state and local taxing authorities.

Each Fund (other than the 1290 Diversified Bond Fund, 1290 High Yield Bond Fund and 1290 Loomis Sayles Multi-Asset Income Fund) generally distributes most or all of its net investment income and net realized gains, if any, annually. Each of the 1290 Diversified Bond Fund, 1290 High Yield Bond Fund and 1290 Loomis Sayles Multi-Asset Income Fund normally distributes dividends from its net investment income monthly and distributes its net realized gains, if any, annually. Dividends to shareholders of a Fund to which such gains are attributable from net realized short-term and long-term capital gains are declared and distributed at least annually. All distributions are calculated on a tax basis and, as such, the amounts may differ from financial statement investment income and realized gains. Short-term capital gains and foreign currency gains are treated as capital gains for U.S. GAAP purposes but are considered ordinary income for tax purposes. The tax character of distributions for the years ended October 31, 2023 and October 31, 2022 and the tax composition of undistributed ordinary income and undistributed long term gains at October 31, 2023 are presented in the following table. For the Funds, the cumulative significant differences related to the tax composition of undistributed ordinary income and long term gains are primarily due to 1256 mark to market contracts (1290 Diversified Bond), capital loss carryforwards (1290 Diversified Bond, 1290 Essex Small Cap Growth, 1290 High Yield Bond, 1290 Multi-Alternative Strategies and 1290 SmartBeta Equity), deferral of losses on offsetting positions (1290 Loomis Sayles Multi-Asset Income), partnership basis adjustments (1290 Multi-Alternative Strategies) and wash sale loss deferrals (1290 Diversified Bond, 1290 GAMCO Small/Mid Cap Value, 1290 High Yield Bond, 1290 Loomis Sayles Multi-Asset Income, 1290 Multi-Alternative Strategies, 1290 Retirement 2020, 1290 Retirement 2025, 1290 Retirement 2030, 1290 Retirement 2035 and 1290 Retirement 2050).

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April 30, 2024 (Unaudited)

	Year Ended October 31, 2023				As of October 31, 2023				Year Ended October 31, 2022
Funds:	Distributed Ordinary Income		Distributed Long Term Gains		Accumulated Undistributed Ordinary Income		Accumulated Undistributed Long Term Gains		Distributed Ordinary Income		Distributed Long Term Gains
1290 Avantis® U.S. Large Cap Growth* (formerly, 1290 Retirement 2060)	$	112,234	$	98,870	$	62,050	$	72,647	$	60,223	$	56,775
1290 Diversified Bond		15,606,684		—		—		—		15,789,422		—
1290 Essex Small Cap Growth		73,637		—		—		—		—		—
1290 GAMCO Small/Mid Cap Value		248,039		2,550,136		1,082,312		3,909,012		3,318,337		6,937,069
1290 High Yield Bond		3,658,332		—		—		—		3,240,660		—
1290 Loomis Sayles Multi-Asset Income		2,420,631		1,048,196		946,755		—		6,031,882		1,904,182
1290 Multi-Alternative Strategies		349,910		—		231,519		—		360,960		1,243,789
1290 Retirement 2020		204,241		570,728		117,498		90,190		166,329		463,440
1290 Retirement 2025		389,577		735,181		241,333		312,846		288,656		860,778
1290 Retirement 2030		195,023		519,067		121,296		80,516		122,307		128,767
1290 Retirement 2035		242,334		550,396		125,091		143,495		166,168		—
1290 Retirement 2040		132,662		27,410		80,116		56,874		65,632		57,624
1290 Retirement 2045		162,933		122,800		91,341		129,169		101,057		376,691
1290 Retirement 2050		147,935		33,174		88,692		36,716		71,905		67,676
1290 Retirement 2055		109,392		87,850		59,550		164,616		61,562		24,624
1290 SmartBeta Equity		1,704,970		—		2,539,876		—		3,843,892		6,057,833

The following Funds had a Return of Capital during the year ended October 31, 2023:

Funds:	Return of Capital
1290 Diversified Bond	$	8,391,802
1290 High Yield Bond		31,809

The following Funds had a Return of Capital during the year ended October 31, 2022:

Funds:	Return of Capital
1290 High Yield Bond	$	121,909

Net capital losses recognized by the Funds may get carried forward indefinitely, and retain their character as short-term and/or long-term losses. The following Funds utilized net capital loss carry forwards during the year and/or have capital losses incurred that will be carried forward:

	Utilized				Losses Carried Forward
Funds:	Short Term		Long Term		Short Term		Long Term
1290 Diversified Bond	$	—	$	—	$	77,112,534	$	78,279,056
1290 Essex Small Cap Growth		7,561		—		2,148,541		—
1290 High Yield Bond		—		—		1,137,525		5,334,685
1290 Multi-Alternative Strategies		—		—		30,333		799,841
1290 SmartBeta Equity		441,231		—		3,116,153		—

Accounting for Derivative Instruments:

Following is a description of how and why the Funds use derivative instruments, the type of derivatives utilized by the Funds during the reporting period, as well as the primary underlying risk exposures related to each instrument type. Derivatives accounted for as hedging instruments must be disclosed separately from those that do not qualify for hedge accounting. Even though the Funds may use derivatives in an attempt to achieve an economic hedge, the Fund’s derivatives are not

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accounted for as hedging instruments because the Funds account for their derivatives at fair value and record any changes in fair value in current period earnings in the Statements of Operations. All open derivative positions at period end are reflected on each respective Fund’s Portfolio of Investments. The volume of derivative activity, based on month-end notional amounts during the period is also noted in each respective Fund’s Portfolio of Investments. Portfolio securities are reserved and/or pledged with the custodian as collateral for current or potential derivative holdings as necessary throughout the year.

Options:

Certain Funds may write (sell) covered options as a hedge to provide protection against adverse movements in the price of securities in the Fund or to enhance investment performance. Certain Funds purchase and sell exchange traded options on foreign currencies. When a Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability and is subsequently adjusted on a daily basis to the current market price of the option written. Premiums received from writing options that expire unexercised are recognized as gains on the expiration date. Premiums received from writing options that are exercised or are cancelled in closing purchase transactions are offset against the cost of any securities purchased or added to the proceeds or netted against the amount paid on the transaction to determine the realized gain or loss. In writing options, a Fund must assume that the option may be exercised at any time prior to the expiration of its obligation as a writer, and that in such circumstances the net proceeds of the sale (or cost of) purchase of the underlying securities and currencies pursuant to the call or put option may be substantially below or above the prevailing market price. A Fund also has the additional risk of not being able to enter into a closing purchase transaction if a liquid secondary market does not exist and bears the risk of unfavorable changes in the price of the financial instruments underlying the options.

Certain Funds may purchase put options on securities to increase the Fund’s total investment return or to protect its holdings against a substantial decline in market value or fair value, as applicable. The purchase of put options on securities will enable a Fund to preserve, at least partially, unrealized gains in an appreciated security in its Fund without actually selling the security. In addition, the Funds will continue to receive interest or dividend income on the security. The Funds may also purchase call options on securities to protect against substantial increases in prices of securities that Funds intend to purchase pending their ability to invest in an orderly manner in those securities. The Funds may sell put or call options they have previously purchased, which could result in a net gain or loss depending on whether the amount received on the sale is more or less than the premium and other transaction costs paid on the put or call option which was bought.

Futures Contracts, Options on Futures Contracts and Foreign Currency Contracts:

The futures contracts used by the Funds are agreements to buy or sell a financial instrument for a set price in the future. Options on futures contracts used by the Funds are rights to buy, or sell a futures contract for a set price in the future. Certain Funds buy or sell futures contracts for the purpose of protecting their Fund securities against future changes in interest rates and indices which might adversely affect the value of the Funds’ securities or the price of securities that they intend to purchase at a later date. Initial margin deposits are made upon entering into futures contracts and can be in cash, certain money market instruments, treasury securities or other liquid, high grade debt securities. During the period the futures contracts are open, changes in the market price of the contracts are recognized as unrealized gains or losses by “marking-to-market” at the end of each trading day. Variation margin payments on futures contracts are received or made, depending upon whether unrealized gains or losses are incurred. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the proceeds from or cost of the closing transactions and the Fund’s basis in the contract. The Funds enter into futures contracts only on exchanges or boards of trade. The exchange or board of trade acts as the counterparty to each futures transaction; therefore, a Fund’s credit risk is limited to failure of the exchange or board of trade.

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During the six months ended April 30, 2024, certain Funds held forward foreign currency contracts to either gain exposure to certain currencies or enter into an economic hedge against changes in the values of securities held in the Fund that do not qualify for hedge accounting under Accounting Standards Codification (“ASC”) 815. The Statement of Operations for each Fund reflects realized gains or losses, if any, in forward currency transactions and change in unrealized gains or losses in forward foreign currency transactions. Further information on the impact of these positions on the Funds’ financial statements can be found in the Statement of Operations and Portfolio of Investments for each Fund.

The Funds may be exposed to foreign currency risks associated with Fund investments. Certain Funds may purchase foreign currency on a spot (or cash) basis. In addition, certain Funds enter into contracts to purchase or sell foreign currencies at a future date (“forward contracts”). A forward foreign currency contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. Daily fluctuations in the value of such contracts are recognized as unrealized appreciation or depreciation by “marking-to-market”. The gain or loss arising from the difference between the original contracts and the closing of such contracts is included in realized gains or losses from forward foreign currency transactions in the Statements of Operations of the Funds. The Funds may engage in these forward contracts to protect against uncertainty in the level of future rates in connection with the purchase and sale of Fund securities (“transaction hedging”) and to protect the value of specific Fund positions (“position hedging”). The Funds also buy forward foreign currency contracts to gain exposure to currencies.

Swap Agreements:

Changes in market value or fair value, as applicable, if any, are reflected as a component of net changes in unrealized appreciation (depreciation) on the Statements of Operations. Daily changes in valuation of centrally cleared swaps, if any, are recorded as a receivable or payable for the change in value as appropriate (“variation margin”) on the Statements of Assets and Liabilities. Over-the-counter (“OTC”) swap payments received or made at the beginning of the measurement period are reflected as such on the Statements of Assets and Liabilities and represent premiums paid or received upon entering into the swap agreement to compensate for differences between the stated terms of the swap agreement and prevailing market conditions (credit spreads, currency exchange rates, interest rates, and other relevant factors). These upfront premiums are recorded as realized gains or losses on the Statement of Operations upon termination or maturity of the swap. A liquidation payment received or made at the termination of the swap is recorded as realized gain or loss on the Statement of Operations. Net periodic payments received or paid by a Fund are included as part of realized gains or losses on the Statement of Operations.

Total return swap agreements involve commitments where cash flows are exchanged based on the price of an underlying reference and based on a fixed or variable rate. Total return swap agreements may involve commitments to pay interest in exchange for a market-linked return. One counterparty pays out the total return of a specific reference asset, which may include an underlying equity, index, or bond, and in return receives a fixed or variable rate. At the maturity date, a net cash flow is exchanged where the total return is equivalent to the return of the underlying reference less a financing rate, if any. As a receiver, the Fund would receive payments based on any positive total return and would owe payments in the event of a negative total return. As the payer, the Fund would owe payments on any net positive total return, and would receive payment in the event of a negative total return. In connection with total return swap agreements, securities or cash may be identified as collateral or margin in accordance with the terms of the respective swap agreements to provide assets of value and recourse in the event of default or bankruptcy/insolvency.

Interest rate swaps involve the exchange between two parties of payments calculated by reference to specified interest rates (e.g., an exchange of floating rate payments for fixed rate payments). The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index exceeds a predetermined interest rate, to receive payments of interest on a notional principal

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amount from the party selling such interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate floor. Caps and floors may be less liquid than swaps. In addition, the value of interest rate transactions will fluctuate based on changes in interest rates.

Credit default swap agreements involve greater risks than if a Fund had invested in the reference obligation directly since, in addition to general market risks, credit default swaps are subject to illiquidity risk, counterparty risk and credit risk. A Fund will enter into credit default swap agreements only with counterparties that meet certain standards of creditworthiness. A buyer generally also will lose its investment and recover nothing should no credit event occur and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable obligation received by the seller, coupled with the upfront or periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the seller. A Fund’s obligations under a credit default swap agreement will be accrued daily (offset against any amounts owing to the Fund). In connection with credit default swaps in which a Fund is the buyer, the Fund will segregate or “earmark” cash or assets determined to be liquid, or enter into certain offsetting positions, with a value at least equal to the Fund’s exposure (any accrued but unpaid net amounts owed by the Fund to any counterparty), on a marked-to-market basis. In connection with credit default swaps in which a Fund is the seller, the Fund will segregate or “earmark” cash or assets determined to be liquid, or enter into offsetting positions, with a value at least equal to the full notional amount of the swap (minus any amounts owed to the Fund). Such segregation or “earmarking” is intended to ensure that the Fund has assets available to satisfy its obligations with respect to the transaction and limit any potential leveraging of the Fund. Such segregation or “earmarking” will not limit the Fund’s exposure to loss. To the extent that credit default swaps are entered into for hedging purposes or are covered as described above, the Adviser believes such obligations do not constitute “senior securities” under the 1940 Act and, accordingly, will not treat them as being subject to the Fund’s senior security and borrowing restrictions.

A Fund may use inflation-linked swaps to provide inflation protection within its portfolio. These are agreements between counterparties to exchange interest payments based on interest rates over the life of the swap. One cash flow stream will typically be a floating rate payment based upon the Consumer Price Index while the other is a pre-determined fixed interest rate. The use of swaps exposes the Fund to interest rate risk. Swaptions are marked-to-market daily based upon values from third party vendors.

An option on a swap agreement, also called a “swaption,” is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market- based “premium.” A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index. A payer swaption gives the owner the right to pay the total return of a specified asset, reference rate, or index. A purchaser of a swaption risks losing only the amount of the premium they have paid should they decide to let the option expire, whereas the seller of a swaption is subject to the risk that they will become obligated if the option is exercised. Swaptions also include options that allow an existing swap to be terminated or extended by one of the counterparties.

Forward settling transactions:

Certain Funds make contracts to purchase or sell securities for a fixed price at a future date beyond customary settlement time (“forward settling transactions”). Funds may designate the segregation, either on their records or with the Trust’s custodian, of cash or other liquid securities in an amount sufficient to meet the purchase price, or may enter into offsetting contracts for the forward sale of other securities they own. These commitments are reported at market value or fair value, as applicable, in the financial statements. Forward settling transactions may be considered securities in themselves and involve a risk of loss if the value of the security to be purchased declines

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or if the value of the security to be sold increases prior to the settlement date, which is a risk in addition to the risk of decline in the value of the Funds’ other assets. Where such purchases or sales are made through dealers, a Fund relies on the dealer to consummate the sale. The dealer’s failure to do so may result in the loss to a Fund of an advantageous yield or price. Market risk exists on these commitments to the same extent as if the securities were owned on a settled basis and gains and losses are recorded and reported in the same manner. However, during the commitment period, these investments earn no interest or dividends.

Certain Funds may enter into to-be-announced purchase or sale commitments (“TBA transactions”), pursuant to which it agrees to purchase or sell, respectively, mortgage backed securities for a fixed unit price, with payment and delivery at a scheduled future date beyond the customary settlement period for such securities. With TBA transactions, the particular securities to be received or delivered by a Fund are not identified at the trade date; however, the securities must meet specified terms, including issuer, rate, and mortgage term, and be within industry accepted “good delivery” standards. Funds may enter into TBA transactions with the intention of taking possession of or relinquishing the underlying securities, may elect to extend the settlement by “rolling” the transaction, and/or may use TBA transactions to gain or reduce interim exposure to underlying securities. Until settlement, a Fund maintains liquid assets sufficient to settle its commitment to purchase a TBA or, in the case of a sale commitment, a Fund maintains an entitlement to the security to be sold.

Master netting arrangements and collateral:

International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreements”) govern bilateral OTC derivative transactions entered into by the Sub-Advisers on behalf of the Funds with select counterparties. ISDA Master Agreements maintain provisions for general obligations, representations, agreements, collateral posting and events of default or termination. Events of termination include conditions that may entitle counterparties to elect to terminate early and cause settlement of all outstanding transactions under the applicable ISDA Master Agreement. Any election to terminate early could be material to the financial statements. In limited circumstances, the ISDA Master Agreement may contain additional provisions that add counterparty protection beyond coverage of existing daily exposure if the counterparty has a decline in credit quality below a predefined level. These amounts, if any, may be segregated with a third- party custodian. The market value of OTC financial derivative instruments, collateral received or pledged, and net exposure by counterparty as of period end are disclosed in the Portfolio of Investments.

Master Securities Forward Transaction Agreements (“Master Forward Agreements”) govern certain forward settling transactions, such as TBA transactions, delayed-delivery or sale buybacks by and between the Sub-Advisers on behalf of the Funds and select counterparties. The Master Forward Agreements maintain provisions for, among other things, transaction initiation and confirmation, payment and transfer, events of default, termination, and maintenance of collateral. The market value of forward settling transactions, collateral pledged and/or received, and the net exposure by counterparty as of period end is disclosed in the Portfolio of Investments.

ISDA Master Agreements and Master Forward Agreements are intended to reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that is intended to improve legal certainty. Under most ISDA Master Agreements and Master Forward Agreements, collateral is routinely pledged if the total net exposure to certain transactions (net of existing collateral already in place) governed under the relevant master agreement with a counterparty in a given account exceeds a specified threshold, which typically ranges from zero to $250,000 (on a per counterparty basis) depending on the counterparty and the type of master agreement.

Collateral on OTC derivatives and centrally cleared derivatives may be in the form of cash or debt securities issued by the U.S. government or related agencies or foreign governments. Cash pledged as collateral by a Fund is reflected as cash held as collateral at the broker in the

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accompanying financial statements and generally is restricted from withdrawal by the Fund; securities pledged as collateral by a Fund are so noted in the accompanying Portfolio of Investments; both remain in the Fund’s assets. Securities received as collateral by counterparties are not included in the Fund’s assets because the Fund does not obtain effective control over those securities. The obligation to return cash collateral received from counterparties is included as a liability in the accompanying financial statements. Collateral posted or received by the Fund may be held in a segregated account at the respective counterparty or Fund’s custodian.

Securities Lending:

During the six months ended April 30, 2024, certain Funds entered into securities lending transactions. To generate additional income, a Fund may lend its portfolio securities, up to 30% of the market value of the Fund’s total assets, to brokers, dealers, and other financial institutions.

JPMorgan serves as securities lending agent for the securities lending program of the Trust. Securities lending transactions are considered to be overnight and continuous and can be terminated by a Fund or the borrower at any time.

The Funds’ securities lending policies and procedures require that the borrower (i) deliver collateral consisting of cash or U.S. Government securities, equal to at least 102% of the value of the portfolio securities loaned with respect to each new loan of U.S. securities, and equal to at least 105% of the value of the portfolio securities loaned with respect to each new loan of non-U.S. securities; and, for loans of U.S. Treasury securities, collateral equal to the lesser of 102% of the loaned securities’ current market value or 100% of the loaned securities’ par value; (ii) at all times thereafter mark-to-market the collateral on a daily basis so that the market value of such collateral is at least 100% of the value of securities loaned. Cash collateral received is permitted to be invested in short-term, highly liquid investments, such as government money market funds and repurchase agreements, and shown in the Portfolio of Investments and included in calculating the Fund’s total assets. U.S. Government securities received as collateral, if any, are held in safekeeping by JPMorgan and cannot be sold or repledged by the Fund and accordingly are not reflected in the Fund’s total assets. For additional information on the non-cash collateral received, please refer to note (xx) in the Portfolio of Investments. Certain of the securities on loan may have been sold prior to the close of the reporting period and are included in Receivables for Securities Sold on the Statements of Assets and Liabilities.

The Funds receive payments from the lending agent equivalent to any dividends and/or interest that would have been earned on the securities loaned while simultaneously seeking to earn income on the investment of cash collateral. Securities lending income includes any fees charged to borrowers less expenses associated with the loan. Income from the securities lending program is recorded when earned from the lending agent and reflected in the Statements of Operations under “Securities lending (net).” The Funds may invest cash collateral in government money market funds or repurchase agreements as indicated on the Portfolio of Investments, and record a liability in the Statements of Assets and Liabilities for the return of the collateral, during the period the securities are on loan. Such liabilities, if any, are reflected in the Statements of Assets and Liabilities under “Payable for return of collateral on securities loaned”. There may be risks of delay or restrictions in recovery of the securities or disposal of collateral should the borrower of the securities fail financially. Loans are made, however, only to borrowers deemed by the lending agent to be of good standing and creditworthy and approved by EIM. Loans are subject to termination by a Fund or the borrower at any time, and, therefore, are not considered to be illiquid investments. The lending agent receives a fee based on a percentage of earnings derived from the investment of cash collateral. The Funds receive 90% of the net earnings from the securities lending program up to $45 million of aggregate earnings across all Funds within a calendar year and 92% thereafter.

The Securities Lending Agreement between the Trust and JPMorgan provides that in the event of a default by a borrower with respect to any loan, a Fund may terminate the loan and JPMorgan will exercise any and all remedies provided under the applicable borrower agreement to make the

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Fund whole. These remedies include purchasing replacement securities by applying the collateral held from the defaulting borrower against the purchase cost of the replacement securities. If, despite such efforts by JPMorgan to exercise these remedies, the Fund sustains losses as a result of a borrower’s default, JPMorgan indemnifies the Fund by purchasing replacement securities at JPMorgan’s expense, or paying the Fund an amount equal to the market value of the replacement securities, subject to certain limitations which are set forth in detail in the Securities Lending Agreement between the Fund and JPMorgan.

At April 30, 2024, the Securities Lending Agreement does not permit the Fund to enforce a netting arrangement.

Market, Credit and Other Risk:

A Fund’s investments in financial instruments expose the Fund to various risks such as, but not limited to, market, interest rate, foreign currency, foreign securities, forward settling transactions, equity, and credit risks.

The market values of a Fund’s investments may decline due to factors that are specifically related to a particular company or issuer, as well as general market conditions, such as real or perceived adverse economic or political conditions, changes in the general outlook for corporate earnings, inflation rates and/or investor expectations concerning such rates, changes in interest rates or currency rates, recessions or adverse investor sentiment generally. The market values of a Fund’s investments may also decline due to factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. During a general downturn in the securities markets, multiple asset classes may decline in value simultaneously. Even when markets perform well, there is no assurance that the investments held by a Fund will increase in value along with the broader market. World markets, or those in a particular region, may all react in similar fashion to important economic, political or other developments. Events such as environmental, natural or man-made disasters or other catastrophes, public health crises (such as epidemics and pandemics), social unrest, supply chain disruptions, widespread and prolonged power outages, and cybersecurity incidents, and governments’ reactions (or failure to react) to such events, could cause uncertainty in the markets and may adversely affect the performance of the global economy. Geopolitical and other events, including acts of terrorism, tensions, war or other open conflicts between nations, or political or economic dysfunction within some nations that are global economic powers or major producers of oil, may lead to overall instability in world economies and markets generally and have led, and may in the future lead, to increased market volatility and may have adverse long- term effects. Impacts from climate change may include significant risks to global financial assets and economic growth.

Changes in government or central bank policies, changes to regulations involving the securities markets, and political, diplomatic and other events within the United States and abroad may affect investor and consumer confidence and may increase uncertainty in or impair the operation of the U.S. or other securities markets, perhaps suddenly and to a significant degree. High public debt in the United States and other countries creates ongoing systemic and market risks and policymaking uncertainty, and may negatively affect economic conditions and the value of market, sectors, or companies in which a Portfolio invests.

Changes in interest rates may affect the yield, liquidity and value of investments in income producing or debt securities. Changes in interest rates also may affect the value of other securities. When interest rates rise, the value of a Fund’s debt securities generally declines. Conversely, when interest rates decline, the value of a Fund’s debt securities generally rises. Typically, the longer the maturity (i.e., the term of a debt security) or duration (i.e., a measure of the sensitivity of a debt security to changes in market interest rates, based on the entire cash flow associated with the security) of a debt security, the greater the effect a change in interest rates could have on the security’s price. Thus, the sensitivity of a Fund’s debt securities to interest rate risk will increase the greater the duration of those securities. Changes in government or central bank monetary policy may have a substantial and immediate impact on interest rates, which could result in losses to a Fund.

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Due to concerns regarding recent high inflation in many sectors of the U.S. and global economies, the U.S. Federal Reserve and many foreign central banks and monetary authorities raised interest rates and implemented other policy initiatives in an effort to control inflation, and they may continue to do so. It is difficult to predict the timing, frequency, magnitude or direction of further interest rate changes, and the evaluation of macro-economic and other conditions or events could cause a change in approach in the future. Fixed-income and related markets may continue to experience heightened levels of interest rate volatility. Inflation risk is the uncertainty over the future real value (after inflation) of an investment. A Fund’s investments may not keep pace with inflation, and the value of an investment in a Fund may be eroded over time by inflation. Changes in government or central bank policies could negatively affect the value and liquidity of a Fund’s investments and cause it to lose money, and there can be no assurance that the initiatives undertaken by governments and central banks will be successful.

Prior to June 30, 2023, many debt securities, derivatives and other financial instruments, including some of the Portfolios’ investments, utilized the London Interbank Offered Rate (“LIBOR”) as the reference or benchmark rate for variable interest rate calculations; however, LIBOR settings for all maturities and currencies ceased to be published on a representative basis after June 30, 2023. The Secured Overnight Financing Rate (“SOFR”) has been selected by a committee established by the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of New York to replace LIBOR as a reference or benchmark rate in the United States. Bank working groups and regulators in other countries have suggested other alternatives for their respective markets. However, there are risks associated with using a new reference or benchmark rate with respect to existing or new investments and transactions. The SOFR or other alternative reference or benchmark rate may be an ineffective substitute with respect to an existing or new investment or transaction, resulting in prolonged adverse market conditions for a Fund, which could negatively affect a Fund’s performance and/or net asset value.

If a Fund invests directly in foreign currencies or in securities that trade in, and receive revenues in, foreign currencies, or in financial derivatives that provide exposure to foreign currencies, it will be subject to the risk that those currencies will decline in value relative to the base currency of the Fund, or, in the case of hedging positions, that the Fund’s base currency will decline in value relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. As a result, a Fund’s investments in foreign currency denominated securities may reduce the Fund’s returns. The Funds are subject to off-balance sheet risk to the extent of the value of the contracts for purchase of foreign currency and in an unlimited amount for sales of foreign currency.

Foreign (non-U.S.) securities in this report are classified by the country of risk of a holding. Investments in foreign securities, including depositary receipts, involve risks not associated with investment in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision and regulation than U.S. markets. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values, and it may take more time to clear and settle trades involving foreign securities. In addition, foreign operations or holding can involve risks relating to conditions in foreign countries.

Tensions, war, or other open conflicts between nations, such as between Russia and Ukraine, in the Middle East, and in eastern Asia, the resulting responses by the United States and other countries, and the potential for wider conflict have had, and could continue to have, severe adverse effects on regional and global economies and could further increase volatility and uncertainty in the financial markets. The extent and duration of ongoing hostilities or military actions and the repercussions of such actions are impossible to predict. These events have resulted in, and could continue to result in, significant market disruptions, including in certain industries or sectors such as

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the oil and natural gas markets, and may further strain global supply chains and negatively affect inflation and global growth. The resulting adverse market conditions could be prolonged. These and any related events could significantly impact a Fund’s performance and the value of an investment in a Fund, whether or not the Fund invests in securities of issuers located in or with significant exposure to the countries or regions directly affected.

Forward settling transactions and forward foreign currency contracts involve elements of both market and credit risk in excess of the amounts reflected in the Statements of Assets and Liabilities. They are executed directly with the counterparty and not through an exchange and can be terminated only by agreement of both parties to such contracts. With respect to such transactions there is no daily margin settlement. There is also the risk that the security will not be issued or that the other party to the transaction will not meet its obligations. If this occurs, a Fund may lose both the investment opportunity for its assets if set aside to pay for the security and any gain in the security. The use of forward settling transaction may result in market risk to the Funds that is greater than if the Funds had engaged solely in transactions that settle in the customary time.

Should interest rates or indices move unexpectedly, the Fund may not achieve the anticipated benefits of the futures contracts and may incur a loss. The use of futures contracts involves the risk of imperfect correlation in movements in the price of futures contracts, interest rates and the underlying hedged assets. Use of long futures contracts subjects the Funds to risk of loss in excess of the amounts shown on the Statements of Assets and Liabilities, up to the notional value of the futures contracts. Use of short futures contracts subjects the Funds to unlimited risk of loss.

Equity securities and equity related investments generally have greater market price volatility than fixed income securities, although under certain market conditions fixed income securities may have comparable or greater price volatility. In addition, common stock prices may be particularly sensitive to rising interest rates, which increase borrowing costs and the costs of capital.

A Fund will be exposed to credit risk to parties with whom it trades and will also bear the risk of settlement default. A Fund is subject to the risk that the issuer or guarantor of a fixed income security, or the counterparty to a transaction, is unable or unwilling, or is perceived as unable or unwilling, to make timely interest or principal payments or otherwise honor its obligations, which may cause the Fund’s holding to lose value. The downgrade of a security’s credit rating may decrease its value. Lower credit quality also may lead to greater volatility in the price of a security and may negatively affect a security’s liquidity. The credit quality of a security can deteriorate suddenly and rapidly.

Certain Funds may invest in below investment grade high-yield securities (commonly known as “junk bonds”). These securities are considered to be high risk investments. Securities rated below investment grade are speculative in nature, involve greater risk of default by the issuing entity and may be subject to greater market fluctuations than higher rated fixed income securities because such securities are generally unsecured and subordinated to other creditors’ claims. The retail secondary market for these “junk bonds” may be less liquid than that of higher rated securities and adverse economic conditions could make it difficult to sell certain securities or could result in lower prices than those used in calculating the Fund’s NAV.

Because certain Funds invest in affiliated mutual funds, unaffiliated mutual funds and ETFs, the Funds indirectly pay a portion of the expenses incurred by the underlying funds and ETFs. As a result, the cost of investing in the Funds may be higher than the cost of investing in a Fund that invests directly in individual securities and financial instruments. The Funds are also subject to certain risks related to the underlying funds’ and ETFs’ investments in securities and financial instruments (such as fixed income securities, including high yield, asset-backed and mortgage-related securities, equity securities, foreign and emerging markets securities, commodities and real estate securities) and the ability of the Fund to meet its investment objective will directly depend on the ability of the underlying fund or ETF to meet its investment objective. With respect to the Fund’s investments in ETFs, there is also the risk that an ETF’s performance may not match that of the relevant index. It is

144

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April 30, 2024 (Unaudited)

also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of the Fund’s investments in the ETF could be substantially and adversely affected. The extent to which the investment performance and risks associated with the Fund correlate to those of a particular underlying fund or ETF will depend upon the extent to which the Fund’s assets are allocated from time to time for investment in the underlying fund or ETF, which will vary.

Offsetting Assets and Liabilities:

The Funds may be subject to various netting arrangements with select counterparties (“Master Agreements”). Master Agreements govern the terms of certain transactions, and are intended to reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that is intended to improve legal certainty. As the Master Agreements are specific to unique operations of different asset types; they allow a Fund to close out and net its total exposure to counterparty in the event of a default with respect to all the transactions governed under a single Master Agreement with a counterparty. For financial reporting purposes the Statement of Assets and Liabilities generally show derivative assets and liabilities on a gross basis, which reflects the full risks and exposures prior to netting.

Note 2 Agreements

The Trust, on behalf of each Fund, has entered into an investment advisory agreement (the “Advisory Agreement”) with the Adviser which provides that the Adviser is responsible for (i) providing a continuous investment program for the Funds; (ii) monitoring the implementation of the investment program for each Fund; (iii) assessing the investment objectives and policies, composition, investment style and investment process for each Fund; (iv) effecting transactions for each Fund and selecting brokers or dealers to execute such transactions; (v) developing and evaluating strategic initiatives with respect to the Funds; (vi) making recommendations to the Board regarding the investment programs of the Funds, including any changes to the investment objectives and policies of a Fund; (vii) coordinating and/or implementing strategic initiatives approved by the Board; and (viii) preparing and providing reports to the Board on the impact of such strategic initiatives. The Adviser is paid a fee for these services. The fee is accrued daily and paid monthly based on the Fund’s average daily net assets, at an annual rate of:

Funds:	Investment Advisory Fees
1290 Avantis® U.S. Large Cap Growth* (formerly, 1290 Retirement 2060)	0.500% of average daily net assets
1290 Retirement 2020	0.500% of average daily net assets
1290 Retirement 2025	0.500% of average daily net assets
1290 Retirement 2030	0.500% of average daily net assets
1290 Retirement 2035	0.500% of average daily net assets
1290 Retirement 2040	0.500% of average daily net assets
1290 Retirement 2045	0.500% of average daily net assets
1290 Retirement 2050	0.500% of average daily net assets
1290 Retirement 2055	0.500% of average daily net assets

	(as a percentage of average daily net assets)
Funds:	First $1 Billion			Next $1 Billion			Next $3 Billion			Next $5 Billion			Thereafter
1290 Essex Small Cap Growth		0.750	%		0.700	%		0.675	%		0.650	%		0.625	%
1290 GAMCO Small/Mid Cap Value		0.750			0.700			0.675			0.650			0.625
1290 Loomis Sayles Multi-Asset Income		0.650			0.600			0.575			0.550			0.525
1290 SmartBeta Equity		0.700			0.650			0.625			0.600			0.575

145

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NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2024 (Unaudited)

	(as a percentage of average daily net assets)
Fund:	First $4 Billion			Next $4 Billion			Next $2 Billion			Thereafter
1290 Multi-Alternative Strategies		0.500	%		0.490	%		0.480	%		0.470	%

	(as a percentage of average daily net assets)
Funds:	First $4 Billion			Next $4 Billion			Thereafter
1290 Diversified Bond		0.600	%		0.580	%		0.560	%
1290 High Yield Bond		0.600			0.580			0.560

On behalf of the Trust, the Adviser has entered into an investment sub-advisory agreement (“Sub-Advisory Agreements”) with each of the Sub-Advisers. Each of the Sub-Advisory Agreements obligates the Sub-Advisers for the respective Funds to: (i) continuously furnish investment programs for the Funds; (ii) place all orders for the purchase and sale of investments for the Funds with brokers or dealers selected by the Adviser or the respective Sub-Advisers; and (iii) perform certain limited related administrative functions in connection therewith. The Adviser pays the expenses of providing investment sub-advisory services to the Funds, including the fees of the Sub-Advisers of each Fund.

For administrative services, each Fund pays the Administrator an asset-based administration fee of 0.15% of the average daily net assets of the Fund. The asset-based administration fee is calculated and billed monthly, and subject to an annual minimum of $30,000 per Fund or $30,000 for each allocated portion (or sleeve) of a Fund, as applicable. The Administrator has contracted with the Sub-Administrator to provide, pursuant to a sub-administration agreement, the Funds with certain administrative services, including monitoring of Fund compliance and Fund accounting services.

The Trust, on behalf of the Funds, has entered into a distribution agreement (the “Distribution Agreement”) with ALPS Distributors, Inc. (“ALPS” or the “Distributor”), under which ALPS serves as Distributor for each Fund’s Class A, Class I, Class R and Class T shares. The Board has approved Distribution Plans pursuant to Rule 12b-1 under the 1940 Act for Class A, Class R and Class T shares for each Fund. Pursuant to the Distribution Plans, the Funds will pay the Distributor annual fees at the following rates:

Share Class:	Distribution Fee and/or Service Fee (as a % of average daily net assets attributable to the class)
Class A		0.25	%
Class R		0.50
Class T*		0.25

* The Distribution Fees for Class T shares are currently being waived. This waiver is voluntary and could be eliminated at any time at the discretion of the Distributor. The amounts waived for the period ended April 30, 2024 are included in Waiver from distributor on the Statement of Operations for each Fund and are not eligible for recoupment.

The Trust, on behalf of the Funds, has entered into a transfer agency and service agreement (the “Transfer Agency Agreement”) with SS&C GIDS, Inc. (“Transfer Agent”). Pursuant to the Transfer Agency Agreement, the Transfer Agent is responsible for, among other things, the issuance, transfer and redemption of shares, the opening and maintenance of shareholder accounts, the handling of certain communications between shareholders and the Trust, and the payment of dividends and distributions payable by the Funds. Under the Transfer Agency Agreement, the Transfer Agent receives a monthly fee comprised of a fixed base fee plus a fee computed on the basis of the number of shareholder accounts it maintains for the Trust during the month.

146

1290 FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2024 (Unaudited)

The Trust, on behalf of the Funds, has entered into a custody agreement (the “Custody Agreement”) with JPMorgan Chase Bank, N.A. (in this capacity, the “Custodian”). The Custody Agreement provides for an annual fee based on the amount of assets under custody plus transaction charges. The Custodian serves as custodian of the Trust’s Fund securities and other assets. Under the terms of the Custody Agreement between the Trust and the Custodian, the Custodian maintains and deposits in each Fund’s account, cash, securities and other assets of the Funds. The Custodian is also required, upon the order of the Trust, to deliver securities held by the Custodian, and to make payments for securities purchased by the Trust. The Custodian has also entered into sub-custodian agreements with a number of foreign banks and clearing agencies, pursuant to which Fund securities purchased outside the United States are maintained in the custody of these entities. As of April 30, 2024, certain of the Funds maintain significant cash balances with the Custodian or its affiliates. These balances are presented as cash on each Fund’s Statement of Assets and Liabilities.

The Adviser has contractually agreed to limit the expenses of certain Funds (exclusive of taxes, interest, brokerage commissions, dividend and interest expenses on securities sold short, capitalized expenses (other than offering costs), fees and expenses of other investment companies in which a Fund invests (except as noted in the table below), 12b-1 fees and extraordinary expenses not incurred in the ordinary course of such Fund’s business) through April 30, 2025 (unless the Board consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”), pursuant to which the Adviser has agreed to make payments or waive or limit its fees so that the total annual operating expenses do not exceed the following annual rates:

Funds:	Total Expense Limited For All Share Classes to (% of daily net assets)
1290 Avantis® U.S. Large Cap Growth* (formerly, 1290 Retirement 2060)		0.65	%
1290 Diversified Bond		0.50
1290 Essex Small Cap Growth		0.88
1290 GAMCO Small/Mid Cap Value*		0.95
1290 High Yield Bond		0.75
1290 Loomis Sayles Multi-Asset Income		0.80
1290 Multi-Alternative Strategies		0.85
1290 Retirement 2020*		0.65
1290 Retirement 2025*		0.65
1290 Retirement 2030*		0.65
1290 Retirement 2035*		0.65
1290 Retirement 2040*		0.65
1290 Retirement 2045*		0.65
1290 Retirement 2050*		0.65
1290 Retirement 2055*		0.65
1290 SmartBeta Equity		0.85

* Includes fees and expenses of other investment companies in which the Fund invests.

The Adviser first waives its advisory fees, then waives its administration fees, and then reimburses the Fund’s expenses out of its own resources. Each Fund may at a later date reimburse to the Adviser the amount of any such payments or waivers provided that the payments or waivers are reimbursed within three years of the payments or waivers being recorded and the Fund’s expense ratio, after the reimbursement is taken into account, does not exceed the Fund’s expense cap at the time of the waiver or the Fund’s expense cap at the time of the reimbursement, whichever is lower. Consequently, no reimbursement by a Fund will be made unless the Fund’s total annual expense ratio is less than the respective percentages stated above for the respective period. Any reimbursement, called recoupment fees on the Statement of Operations of the Fund, will be based on the earliest fees waived or assumed by the Adviser. During the six months ended April 30, 2024,

147

1290 FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2024 (Unaudited)

the Funds did not incur recoupment fees and as of April 30, 2024, no commitment or contingent liability is expected. At April 30, 2024, under the Expense Limitation Agreement, the amount that would be recoverable from each Fund is as follows:

	Amount Eligible Through								Total Eligible For Reimbursement
Funds:	2024		2025		2026		2027
1290 Avantis® U.S. Large Cap Growth (formerly, 1290 Retirement 2060)	$	73,966	$	124,402	$	129,096	$	67,418	$	394,882
1290 Diversified Bond		1,530,105		3,005,779		3,030,013		1,331,771		8,897,667
1290 Essex Small Cap Growth		—		202,116		412,087		115,365		729,568
1290 GAMCO Small/Mid Cap Value		123,648		393,763		411,133		172,820		1,101,364
1290 High Yield Bond		117,248		280,965		299,929		134,633		832,775
1290 Loomis Sayles Multi-Asset Income		78,729		302,294		282,902		131,562		795,487
1290 Multi-Alternative Strategies		39,896		110,420		122,841		52,347		325,504
1290 Retirement 2020		71,253		126,767		126,214		51,842		376,076
1290 Retirement 2025		72,944		137,099		133,596		60,440		404,079
1290 Retirement 2030		72,611		125,762		127,176		54,592		380,141
1290 Retirement 2035		71,736		130,199		129,923		57,054		388,912
1290 Retirement 2040		72,365		123,023		126,010		52,019		373,417
1290 Retirement 2045		73,440		126,549		127,739		54,330		382,058
1290 Retirement 2050		72,748		123,486		127,733		54,046		378,013
1290 Retirement 2055		73,180		123,400		126,530		51,171		374,281
1290 SmartBeta Equity		205,221		475,250		556,893		254,683		1,492,047

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Trust enters into contracts with vendors and others that provide for general indemnifications. A Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund. However, based on experience, the Trust and management expect the risk of loss to be remote.

Note 3 Sales Charges

The Distributor receives sales charges on the Funds’ Class A and Class T shares and the proceeds of contingent deferred sales charges paid by the investor in connection with certain redemptions of the Funds’ Class A shares. The Distributor has advised the Funds that for the six months ended April 30, 2024, the proceeds retained from sales and redemptions are as follows:

Sales loads and contingent deferred sales charges imposed on purchases and redemptions of Fund shares are retained by the Trust’s Distributors and do not represent expenses or income of the Funds.

	Class A				Class T
Funds:	Front End Sales Charge		Contingent Deferred Sales Charge		Front End Sales Charge
1290 Diversified Bond	$	20,457	$	—	$	—
1290 Essex Small Cap Growth		57		—		—
1290 GAMCO Small/Mid Cap Value		10,546		—		—
1290 High Yield Bond		5,846		—		—
1290 Loomis Sayles Multi-Asset Income		19,931		—		—
1290 Multi-Alternative Strategies		30		—		—
1290 SmartBeta Equity		17,631		—		—

148

1290 FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2024 (Unaudited)

Note 4 Compensation of Officers

Each officer of the Trust is an employee of Equitable Financial, EIM and/or Equitable Distributors, LLC. No officer of the Trust, other than the Chief Compliance Officer, receives compensation paid by the Trust. During the six months ended April 30, 2024, the two trusts in the fund complex reimbursed EIM and EIMG for $290,000 of the Chief Compliance Officer’s compensation, including $2,319 reimbursed by the Trust.

Note 5 Percentage of Ownership by Affiliates

At April 30, 2024, EIMG and Equitable Financial held investments in each of the Funds as follows:

Funds:	Percentage of Ownership
1290 Avantis® U.S. Large Cap Growth (formerly, 1290 Retirement 2060)		54	%
1290 Essex Small Cap Growth		19
1290 GAMCO Small/ Mid Cap Value		17
1290 High Yield Bond		8
1290 Loomis Sayles Multi-Asset Income		68
1290 Multi-Alternative Strategies		62
1290 Retirement 2020		100
1290 Retirement 2025		98
1290 Retirement 2030		99
1290 Retirement 2035		99
1290 Retirement 2040		99
1290 Retirement 2045		98
1290 Retirement 2050		99
1290 Retirement 2055		100

Shares of 1290 Avantis^® U.S. Large Cap Growth, 1290 Diversified Bond, 1290 Essex Small Cap Growth, 1290 GAMCO Small/Mid Cap Value, 1290 High Yield Bond and 1290 SmartBeta Equity Funds may be held as an underlying investment by certain series of the EQ Advisors Trust. The following table shows the percentage of ownership of the net assets of each Fund by a series of EQ Advisors Trust as of April 30, 2024.

Portfolios:	1290 Avantis® U.S. Large Cap Growth (formerly, 1290 Retirement 2060)			1290 Diversified Bond			1290 Essex Small Cap Growth			1290 GAMCO Small/Mid Cap Value			1290 High Yield Bond			1290 SmartBeta Equity
EQ/All Asset Growth Allocation		5.46	%		1.24	%		—	%		—	%		—	%		—	%
EQ/Conservative Allocation		0.82			4.89			—			—			—			—
EQ/Conservative-Plus Allocation		0.86			4.30			—			—			—			—
EQ/Moderate Allocation		5.61			22.75			—			—			—			—
EQ/Moderate-Plus Allocation		6.11			17.24			—			—			—			—
EQ/Aggressive Allocation		4.30			2.32			—			—			—			—
Equitable Conservative Growth MF/ETF		1.34			4.00			4.57			2.43			9.79			3.88
Equitable Growth MF/ETF		0.48			0.08			2.85			1.51			1.73			3.35
Equitable Moderate Growth MF/ETF		0.30			0.55			1.96			1.03			1.57			1.90
Target 2015 Allocation		—			0.62			—			—			—			—
Target 2025 Allocation		—			1.72			—			—			—			—
Target 2035 Allocation		—			1.46			—			—			—			—
Target 2045 Allocation		—			0.90			—			—			—			—
Target 2055 Allocation		—			0.16			—			—			—			—

149

1290 FUNDS

NOTES TO FINANCIAL STATEMENTS (Concluded)

April 30, 2024 (Unaudited)

Note 6 Subsequent Events

The Adviser evaluated subsequent events from April 30, 2024, the date of these financial statements, through the date these financial statements were issued. There are no subsequent events that require recognition or disclosure in the financial statements.

150

CONTROL PERSON AND PRINCIPAL HOLDERS OF SECURITIES (UNAUDITED)

Equitable Investment Management Group, LLC, a wholly-owned subsidiary of Equitable Financial Life Insurance Company, may be deemed to be a control person with respect to the 1290 Funds by virtue of its ownership of a substantial majority of the 1290 Funds’ shares. Shareholders owning more than 25% of the outstanding shares of a Fund may be able to determine the outcome of most issues that are submitted to shareholders for a vote.

PROXY VOTING POLICIES AND PROCEDURES (UNAUDITED)

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling a toll-free number at 1-888-310-0416 and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov. Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (i) on the Trust’s website at www.1290Funds.com and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.

QUARTERLY PORTFOLIO HOLDINGS INFORMATION (UNAUDITED)

The Funds file their complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Funds’ Form N-PORT filings are available on the Securities and Exchange Commission’s website at http://www.sec.gov.

151

Visit the Funds’ Website: 1290Funds.com  

Must be accompanied or preceded by a Prospectus. 1290 Funds are distributed by ALPS Distributors, Inc. DFIN#840254 1290SAR043024

^© 2024 Equitable Holdings, Inc. All rights reserved.

1345 Avenue of the Americas, New York, NY 10105.

Equitable Financial Life Insurance Company

Item 1(b):
Not Applicable
Item 2.	Code of Ethics.
Not required.
Item 3.	Audit Committee Financial Expert.
Not required.
Item 4.	Principal Accountant Fees and Services.
Not required.
Item 5.	Audit Committee of Listed Registrants.
Not applicable
Item 6.	Schedule of Investments.
The Schedule of Investments is included as part of the Semi-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.
Item 8.	Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9.	Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10	Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.
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 Investment Company Act of 1940, as amended (“1940 Act”) are effective as of a date within 90 days prior to the filing date of this report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act.

(b)	The registrant’s certifying officers are not aware of any change 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 has materially affected, or is 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.
Item 13.	Exhibits.
(a)(1)	Not applicable for the reporting period.
(a)(2)	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed herewith.
(b)	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.

1290 FUNDS

By:	/s/ Steven M. Joenk
	Steven M. Joenk
	Chief Executive Officer
	July 1, 2024

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

By:	/s/ Steven M. Joenk
	Steven M. Joenk
	Chief Executive Officer
	July 1, 2024

By:	/s/ Brian E. Walsh
	Brian E. Walsh
	Chief Financial Officer
	July 1, 2024

EX-99.CERT

Exhibit (a)(2)

I, Steven M. Joenk, certify that:

1. I have reviewed this report on Form N-CSR of 1290 Funds;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 1, 2024	/s/ Steven M. Joenk
	Steven M. Joenk
	Chief Executive Officer

I, Brian E. Walsh, certify that:

1. I have reviewed this report on Form N-CSR of 1290 Funds;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 1, 2024	/s/ Brian E. Walsh
	Brian E. Walsh
	Chief Financial Officer

EX-99.906CERT

Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Report on Form N-CSR for 1290 Funds (the “Registrant”), the undersigned hereby certifies, to the best of his knowledge, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: July 1, 2024	/s/ Steven M. Joenk
	Steven M. Joenk
	Chief Executive Officer

In connection with the Report on Form N-CSR for 1290 Funds (the “Registrant”), the undersigned hereby certifies, to the best of his knowledge, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: July 1, 2024	/s/ Brian E. Walsh
	Brian E. Walsh
	Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to 1290 Funds and will be retained by 1290 Funds and furnished to the Securities and Exchange Commission or its staff upon request.