N-CSR 1 fintrust-ncsr_113021.htm CERTIFIED ANNUAL SHAREHOLDER REPORT

 

 

 

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: 11/30/2021

 

 
 
 

 

ITEM 1.               REPORTS TO SHAREHOLDERS

 

The Annual report to Shareholders of the FinTrust Income and Opportunity Fund, formerly, the HedgeRow Income and Opportunity Fund, a series of the 360 Funds (the “registrant”), for the year ended November 30, 2021 pursuant to Rule 30e-1 under the Investment Company Act of 1940 (the “1940 Act”) (17 CFR 270.30e-1), as amended, 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

 

ANNUAL REPORT

 

November 30, 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

 

LETTER TO SHAREHOLDERS 1
   
INVESTMENT HIGHLIGHTS 4
   
SCHEDULE OF INVESTMENTS 6
   
SCHEDULE OF SECURITIES SOLD SHORT 10
   
SCHEDULE OF OPTIONS WRITTEN 11
   
STATEMENT OF ASSETS AND LIABILITIES 13
   
STATEMENT OF OPERATIONS 14
   
STATEMENTS OF CHANGES IN NET ASSETS 15
   
FINANCIAL HIGHLIGHTS 16
   
NOTES TO THE FINANCIAL STATEMENTS 18
   
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 27
   
ADDITIONAL INFORMATION 29
   
INFORMATION ABOUT YOUR FUND’S EXPENSES 33
   
APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT 35

 

 

 

 

FinTrust Income and Opportunity Fund ANNUAL REPORT

LETTER TO SHAREHOLDERS (Unaudited) 

November 30, 2021

 

Dear Shareholders,

 

Performance

 

In the twelve months ended November 30, 2021, the Institutional Class of our FinTrust Income and Opportunity Fund (the “Fund”) gained 3.79%(a),, while the Class A shares before sales charges gained 3.57%(a) and the S&P 500® Total Return Index(b) (“S&P 500”) gained 27.92% (b) and the Morningstar Long-Short Equity Category gained 12.53%(c).

 

The Economic Climate

 

Divergences Everywhere

 

We came into 2021 rather bullish due to the building economic recovery. Despite the COVID headlines, markets have been able to rally on the back of the historic amounts of fiscal and monetary stimulus. The monetary and fiscal stimulus of 2020 and 2021 are only comparable to the final years of World War II in terms of debt to GDP. As a result, the Fund had a very strong first half of the year. Unfortunately, as the year progressed, and COVID variants began to emerge, we and our models struggled as an increasing number of extreme divergences began to emerge.

 

The Fund’s positions in earlier stage growth companies, international companies, and companies with more economic sensitivity, all suffered as markets grew concerned about the potential for additional government shutdowns, inflation, and an energy price driven recession. While we are dissatisfied with the recent performance, we believe most of the factors impacting the portfolio are transitory and less important to long-term performance than the strength of a company’s intellectual property.

 

The pressure on the types of companies on which we focus was particularly noticeable relative to large company growth stocks which dominate the headline indices. In our data, the divergence between smaller capitalization companies, economically sensitive, and international stock performance relative to mega capitalization U.S. growth stock performance has not been this wide since the last days of the internet bubble (1999-2002).

 

During the 1999-2002 period, large company growth stocks eventually deflated, as money rotated into smaller companies and out of the equity markets and into bonds. The internet bust is interesting because during that time, more stocks went up than went down, but the market indices fell significantly. We do not expect history to exactly repeat, as today’s interest rates are more equity market supportive, but we do still see the potential for a large internal reallocation within the equity markets.

 

Today’s 10-year treasury bond yields less than 2%, whereas in 2000, a 10-year bond yielded more than 6%. We believe today’s low bond yields have lured market participants into using mega capitalization growth stocks as bond market replacements. As a result, when markets grew concerned about additional Covid shutdowns, money flooded into a handful of mega capitalization companies, rather than into low yielding bonds. We believe that as economic concerns ease, this flight to safer money will rotate back out in the other direction.

 

To put the rotation potential into perspective, Apple’s $3 Trillion market capitalization is now larger than the entire stock market index for Great Britain – the FTSE 100. As a result, a 20% decline in just that one stock, whereby the money remained in the market, could potentially cause 600 $1 billion market capitalization companies to double in price. It could also make the entire British stock market index increase by 20%. The potential size of a rotation becomes even bigger when one considers that other top 4 or 5 stocks and bond market money trapped at negative yields.

 

What Might Cause the Rotation

 

We believe markets have begun pricing in a mild inflationary driven recession. Our data also suggests that this has been the driving force behind the large divergence between bond proxy stocks and other companies. Green New Deal policies, which have become politically popular in Europe and the United States, fundamentally seek to raise energy prices in order to encourage substitution and conservation. Unfortunately, legacy energy sources are coming offline faster than new energy sources are replacing them. This along with the economic recovery has caused a noticeable increase in energy prices.

 

As of October, energy prices have risen above their 3-year average. This is significant because such energy price shocks have preceded 11 of 12 United States recessions according to academic papers by Ben Bernanke and Thanyalak Suthijindawong. The Bernanke paper goes further and states that the recessionary risks are increased when the Federal Reserve is responsive to the inflationary pressures of higher energy prices. If this conclusion holds true, then the recessionary risk for 2022 has been increased as Chairman Powell and the Federal Reserve have announced an intention to raise interest rates three times in 2022.

 

While we economically expect an inflation induced slowdown in 2022, we believe much of this risk is already priced into smaller capitalization companies for the following reasons.

 

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FinTrust Income and Opportunity Fund ANNUAL REPORT

LETTER TO SHAREHOLDERS (Unaudited) (continued) 

November 30, 2021

 

According to the research papers, energy prices have historically led recessionary periods by about 5 months, and energy prices peaked in late October. A recession is defined as two consecutive quarters of negative GDP, so computer algos would equate this to roughly 120 trading days. Equity markets in turn are a leading economic indicator, and various studies put the lead time in the 3-6 month time horizon. In December, small capitalization stock market indices made 60-day lows, which would be roughly the mid-point of a 120-day period. Meanwhile, while the yield curve has flattened, it has still maintained a positive slope. As a result, we believe that any mild recession that might begin in early 2022 is already reflected in the equity prices of the non-bond proxy stocks and oil prices.

 

If we are correct in our view, then the large capitalization companies that have been used as bond proxy stocks could suffer, at least on a relative basis, as the economic recovery gains strength.

 

An Important Note About This Recessionary Recovery and the Future

 

As of 2019, the millennial generation (1981-1996) became the largest living generation. This is an economic reality that will be with the markets for the rest of our careers. This is the first time there has been an economic recovery whereby there is a generation later than the baby boom generation. Generation X (1965-1980) is not expected to exceed the size of the baby boomer generation until 2028. Economically, households reach their peak spending when the head of the household is approximately 50 years old. 2022/23 would represent 50 years from the lowest point in immigration adjusted U.S. births (1972-1973) as well as 65 years past the peak in baby boomer births in 1957. As a result, the shape of the recovery and economy will increasingly be driven by the political and economic choices of a younger demographic.

 

We believe 2021 ushered in a glimpse of this younger future. In 2021, the markets began to see large increases in the trading of non-fungible tokens (NFTs), cryptocurrencies, and MEME stocks driven by Twitter, Reddit feeds, and YouTube how to videos. Each generation creates its own trends and has to learn which are fads and which represent sustainable opportunities. The boomers early learning experienced involved the boom, bust, and recovery around the 1987 crash. Generation X rode the internet boom, bust, and boom of the internet. Now the millennials are launching us into their workings and spending years. Over time, we think the millennials will learn, as we did, that great intellectual property can help identify and separate sustainable growth businesses from the wild speculations and tired ideas.

 

There will still be economic expansion and contractions, but we believe this generational turn will support our investment thesis for investing in younger companies with compelling intellectual property for a long time to come.

 

In conclusion

 

In last year’s letter, we wrote the following:

 

“In our opinion, investors may have been etherized and learned bad investing habits following 10 years of federal government stimulus. What’s a kid to do when they just keep spiking the punch bowl?” Well, the only thing we would change from last year’s letter is that we now say 11 years.” This year, we would simply update the statement to 12 years.

 

At the end of June 30, 2021 the interest rate on 10-year government bonds sat at 1.44 % down, about 30 bps points (0.30%) below the 10-year realized inflation rate. Consequently, we think the risk reward in the bond market is poor. There is no question that today’s high equity valuations are due in large part to historically low interest rates. Solving this bond market and risk reward problem is the primary reason we started the FinTrust Income and Opportunity Fund.

 

While stock index returns are highly positive for 2021, valuations measures deteriorated noticeably, as the price increases outpaced the earnings recovery for large capitalization companies. Our annual Ben Graham (Warren Buffet’s mentor) analysis of the 30 Dow Jones Industrial Average stocks now suggest large capitalization stocks have worse than average valuations and returns verse history. Stock return estimates, however, continue to look favorable relative to the returns available from the cash and fixed income markets.

 

Asset Allocation

 

As of November 30, 2021, the portfolio consisted of 79.88% of net assets invested in common and preferred stocks and exchange traded funds, 8.44% of net assets invested in United States Treasury Notes and money market funds which serve as collateral against written put option contracts, 1.90% of net assets invested in put option contracts, and 1.81%% of the Fund was invested in call options on equity securities. Included in the cash balance is $419,047 in collected premium on written options contracts open at November 30, 2021, as part of our strategy to enhance the long-term cash flow generation of the portfolio, while buffering market volatility through the writing of call and put options. This collected premium should provide income beyond the dividends and capital gains generated by the stock positions owned by the Fund. As the option contracts expire and the cash is realized over the next year, these funds will be sources for incremental distributions for investors. These strategies may also help to buffer the downside market exposure of the Fund over time.

 

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FinTrust Income and Opportunity Fund ANNUAL REPORT

LETTER TO SHAREHOLDERS (Unaudited) (continued) 

November 30, 2021

 

Sector Weightings (as of November 30, 2021)

 

The portfolio weightings by sector on a market value basis outlined below:

 

Sector Diversification % of Market Value
Basic Materials   6.6%
Communication Services 12.1%
Consumer Discretionary   2.9%
Energy   2.7%
Financials 17.7%
Healthcare   6.6%
Index 19.0%
Industrials   7.3%
Information Technology 15.7%
Utilities   0.2%
U.S. Treasuries & Money Market   9.2%

 

Conclusion

 

Thank you for investing and joining us as fellow shareholders in the FinTrust Income and Opportunity Fund. We continue to work hard to justify your confidence and trust in our stewardship of your hard-earned savings. We also remain dedicated to providing you with the information we would like to have if our roles were reversed.

 

Shape the future.

 

Allen R. Gillespie, CFA 

Managing Partner of Investments

 

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

 

(b) 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 Morningstar Category Average is the average return for the peer group based on the returns of each individual fund within the group, for the period shown. This average assumes reinvestment of dividends. The Morningstar Long-Short Category represent funds that hold sizeable stakes in both long and short positions in equities and related derivatives. Some funds that fall into this category will shift their exposure to long and short positions depending on their macro outlook or the opportunities they uncover through bottom-up research. Some funds may simply hedge long stock positions through exchange traded funds or derivatives. At least 75% of the assets are in equity securities or derivatives. The information contained herein is proprietary to Morningstar and/or its content providers; may not be copied or distributed; and is not warranted to be accurate, complete or timely. Neither Morningstar not its content providers are responsible for any damages or losses arising from any use of this information.

 

3 

 

 

FinTrust Income and Opportunity Fund ANNUAL REPORT

INVESTMENT HIGHLIGHTS (Unaudited) 

November 30, 2021

 

 

Returns as of November 30, 2021 

 

One Year ended
November 30, 2021

Five Years ended
November 30, 2021

 

Since Inception from
January 21, 2016
through  

November 30, 2021 

FinTrust Income and Opportunity Fund Class A shares without sales charge 3.57%

5.12%

  6.11%
FinTrust Income and Opportunity Fund Class A shares with sales charge   (2.13)%

3.93%

  5.09%
FinTrust Income and Opportunity Fund Institutional Class shares   3.79%

5.38%

  6.37%
S&P 500® Total Return Index   27.92% 17.89%   18.70%

 

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

 

The above graph depicts the performance of the FinTrust Income and Opportunity Fund versus the S&P 500® Total Return Index. 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.

 

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

 

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FinTrust Income and Opportunity Fund ANNUAL REPORT

INVESTMENT HIGHLIGHTS (Unaudited) 

November 30, 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 November 30, 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.

 

5 

 

FINTRUST INCOME AND OPPORTUNITY FUND  
SCHEDULE OF INVESTMENTS  
November 30, 2021   ANNUAL REPORT

 

COMMON STOCK - 70.83%Shares   Value   
         
Auto Manufacturers - 1.18%          
Volkswagen AG - Germany - ADR   10,000   $278,500 
           
Banks - 3.56%          
Bancorp, Inc. (a)   9,800    277,046 
Bank of America Corp.   12,600    560,322 
         837,368 
Biotechnology - 1.62%          
Regeneron Pharmaceuticals, Inc. (a) (b)   600    381,918 
           
Building Materials - 0.89%          
Builders FirstSource, Inc. (a) (b)   3,000    208,320 
           
Chemicals - 5.42%          
AdvanSix, Inc. (b)   12,600    570,654 
Chemours Co. (b)   7,000    207,900 
Nutrien Ltd. - Canada   7,500    495,900 
         1,274,454 
Computers - 2.17%          
3D Systems Corp. (a) (b)   10,000    227,800 
Dell Technologies, Inc. - Class C (a)   5,000    282,350 
         510,150 
Diversified Financial Services - 4.05%          
Enova International, Inc. (a) (b)   25,000    953,000 
           
Electrical Components & Equipment - 1.72%          
ChargePoint Holdings, Inc. - Class A (a)   10,000    255,200 
EnerSys (b)   2,000    148,180 
         403,380 
Energy - Alternate Sources - 0.38%          
CleanSpark, Inc. (a) (b)   5,000    88,900 
           
Engineering & Construction - 1.43%          
Sterling Construction Co., Inc. (a)   13,000    335,010 
           
Environmental Control - 0.19%          
Pure Cycle Corp. (a)   3,000    43,680 
           
Home Furnishings - 0.55%          
Tempur Sealy International, Inc. (b)   3,000    128,520 
           
Insurance - 2.07%          
Brighthouse Financial, Inc. (a)   10,000    486,100 

 

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FINTRUST INCOME AND OPPORTUNITY FUND  
SCHEDULE OF INVESTMENTS  
November 30, 2021   ANNUAL REPORT

 

COMMON STOCK - 70.83% (continued)  Shares   Value   
         
Internet - 18.29%        
Alphabet, Inc. - Class C (a) (b)   500   $1,424,520 
Amazon.com, Inc. (a)   200    701,414 
eBay, Inc. (b)   9,750    657,735 
Meta Platforms, Inc. - Class A (a) (b)   2,000    648,920 
Palo Alto Networks, Inc. (a) (b)   700    382,858 
Perion Network Ltd. - Israel (a) (b)   20,000    483,000 
         4,298,447 
Mining - 0.79%          
Freeport-McMoRan, Inc. (b)   5,000    185,400 
           
Oil & Gas - 2.47%          
APA Corp. (b)   12,500    322,125 
BP PLC - ADR - Great Britain   10,000    259,600 
         581,725 
Pharmaceuticals - 3.66%          
Canopy Growth Corp. - Canada (a)   10,000    107,100 
Coherus Biosciences, Inc. (a)   27,500    510,675 
Vanda Pharmaceuticals, Inc. (a)   15,000    243,000 
         860,775 
Private Equity - 2.59%          
Carlyle Group, Inc. (b)   6,000    328,140 
Victory Capital Holdings, Inc. - Class A   8,000    280,480 
         608,620 
           
Savings & Loans - 1.50%          
Banc of California, Inc.   18,000    352,620 
           
Semiconductors - 2.16%          
Applied Materials, Inc. (b)   2,000    294,380 
Diodes, Inc. (a) (b)   2,000    212,700 
         507,080 
Software - 11.40%          
Materialise NV - ADR - Belgium (a)   7,500    182,625 
Porch Group, Inc. (a)   30,000    631,200 
salesforce.com, Inc. (a) (b)   2,000    569,920 
ServiceNow, Inc. (a) (b)   700    453,390 
VMware, Inc. - Class A (b)   7,203    840,878 
         2,678,013 
Transportation - 2.74%          
ArcBest Corp. (b)   3,900    402,012 
Daseke, Inc. (a)   25,000    241,250 
         643,262 
           
TOTAL COMMON STOCK (Cost $15,875,076)        16,645,242 

 

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FINTRUST INCOME AND OPPORTUNITY FUND  
SCHEDULE OF INVESTMENTS  
November 30, 2021   ANNUAL REPORT

 

PREFERRED STOCK - 2.43%                      Shares     Value   
                     
Banks - 2.43%                    
United Community Banks, Inc., 6.875% - Series I (c) (g)                  21,000   $571,200 
                          
TOTAL PREFERRED STOCK (Cost $529,751)                       571,200 
                          
EXCHANGE-TRADED FUND - 13.93%                         
                          
Equity Fund - 13.93%                         
iShares Russell 2000 ETF                  15,000    3,272,550 
                          
TOTAL EXCHANGE-TRADE FUNDS (Cost $3,315,986)                       3,272,550 
                          
GOVERNMENT BONDS - 7.72%                 Principal      
U.S. Treasury Bill, 0.050%, due 01/27/2022 (c) (d)                 $500,000    499,965 
U.S. Treasury Note, 0.125%, due 10/31/2022 (c)                  815,000    814,332 
U.S. Treasury Note, 1.375%, due 01/31/2022 (c)                  500,000    501,094 
                          
TOTAL GOVERNMENT BONDS (Cost $1,815,050)                       1,815,391 
                          
OPTIONS PURCHASED - 5.76%                         
        Notional   Exercise           
CALL OPTIONS PURCHASED - 2.16%  Contracts 1   Amount   Price   Expiration      
Amazon.com, Inc.   1    260,000    2,600.00    1/21/2022    91,730 
BorgWarner, Inc.   40    160,000    40.00    1/21/2022    18,400 
Boston Scientific Corp.   60    180,000    30.00    1/21/2022    50,400 
Citigroup, Inc.   50    300,000    60.00    1/21/2022    27,250 
CVS Health Corp.   45    270,000    60.00    1/21/2022    136,350 
Intel Corp.   50    250,000    50.00    1/20/2023    31,400 
Meta Platforms, Inc. - Class A   15    337,500    225.00    1/21/2022    151,005 
                          
TOTAL CALL OPTIONS PURCHASED (Cost $588,191)                       506,535 
                          
PUT OPTIONS PURCHASED - 3.60%                         
Invesco QQQ Trust Series 1   100    3,400,000    340.00    3/31/2022    79,400 
Invesco QQQ Trust Series 1   150    5,175,000    345.00    3/31/2022    131,550 
Invesco QQQ Trust Series 1   105    3,727,500    355.00    12/31/2021    26,670 
iShares Russell 2000 ETF   160    3,600,000    225.00    3/31/2022    278,240 
SPDR S&P 500 ETF Trust   155    6,742,500    435.00    12/31/2021    90,675 
SPDR S&P 500 ETF Trust   175    7,700,000    440.00    12/31/2021    122,500 
SPDR S&P 500 ETF Trust   150    6,675,000    445.00    12/31/2021    117,150 
                          
TOTAL PUT OPTIONS PURCHASED (Cost $1,667,668)                       846,185 
                          
TOTAL OPTIONS PURCHASED (Cost $2,255,859)                       1,352,720 
                          
                  Shares      
SHORT-TERM INVESTMENTS - 0.72%                         
Federated Hermes Government Obligations Fund - Institutional Shares, 0.03% (e)     169,194    169,194 
                          
TOTAL SHORT-TERM INVESTMENTS (Cost $169,194)                       169,194 

 

8 

 

 

FINTRUST INCOME AND OPPORTUNITY FUND  
SCHEDULE OF INVESTMENTS  
November 30, 2021   ANNUAL REPORT

 

   Value  
    
TOTAL INVESTMENTS, AT VALUE (Cost $23,960,916) - 101.39%  $23,826,297 
      
TOTAL SECURITIES SOLD SHORT, AT VALUE (Proceeds $1,642,797) - (7.31)%   (1,717,140)
      
OPTIONS WRITTEN, AT VALUE (Premiums $419,047) - (2.05)% (f)   (481,231)
      
OTHER ASSETS IN EXCESS OF LIABILITIES, NET - 7.97%   1,872,941 
      
NET ASSETS - 100%  $23,500,867 

 

(a) Non-income producing security.
(b) Subject to call options written by the Fund.
(c) All or a portion of the security is segregated as collateral for options written and securities sold short.
(d) Rate shown represents the effective yield at November 30, 2021.
(e) Rate shown represents the 7-day effective yield at November 30, 2021, is subject to change and resets daily.
(f) Please refer to the Schedule of Options Written for details of options written.
(g) Affiliated company.  See Note 11.
 
1 Each option contract is equivalent to 100 shares of the underlying common stock or exchange-traded fund. All options are non-income producing.
 
The following abbreviations are used in this portfolio:
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.

 

9 

 

 

FINTRUST INCOME AND OPPORTUNITY FUND  
SCHEDULE OF INVESTMENTS - SECURITIES SOLD SHORT  
November 30, 2021   ANNUAL REPORT

 

SECURITIES SOLD SHORT - (7.31)%      
       
COMMON STOCK SOLD SHORT - (7.31)%  Shares    Value  
       
Auto Manufacturing - ( 7,31%)          
Tesla, Inc. (a)   1,500   $1,717,140 
           
TOTAL COMMON STOCK SOLD SHORT (Proceeds $1,642,797)        1,717,140 
           
TOTAL SECURITIES SOLD SHORT, AT VALUE (Proceeds $1,642,797 )       $1,717,140 

 

(a) Non-income producing security.

 

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

 

10 

 

FINTRUST INCOME AND OPPORTUNITY FUND  
SCHEDULE OF OPTIONS WRITTEN  
November 30, 2021  ANNUAL REPORT

 

OPTIONS WRITTEN - (2.05)%                    
       Notional   Exercise         
CALL OPTIONS WRITTEN - (0.35)%  Contracts 1   Amount   Price   Expiration   Value 
                     
3D Systems Corp.   100   $250,000   $25.00    1/21/2022   $15,000 
AdvanSix, Inc.   40    200,000    50.00    1/21/2022    5,800 
Alphabet, Inc. - Class C   2    610,000    3,050.00    1/21/2022    9,200 
APA Corp.   60    162,000    27.00    12/17/2021    6,720 
Applied Materials, Inc.   1    16,000    160.00    12/17/2021    118 
ArcBest Corp.   10    120,000    120.00    1/21/2022    3,300 
ArcBest Corp.   10    115,000    115.00    12/17/2021    1,700 
Builders FirstSource, Inc.   10    75,000    75.00    12/17/2021    850 
Carlyle Group, Inc.   15    90,000    60.00    1/21/2022    1,500 
Chemours Co.   20    66,000    33.00    1/21/2022    1,500 
Cleanspark, Inc.   15    37,500    25.00    1/21/2022    2,400 
Diodes, Inc.   6    69,000    115.00    1/21/2022    1,590 
eBay, Inc.   30    225,000    75.00    1/21/2022    2,640 
EnerSys   20    160,000    80.00    1/21/2022    3,400 
Enova International, Inc.   70    315,000    45.00    1/21/2022    6,300 
Freeport-McMoRan, Inc.   12    50,400    42.00    1/21/2022    1,368 
Meta Platforms, Inc. - Class A   6    216,000    360.00    1/21/2022    3,504 
Meta Platforms, Inc. - Class A   6    207,000    345.00    12/17/2021    1,998 
Palo Alto Networks, Inc.   3    180,000    600.00    12/17/2021    840 
Perion Network Ltd.   30    90,000    30.00    1/21/2022    1,830 
Regeneron Pharmaceuticals, Inc.   2    140,000    700.00    12/17/2021    620 
salesforce.com, Inc.   6    198,000    330.00    1/21/2022    2,130 
salesforce.com, Inc.   6    189,000    315.00    12/17/2021    1,800 
ServiceNow, Inc.   2    142,000    710.00    12/17/2021    716 
Tempur Sealy International, Inc.   10    47,500    47.50    1/21/2022    750 
VMware, Inc. - Class A   25    325,000    130.00    1/21/2022    5,000 
                          
TOTAL CALL OPTIONS WRITTEN (Premiums $78,816)              82,574 
                          
PUT OPTIONS WRITTEN - (1.70)%                
                          
Advanced Micro Devices, Inc.   10    150,000    150.00    1/21/2022    8,800 
Amazon.com, Inc.   2    630,000    3,150.00    1/21/2022    8,526 
Applied Materials, Inc.   20    300,000    150.00    12/17/2021    13,600 
Booking Holdings, Inc.   3    690,000    2,300.00    12/17/2021    62,325 
DocuSign, Inc.   10    250,000    250.00    1/21/2022    20,270 
DocuSign, Inc.   20    520,000    260.00    12/17/2021    43,500 
Freeport-McMoRan, Inc.   20    76,000    38.00    12/17/2021    4,580 
Freeport-McMoRan, Inc.   40    160,000    40.00    12/17/2021    14,400 
Meta Platforms, Inc. - Class A   10    330,000    330.00    12/17/2021    13,230 
Meta Platforms, Inc. - Class A   10    310,000    310.00    12/17/2021    5,270 
Netflix, Inc.   5    325,000    650.00    12/17/2021    12,125 
Netflix, Inc.   10    670,000    670.00    12/17/2021    37,220 
Oracle Corp.   30    285,000    95.00    1/21/2022    20,550 
Oracle Corp.   30    270,000    90.00    12/17/2021    8,460 

 

11 

 

 

FINTRUST INCOME AND OPPORTUNITY FUND  
SCHEDULE OF OPTIONS WRITTEN  
November 30, 2021  ANNUAL REPORT

 

OPTIONS WRITTEN - (2.05)% (continued)             
                     
PUT OPTIONS WRITTEN - (1.70)% (continued)      Notional   Exercise         
   Contracts 1   Amount   Price   Expiration   Value 
                     
salesforce.com, Inc.   10    290,000    290.00    1/21/2022   $19,480 
salesforce.com, Inc.   10    280,000    280.00    12/17/2021    10,490 
Tesla, Inc.   3    300,000    1,000.00    12/17/2021    6,786 
Tesla, Inc.   5    550,000    1,100.00    12/17/2021    24,635 
Tesla, Inc.   5    575,000    1,150.00    12/17/2021    35,010 
Tesla, Inc.   3    360,000    1,200.00    12/17/2021    29,400 
                          
TOTAL PUT OPTIONS WRITTEN (Premiums $340,231)              398,657 
                          
TOTAL OPTIONS WRITTEN (Premiums $419,047)             $481,231 

 

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

 

The following abbreviations are used in this portfolio: 

Ltd. - Limited

 

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

 

12 

 

 

FINTRUST INCOME AND OPPORTUNITY FUND  
STATEMENT OF ASSETS AND LIABILITIES  
   
November 30, 2021 ANNUAL REPORT

Assets:    
     
Unaffiliated Investments, at cost  $23,431,165 
Affiliated Investments, at cost   529,751 
Investments, at cost   23,960,916 
Unaffiliated Investments, at  value   23,255,097 
Affiliated Investments, at  value   571,200 
Cash   938,366 
Receivables:     
Interest   2,413 
Dividends   17,626 
Investment securities sold   6,772,977 
Fund shares sold   2 
Prepaid expenses   4,274 
Total assets   31,561,955 
      
Liabilities:     
Premiums from options written  $419,047 
Proceeds of securities sold short   1,642,797 
Options written, at value  $481,231 
Securities sold short, at value   1,717,140 
Payables:     
Investment securities purchased   4,984,579 
Fund shares redeemed   832,435 
Due to adviser   21,045 
Accrued distribution (12b-1) fees   17 
Due to administrator   9,774 
Accrued expenses   14,867 
Total liabilities   8,061,088 
Net Assets  $23,500,867 
      
Sources of Net Assets:     
Paid-in capital  $22,808,944 
Total distributable earnings   691,923 
Total Net Assets  $23,500,867 
      
      
Class A Shares:     
Net Assets  $82,431 
Shares Outstanding (Unlimited shares of $0 par value beneficial interest authorized)   7,521 
Net Asset Value Per Share (a)  $10.96 
      
Maximum Offering Price Per Share (b)  $11.60 
      
Minimum Redemption Price Per Share (c)  $10.85 
      
Institutional Class Shares:     
Net Assets  $23,418,436 
Shares Outstanding (Unlimited shares of $0 par value beneficial interest authorized)   2,102,257 
Net Asset Value, Offering and Redemption Price Per Share (a)  $11.14 

 

(a) The Net Asset Value, Offering and Redemption Prices Per Share shown above differ from the traded NAV on November 30, 2021 due to financial statement adjustments. 

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

(c) 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.

 

13 

 

 

FINTRUST INCOME AND OPPORTUNITY FUND    
STATEMENT OF OPERATIONS   ANNUAL REPORT

 

   For the
Year Ended
November 30, 2021
 
     
Investment income:     
Dividends (net of foreign withholding taxes of $3,713)  $183,329 
Dividends from affiliates (Note 11)   18,047 
Interest   9,258 
Total investment income   210,634 
      
Expenses:     
Management fees (Note 6)   310,208 
Distribution (12b-1) fees - Class A (Note 6)   217 
Accounting and transfer agent fees and expenses   116,822 
Interest expense   31,410 
Pricing fees   21,299 
Trustee fees and expenses   20,941 
Miscellaneous   15,712 
Custodian fees   15,692 
Legal fees   14,571 
Audit fees   14,500 
Reports to shareholders   14,012 
Dividends on securities sold short   4,658 
Compliance officer fees   4,633 
Insurance   2,484 
Registration and filing fees   1,199 
Total expenses   588,358 
Less: fees waived (Note 6)   (68,136)
Net expenses   520,222 
      
Net investment loss   (309,588)
      
Realized and unrealized gain (loss):     
Net realized gain (loss) on:     
Unaffiliated Investments   1,260,555 
Options written   593,298 
Securities sold short   (498,679)
Net realized gains on investments, options written and securities sold short   1,355,174 
      
Net change in unrealized appreciation (depreciation) on:     
Unaffiliated Investments   (889,824)
Affiliated Investments   (14,910)
Options written   (75,754)
Securities sold short   15,563 
Net change in unrealized depreciation on investments, options written and securities sold short   (964,925)
      
      
Net realized and unrealized gain on investments, options written and securities sold short   390,249 
      
Net increase in net assets resulting from operations  $80,661 

 

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

 

14 

 

 

FINTRUST INCOME AND OPPORTUNITY FUND  
STATEMENTS OF CHANGES IN NET ASSETS ANNUAL REPORT

 

   For the
Year Ended
November 30, 2021
   For the
Year Ended
November 30, 2020
 
         
Increase (decrease) in net assets from:          
Operations:          
Net investment loss  $(309,588)  $(158,861)
Net realized gain on investments, options written and securities sold short   1,355,174    1,108,160 
Net change in unrealized appreciation (depreciation) on investments, options written and securities sold short   (964,925)   856,405 
Net increase in net assets resulting from operations   80,661    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   6,345,882    6,299,972 
           
Increase in net assets   5,418,300    7,700,836 
           
Net Assets:          
Beginning of year   18,082,567    10,381,731 
           
End of year  $23,500,867   $18,082,567 

 

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

 

15 

 

 

FINTRUST INCOME AND OPPORTUNITY FUND                        
FINANCIAL HIGHLIGHTS                       ANNUAL REPORT

 

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

 

   Class A 
                     
    For the
Year Ended
November 30, 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
 
                          
                          
Net Asset Value, Beginning of Year  $11.19   $10.71   $10.73   $11.97   $11.03 
                          
Investment Operations:                         
Net investment loss (a)   (0.18)   (0.15)   (0.06)   (0.05)   (0.08)
Net realized and unrealized gains on investments, options written and securities sold short   0.58    1.05    0.56    0.04    1.03 
Total from investment operations   0.40    0.90    0.50    (0.01)   0.95 
                          
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  $10.96(d)  $11.19   $10.71   $10.73   $11.97 
                          
Total Return (b)   3.57%   8.68%   5.32%   (0.31)%   8.61%
                          
Ratios/Supplemental Data                         
Net assets, end of year (in 000's)  $82   $83   $97   $92   $398 
                          
Ratios of expenses to average net assets:                         
Before fees waived and expenses absorbed   2.62%(c)   3.29%(c)   3.66%(c)   4.57%   4.52%(c)
After fees waived and expenses absorbed   2.35%(c)   2.35%(c)   2.22%(c)   2.20%   2.26%(c)
                          
Ratios of net investment loss:                         
Before fees waived and expenses absorbed   (1.77)%(c)   (2.35)%(c)   (2.06)%(c)   (2.84)%   (2.99)%(c)
After fees waived and expenses absorbed   (1.50)%(c)   (1.41)%(c)   (0.63)%(c)   (0.47)%   (0.73)%(c)
                          
Portfolio turnover rate   395.29%   271.84%   192.88%   280.78%   94.23%

 

(a)

Net investment loss per share is based on average shares outstanding.  

(b) 

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.

(c) 

The ratios include 0.13% of interest expense and 0.02% of dividend expense during the year ended November 30, 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 and 0.06% of interest expense during the year ended November 30, 2017.

(d)

The Net Asset Value differs from the traded NAV on November 30, 2021 due to financial statement adjustments.

 

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

 

16 

 

FINTRUST INCOME AND OPPORTUNITY FUND  
FINANCIAL HIGHLIGHTS ANNUAL REPORT

 

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

 

   Institutional Class 
                          
   For the
Year Ended
November 30, 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
 
                          
Net Asset Value, Beginning of Year  $11.34   $10.82   $10.81   $12.02   $11.05 
                          
Investment Operations:                         
Net investment loss (a)   (0.15)   (0.12)   (0.04)   (0.02)   (0.05)
Net realized and unrealized gains on investments, options written and securities sold short   0.58    1.06    0.57    0.04    1.03 
Total from investment operations   0.43    0.94    0.53    0.02    0.98 
                          
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  $11.14(d)  $11.34   $10.82   $10.81   $12.02 
                          
Total Return (b)   3.79%   8.97%   5.57%   (0.03)%(e)   8.86%
                          
Ratios/Supplemental Data                         
Net assets, end of year (in 000's)  $23,418   $17,999   $10,285   $5,680   $5,578 
                          
Ratios of expenses to average net assets:                         
Before fees waived and expenses absorbed   2.37%(c)   3.04%(c)   3.41%(c)   4.32%   4.27%(c)
After fees waived and expenses absorbed   2.10%(c)   2.10%(c)   1.97%(c)   1.95%   2.01%(c)
                          
Ratios of net investment loss:                         
Before fees waived and expenses absorbed   (1.52)%(c)   (2.10)%(c)   (1.81)%(c)   (2.59)%   (2.74)%(c)
After fees waived and expenses absorbed   (1.25)%(c)   (1.16)%(c)   (0.38)%(c)   (0.22)%   (0.48)%(c)
                          
Portfolio turnover rate   395.29%   271.84%   192.88%   280.78%   94.23%

 

(a)

Net investment loss per share is based on average shares outstanding.  

(b) 

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. 

(c) 

The ratios include 0.13% of interest expense and 0.02% of dividend expense during the year ended November 30, 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 and 0.06% of interest expense during the year ended November 30, 2017. 

(d)

The Net Asset Value differs from the traded NAV on November 30, 2021 due to financial statement adjustments.  

(e)

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.

 

17 

 

 

FinTrust Income and Opportunity Fund ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS

November 30, 2021

 

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.

 

18 

 

 

FinTrust Income and Opportunity Fund ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS

November 30, 2021

 

1.ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

As of and for the year ended November 30, 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 year ended November 30, 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 year ended November 30, 2021, and for all other open tax years (years ended November 30, 2020, November 30, 2019 and November 30, 2018), 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 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.

 

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 year ended November 30, 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.

 

19 

 

 

FinTrust Income and Opportunity Fund ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS

November 30, 2021

 

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.

 

20 

 

 

FinTrust Income and Opportunity Fund ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS

November 30, 2021

 

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 November 30, 2021.

 

 

Financial Instruments – Assets            
Security Classification (1)  Level 1  Level 2  Level 3  Totals
Common Stock (2)  $16,645,242   $   $   $16,645,242 
Preferred Stock (2)   571,200            571,200 
Exchange-Traded Funds (2)   3,272,550            3,272,550 
Government Bonds       1,815,391        1,815,391 
Call Options Purchased   364,405    142,130        506,535 
Put Options Purchased   714,635    131,550        846,185 
Short-Term Investments   169,194            169,194 
Total Assets  $21,737,226   $2,089,071   $   $23,826,297 

 

 

Derivative and Financial Instruments – Liabilities                    
Security Classification (1)   Level 1    Level 2    Level 3    Totals 
Common Stock (2)  $1,717,140   $   $   $1,717,140 
Call Options Written   82,574            82,574 
Put Options Written   398,657            398,657 
Total Liabilities  $2,198,371   $   $   $2,198,371 

 

(1)          As of and for the year ended November 30, 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 stock, ETFs and preferred stock held in the Fund are Level 1 securities. For a detailed break-out of common stock and preferred stock by industry and ETFs by investment type, please refer to the Schedule of Investments.

 

3.DERIVATIVE TRANSACTIONS

 

As of November 30, 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  $506,535 
Put options purchased  Investments, at value   846,185 
Total Assets     $1,352,720 

 

Liabilities  Location  Equity Contracts
Call options written  Options written, at value  $82,574 
Put options written  Options written, at value   398,657 
Total Liabilities     $481,231 

 

21 

 

 

FinTrust Income and Opportunity Fund ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS

November 30, 2021

 

3.DERIVATIVES TRANSACTIONS (continued)

 

Realized and unrealized gains and losses on derivatives contracts entered into by the Fund for the year ended November 30, 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  $22,343 
Put options purchased  Investments   (762,090)
Call options written  Options written   (722)
Put options written  Options written   (75,032)
      $(815,501)

 

Net realized gain (loss) on:  Location  Equity Contracts
Call options purchased  Investments  $81,807 
Put options purchased  Investments   (1,647,915)
Call options written  Options written   (194,664)
Put options written  Options written   787,962 
      $(972,810)

 

For the year ended November 30, 2021, the average month-end notional value of purchased and written option contracts for the Fund was $23,622,808 and ($8,143,631), 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 year ended November 30, 2021, were as follows:

 

   Sold   Redeemed   Reinvested   Net Increase 
Class A                    
Shares   209    (557)   427    79 
Value  $2,367   $(6,090)  $4,673   $950 
Institutional Class                    
Shares   777,211    (352,734)   90,412    514,889 
Value  $9,472,759   $(4,131,397)  $1,003,570   $6,344,932 

 

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 

 

22 

 

 

FinTrust Income and Opportunity Fund ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS 

November 30, 2021

 

5.INVESTMENT TRANSACTIONS

 

For the year ended November 30, 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 
$90,523,774   $86,569,857 

 

The cost of purchases and proceeds from sales of U.S. government securities during the year ended November 30, 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 year ended November 30, 2021, the Adviser earned $310,208 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 year ended November 30, 2021, the Adviser waived advisory fees of $68,136.

 

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 $325,665, of which $128,536, $128,993 and $68,136 can be recouped no later than November 30, 2022, November 30, 2023 and November 30, 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 year ended November 30, 2021, M3Sixty earned $116,822, including out of pocket expenses, pursuant to the ICSA.

 

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 year ended November 30, 2021, M3Sixty earned $4,633 of fees pursuant to the CCO Agreement.

 

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

 

Legal fees amounting to $14,571 for the year ended November 30, 2021 were paid to Strauss Troy Co., LPA. A partner of the law firm is the Assistant Secretary of the Trust.

 

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 year ended November 30, 2021, $25 of commissions were paid to the Distributor. M3SixtyD is an affiliate of M3Sixty.

 

23 

 

 

FinTrust Income and Opportunity Fund ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS

November 30, 2021

 

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

 

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 year ended November 30, 2021, the Fund accrued $217 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 November 30, 2021 were as follows:

 

Cost   Gross Appreciation   Gross Depreciation   Net Depreciation 
$22,199,348   $1,505,650   $(2,077,072)  $(571,422)

 

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

 

The tax character of distributable earnings (deficit) at November 30, 2021, the Fund’s most recent fiscal year end, is as follows:

 

Unrealized
Depreciation
   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
 
$(571,422)  $482,470   $807,923   $   $   $(27,048)  $691,923 

 

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, 2021 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. Permanent book and tax differences, primarily attributable to the use of tax equalization, resulted in reclassifications for the year ended November 30, 2021, as follows:

 

Distributable Earnings   Paid-in Capital 
$(2,900)  $2,900 

 

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, 2021, the Fund had no capital loss carryforwards for federal income tax purposes.

 

For the year ended November 30, 2021, the Fund distributed, on a tax basis, $844,228 of ordinary income and $164,015 of long-term capital gains.

 

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.

 

24 

 

 

FinTrust Income and Opportunity Fund ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS

November 30, 2021

 

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 November 30, 2021, Charles Schwab and Co., Inc. held 54.50% and National Financial Services, LLC held 45.25% 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.ASSIGNMENT OF ADVISORY AGREEMENT

 

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 owned 100% of the Adviser, had entered into a membership interest purchase agreement (the “MIPA”) with United Community Banks, Inc. (“UCBI”) for 100% of the interest of the Parent Company. Under the MIPA, UCBI acquired 100% of the interests in the Parent Company, and, therefore, became the ultimate parent company of the Adviser. The closing date of the transaction was July 6, 2021.

 

Upon closing of the MIPA, the former 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. On September 17, 2021, at a Special Meeting of Shareholders, the Fund’s shareholders also approved the New Agreement and New Expense Limitation Agreement.

 

11.INVESTMENTS IN AFFILIATED COMPANIES

 

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities or is of common management. Companies which are affiliates of the Fund at November 30, 2021, are noted in the Fund’s Schedule of Investments. United Community Banks, Inc., 6.875% - Series I preferred stock (“UCBIO”) is considered an affiliated investment because it is of common management of the Adviser. At November 30, 2021, the Fund held 21,000 shares of UCBIO.

 

Transactions with affiliated companies during the year ended November 30, 2021 were as follows:

 

    Value as of
November 30, 2020
   Realized gain
(loss)
   Change in unrealized appreciation (depreciation)   Purchases   Sales   Value as of
November 30, 2021
   Income earned 
UCBIO   $   $   $(14,910)  $586,110*  $   $571,200   $18,047*
Total   $   $   $(14,910)  $586,110   $   $571,200   $18,047 

 

* UCBIO was previously unaffiliated with the Adviser but became affiliated at the closing date of the MIPA on July 6, 2021 (Note 10). The purchases amount represents the market value of UCBIO on July 6, 2021. The income received represents the income received during the period from July 6, 2021 through November 30, 2021.

 

25 

 

 

FinTrust Income and Opportunity Fund ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS

November 30, 2021

 

12.SUBSEQUENT EVENTS

 

On December 21, 2021, the Fund declared an ordinary income distribution of $485,367 and long-term capital gain distribution of $807,926, which were payable on December 21, 2021.

 

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.

 

13.NOVEL CORONAVIRUS PANDEMIC

 

An outbreak of an infectious respiratory illness caused by a novel coronavirus known as COVID-19 began in China in December 2019 and continues today. The spread of the coronavirus resulted in travel and border restrictions, quarantines, curfews, and restrictions on large gatherings. Government measures to limit the spread of the virus include enhanced health screenings at ports of entry and elsewhere and prolonged quarantines for many people. Despite these measures, the virus’ spread resulted in a large number of deaths, disrupted global healthcare systems and supply chains. As a result, 2020 and early 2021 caused lower consumer demand for a wide range of products and services and general concern and uncertainty. While governments took unprecedented action to limit disruptions to the financial system, global financial markets experienced significant volatility resulting from the spread of and subsequent intervening measures intended to limit the spread of COVID-19. Since early 2021, the widespread distribution of vaccines helped stabilize some financial markets and reopen some economies, and significant government stimulus mitigated economic damages to the global economy. But the spread of COVID-19 adversely affected the economies of many nations and the entire global economy, in general. Still, global markets are concerned over the pace of economic recovery globally, the potential for inflation because of the government stimulus, and further disruption due to the emergence of highly contagious COVID-19 variants, such as the “delta”, “omicron” and other variants. At this time, the Fund cannot determine the full extent of the impact of COVID-19 and its variants on the Fund’s performance, which will depend on future developments, including the duration and the continued spread of the outbreak.

 

26 

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of 360 Funds

and the Shareholders of FinTrust Income and Opportunity Fund

 

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of FinTrust Income and Opportunity Fund, a series of shares of beneficial interest in 360 Funds (the “Fund”), including the schedule of investments, as of November 30, 2021, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended and the financial highlights for each of the years in the four-year period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of November 30, 2021, and the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended and its financial highlights for each of the years in the four-year period then ended, in conformity with accounting principles generally accepted in the United States of America. The financial highlights for the year ended November 30, 2017 were audited by other auditors, whose report dated January 26, 2018, expressed an unqualified opinion on such financial highlights.

 

Basis for Opinion

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

 

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

 

27 

 

 

Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2021 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 360 Funds since 2018.

 

Philadelphia, Pennsylvania

January 26, 2022

 

28 

 

 

FinTrust Income and Opportunity Fund ANNUAL REPORT

ADDITIONAL INFORMATION

November 30, 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 $844,228 of ordinary income and $164,015 of long-term capital gain distributions for the year ended November 30, 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.

 

SPECIAL MEETINGS OF SHAREHOLDERS

 

On September 17, 2021, a Special Meeting of Shareholders of the Trust was held for the purpose of voting on the following proposals:

 

Proposal 1: To approve the New Agreement between the Trust, on behalf of the Fund, and the Adviser.

 

Proposal 2: To approve the New Expense Limitation Agreement between the Fund and the Adviser, including the Adviser’s ability to recoup amounts that it previously waived or reimbursed under the prior Expense Limitation Agreement.

 

The total number of shares of the Trust present in person or by proxy represented approximately 66.79% of the Trust’s shares entitled to vote at the Special Meeting. The shareholders of the Trust voted to approve all proposals. The votes cast by the Trust’s shareholders with respect to each proposal were as follows:

 

    For   Against   Abstain 
 Proposal 1    1,506,680         
 Proposal 2    1,506,680         

 

29 

 

 

FinTrust Income and Opportunity Fund ANNUAL REPORT

ADDITIONAL INFORMATION 

November 30, 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.

 

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

 

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

Principal Occupation(s)

During Past 5 Years

Number of 
Series
Overseen

Other Directorships During Past

5 Years

Independent Trustees

Arthur Q. Falk

YOB : 1937

Trustee Since 2011 Retired. Six None

Tom M. Wirtshafter

YOB : 1954

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

Gary W. DiCenzo 

YOB: 1962

Trustee

and

Independent

Chairman

Since 2014

 

Since 2019

 

Partner, Cognios Capital (investment management firm) (2015-2020) Chief Executive officer (2015-2019). Six None

Steven D. Poppen

YOB : 1968

Trustee Since 2018 Executive Vice President and Chief Financial Officer, Minnesota Vikings (professional sports organization) (1999-present). Six IDX Funds (2015-2021)

Thomas J. Schmidt

YOB: 1963

Trustee Since 2018 Principal, Tom Schmidt & Associates Consulting, LLC (2015-Present) Six Lind Capital Partners Municipal Credit Income Fund (2021-present)
Interested Trustee*          

Randall K. Linscott

YOB: 1971

President Since 2013 Chief Executive Officer, M3Sixty Administration, LLC (2013-present) Six IDX Funds (2015-2021)

 

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

 

30 

 

 

FinTrust Income and Opportunity Fund ANNUAL REPORT

ADDITIONAL INFORMATION

November 30, 2021 (Unaudited) (continued)

 

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

 

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

Principal Occupation(s)

During Past 5 Years

Number
of  Series Overseen

Other Directorships During Past

5 Years

Officers

         

Richard Yates

YOB: 1965

 

Chief
Compliance
Officer

and Secretary

 

Since 2021 Of Counsel, McElroy Deutsch (2020–present); Head of Compliance, M3Sixty Administration, LLC (2021–present); Chief Compliance Officer and Secretary, M3Sixty Funds Trust (2021–present); Founder, The Yates Law Firm (2018–2020); Chief Legal Officer, Manning & Napier, Inc. (2000–2018). N/A N/A

Larry E. Beaver, Jr.

YOB: 1969

 

Treasurer

Since 2021

 

Fund Accounting, Administration and Tax Officer, M3Sixty Administration, LLC (2017-Present); Director of Fund Accounting & Administration, M3Sixty Administration, LLC (2005-2017); Assistant Treasurer, 360 Funds Trust (2017-2021); Chief Accounting Officer, Amidex Funds, Inc. (2003-2020); Assistant Treasurer, Capital Management Investment Trust (2017-2018); Assistant Treasurer, M3Sixty Funds Trust (2017-2021); Assistant Treasurer, WP Funds Trust (2017-2021); Treasurer and Assistant Secretary, Capital Management Investment Trust (2008-2017); Treasurer, 360 Funds Trust (2007-2017); Treasurer, M3Sixty Funds Trust (2015-2017); Treasurer, WP Trust (2015-2017). N/A N/A

Bo J. Howell

YOB: 1981

Assistant Secretary Since 2020 Shareholder, Strauss Troy Co., LPA (2020 - present); CEO, Joot (2018 - present); Partner, Practus LLP (2018 - 2020); Director of Fund Administration, Ultimus Fund Services, LLC (2014-2018). N/A CCO Technology, LLC (d/b/a Joot) (since 2020)

Steve Roberts

YOB: 1953

Anti-Money

Laundering

Officer

Since 2021 Chief Compliance Officer, Matrix 360 Distributors, LLC (2017-present); Chief Compliance Officer, WP Trust (2018-2021); Compliance Analyst, State Street (2016-2017). N/A N/A

 

31 

 

 

FinTrust Income and Opportunity Fund ANNUAL REPORT

ADDITIONAL INFORMATION

November 30, 2021 (Unaudited) (continued)

 

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

 

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 $ 3,333 None None $ 3,333
Tom M. Wirtshafter $ 3,533 None None $ 3,533
Gary W. DiCenzo $ 3,533 None None $ 3,533
Steven D. Poppen $ 3,533 None None $ 3,533
Thomas J. Schmidt $ 3,533 None None $ 3,533
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 year ended November 30, 2021.

 

32 

 

 

FinTrust Income and Opportunity Fund 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 05/31/21 through 11/30/21
 
   Beginning Account
Value (05/31/21)
   Annualized Expense
 Ratio for the Period
   Ending Account
Value (11/30/21)
   Expenses Paid
 During Period (a)
 
Actual Fund Return (in parentheses)            
Class A (-13.50%)  $1,000.00    2.32%  $865.00   $10.85 
Institutional Class (-13.37%)  $1,000.00    2.07%  $866.30   $9.68 
Hypothetical 5% Return                    
Class A  $1,000.00    2.32%  $1,013.40   $11.71 
Institutional Class  $1,000.00    2.07%  $1,014.70   $10.45 
                     
(a)Expenses are equal to the Fund’s annualized expense ratios, multiplied by the average account value over the period, multiplied by 183/365 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.

 

33 

 

 

FinTrust Income and Opportunity Fund 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, 2023. 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 year ended November 30, 2021 were 2.62% and 2.37% 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 year ended November 30, 2021.

  

34 

 

FinTrust Income and Opportunity Fund

ANNUAL REPORT

 

Approval of the New Investment Advisory Agreement (Unaudited)

 

 

At a meeting held on June 28, 2021 and by written consent thereafter, the Board of Trustees (the “Board”) considered the approval of a new Investment Advisory Agreement (the “New Advisory Agreement”) with respect to the Fund. The Board’s determination to approve the agreements followed its consideration of various factors and review of written materials provided by the Adviser. Legal counsel (“Counsel”) noted that the 1940 Act requires the approval of an investment advisory agreement with the Trust by a majority of the Independent Trustees. The Board’s deliberations and the information on which its conclusions were based are summarized below.

 

Counsel reviewed with the Board a memorandum from Counsel and addressed to the Trustees that summarized, among other things, the fiduciary duties and responsibilities of the Board in reviewing and approving the New Advisory Agreement concerning the Fund. A copy of this memorandum was circulated to the Trustees in advance of the Meeting. At the Meeting, the Board considered the following material factors when it evaluated the New Advisory Agreement: (i) the nature, extent, and quality of the services provided by the Adviser; (ii) the investment performance of the Fund under the management of the Adviser; (iii) the costs of the services to be provided and profits to be realized by the Adviser from the relationship with the Fund; (iv) the extent to which economies of scale would be realized if the Fund grows and whether advisory fee levels reflect those economies of scale for the benefit of the Fund’s investors; and (v) the Adviser’s practices regarding possible conflicts of interest, including its contemplated brokerage practices, and other benefits derived by the Adviser.

 

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

 

The Board also reviewed various information provided by the Adviser including, without limitation: (i) documents containing financial information about the Adviser, a description of personnel and the services provided to the Fund by the Adviser, information on investment advice, performance, summaries of 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 Fund; (iii) the anticipated effect of size on the Fund’s performance and expenses; and (iv) benefits to be realized by the Adviser from its relationship with the Fund. The Board did not identify any information that was most relevant to its consideration to approve the New Advisory Agreement, and each Trustee may have afforded different weights to the various factors.

 

 

(1)

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

 

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

 

 

35 

 

 

FinTrust Income and Opportunity Fund

ANNUAL REPORT

 

Approval of the New Investment Advisory Agreement (Unaudited) (continued)

 

 

(2)         The Investment Performance of the Fund and the Adviser

 

The Board noted that the Adviser is currently managing the Fund under an interim investment advisory agreement (the “Interim Advisory Agreement”), which commenced on July 6, 2021. The Board considered that the Adviser’s President and Managing Partner and the portfolio manager of the Fund under the Interim Advisory Agreement has been a portfolio manager of the Fund since August 2018. The Board compared the short- and long-term performance of the Fund with the performance of its benchmark index, or indices, as applicable, comparable funds with similar objectives and size managed by other investment advisers, and peer group indices (e.g., Morningstar category averages). The Trustees also considered the consistency of the Adviser’s management of the Fund with its investment objective and policies.

 

The Board noted that the Fund’s performance had exceeded the average and median performance of the Fund’s peer group for all periods since inception. It was also noted that FinTrust Capital currently does not have any separate account or institutional clients that utilize strategies similar to the Fund’s strategy. Finally, the Board considered the Fund’s performance during the most recent market conditions because of COVID-19. Based on the preceding, the Board concluded that the investment performance information presented for the Fund was satisfactory.

 

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

 

The Board considered: the Adviser’s staffing, personnel, and methods of operating; its financial condition and its level of commitment to the Fund; the asset levels of the Fund; and the overall expenses of the Fund. The Board noted that the advisory fee and net expense ratio were both above the average and median of the Fund’s peer group, but within the peer group range. The Board also considered the financial statements of the Adviser and its financial stability and productivity. 

 

The Board compared the fees and expenses of the Fund (including the management fee) relative to its peer group as of March 31, 2021. The Board noted that the Fund’s net expense ratio was above the peer group average and median, but it recognized that the Fund was substantially smaller than most of its peers, which affects its net expense ratio. The Trustees noted that the Adviser has entered into an expense limitation agreement according to which the Adviser has agreed to waive or reduce its fees and to assume other expenses of the Fund, if necessary, to limit its annual operating expenses (with industry-standard exceptions) through March 31, 2023. Following this analysis and upon further consideration and discussion of the preceding, the Board concluded that the fee to be paid to the Adviser by the Fund was fair and reasonable.

 

The Board reviewed the Adviser’s estimated profitability analysis for the Fund. The Board determined that the advisory fee, which would not change because of the transaction, was within an acceptable range considering the services to be rendered by the Adviser. Following this comparison and upon further consideration and discussion of the foregoing, the Board concluded that the advisory fees to be paid to the Adviser were fair and reasonable.

 

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

 

The Board considered the Fund’s proposed fee arrangements with the Adviser. The Trustees determined that although the management fee would stay the same as asset levels increased, the Fund’s shareholders would benefit from the expense limitation arrangement. The Board noted that while a breakpoint schedule in an advisory agreement would be beneficial, such a feature only had benefits if the Fund’s assets were enough to realize the effect of the breakpoint. The Trustees noted that lower expenses for the Fund’s shareholders are realized immediately with the expense limitation arrangements with the Adviser. The Board also noted that the Fund would benefit from economies of scale under its agreements with some of its service providers other than the Adviser as fees that were in place with those other service providers were either fixed or essentially semi-fixed, and the Board considered the Adviser’s efforts to work with the fund administrator, transfer agent, and distributor to secure such arrangements for the Fund. Following further discussion of the Fund’s asset levels, expectations for growth, and proposed fees, the Board determined that the Fund’s fee arrangement, in light of all the facts and circumstances, was fair and reasonable and that the expense limitation arrangement provided savings and protection for the benefit of the shareholders.

 

36 

 

 

FinTrust Income and Opportunity Fund

ANNUAL REPORT

 

Approval of the New Investment Advisory Agreement (Unaudited) (continued)

 

 

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

 

In evaluating the possibility for conflicts of interest, the Board considered such matters as:

 

the experience and ability of the advisory personnel assigned to the Fund;

 

the basis of decisions to buy or sell securities for the Fund;

 

the method for bunching of portfolio securities transactions;

 

the substance and administration of the Codes of Ethic; and

 

other relevant policies described in FinTrust’s Form ADV and compliance policies and procedures, such as personal conduct policies, personal trading policies, risk management and internal controls. 

 

The Board also considered potential benefits to the Adviser in managing the Fund and noted that the Adviser may benefit from operational efficiencies related to the management of smaller client accounts. The Board noted that the Adviser represented that it does not anticipate utilizing soft dollars or commission recapture with the Fund. The Board took into consideration the affiliations of the Adviser and considered the potential for conflicts of interest. Following further consideration and discussion, the Board indicated that the Adviser’s standards and practices relating to the identification and mitigation of potential conflicts of interest, as well as the benefits to be derived by it from managing the Fund, were satisfactory.

 

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 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 renewal of the Advisory Agreement.

 

37 

 

 

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.

 

(a)

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

 

(b)

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

   

(c)

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

   

(d)

The registrant’s Code of Ethics is filed herewith.

 

ITEM 3.               AUDIT COMMITTEE FINANCIAL EXPERT.

 

The Registrant’s Board of Trustees has determined that Tom Wirtshafter serves on its audit committee as the "audit committee financial expert" as defined in Item 3.

 

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 $12,000 with respect to the registrant’s fiscal year ended November 30, 2021 and $12,000 with respect to the registrant’s fiscal year ended November 30, 2020 for the FinTrust Income and Opportunity Fund. The November 30, 2021 and November 30, 2020 audit fees were paid to BBD, LLP. 

   

(b)

Audit-Related Fees.    There were no fees billed during the fiscal year 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 the last fiscal year for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning were $2,500 with respect to the registrant’s fiscal year ended November 30, 2021 and $2,500 with respect to the registrant’s fiscal year ended November 30, 2020 for the FinTrust Income and Opportunity Fund. The services comprising these fees are the preparation of the registrant’s federal income and excise tax returns. The November 30, 2021 and November 30, 2020 tax fees were paid to BBD, LLP.  

   

(d)

All Other Fees.  The aggregate fees billed in last fiscal year 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 $0 for the fiscal year ended November 30, 2021 and $0 for the fiscal year ended November 30, 2020 for the FinTrust Income and Opportunity Fund.

   

(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 to the registrant for the for the fiscal year ended November 30, 2021 and the fiscal year ended November 30, 2020 for the FinTrust Income and Opportunity 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.

   

(h)

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

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

Not applicable

 

ITEM 6. SCHEDULES OF INVESTMENTS

 

Included in 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)

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

     

 

(2)

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

     

 

(3)

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

 

 

SIGNATURES

 

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

 

360 Funds

By: Randy Linscott

/s/ Randy Linscott

 

Principal Executive Officer, 

 

Date:  February 4, 2022

 

 

 

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

 

By  Randy Linscott                  

/s/ Randy Linscott

 

Principal Executive Officer

 

Date: February 4, 2022

 

 

 

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

 

By Larry E. Beaver, Jr.

/s/ Larry E. Beaver, Jr.

 

Treasurer and Principal Financial Officer

 

Date: February 4, 2022