N-CSR 1 m3sixty-ncsr_063018.htm CERTIFIED ANNUAL SHAREHOLDER REPORT m3sixty-ncsr_063018
 

 

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 811-23089

 

 

M3Sixty Funds Trust

(Exact name of registrant as specified in charter)

 

 

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

 

 

The Corporation Trust Company

Corporation Trust Center

1209 Orange St.

Wilmington, DE 19801

(Name and address of agent for service)

 

With Copies To:

John H. Lively

Practus, LLP

11300 Tomahawk Creek Parkway, Suite 310

Leawood, KS 66211

 

 

Registrant's telephone number, including area code: 888-553-4233

 

 

Date of fiscal year end: 06/30/2018

 

 

Date of reporting period: 06/30/2018

 

 

   
 
ITEM 1.REPORTS TO SHAREHOLDERS

 

The Annual report to Shareholders of the Cognios Large Cap Value Fund, Cognios Large Cap Growth Fund and Cognios Market Neutral Fund, each a series of the M3Sixty Funds Trust (the “registrant”), for the period ended June 30, 2018 pursuant to Rule 30e-1 under the Investment Company Act of 1940 (the “1940 Act”), as amended (17 CFR 270.30e-1) is filed herewith.

 

COGNIOS LARGE CAP VALUE FUND

Investor Class COGVX

Institutional Class COGLX

COGNIOS LARGE CAP GROWTH FUND

Investor Class COGGX

Institutional Class COGEX

COGNIOS MARKET NEUTRAL LARGE CAP FUND

Investor Class COGMX

Institutional Class COGIX

ANNUAL

JUNE 30, 2018

Cognios Funds

Shareholder LetterJune 30, 2018 (Unaudited)

 

Annual Report | June 30, 20181

Dear Shareholder,

Thank you for investing in the Cognios Market Neutral Large Cap Fund (“the Market Neutral Fund”) and/or Cognios Large Cap Growth Fund (“the Growth Fund”) and/or the Cognios Large Cap Value Fund (“the Value Fund”), and for taking the time to review the Annual Report for the year ended June 30, 2018 period. We appreciate this opportunity to offer insight into the funds’ investment strategies and to offer commentary on performance and evolving global market conditions.

The Value Fund

Market Commentary

Total Return Performance

June 30, 2017 – June 30, 2018

S&P 500

Russell 1000

Russell 1000 Growth

Russell 1000 Value

HFRX EH: Equity
Market Neutral

14.37%

14.54%

22.51%

6.77%

1.22%

As the table indicates, returns for large capitalization indices have been robust over the past year, especially for growth-oriented companies. On a year-to-date(“YTD”) basis (January 2018- June 30, 2018), there has been a meaningful return divergence between the Russell 1000 Growth Index and the Russell 1000 Value Index. As of June 30, 2018, as the Russell 1000 Growth Index has gained 7.25% YTD on total return basis while the Russell 1000 Value Index has declined 1.69% YTD. The HFRX EH: Equity Market Neutral Index gained 1.22% for the twelve months ended June 30, 2018. Hedged strategies typically underperform long-only indices in periods of strong equity market performance.

The strong returns in the equity markets were accompanied by a return of strong earnings growth in the past year. This welcome development was due to tax reform that materially lowered corporate tax rates and faster economic growth. Even with the stellar earnings growth, market valuation multiples remain at elevated levels. Interest rates have risen and continue to rise, and the Federal Reserve is now removing excess liquidity through quantitative tightening. The duration of this bull market is becoming a warning sign. We define a bull market as a period when the S&P 500 never falls over 20% from its all-time high. The current bull market began at the market bottom on March 9, 2009 and is now the second longest in history (and very close to becoming the longest). The combination of elevated valuations, rising interest rates and the simple duration of the current bull market makes us skeptical that the S&P 500 can achieve sustained annual returns above its historical average for the next several years to come.

The macroeconomic view that we developed here at Cognios is based on what we consider to be a straightforward model of market behavior over time. This model is based on the belief that corporate profits, market multiples, and interest rates drive stock price returns over very long periods of time. However, this is not to say that a market correction or crash will occur in the near future. John Maynard Keynes famously said, “Markets can remain irrational longer than you can remain solvent.” That said, should an adverse market event occur, we believe both our growth and value strategies are well positioned to mitigate volatility relative to their respective benchmarks.

Cognios Funds

Shareholder Letter (continued)June 30, 2018 (Unaudited)

 

2www.cogniosfunds.com

Performance Commentary

The Value Fund invests in high quality companies that trade at attractive valuations relative to the broader market. We utilize our proprietary ROTA/ROME® investment selection and portfolio construction methodology to execute this strategy. ROTA/ROME® focuses on a company’s Return on Tangible Assets (“ROTA”) and Return on Market Value of Equity (“ROME”) in order to identify companies whose per share intrinsic value has diverged significantly from the current market price of its stock. We believe that companies that exhibit sustainable long-term high ROTA are higher quality companies that most likely have a competitive advantage within the marketplace. ROME is a measure of profit yield, and like a yield on a bond, the higher the ROME, the more likely that shares in the company can be purchased at a better valuation compared to a company with a lower ROME.

During the fiscal year ended June 30, 2018, the total return for the Institutional Class Shares (COGVX) was 13.87% and the total return for the Investor Class Shares (COGLX) was 13.58% outperforming the Russell 1000 Value Index by 7.10% (COGVX) and underperforming the S&P 500 by 0.50% (COGVX). Over the course of the fiscal last year, the Value Fund maintained investment positions in 153 positions. Of those investment positions, 111 were profitable resulting in a .725 batting average. The tables below display the sector contribution to gross profit as well as the top five positions that contributed to gross profit:

Sector Contribution to Gross Profit of the Value Fund

Industry Sector:

Contribution to
Gross Profit

Consumer Discretionary

32.8%

Industrials

30.1%

Information Technology

26.6%

Utilities

6.8%

Healthcare

4.8%

Materials

2.0%

Energy

1.7%

Real Estate

1.3%

Financials

0.2%

Telecommunication Services

-1.1%

Consumer Staples

-5.1%

Total

100.0%

Top 5 Investment Positions by Contribution to Gross Profit

Ticker

Company

Contribution to
Gross Profit

KORS

Michael Kors Holdings Ltd.

10.4%

VRSN

Verisign Inc.

8.2%

RTN

Raytheon Company

8.2%

LLL

L3 Technologies Inc.

5.9%

CHRW

C.H. Robinson Worldwide Inc.

4.2%

Total

36.8%

Cognios Funds

Shareholder Letter (continued)June 30, 2018 (Unaudited)

 

Annual Report | June 30, 20183

The Growth Fund

The Growth Fund invests in companies that have accelerating revenue and earnings growth by combining proven quantitative and traditional investment practices into a rigorous framework that allows for highly systematic and adaptable alpha capture. Our investment process is focused on building a robust and tempered investment portfolio that may be comprised of traditional growth stocks or stocks that fall outside of the classic growth stock classification but are currently exhibiting growth characteristics. This allows us the flexibility to navigate all market environments, regardless of whether or not a particular style is in favor.

During the fiscal year ended June 30, 2018, the total return for the Institutional Class Shares (COGEX) was 26.84% and the total return for the Investor Class Shares (COGGX) was 26.50% outperforming both the Russell 1000 and Russell 1000 Growth Indices by 12.30% and 4.33% (COGEX), respectively.

The investment process utilized in the Growth Fund is driven by our proprietary QuantActive™ stock selection and portfolio construction methodology which has two main components: a quantitative foundation coupled with a discretionary overlay. The quantitative process is driven by two proprietary scores, a fundamental score that measures growth in company fundamentals and a technical score that measures price momentum. Since inception of the Growth Fund, the market has not sufficiently rewarded companies that score well using these two factors. These factors are cyclical in nature which is why the Growth Fund’s investment process is complemented with a discretionary layer which can guide the strategy in markets that are not rewarding our proprietary fundamental and technical factors. When the quantitative factors are out of favor, we generally expect the Growth Fund’s performance to look more similar to the benchmark; whereas, in times that our factors are in favor by the market we generally expect to see the Growth Fund’s performance to deviate from that of the benchmark.

The last fiscal year presented us with challenging market conditions. Market reactions to rising inflation expectations in the first quarter of 2018 created more volatility than we have seen in previous quarters, and more recently the evolving tariff policies created a headwind to performance as well. However, these recent market conditions highlight the importance of the dual nature of our QuantActive™ investment process and risk management framework which are adept at navigating unusual, or less favorable, market conditions for the Growth Fund. Despite the recent headwinds faced by the Growth Fund, performance is in line with expectations in the current market environment and we look forward to our quantitative factors coming back into favor by the market.

Since the Growth Fund’s inception, the Growth Fund has maintained an active exposure to Information Technology which continues to have the largest contribution to the Growth Fund’s performance over the period, as seen in the table below. This is consistent with our view of a well-built portfolio – the largest active weights contributing more meaningfully to a fund’s performance than sectors or positions with less active, or no active, weight.

 

Cognios Funds

Shareholder Letter (continued)June 30, 2018 (Unaudited)

 

4www.cogniosfunds.com

Sector Contribution to Gross Profit of the Value Fund

Industry Sector:

Contribution to
Gross Profit

Information Technology

45.8%

Financials

14.0%

Consumer Discretionary

13.3%

Industrials

9.5%

Healthcare

8.2%

Energy

4.0%

Consumer Staples

3.8%

Materials

0.7%

Utilities

0.5%

Telecommunication Services

0.2%

Real Estate

0.0%

Total

100.0%

Over the course of the last year, the Growth Fund maintained investment positions in 112 positions. Of those investment positions, 109 were profitable resulting in a .973 batting average.

Top 5 Investment Positions by Contribution to Gross Profit

Ticker

Company

Contribution to
Gross Profit

AMZN

Amazon.com Inc.

8.1%

AAPL

Apple Inc.

5.8%

SQ

Square Inc.

4.7%

ADBE

Adobe Systems Inc.

4.2%

MSFT

Microsoft Corp.

3.8%

Total

26.6%

The Market Neutral Fund

The Market Neutral Fund employs a beta-adjusted market neutral investment strategy that seeks to provide investors with returns that are non-correlated to, or independent of, the returns of the global equity and fixed income markets. By attempting to hedge out all of the market Beta, the Market Neutral Fund’s returns over time should be essentially “pure Alpha” (i.e., Alpha is the excess return of a portfolio after considering its Beta exposure.) Additionally, by hedging out the general market movements in this Beta-adjusted market neutral fashion, we believe that the total returns of the Market Neutral Fund will be independent of those broad “systemic” risk factors and macro events that move the entire stock market either positively or negatively over time.

Cognios Funds

Shareholder Letter (continued)June 30, 2018 (Unaudited)

 

Annual Report | June 30, 20185

During the fiscal period ended June 30, 2018, the total return for the Institutional Class Shares (COGIX) was 10.81% and the total return for the Investor Class Shares (COGMX) was 10.62%. Over the course of the period ended June 30, 2018, the Market Neutral Fund held 118 long positions and 237 short positions. 86 of the 119 positions were profitable and 87 of the 237 short positions were profitable for the period. The tables below display the profit contribution by industry sector and the top five most profitable long and short positions for the six months ended June 30, 2018.

Sector Contribution to Gross Profit of the Market Neutral Fund

Industry Sector:

Contribution to Gross Profit

Long

Short

Total

Consumer Discretionary

49.1%

-1.1%

48.0%

Consumer Staples

18.3%

-0.7%

17.6%

Energy

3.4%

-10.7%

-7.3%

Financials

3.1%

-6.7%

-3.6%

Healthcare

18.4%

-9.1%

9.4%

Industrials

24.8%

-4.2%

20.6%

Information Technology

17.2%

-13.3%

4.0%

Materials

2.8%

0.5%

3.2%

Real Estate

1.9%

-4.1%

-2.2%

Telecommunication Services

-0.4%

0.0%

-0.4%

Utilities

14.5%

-3.8%

10.7%

Total

153.1%

-53.1%

100.0%

Longs

Shorts

Ticker

Company

Profit
Contribution

Ticker

Company

Profit
Contribution

KORS

Michael Kors Holdings Ltd.

9.5%

GE

General Electric Co.

2.2%

RL

Ralph Lauren Corp.

8.7%

INCY

Incyte Corp.

2.2%

FLIR

FLIR Systems Inc.

6.8%

RRC

Range Resources Corp.

2.1%

DLTR

Dollar Tree Inc.

6.4%

CAH

Cardinal Heath Inc.

2.0%

EL

Estee Lauder Co. Inc.

5.8%

CMG

Chipotle Mexican Grill Inc.

1.9%

Total

37.2%

Total

10.4%

Cognios Funds

Shareholder Letter (continued)June 30, 2018 (Unaudited)

 

6www.cogniosfunds.com

The performance data is obviously important; but since the portfolio is hedged and designed to be market neutral, the independence of the performance versus the S&P 500 Index is also very important. Beta, Alpha, Correlation and R Squared are statistics that are commonly used to measure this independence. We track these measures on a monthly basis and the data, since inception, is presented in the tables below:

Beta to the S&P 500

 

Annualized Alpha to
the S&P 500

COGIX

0.14

2.75%

COGMX

0.15

2.46%

Correlation of Returns to the
S&P 500 Index

 

R Squared of Returns to the
S&P 500 Index
1

COGIX

0.19

3.8%

COGMX

0.20

3.9%

As the tables above indicate, Beta, Correlation and R-Squared are all low, meaning that the performance of the Fund is statistically independent of the performance of the S&P 500 Index. Meanwhile, the Alpha of the Fund remains positive. We hope that this statistic continues to move higher in the future with improved performance and we expect the Fund to continue generating returns independent of the S&P 500 Index.

We at Cognios look forward to future opportunities to connect with our shareholders. We strive to continuously add value to your investment experience by providing access to fund information, portfolio updates and straightforward commentary.

If you have any questions regarding the Cognios Funds, please contact your account manager or financial adviser, or call one of our shareholder associates at 888-553-4233. We also invite you to visit Cognios’ website at www.cognios.com to learn more about our firm, our team and our values.

We thank you for investing with Cognios and for the trust you have placed in us.

Sincerely,

Jonathan Angrist

Brian Machtley

Francisco Bido

Portfolio Managers,

Cognios Capital, LLC

 

Annual Report | June 30, 20187

Cognios Large Cap Value Fund

Portfolio UpdateJune 30, 2018 (Unaudited)

Performance (as of June 30, 2018)

One Year

Since
Inception
(a)

Cognios Large Cap Value Fund Investor Class shares

13.58%

12.40%

Cognios Large Cap Value Fund Institutional Class shares

13.87%

12.66%

S&P 500® Total Return Index (b)

14.37%

16.43%

Russell 1000® Value Total Return Index (c)

6.77%

10.88%

(a)The Cognios Large Cap Value Fund (the “Value Fund”) commenced operations on October 3, 2016.

(b)The S&P 500® Total Return Index is a broad unmanaged index of 500 stocks, which is widely recognized as representative of the equity market in general. Please note that indices do not take into account any fees and expenses of investing in the individual securities that they track and individuals cannot invest directly in any index.

(c)The Russell 1000® Value Total Return Index measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. Please note that indices do not take into account any fees and expenses of investing in the individual securities that they track and individuals cannot invest directly in any index.

The performance information quoted in this annual report assumes the reinvestment of all dividend and capital gain distributions, if any, and represents past performance, which is not a guarantee of future results. The returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The investment return and principal value of an investment will fluctuate and, therefore, an investor’s shares, when redeemed, may be worth more or less than their original cost. Updated performance data current to the most recent month-end can be obtained by calling 888-553-4233.

As with any fund, save an index fund, that commonly compares its performance to the S&P 500® Total Return Index and the Russell 1000® Value Total Return Index, such a comparison may be said to be inappropriate because of the dissimilarity between the Fund’s investments and the securities comprising the indices; so too with the Cognios Large Cap Value Fund, which will generally not invest in all the securities comprising each index.

Total Fund operating expense ratios as stated in the current Fund prospectus dated April 1, 2018 for the Funds were as follows:

Cognios Large Cap Value Fund Investor Class Shares, gross of fee waivers or
expense reimbursements

1.52%

Cognios Large Cap Value Fund Investor Class Shares, after fee waivers or
expense reimbursements

1.10%

Cognios Large Cap Value Fund Institutional Class Shares, gross of fee waivers or
expense reimbursements

1.27%

Cognios Large Cap Value Fund Institutional Class Shares, after fee waivers or
expense reimbursements

0.85%

 

8www.cogniosfunds.com

Cognios Large Cap Value Fund

Portfolio Update (continued)June 30, 2018 (Unaudited)

Cognios Capital, LLC (the “Adviser”) has entered into an Expense Limitation Agreement with the Value Fund under which it has agreed to waive or reduce its fees and to assume other expenses of the Value Fund, if necessary, in an amount that limits the Value Fund’s annual operating expenses (exclusive of interest, taxes, brokerage fees and commissions, acquired funds fees and expenses, extraordinary expenses, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act) to not more than 0.85% through at least October 31, 2018. Subject to approval by the Value Fund’s Board, any waiver under the Expense Limitation Agreement is subject to repayment by the Value Fund within the three fiscal years following the year in which such waiver occurred, if the Value Fund is able to make the payment without exceeding the expense limitation in place at the time of the waiver. The current contractual agreement cannot be terminated prior to at least one year after the effective date of the Registration Statement without the Board of Trustees’ approval. Total Gross Operating Expenses (Annualized) during the year ended June 30, 2018 were 1.62% and 1.37% for the Value Fund’s Investor Class shares and Institutional Class shares, respectively. Please see the Disclosure of Fund Expenses, the Financial Highlights and Notes to Financial Statements (Note 5) sections of this report for expense related disclosures during the year ended June 30, 2018.

Cognios Large Cap Value Fund, Investor Shares Growth of $10,000 Investment(1)

(1)The minimum initial investment for the Cognios Large Cap Value Fund, Investor Shares is $1,000.

 

 

Annual Report | June 30, 20189

Cognios Large Cap Value Fund

Portfolio Update (continued)June 30, 2018 (Unaudited)

Cognios Large Cap Value Fund, Institutional Shares Growth of $100,000 Investment(2)

(2)The minimum initial investment for the Cognios Large Cap Value Fund, Institutional Shares is $100,000.

The graphs shown above represent historical performance of hypothetical investments of $10,000 in the Cognios Large Cap Value Fund’s Investor Shares and $100,000 in the Cognios Large Cap Value Fund’s Institutional Shares since inception. Past performance does not guarantee future results. All returns reflect reinvested dividends, but do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Value Fund’s principal investment objective is long-term growth of capital.  The Value Fund seeks to achieve its investment objective by purchasing equity securities of U.S. companies that the Adviser believes are undervalued and likely to appreciate.  The Value Fund generally seeks to purchase large capitalization U.S. equity common stocks of companies that are constituents of the S&P 500® Index.  It may invest across different industries and sectors. Under normal circumstances, the Value Fund invests at least 80% of its assets in securities of large capitalization companies as defined by the S&P 500® Index. It may also invest up to 20% in issuers of any size. 

 

10www.cogniosfunds.com

Cognios Large Cap Value Fund

Portfolio Update (continued)June 30, 2018 (Unaudited)

Sector Allocation of Portfolio Holdings (% of Net Assets)*

Basic Materials

0.49%

Communications

4.12%

Consumer, Cyclical

17.79%

Consumer, Non-Cyclical

32.99%

Energy

0.52%

Financials

4.00%

Industrials

12.13%

Technology

4.08%

Utilities

21.68%

Cash, Cash Equivalents, & Other Net Assets

2.20%

TOTAL

100.00%

Top Ten Portfolio Holdings (% of Net Assets)*

Michael Kors Holdings Ltd.

3.25%

Raytheon Co.

2.02%

Clorox Co.

1.98%

Darden Restaurants, Inc.

1.89%

Sysco Corp.

1.86%

FirstEnergy Corp.

1.81%

McCormick & Co., Inc.

1.79%

Public Service Enterprise Group, Inc.

1.73%

Public Storage

1.70%

Kellogg Co.

1.67%

*The percentages in the above tables are based on the portfolio holdings of the Value Fund as of June 30, 2018 and are subject to change. For a detailed break-out of holdings by industry, please refer to the Schedules of Investments.

 

 

Annual Report | June 30, 201811

Cognios Large Cap Growth Fund

Portfolio UpdateJune 30, 2018 (Unaudited)

Performance (as of June 30, 2018)

One Year

Since
Inception
(a)

Cognios Large Cap Growth Fund Investor Class shares

26.50%

22.13%

Cognios Large Cap Growth Fund Institutional Class shares

26.84%

22.42%

Russell 1000® Total Return Index (b)

14.54%

16.49%

Russell 1000® Growth Total Return Index (c)

22.51%

22.09%

(a)The Cognios Large Cap Growth Fund (the “Growth Fund”) commenced operations on October 3, 2016.

(b The Russell 1000® Total Return Index measures the performance of the large-cap segment of the U.S. equity universe and consists of the largest 1000 companies in the Russell 3000 Index. Please note that indices do not take into account any fees and expenses of investing in the individual securities that they track and individuals cannot invest directly in any index.

(c)The Russell 1000® Growth Total Return Index measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. Please note that indices do not take into account any fees and expenses of investing in the individual securities that they track and individuals cannot invest directly in any index.

The performance information quoted in this annual report assumes the reinvestment of all dividend and capital gain distributions, if any, and represents past performance, which is not a guarantee of future results. The returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The investment return and principal value of an investment will fluctuate and, therefore, an investor’s shares, when redeemed, may be worth more or less than their original cost. Updated performance data current to the most recent month-end can be obtained by calling 888-553-4233.

As with any fund, save an index fund, that commonly compares its performance to the The Russell 1000® Total Return Index and the Russell 1000® Growth Total Return Index, such a comparison may be said to be inappropriate because of the dissimilarity between the Fund’s investments and the securities comprising the indices; so too with the Cognios Large Cap Growth Fund, which will generally not invest in all the securities comprising each index.

Total Fund operating expense ratios as stated in the current Fund prospectus dated April 1, 2018 for the Funds were as follows:

Cognios Large Cap Growth Fund Investor Class Shares, gross of fee waivers or
expense reimbursements

3.42%

Cognios Large Cap Growth Fund Investor Class Shares, after fee waivers or
expense reimbursements

1.15%

Cognios Large Cap Growth Fund Institutional Class Shares, gross of fee waivers or
expense reimbursements

3.17%

Cognios Large Cap Growth Fund Institutional Class Shares, after fee waivers or
expense reimbursements

0.90%

 

12www.cogniosfunds.com

Cognios Large Cap Growth Fund

Portfolio Update (continued)June 30, 2018 (Unaudited)

Cognios Capital, LLC (the “Adviser”) has entered into an Expense Limitation Agreement with the Growth Fund under which it has agreed to waive or reduce its fees and to assume other expenses of the Growth Fund, if necessary, in an amount that limits the Growth Fund’s annual operating expenses (exclusive of interest, taxes, brokerage fees and commissions, acquired funds fees and expenses, extraordinary expenses, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act) to not more than 0.90% through at least October 31, 2018. Subject to approval by the Growth Fund’s Board, any waiver under the Expense Limitation Agreement is subject to repayment by the Growth Fund within the three fiscal years following the year in which such waiver occurred, if the Growth Fund is able to make the payment without exceeding the expense limitation in place at the time of the waiver. The current contractual agreement cannot be terminated prior to at least one year after the effective date of the Registration Statement without the Board of Trustees’ approval. Total Gross Operating Expenses (Annualized) during the year ended June 30, 2018 were 1.76% and 1.51% for the Growth Fund’s Investor Class shares and Institutional Class shares, respectively. Please see the Disclosure of Fund Expenses, the Financial Highlights and Notes to Financial Statements (Note 5) sections of this report for expense related disclosures during the year ended June 30, 2018.

Cognios Large Cap Growth Fund, Investor Shares Growth of $10,000 Investment(1)

(1)The minimum initial investment for the Cognios Large Cap Growth Fund, Investor Shares is $1,000.

 

 

Annual Report | June 30, 201813

Cognios Large Cap Growth Fund

Portfolio Update (continued)June 30, 2018 (Unaudited)

Cognios Large Cap Growth Fund, Institutional Shares Growth of $100,000 Investment(2)

(2)The minimum initial investment for the Cognios Large Cap Growth Fund, Institutional Shares is $100,000.

The graphs shown above represent historical performance of hypothetical investments of $10,000 in the Cognios Large Cap Growth Fund’s Investor Shares and $100,000 in the Cognios Large Cap Growth Fund’s Institutional Shares since inception. Past performance does not guarantee future results. All returns reflect reinvested dividends, but do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Growth Fund’s principal investment objective is long-term growth of capital.  The Growth Fund seeks to achieve its investment objective by purchasing equity securities that the Adviser believes are likely to appreciate.  It generally seeks to purchase equity securities of large capitalization U.S. companies, and may purchase American Depositary Receipts (“ADR’s”) of international companies trading on U.S. exchanges, that exhibit accelerating growth in earnings and revenue.  The Growth Fund may invest across different industries and sectors. The Growth Fund will invest at least 80% of its net assets in securities that have a market capitalization at the time of investment comparable to securities held in the Russell 1000® Index. The Growth Fund may also invest up to 20% in issuers of any size.

 

14www.cogniosfunds.com

Cognios Large Cap Growth Fund

Portfolio Update (continued)June 30, 2018 (Unaudited)

Sector Allocation of Portfolio Holdings (% of Net Assets)*

Communications

19.64%

Consumer, Cyclical

2.23%

Consumer, Non-Cyclical

22.55%

Energy

4.92%

Financials

11.57%

Industrials

2.27%

Technology

33.93%

Cash, Cash Equivalents, & Other Net Assets

2.89%

TOTAL

100.00%

Top Ten Portfolio Holdings (% of Net Assets)*

Apple, Inc.

8.05%

Twitter, Inc.

6.44%

Amazon.com, Inc.

6.25%

Microsoft Corp.

4.08%

Bank of America Corp.

3.89%

Adobe Systems, Inc.

3.59%

Progressive Corp.

3.17%

Square, Inc. - Class A

3.07%

Intel Corp.

2.88%

Akamai Technologies, Inc.

2.88%

*The percentages in the above tables are based on the portfolio holdings of the Growth Fund as of June 30, 2018 and are subject to change. For a detailed break-out of holdings by industry, please refer to the Schedules of Investments.

 

 

Annual Report | June 30, 201815

Cognios Market Neutral Large Cap Fund

Portfolio Update
June 30, 2018 (Unaudited)

Performance (as of June 30, 2018)

One Year

Five Years

Since
Inception
(a)

Cognios Market Neutral Large Cap Fund
Investor Class shares

10.98%

4.57%

4.37%

Cognios Market Neutral Large Cap Fund
Institutional Class shares

11.28%

4.81%

4.63%

S&P 500® Total Return Index(b)

14.37%

13.41%

14.81%

HFRX Equity Market Neutral Index(c)

1.22%

1.34%

1.33%

(a)The Cognios Market Neutral Large Cap Fund (the “Market Neutral Fund”) commenced operations on January 2, 2013.

(b)The S&P 500® Total Return Index is a broad unmanaged index of 500 stocks, which is widely recognized as representative of the equity market in general. Please note that indices do not take into account any fees and expenses of investing in the individual securities that they track and individuals cannot invest directly in any index.

(c)The HFRX Equity Market Neutral Index is a common benchmark for long/short market neutral hedge funds (funds traditionally only available to high net-worth accredited and institutional investors that are also “qualified clients” as defined by the SEC). More information about this index may be found at www.hedgefundresearch.com. Please note that indices do not take into account any fees and expenses of investing in the individual securities that they track and individuals cannot invest directly in any index.

The performance information quoted in this annual report assumes the reinvestment of all dividend and capital gain distributions, if any, and represents past performance, which is not a guarantee of future results. The returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The investment return and principal value of an investment will fluctuate and, therefore, an investor’s shares, when redeemed, may be worth more or less than their original cost. Updated performance data current to the most recent month-end can be obtained by calling 888-553-4233.

As with any fund, save an index fund, that commonly compares its performance to the S&P 500® Total Return Index and the HFRX Equity Market Neutral Index, such a comparison may be said to be inappropriate because of the dissimilarity between the Fund’s investments and the securities comprising the indices; so too with the Market Neutral Fund, which will generally not invest in all the securities comprising each index.

Total Fund operating expense ratios as stated in the current Fund prospectus dated May 7, 2018 for the Fund were as follows:

Cognios Market Neutral Large Cap Fund Investor Class Shares, gross of fee waivers or expense reimbursements

4.06%

Cognios Market Neutral Large Cap Fund Investor Class Shares, after fee waivers or expense reimbursements

3.60%

Cognios Market Neutral Large Cap Fund Institutional Class Shares, gross of fee waivers or expense reimbursements

3.81%

Cognios Market Neutral Large Cap Fund Institutional Class Shares, after fee waivers or expense reimbursements

3.35%

 

16www.cogniosfunds.com

Cognios Market Neutral Large Cap Fund

Portfolio Update (continued)June 30, 2018 (Unaudited)

Cognios Capital, LLC (the “Adviser”) has entered into an Expense Limitation Agreement with the Market Neutral Fund (the “Fund”) under which it has agreed to waive or reduce its fees and to assume other expenses of the Fund, if necessary, in an amount that limits the Fund’s annual operating expenses (exclusive of interest, borrowing expenses, distribution fees pursuant to Rule 12b-1 plans, taxes, acquired fund fees and expenses, brokerage fees and commissions, dividend expenses on short sales, litigation expenses, other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of the Fund’s business) to not more than 1.45% of the Fund’s average daily net assets through at least October 31, 2020. Subject to approval by the Fund’s Board of Trustees, any waiver under the Expense Limitation Agreement is subject to repayment by the Fund within the three fiscal years following the year in which such waiver occurred, if the Fund is able to make the payment without exceeding the 1.45% expense limitation. Each waiver or reimbursement of an expense by the Adviser is subject to repayment by the Fund within three fiscal years following the fiscal year in which the expense was incurred, provided that the Fund is able to make the repayment without exceeding the expense limitation in place at the time of the waiver or reimbursement and at the time the waiver or reimbursement is recouped. Total Gross Operating Expenses (Annualized) during the year ended June 30, 2018 were 4.09% and 3.84% for the Fund’s Investor Class shares and Institutional Class shares, respectively. Please see the Disclosure of Fund Expenses, the Financial Highlights and Notes to Financial Statements (Note 5) sections of this report for expense related disclosures during the year ended June 30, 2018.

Cognios Market Neutral Large Cap Fund, Investor Shares Growth of $10,000 Investment(1)

(1)The minimum initial investment for the Cognios Market Neutral Large Cap Fund, Investor Shares is $1,000.

 

 

Annual Report | June 30, 201817

Cognios Market Neutral Large Cap Fund

Portfolio Update (continued)June 30, 2018 (Unaudited)

Cognios Market Neutral Large Cap Fund, Institutional Shares Growth of $100,000 Investment(2)

(2)The minimum initial investment for the Cognios Market Neutral Large Cap Fund, Institutional Shares is $100,000.

The graphs shown above represent historical performance of a hypothetical investments of $10,000 in the Cognios Market Neutral Large Cap Fund’s Investor Shares and $100,000 in the Cognios Market Neutral Large Cap Fund’s Institutional Shares since inception. Past performance does not guarantee future results. All returns reflect reinvested dividends, but do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Market Neutral Fund’s principal investment objective is long-term growth of capital independent of stock market direction.  The Market Neutral Fund seeks to achieve its investment objective by balancing “long” and “short” positions. To do this, the Fund will buy (take long positions in) equity securities of U.S. companies that the Adviser believes are undervalued and more likely to appreciate and, at the same time, borrow and then sell (take short positions in) equity securities of U.S. companies that the Adviser believes are likely to underperform the long positions over time. The Fund generally seeks to purchase and sell short large capitalization U.S. equity common stocks of companies that are constituents of the S&P 500 Index.

 

18www.cogniosfunds.com

Cognios Market Neutral Large Cap Fund

Portfolio Update (continued)June 30, 2018 (Unaudited)

Sector Allocation of Portfolio Holdings (% of Net Assets)*

Basic Materials

(1.37)%

Communications

0.75%

Consumer, Cyclical

12.45%

Consumer, Non-Cyclical

20.93%

Energy

(6.84)%

Financials

(5.20)%

Industrials

9.14%

Technology

(1.84)%

Utilities

21.32%

Cash, Cash Equivalents, & Other Net Assets

50.66%

TOTAL

100.00%

Top Ten Portfolio Holdings (% of Net Assets)*

Campbell Soup Co.

1.92%

Darden Restaurants, Inc.

1.83%

McCormick & Co., Inc.

1.80%

Sempra Energy

1.78%

Church & Dwight Co., Inc.

1.78%

Kellogg Co.

1.74%

Clorox Co.

1.74%

PPL Corp.

1.71%

Assurant, Inc.

1.70%

PepsiCo, Inc.

1.69%

*The percentages in the above tables are based on the portfolio holdings of the Market Neutral Fund as of June 30, 2018 and are subject to change. For a detailed break-out of holdings by industry, please refer to the Schedules of Investments and Schedule of Securities Sold Short.

 

Annual Report | June 30, 201819

Cognios Funds

Disclosure of Fund ExpensesJune 30, 2018 (Unaudited)

As a shareholder of the Funds, you incur ongoing costs, including management fees, distribution and/or service (12b-1) fees; and other Fund expenses. The example below is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

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

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

Hypothetical Example for Comparison Purposes – The second section of the table provides information about the hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which are 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 Funds to other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

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

Expenses and Value of a $1,000 Investment for the Period from 01/01/18 through 06/30/18

Beginning
Account
Value
(01/01/2018)

Annualized
Expense
Ratio for
the Period

Ending
Account
Value
(06/30/2018)

Expenses Paid
During Period

Value Fund:

Actual Fund Return (in parentheses)

Investor Class Shares (+2.92%)

$ 1,000.00

1.10%

$ 1,029.20

$ 5.53(a)

Institutional Class Shares (+3.12%)

$1,000.00

0.85%

$ 1,031.20

$ 4.28(a)

Growth Fund:

Actual Fund Return (in parentheses)

Investor Class Shares (+10.66%)

$ 1,000.00

1.15%

$ 1,106.60

$ 6.01(a)

Institutional Class Shares (+10.81%)

$ 1,000.00

0.90%

$ 1,108.10

$ 4.70(a)

 

20www.cogniosfunds.com

Cognios Funds

Disclosure of Fund Expenses (continued)June 30, 2018 (Unaudited)

Beginning
Account
Value
(01/01/2018)

Annualized
Expense
Ratio for
the Period

Ending
Account
Value
(06/30/2018)

Expenses Paid
During Period

Market Neutral Fund:

Actual Fund Return (in parentheses)

Investor Class Shares (+3.72%)

$ 1,000.00

3.56%

$ 1,037.20

$ 17.98(a)

Institutional Class Shares (+3.87%)

$ 1,000.00

3.31%

$ 1,038.70

$ 16.73(a)

(a)Expenses are equal to the Funds’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period.

Expenses and Value of a $1,000 Investment for the Period from 01/01/18 through 06/30/18

Beginning
Account
Value
(01/01/2018)

Annualized
Expense
Ratio for
the Period

Ending
Account
Value
(06/30/2018)

Expenses Paid
 During Period

Value Fund:

Hypothetical 5% Fund Return

Investor Class Shares

$ 1,000.00

1.10%

$ 1,019.30

$ 5.51(b)

Institutional Class Shares

$ 1,000.00

0.85%

$ 1,020.60

$ 4.26(b)

Growth Fund:

Hypothetical 5% Fund Return

Investor Class Shares

$ 1,000.00

1.15%

$ 1,019.10

$ 5.76(b)

Institutional Class Shares

$ 1,000.00

0.90%

$ 1,020.30

$ 4.51(b)

Market Neutral Fund:

Hypothetical 5% Fund Return

Investor Class Shares

$ 1,000.00

3.56%

$ 1,007.10

$ 17.72(b)

Institutional Class Shares

$ 1,000.00

3.31%

$ 1,008.40

$ 16.48(b)

(b)Expenses are equal to the Funds’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period.

For more information on the Funds’ expenses, please refer to the Funds’ prospectus, which can be obtained from your investment representative or by calling 888-553-4233. Please read it carefully before you invest or send money.

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

Annual Report | June 30, 201821

Cognios Cognios Large Cap Value Fund

Schedules of InvestmentsJune 30, 2018

Shares

Fair Value

COMMON STOCK - 97.80%

 

Basic Materials - 0.49%

LyondellBasell Industries NV - Class A

187

$

20,542

Newmont Mining Corp.

2,689

101,402

121,944

Communications - 4.12%

Alphabet, Inc. - Class A (a)

180

203,254

AT&T, Inc.

10,659

342,260

F5 Networks, Inc. (a)

728

125,544

Motorola Solutions, Inc.

1,016

118,232

VeriSign, Inc. (a)

1,770

243,233

1,032,523

Consumer, Cyclical - 17.79%

American Airlines Group, Inc.

412

15,640

AutoZone, Inc. (a)

401

269,043

Bed Bath & Beyond, Inc.

444

8,847

Best Buy Co., Inc.

347

25,879

Chipotle Mexican Grill, Inc. (a)

889

383,488

Darden Restaurants, Inc.

4,419

473,098

Delta Air Lines, Inc.

374

18,528

Dollar Tree, Inc. (a)

818

69,530

Ford Motor Co.

1,523

16,860

Gap, Inc.

725

23,483

Kohl’s Corp.

442

32,222

L Brands, Inc.

2,084

76,858

McDonald’s Corp.

1,199

187,871

Michael Kors Holdings Ltd. (a)

12,226

814,252

NIKE, Inc. - Class B

3,691

294,099

Nordstrom, Inc.

366

18,951

Ralph Lauren Corp.

1,279

160,796

Ross Stores, Inc.

1,585

134,329

Tapestry, Inc.

8,338

389,468

Target Corp.

4,741

360,885

TJX Cos., Inc.

658

62,628

Ulta Beauty, Inc. (a)

937

218,752

United Continental Holdings, Inc.

243

16,944

Walmart, Inc.

4,445

380,714

4,453,165

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

22www.cogniosfunds.com

Shares

Fair Value

Cognios Cognios Large Cap Value Fund

Schedules of Investments (continued)June 30, 2018

Consumer, Non-cyclical - 32.99%

AbbVie, Inc.

1,583

$

146,665

Baxter International, Inc.

1,475

108,914

Campbell Soup Co.

8,261

334,901

Centene Corp. (a)

234

28,831

Church & Dwight Co., Inc.

7,762

412,628

Cigna Corp.

2,073

352,306

Clorox Co.

3,667

495,962

Conagra Brands, Inc.

10,908

389,743

Constellation Brands, Inc. - Class A

1,807

395,498

Cooper Cos., Inc.

1,233

290,310

Dr Pepper Snapple Group, Inc.

3,222

393,084

Edwards Lifesciences Corp. (a)

2,432

354,026

Envision Healthcare Corp. (a)

5,084

223,747

General Mills, Inc.

5,632

249,272

Gilead Sciences, Inc.

2,562

181,492

H&R Block, Inc.

14,384

327,668

HCA Healthcare, Inc.

3,426

351,508

Hershey Co.

1,780

165,647

Hormel Foods Corp.

8,895

330,983

JM Smucker Co.

1,839

197,656

Kellogg Co.

5,988

418,382

Kimberly-Clark Corp.

1,181

124,407

McCormick & Co., Inc.

3,858

447,875

McKesson Corp.

113

15,074

Philip Morris International, Inc.

914

73,796

Procter & Gamble Co.

1,148

89,613

Quest Diagnostics, Inc.

1,434

157,654

Sysco Corp.

6,802

464,509

Tyson Foods, Inc. - Class A

5,536

381,154

UnitedHealth Group, Inc.

542

132,974

Varian Medical Systems, Inc. (a)

1,959

222,777

8,259,056

Energy - 0.52%

Baker Hughes a GE Co.

287

9,480

Kinder Morgan, Inc.

5,831

103,034

Transocean Ltd. (a)

1,364

18,332

130,846

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

Annual Report | June 30, 201823

Shares

Fair Value

Cognios Cognios Large Cap Value Fund

Schedules of Investments (continued)June 30, 2018

Financials - 4.00%

Alliance Data Systems Corp.

66

$

15,391

Assurant, Inc.

992

102,662

Cboe Global Markets, Inc.

823

85,650

CME Group, Inc.

556

91,140

Everest Re Group Ltd.

1,223

281,877

Public Storage

1,876

425,589

1,002,309

Industrials - 12.13%

3M Co.

810

159,343

Amphenol Corp. - Class A

1,471

128,198

CH Robinson Worldwide, Inc.

2,855

238,849

Expeditors International of Washington, Inc.

1,560

114,036

FLIR Systems, Inc.

6,833

355,111

L3 Technologies, Inc.

308

59,235

Lockheed Martin Corp.

940

277,704

Northrop Grumman Corp.

214

65,848

Raytheon Co.

2,624

506,904

Republic Services, Inc.

5,907

403,803

Stericycle, Inc. (a)

5,579

364,253

TransDigm Group, Inc.

1,051

362,742

3,036,026

Technology - 4.08%

Accenture PLC - Class A

434

70,998

Apple, Inc.

355

65,714

CA, Inc.

4,937

176,004

Electronic Arts, Inc. (a)

816

115,072

Fiserv, Inc. (a)

2,683

198,783

HP, Inc.

976

22,145

International Business Machines Corp.

884

123,495

Microsoft Corp.

782

77,113

Oracle Corp.

1,152

50,757

Synopsys, Inc. (a)

1,434

122,707

1,022,788

Utilities - 21.68%

AES Corp.

1,536

20,598

Alliant Energy Corp.

2,319

98,140

Ameren Corp.

6,742

410,251

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

24www.cogniosfunds.com

Cognios Cognios Large Cap Value Fund

Schedules of Investments (continued)June 30, 2018

Shares

Fair Value

Utilities - (continued)

American Electric Power Co., Inc.

5,542

$

383,783

American Water Works Co., Inc.

1,097

93,662

CMS Energy Corp.

8,434

398,760

Consolidated Edison, Inc.

4,781

372,822

DTE Energy Co.

1,733

179,591

Edison International

2,926

185,128

Entergy Corp.

2,351

189,937

Eversource Energy

6,332

371,119

Exelon Corp.

4,803

204,608

FirstEnergy Corp.

12,641

453,938

PG&E Corp.

6,106

259,871

PPL Corp.

6,142

175,354

Public Service Enterprise Group, Inc.

8,001

433,174

SCANA Corp.

8,358

321,950

Sempra Energy

1,778

206,444

Southern Co.

2,026

93,823

WEC Energy Group, Inc.

6,072

392,555

Xcel Energy, Inc.

4,024

183,817

5,429,325

 

TOTAL COMMON STOCK (Cost $22,793,562)

24,487,982

 

TOTAL INVESTMENTS (Cost $22,793,562) - 97.80%

$

24,487,982

OTHER ASSETS IN EXCESS OF LIABILITES, NET - 2.20%

550,924

NET ASSETS - 100%

$

25,038,906

 

Percentages are stated as a percent of net assets.

 

(a) Non-income producing security.

 

The following abbreviations are used in this portfolio:

Ltd. - Limited

PLC - Public Limited Company

NV - Naamloze Vennootschap (Dutch: Limited Liability Company)

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

Annual Report | June 30, 201825

Cognios Large Cap Growth Fund

Schedules of InvestmentsJune 30, 2018

Shares

Fair Value

COMMON STOCK - 97.12%

 

Communications - 19.64%

Alphabet, Inc. - Class A (a)

739

$

834,471

Amazon.com, Inc. (a)

1,341

2,279,432

Cisco Systems, Inc.

18,035

776,046

Facebook, Inc. - Class A (a)

1,213

235,710

Pearson PLC - ADR

59,290

687,764

Twitter, Inc. (a)

53,757

2,347,568

7,160,991

Consumer, Cyclical - 2.23%

NIKE, Inc. - Class B

10,181

811,222

 

Consumer, Non-cyclical - 22.55%

Cintas Corp.

4,225

781,921

Coca-Cola Co.

16,753

734,787

Danaher Corp.

8,713

859,799

Estee Lauder Cos., Inc.

4,718

673,211

Pfizer, Inc.

21,086

765,000

S&P Global, Inc.

4,146

845,328

Square, Inc. - Class A (a)

18,140

1,118,150

Sysco Corp.

11,858

809,783

UnitedHealth Group, Inc.

2,950

723,753

Verisk Analytics, Inc. (a)

8,461

910,742

8,222,474

Energy - 4.92%

Chevron Corp.

7,369

931,663

Noble Energy, Inc.

24,473

863,407

1,795,070

Financials - 11.58%

Bank of America Corp.

50,315

1,418,380

Charles Schwab Corp.

13,321

680,703

Mastercard, Inc. - Class A

4,912

965,306

Progressive Corp.

19,546

1,156,146

4,220,535

Industrials - 2.27%

Keysight Technologies, Inc. (a)

14,048

829,253

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

26www.cogniosfunds.com

Shares

Fair Value

Cognios Large Cap Growth Fund

Schedules of Investments (continued)June 30, 2018

Technology - 33.93%

Adobe Systems, Inc. (a)

5,374

$

1,310,235

Advanced Micro Devices, Inc. (a)

61,649

924,119

Akamai Technologies, Inc. (a)

14,355

1,051,217

Apple, Inc.

15,855

2,934,919

Intel Corp.

21,147

1,051,217

Intuit, Inc.

3,975

812,112

Micron Technology, Inc. (a)

17,507

918,067

Microsoft Corp.

15,072

1,486,250

MSCI, Inc.

5,781

956,351

VMware, Inc. - Class A (a)

6,311

927,528

12,372,015

 

TOTAL COMMON STOCK (Cost $31,856,083)

35,411,560

 

TOTAL INVESTMENTS (Cost $31,856,083) - 97.12%

$

35,411,560

OTHER ASSETS IN EXCESS OF LIABILITIES, NET - 2.88%

1,051,574

NET ASSETS - 100%

$

36,463,134

 

Percentages are stated as a percent of net assets.

 

(a) Non-income producing security.

 

The following abbreviations are used in this portfolio:

ADR - American Depositary Receipt

PLC - Public Limited Company

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

Annual Report | June 30, 201827

Cognios Market Neutral Large Cap Fund


Schedules of InvestmentsJune 30, 2018

Shares

Fair Value

COMMON STOCK - 119.12%

 

Communications - 3.15%

AT&T, Inc. (b)

30,426

$

976,979

Verizon Communications, Inc. (b)

20,736

1,043,228

2,020,207

Consumer, Cyclical - 18.42%

Chipotle Mexican Grill, Inc. (a) (b)

2,171

936,504

Darden Restaurants, Inc. (b)

10,977

1,175,198

McDonald’s Corp. (b)

6,182

968,658

Michael Kors Holdings Ltd. (a) (b)

15,757

1,049,416

Nordstrom, Inc. (b)

19,254

996,972

Ralph Lauren Corp. (b)

7,100

892,612

Starbucks Corp. (b)

17,562

857,904

Tapestry, Inc. (b)

22,048

1,029,862

Target Corp. (b)

12,714

967,790

TJX Cos., Inc. (b)

10,680

1,016,522

Ulta Beauty, Inc. (a) (b)

3,920

915,163

Walmart, Inc. (b)

11,766

1,007,758

11,814,359

Consumer, Non-cyclical - 38.59%

Altria Group, Inc. (b)

17,762

1,008,704

Campbell Soup Co. (b)

30,368

1,231,119

Church & Dwight Co., Inc. (b)

21,440

1,139,750

Cigna Corp. (b)

5,732

974,153

Clorox Co. (b)

8,252

1,116,083

Conagra Brands, Inc. (b)

26,891

960,815

Constellation Brands, Inc. - Class A (b)

4,411

965,436

Cooper Cos., Inc. (b)

4,377

1,030,565

Edwards Lifesciences Corp. (a) (b)

7,055

1,026,996

Envision Healthcare Corp. (a) (b)

22,722

999,995

Estee Lauder Cos., Inc. (b)

6,739

961,588

H&R Block, Inc. (b)

34,437

784,475

HCA Healthcare, Inc. (b)

9,510

975,726

Hershey Co. (b)

11,098

1,032,780

Hormel Foods Corp. (b)

28,058

1,044,038

Kellogg Co. (b)

15,989

1,117,151

Kimberly-Clark Corp. (b)

9,944

1,047,501

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

28www.cogniosfunds.com

Cognios Market Neutral Large Cap Fund


Schedules of Investments (continued)June 30, 2018

Shares

Fair Value

Consumer, Non-cyclical - (continued)

McCormick & Co., Inc. (b)

9,934

$

1,153,238

PepsiCo, Inc. (b)

9,965

1,084,890

Procter & Gamble Co. (b)

13,451

1,049,985

Quest Diagnostics, Inc. (b)

9,268

1,018,924

Sysco Corp. (b)

15,182

1,036,779

Tyson Foods, Inc. - Class A (b)

14,670

1,010,029

Verisk Analytics, Inc. (a) (b)

9,125

982,215

24,752,935

Energy - 1.65%

Range Resources Corp. (b)

63,110

1,055,830

 

Financials - 13.99%

Assurant, Inc. (b)

10,537

1,090,474

Cboe Global Markets, Inc. (b)

9,950

1,035,496

CME Group, Inc. (b)

5,748

942,212

Everest Re Group Ltd. (b)

4,398

1,013,651

Intercontinental Exchange, Inc. (b)

13,147

966,962

Loews Corp. (b)

19,992

965,214

Nasdaq, Inc. (b)

10,539

961,894

Progressive Corp. (b)

15,885

939,598

Public Storage (b)

4,667

1,058,756

8,974,257

Industrials - 13.59%

CH Robinson Worldwide, Inc. (b)

11,369

951,130

Expeditors International of Washington, Inc. (b)

13,048

953,809

Lockheed Martin Corp. (b)

3,115

920,264

Raytheon Co. (b)

4,678

903,696

Republic Services, Inc. (b)

14,629

1,000,038

Rockwell Collins, Inc. (b)

7,219

972,255

Stericycle, Inc. (a) (b)

15,711

1,025,771

TransDigm Group, Inc. (b)

2,953

1,019,198

Waste Management, Inc. (b)

11,891

967,214

8,713,375

Technology - 2.99%

Akamai Technologies, Inc. (a) (b)

12,837

940,054

CA, Inc. (b)

27,417

977,416

1,917,470

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

Annual Report | June 30, 201829

Cognios Market Neutral Large Cap Fund


Schedules of Investments (continued)June 30, 2018

Shares

Fair Value

Utilities - 26.84%

Ameren Corp. (b)

17,583

$

1,069,926

American Electric Power Co., Inc. (b)

15,522

1,074,898

CMS Energy Corp. (b)

22,913

1,083,327

Consolidated Edison, Inc. (b)

13,703

1,068,560

DTE Energy Co. (b)

10,217

1,058,788

Edison International (b)

16,843

1,065,657

Entergy Corp. (b)

13,014

1,051,401

Exelon Corp. (b)

24,900

1,060,740

PG&E Corp. (b)

24,202

1,030,037

PPL Corp. (b)

38,470

1,098,318

Public Service Enterprise Group, Inc. (b)

19,447

1,052,861

SCANA Corp. (b)

28,011

1,078,984

Sempra Energy (b)

9,829

1,141,245

Southern Co. (b)

23,003

1,065,269

WEC Energy Group, Inc. (b)

16,720

1,080,948

Xcel Energy, Inc. (b)

23,397

1,068,775

17,149,734

TOTAL COMMON STOCK (Cost $72,943,690)

76,398,167

 

SHORT-TERM INVESTMENTS - 1.97%

BlackRock Liquidity Funds T-Fund Portfolio, 1.55% (c)

1,260,905

1,260,905

 

TOTAL SHORT-TERM INVESTMENTS (Cost $1,260,905)

1,260,905

 

TOTAL INVESTMENTS (Cost $74,204,595) - 121.09%

$

77,659,072

SECURITIES SOLD SHORT (Proceeds $43,028,763) - (69.78%)

(44,750,080)

OTHER ASSETS IN EXCESS OF LIABILITES, NET - 48.69%

31,225,083

NET ASSETS - 100%

$

64,134,075

 

Percentages are stated as a percent of net assets.

 

(a) Non-income producing security.

(b) All or a portion of the security is segregated as collateral for securities sold short.

(c) Rate shown represents the 7-day effective yield at June 30, 2018, is subject to change and resets daily.

 

The following abbreviations are used in this portfolio:

Ltd. - Limited

PLC - Public Limited Company

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

30www.cogniosfunds.com

Shares

Fair Value

Cognios Market Neutral Large Cap Fund


Schedule of Securities Sold ShortJune 30, 2018

COMMON STOCK - 69.78%

 

Basic Materials - 1.37%

International Flavors & Fragrances, Inc.

2,372

$

294,033

Mosaic Co.

10,491

294,273

Newmont Mining Corp.

7,709

290,706

879,012

Communications - 2.40%

CenturyLink, Inc.

16,869

314,438

Charter Communications, Inc. - Class A

1,091

319,892

Motorola Solutions, Inc.

2,626

305,588

Netflix, Inc.

807

315,884

Symantec Corp.

13,776

284,474

1,540,276

Consumer, Cyclical - 5.97%

Advance Auto Parts, Inc.

2,272

308,310

Costco Wholesale Corp.

1,495

312,425

DR Horton, Inc.

7,131

292,371

Fastenal Co.

5,725

275,544

Hilton Worldwide Holdings, Inc.

3,549

280,939

Lennar Corp. - Class A

5,727

300,668

LKQ Corp.

9,093

290,067

Mattel, Inc.

18,907

310,453

Newell Brands, Inc.

12,413

320,131

NIKE, Inc. - Class B

3,947

314,497

PVH Corp.

1,810

270,993

Under Armour, Inc. - Class A

12,122

272,503

Yum! Brands, Inc.

3,551

277,759

3,826,660

Consumer, Non-cyclical - 17.66%

ABIOMED, Inc.

724

296,152

Aetna, Inc.

1,671

306,629

Alexion Pharmaceuticals, Inc.

2,461

305,533

Allergan PLC

1,912

318,769

AmerisourceBergen Corp.

3,447

293,926

Anthem, Inc.

1,301

309,677

Archer-Daniels-Midland Co.

6,714

307,703

Automatic Data Processing, Inc.

2,181

292,559

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

Annual Report | June 30, 201831

Shares

Fair Value

Consumer, Non-cyclical - (continued)

Cognios Market Neutral Large Cap Fund


Schedule of Securities Sold Short (continued)June 30, 2018

Baxter International, Inc.

3,964

$

292,702

Becton Dickinson and Co.

1,284

307,595

Boston Scientific Corp.

9,623

314,672

Brown-Forman Corp. - Class B

5,548

271,907

Coca-Cola Co.

6,859

300,836

Coty, Inc. - Class A

22,381

315,572

DENTSPLY SIRONA, Inc.

6,953

304,333

Eli Lilly & Co.

3,472

296,266

Gartner, Inc.

2,164

287,596

Global Payments, Inc.

2,538

282,962

Hologic, Inc.

7,770

308,858

IDEXX Laboratories, Inc.

1,356

295,527

IHS Markit Ltd.

5,784

298,397

Illumina, Inc.

1,053

294,092

Incyte Corp.

4,310

288,770

Intuitive Surgical, Inc.

601

287,566

IQVIA Holdings, Inc.

2,868

286,284

JM Smucker Co.

2,828

303,953

Kraft Heinz Co.

5,178

325,282

Kroger Co.

11,927

339,323

Medtronic PLC

3,424

293,129

Merck & Co., Inc.

4,804

291,603

Mondelez International, Inc. - Class A

7,575

310,575

Perrigo Co. PLC

4,023

293,317

Pfizer, Inc.

8,104

294,013

Quanta Services, Inc.

8,006

267,400

ResMed, Inc.

2,791

289,092

Stryker Corp.

1,658

279,970

Thermo Fisher Scientific, Inc.

1,363

282,332

Zimmer Biomet Holdings, Inc.

2,608

290,636

11,325,508

Energy - 8.49%

Apache Corp.

7,483

349,830

Cabot Oil & Gas Corp.

12,940

307,972

Chevron Corp.

2,415

305,328

Concho Resources, Inc.

2,320

320,972

ConocoPhillips

4,369

304,170

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

32www.cogniosfunds.com

Cognios Market Neutral Large Cap Fund


Schedule of Securities Sold Short (continued)June 30, 2018

Shares

Fair Value

Energy - (continued)

EOG Resources, Inc.

2,554

$

317,794

EQT Corp.

5,762

317,947

Exxon Mobil Corp.

3,645

301,551

Halliburton Co.

6,143

276,804

Kinder Morgan, Inc./DE

17,522

309,614

National Oilwell Varco, Inc.

6,997

303,670

Noble Energy, Inc.

8,628

304,396

Occidental Petroleum Corp.

3,405

284,930

ONEOK, Inc.

4,351

303,830

Phillips 66

2,509

281,786

Pioneer Natural Resources Co.

1,557

294,647

Schlumberger Ltd.

4,314

289,167

Valero Energy Corp.

2,422

268,430

5,442,838

Financials - 19.19%

Alexandria Real Estate Equities, Inc.

2,344

295,742

American Express Co.

2,949

289,002

American International Group, Inc.

5,481

290,603

American Tower Corp.

2,145

309,245

Apartment Investment & Management Co.

7,153

302,572

AvalonBay Communities, Inc.

1,775

305,105

Boston Properties, Inc.

2,422

303,767

Chubb Ltd.

2,255

286,430

Crown Castle International Corp.

2,894

312,031

Digital Realty Trust, Inc.

2,750

306,845

Duke Realty Corp.

10,397

301,825

Equinix, Inc.

752

323,277

Equity Residential

4,612

293,738

Essex Property Trust, Inc.

1,223

292,383

Extra Space Storage, Inc.

3,037

303,123

Federal Realty Investment Trust

2,459

311,186

GGP, Inc.

14,539

297,032

Hartford Financial Services Group, Inc.

5,629

287,811

HCP, Inc.

12,299

317,560

Iron Mountain, Inc.

8,603

301,191

KeyCorp

14,564

284,581

Kimco Realty Corp.

18,430

313,126

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

Annual Report | June 30, 201833

Shares

Fair Value

Financials - (continued)

Cognios Market Neutral Large Cap Fund


Schedule of Securities Sold Short (continued)June 30, 2018

M&T Bank Corp.

1,668

$

283,810

Macerich Co.

5,212

296,198

Mastercard, Inc. - Class A

1,467

288,295

Mid-America Apartment Communities, Inc.

3,119

313,990

Northern Trust Corp.

2,781

286,137

People’s United Financial, Inc.

15,504

280,467

Prologis, Inc.

4,476

294,028

Realty Income Corp.

5,593

300,847

Regency Centers Corp.

5,021

311,704

Regions Financial Corp.

15,484

275,306

SBA Communications Corp.

1,887

311,581

Simon Property Group, Inc.

1,802

306,682

SL Green Realty Corp.

2,995

301,087

UDR, Inc.

7,982

299,644

Ventas, Inc.

5,452

310,491

Vornado Realty Trust

4,140

306,029

Welltower, Inc.

5,186

325,110

Willis Towers Watson PLC

1,918

290,769

XL Group Ltd.

5,270

294,857

12,305,207

Industrials - 4.45%

CSX Corp.

4,581

292,176

Deere & Co.

1,882

263,104

FLIR Systems, Inc.

5,362

278,663

General Electric Co.

21,548

293,268

Harris Corp.

1,926

278,384

Martin Marietta Materials, Inc.

1,302

290,776

PerkinElmer, Inc.

3,818

279,592

Roper Technologies, Inc.

1,050

289,706

United Technologies Corp.

2,339

292,445

Vulcan Materials Co.

2,277

293,870

2,851,984

Technology - 4.83%

Adobe Systems, Inc.

1,169

285,014

ANSYS, Inc.

1,734

302,028

Broadcom, Inc.

1,125

272,970

DXC Technology Co.

3,489

281,248

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

34www.cogniosfunds.com

Cognios Market Neutral Large Cap Fund


Schedule of Securities Sold Short (continued)June 30, 2018

Shares

Fair Value

Technology - (continued)

Fidelity National Information Services, Inc.

2,780

$

294,763

MSCI, Inc.

1,786

295,458

Qorvo, Inc.

3,649

292,540

Red Hat, Inc.

1,712

230,041

Synopsys, Inc.

3,242

277,418

Take-Two Interactive Software, Inc.

2,618

309,866

Xerox Corp.

10,719

257,256

3,098,602

Utilities - 5.42%

Alliant Energy Corp.

7,534

318,839

American Water Works Co., Inc.

3,732

318,638

CenterPoint Energy, Inc.

11,721

324,789

Dominion Energy, Inc.

4,785

326,241

Duke Energy Corp.

4,030

318,692

Eversource Energy

5,487

321,593

FirstEnergy Corp.

8,909

319,922

NextEra Energy, Inc.

1,884

314,685

NiSource, Inc.

12,449

327,160

NRG Energy, Inc.

8,769

269,208

Pinnacle West Capital Corp.

3,975

320,226

3,479,993

 

TOTAL COMMON STOCK (Proceeds $43,028,763)

44,750,080

 

 

TOTAL SECURITIES SOLD SHORT (Proceeds $43,028,763)

$

44,750,080

 

Percentages are stated as a percent of net assets.

 

(a) Non-income producing security.

 

The following abbreviations are used in this portfolio:

Ltd. - Limited

PLC - Public Limited Company

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

Annual Report | June 30, 201835

Cognios Funds

Statements of Assets and LiabilitiesJune 30, 2018

Cognios Large Cap Value Fund

Cognios Large Cap Growth Fund

Cognios Market Neutral
Large Cap Fund

Assets:

Investments, at value

$24,487,982

$35,411,560

$77,659,072

Cash and cash equivalents

538,455

1,090,221

Segregated cash with broker

188,751

Deposits at broker for securities sold short

30,807,925

Due from adviser

9,139

Receivables:

Interest

188

400

5,868

Dividends

22,695

7,928

100,579

Fund shares sold

249,840

Investments sold

3,297,618

Prepaid expenses

4,207

3,188

20,373

Total assets

25,062,666

39,810,915

109,032,408

 

Liabilities:

Securities sold short, at value

44,750,080

Payables:

Dividends on securities sold short

66,059

Investment securities purchased

3,312,670

Fund shares redeemed

24

Due to adviser

11,118

41,088

Accrued distribution (12b-1) fees

5

2,012

4,050

Due to administrator

9,198

8,277

12,672

Accrued expenses

14,557

13,704

24,360

Total liabilities

23,760

3,347,781

44,898,333

Net Assets

$25,038,906

$36,463,134

$64,134,075

 

Sources of Net Assets:

Paid-in capital

$20,934,253

$32,656,133

$67,804,910

Undistributed (accumulated) net investment income (loss)

153,291

40,287

(81,501)

Undistributed accumulated net realized gain (loss) on investments and securities sold short

2,256,942

211,237

(5,322,494)

Net unrealized appreciation on investments and securities sold short

1,694,420

3,555,477

1,733,160

Total Net Assets (Unlimited shares of beneficial
interest authorized)

$25,038,906

$36,463,134

$64,134,075

 

Total Investments, at cost

$22,793,562

$31,856,083

$74,204,595

Total securities sold short, at proceeds

$

$

$43,028,763

 

Investor Class Shares:

Net assets

$24,808

$9,462,265

$19,771,031

Shares Outstanding (Unlimited shares of beneficial interest authorized)

2,425

729,056

1,917,731

Net Asset Value, Offering and Redemption Price Per Share

$10.23

$12.98

$10.31

 

Institutional Class Shares:

Net assets

$25,014,098

$27,000,869

$44,363,044

Shares Outstanding (Unlimited shares of beneficial interest authorized)

2,441,160

2,074,190

4,242,363

Net Asset Value, Offering and Redemption Price Per Share

$10.25

$13.02

$10.46

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

36www.cogniosfunds.com

Cognios Funds

Statements of OperationsJune 30, 2018

Cognios
Large Cap
Value Fund

Cognios
Large Cap
Growth Fund

Cognios
Market Neutral
Large Cap Fund

Cognios
Market Neutral
Large Cap Fund

For the
Year Ended
June 30, 2018

For the
Year Ended
June 30, 2018

For the
Period Ended
June 30, 2018
(a)

For the
Year Ended
September 30, 2017

Investment income:

Dividends (net of foreign withholding taxes
of $0, $701 and $0, respectively)

$597,538

$238,158

$1,207,478

$2,668,460

Interest

3,212

 

5,385

 

33,404

 

 

Total investment income

600,750

 

243,543

 

1,240,882

 

2,668,460

 

Expenses:

Advisory fees (Note 5)

199,993

142,553

683,067

1,725,602

Distribution (12b-1) fees - Investor Class

43

10,995

40,069

82,580

Accounting and transfer agent fees and expenses

101,524

74,782

148,941

220,618

Dividend expense on securities sold short

827,016

1,688,001

Interest expense

347,204

Legal fees

28,826

17,426

13,429

21,198

Compliance officer fees

18,000

18,000

15,521

20,848

Audit fees

11,583

11,583

12,083

19,600

Trustee fees and expenses

16,455

16,455

6,214

13,069

Pricing fees

14,477

4,780

4,920

Registration and filing fees

4,996

1,071

28,401

47,038

Custodian fees

8,485

8,364

7,538

20,442

Miscellaneous

12,064

11,454

16,834

10,591

Insurance

2,398

1,043

2,817

5,418

Reports to shareholders

751

 

751

 

7,861

 

14,697

 

Total expenses

419,595

319,257

1,814,711

4,236,906

Less: fees waived and expenses reimbursed by Adviser

(158,243

)

(99,798

)

(197,885

)

(168,157

)

Less: fees waived by administrator

 

(25,173

)

(2,500

)

 

Net expenses

261,352

 

194,286

 

1,614,326

  

4,068,749

 

Net investment income (loss)

339,398

 

49,257

 

(373,444

)

(1,400,289

)

Realized and unrealized gain (loss):

Net realized gain (loss) on:

Investments

2,639,173

311,366

5,644,817

14,135,646

In-kind redemptions

1,055,435

Securities sold short

 

 

(899,871

)

(22,476,064

)

Net realized gain (loss) on investments
and securities so
ld short

3,694,608

 

311,366

 

4,744,946

 

(8,340,418

)

Net change in unrealized appreciation (depreciation) on:

Investments

(56,729

)

3,382,689

2,877,292

(1,426,293

)

Securities sold short

 

 

(904,612

)

4,821,275

 

Net change in unrealized
appreci
ation (depreciation) on:

(56,729

)

3,382,689

 

1,972,680

 

3,394,982

 

Net realized and unrealized gain (loss) on investments
and securities sold short

3,637,879

 

3,694,055

 

6,717,626

 

(4,945,436

)

Net increase (decrease) in net assets resulting
from operations

$3,977,277

 

$3,743,312

 

$6,344,182

 

$(6,345,725

)

(a)Represents the period from October 1, 2017 through June 30, 2018.

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

Annual Report | June 30, 201837

Cognios Funds

Statement of Cash FlowsFor the Period Ended June 30, 2018(a)

Cognios
Market Neutral
Large Cap Fund

Increase (decrease) in cash:

Cash flows from operating activities:

Net increase in net assets from operations

$6,344,182

Adjustments to reconcile net decrease in net assets from operations to net cash provided from operating activities:

Purchase of investment securities

(78,626,190

)

Proceeds from disposition of investment securities

87,873,138

Purchases of short—term investment securities, net

(1,097,088

)

Decrease in segregated cash with brokers

17,376

Decrease in deposits with brokers for securities sold short

8,715,728

Decrease in interest receivable

(5,868

)

Decrease in dividends receivable

(4,496

)

Decrease in prepaid expenses

(12,824

)

Proceeds from securities sold short

46,765,945

Payments to cover securities sold short

(58,853,329

)

Decrease in payable for dividends on securities sold short

(36,237

)

Increase in accrued expenses

(72,819

)

Net unrealized depreciation on investment securities and securities sold short

(1,972,680

)

Net realized loss on investment securities

(4,744,946

)

Net cash provided from operating activities

4,289,892

 

 

Cash flows from financing activities:

Proceeds from Fund shares sold

11,659,253

Payment on Fund shares redeemed

(15,949,145

)

Net cash used in financing activities

(4,289,892

)

 

Net increase in cash

$

 

Cash:

Beginning of year

$

 

End of year

 

 

Supplemental disclosure of cash flow information:

Noncash financing activities not included herein consist of an increase in receivable for fund shares sold of $219,068 and a decrease in payable for Fund shares redeemed of $7,493.

(a)Represents the period from October 1, 2017 through June 30, 2018.

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

38www.cogniosfunds.com

Cognios Funds

Statements of Changes in Net AssetsJune 30, 2018

Cognios Large Cap Value Fund

For the
Year Ended
June 30, 2018

For the
Period Ended
June 30, 2017
(a)

Increase (decrease) in net assets from:

Operations:

Net investment income

$ 339,398

$ 238,796

Net realized gain on investments

3,694,608

163,064

Net change in unrealized appreciation (depreciation) on investments

(56,729)

1,751,149

Net increase in net assets resulting from operations 

3,977,277

2,153,009

 

Distributions to shareholders from:

Net investment income - Investor Class

(256)

(1)

Net investment income - Institutional Class

(393,869)

(30,777)

Net realized capital gains - Investor Class

(2,618)

Net realized capital gains - Institutional Class

(3,647,389)

Total distributions

(4,044,132)

(30,778)

 

Capital share transactions (Note 3):

Increase (decrease) in net assets from capital share transactions

(15,420,158)

38,353,688

 

Increase (decrease) in net assets

(15,487,013)

40,475,919

 

Net Assets:

Beginning of period (Note 1)

40,525,919

50,000

 

End of period

$ 25,038,906

$ 40,525,919

Undistributed net investment income

$ 153,291

$ 208,018

(a) The Cognios Large Cap Value Fund commenced operations on October 3, 2016.

 

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

Annual Report | June 30, 201839

Cognios Funds

Statements of Changes in Net AssetsJune 30, 2018

Cognios Large Cap Growth Fund

For the
Year Ended
June 30, 2018

For the
Period Ended
June 30, 2017
(a)

Increase (decrease) in net assets from:

Operations:

Net investment income

$ 49,257

$ 15,110

Net realized gain on investments

311,366

238,124

Net change in unrealized appreciation on investments

3,382,689

172,788

Net increase in net assets resulting from operations 

3,743,312

426,022

 

Distributions to shareholders from:

Net investment income - Investor Class

(339)

(4)

Net investment income - Institutional Class

(20,271)

(2,884)

Net realized capital gains - Investor Class

(9,500)

Net realized capital gains - Institutional Class

(463,600)

Total distributions

(493,710)

(2,888)

 

Capital share transactions (Note 3):

Increase in net assets from capital share transactions

28,255,598

4,484,800

 

Increase in net assets

31,505,200

4,907,934

 

Net Assets:

Beginning of period (Note 1)

4,957,934

50,000

 

End of period

$ 36,463,134

$ 4,957,934

Undistributed net investment income

$ 40,287

$ 12,222

(a) The Cognios Large Cap Growth Fund commenced operations on October 3, 2016.

 

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

40www.cogniosfunds.com

Cognios Funds

Statements of Changes in Net AssetsJune 30, 2018

Cognios Market Neutral Large Cap Fund

For the
Period Ended
June 30, 2018
(a)

For the
Year Ended
September 30, 2017

For the
Year Ended
September 30, 2016

Increase (decrease) in net assets from:

Operations:

Net investment loss

$ (373,444)

$ (1,400,289)

$ (1,100,414)

Net realized gain (loss) on investments and securities sold short

4,744,946

(8,340,418)

2,060,468

Net change in unrealized appreciation (depreciation) on investments and securities sold short

1,972,680

3,394,982

(4,313,673)

Net increase in net assets resulting from operations 

6,344,182

(6,345,725)

(3,353,619)

 

Distributions to shareholders from:

Net realized capital gains - Investor Class

(651,783)

(35,903)

Net realized capital gains - Institutional Class

(1,426,049)

(58,099)

Total distributions

(2,077,832)

(94,002)

 

Capital share transactions (Note 3):

Decrease in net assets from capital share transactions

(4,063,331)

(87,001,769)

144,071,360

 

Increase (decrease) in net assets

2,280,851

(95,425,326)

140,623,739

 

Net Assets:

Beginning of period (Note 1)

61,853,224

157,278,550

16,654,811

 

End of period

$ 64,134,075

$ 61,853,224

$ 157,278,550

Accumulated net investment loss

$ (81,501)

$ (675,014)

$

(a) Represents the period from October 1, 2017 through June 30, 2018.

 

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

Annual Report | June 30, 201841

Cognios Funds

Financial HighlightsJune 30, 2018

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

Cognios Large Cap Value Fund

Investor Class

For the
Year Ended
June 30, 2018

For the
Period Ended
June 30, 2017
(a)

Net Asset Value, Beginning of Period

$ 10.79

$ 10.00

 

Investment Operations:

Net investment income

0.12

0.04

Net realized and unrealized gain on investments

1.29

0.75

Total from investment operations

1.41

0.79

 

Distributions:

From net investment income

(0.18

)

0.00

(b)

From net realized capital gains

(1.79

)

Total distributions

(1.97

)

0.00

 

Net Asset Value, End of Period

$ 10.23

$ 10.79

 

Total Return(c)

13.58%

7.92%

(d)

 

Ratios/Supplemental Data

Net assets, end of period (in 000’s)

$ 25

$ 11

 

Ratio of expenses to average net assets:

Before fees waived and expenses reimbursed

1.62%

1.52%

(e)

After fees waived and expenses reimbursed

1.10%

1.10%

(e)

 

Ratio of net investment income:

After fees waived and expenses reimbursed

0.85%

0.79%

(e)

 

Portfolio turnover rate

84%

24%

(d)

(a)The Cognios Large Cap Value Fund commenced operations on October 3, 2016.

(b)Net investment income distributed by the Investor Class was less than $0.005 per share during the period ended June 30, 2017.

(c)Total Return represents the rate that the investor would have earned or lost on an investment in the Fund’s Investor Class, assuming reinvestment of dividends, if any.

(d) Not annualized.

(e) Annualized.

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

42www.cogniosfunds.com

Cognios Funds

Financial Highlights (continued)June 30, 2018

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

Cognios Large Cap Value Fund

Institutional Class

For the
Year Ended
June 30, 2018

For the
Period Ended
June 30, 2017
(a)

Net Asset Value, Beginning of Period

$ 10.80

$ 10.00

 

Investment Operations:

Net investment income

0.20

0.06

Net realized and unrealized gain on investments

1.23

0.75

Total from investment operations

1.43

0.81

 

Distributions:

From net investment income

(0.19

)

(0.01

)

From net realized capital gains

(1.79

)

Total distributions

(1.98

)

(0.01

)

 

Net Asset Value, End of Period

$ 10.25

$ 10.80

 

Total Return(b)

13.87%

8.09%

(c)

 

Ratios/Supplemental Data

Net assets, end of period (in 000’s)

$ 25,014

$ 40,514

 

Ratio of expenses to average net assets:

Before fees waived and expenses reimbursed

1.37%

1.27%

(d)

After fees waived and expenses reimbursed

0.85%

0.85%

(d)

 

Ratio of net investment income:

After fees waived and expenses reimbursed

1.10%

1.04%

(d)

 

Portfolio turnover rate

84%

24%

(c)

(a)The Cognios Large Cap Value Fund commenced operations on October 3, 2016.

(b)Total Return represents the rate that the investor would have earned or lost on an investment in the Fund’s Institutional Class, assuming reinvestment of dividends, if any.

(c)Not annualized.

(d)Annualized.

 

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

Annual Report | June 30, 201843

Cognios Funds

Financial Highlights (continued)June 30, 2018

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

Cognios Large Cap Growth Fund

Investor Class

For the
Year Ended
June 30, 2018

For the
Period Ended
June 30, 2017
(a)

Net Asset Value, Beginning of Period

$ 11.19

$ 10.00

 

Investment Operations:

Net investment income

0.03

0.02

Net realized and unrealized gain on investments

2.83

1.18

Total from investment operations

2.86

1.20

 

Distributions:

From net investment income

(0.04

)

(0.01

)

From net realized capital gains

(1.03

)

Total distributions

(1.07

)

(0.01

)

 

Net Asset Value, End of Period

$ 12.98

$ 11.19

 

Total Return(b)

26.50%

11.98%

(c)

 

Ratios/Supplemental Data

Net assets, end of period (in 000’s)

$ 9,462

$ 10

 

Ratio of expenses to average net assets:

Before fees waived and expenses reimbursed

1.76%

3.42%

(d)

After fees waived and expenses reimbursed

1.15%

1.15%

(d)

 

Ratio of net investment income (loss):

After fees waived and expenses reimbursed

0.04%

0.30%

(d)

 

Portfolio turnover rate

221%

286%

(c)

(a)The Cognios Large Cap Growth Fund commenced operations on October 3, 2016.

(b)Total Return represents the rate that the investor would have earned or lost on an investment in the Fund’s Investor Class, assuming reinvestment of dividends, if any.

(c)Not annualized.

(d)Annualized.

 

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

44www.cogniosfunds.com

Cognios Funds

Financial Highlights (continued)June 30, 2018

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

Cognios Large Cap Growth Fund

Institutional Class

For the
Year Ended
June 30, 2018

For the
Period Ended
June 30, 2017
(a)

Net Asset Value, Beginning of Period

$ 11.20

$ 10.00

 

Investment Operations:

Net investment income

0.04

0.04

Net realized and unrealized gain on investments

2.86

1.17

Total from investment operations

2.90

1.21

 

Distributions:

From net investment income

(0.05

)

(0.01

)

From net realized capital gains

(1.03

)

Total distributions

(1.08

)

(0.01

)

 

Net Asset Value, End of Period

$ 13.02

$ 11.20

 

Total Return(b)

26.84%

12.14%

(c)

 

Ratios/Supplemental Data

Net assets, end of period (in 000’s)

$ 27,001

$ 4,948

 

Ratio of expenses to average net assets:

Before fees waived and expenses reimbursed

1.51%

3.17%

(d)

After fees waived and expenses reimbursed

0.90%

0.90%

(d)

 

Ratio of net investment income (loss):

After fees waived and expenses reimbursed

0.29%

0.55%

(d)

 

Portfolio turnover rate

221%

286%

(c)

(a)The Cognios Large Cap Growth Fund commenced operations on October 3, 2016.

(b)Total Return represents the rate that the investor would have earned or lost on an investment in the Fund’s Institutional Class, assuming reinvestment of dividends, if any.

(c)Not annualized.

(d)Annualized.

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

Annual Report | June 30, 201845

Cognios Funds

Financial Highlights (continued)June 30, 2018

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

Cognios Market Neutral Large Cap Fund

Investor Class

For the
Period Ended
June 30, 2018
(b)

For the
Year Ended
September 30, 2017

For the
Year Ended
September 30, 2016

Net Asset Value, Beginning of Year/Period

$ 9.32

$ 9.93

$ 9.68

Investment Operations:

Net investment income(c)

(0.08

)

(0.13

)

(0.15

)

Net realized and unrealized gain on investments

1.07

(0.33

)

0.45

Total from investment operations

0.99

(0.46

)

0.30

Distributions:

From net investment income

From net realized capital gains

(0.15

)

(0.05

)

Total distributions

(0.15

)

(0.05

)

Net Asset Value, End of Year/Period

$ 10.31

$ 9.32

$ 9.93

Total Return(d)

10.62%

(e)

(4.65)%

3.15%

Ratios/Supplemental Data

Net assets, end of year/period (in 000’s)

$ 19,771

$ 22,997

$ 43,779

Ratios to average net assets (including interest expense and dividends on securities sold short):

Expenses before fees waived and expenses reimbursed

4.09%

(f)

3.87%

4.07%

Expenses after fees waived and expenses reimbursed

3.66%

(f) (i)

3.72%

3.80%

Net investment loss after fees waived and expenses reimbursed

(0.98)%

(f)

(1.42)%

(1.53)%

Ratios to average net assets (excluding interest expense and dividends on securities sold short):

Expenses before fees waived and expenses reimbursed

2.30%

(f)

2.10%

2.22%

Expenses after fees waived and expenses reimbursed

1.87%

(f) (i)

1.95%

1.95%

Net investment income (loss) after fees waived and expenses reimbursed

0.81%

(f)

0.35%

0.32%

Portfolio turnover rate

104%

(e)

277%

250%

(a)The Cognios Market Neutral Large Cap Fund commenced operations on January 2, 2013.

(b)Represents the period from October 1, 2017 through June 30, 2018.

(c)Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the year/period.

(d)Total Return represents the rate that the investor would have earned or lost on an investment in the Fund’s Investor Class, assuming reinvestment of dividends, if any.

(e)Not annualized.

(f)Annualized.

(g)Contractual expense limitation changed from 2.25% to 1.95% effective April 1, 2015.

(h)During the year ended September 30, 2015, 0.31% of the Fund’s total return consists of a voluntary reimbursement by the adviser for a realized investment loss. Excluding this item, total return would have been 4.16%.

(i)Contractual expense limitation changed from 1.95% to 1.70% effective May 5, 2018.

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

46www.cogniosfunds.com

Cognios Funds

Financial Highlights (continued)June 30, 2018

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

Cognios Market Neutral Large Cap Fund

Investor Class

For the
Year Ended
September 30, 2015

For the
Year Ended
September 30, 2014

For the
Period Ended
September 30, 2013
(a)

Net Asset Value, Beginning of Year/Period

$ 10.77

$ 9.93

$ 10.00

Investment Operations:

Net investment income(c)

(0.20

)

(0.17

)

(0.12

)

Net realized and unrealized gain on investments

0.60

1.35

0.05

Total from investment operations

0.40

1.18

(0.07

)

Distributions:

From net investment income

From net realized capital gains

(1.49

)

(0.34

)

Total distributions

(1.49

)

(0.34

)

Net Asset Value, End of Year/Period

$ 9.68

$ 10.77

$ 9.93

Total Return(d)

4.47%

(h)

12.12%

(0.70)%

(e)

Ratios/Supplemental Data

Net assets, end of year/period (in 000’s)

$ 6,253

$ 5,699

$ 5,067

Ratios to average net assets (including interest expense and dividends on securities sold short):

Expenses before fees waived and expenses reimbursed

6.06%

6.16%

6.27%

(f)

Expenses after fees waived and expenses reimbursed

4.12%

(g)

4.26%

4.13%

(f)

Net investment loss after fees waived and expenses reimbursed

(2.06)%

(1.71)%

(1.69)%

(f)

Ratios to average net assets (excluding interest expense and dividends on securities sold short):

Expenses before fees waived and expenses reimbursed

4.04%

4.15%

4.38%

(f)

Expenses after fees waived and expenses reimbursed

2.10%

(g)

2.25%

2.25%

(f)

Net investment income (loss) after fees waived and expenses reimbursed

(0.04)%

0.30%

0.19%

(f)

Portfolio turnover rate

291%

461%

155%

(e)

(a)The Cognios Market Neutral Large Cap Fund commenced operations on January 2, 2013.

(b)Represents the period from October 1, 2017 through June 30, 2018.

(c)Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the year/period.

(d)Total Return represents the rate that the investor would have earned or lost on an investment in the Fund’s Investor Class, assuming reinvestment of dividends, if any.

(e)Not annualized.

(f)Annualized.

(g)Contractual expense limitation changed from 2.25% to 1.95% effective April 1, 2015.

(h)During the year ended September 30, 2015, 0.31% of the Fund’s total return consists of a voluntary reimbursement by the adviser for a realized investment loss. Excluding this item, total return would have been 4.16%.

(i)Contractual expense limitation changed from 1.95% to 1.70% effective May 5, 2018.

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

Annual Report | June 30, 201847

Cognios Funds

Financial Highlights (continued)June 30, 2018

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

Cognios Market Neutral Large Cap Fund

Institutional Class

For the
Period Ended
June 30, 2018
(b)

For the
Year Ended
September 30, 2017

For the
Year Ended
September 30, 2016

Net Asset Value, Beginning of Year/Period

$ 9.44

$ 10.02

$ 9.76

Investment Operations:

Net investment income(c)

(0.05

)

(0.11

)

(0.13

)

Net realized and unrealized gain on investments

1.07

(0.32

)

0.44

Total from investment operations

1.02

(0.43

)

0.31

Distributions:

From net investment income

From net realized capital gains

(0.15

)

(0.05

)

Total distributions

(0.15

)

(0.05

)

Net Asset Value, End of Year/Period

$ 10.46

$ 9.44

$ 10.02

Total Return(d)

10.81%

(e)

(4.31)%

3.23%

Ratios/Supplemental Data

Net assets, end of year/period (in 000’s)

$ 44,363

$ 38,856

$ 113,499

Ratios to average net assets (including interest expense and dividends on securities sold short):

Expenses before fees waived and expenses reimbursed

3.84%

(f)

3.62%

3.83%

Expenses after fees waived and expenses reimbursed

3.41%

(f) (i)

3.47%

3.55%

Net investment loss after fees waived and expenses reimbursed

(0.73)%

(f)

(1.14)%

(1.30)%

Ratios to average net assets (excluding interest expense and dividends on securities sold short):

Expenses before fees waived and expenses reimbursed

2.05%

(f)

1.85%

1.98%

Expenses after fees waived and expenses reimbursed

1.62%

(f) (i)

1.70%

1.70%

Net investment income after fees waived and expenses reimbursed

1.06%

(f)

0.63%

0.55%

Portfolio turnover rate

104%

(e)

277%

250%

(a)The Cognios Market Neutral Large Cap Fund commenced operations on January 2, 2013.

(b)Represents the period from October 1, 2017 through June 30, 2018.

(c)Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the year/period.

(d)Total Return represents the rate that the investor would have earned or lost on an investment in the Fund’s Institutional Class, assuming reinvestment of dividends, if any.

(e)Not annualized.

(f)Annualized.

(g)Contractual expense limitation changed from 2.00% to 1.70% effective April 1, 2015.

(h)During the year ended September 30, 2015, 0.33% of the Fund’s total return consists of a voluntary reimbursement by the adviser for a realized investment loss. Excluding this item, total return would have been 4.16%.

(i)Contractual expense limitation changed from 1.70% to 1.45% effective May 5, 2018.

 

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

48www.cogniosfunds.com

Cognios Funds

Financial Highlights (continued)June 30, 2018

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

Cognios Market Neutral Large Cap Fund

Institutional Class

For the
Year Ended
September 30, 2015

For the
Year Ended
September 30, 2014

For the
Period Ended
September 30, 2013
(a)

Net Asset Value, Beginning of Year/Period

$ 10.82

$ 9.95

$ 10.00

Investment Operations:

Net investment income(c)

(0.18

)

(0.14

)

(0.10

)

Net realized and unrealized gain on investments

0.61

1.35

0.05

Total from investment operations

0.43

1.21

(0.05

)

Distributions:

From net investment income

From net realized capital gains

(1.49

)

(0.34

)

Total distributions

(1.49

)

(0.34

)

Net Asset Value, End of Year/Period

$ 9.76

$ 10.82

$ 9.95

Total Return(d)

4.77%

(h)

12.41%

(0.50)%

(e)

Ratios/Supplemental Data

Net assets, end of year/period (in 000’s)

$ 10,402

$ 8,907

$ 6,128

Ratios to average net assets (including interest expense and dividends on securities sold short):

Expenses before fees waived and expenses reimbursed

5.81%

5.45%

6.02%

(f)

Expenses after fees waived and expenses reimbursed

3.86%

(g)

4.01%

3.88%

(f)

Net investment loss after fees waived and expenses reimbursed

(1.80)%

(1.37)%

(1.42)%

(f)

Ratios to average net assets (excluding interest expense and dividends on securities sold short):

Expenses before fees waived and expenses reimbursed

3.79%

3.43%

4.13%

(f)

Expenses after fees waived and expenses reimbursed

1.84%

(g)

2.00%

2.00%

(f)

Net investment income after fees waived and expenses reimbursed

0.21%

0.65%

0.46%

(f)

Portfolio turnover rate

291%

461%

155%

(e)

(a)The Cognios Market Neutral Large Cap Fund commenced operations on January 2, 2013.

(b)Represents the period from October 1, 2017 through June 30, 2018.

(c)Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the year/period.

(d)Total Return represents the rate that the investor would have earned or lost on an investment in the Fund’s Institutional Class, assuming reinvestment of dividends, if any.

(e)Not annualized.

(f)Annualized.

(g)Contractual expense limitation changed from 2.00% to 1.70% effective April 1, 2015.

(h)During the year ended September 30, 2015, 0.33% of the Fund’s total return consists of a voluntary reimbursement by the adviser for a realized investment loss. Excluding this item, total return would have been 4.16%.

(i)Contractual expense limitation changed from 1.70% to 1.45% effective May 5, 2018.

 

Annual Report | June 30, 201849

Cognios Funds

Notes to the Financial StatementsJune 30, 2018

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The Cognios Large Cap Value Fund (the “Value Fund”), the Cognios Large Cap Growth Fund (the “Growth Fund”) and Cognios Market Neutral Large Cap Fund (the “Market Neutral Fund”), (collectively, the “Funds”) are each a series of M3Sixty Funds Trust (the “Trust”). The Trust was organized on May 29, 2015 as a Delaware statutory trust. The Trust is registered as an open-end management investment company under the Investment Company Act of 1940 (the “1940 Act”). Pursuant to a reorganization that took place on May 7, 2018, the Market Neutral Fund is a successor by merger to a series of ALPS Series Trust (the “Predecessor Fund”).

The Value Fund’s and the Growth Fund’s investment objectives are long-term growth of capital. The investment objective of the Market Neutral Fund is long-term growth of capital independent of stock market direction. The Value Fund and the Growth Fund are non-diversified Funds. As non-diversified Funds, they may invest a significant portion of their assets in a small number of companies. The Market Neutral Fund is a diversified Fund. The Funds’ investment adviser is Cognios Capital, LLC (the “Adviser”).

The Funds each have two classes of shares, Investor Class Shares and Institutional Class Shares. The Value and the Growth Fund’s Investor Class Shares and Institutional Class Shares commenced operations on October 3, 2016. The Market Neutral Fund’s Investor Class Shares and Institutional Class Shares commenced operations on January 2, 2013.

Income and realized/unrealized gains or losses are allocated to each class of each Fund on the basis of the net asset value of each class in relation to the net asset value of its Fund.

The following is a summary of the significant accounting policies followed by the Funds in the preparation of their financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Funds are investment companies that follow the accounting and reporting guidance of FASB Accounting Standards Codification Topic 946 applicable to investment companies.

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

b)Federal Income Taxes – The Funds have qualified and intend to continue to qualify as regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). It is the policy of the Funds to comply with the requirements of the Code applicable to regulated investment companies and to distribute substantially all of their net investment company taxable income and net capital gains. Therefore, no provision for federal income taxes is required. The Funds recognize tax benefits of certain tax positions only where the position is more-likely-than-not to be sustained assuming examination by tax authorities.

Management has analyzed each Fund’s tax positions taken on all open tax years (tax year ended June 30, 2017 for the Value Fund and Growth Fund and for the years ended September 30, 2015, September 30, 2016 and September 30, 2017 for the Market Neutral Fund) and expected to be taken as of and during the year ended June 30, 2018, and has concluded that the Funds did not have a liability for any unrecognized tax benefits. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statements of operations. During the year ended June 30, 2018, the Funds did not incur any interest or penalties. The Funds identify their major tax jurisdictions as U.S. Federal and Delaware state.

 

50www.cogniosfunds.com

Cognios Funds

Notes to the Financial StatementsJune 30, 2018

c)Cash and Cash Equivalents – Cash is held with a financial institution. The assets of the Funds may be placed in deposit accounts at U.S. banks and such deposits generally exceed Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The FDIC insures deposit accounts up to $250,000 for each account holder. The counterparty is generally a single bank rather than a group of financial institutions; thus there may be a greater counterparty credit risk. The Funds place deposits only with those counterparties which are believed to be creditworthy.

d)Distributions to Shareholders – Dividends from net investment income and distributions of net realized capital gains, if any, will be declared and paid at least annually. Income and capital gain distributions, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. GAAP requires that permanent financial reporting differences relating to shareholder distributions be reclassified to paid-in capital or net realized gains. There were no reclassifications made during the year ended June 30, 2018.

e)Short Sales – The Market Neutral Fund may make short sales of securities consistent with its strategies. A short sale is a transaction in which the Fund sells a security it does not own in anticipation that the market price of that security will decline.

When the Market Neutral Fund makes a short sale, it must borrow the security sold short and deliver a security equal in value to the security sold short to the broker-dealer through which it made the short sale as collateral for its obligation to deliver the security upon conclusion of the sale. The Market Neutral Fund may have to pay a fee to borrow particular securities and is often obligated to pay over any accrued interest and dividends on such borrowed securities.

If the price of the security sold short increases between the time of the short sale and the time that the Market Neutral Fund replaces the borrowed security, the Market Neutral Fund will incur a loss; conversely, if the price declines, the Market Neutral Fund will realize a capital gain. Any gain will be decreased, and any loss increased, by the transaction costs described above. The successful use of short selling may be adversely affected by imperfect correlation between movements in the price of the security sold short and the securities being hedged.

To the extent that the Market Neutral Fund engages in short sales, it will provide collateral to the broker-dealer and (except in the case of short sales “against the box”) will maintain additional asset coverage in the form of segregated or “earmarked” assets that the Adviser determines to be liquid in accordance with procedures established by the Board and that is equal to the current market value of the securities sold short until the Market Neutral Fund replaces the borrowed security. A short sale is “against the box” to the extent that the Market Neutral Fund contemporaneously owns, or has the right to obtain at no added cost, securities identical to those sold short. The Market Neutral Fund may engage in short selling to the extent permitted by the federal securities laws and rules and interpretations thereunder. To the extent the Market Neutral Fund engages in short selling in foreign (non-U.S.) jurisdictions, the Market Neutral Fund will do so to the extent permitted by the laws and regulations of such jurisdiction.

g)Expenses – Expenses incurred by the Trust that do not relate to a specific Fund of the Trust may be allocated equally across the Funds, or to the individual Funds based on each Fund’s relative net assets or another basis (as determined by the Board), whichever method is deemed appropriate as stated in the Trust’s expense allocation policy. Expenses incurred specific to a particular Fund are allocated entirely to that Fund.

 

Annual Report | June 30, 201851

Cognios Funds

Notes to the Financial StatementsJune 30, 2018

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

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

2. INVESTMENT VALUATIONS

Processes and Structure

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

Hierarchy of Fair Value Inputs

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

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.

Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates, and similar data.

Level 3 – Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the Funds’ own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based on the best information available.

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

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

 

52www.cogniosfunds.com

Cognios Funds

Notes to the Financial StatementsJune 30, 2018

Fair Value Measurements

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

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

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

The following table summarizes the inputs used to value the Funds’ assets and liabilities measured at fair value as of June 30, 2018:

Categories(a)

Level 1

Level 2

Level 3

Total

Value Fund:

Assets:

Common Stock(b)

$ 24,487,982

$ 24,487,982

Total Investments in Securities

$ 24,487,982

$ 24,487,982

Growth Fund:

Assets:

Common Stock(b)

$ 35,411,560

$ 35,411,560

Total Investments in Securities

$ 35,411,560

$ 35,411,560

Market Neutral Fund:

Assets:

Common Stock(b)

$ 76,398,167

$ 76,398,167

Short-Term Investments

1,260,905

1,260,905

Total Investments in Securities

77,659,072

77,659,072

Liabilities:

Common Stock(b)

$ 44,750,080

$ 44,750 080

Total Securities Sold Short(b)

$ 44,750,080

$ 44,750 080

(a)As of and during the year ended June 30, 2018, the Funds held no securities that were considered to be “Level 3” securities (those valued using significant unobservable inputs). Therefore, a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value is not applicable.

(b)All common stock held in the Funds are Level 1 securities. For a detailed break-out of common stock by industry, please refer to the Schedules of Investments and Schedule of Securities Sold Short.

 

Annual Report | June 30, 201853

Cognios Funds

Notes to the Financial StatementsJune 30, 2018

The Funds recognize transfers, if any, between fair value hierarchy levels at the reporting period end. There were no transfers between levels during the year ended June 30, 2018.

3. CAPITAL SHARE TRANSACTIONS

Transactions in shares of capital stock during the year ended June 30, 2018 for the Value Fund and the Growth Fund, and during the nine-month period ended June 30, 2018 for the Market Neutral Fund were as follows:

Value Fund:

Sold

 

Redeemed

 

Reinvested

 

Net Increase
(Decrease)

Investor Class Shares

Shares

1,270

(184

)

279

1,365

Value

$13,350

$(2,028

)

$2,775

$14,097

Institutional Class Shares

Shares

30,211

(1,748,424

)(a)

406,565

(1,311,648

)

Value

$334,137

$(19,809,651

)(a)

$4,041,259

$(15,434,255

)

Growth Fund:

Sold

 

Redeemed

 

Reinvested

 

Net Increase

Investor Class Shares

Shares

786,139

(58,604

)

657

728,192

Value

$9,591,017

$(731,930

)

$7,747

$8,866,834

Institutional Class Shares

Shares

1,603,413

(11,755

)

40,760

1,632,418

Value

$19,049,787

$(142,392

)

$481,369

$19,388,764

Market Neutral Fund:

Sold

 

Redeemed

 

Reinvested

 

Net Increase
(Decrease)

Investor Class Shares

Shares

331,568

(881,260

)

(549,692

)

Value

$3,262,766

$(8,737,347

)

$

$(5,474,581

)

Institutional Class Shares

Shares

849,123

(724,243

)

124,880

Value

$8,615,555

$(7,204,305

)

$

$1,411,250

(a)Represents an in-kind redemption paid on November 13, 2017, which represented 46.21% of the Value Fund’s net assets. A pro-rata portion of the Value Fund’s portfolio investments were transferred as payment of the in-kind redemption per procedures adopted by the Trust’s Board of Trustees.

 

54www.cogniosfunds.com

Cognios Funds

Notes to the Financial StatementsJune 30, 2018

Transactions in shares of capital stock for the Value Fund and the Growth Fund during the period from October 3, 2016 (commencement of operations) through June 30, 2017, and for the Market Neutral Fund during the year ended September 30, 2017 were as follows:

Value Fund:

Contributions
In-Kind

 

Sold

 

Redeemed

 

Reinvested*

 

Net Increase

Investor Class Shares

Shares

560

560

Value

$

$6,000

$

$1

$6,001

Institutional Class Shares

Shares

3,655,631

89,725

(4

)

2,956

3,748,308

Value

$37,397,104

$919,847

$(41

)

$30,777

$38,347,687

Growth Fund:

Contributions
In-Kind

 

Sold

 

Redeemed

 

Reinvested*

 

Net Increase

Investor Class Shares

Shares

364

364

Value

$

$4,000

$

$4

$4,004

Institutional Class Shares

Shares

148,562

288,432

278

437,272

Value

$1,485,622

$2,992,289

$

$2,885

$4,480,796

Market Neutral Fund:

Contributions
In-Kind

 

Sold

 

Redeemed

 

Reinvested*

 

Net Decrease

Investor Class Shares

Shares

1,444,959

(3,454,438

)

66,044

(1,943,435

)

Value

$

$13,810,913

$(32,642,780

)

$630,723

$(18,201,144

)

Institutional Class Shares

Shares

2,715,596

(10,064,766

)

140,000

(7,209,170

)

Value

$

$26,032,387

$(96,184,014

)

$1,351,002

$(68,800,625

)

*Dividend reinvestments were 0.108 shares for the Value Fund’s Investor Class Shares and 0.355 shares for the Growth Fund’s Investor Class Shares.

 

 

Annual Report | June 30, 201855

Cognios Funds

Notes to the Financial StatementsJune 30, 2018

Transactions in shares of capital stock for the Market Neutral Fund during the year ended September 30, 2016 were as follows:

Market Neutral Fund:

Contributions
In-Kind

 

Sold

 

Redeemed

 

Reinvested*

 

Net Decrease

Investor Class Shares

Shares

6,180,973

(2,419,405

)

3,666

3,765,234

Value

$

$63,300,469

$(24,373,872

)

$35,674

$38,962,271

Institutional Class Shares

Shares

11,428,697

(1,173,940

)

5,642

10,260,399

Value

$

$117,037,344

$(11,983,550

)

$55,295

$105,109,089

4. INVESTMENT TRANSACTIONS

For the year ended June 30, 2018 for the Value Fund and the Growth Fund, and for the nine month period ended June 30, 2018 for the Market Neutral Fund, aggregate purchases and sales of investment securities (excluding short-term investments) were as follows:

Fund

Purchases

 

Sales
(Long-Term)

 

Sales
(In-kind)

Value Fund

$26,210,867

$25,401,449

$19,809,651

Growth Fund

71,566,591

44,612,923

Market Neutral Fund

78,625,926

87,873,138

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

5. ADVISORY FEES AND OTHER RELATED PARTY TRANSACTIONS

The Funds have entered into an Investment Advisory Agreement (the “Advisory Agreement”) with the Adviser. Pursuant to the Advisory Agreement, the Adviser manages the operations of the Funds and manages the Funds’ investments in accordance with the stated policies of the Funds. As compensation for the investment advisory services provided to the Funds, the Adviser receives a monthly management fee equal to an annual rate of each Fund’s net assets as follows:

Fund

Management
Fee Rate

 

Management
Fees Accrued

Value Fund

0.65%

$199,993

Growth Fund

0.70%

142,553

Market Neutral Fund*

1.40%

683,067

*Prior to the reorganization, the Predecessor Fund paid the Adviser a fee of 1.50% based on the Fund’s average daily net assets.

 

56www.cogniosfunds.com

Cognios Funds

Notes to the Financial StatementsJune 30, 2018

The Adviser and the Funds have entered into an Expense Limitation Agreement (“Expense Agreements”) under which the Adviser has agreed to waive or reduce its fees and to assume other expenses of each Fund, if necessary, in an amount that limits annual operating expenses (exclusive of interest, taxes, brokerage fees and commissions, other expenditures that are capitalized in accordance with generally accepted accounting principles, acquired fund fees and expenses, shareholder servicing fees, extraordinary expenses, dividend and interest expenses in connection with securities sold short and payments, if any, under the Rule 12b-1 Plan) to not more than the following average daily net assets of each of the Funds through October 31, 2018 for the Value Fund and the Growth Fund and through October 31, 2020 for the Market Neutral Fund:

Fund

Expense
Limitation

 

Management
Fees Waived

 

Expenses
Reimbursed

Value Fund

0.85%

$158,243

$

Growth Fund

0.90%

99,798

Market Neutral Fund**

1.45%

197,885

**Prior to the reorganization, the Adviser has agreed contractually to reduce the fees payable to it under the Advisory Agreement with the Predecessor Fund (but not below zero) and/or reimburse other expenses of the Predecessor Fund attributable to services provided by the Predecessor Fund’s administrator and its affiliates to the extent necessary to limit the Total Annual Fund Operating Expenses of each of the Investor Class and Institutional Class shares of the Predecessor Fund (exclusive of brokerage costs, interest, taxes, dividends, litigation expenses, indemnification amounts, borrowing costs, brokerage expenses and dividend expenses on securities sold short, distribution/12b-1 fees and extraordinary expenses) to 1.70% of the Predecessor Fund’s average annual net assets.

Subject to approval by the Funds’ Board of Trustees, any waiver or reimbursement under the Expense Limitation Agreement is subject to repayment by the Funds within the three fiscal years following the date of such waiver provided that the Funds are able to make the repayment without exceeding the expense limitation in place at the time of the waiver or reimbursement and at the time the waiver or reimbursement is recouped.

At June 30, 2018, the cumulative unreimbursed amounts paid and/or waived by the Adviser on behalf of the Funds that may be recouped no later than the dates stated below are as follows:

Fund

June 30, 2020

 

June 30, 2021

 

Totals

Value Fund

$97,135

$158,243

$255,378

Growth Fund

61,862

99,798

161,660

Market Neutral Fund

62,226

62,226

The Funds have entered into an Investment Company Services Agreement (“Services Agreement”) with M3Sixty Administration, LLC (“M3Sixty”). Under the Services Agreement, M3Sixty is responsible for a wide variety of functions, including but not limited to: (a) Fund accounting services; (b) financial statement preparation; (c) valuation of the Funds’ portfolio investments; (d) pricing the Funds’ shares; (e) assistance in preparing tax returns; (f) preparation and filing of required regulatory reports; (g) communications with shareholders; (h) coordination of Board and shareholder meetings; (i) monitoring the Funds’ legal compliance; (j) maintaining shareholder account records; and, (k) Chief Compliance Officer services.

 

Annual Report | June 30, 201857

Cognios Funds

Notes to the Financial StatementsJune 30, 2018

For the year ended June 30, 2018 for the Value Fund and the Growth Fund, and for the period from May 5, 2018 through June 30, 2018 for the Market Neutral Fund, the Funds accrued fees pursuant to the Services Agreement as follows:

Fund

Services
Agreement
Fees Accrued

Value Fund

$119,524

Growth Fund

92,782

Market Neutral Fund

25,820

M3Sixty has also agreed to voluntarily waive certain fees until certain thresholds are met by the Funds. During the year ended June 30, 2018 for the Value Fund and the Growth Fund, and during the period from May 5, 2018 through June 30, 2018 for the Market Neutral Fund, M3Sixty waived fees as follows:

Fund

Services
Agreement
Fees Waived

Value Fund

$

Growth Fund

25,173

Market Neutral Fund

2,500

Certain officers and an Interested Trustee of the Trust are also employees or officers of M3Sixty.

Prior to the reorganization, ALPS Fund Services, Inc. (“ALPS”) (an affiliate of ALPS Distributors, Inc.) served as administrator, transfer agent, chief compliance officer and principal financial officer to the Predecessor Fund and received customary fees for providing those services.

The Funds have entered into a Distribution Agreement with ALPS Distributors, Inc. (the “Distributor”). Pursuant to the Distribution Agreement, the Distributor will provide distribution services to the Funds. The Distributor serves as underwriter/distributor of the Funds.

Prior to the reorganization, the Distributor acted as the principal underwriter of the Predecessor Fund’s shares pursuant to a Distribution Agreement with ALPS Series Trust.

The Funds have adopted a Distribution and Services Plan (the “Plan”) pursuant to Rule 12b-1 of the 1940 Act for its Investor Class shares. Under the Plan, the Funds may use 12b-1 fees to compensate broker-dealers (including, without limitation, the Distributor) for sales of the Funds’ shares, or for other expenses associated with distributing the Funds’ shares. The Funds may expend up to 0.25% for Investor Class shares of a Fund’s average daily net assets annually to pay for any activity primarily intended to result in the sale of shares of the Funds and the servicing of shareholder accounts, provided that the Trustees have approved the category of expenses for which payment is being made.

 

58www.cogniosfunds.com

Cognios Funds

Notes to the Financial StatementsJune 30, 2018

For the year ended June 30, 2018 for the Value Fund and the Growth Fund, and for the period from May 5, 2018 through June 30, 2018 for the Market Neutral Fund, the Funds accrued 12b-1 expenses attributable to Investor Class shares as follows:

Fund

12b-1
Fees Accrued

Value Fund

$43

Growth Fund

10,995

Market Neutral Fund

7,645

Prior to the reorganization, the Predecessor Fund had adopted a Distribution and Services Plan (the “Predecessor Plan”) pursuant to Rule 12b-1 of the 1940 Act for its Investor Class shares. The Predecessor Plan allowed the Predecessor Fund to use Investor Class assets to pay fees in connection with the distribution and marketing of Investor Class shares and/or the provision of shareholder services to Investor Class shareholders. The Predecessor Plan permitted payment for services in connection with the administration of plans or programs that used Investor Class shares of the Predecessor Fund, if any, as their funding medium and for related expenses. The Plan permitted the Predecessor Fund to make total payments at an annual rate of up to 0.25% of the Predecessor Fund’s average daily net assets attributable to its Investor Class shares. During the period from October 1, 2017 through May 4, 2018, the Predecessor Fund accrued $32,424 of 12b-1 expenses attributable to its Investor Class shares.

6. TAX MATTERS

For U.S. Federal income tax purposes, the cost of securities owned, gross appreciation, gross depreciation, and net unrealized appreciation/(depreciation) of investments and securities sold short at June 30, 2018 were as follows:

Fund

Tax Cost

 

Gross
Unrealized
Appreciation

 

Gross
Unrealized
Depreciation

 

Net Unrealized
Appreciation

Value Fund

$ 22,697,120

$ 2,621,831

$ (830,969

)

$ 1,790,862

Growth Fund

31,869,868

3,877,838

(336,146

)

3,541,692

Market Neutral Fund

32,288,200

8,064,502

(7,443,710

)

620,792

The difference between book basis unrealized appreciation and tax-basis unrealized appreciation for the Funds is attributable primarily to the tax deferral of losses on wash sales, tax classifications of certain investments and the tax treatment of the cost of securities received as in-kind subscriptions and distributed as in-kind redemptions.

As of June 30, 2018, the components of distributable earnings presented on an income tax basis were as follows:

 

Annual Report | June 30, 201859

Cognios Funds

Notes to the Financial StatementsJune 30, 2018

Fund

Deferred
Post-October
and Late
Year Loss

Capital Loss
Carryforwards

Undistributed
Ordinary
Income

Undistributed
Long-Term
Capital Gains

Net
Unrealized
Appreciation

Total
Distributable
Earnings

Value Fund

$

$

$ 636,477

$1,677,314

$1,790,862

$4,104,653

Growth Fund

237,791

27,518

3,541,692

3,807,001

Market Neutral Fund

(81,501)

(4,210,126)

620,792

(3,670,835)

As of June 30, 2018, the Value Fund and the Growth Fund had no capital loss carryforwards for federal income tax purposes. The Market Neutral Fund had $4,210,126 of non-expiring short-term capital loss carryforwards for federal income tax purposes available to offset future capital gains.

In accordance with GAAP, the Funds have recorded reclassifications in the capital accounts. These reclassifications have no impact on the net asset value of the Funds and are designed generally to present accumulated undistributed realized gains and paid-in capital on a tax basis which is considered to be more informative to the shareholder. The reclassifications listed below are as a result of differing book/tax treatment of capital gains from sales of investments received from in-kind subscriptions, net operating loss, REIT adjustments and dividends on securities sold short. As of June 30, 2018, the Funds recorded reclassifications to increase (decrease) the capital accounts as follows:

Fund

Undistributed
Net Investment
Income

 

Undistributed
Net Realized
Gain

 

Paid-in
Capital

Value Fund

$

$ (1,055,435

)

$ 1,055,435

Growth Fund

(582

)

582

Market Neutral Fund

966,957

(23,223

)

(943,734

)

The tax character of distributions paid by the Value Fund and the Growth Fund during the year ended June 30, 2018, and for the Market Neutral Fund during the nine-month period ended June 30, 2018, were as follows.

Fund

Long-Term
Capital Gains

 

Ordinary Income

Value Fund

$3,538,592

$505,540

Growth Fund

3,241

490,469

Market Neutral Fund

The tax character of distributions paid by the Value Fund and the Growth Fund during the period from October 3, 2016 (commencement of operations) through June 30, 2017, and for the Market Neutral Fund during the year ended September 30, 2017, were as follows.

Fund

Long-Term
Capital Gains

 

Ordinary Income

Value Fund

$

$ 30,778

Growth Fund

2,888

Market Neutral Fund

481,884

1,595,948

 

60www.cogniosfunds.com

Cognios Funds

Notes to the Financial StatementsJune 30, 2018

7. NON-DIVERSIFIED FUNDS

The Value Fund and the Growth Fund are non-diversified Funds. Non-diversified Funds may or may not have a diversified portfolio of investments at any given time, and may have large amounts of assets invested in a very small number of companies, industries or securities. Such lack of diversification substantially increases market risks and the risk of loss associated with an investment in the Funds, because the value of each security will have a greater impact on the Funds’ performance and the value of each shareholder’s investment. When the value of a security in a non-diversified fund falls, it may have a greater impact on the Funds than it would have in a diversified fund.

8. BENEFICIAL OWNERSHIP

The beneficial ownership, either directly or indirectly, of more than 25% of a fund’s voting interest creates a presumption of control of the fund, under Section 2(a)(9) of the Investment Company Act of 1940. As of June 30, 2018, the Value Fund, Growth Fund and Market Neutral Fund had omnibus shareholder accounts which amounted to more than 25% of the total shares outstanding of each respective Fund. Shareholders with a controlling interest could affect the outcome of proxy voting or direction of management of the Funds.

9. COMMITMENTS AND CONTINGENCIES

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

10. SUBSEQUENT EVENTS

On August 7, 2018, the Value Fund paid redemption proceeds in part by a distribution-in-kind of readily marketable securities. The amount of the redemption was $5,042,833, which represented 19.45% of the Value Fund’s net assets, and was paid in part by a distribution-in-kind of $5,023,716 and cash of $19,117.

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

 

Annual Report | June 30, 201861

Cognios Funds

Notes to the Financial StatementsJune 30, 2018

11. CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Trustees of the Trust (the “Board”) has approved and selected (and the Board has approved) BBD, LLP (“BBD”) to replace Cohen & Company, Ltd. (“Cohen”) as the Funds’ independent registered public accounting firm for the Funds’ fiscal year/periods ended June 30, 2018. Through the past fiscal year/periods and through the date of Cohen’s replacement as auditor of the Funds, the Funds had no disagreements with Cohen on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which, if not resolved to the satisfaction of Cohen would have caused Cohen to make reference to the disagreement in a Cohen report, and there were no reportable events of the kind described in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934. With respect to the Funds, Cohen’s audit opinions, including for the fiscal period ended June 30, 2017 for the Value Fund and the Growth Fund and the fiscal year ended September 30, 2017 for the Market Neutral Fund, have not contained either an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the last fiscal year/period of the Funds, neither the Funds nor anyone on their behalf has consulted BBD on items concerning the application of accounting principles to a specified transaction (either completed or proposed) or the type of audit opinion that might be rendered on the Funds’ financial statements, or concerning the subject of a disagreement of the kind described in Item 304(a)(1)(iv) of Regulation S-K or reportable events of the kind described in Item 304(a)(1)(v) of Regulation S-K.

Pursuant to a transaction that closed on May 7, 2018, the Market Neutral Fund (the “Successor Fund”) commenced operations in the Trust as a successor to a mutual fund of the same name (the “Predecessor Fund”) that was a series of ALPS Series Trust (the “Predecessor Trust”). On June 5, 2017, the Predecessor Trust ended its accounting relationship with KPMG LLP (“KPMG”) as its independent registered public accounting firm. KPMG had served as the Predecessor Fund’s independent registered public accounting firm since it commenced operations on January 2, 2013. In August 2017, the Predecessor Trust replaced KPMG with Cohen, as the Predecessor Fund’s independent registered public accounting firm beginning with the Predecessor Fund’s financial statements for the fiscal year ended September 30, 2017.

 

62www.cogniosfunds.com

Cognios Funds

Report of Independent Registered Public Accounting Firm
June 30, 2018

To the Board of Trustees of M3Sixty Funds Trust and the Shareholders of Cognios
Large Cap Value Fund, Cognios Large Cap Growth Fund, and Cognios Market Neutral Large Cap Fund

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of Cognios Large Cap Value Fund, Cognios Large Cap Growth Fund, and Cognios Market Neutral Large Cap Fund, each a series of shares of beneficial interest in M3Sixty Funds Trust (the “Funds”), including the schedules of investments, as of June 30, 2018, and the related statements of operations, cash flows, changes in net assets, and the financial highlights for the year or period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Funds as of June 30, 2018, and the results of their operations, cash flows, changes in their net assets, and their financial highlights for the year or period then ended in conformity with accounting principles generally accepted in the United States of America.

The statements of operations, cash flows, changes in net assets and financial highlights for each of the years or periods ended prior to June 30, 2018 were audited by other auditors, whose reports dated August 29, 2017 and November 29, 2017, expressed unqualified opinions on such financial statements.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risk of material misstatement of those financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2018 by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

BBD, LLP

We have served as the auditor of one or more of the Funds in the M3Sixty Funds Trust since 2018.

Philadelphia, Pennsylvania
August 29, 2018

 

Annual Report | June 30, 201863

Cognios Funds

Additional InformationJune 30, 2018

1. PROXY VOTING POLICIES AND VOTING RECORD

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-888-553-4233; and on the Commission’s website at http://www.sec.gov.

Information regarding how the Funds voted proxies relating to portfolio securities during the most recent period ended June 30 is available without charge, upon request, by calling 1-888-553-4233; and on the Commission’s website at http://www.sec.gov.

2. PORTFOLIO HOLDINGS

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

3. SHAREHOLDER TAX INFORMATION

The tax character of distributions paid by the Value Fund and the Growth Fund during the year ended June 30, 2018, were as follows.

Fund

Long-Term
Capital Gains

 

Ordinary Income

Value Fund

$3,538,592

$30,778

Growth Fund

3,241

2,888

There were no distributions paid by the Market Neutral Fund during the nine-month period ended June 30, 2018.

Complete information will be computed and reported in conjunction with your 2018 Form 1099-DIV.

Shareholders should refer to their Form 1099-DIV or other tax information which will be mailed in 2019 to determine the calendar year amounts to be included on their 2018 tax returns. Shareholders should consult their own tax advisors.

 

 

64www.cogniosfunds.com

Cognios Funds

Trustees and OfficersJune 30, 2018 (Unaudited)

The Trustees are responsible for the management and supervision of the Funds. The Trustees approve all significant agreements between the Trust, on behalf of the Funds, and those companies that furnish services to the Funds; review performance of the Funds; and oversee activities of the Funds. The Statement of Additional Information of the Trust includes additional information about the Funds’ Trustees and is available upon request, without charge, by calling 888-553-4233.

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

Name
and Year
of Birth

Position(s)
Held with
Trust

Length of
Service

Principal Occupation(s)
During Past 5 Years

Number
of Series
Overseen

Other Directorships
During Past 5 Years

Independent Trustees

Kelley J.
Brennan

- 1942

Trustee

Since
2015

Retired; Partner, PricewaterhouseCoopers LLP (an accounting firm)(1981–2002).

Three

PNC Funds (30 Portfolios) PNC Advantage Fund (3 Portfolios) PNC Alternative Strategies Fund LLC (1 Portfolio)

Steven D.
Poppen

– 1968

Trustee

Since
2015

Executive Vice President and Chief Financial Officer, Minnesota Vikings (professional sports organization)(1998–present).

Three

None

Tobias
Caldwell

- 1967

Trustee

Since
2016

Managing Member, Genovese Family Enterprises, LLC (family office) (1999-present); Managing Member, PTL Real Estate LLC (real estate/investment firm) (2000-present); Manager Member, Bear Properties, LLC (real estate firm) (2006-present).

Three

Strategy Shares (2016– present)

(4 funds); Mutual Fund & Variable Insurance Trust (2010–present) (9 funds); Mutual Fund Series Trust (2006-present) (40 funds)

 

Annual Report | June 30, 201865

Cognios Funds

Trustees and OfficersJune 30, 2018 (Unaudited)

Name
and Year
of Birth

Position(s)
Held with
Trust

Length of
Service

Principal Occupation(s)
During Past 5 Years

Number
of Series
Overseen

Other Directorships
During Past 5 Years

Interested Trustee*

Randall K.
Linscott
- 1971

Trustee
and
President

Since
2015

Chief Executive Officer, M3Sixty Administration, LLC (2013-present); Chief Operating Officer, M3Sixty Administration LLC (2011-2013); Managing Member, M3Sixty Holdings, LLC (2011-present); Division Vice President, Boston Financial Data Services (2005-2011).

Three

360 Funds
(12 portfolios)

*The Interested Trustee is an Interested Trustee because he is an officer and employee of the Administrator.

 

Name
and Age

Position(s)
Held with
Trust

Length of
Service

Principal Occupation(s)
During Past 5 Years

Number
of Series
Overseen

Other
Directorships
During Past
5 Years

Officers

András P.
Teleki
- 1971

Chief
Compliance
Officer and
Secretary

Since
2016

Chief Legal Officer, M3Sixty Administration, LLC, M3Sixty Holdings, LLC, Matrix 360 Distributors, LLC, and M3Sixty Advisors, LLC (2015-present); Chief Compliance Officer and Secretary, 360 Funds (2015-present); Chief Compliance Officer and Secretary, WP Trust (2016-present); Secretary, Monteagle Funds (2015-2016); Secretary and Assistant Treasurer, Capital Management Investment Trust (2015-2016); Partner, K&L Gates (2001-2015).

N/A

N/A

 

66www.cogniosfunds.com

Cognios Funds

Trustees and OfficersJune 30, 2018 (Unaudited)

Name
and Age

Position(s)
Held with
Trust

Length of
Service

Principal Occupation(s)
During Past 5 Years

Number
of Series
Overseen

Other
Directorships
During Past
5 Years

Officers

Justin J.
Thompson
– 1983

Treasurer

Since
2017

Director of Fund Accounting & Administration, M3Sixty Administration, LLC; (September 2017-present); Treasurer, WP Trust (October 2017-present); Treasurer, Capital Management Investment Trust (October 2017-present);

Treasurer, 360 Funds (October 2017-present); Fund Accountant, M3Sixty Administration, LLC (June 2016-September 2017); Core Accounting Officer, State Street Bank (2014-June 2016); Client Operations and Core Accounting Manager, State Street Bank

(2012-2014).

N/A

N/A

Larry E.
Beaver, Jr.
- 1969

Assistant
Treasurer

Since
2017

Fund Accounting, Administration and Tax Officer, M3Sixty Administration, LLC

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

N/A

N/A

 

Annual Report | June 30, 201867

Cognios Funds

Trustees and OfficersJune 30, 2018 (Unaudited)

Name
and Age

Position(s)
Held with
Trust

Length of
Service

Principal Occupation(s)
During Past 5 Years

Number
of Series
Overseen

Other
Directorships
During Past
5 Years

Officers

Brandon J.
Byrd
- 1981

Assistant Secretary and Anti-Money Laundering (“AML”) Officer

Since
2015

Chief Operating Officer, M3Sixty Administration LLC (2012-present); Chief Operations Officer, Matrix Capital Group, Inc. (2015-present); Assistant Secretary and Assistant Treasurer, WP Trust (2016-present); Assistant Secretary and AML Compliance Officer, 360 Funds

(2013-present); Assistant Secretary and AML Compliance Officer, Monteagle Funds (2013-2016); Assistant Secretary and AML Compliance Officer, Division Manager – Client Service Officer, Boston Financial Data Services (mutual fund service provider) (2010-2012).

N/A

N/A

Vice President

Since
2018

John H.
Lively
- 1969

Assistant
Secretary

Since
2017

Managing Partner, Practus, LLP (formerly, The Law Offices of John H. Lively & Associates, Inc.) (law firm) (2010-present).

N/A

N/A

Ted
Akins
- 1974

Assistant
Secretary

Since
2018

Vice President of Operations, M3Sixty Administration, LLC (2012-present)

N/A

N/A

Officers of the Trust and Trustees who are “interested persons” of the Trust or the Adviser will receive no salary or fees from the Trust. Officers of the Trust and interested Trustees do receive compensation directly from certain service providers to the Trust. Each Trustee who is not an “interested person” receives a fee of $1,500 per Fund each year plus $200 per Fund per Board or committee meeting attended. The Trust reimburses each Trustee and officer for his or her travel and other expenses relating to attendance at such meetings.

 

68www.cogniosfunds.com

Cognios Funds

Trustees and OfficersJune 30, 2018 (Unaudited)

Name of Trustee1

Aggregate
Compensation
From each
Fund
2

 

Pension or
Retirement
Benefits Accrued
As Part of
Portfolio Expenses

 

Estimated
Annual
Benefits Upon
Retirement

 

Total
Compensation
From the Funds
Paid to Trustees
2

Independent Trustees

Kelley Brennan

$ 1,725

None

None

$ 3,450

Steve Poppen

1,725

None

None

3,450

Tobias Caldwell

1,725

None

None

3,450

Interested Trustees and Officers

Randall K. Linscott

None

Not Applicable

Not Applicable

None

1Each of the Trustees serves as a Trustee to each Series of the Trust. The Trust currently offers three (3) series of shares.

2Amounts presented were paid by the Value Fund and the Growth Fund. Figures are for the year ended June 30, 2018. There were no amounts paid by the Market Neutral Fund during the period from May 5, 2018 through June 30, 2018.

 

Annual Report | June 30, 201869

Cognios Funds

Board Approval of Investment Advisory Agreement for the
Cognios Market Neutral Large Cap Fund

At a meeting held on January 31, 2018 (the “Meeting”), the Board of Trustees (the “Board”) considered the approval of the Investment Advisory Agreement between the Trust and Cognios Capital, LLC (the “Adviser”) in regard to the Cognios Market Neutral Large Cap Fund (the “Market Neutral Fund”) (the “Advisory Agreement”).

The Board reflected on its discussions with the representatives from the Adviser regarding the Advisory Agreement, the expense limitation agreement and the manner in which the Market Neutral Fund is to be managed. The Board then reflected on the fact that the Market Neutral Fund has, to date, been operating in ALPS Series Trust (the “Predecessor Trust”), and the Board considered the operations of the Cognios Market Neutral Large Cap Fund, a series of the Predecessor Trust (the “Predecessor Fund”), and the Adviser’s services to the Predecessor Fund. Legal Counsel to the Trust (“Counsel”) referred the Trustees to the Meeting materials, which included, among other things, a memorandum from Counsel addressing the duties of the Trustees regarding the approval of the Advisory Agreement, a request letter from Counsel to the Adviser and the Adviser’s responses to that request letter, a copy of the Adviser’s financial information, a fee comparison analysis for the Market Neutral Fund and comparable mutual funds and the Advisory Agreement and expense limitation agreement. Counsel reviewed with the Board the memorandum from Counsel and addressed to the Trustees that summarized, among other things, the fiduciary duties and responsibilities of the Board in reviewing and approving the Advisory Agreement between the Trust and the Adviser with respect to the Market Neutral Fund. A copy of this memorandum was circulated to the Trustees in advance of the Meeting. Counsel discussed with the Trustees the types of information and factors that should be considered by the Board in order to make an informed decision regarding the approval of the Advisory Agreement, including the following material factors: (i) the nature, extent and quality of the services to be provided by the Adviser; (ii) the investment performance of the Predecessor Fund; (iii) the costs of the services to be provided and profits to be realized by the Adviser from the relationship with the Market Neutral Fund; (iv) the extent to which economies of scale would be realized if the Market Neutral Fund grows and whether advisory fee level reflects those economies of scale for the benefit of the Market Neutral Fund’s investors; and (v) the Adviser’s practices regarding possible conflicts of interest and other benefits derived by the Adviser.

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

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

In this regard, the Board considered the responsibilities the Adviser would have under the Advisory Agreement. The Board reviewed the services to be provided by the Adviser to the Market Neutral Fund (and those that had been provided to the Predecessor Fund) including, without limitation: the Adviser’s procedures for formulating investment recommendations and assuring compliance with the Market Neutral Fund’s investment objectives and limitations; the Adviser’s coordination of

 

70www.cogniosfunds.com

Cognios Funds

Board Approval of Investment Advisory Agreement for the
Cognios Market Neutral Large Cap Fund

services for the Market Neutral Fund among the Market Neutral Fund’s service providers; and the anticipated efforts to promote the Market Neutral Fund, grow its assets and assist in the distribution of the Market Neutral Fund’s shares. The Board also considered the services provided by the Adviser to the Predecessor Fund, as well as those anticipated to be provided to the Market Neutral Fund. The Board considered: the Adviser’s staffing, personnel and methods of operating; the education and experience of the Adviser’s personnel; and the Adviser’s compliance program, policies and procedures. After reviewing the foregoing and further information from the Adviser, the Board concluded that the quality, extent and nature of the services to be provided by the Adviser were satisfactory and adequate for the Market Neutral Fund.

(2)Investment Performance of the Market Neutral Fund and the Adviser.

The Board noted that although Market Neutral Fund has not yet commenced operations in the Trust and no investment performance was available, the performance of the Predecessor Fund was available. The Board compared the performance of the Predecessor Fund for various periods during the Predecessor Fund’s existence with the performance of its respective benchmark index, or indices, as applicable, comparable funds with similar objectives and size managed by other investment advisers and comparable peer group indices (e.g., Morningstar category averages). The Trustees also considered the consistency of the Adviser’s management of the Predecessor Fund with its investment objectives and policies.

The Board noted that the Predecessor Fund underperformed its category mean and median for the 1-year and 3-year periods ended September 30, 2017, but was within the range for the category that was considered. The Board also noted that in comparison to HFRX Equity Market Neutral Index for the period ended December 31, 2017, the Predecessor Fund had outperformed the index for the 1-year, 5-year and since inception (December 31, 2012) periods but in comparison to the S&P 500® Total Return Index, the Predecessor Fund had underperformed the index for the same periods. The Board considered the Adviser’s rationale for lagging the category mean and median, as well as for its performance relative to the S&P 500® Total Return Index, and it determined that the Predecessor Fund’s performance was acceptable. The Board determined that the new cost structure for the Market Neutral Fund would hopefully create less drag on performance and therefore help returns.

The Trustees also considered the performance of the Predecessor Fund relative to the prior performance of a composite representing separate accounts managed by the Adviser having substantially similar strategies as the Predecessor Fund/ Market Neutral Fund. Based on these considerations, the Board determined that the performance of the Market Neutral Fund (i.e., the Predecessor Fund) was acceptable.

(3)The costs of the services to be provided and profits to be realized by the Adviser from the relationship with the Market Neutral Fund.

Capital from the relationship with the Market Neutral Fund.

In considering the costs of the services to be provided and profits to be realized by the Adviser from the relationship with the Market Neutral Fund, the Trustees considered: the Adviser’s staffing, personnel and methods of operating; the financial condition of the Adviser and the level of commitment to the Market Neutral Fund by the Adviser and its principals; the expected asset levels of the Market Neutral Fund; and the projected overall expenses of the Market Neutral Fund. The Trustees considered financial statements of the Adviser and discussed the financial stability and productivity of the firm. The Trustees noted that the Adviser was profitable. The Trustees considered

 

Annual Report | June 30, 201871

Cognios Funds

Board Approval of Investment Advisory Agreement for the
Cognios Market Neutral Large Cap Fund

the fees and expenses of the Market Neutral Fund and those of the Predecessor Fund (including the management fees) relative to other funds comparable in terms of the type of fund, the nature of its investment strategy, its style of investment management and its size, among other factors. The Trustees noted that the management fee for the Market Neutral Fund was above that of the category mean and median, but that the management fee was within the range for the categories that were considered. The Board noted other efforts on the part of the Adviser to control expenses for the Market Neutral Fund with respect to the services provided by the other services providers to the Market Neutral Fund. Notwithstanding the fee level of the Market Neutral Fund relative to the category mean and median, the Trustees determined that in light of the services to be provided by the Adviser to the Market Neutral Fund, the management fee was fair and reasonable and could have been negotiated at arms-length light of all the surrounding circumstances.

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

In this regard, the Board considered the Market Neutral Fund’s fee arrangements with the Adviser. The Trustees determined that although the management fee would stay the same as asset levels increased, the shareholders of the Market Neutral Fund would benefit from the expense limitation arrangement in place for the Market Neutral Fund. The Trustees expressed the view that benefits associated with the expense limitation arrangements were more valuable to shareholders while assets were at lower levels than breakpoints in that each dollar invested benefits from the Adviser’s commitment to contain costs, whereas breakpoint structures typically require a fund to reach significant asset levels in order to realize lower costs. The Trustees also noted that the Market Neutral Fund would benefit from economies of scale under its agreements with some of its service providers other than the Adviser, which they noted that the Adviser had been involved in negotiating the arrangements for the Market Neutral Fund. Following further discussion of the Market Neutral Fund’s expected asset levels, expectations for growth and levels of fees, the Board determined that the Market Neutral Fund’s fee arrangements, in light of all the facts and circumstances, were fair and reasonable.

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

In considering the Adviser’s practices regarding conflicts of interest, the Trustees evaluated the potential for conflicts of interest and considered such matters as: the experience and ability of the advisory and compliance personnel assigned to the Market Neutral Fund; that the Adviser does not utilize soft dollars or rely on research from brokers to implement its investment strategy; the basis of decisions to buy or sell securities for the Market Neutral Fund and/or the Adviser’s other accounts; and the substance and administration of the Adviser’s code of ethics. It was noted in the materials provided by the Adviser that the Adviser is affiliated with a company but the company is neither a broker dealer nor a publicly traded company. Based on the foregoing, the Board determined that the Adviser’s standards and practices relating to the identification and mitigation of possible conflicts of interest were satisfactory. It was noted that the Adviser receives no benefits or detriments that may be derived from its relationship to the Market Neutral Fund, other than receipt of advisory fees and potential brand awareness and lower trading costs to the extent the assets under management increases.

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

M3SIXTY FUNDS TRUST

4300 Shawnee Mission Pkwy

Suite 100

Fairway, KS 66205

 

INVESTMENT ADVISER

Cognios Capital, LLC

11250 Tomahawk Creek Parkway

Leawood, KS 66211

 

ADMINISTRATOR & TRANSFER AGENT

M3Sixty Administration, LLC

4300 Shawnee Mission Pkwy

Suite 100

Fairway, KS 66205

 

DISTRIBUTOR

ALPS Distributors, Inc.

1290 Broadway

Suite 1100

Denver, CO 80203

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BBD, LLP

1835 Market Street

3rd Floor

Philadelphia, PA 19103

 

LEGAL COUNSEL

Practus, LLP

11300 Tomahawk Creek Parkway

Suite 310

Leawood, KS 66211

 

CUSTODIAN BANK

MUFG Union Bank®, N.A.

350 California Street

20th Floor

San Francisco, CA 94104

Must be accompanied or preceded by a prospectus.

The Cognios Funds are distributed by ALPS Distributors, Inc.

   
 

 

ITEM 1.REPORTS TO SHAREHOLDERS.

 

The Annual Report to Shareholders of the Cognios Large Cap Value Fund (the “Value Fund), Cognios Large Cap Growth Fund (the “Growth Fund”) and Cognios Market Neutral Fund (the “Market Neutral Fund”, together with the Value Fund and the Growth Fund, the “Funds”), each a series of the M3Sixty Funds Trust (the “registrant”), for the period ended June 30, 2018 pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30e-1) is filed herewith.

 

ITEM 2.CODE OF ETHICS.

 

  (a) The registrant has, as of the end of the period covered by this report, adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.
     
  (b) During the period covered by this report, there were no amendments to any provision of the code of ethics.
     
  (c)

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

 

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

 

ITEM 3.AUDIT COMMITTEE FINANCIAL EXPERT.

 

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

 

ITEM 4.PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

 

(a)

 

Audit Fees.  The aggregate fees billed for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $33,000 with respect to each of the Funds’ fiscal year ended June 30, 2018, $22,000 with respect to Value Fund’s and the Growth Fund’s fiscal year ended June 30, 2017, $14,000 with respect to the Market Neutral Fund’s fiscal year ended September 30, 2017 and $15,650 with respect to the Market Neutral Fund’s fiscal year ended September 30, 2016.  The June 30, 2018 fees were paid to BBD, LLP.  The June 30, 2017 and September 30, 2017 fees were paid to Cohen & Co. Ltd.  The September 30, 2016 fees were paid to KPMG LLP.
     
  (b) Audit-Related Fees.    There were no fees billed in each of the last two fiscal years for assurances and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this item.
     
  (c) Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning were $6,500 with respect to each of the Funds’ fiscal year ended June 30, 2018, $5,000 with respect to the Value Fund’s and Growth Fund’s fiscal year ended June 30, 2017, $3,000 with respect to the Market Neutral Fund’s fiscal year ended September 30, 2017 and $3,675 with respect to the Market Neutral Fund’s fiscal year ended September 30, 2016. The services comprising these fees are the preparation of the registrant’s federal income and excise tax returns. The June 30, 2018 fees were paid to BBD, LLP.  The June 30, 2017 and September 30, 2017 fees were paid to Cohen & Co. Ltd.  The September 30, 2016 fees were paid to KPMG LLP.

 

 

   
 

 

  (d)

All Other Fees. The aggregate fees billed in each of the last two fiscal years for products and services provided by the registrant’s principal accountant, other than the services reported in paragraphs (a) through (c) of this item were $1,500 with respect to each of the Fund’s fiscal year ended June 30, 2018, $1,950 with respect to the Value Fund’s and the Growth Fund’s fiscal year ended June 30, 2017, $1,625 with respect to the Market Neutral Fund’s fiscal year ended September 30, 2017, and $0 with respect to the Market Neutral Fund’s fiscal year ended September 30, 2016. The fees were for the review of the semi-annual report and review of prior audit firms’ tax workpapers. The June 30, 2018 and June 30, 2017 fees were paid to Cohen & Co. Ltd. The September 30, 2017 and September 30, 2016 fees were paid to KPMG LLP.

 

  (e)(1)

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

 

  (e)(2)

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

 

  (f)

Not applicable. The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was zero percent (0%).

 

  (g)

All non-audit fees billed by the registrant's principal accountant for services rendered for the fiscal year ended June 30, 2018 with respect to each of the Funds, the fiscal year ended June 30, 2017 with respect to the Value Fund and the Growth Fund, the fiscal year ended September 30, 2017 with respect to the Market Neutral Fund and the fiscal year ended September 30, 2016 with respect to the Market Neutral Fund are disclosed in (b)-(d) above. There were no audit or non-audit services performed by the registrant's principal accountant for the registrant's adviser. BBD, LLP served as principal accountant of the Funds for the fiscal year ended June 30, 2018. Cohen & Co. Ltd. served as principal accountant for the fiscal year ended June 30, 2017 with respect to the Value Fund and the Growth Fund and during the fiscal year ended September 30, 2017 with respect to the Market Neutral Fund. KPMG, LLP served as principal accountant for the fiscal year ended September 30, 2016 with respect to the Market Neutral Fund.

 

  (h) The registrant’s audit committee has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the principal accountant’s independence and has  determined that the provision of such non-audit services is compatible with maintaining the principal accountant’s independence.

 

ITEM 5.AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

Not applicable to the registrant.

 

ITEM 6.SCHEDULES OF INVESTMENTS.

 

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

 

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

 

Not applicable as the Funds are open-end management investment companies.

   
 

 

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

 

Not applicable as the Funds are open-end management investment companies.

 

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

 

Not applicable as the Funds are open-end management investment companies.

 

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

 

Not applicable at this time.

 

ITEM 11.CONTROLS AND PROCEDURES.

 

  (a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the 1940 Act, are effective, as of a date within 90 days of the filing date of this report, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended.
     
  (b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.

 

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

 

Not applicable as the Funds are open-end management investment companies.

 

ITEM 13.EXHIBITS.

 

(1)

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

 

(2)

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

 

(3)

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

 

   
 

SIGNATURES

 

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

 

M3Sixty Funds Trust

 

/s/ Randy Linscott  
By: Randy Linscott
Principal Executive Officer,  
Date:  September 10, 2018  

 

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

 

/s/ Randy Linscott  
By: Randy Linscott
Principal Executive Officer,  
Date:  September 10, 2018  

 

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

 

/s/ Justin Thompson  
By: Justin Thompson  
Principal Financial Officer
Date: September 10, 2018