N-CSRS 1 fintrust-ncsrs_053121.htm CERTIFIED SEMI-ANNUAL SHAREHOLDER REPORT fintrust-ncsrs_053121.htm

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act File Number 811-21726

 

360 Funds 

(Exact name of registrant as specified in charter)

 

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

 

The Corporation Trust Company 

Corporation Trust Center 

1209 Orange St. 

Wilmington, DE 19801

 

(Name and address of agent for service)

 

With Copies To: 

Bo J. Howell 

Strauss Troy Co., LPA 

Federal Reserve Building 

150 E. 4th Street, 4th Floor 

Cincinnati, OH 45202-4018

 

 

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

 

Date of fiscal year end: 11/30/2021

 

Date of reporting period: 05/31/2021 

 

 

 

 

ITEM 1. REPORTS TO SHAREHOLDERS

 

The Semi-Annual report to Shareholders of the FinTrust Income and Opportunity Fund (the “Fund”), a series of the 360 Funds (the “registrant”), for the period ended May 31, 2021 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.

 

 

 

 

 

 

FinTrust Income and Opportunity Fund

 

Class A Shares (Ticker Symbol: HROAX)

Institutional Class Shares (Ticker Symbol: HIOIX)

 

A Series of the

360 Funds

 

SEMI-ANNUAL REPORT

 

May 31, 2021

 

Investment Adviser:

 

FinTrust Capital Advisors, LLC

124 Verdae Boulevard, Suite 504

Greenville, SC 29607

 

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

 

 

 

 

TABLE OF CONTENTS

 

INVESTMENT HIGHLIGHTS 1
   
SCHEDULE OF INVESTMENTS 2
   
SCHEDULE OF OPTIONS WRITTEN                                                                                                                                          7
   
STATEMENT OF ASSETS AND LIABILITIES 9
   
STATEMENT OF OPERATIONS 10
   
STATEMENTS OF CHANGES IN NET ASSETS 11
   
FINANCIAL HIGHLIGHTS 12
   
NOTES TO THE FINANCIAL STATEMENTS 14
   
ADDITIONAL INFORMATION 22
   
INFORMATION ABOUT YOUR FUND’S EXPENSES 24
   
LIQUIDITY RISK MANAGEMENT PROGRAM 26

 

 

 

 

FinTrust Income and Opportunity Fund SEMI-ANNUAL REPORT
 

INVESTMENT HIGHLIGHTS (Unaudited)

May 31, 2021

 

The investment objective of the FinTrust Income and Opportunity Fund (the “Fund”) is total return comprised of income and capital appreciation. To meet its investment objective, the Fund will invest primarily in domestic equity securities that in the opinion of FinTrust Capital Advisors, LLC (the “Adviser”) have above average intellectual property portfolios and other characteristics, like strong earnings and dividend growth that are members of the S&P 1500 Composite, relative to their sector competitors.

 

The Fund will typically invest in issuers that have established markets and operations and generate excess cash flow. The Fund looks for stocks with attributes which suggest they will thrive in good markets and survive potential economic setbacks. The Fund employs detailed quantitative assessments to construct its equity portfolio. Portfolio parameters include, but are not limited to, a quantitative valuation of the strength of the company’s intellectual property portfolio, steady growing earnings, dividend yield with a tendency to raise such yield and availability at reasonable price-earnings ratios. The Fund seeks to invest in stocks that are undervalued by the market, but with strong business models, which may provide for lower levels of market volatility or non-correlated volatility, The Fund also prefers to invest in equity stocks that have options traded on them.

 

The Fund may also invest in companies that are experiencing a “special situation” that makes them undervalued relative to their long-term potential. Developments creating special situations may include new intellectual property developments, intellectual property licensing deals, mergers, spin-offs, litigation resolutions, new products or management changes. The Fund may also invest in convertible securities. The Fund also seeks to generate income for shareholders by selling options against the risk taken by owning common stocks. For example, the Fund intends to sell covered call options on a portion of its stock holdings. This income is designed to, over time, add to portfolio stability and improve returns. The Fund uses an options strategy to limit market exposure and volatility. The extent of option selling will depend upon market conditions and the Adviser’s judgment of the advantages of selling call options on the Fund’s equity investments. Additionally, the Fund will enter into call spreads. A spread is an options position established by purchasing one option and selling another option of the same class, but of a different series.

 

The Fund may be appropriate for investors with long-term time horizons who are not sensitive to short-term losses and want to participate in the long-term growth of the financial markets. The Fund seeks to avoid or minimize the effects of inflation on the portfolio.

 

 

 

The percentages in the above graph are based on the portfolio holdings of the Fund as of May 31, 2021 and are subject to change. For a detailed break-out of holdings by industry and investment type, please refer to the Schedule of Investments and Schedule of Written Options.

 

1  

 

  

FINTRUST INCOME AND OPPORTUNITY FUND  
SCHEDULE OF INVESTMENTS  
May 31, 2021 (Unaudited)  SEMI-ANNUAL REPORT
   
COMMON STOCK - 76.81%   Shares     Value  
             
Aerospace & Defense - 0.69%                
Embraer SA - Brazil - ADR (a)     15,000     $ 200,850  
                 
Agriculture - 1.17%                
Archer-Daniels-Midland Co.     1,500       99,795  
Bunge Ltd. (d)     2,750       238,755  
              338,550  
Auto Manufacturers - 5.85%                
Ford Motor Co. (a)     50,000       726,500  
Tesla, Inc. (a)     300       187,566  
Volkswagen AG - Germany - ADR     10,000       361,650  
Workhorse Group, Inc. (a)     45,000       421,650  
              1,697,366  
Auto Parts & Equipment - 1.08%                
Tenneco, Inc. - Class A (a)     20,000       313,600  
                 
Banks - 2.84%                
Eagle Bancorp, Inc.     4,000       228,560  
First Internet Bancorp     5,000       169,600  
Regions Financial Corp.     5,000       117,050  
Truist Financial Corp.     5,000       308,900  
              824,110  
Beverages - 2.69%                
Ambev SA - Brazil - ADR     95,000       328,700  
Molson Coors Beverage Co. - Class B     7,750       451,980  
              780,680  
Building Materials - 2.79%                
Builders FirstSource, Inc. (a)     10,000       445,400  
JELD-WEN Holding, Inc. (a)     13,000       364,130  
              809,530  
Chemicals - 3.01%                
Chemours Co.     10,000       359,300  
Element Solutions, Inc.     5,000       116,950  
Mosaic Co. (d)     11,000       397,540  
              873,790  
Computers - 3.62%                
Apple, Inc. (d)     1,500       186,915  
Lumentum Holdings, Inc. (a)     5,800       471,946  
Vuzix Corp. (a)     22,500       392,850  
              1,051,711  
Diversified Financial Services - 3.90%                
Discover Financial Services (d)     4,000       469,040  
Enova International, Inc. (a)     17,500       662,725  
              1,131,765  
Electronics - 1.23%                
Wrap Technologies, Inc. (a)     40,000       358,400  
                 
Engineering & Construction - 2.01%                
Sterling Construction Co., Inc. (a)     26,000       585,000  
                 
Healthcare - Products - 0.65%                
Medtronic PLC - Ireland (d)     1,500       189,885  
                 
Healthcare - Services - 1.27%                
Centene Corp. (a) (d)     5,000       368,000  

 

2  

 

 

FINTRUST INCOME AND OPPORTUNITY FUND  
SCHEDULE OF INVESTMENTS  
May 31, 2021 (Unaudited)  SEMI-ANNUAL REPORT

 

COMMON STOCK - 76.81% (continued)   Shares     Value  
             
Home Furnishings - 1.52%                
Tempur Sealy International, Inc.     11,500     $ 442,750  
                 
Insurance - 2.63%                
Brighthouse Financial, Inc. (a)     10,000       486,600  
Greenlight Capital Re Ltd. - Class A - Cayman Islands (a)     30,000       277,500  
              764,100  
                 
Internet - 6.27%                
Alphabet, Inc. - Class C (a) (d)     400       964,624  
Amazon.com, Inc. (a) (d)     100       322,307  
eBay, Inc.     3,750       228,300  
Jumia Technologies AG - Germany - ADR (a) (d)     2,500       72,975  
Yatra Online, Inc. - India (a)     110,000       232,100  
              1,820,306  
Leisure Time - 3.81%                
Callaway Golf Co. (a) (d)     30,000       1,107,600  
                 
Lodging - 0.86%                
Target Hospitality Corp. (a)     65,000       250,250  
                 
Media - 1.11%                
Discovery, Inc. (a)     10,000       321,100  
                 
Mining - 6.55%                
Barrick Gold Corp. - Canada     7,000       168,560  
Cameco Corp. - Canada     15,000       299,550  
Energy Fuels, Inc. - Canada (a)     20,000       129,800  
Freeport-McMoRan, Inc. (d)     6,000       256,320  
Glencore PLC - Switzerland - ADR     25,000       226,250  
Newmont Corp.     3,000       220,440  
Pan American Silver Corp. - Canada (d)     15,000       504,600  
Wheaton Precious Metals Corp. - Canada (d)     2,000       96,040  
              1,901,560  
Oil & Gas - 0.86%                
SM Energy Co. (d)     12,500       248,750  
                 
Packaging & Containers - 0.95%                
O-I Glass, Inc. (a)     15,000       276,450  
                 
Pharmaceuticals - 4.38%                
AbbVie, Inc. (d)     1,500       169,800  
Bristol-Myers Squibb Co.     5,000       328,600  
Curaleaf Holdings, Inc. (a)     50,000       736,920  
SIGA Technologies, Inc. (a)     5,000       35,250  
              1,270,570  
Pipelines - 2.67%                
Green Plains Partners LP     20,000       248,800  
Williams Cos., Inc.     20,000       526,800  
              775,600  
Private Equity - 0.45%                
Carlyle Group, Inc.     3,000       130,920  
                 

3  

 

 

FINTRUST INCOME AND OPPORTUNITY FUND  
SCHEDULE OF INVESTMENTS  
May 31, 2021 (Unaudited)  SEMI-ANNUAL REPORT
   
COMMON STOCK - 76.81% (continued)   Shares     Value  
             
Retail - 3.35%                
Academy Sports & Outdoors, Inc. (a)     5,000     $ 182,650  
Arcos Dorados Holdings, Inc. - Class A - Uruguay (a)     74,000       478,780  
GameStop Corp. - Class A (a) (d)     1,400       310,800  
              972,230  
Semiconductors - 2.72%                
NXP Semiconductors NV - Netherlands (d)     2,000       422,840  
QUALCOMM, Inc.     200       26,908  
Skyworks Solutions, Inc.     2,000       340,000  
              789,748  
Software - 1.13%                
Activision Blizzard, Inc. (d)     2,000       194,500  
Domo, Inc. - Class B (a) (d)     2,000       133,000  
              327,500  
Telecommunications - 4.75%                
Nokia Oyi - Finland - ADR (a)     85,000       438,600  
Telefonaktiebolaget LM Ericsson - Sweden - ADR     70,000       940,100  
              1,378,700  
                 
TOTAL COMMON STOCK (Cost $19,403,050)             22,301,371  
                 
PREFERRED STOCK - 4.32%                
                 
Banks - 2.00%                
United Community Banks, Inc., 6.875% - Series I (e)     21,000       580,230  
                 
Media - 1.00%                
ViacomCBS, Inc., 5.75% - Series A     4,000       291,920  
                 
Sovereign - 1.32%                
Federal National Mortgage Association, 8.25% - Series S  (a)     60,000       382,200  
                 
TOTAL PREFERRED STOCK (Cost $1,370,221)             1,254,350  
                 
EXCHANGE-TRADED FUND - 1.38%                
                 
Commodity Fund - 1.38%                
ProShares Ultra Silver (a)     7,500       399,975  
                 
TOTAL EXCHANGE-TRADE FUNDS (Cost $372,724)             399,975  

 

          Exercise              
WARRANTS - 0.21%   Shares 1     Price     Expiration        
                         
Energy Fuels, Inc. - Canada (a)     15,000     $ 2.45       9/20/2021     $ 60,975  
                                 
TOTAL WARRANTS (Cost $34,718)                             60,975  

 

GOVERNMENT BONDS - 6.27%   Principal        
             
U.S. Treasury Note, 0.125%, due 10/31/2022 (e)   $ 815,000     $ 815,222  
U.S. Treasury Note, 1.375%, due 01/31/2022 (e)     500,000       504,375  
U.S. Treasury Bill, 0.025%, due 01/27/2022 (e) (f)     500,000       499,917  
                 
TOTAL GOVERNMENT BONDS (Cost $1,815,495)             1,819,514  

 

4  

 

 

FINTRUST INCOME AND OPPORTUNITY FUND  
SCHEDULE OF INVESTMENTS  
May 31, 2021 (Unaudited)  SEMI-ANNUAL REPORT
   
OPTIONS PURCHASED - 5.81%  
   
          Notional     Exercise              
CALL OPTIONS PURCHASED - 3.30%   Contracts 2     Amount     Price     Expiration     Value  
Alphabet, Inc. - Class C     2     $ 300,000     $ 1,500.00       1/21/2022     $ 189,066  
Amazon.com, Inc.     1       260,000       2,600.00       1/21/2022       72,310  
Boston Scientific Corp.     60       180,000       30.00       1/21/2022       78,450  
Bristol-Myers Squibb Co.     50       275,000       55.00       1/21/2022       55,800  
Citigroup, Inc.     50       300,000       60.00       1/21/2022       98,600  
CVS Health Corp.     50       300,000       60.00       1/21/2022       136,350  
Facebook, Inc. - Class A     15       337,500       225.00       1/21/2022       162,525  
Intel Corp.     30       150,000       50.00       1/21/2022       27,750  
Intel Corp.     50       250,000       50.00       1/20/2023       58,750  
Pfizer, Inc.     30       90,000       30.00       1/21/2022       26,910  
Pfizer, Inc.     20       60,000       30.00       7/16/2021       18,120  
Sally Beauty Holdings, Inc.     50       75,000       15.00       6/18/2021       34,000  
                                         
TOTAL CALL OPTIONS PURCHASED (Cost $845,148)       958,631  
                                         
PUT OPTIONS PURCHASED - 2.51%                    
Invesco QQQ Trust Series 1     105       3,255,000       310.00       9/30/2021       91,245  
iShares Russell 2000 ETF     100       2,100,000       210.00       9/30/2021       64,300  
iShares Russell 2000 ETF     60       1,350,000       225.00       9/30/2021       68,880  
Moderna, Inc.     10       150,000       150.00       10/15/2021       9,650  
SPDR S&P 500 ETF Trust     155       6,122,500       395.00       9/30/2021       142,290  
SPDR S&P 500 ETF Trust     150       6,150,000       410.00       12/31/2021       292,200  
Scotts Miracle-Gro Co.     50       1,050,000       210.00       9/17/2021       60,750  
                                         
TOTAL PUT OPTIONS PURCHASED (Cost $1,067,124)       729,315  
                                         
TOTAL OPTIONS PURCHASED (Cost $1,912,272)       1,687,946  

 

    Shares        
SHORT-TERM INVESTMENTS - 14.37%                
Federated Hermes Government Obligations Fund - Institutional Shares, 0.01% (b)     4,172,373       4,172,373  
                 
TOTAL SHORT-TERM INVESTMENTS (Cost $4,172,373)             4,172,373  

 

5  

 

 

FINTRUST INCOME AND OPPORTUNITY FUND  
SCHEDULE OF INVESTMENTS  
May 31, 2021 (Unaudited)  SEMI-ANNUAL REPORT

 

TOTAL INVESTMENTS, AT VALUE (Cost $29,080,853) - 109.17%   $ 31,696,504  
         
OPTIONS WRITTEN, AT VALUE (Premiums $626,272) - (2.09)% (c)     (607,070 )
         
LIABILITIES IN EXCESS OF OTHER ASSETS, NET - (7.08)%     (2,054,665 )
         
NET ASSETS - 100%   $ 29,034,769  

 

(a) Non-income producing security.

(b) Rate shown represents the 7-day effective yield at May 31, 2021, is subject to change and resets daily.

(c) Please refer to the Schedule of Options Written for details of options written.

(d) Subject to call options written by the Fund.

(e) All or a portion of the security is segregated as collateral for options written and securities sold short. 

(f) Rate shown represents the effective yield at May 31, 2021.

 

1 Each warrant is equivalent to 1 share of the underlying common stock.

2 Each option contract is equivalent to 100 shares of the underlying common stock or exchange-traded fund. All options are non-income producing.

 

ADR - American Depositary Receipt

AG - Aktiengesellschaft (German Public Limited Company)

ETF - Exchange-Traded Fund

LP - Limited Partnership 

Ltd. - Limited 

NV - Naamloze Vennootschap (Dutch Public Company) 

PLC - Public Limited Company

 

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

 

6  

 

FINTRUST INCOME AND OPPORTUNITY FUND  
SCHEDULE OF OPTIONS WRITTEN  
May 31, 2021 (Unaudited)  SEMI-ANNUAL REPORT

 

OPTIONS WRITTEN - (2.09)%

 

CALL OPTIONS WRITTEN - (0.80)%   Contracts 1     Notional
Amount
    Exercise
Price
    Expiration     Value  
                               
AbbVie, Inc.     7     $ 84,000     $ 120.00       7/17/2021     $ 700  
Activision Blizzard, Inc.     20       200,000       100.00       6/19/2021       1,900  
Alphabet, Inc. - Class C     2       486,000       2,430.00       7/3/2021       11,544  
Amazon.com, Inc.     1       345,000       3,450.00       7/17/2021       2,800  
Apple, Inc.     10       140,000       140.00       7/17/2021       400  
Bunge Ltd     18       157,500       87.50       6/19/2021       3,222  
Callaway Golf Co.     20       66,000       33.00       7/17/2021       9,820  
Centene Corp.     25       175,000       70.00       6/19/2021       10,600  
Discover Financial Services     20       220,000       110.00       6/19/2021       14,200  
Domo, Inc. - Class B     20       140,000       70.00       6/19/2021       4,000  
Freeport-McMoRan, Inc.     30       150,000       50.00       7/17/2021       2,250  
Freeport-McMoRan, Inc.     20       90,000       45.00       8/21/2021       5,740  
GameStop Corp. - Class A     14       210,000       150.00       6/19/2021       112,000  
Jumia Technologies AG - Germany - ADR     20       56,000       28.00       6/19/2021       5,660  
Medtronic PLC - Ireland     7       91,000       130.00       8/21/2021       1,995  
Mosaic Co.     90       315,000       35.00       6/19/2021       18,000  
NXP Semiconductors NV - Netherlands     10       210,000       210.00       7/17/2021       9,820  
Pan American Silver Corp. - Canada     40       144,000       36.00       6/19/2021       2,200  
SM Energy Co.     30       52,500       17.50       6/19/2021       8,550  
Wheaton Precious Metals Corp. - Canada     20       90,000       45.00       6/19/2021       6,400  
                                         
TOTAL CALL OPTIONS WRITTEN (Premiums $126,422)                                     231,801  
                                         
PUT OPTIONS WRITTEN - (1.29)%                                        
                                         
Academy Sports & Outdoors, Inc.     50       175,000       35.00       7/16/2021       12,600  
Advanced Micro Devices, Inc.     30       232,500       77.50       7/16/2021       7,620  
Alphabet, Inc. - Class C     1       225,000       2,250.00       7/16/2021       2,450  
Alphabet, Inc. - Class C     1       235,000       2,350.00       7/16/2021       4,760  
Amazon.com, Inc.     1       312,000       3,120.00       7/16/2021       5,835  
Amazon.com, Inc.     1       320,500       3,205.00       7/16/2021       8,897  
Amkor Technology, Inc.     50       95,000       19.00       9/17/2021       6,375  
Apple, Inc.     20       260,000       130.00       6/18/2021       12,020  
Applied Materials, Inc.     30       345,000       115.00       8/20/2021       6,390  
Applied Materials, Inc.     20       250,000       125.00       8/20/2021       8,460  
Builders FirstSource, Inc.     30       150,000       50.00       6/18/2021       17,100  
Builders FirstSource, Inc.     30       150,000       50.00       8/20/2021       21,600  
Callaway Golf Co.     25       85,000       34.00       8/20/2021       4,437  
Centene Corp.     40       260,000       65.00       6/18/2021       800  
Chemours Co.     50       155,000       31.00       7/16/2021       2,500  
Constellation Brands, Inc.     10       240,000       240.00       7/16/2021       8,300  
Discover Financial Services     20       220,000       110.00       7/16/2021       4,950  
Eagle Materials, Inc.     10       130,000       130.00       7/16/2021       1,425  
Eagle Materials, Inc.     10       140,000       140.00       7/16/2021       3,360  
Eagle Materials, Inc.     10       140,000       140.00       6/18/2021       1,375  
EOG Resources, Inc.     20       145,000       72.50       7/16/2021       3,540  
EOG Resources, Inc.     30       232,500       77.50       7/16/2021       10,410  
First Solar, Inc.     20       165,000       82.50       6/18/2021       14,050  
Freeport-McMoRan, Inc.     50       180,000       36.00       7/16/2021       3,050  
Freeport-McMoRan, Inc.     50       220,000       44.00       7/16/2021       17,750  
Jumia Technologies AG - Germany - ADR     25       87,500       35.00       6/18/2021       15,775  
Lumentum Holdings, Inc.     10       77,500       77.50       7/16/2021       2,350  
Microsoft Corp.     10       250,000       250.00       7/16/2021       7,300  
Mosaic Co.     50       170,000       34.00       6/18/2021       2,600  
Mosaic Co.     50       175,000       35.00       9/17/2021       15,250  
NXP Semiconductors NV - Netherlands     10       200,000       200.00       6/18/2021       2,090  

 

7  

 

FINTRUST INCOME AND OPPORTUNITY FUND  
SCHEDULE OF OPTIONS WRITTEN  
May 31, 2021 (Unaudited)  SEMI-ANNUAL REPORT

 

OPTIONS WRITTEN - (2.09)% (continued)                      

 

PUT OPTIONS WRITTEN - (1.29)% (continued)         Notional     Exercise              
    Contracts 1     Amount     Price     Expiration     Value  
                               
QUALCOMM, Inc.     10       125,000       125.00       7/16/2021     $ 1,850  
ROBLOX Corp.     20       130,000       65.00       1/21/2023       27,700  
ROBLOX Corp.     15       127,500       85.00       7/16/2021       8,550  
ROBLOX Corp.     10       90,000       90.00       7/16/2021       8,010  
Skyworks Solutions, Inc.     10       160,000       160.00       8/20/2021       6,270  
SPDR S&P Regional Banking ETF     70       490,000       70.00       8/20/2021       24,080  
Sterling Construction Co., Inc.     40       90,000       22.50       9/17/2021       6,600  
Sunrun, Inc.     25       137,500       55.00       6/18/2021       27,125  
Ulta Beauty, Inc.     5       160,000       320.00       7/16/2021       2,945  
Ulta Beauty, Inc.     10       320,000       320.00       9/17/2021       14,720  
Ultra Clean Holdings, Inc.     20       110,000       55.00       6/18/2021       3,300  
Ultra Clean Holdings, Inc.     20       120,000       60.00       6/18/2021       8,700  
                                         
TOTAL PUT OPTIONS WRITTEN (Premiums $499,850)                                     375,269  
                                         
TOTAL OPTIONS WRITTEN (Premiums $626,272)                                   $ 607,070  

 

1 Each option contract is equivalent to 100 shares of common stock. All options are non-income producing.

 

ADR - American Depositary Receipt  

AG - Aktiengesellschaft (German Public Limited Company)  

ETF - Exchange-Traded Fund  

Ltd. - Limited  

NV - Naamloze Vennootschap (Dutch Public Company)  

PLC - Public Limited Company

 

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

 

8  

 

 

FINTRUST INCOME AND OPPORTUNITY FUND  
STATEMENT OF ASSETS AND LIABILITIES  
   
May 31, 2021 (Unaudited) SEMI-ANNUAL REPORT
Assets:        
         
Total Investments, at cost   $ 29,080,853  
Investments, at  value   $ 31,696,504  
Receivables:        
Interest     2,451  
Dividends     24,537  
Investment securities sold     283,023  
Prepaid expenses     3,396  
Total assets     32,009,911  
         
Liabilities:        
Premiums from options written   $ 626,272  
Options written, at value   $ 607,070  
Cash due to broker     1,540,781  
Payables:        
Investment securities purchased     777,582  
Due to adviser     25,619  
Accrued distribution (12b-1) fees     37  
Due to administrator     9,364  
Accrued Trustee fees     104  
Accrued expenses     14,585  
Total liabilities     2,975,142  
Net Assets   $ 29,034,769  
         
Sources of Net Assets:        
Paid-in capital   $ 24,506,966  
Total distributable earnings     4,527,803  
Total Net Assets   $ 29,034,769  
         
Class A Shares:        
Net Assets   $ 92,623  
Shares Outstanding (Unlimited shares of $0 par value beneficial interest authorized)     7,313  
Net Asset Value Per Share   $ 12.67  
         
Maximum Offering Price Per Share (a)   $ 13.41  
         
Minimum Redemption Price Per Share (b)   $ 12.54  
         
Institutional Class Shares:        
Net Assets   $ 28,942,146  
Shares Outstanding (Unlimited shares of $0 par value beneficial interest authorized)     2,250,866  
Net Asset Value, Offering and Redemption Price Per Share   $ 12.86  

 

(a) A maximum sales charge of 5.50% is imposed on Class A shares. 

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

 

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

 

9  

 

 

FINTRUST INCOME AND OPPORTUNITY FUND  
STATEMENT OF OPERATIONS SEMI-ANNUAL REPORT

 

    For the
Six Month Period Ended
May 31, 2021
 
    (Unaudited)  
Investment income:        
Dividends (net of foreign withholding taxes of $1,824)   $ 100,636  
Interest     5,436  
Total investment income     106,072  
         
Expenses:        
Management fees (Note 6)     140,297  
Distribution (12b-1) fees - Class A (Note 6)     109  
Accounting and transfer agent fees and expenses     50,052  
Interest expense     14,736  
Liquidity Rule fees     11,335  
Pricing fees     10,471  
Trustee fees and expenses     8,976  
Legal fees     8,438  
Reports to shareholders     7,480  
Custodian fees     7,480  
Audit fees     7,231  
Miscellaneous     6,670  
Dividends on securities sold short     1,200  
Insurance     1,102  
Registration and filing fees     906  
Compliance officer fees     637  
Total expenses     277,120  
Less: fees waived (Note 6)     (42,175 )
Net expenses     234,945  
         
Net investment loss     (128,873 )
         
Realized and unrealized gain (loss):        
Net realized gain (loss) on:        
Investments     1,848,288  
Options written     491,228  
Securities sold short     (238,076 )
Net realized gains on investments, options written and securities sold short     2,101,440  
         
Net change in unrealized appreciation on:        
Investments     1,845,537  
Options written     5,631  
Securities sold short     89,906  
Net change in unrealized appreciation on investments, options written and securities sold short     1,941,074  
         
Net realized and unrealized gain on investments, options written and securities sold short     4,042,514  
         
Net increase in net assets resulting from operations   $ 3,913,641  

 

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

 

10  

 

FINTRUST INCOME AND OPPORTUNITY FUND  
STATEMENTS OF CHANGES IN NET ASSETS SEMI-ANNUAL REPORT
             
    For the
Six Month Period Ended
May 31, 2021
    For the
Year Ended
November 30, 2020
 
    (Unaudited)          
Increase (decrease) in net assets from:                
Operations:                
Net investment loss   $ (128,873 )   $ (158,861 )
Net realized gain on investments, options written and securities sold short     2,101,440       1,108,160  
Net change in unrealized appreciation on investments, options written and securities sold short     1,941,074       856,405  
Net increase in net assets resulting from operations     3,913,641       1,805,704  
                 
Distributions to shareholders from:                
Total distributable earnings - Class A     (4,673 )     (3,800 )
Total distributable earnings - Institutional Class     (1,003,570 )     (401,040 )
Total distributions     (1,008,243 )     (404,840 )
                 
Capital share transactions (Note 4):                
Increase in net assets from capital share transactions     8,046,804       6,299,972  
                 
Increase in net assets     10,952,202       7,700,836  
                 
Net Assets:                
Beginning of year/period     18,082,567       10,381,731  
                 
End of year/period   $ 29,034,769     $ 18,082,567  

 

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

 

11  

 

 

FINTRUST INCOME AND OPPORTUNITY FUND  
FINANCIAL HIGHLIGHTS SEMI-ANNUAL REPORT

 

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

 

 

    Class A  
                                                 
    For the
Six Month Period Ended
May 31, 2021
    For the
Year Ended
November 30, 2020
    For the
Year Ended
November 30, 2019
    For the
Year Ended
November 30, 2018
    For the
Year Ended
November 30, 2017
    For the
Period Ended
November 30, 2016 (a)
 
    (Unaudited)                                          
                                                 
Net Asset Value, Beginning of Year/Period   $ 11.19     $ 10.71     $ 10.73     $ 11.97     $ 11.03     $ 10.00  
                                                 
Investment Operations:                                                
Net investment loss (b)     (0.08 )     (0.15 )     (0.06 )     (0.05 )     (0.08 )     (0.11 )
Net realized and unrealized gains on investments, options written and securities sold short     2.19       1.05       0.56       0.04       1.03       1.14  
     Total from investment operations     2.11       0.90       0.50       (0.01 )     0.95       1.03  
                                                 
Distributions:                                                
From net realized capital gains     (0.63 )     (0.42 )     (0.52 )     (1.23 )     (0.01 )      
Total distributions     (0.63 )     (0.42 )     (0.52 )     (1.23 )     (0.01 )      
                                                 
Net Asset Value, End of Year/Period   $ 12.67     $ 11.19     $ 10.71     $ 10.73     $ 11.97     $ 11.03  
                                                 
Total Return (c)     19.72 %(d)     8.68 %     5.32 %     (0.31 )%     8.61 %     10.30 %(d)
                                                 
Ratios/Supplemental Data                                                
Net assets, end of year/period (in 000's)   $ 93     $ 83     $ 97     $ 92     $ 398     $ 370  
                                                 
Ratios of expenses to average net assets:                                                
Before fees waived and expenses absorbed     2.72 %(e)(f)     3.29 %(f)     3.66 %(f)     4.57 %     4.52 %(f)     7.31 %(e)(f)
After fees waived and expenses absorbed     2.34 %(e)(f)     2.35 %(f)     2.22 %(f)     2.20 %     2.26 %(f)     2.30 %(e)(f)
                                                 
Ratios of net investment loss:                                                
Before fees waived and expenses absorbed     (1.77 )%(e)(f)     (2.35 )%(f)     (2.06 )%(f)     (2.84 )%     (2.99 )%(f)     (6.26 )%(e)(f)
After fees waived and expenses absorbed     (1.39 )%(e)(f)     (1.41 )%(f)     (0.63 )%(f)     (0.47 )%     (0.73 )%(f)     (1.24 )%(e)(f)
                                                 
Portfolio turnover rate     137.25 %(d)     271.84 %     192.88 %     280.78 %     94.23 %     29.55 %(d)

 

(a) The FinTrust Income and Opportunity Fund commenced operations on January 21, 2016.
(b) Net investment loss per share is based on average shares outstanding.
(c) Total Return represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends and does not reflect the impact of sales charges.
(d) Not annualized.
(e) Annualized.
(f) The ratios include 0.13% of interest expense and 0.01% of dividend expense during the six month period ended May 31, 2021, 0.15% of interest expense during the year ended November 30, 2020, 0.02% of interest expense during the year ended November 30, 2019, 0.06% of interest expense during the year ended November 30, 2017 and 0.10% of interest expense during the period ended November 30, 2016.

 

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

 

12  

 

FINTRUST INCOME AND OPPORTUNITY FUND  
FINANCIAL HIGHLIGHTS SEMI-ANNUAL REPORT

 

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

 

    Institutional Class  
                                                 
    For the
Six Month Period Ended
May 31, 2021
    For the
Year Ended
November 30, 2020
    For the
Year Ended
November 30, 2019
    For the
Year Ended
November 30, 2018
    For the
Year Ended
November 30, 2017
    For the
Period Ended
November 30, 2016 (a)
 
    (Unaudited)                                          
                                                 
Net Asset Value, Beginning of Year/Period   $ 11.34     $ 10.82     $ 10.81     $ 12.02     $ 11.05     $ 10.00  
                                                 
Investment Operations:                                                
Net investment loss (b)     (0.07 )     (0.12 )     (0.04 )     (0.02 )     (0.05 )     (0.09 )
Net realized and unrealized gains on investments, options written and securities sold short     2.22       1.06       0.57       0.04       1.03       1.14  
Total from investment operations     2.15       0.94       0.53       0.02       0.98       1.05  
                                                 
Distributions:                                                
From net realized capital gains     (0.63 )     (0.42 )     (0.52 )     (1.23 )     (0.01 )      
Total distributions     (0.63 )     (0.42 )     (0.52 )     (1.23 )     (0.01 )      
                                                 
Net Asset Value, End of Year/Period   $ 12.86     $ 11.34     $ 10.82     $ 10.81     $ 12.02     $ 11.05  
                                                 
Total Return (c)     19.82 %(d)     8.97 %     5.57 %     (0.03 )%(g)     8.86 %     10.50 %(d)
                                                 
Ratios/Supplemental Data                                                
Net assets, end of year/period (in 000's)   $ 28,942     $ 17,999     $ 10,285     $ 5,680     $ 5,578     $ 3,741  
                                                 
Ratios of expenses to average net assets:                                                
Before fees waived and expenses absorbed     2.47 %(e)(f)     3.04 %(f)     3.41 %(f)     4.32 %     4.27 %(f)     7.06 %(e)(f)
After fees waived and expenses absorbed     2.09 %(e)(f)     2.10 %(f)     1.97 %(f)     1.95 %     2.01 %(f)     2.05 %(e)(f)
                                                 
Ratios of net investment loss:                                                
Before fees waived and expenses absorbed     (1.52 )%(e)(f)     (2.10 )%(f)     (1.81 )%(f)     (2.59 )%     (2.74 )%(f)     (6.01 )%(e)(f)
After fees waived and expenses absorbed     (1.14 )%(e)(f)     (1.16 )%(f)     (0.38 )%(f)     (0.22 )%     (0.48 )%(f)     (0.99 )%(e)(f)
                                                 
Portfolio turnover rate     137.25 %(d)     271.84 %     192.88 %     280.78 %     94.23 %     29.55 %(d)

 

(a) The FinTrust Income and Opportunity Fund commenced operations on January 21, 2016.
(b) Net investment loss per share is based on average shares outstanding.
(c) Total Return represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends.
(d) Not annualized.
(e) Annualized.
(f) The ratios include 0.13% of interest expense and 0.01% of dividend expense during the six month period ended May 31, 2021, 0.15% of interest expense during the year ended November 30, 2020, 0.02% of interest expense during the year ended November 30, 2019, 0.06% of interest expense during the year ended November 30, 2017 and 0.10% of interest expense during the period ended November 30, 2016.
(g) Total return does not correlate to the total from investment operations due to the timing of certain subscriptions and redemptions in the Fund.

 

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

 

13  

 

 

FinTrust Income and Opportunity Fund SEMI-ANNUAL REPORT
 

NOTES TO THE FINANCIAL STATEMENTS

May 31, 2021 (Unaudited)

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

The FinTrust Income and Opportunity Fund (the “Fund”), is a series of 360 Funds (the “Trust”). The Trust was organized on February 24, 2005 as a Delaware statutory trust. The Trust is registered as an open-end management investment company under the Investment Company Act of 1940 (the “1940 Act”). The Fund is a non-diversified Fund. As a non-diversified Fund, it may invest a significant portion of its assets in a small number of companies. The Fund’s investment objective is total return comprised of income and capital appreciation. The Fund’s investment adviser is FinTrust Capital Advisors, LLC (the “Adviser”). The Fund offers two classes of shares, Class A and Institutional Class shares. Each class of shares commenced operations on January 21, 2016. Each class differs as to sales and redemption charges and ongoing fees. Income and expenses (other than class specific), and realized/unrealized gains or losses are allocated to each class based on their relative net asset values.

 

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

 

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

 

b)           Options – The Fund uses an option strategy in an effort to limit market exposure and volatility. The extent of option selling will depend upon market conditions and the Adviser’s judgment of the advantages of selling call options on the Fund’s equity investments. The sale of put options generates income for the Fund, but exposes it to the risk of declines in the value of the underlying assets. The risk in purchasing options is limited to the premium paid by the Fund for the options. The sale of call options generates income for the Fund, but may limit the Fund's participation in equity market gains. The Fund’s investment adviser seeks to reduce the overall volatility of returns for the Fund by managing a portfolio of options. When the Fund writes or purchases an option, an amount equal to the premium received or paid by the Fund is recorded as a liability or an asset and is subsequently adjusted to the current market value of the option written or purchased. Premiums received or paid from writing or purchasing options which expire unexercised are treated by the Fund on the expiration date as realized gains or losses. The difference between the premium and the amount paid or received on effecting a closing purchase or sale transaction, including brokerage commissions, is also treated as a realized gain or loss. If an option is exercised, the premium paid or received is added to the cost of the purchase or proceeds from the sale in determining whether the Fund has realized a gain or a loss on investment transactions.

 

Purchasing and writing put and call options are highly specialized activities and entail greater than ordinary investment risks. The successful use of options depends in part on the ability of the Adviser to manage future price fluctuations and the degree of correlation between the options and securities markets. By writing put options on equity securities, the Fund gives up the opportunity to benefit from potential increases in the value of the underlying securities above the strike prices of the written put options, but continues to bear the risk of declines in the value of underlying securities held by the Fund. The Fund will receive a premium from writing a covered call option that it retains whether or not the option is exercised. The premium received from the written options may not be sufficient to offset any losses sustained from the volatility of the underlying equity securities over time.

 

c)           Exchange-Traded Funds (“ETFs”) The Fund may invest in ETFs. An ETF is a fund that holds a portfolio of common stocks or bonds designed to track the performance of a securities index or sector of an index. ETFs are traded on a securities exchange based on their market value. An ETF portfolio holds the same stocks or bonds as the index it tracks, so its market price reflects the value of the index at any given time. ETFs are registered investment companies and incur fees and expenses such as operating expenses, licensing fees, registration fees, trustees’ fees, and marketing expenses, and ETF shareholders, such as the Fund, pay their proportionate share of these expenses. Your cost of investing in the Fund will generally be higher than the cost of investing directly in ETFs. By investing in the Fund, you will indirectly bear fees and expenses charged by the underlying ETFs in which the Fund invests in addition to the Fund’s direct fees and expenses.

 

d)           Federal Income Taxes The Fund has qualified and intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). It is the policy of the Fund to comply with the requirements of the Code applicable to regulated investment companies and to distribute substantially all of its net investment company taxable income and net capital gains. The Fund also intends to distribute sufficient net investment income and net capital gains, if any, so that it will not be subject to excise tax on undistributed income and gains. Therefore, no federal income tax or excise provision is required.

 

14

 

 

FinTrust Income and Opportunity Fund SEMI-ANNUAL REPORT
 

NOTES TO THE FINANCIAL STATEMENTS

May 31, 2021 (Unaudited)

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

As of and for the six month period ended May 31, 2021, the Fund did not have a liability for any unrecognized tax expenses. The Fund recognizes interest and penalties, if any, related to unrecognized tax liability as income tax expense in the Statement of Operations. For the six month period ended May 31, 2021, the Fund did not incur any interest or penalties. The Fund identifies its major tax jurisdiction as U.S. Federal.

 

In addition, accounting principles generally accepted in the United States of America (“GAAP”) requires management of the Fund to analyze all open tax years, as defined by the Internal Revenue Service statute of limitations for all major jurisdictions, including federal tax authorities and certain state tax authorities. As of the six month period ended May 31, 2021, and for all other open tax years (years ended November 30, 2020, November 30, 2019, November 30, 2018 and November 30, 2017), the Fund did not have a liability for any unrecognized tax benefits. The Fund has no examinations in progress and is not aware of any tax positions for which it is reasonably possible that the total tax amounts of unrecognized tax benefits will significantly change in the next twelve months.

 

e)           Distributions to ShareholdersDividends 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.

 

f)           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.

 

g)           Non-Diversified Fund – The Fund is a non-diversified fund. In general, a non-diversified fund may invest a greater percentage of its assets in a particular issue and may own fewer securities than other mutual funds. Accordingly, a non-diversified fund is generally subject to the risk that a large loss in an individual issue will cause a greater loss for the fund than it would if the fund was required to hold a larger number of securities or smaller positions.

 

h)           Sales Charges – A maximum sales charge of 5.50% is imposed on certain purchases of Class A shares. A contingent deferred sales charge (“CDSC”) is imposed upon certain redemptions of Class A shares purchased at net asset value in amounts totaling $1 million if the dealer’s commission was paid by the underwriter and the shares are redeemed within one year from the date of purchase. The CDSC will be paid to the Distributor and will be equal to 1.00% of the lesser of (1) the net asset value at the time of purchase of the Class A shares being redeemed; or (2) the net asset value of such shares at the time of redemption. There were no CDSC Fees paid to the Distributor for the six month period ended May 31, 2021.

 

i)            Expenses – Expenses incurred by the Trust that do not relate to a specific fund of the Trust are allocated to the individual funds based on each fund's relative net assets or another appropriate basis as determined by the Board.

 

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

 

2. SECURITIES VALUATIONS

 

Processes and Structure

 

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

 

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FinTrust Income and Opportunity Fund SEMI-ANNUAL REPORT
 

NOTES TO THE FINANCIAL STATEMENTS

May 31, 2021 (Unaudited)

 

2. SECURITIES VALUATIONS (continued)

 

Hierarchy of Fair Value Inputs

 

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

 

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

 

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

 

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

 

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

 

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

 

Fair Value Measurements

 

A description of the valuation techniques applied to the Trust's major categories of assets and liabilities measured at fair value on a recurring basis are as follows:

 

Equity securities (common stock, preferred stock and ETFs) – Securities traded on a national securities exchange (or reported on the NASDAQ national market) are stated at the last reported sales price on the day of valuation. To the extent these securities are actively traded, and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy. Certain foreign securities may be fair valued using a pricing service that considers the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments such as American Depositary Receipts, financial futures, Exchange-Traded Funds, and the movement of the 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 and are categorized as Level 1.

 

Derivative instruments – Listed derivatives, including options, that are actively traded, are valued based on quoted prices from the exchange and categorized in Level 1 of the fair value hierarchy. Options held by the Fund for which no current quotations are readily available and which are not traded on the valuation date are valued at the mean price and are categorized within Level 2 of the fair value hierarchy. Over-the-counter (OTC) derivative contracts include forward, swap, and option contracts related to interest rates; foreign currencies; credit standing of reference entities; equity prices; or commodity prices, and warrants on exchange-traded securities. Depending on the product and terms of the transaction, the fair value of the OTC derivative products can be modeled taking into account the counterparties' creditworthiness and using a series of techniques, including simulation models. Many pricing models do not entail material subjectivity because the methodologies employed do not necessitate significant judgments, and the pricing inputs are observed from actively quoted markets, as is the case of interest rate swap and option contracts. OTC derivative products valued using pricing models are categorized within Level 2 of the fair value hierarchy.

 

16

 

 

FinTrust Income and Opportunity Fund SEMI-ANNUAL REPORT
 

NOTES TO THE FINANCIAL STATEMENTS

May 31, 2021 (Unaudited)

 

2. SECURITIES VALUATIONS (continued)

 

If the Adviser decides that a price provided by the pricing service does not accurately reflect the fair value of the securities, when prices are not readily available from a pricing service, or when certain restricted or illiquid securities are being valued, securities are valued at fair value as determined in good faith by the Adviser, in conformity with guidelines adopted by and subject to review of the Board and the Fair Valuation Committee. These securities will be categorized as Level 3 securities.

 

The following tables summarize the inputs used to value the Fund’s assets and liabilities measured at fair value as of May 31, 2021.

 

Financial Instruments – Assets                        
                         
Security Classification (1)   Level 1     Level 2     Level 3     Totals  
Common Stock (2)   $ 22,301,371     $     $     $ 22,301,371  
Exchange-Traded Funds     399,975                   399,975  
Preferred Stock (2)     1,254,350                   1,254,350  
Government Bonds           1,819,514             1,819,514  
Call Options Purchased     683,656       274,975             958,631  
Put Options Purchased     535,385       193,930             729,315  
Warrants     60,975                   60,975  
Short-Term Investments     4,172,373                   4,172,373  
Total Assets   $ 29,408,085     $ 2,288,419     $     $ 31,696,504  

 

Derivative and Financial Instruments – Liabilities                        
                         
Security Classification (1)   Level 1     Level 2     Level 3     Totals  
Call Options Written   $ 231,801     $     $     $ 231,801  
Put Options Written     270,932       104,337             375,269  
Total Liabilities   $ 502,733     $ 104,337     $     $ 607,070  

 

 

 

(1)       As of and for the six month period ended May 31, 2021, the Fund held no securities that were considered to be “Level 3” securities (those valued using significant unobservable inputs). Therefore, a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value is not applicable.

 

(2)       All common and preferred stock held in the Fund are Level 1 securities. For a detailed break-out of common and preferred stock by industry, please refer to the Schedule of Investments.

 

3. DERIVATIVE TRANSACTIONS

 

As of May 31, 2021, the location on the Statement of Assets and Liabilities for financial derivative instrument fair values is as follows:

 

Assets   Location     Equity Contracts  
Call options purchased   Investments, at value     $ 958,631  
Put options purchased   Investments, at value       729,315  
Total Assets         $ 1,687,946  

 

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FinTrust Income and Opportunity Fund SEMI-ANNUAL REPORT
 

NOTES TO THE FINANCIAL STATEMENTS

May 31, 2021 (Unaudited)

 

3. DERIVATIVES TRANSACTIONS (continued)

 

Liabilities   Location     Equity Contracts  
Call options written   Options written, at value     $ 231,801  
Put options written   Options written, at value       375,269  
Total Liabilities         $ 607,070  

 

Realized and unrealized gains and losses on derivatives contracts entered into by the Fund for the six month period ended May 31, 2021, are recorded in the following locations in the Statement of Operations:

 

Net change in unrealized appreciation (depreciation) on:   Location     Equity Contracts  
Call options purchased   Investments     $ 217,482  
Put options purchased   Investments       (278,416 )
Call options written   Options written       (102,343 )
Put options written   Options written       107,974  
          $ (55,303 )

 

Net realized gain (loss) on:   Location     Equity Contracts  
Call options purchased   Investments     $ (38,937 )
Put options purchased   Investments       (661,670 )
Call options written   Options written       61,883  
Put options written   Options written       429,345  
          $ (209,379 )

 

For the six month period ended May 31, 2021, the average month-end notional value of purchased and written option contracts for the Fund was $13,544,143 and ($7,865,514), respectively. The primary risk category for all open options positions during the fiscal year was equity risk.

 

4. CAPITAL SHARE TRANSACTIONS

 

Transactions in shares of capital stock for the six month period ended May 31, 2021, were as follows:

 

    Sold     Redeemed     Reinvested     Net Increase (Decrease)  
Class A                                
Shares     1       (557 )     427       (129 )
Value   $ 3     $ (6,089 )   $ 4,672     $ (1,414 )
Institutional Class                                
Shares     635,046       (61,960 )     90,412       663,498  
Value   $ 7,765,515     $ (720,867 )   $ 1,003,570     $ 8,048,218  

 

18

 

 

FinTrust Income and Opportunity Fund SEMI-ANNUAL REPORT
 

NOTES TO THE FINANCIAL STATEMENTS

May 31, 2021 (Unaudited)

 

4. CAPITAL SHARE TRANSACTIONS (continued)

 

Transactions in shares of capital stock for the year ended November 30, 2020, were as follows:

 

    Sold     Redeemed     Reinvested     Net Increase (Decrease)  
Class A                                
Shares     10       (1,961 )     363       (1,588 )
Value   $ 101     $ (20,261 )   $ 3,800     $ (16,360 )
Institutional Class                                
Shares     741,588       (142,803 )     37,870       636,655  
Value   $ 7,332,702     $ (1,417,410 )   $ 401,040     $ 6,316,332  

 

5. INVESTMENT TRANSACTIONS

 

For the six month period ended May 31, 2021, aggregate purchases and sales of investment securities (excluding short-term investments and U.S. Government securities) for the Fund were as follows:

 

Purchases     Sales  
$ 32,648,687     $ 27,174,608  

 

The cost of purchases and proceeds from sales of U.S. government securities during the six month period ended May 31, 2021, were $499,901 and $250,000, respectively.

 

6. ADVISORY FEES AND OTHER RELATED PARTY TRANSACTIONS

 

The Fund has entered into an Investment Advisory Agreement (the “Advisory Agreement”) with the Adviser. Pursuant to the Advisory Agreement, the Adviser manages the operations of the Fund and manages the Fund’s investments in accordance with the stated policies of the Fund. As compensation for the investment advisory services provided to the Fund, the Adviser will receive a monthly management fee equal to an annual rate of 1.25% of the Fund’s net assets. For the six month period ended May 31, 2021, the Adviser earned $140,297 of management fees.

 

The Adviser has entered into an Expense Limitation Agreement with the Fund under which it has agreed to waive or reduce its fees and to assume other expenses of the Fund, if necessary, in an amount that limits the Fund’s annual operating expenses (excluding interest, distribution fees pursuant to Rule 12b-1 Plans, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such Fund’s business) to not more than 1.95% of the Fund’s average daily net assets. The current contractual agreement cannot be terminated before March 31, 2023, without the Board of Trustees’ approval. For the six month period ended May 31, 2021, the Adviser waived advisory fees of $42,175.

 

Subject to approval by the Fund’s Board, any waiver under the Expense Limitation Agreement is subject to repayment by the Fund within the three years following the month in which such waiver or reimbursement occurred, if the Fund can make the payment without exceeding the 1.95% expense limitation. The cumulative reimbursement is $363,391, of which $63,687, $128,536, $128,993 and $42,175 can be recouped no later than November 30, 2021, November 30, 2022, November 30, 2023 and May 31, 2024, respectively.

 

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

 

For the six month period ended May 31, 2021, M3Sixty earned $50,052, including out of pocket expenses, pursuant to the ICSA.

 

19

 

 

FinTrust Income and Opportunity Fund SEMI-ANNUAL REPORT
 

NOTES TO THE FINANCIAL STATEMENTS

May 31, 2021 (Unaudited)

 

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

 

The Fund has also entered into a Chief Compliance Officer Service Agreement (“CCO Agreement”) with M3Sixty. Pursuant to the CCO Agreement, M3Sixty agrees to provide a Chief Compliance Officer (“CCO”), as described in Rule 38a-1 of the 1940 Act, to the Fund for the year and on the terms and conditions set forth in the CCO Agreement.

 

For the six month period ended May 31, 2021, M3Sixty earned $637 of fees pursuant to the CCO Agreement.

 

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

 

The Fund has entered into a Distribution Agreement with Matrix 360 Distributors, LLC (“M3SixtyD” or the “Distributor”). Pursuant to the Distribution Agreement, the Distributor provides distribution services to the Fund. The Distributor served as underwriter/distributor of the Fund. M3SixtyD may receive commissions from the sale of Class A shares. During the six month period ended May 31, 2021, no commissions were paid to the Distributor. M3SixtyD is an affiliate of M3Sixty.

 

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

 

The distribution plan for the Class A shares of the Fund took effect January 21, 2016. For the six month period ended May 31, 2021, the Fund accrued $109 in 12b-1 expenses attributable to Class A shares.

 

7. 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, including written options and securities sold short, at May 31, 2021 were as follows:

 

Cost     Gross Appreciation     Gross Depreciation     Net Appreciation  
$ 28,661,391     $ 3,715,396     $ (1,287,353 )   $ 2,428,043  

 

The difference between book basis and tax basis unrealized appreciation (depreciation) is primarily attributable to the tax deferral of losses on wash sales and straddles.

 

The Fund’s tax basis distributable earnings are determined at the end of each fiscal year. The tax character of distributable earnings (deficit) at November 30, 2020, the Fund’s most recent fiscal year end, is as follows:

 

 

Unrealized
Appreciation

   

Undistributed

Ordinary

Income

   

Undistributed

Long-Term

Capital Gains

   

Capital Loss

Carry

Forwards

   

Post-October

Loss and

Late Year Loss

   

Other

Book/Tax
Differences

   

Total

Distributable

Earnings

 
$ 645,068     $ 847,129     $ 164,014     $     $     $ (33,806 )   $ 1,622,405  

 

Under current tax law, net capital losses realized after October 31st and net ordinary losses incurred after December 31st may be deferred and treated as occurring on the first day of the following fiscal year. As of November 30, 2020 the Fund did not elect to defer any losses.

 

In accordance with accounting pronouncements, the Fund may record reclassifications in the capital accounts. These reclassifications have no impact on the net asset value of the Fund and are designed generally to present distributable earnings on a tax basis which is considered to be more informative to the shareholder. As of November 30, 2020, the Fund did not record any reclassifications to capital accounts.

 

Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 31, 2010, may be carried forward indefinitely, and their character is retained as short-term and/or long-term. As of November 30, 2020, the Fund had no capital loss carryforwards for federal income tax purposes.

 

For the six month ended May 31, 2021, the Fund distributed, on a tax basis, $844,230 of ordinary income and $164,013 of long-term capital gains.

 

20

 

 

FinTrust Income and Opportunity Fund SEMI-ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS  
May 31, 2021 (Unaudited)  

 

7. TAX MATTERS (continued)

 

For the year ended November 30, 2020, the Fund distributed, on a tax basis, $362,575 of ordinary income and $42,265 of long-term capital gains.

 

8. BENEFICIAL OWNERSHIP

 

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund, under Section 2(a)(9) of the Investment Company Act of 1940. As of May 31, 2021, Charles Schwab and Co., Inc. held 58.48% and National Financial Services, LLC held 41.30% of the Fund’s shares in omnibus accounts for the sole benefit of their customers. The Trust does not know whether any of the underlying beneficial shareholders of the omnibus accounts held by Charles Schwab and Co., Inc. or National Financial Services, LLC own more than 25% of the voting securities of the Fund.

 

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 Trust’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be estimated; however, management considers the risk of loss from such claims to be remote.

 

10. SUBSEQUENT EVENTS

 

At a Special Meeting of the Board held on June 28, 2021 (the “Special Meeting”), the Board was notified that the parent company of the Adviser (the “Parent Company”), which owns 100% of the Adviser, has entered into a membership interest purchase agreement (the “MIPA”) with United Community Bank, Inc. (“UCBI”) for 100% of the interest of the Parent Company. Under the MIPA, UCBI will acquire 100% of the interests in the Parent Company, and, therefore, will become the ultimate parent company of the Adviser. The closing date of the transaction was July 6, 2021.

 

Upon closing of the MIPA, the Advisory Agreement was terminated because of a change in control of the Adviser that resulted in the assignment of the Advisory Agreement under federal securities laws. For the Adviser to continue to provide investment management services to the Fund, the Board voted unanimously to approve an Interim Investment Advisory Agreement at the Special Meeting for a term not greater than 150 days or until shareholders approve a New Investment Advisory Agreement (“New Agreement”).

 

At the Special Meeting, the Board approved the New Agreement as well as a New Expense Limitation Agreement for the Fund which will also need to be approved by shareholders. A Special Meeting of Shareholders has been called to be held on or around September 17, 2021 for the purpose of approving the New Agreement and New Expense Limitation Agreement, and to conduct any other business that may lawfully be presented at such meeting.

 

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

 

21

 

FinTrust Income and Opportunity Fund SEMI-ANNUAL REPORT
ADDITIONAL INFORMATION  
May 31, 2021 (Unaudited)  

 

The Fund files its 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-PORT. The Fund’s Forms N-PORT are available on the Commission’s website at http://www.sec.gov. The Fund’s Forms N-PORT 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.

 

Prior to March 31, 2020, the Fund filed its complete schedules of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov.

 

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

 

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

 

Shareholder Tax Information - The Fund is required to advise you within 60 days of the Fund’s fiscal year end regarding the federal tax status of distributions received by shareholders during the fiscal year. The Fund paid $844,230 of ordinary income and $164,013 of long-term capital gain distributions for the six month period ended May 31, 2021.

 

Tax information is reported from the Fund’s fiscal year and not calendar year, therefore, shareholders should refer to their Form 1099-DIV or other tax information which will be mailed in 2022 to determine the calendar year amounts to be included on their 2021 tax returns. Shareholders should consult their own tax advisors.

 

22

 

FinTrust Income and Opportunity Fund SEMI-ANNUAL REPORT
ADDITIONAL INFORMATION  
May 31, 2021 (Unaudited)  

 

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

 

The Trustees are responsible for the management and supervision of the Fund. The Trustees approve all significant agreements between the Trust, on behalf of the Fund, and those companies that furnish services to the Fund; review performance of the Fund; and oversee activities of the Fund. The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling (877) 244-6235.

 

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

 

Name of Trustee1   Aggregate
Compensation
From each Fund2
    Pension or Retirement
Benefits Accrued As Part
of Portfolio Expenses
  Estimated
Annual Benefits
Upon
Retirement
  Total Compensation
From the Fund
Paid to Trustees2
 
Independent Trustees
Arthur Q. Falk   $ 1,767     None   None   $ 1,767  
Tom M. Wirtshafter   $ 1,767     None   None   $ 1,767  
Gary W. DiCenzo   $ 1,767     None   None   $ 1,767  
Steven D. Poppen   $ 1,767     None   None   $ 1,767  
Thomas J. Schmidt   $ 1,767     None   None   $ 1,767  
Interested Trustees and Officers
Randall K. Linscott     None     Not Applicable   Not Applicable     None  

 

1 Each of the Trustees serves as a Trustee to each Series of the Trust. The Trust currently offers six (6) series of shares.

2 Figures are for the six month period ended May 31, 2021.

 

23

 

 

FinTrust Income and Opportunity Fund SEMI-ANNUAL REPORT

 

Information About Your Fund’s Expenses – (Unaudited)

 

 

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

 

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

 

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

 

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

 

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

 

Expenses and Value of a $1,000 Investment for the period from 11/30/20 through 05/31/21

 

    Beginning Account
Value (11/30/20)
    Annualized Expense
Ratio for the Period
    Ending Account
Value (05/31/21)
    Expenses Paid
During Period (a)
 
Actual Fund Return (in parentheses)                                
Class A (19.72%)   $ 1,000.00       2.34 %   $ 1,197.20     $ 12.82  
Institutional Class (19.82%)   $ 1,000.00       2.09 %   $ 1,198.20     $ 11.45  
Hypothetical 5% Return                                
Class A   $ 1,000.00       2.34 %   $ 1,013.30     $ 11.75  
Institutional Class   $ 1,000.00       2.09 %   $ 1,014.50     $ 10.50  

 

(a) Expenses are equal to the Fund’s annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/365 to reflect the one-half year period.

 

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

24

 

 

FinTrust Income and Opportunity Fund SEMI-ANNUAL REPORT 
 

 

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

 

 

Total Fund operating expense ratios as stated in the current Fund prospectus dated March 30, 2021 for the Fund were as follows:

 

FinTrust Income and Opportunity Fund Class A, gross of fee waivers or expense reimbursements 3.30%
FinTrust Income and Opportunity Fund Class A, after waiver and reimbursement* 2.36%
FinTrust Income and Opportunity Fund Institutional Class, gross of fee waivers or expense reimbursements

3.05%

FinTrust Income and Opportunity Fund Institutional Class, after waiver and reimbursement* 2.11%

 

* FinTrust Capital Advisors, LLC (the “Adviser”) has entered into an Expense Limitation Agreement with the Fund under which it has agreed to waive or reduce its fees and to assume other expenses of the Fund, if necessary, in an amount that limits the Fund’s annual operating expenses (excluding interest, distribution fees pursuant to Rule 12b-1 Plans, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such Fund’s business) to not more than 1.95%. The Expense Limitation Agreement covers the period during which the Interim Investment Advisory Agreement was in place and the period following shareholder approval of the new Investment Advisory Agreement through at least March 31, 2022. Subject to approval by the Fund’s Board, any waiver under the Expense Limitation Agreement is subject to repayment by the Fund within the three fiscal years following the year in which such waiver occurred, if the Fund is able to make the payment without exceeding the 1.95% expense limitation. The current contractual agreement cannot be terminated prior to at least one year after the effective date without the Board of Trustees’ approval. Total Gross Operating Expenses for the six month period ended May 31, 2021 were 2.72% and 2.47% for the FinTrust Income and Opportunity Fund Class A shares and FinTrust Income and Opportunity Fund Institutional Class shares, respectively. Please see the Information About Your Fund’s Expenses, the Financial Highlights and Notes to Financial Statements (Note 6) sections of this report for expense related disclosures for the six month period ended May 31, 2021. 

 

  25

 

 

FinTrust Income and Opportunity Fund SEMI-ANNUAL REPORT 
 

 

Liquidity Risk Management Program (Unaudited)

 

 

In accordance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), the Fund has established a liquidity risk management program (the “Liquidity Program”) that is reasonably designed to assess and manage the Fund’s liquidity risk, which generally represents the risk that the Fund could not meet redemption requests without significant dilution of remaining investors’ interests. The Board has appointed M3Sixty Administration, LLC (“M3Sixty”), as the administrator of the Liquidity Program. As administrator, M3Sixty is responsible for overseeing the daily operations of the Liquidity Program, and annually assessing, managing, and reviewing with the Board the liquidity risk of each series in the Trust. M3Sixty works with the Fund’s investment adviser, as necessary, to execute the Liquidity Program and address issues as they arise.

 

The Liquidity Program’s principal objectives include supporting the Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that the Fund cannot timely meet its redemption obligations. The Liquidity Program also includes a number of elements that support the management and assessment of liquidity risk, including an annual assessment of factors that influence each Fund’s liquidity and the periodic classification and reclassification of its investments into categories that reflect each investment adviser’s assessment of the Fund’s relative liquidity under current market conditions. Under the Liquidity Program, every investment held by the Fund is classified at least monthly into one of four liquidity categories based on estimations of the investment’s ability to be sold during designated time frames in current market conditions without significantly changing the investment’s market value.

 

As required by the Liquidity Rule, at a meeting held on January 27, 2021, M3Sixty presented an annual assessment to the Board that addressed the operation of the Liquidity Program and assessed its adequacy and effectiveness of implementation, including any material changes to the Liquidity Program and the determination of each Fund’s Highly Liquid Investment Minimum (“HLIM”). The annual assessment included consideration of the following factors, as applicable:

 

the Fund’s investment strategy and liquidity of portfolio investments during normal and reasonably foreseeable stressed conditions, including whether the investment strategy is appropriate for an open-end fund;
the extent to which the strategy involves a relatively concentrated portfolio or large positions in particular issuers;
the use of borrowings and derivatives for investment and redemption purposes;
short-term and long-term cash flow projections covering both normal and reasonably foreseeable stressed conditions; and holdings of cash and cash equivalents

 

For each series in the Trust, the annual assessment incorporated a report related to each Fund’s holdings, shareholder and portfolio concentration, any borrowings during the period, cash flow projections, and other relevant data for the period of December 1, 2019 through November 30, 2020. The report described the methodology for classifying each Fund’s investments (including derivative transactions) into one of four liquidity categories, as well as the percentage of each Fund’s investments assigned to each category. It also explained the methodology for establishing a Fund’s HLIM and noted that the investment adviser reviews the HLIM assigned to each Fund no less frequently than annually.

 

During the period, M3Sixty noted that the COVID-19 pandemic, especially in the March 2020 through mid-April 2020 timeframe, was the key factor and/or market event that impacted liquidity risk. Other factors included portfolio composition and client base during the period.

 

During the assessment period, the Board did not approve any material changes to the program.

 

For the Trust, certain provisions of the Liquidity Program initially became effective on June 1, 2019, and the full Liquidity Program was formally approved by the Board in December 2019. During the period covered by the annual assessment, M3Sixty concluded, and reported to the Board, that the Liquidity Program since its implementation has operated adequately and effectively and is reasonably designed to assess and manage each Fund’s liquidity risk.

 

  26

 

 

360 FUNDS 

4300 Shawnee Mission Pkwy 

Suite 100 

Fairway, KS 66205

 

INVESTMENT ADVISER 

FinTrust Capital Advisors, LLC 

124 Verdae Boulevard 

Suite 504 

Greenville, SC 29607

 

ADMINISTRATOR & TRANSFER AGENT 

M3Sixty Administration, LLC 

4300 Shawnee Mission Parkway 

Suite 100 

Fairway, KS 66205

 

DISTRIBUTOR 

Matrix 360 Distributors, LLC 

4300 Shawnee Mission Parkway 

Suite 100 

Fairway, KS 66205

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

BBD, LLP 

1835 Market Street 

3rd Floor 

Philadelphia, PA 19103

 

LEGAL COUNSEL 

Strauss Troy Co., LPA 

Federal Reserve Building 

150 E. 4th Street 

4th Floor 

Cincinnati, OH 45202

 

CUSTODIAN BANK 

Fifth Third Bank 

Fifth Third Center
38 Fountain Square Plaza
Cincinnati, OH 45263

 

 

  

ITEM 2. CODE OF ETHICS.

 

Not applicable at this time.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

 

Not applicable at this time.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

Not applicable at this time.

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

Not applicable

 

ITEM 6. SCHEDULE OF INVESTMENTS.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

ITEM 13. EXHIBITS

 

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

 

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

 

 

 

 

SIGNATURES

 

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

 

360 Funds

 

/s/ Randy Linscott   
By Randy Linscott
Principal Executive Officer  
Date:  August 6, 2021  

 

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:  August 6, 2021  

 

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/ Larry E. Beaver, Jr.  
By Larry E. Beaver, Jr.  
Assistant Treasurer and Acting Principal Financial Officer

Date: August 6, 2021