UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number 811-22959

1290 FUNDS

(Exact name of registrant as specified in charter)

1290 Avenue of the Americas

New York, New York 10104

(Address of principal executive offices)

WILLIAM T. MACGREGOR ESQ.

Executive Vice President, General Counsel and Secretary

AXA Equitable Funds Management Group, LLC

1290 Avenue of the Americas

New York, New York 10104

(Name and Address of Agent for Service)

Copies to:

MARK C. AMOROSI, ESQ.

K&L Gates LLP

1601 K Street N.W.

Washington, D.C. 20006

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

Date of fiscal year end: October 31

Date of reporting period: October 31, 2019

Item 1. Reports to Stockholders.

The following is a copy of the report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).

Annual Report

October 31, 2019

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds’ annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the shareholder reports from the Funds or from your financial intermediary, such as a broker-dealer or bank. Instead, the shareholder reports will be made available on the Funds’ website (www.1290Funds.com/literature.php), and you will be notified by mail each time a shareholder report is posted and provided with a website link to access the shareholder 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 the Funds’ shareholder reports and other communications electronically by contacting your financial intermediary or, if you invest directly with the Funds, by calling 1-888-310-0416 or by sending an e-mail request to 1290Funds@dfinsolutions.com.

Beginning on January 1, 2019, you may elect to receive all future shareholder reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Funds, you can call 1-888-310-0416 or send an e-mail request to 1290Funds@dfinsolutions.com to let the Funds know that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all 1290 Funds held in your account if you invest through your financial intermediary or all 1290 Funds held with the fund complex if you invest directly with the Funds.

1290 Funds

Annual Report

October 31, 2019

Table of Contents

Notes on Performance (Unaudited)	3
Funds
1290 Convertible Securities	4
1290 Diversified Bond	15
1290 DoubleLine Dynamic Allocation	29
1290 GAMCO Small/Mid Cap Value	47
1290 Global Talents	59
1290 High Yield Bond	69
1290 Low Volatility Global Equity	83
1290 Multi-Alternative Strategies	88
1290 Retirement 2020	96
1290 Retirement 2025	103
1290 Retirement 2030	109
1290 Retirement 2035	115
1290 Retirement 2040	121
1290 Retirement 2045	127
1290 Retirement 2050	132
1290 Retirement 2055	138
1290 Retirement 2060	144
1290 SmartBeta Equity	149
Notes to Financial Statements	164
Report of Independent Registered Public Accounting Firm	184
Approvals of Investment Advisory Agreements (Unaudited)	185
Federal Income Tax Information (Unaudited)	198
Management of the Trust (Unaudited)	199
Proxy Voting Results	207
Proxy Voting Policies and Procedures (Unaudited)	208
Quarterly Portfolio Holdings Information (Unaudited)	208

Market Overview for the year ended October 31, 2019

Over the past year, early tax and regulatory reform optimism collided with headwinds from trade policy uncertainty, interest rate angst, and emerging market distress, creating a volatile trading environment. Amid signs of slowdown, central banks around the world took steps to stimulate their economies; despite relatively robust U.S. macroeconomic data, the U.S. Federal Reserve cut interest rates in both August and September, the first decreases since the Global Financial Crisis of 2008.

Although the yield curve briefly steepened in response to the Fed’s meeting in the fourth quarter of 2018, driven by a fall in short-end yields, the past year has been characterized by a strong flattening of the Treasury curve. As 2019 began, the U.S. bond market rallied, with U.S. investment-grade corporate credit delivering strong returns, as did U.S. high yield. In the second quarter, the 10-year U.S. Treasury yield fell to 2.01%, its lowest level since late 2016. The amount of negative-yielding debt in the world surged in June to a record of over 13 trillion U.S. dollars. During late summer, central banks around the world eased monetary policy, and yields fell — generating higher government bond returns than most investors expected. The market value of negative-yielding bonds swelled to around 17 trillion U.S. dollars. The 10-year U.S. Treasury yield, returned to historical lows during the third quarter, edging up slightly at the third quarter’s end. Headwinds from the U.S.-China trade conflict, as well as weaker-than-expected economic data, appeared to cause long-duration assets such as investment-grade corporate bonds and Treasuries to outperform shorter-duration sectors such as collateralized loan obligations and asset-backed securities. The most closely watched part of the U.S. yield curve — the gap between two- and 10-year yields — inverted temporarily in August, stoking fear that a recession may be coming.

The U.S. stock market started off the period exhibiting extreme volatility as December of 2018 was the worst month for equity markets since World War II. Economically sensitive industrial stocks, especially on the small- and mid-cap side, took the brunt of the market’s concern. The market recouped all of those December losses in the first quarter as U.S. stocks registered their best first quarter since 1998. This rally was fueled by a shift in Fed policy and renewed hopes of a trade deal with China. The second quarter was once again marked by volatility as investors were forced to weigh weaker economic data against the possibility of an upcoming July rate cut. Despite another volatile quarter, the market ended June sitting right around its all-time high. The U.S. entered the third quarter with the longest expansion on record for the economy, the lowest unemployment since the 1960s, household wealth at a record high, and solid housing growth, all while inflation remained tame. Despite a decelerating economy and rising geopolitical risks, the S&P 500 finished the third quarter only 1.5 percentage points below its all-time high. Stocks have continued to rally into November, setting record highs as a solid October jobs report, improving China trade talks, easy central bank monetary policies, and the December UK election date agreement all fuelled the advance.

Global equity markets rose in value in the year ended October 31, 2019, with the MSCI World Index gaining almost 13% in U.S. dollar terms. Stocks’ continued climb came in spite of increased volatility, with escalating U.S./China trade tensions — and growing concerns about their potential impact on global economic growth — intermittently affecting investor sentiment. In this context, less cyclical stocks and sectors generally led the market, with real estate delivering the strongest returns.

Source: AXA Equitable Funds Management Group, LLC doing business as 1290 Asset Managers^®. As of 10/31/19.

This information is provided for general information only and is not intended to provide specific advice or recommendations for any individual investor.

PAST PERFORMANCE IS NO GUARANTEE OP FUTURE RESULTS. No investment is risk-free. Bond investments are subject to interest rate risk so that when interest rates rise, the prices of bonds can decrease and the investor can lose principal value. High yield bonds are subject to a high degree of credit and market risk. International securities carry additional risks including currency exchange fluctuation and different government regulations, economic conditions or accounting standards. Smaller company stocks involve a greater risk than is customarily associated with more established companies. Index performance is referenced for illustrative purposes only. You cannot invest directly in an index.

Fund holdings and sector allocations are subject to change. Please see the Portfolio of Investments for a complete list of fund holdings.

2

NOTES ON PERFORMANCE (Unaudited)

Total Returns

Performance of the 1290 Funds as shown on the following pages compares each Fund’s performance to that of a broad-based securities index and, with respect to certain Funds, customized composite benchmarks. Each Fund’s rates of return are net of investment advisory fees and expenses of the Fund. Each Fund has a separate investment objective it seeks to achieve by following a separate investment policy. There is no guarantee that these objectives will be attained. The objectives and policies of each Fund will affect its return and its risk. Keep in mind that past performance is not an indication of future results.

Benchmarks

60% S&P 500^® Index/40% Bloomberg Barclays U.S. Aggregate Bond Index is a hypothetical combination of unmanaged indexes. The composite index combines the total return of the S&P 500^® Index at a weighting of 60% and the Bloomberg Barclays U.S. Aggregate Bond Index at a weighting of 40%.

Bloomberg Barclays U.S. Aggregate Bond Index covers the U.S. dollar denominated investment-grade, fixed-rate, taxable bond market of securities. The index includes bonds from the Treasury, government-related and corporate securities, agency fixed rate and hybrid adjustable mortgage pass through securities, asset-backed securities and commercial mortgage-backed securities.

ICE BofAML U.S. 3-Month Treasury Bill Index measures the returns of negotiable debt obligations issued by the U.S. government and backed by its full faith and credit, having a maturity of three months.

ICE BofAML U.S. Convertibles Index consists of U.S. dollar denominated investment grade and non-investment grade convertible securities sold into the U.S. market and publicly traded in the United States. The index constituents are market value weighted based on the convertible securities prices and outstanding shares, and the underlying index is rebalanced daily.

ICE BofAML U.S. High Yield Index tracks the performance of U.S. dollar denominated below investment grade corporate debt publicly issued in the U.S. domestic market. Qualifying securities must have at least 18 months to final maturity at the time of issuance, at least one year remaining term to final maturity as of the rebalancing date, a fixed coupon schedule and a minimum amount outstanding of $100 million. It is capitalization-weighted.

Morgan Stanley Capital International (MSCI) ACWI (Net) Index (“MSCI ACWI (Net) Index”) is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of 23 developed markets and 24 emerging markets. The index covers approximately 85% of the global investment opportunities.

Morgan Stanley Capital International (MSCI) ACWI Minimum Volatility (Net) Index (“MSCI ACWI Minimum Volatility (Net) Index”) aims to reflect the performance characteristics of a minimum variance strategy applied to large and mid cap equities across 23 developed markets and 23 emerging markets countries. The index is calculated by optimizing the MSCI ACWI Index, its parent index, in USD for the lowest absolute risk (within a given set of constraints). Historically, the index has shown lower beta and volatility characteristics relative to the MSCI ACWI Index.

Morgan Stanley Capital International (MSCI) World (Net) Index (“MSCI World (Net) Index”) is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets. The index consists of 23 developed market country indexes.

Russell 2500™ Value Index measures the performance of those Russell 2500^TM Index companies with lower price-to-book ratios and lower forecasted growth values. It is market-capitalization weighted.

Standard & Poor’s 500^® Composite Stock Price Index (“S&P 500^® Index”) is a weighted index of common stocks of 500 leading companies in leading industries of the U.S. economy, capturing 75% coverage of U.S. equities. The index is capitalization weighted, thereby giving greater weight to companies with the largest market capitalizations.

The Standard & Poor’s Target Date Index Series (each, an “S&P Target Date Index”) comprises eleven multi-asset class indices, each corresponding to a particular target retirement date. The asset allocation for each index in the series is determined once a year through survey of large fund management companies that offer target date products. Each index is fully investable, with varying levels of exposure to equities, fixed income and commodities.

The CBOE Volatility Index (known as the VIX), is measure of constant, 30-day expected volatility of the U.S. stock market, derived from prices of the S&P 500 Index call and put options.

Glossary

Derivative is a financial instrument with a price that is dependent upon or derived from one or more underlying assets.

Diversified spread is the sale of multiple, diversified futures contracts and the purchase of other multiple, diversified offsetting futures contracts. A spread tracks the difference between a long and short position.

Mortgage backed security (MBS) is a type of asset-backed security that is secured by a mortgage or collection of mortgages.

Quantitative easing is the introduction of new money into the money supply by a central bank.

Shiller Barclays Cyclically Adjusted Price-to-Earnings (CAPE) Total Return Index aims to identify undervalued sectors in the large-cap equity market based on a modified CAPE^® ratio, which is designed to assess longer term equity valuations by using an inflation adjusted earnings horizon.

Smart beta defines a set of investment strategies that emphasize the use of alternative index construction rules to traditional market capitalization based indices.

Swap is a derivative contract through which two parties exchange financial instruments.

3

1290 CONVERTIBLE SECURITIES FUND (Unaudited)

INVESTMENT ADVISER

_Ø 1290 Asset Managers^®

INVESTMENT SUB-ADVISER

_Ø Palisade Capital Management, L.L.C.

PERFORMANCE RESULTS

Annualized Total Returns as of 10/31/19
		1 Year			Since Incept.
Fund – Class A Shares*	without Sales Charge		13.20	%		6.02	%
	with Sales Charge (a)		8.07			4.90
Fund – Class I Shares*			13.58			6.30
Fund – Class R Shares*			13.07			5.77
ICE BofAML U.S. Convertibles Index			12.45			7.67
*   Date of inception 7/6/15. (a)  A 4.50% front-end sales charge was deducted.      Returns for periods greater than one year are annualized.

The performance quoted is past performance and is not a guarantee of future results. Mutual funds are subject to certain market risks. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown. For the most current month-end performance data please call 1-888-310-0416 or visit www.1290Funds.com.

The graph illustrates comparative performance for $10,000 invested in the Class I Shares of the 1290 Convertible Securities Fund and the ICE BofAML U.S. Convertibles Index from 7/6/15 to 10/31/19. The performance of the ICE BofAML U.S. Convertibles Index reflects an initial investment at the end of the month closest to the Fund’s inception. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, if any, and does not include a sales charge. The performance of the ICE BofAML U.S. Convertibles Index does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect reinvestment of all dividends, capital gain distributions, and interest of the securities included in the benchmark.

As of October 1, 2019, the gross expense ratios for Class A, I and R shares were 1.94%, 1.69% and 2.19%, respectively. The net expense ratios for Class A, I and R shares were 1.15%, 0.90% and 1.40%, respectively. The net expense ratios reflect the Adviser’s decision to contractually limit expenses through April 30, 2021. Fund Performance may also reflect the waiver of the Fund’s fees and reimbursement of expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower.

In addition, performance shown in this section does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

PERFORMANCE SUMMARY

The Fund’s Class I shares returned 13.58% for the year ended October 31, 2019. The Fund’s benchmark, the ICE BofAML U.S. Convertibles Index, returned 12.45% over the same year.

Overview — Palisade Capital Management, L.L.C.

The Fund overcame a slow start to post strong performance over the past year. The sharp, sentiment-driven selloff that brought 2018 to a close did not carry into 2019, and as a result, many of the Fund’s early underperforming holdings rebounded and rallied strongly throughout the course of the year. Shrugging off China trade concerns and signs of slowing global growth, major U.S. equity market indexes finished the period near record highs, helping to drive convertible returns. Both credit and volatility were weaker but were offset by an accommodative Federal Reserve stance which pushed rates lower.

As the year progressed, the market did experience a change in sentiment as investors began to shift their focus towards value-oriented names and away from growth-oriented names. This rotation caused Value convertibles to outperform Growth convertibles over the twelve-month period ending October 31, 2019 for the first time in nearly 18 years. Despite the Fund’s general focus on Growth convertibles, the Fund was able to navigate this unusual weakness with strong security selection and still post robust returns for the period. In addition, the Fund’s positioning in outperforming larger capitalization names over underperforming smaller capitalization names was an additional tailwind for performance.

Given strong recent market returns and the prospect of an election year looming, we remain mindful of the risk side of the equation as much as the reward side. While the U.S. remains one of the most attractive markets in which to invest, the macro environment remains unsettled and the potential for heightened volatility remains. We continue to favor larger, more stable, and higher quality credit issuers to better navigate this uncertain environment. While Growth has underperformed Value recently, we believe this is a short-term phenomenon rather than a long-term secular shift that would warrant a change in our strategic bias towards Growth. Convertibles remain, in our view, an ideal asset class to help investors continue to participate in the strong equity market rally while providing downside support if volatility should ratchet higher in the coming year.

Fund Highlights

What helped performance during the year?

• The Fund benefited from security selection in the technology sector, driven by a triple-digit return from Novellus Systems, Inc. 2.625%.

• Outperformance in the financials and health care sectors was attributable to strong returns from LendingTree, Inc. 0.625% and Exact Sciences Corporation 1.000%, respectively.

4

1290 CONVERTIBLE SECURITIES FUND (Unaudited)

• Elsewhere, the Fund benefited from good security selection in the consumer discretionary sector where Mercadolibre, Inc. 2.000% posted a strong return, and from an underweight to the weak energy sector.

What hurt performance during the year?

• The Fund was held back by unfavorable security selection in the industrials sector. Notably, Greenbrier Companies, Inc. 2.875% was an underperformer for the period.

• An underweight exposure to the outperforming utilities sector and an overweight exposure to the underperforming transportation sector were also detractors from results relative to the benchmark.

• Elsewhere, an overweight exposure to the health care sector, which did not keep pace with the overall benchmark return, weighed heavily on results.

Fund Characteristics As of October 31, 2019
Weighted Average Life (Years)	N/A
Weighted Average Coupon (%)	N/A
Weighted Average Effective Duration (Years)*	N/A
Weighted Average Rating**	BB
*  Effective duration is a measure of the price sensitivity of the Fund to interest rate movements, taking into account specific features of the securities in which it invests. ** Weighted Average Rating has been provided by the Investment Sub-Adviser. A credit rating is an assessment provided by a nationally recognized statistical rating organization (NRSRO) of the creditworthiness of an issuer with respect to debt obligations, including specific securities, money market instruments or other debts. Ratings are measured on a scale that generally ranges from AAA (highest) to D (lowest); ratings are subject to change without notice.

Sector Weightings as of October 31, 2019	% of Net Assets
Information Technology		37.0	%
Health Care		24.2
Financials		9.3
Consumer Discretionary		8.0
Industrials		7.0
Communication Services		5.1
Real Estate		2.0
Utilities		1.5
Materials		0.9
Energy		0.9
Consumer Staples		0.5
Investment Company		0.5
Cash and Other		3.1
		100.0	%
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

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

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees (in the case of Class A and Class R shares of the Fund), and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2019 and held for the entire six-month period.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

EXAMPLE

	Beginning Account Value 5/1/19		Ending Account Value 10/31/19		Expenses Paid During Period* 5/1/19 - 10/31/19
Class A
Actual		$1,000.00		$1,018.40		$6.27
Hypothetical (5% average annual return before expenses)		1,000.00		1,018.99		6.28
Class I
Actual		1,000.00		1,020.50		5.01
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.25		5.01
Class R
Actual		1,000.00		1,018.40		7.54
Hypothetical (5% average annual return before expenses)		1,000.00		1,017.73		7.54
*  Expenses are equal to the Fund’s Class A, I and R shares annualized expense ratios of 1.23%, 0.98% and 1.48%, respectively, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

5

1290 FUNDS

1290 CONVERTIBLE SECURITIES FUND

PORTFOLIO OF INVESTMENTS

October 31, 2019

	Principal Amount		Value (Note 1)
LONG-TERM DEBT SECURITIES:
Convertible Bonds (79.0%)
Communication Services (5.1%)
Diversified Telecommunication Services (0.4%)
Vonage Holdings Corp.
1.750%, 6/1/24§	$	106,000	$	102,506
Entertainment (1.7%)
Live Nation Entertainment, Inc.
2.500%, 3/15/23		105,000		128,456
Pandora Media LLC
1.750%, 12/1/23		177,000		213,779
Zynga, Inc.
0.250%, 6/1/24§		99,000		101,213
				443,448
Interactive Media & Services (0.9%)
Momo, Inc.
1.250%, 7/1/25		61,000		55,999
Twitter, Inc.
0.250%, 6/15/24		171,000		163,262
				219,261
Media (2.1%)
DISH Network Corp.
3.375%, 8/15/26		395,000		369,349
Liberty Interactive LLC
1.750%, 9/30/46§		116,000		164,145
				533,494
Total Communication Services				1,298,709
Consumer Discretionary (8.0%)
Diversified Consumer Services (1.1%)
Chegg, Inc.
0.125%, 3/15/25§		299,000		279,804
Hotels, Restaurants & Leisure (1.0%)
Caesars Entertainment Corp.
5.000%, 10/1/24		145,000		256,686
Internet & Direct Marketing Retail (4.5%)
Booking Holdings, Inc.
0.350%, 6/15/20		306,000		476,235
Etsy, Inc.
(Zero Coupon), 3/1/23		107,000		151,271
0.125%, 10/1/26§		106,000		95,736
IAC Financeco 3, Inc.
2.000%, 1/15/30§		300,000		333,665
Wayfair, Inc.
0.375%, 9/1/22		70,000		74,004
				1,130,911
Specialty Retail (1.4%)
Guess?, Inc.
2.000%, 4/15/24§		100,000		95,313
RH
(Zero Coupon), 6/15/23		228,000		257,357
				352,670
Total Consumer Discretionary				2,020,071
Consumer Staples (0.5%)
Personal Products (0.5%)
Herbalife Nutrition Ltd.
2.625%, 3/15/24		132,000		132,968
Total Consumer Staples				132,968
Energy (0.9%)
Energy Equipment & Services (0.5%)
SEACOR Holdings, Inc.
3.250%, 5/15/30		148,000		133,860
Oil, Gas & Consumable Fuels (0.4%)
Cheniere Energy, Inc.
4.250%, 3/15/45		120,000		94,050
Total Energy				227,910
Financials (2.5%)
Capital Markets (0.8%)
New Mountain Finance Corp.
5.750%, 8/15/23		199,000		208,313
Consumer Finance (0.7%)
Encore Capital Group, Inc.
3.250%, 10/1/25§		72,000		74,170
PRA Group, Inc.
3.500%, 6/1/23		99,000		100,100
				174,270
Mortgage Real Estate Investment Trusts (REITs) (0.3%)
Western Asset Mortgage Capital Corp. (REIT)
6.750%, 10/1/22		60,000		60,817
Thrifts & Mortgage Finance (0.7%)
LendingTree, Inc.
0.625%, 6/1/22		101,000		182,020
Total Financials				625,420
Health Care (19.3%)
Biotechnology (8.4%)
BioMarin Pharmaceutical, Inc.
1.500%, 10/15/20		211,000		221,457
Clovis Oncology, Inc.
2.500%, 9/15/21		128,000		106,358
Exact Sciences Corp.
1.000%, 1/15/25		289,000		401,931
Incyte Corp.
1.250%, 11/15/20		75,000		122,903
Inovio Pharmaceuticals, Inc.
6.500%, 3/1/24§		66,000		46,035
Insmed, Inc.
1.750%, 1/15/25		175,000		149,398
Invitae Corp.
2.000%, 9/1/24§		22,000		19,924
Ionis Pharmaceuticals, Inc.
1.000%, 11/15/21		81,000		89,179
Ligand Pharmaceuticals, Inc.
0.750%, 5/15/23		315,000		273,062
Medicines Co. (The)
2.500%, 1/15/22		131,000		210,255
Neurocrine Biosciences, Inc.
2.250%, 5/15/24		150,000		218,914

See Notes to Financial Statements.

6

1290 FUNDS

1290 CONVERTIBLE SECURITIES FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

	Principal Amount		Value (Note 1)
Repligen Corp.
0.375%, 7/15/24	$	67,000	$	66,993
Retrophin, Inc.
2.500%, 9/15/25		58,000		43,489
Sarepta Therapeutics, Inc.
1.500%, 11/15/24		110,000		155,115
				2,125,013
Health Care Equipment & Supplies (4.7%)
CONMED Corp.
2.625%, 2/1/24§		144,000		197,608
DexCom, Inc.
0.750%, 5/15/22		117,000		190,723
Insulet Corp.
1.375%, 11/15/24		124,000		205,762
0.375%, 9/1/26§		67,000		64,027
Nevro Corp.
1.750%, 6/1/21		182,000		206,334
NuVasive, Inc.
2.250%, 3/15/21		71,000		89,083
Wright Medical Group NV
2.250%, 11/15/21		204,000		240,164
				1,193,701
Health Care Providers & Services (1.7%)
Anthem, Inc.
2.750%, 10/15/42		54,000		204,084
Molina Healthcare, Inc.
1.125%, 1/15/20		74,000		213,932
				418,016
Health Care Technology (1.3%)
Evolent Health, Inc.
2.000%, 12/1/21		124,000		108,879
Teladoc Health, Inc.
3.000%, 12/15/22		123,000		230,265
				339,144
Life Sciences Tools & Services (1.0%)
Illumina, Inc.
0.500%, 6/15/21		148,000		192,407
(Zero Coupon), 8/15/23		66,000		71,343
				263,750
Pharmaceuticals (2.2%)
Dermira, Inc.
3.000%, 5/15/22		174,000		144,420
Horizon Pharma Investment Ltd.
2.500%, 3/15/22		91,000		109,057
Jazz Investments I Ltd.
1.875%, 8/15/21		241,000		240,395
Paratek Pharmaceuticals, Inc.
4.750%, 5/1/24		91,000		55,846
				549,718
Total Health Care				4,889,342
Industrials (5.8%)
Aerospace & Defense (0.3%)
Aerojet Rocketdyne Holdings, Inc.
2.250%, 12/15/23		46,000		79,634
Air Freight & Logistics (1.2%)
Atlas Air Worldwide Holdings, Inc.
1.875%, 6/1/24		131,000		102,034
Echo Global Logistics, Inc.
2.500%, 5/1/20		200,000		198,048
				300,082
Construction & Engineering (1.4%)
Dycom Industries, Inc.
0.750%, 9/15/21		179,000		169,043
Tutor Perini Corp.
2.875%, 6/15/21		209,000		198,410
				367,453
Machinery (2.2%)
Chart Industries, Inc.
1.000%, 11/15/24§		88,000		105,698
Fortive Corp.
0.875%, 2/15/22§		331,000		326,557
Greenbrier Cos., Inc. (The)
2.875%, 2/1/24		124,000		118,969
				551,224
Transportation Infrastructure (0.7%)
Macquarie Infrastructure Corp.
2.000%, 10/1/23		191,000		179,603
Total Industrials				1,477,996
Information Technology (35.3%)
Communications Equipment (2.5%)
Infinera Corp.
2.125%, 9/1/24		122,000		107,284
InterDigital, Inc.
2.000%, 6/1/24§		199,000		195,976
Lumentum Holdings, Inc.
0.250%, 3/15/24		253,000		319,258
				622,518
Electronic Equipment, Instruments & Components (0.8%)
Insight Enterprises, Inc.
0.750%, 2/15/25§		67,000		72,928
TTM Technologies, Inc.
1.750%, 12/15/20		105,000		134,794
				207,722
IT Services (4.5%)
Akamai Technologies, Inc.
0.125%, 5/1/25		215,000		240,800
Euronet Worldwide, Inc.
0.750%, 3/15/49§		126,000		143,292
GDS Holdings Ltd.
2.000%, 6/1/25		56,000		59,089
KBR, Inc.
2.500%, 11/1/23§		62,000		77,629
Okta, Inc.
0.250%, 2/15/23		23,000		53,125
0.125%, 9/1/25§		67,000		63,486
Square, Inc.
0.500%, 5/15/23		347,000		382,735
Twilio, Inc.
0.250%, 6/1/23		82,000		124,617
				1,144,773

See Notes to Financial Statements.

7

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

	Principal Amount		Value (Note 1)
Semiconductors & Semiconductor Equipment (12.8%)
Advanced Micro Devices, Inc.
2.125%, 9/1/26	$	107,000	$	464,476
Inphi Corp.
1.125%, 12/1/20		70,000		126,675
Intel Corp.
3.250%, 8/1/39		67,000		186,605
Microchip Technology, Inc.
1.625%, 2/15/25		259,000		499,708
1.625%, 2/15/27		485,000		634,906
Micron Technology, Inc.
Series F
2.125%, 2/15/33		19,000		82,402
Novellus Systems, Inc.
2.625%, 5/15/41		43,000		360,953
ON Semiconductor Corp.
1.000%, 12/1/20		199,000		240,820
Rambus, Inc.
1.375%, 2/1/23		91,000		92,444
Silicon Laboratories, Inc.
1.375%, 3/1/22		116,000		146,585
Synaptics, Inc.
0.500%, 6/15/22		174,000		164,213
Teradyne, Inc.
1.250%, 12/15/23		121,000		240,505
				3,240,292
Software (13.3%)
Blackline, Inc.
0.125%, 8/1/24§		93,000		88,295
Coupa Software, Inc.
0.125%, 6/15/25§		178,000		201,267
DocuSign, Inc.
0.500%, 9/15/23		122,000		143,267
FireEye, Inc.
0.875%, 6/1/24		255,000		251,569
Guidewire Software, Inc.
1.250%, 3/15/25		167,000		199,180
HubSpot, Inc.
0.250%, 6/1/22		80,000		136,734
New Relic, Inc.
0.500%, 5/1/23		222,000		213,364
Nutanix, Inc.
(Zero Coupon), 1/15/23		181,000		173,407
Palo Alto Networks, Inc.
0.750%, 7/1/23		288,000		316,789
Pluralsight, Inc.
0.375%, 3/1/24§		116,000		101,782
Proofpoint, Inc.
0.250%, 8/15/24§		27,000		27,945
Q2 Holdings, Inc.
0.750%, 6/1/26§		104,000		109,800
RealPage, Inc.
1.500%, 11/15/22		93,000		142,219
ServiceNow, Inc.
(Zero Coupon), 6/1/22		119,000		222,920
Splunk, Inc.
0.500%, 9/15/23		397,000		431,032
1.125%, 9/15/25		61,000		67,527
Verint Systems, Inc.
1.500%, 6/1/21		188,000		191,525
Workday, Inc.
0.250%, 10/1/22		172,000		218,749
Zendesk, Inc.
0.250%, 3/15/23		90,000		116,967
				3,354,338
Technology Hardware, Storage & Peripherals (1.4%)
Pure Storage, Inc.
0.125%, 4/15/23		247,000		259,056
Western Digital Corp.
1.500%, 2/1/24 (e)		106,000		100,523
				359,579
Total Information Technology				8,929,222
Materials (0.5%)
Metals & Mining (0.5%)
Allegheny Technologies, Inc.
4.750%, 7/1/22		42,000		67,496
Cleveland-Cliffs, Inc.
1.500%, 1/15/25		61,000		66,961
Total Materials				134,457
Real Estate (1.1%)
Equity Real Estate Investment Trusts (REITs) (0.7%)
Colony Capital, Inc. (REIT)
5.000%, 4/15/23		111,000		108,237
IH Merger Sub LLC (REIT)
3.500%, 1/15/22		54,000		74,181
				182,418
Real Estate Management & Development (0.4%)
Redfin Corp.
1.750%, 7/15/23		97,000		89,846
Total Real Estate				272,264
Total Convertible Bonds				20,008,359
Total Long-Term Debt Securities (79.0%) (Cost $18,691,610)				20,008,359
	Number of Shares		Value (Note 1)
CONVERTIBLE PREFERRED STOCKS:
Financials (6.8%)
Banks (5.5%)
Bank of America Corp.,
Series L
7.250%		365		553,555
Wells Fargo & Co.,
Series L
7.500%		550		830,225
				1,383,780
Insurance (0.8%)
Assurant, Inc.,
Series D
6.500%		1,583		197,828

See Notes to Financial Statements.

8

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

	Number of Shares		Value (Note 1)
Thrifts & Mortgage Finance (0.5%)
New York Community Capital Trust V,
6.000%		2,656	$	134,792
Total Financials				1,716,400
Health Care (4.9%)
Health Care Equipment & Supplies (3.6%)
Becton Dickinson and Co.,
Series A
6.125%		9,652		595,335
Danaher Corp.,
Series A
4.750%		295		327,545
				922,880
Health Care Technology (0.4%)
Change Healthcare, Inc.,
6.000%		1,996		100,858
Life Sciences Tools & Services (0.9%)
Avantor, Inc.,
Series A
6.250%		4,314		224,371
Total Health Care				1,248,109
Industrials (1.2%)
Machinery (1.2%)
Fortive Corp.,
Series A
5.000%		326		293,579
Total Industrials				293,579
Information Technology (1.7%)
Semiconductors & Semiconductor Equipment (1.7%)
Broadcom, Inc.,
Series A
8.000%*		394		426,710
Total Information Technology				426,710
Materials (0.4%)
Chemicals (0.4%)
International Flavors & Fragrances, Inc.,
6.000%		2,191		102,473
Total Materials				102,473
Real Estate (0.9%)
Equity Real Estate Investment Trusts (REITs) (0.9%)
Crown Castle International Corp. (REIT),
Series A
6.875%		186		231,698
Total Real Estate				231,698
Utilities (1.5%)
Electric Utilities (0.4%)
American Electric Power Co., Inc.,
6.125%		1,990		109,430
Multi-Utilities (1.1%)
Sempra Energy,
Series A
6.000%		2,313		268,378
Total Utilities				377,808
Total Convertible Preferred Stocks (17.4%) (Cost $3,971,807)				4,396,777
SHORT-TERM INVESTMENT:
Investment Company (0.5%)
JPMorgan Prime Money Market Fund, IM Shares		132,021		132,074
Total Short-Term Investment (0.5%) (Cost $132,065)				132,074
Total Investments in Securities (96.9%) (Cost $22,795,482)				24,537,210
Other Assets Less Liabilities (3.1%)				782,214
Net Assets (100%)			$	25,319,424

* Non-income producing.

§ Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may only be resold to qualified institutional buyers. At October 31, 2019, the market value of these securities amounted to $3,088,801 or 12.2% of net assets. Securities denoted with “§” but without “b” have been determined to be liquid under the guidelines established by the Board of Trustees. To the extent any securities might provide a right to demand registration, such rights have not been relied upon when determining liquidity.

(e) Step Bond - Coupon rate increases or decreases in increments to maturity. Rate disclosed is as of October 31, 2019. Maturity date disclosed is the ultimate maturity date.

See Notes to Financial Statements.

9

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

The following is a summary of the inputs used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2019:

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

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Convertible Bonds
Communication Services	$	—	$	1,298,709	$	—	$	1,298,709
Consumer Discretionary		—		2,020,071		—		2,020,071
Consumer Staples		—		132,968		—		132,968
Energy		—		227,910		—		227,910
Financials		—		625,420		—		625,420
Health Care		—		4,889,342		—		4,889,342
Industrials		—		1,477,996		—		1,477,996
Information Technology		—		8,929,222		—		8,929,222
Materials		—		134,457		—		134,457
Real Estate		—		272,264		—		272,264
Convertible Preferred Stocks
Financials		1,716,400		—		—		1,716,400
Health Care		1,248,109		—		—		1,248,109
Industrials		293,579		—		—		293,579
Information Technology		426,710		—		—		426,710
Materials		102,473		—		—		102,473
Real Estate		231,698		—		—		231,698
Utilities		377,808		—		—		377,808
Short-Term Investment
Investment Company		132,074		—		—		132,074
Total Assets	$	4,528,851	$	20,008,359	$	—	$	24,537,210
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	4,528,851	$	20,008,359	$	—	$	24,537,210

The Fund held no derivatives contracts during the year ended October 31, 2019.

Investment security transactions for the year ended October 31, 2019 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	10,931,921
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	11,859,909

As of October 31, 2019, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	2,638,560
Aggregate gross unrealized depreciation		(1,067,970	)
Net unrealized appreciation	$	1,570,590
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	22,966,620

See Notes to Financial Statements.

10

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STATEMENT OF ASSETS AND LIABILITIES

October 31, 2019

ASSETS
Investments in Securities, at value (Cost $22,795,482)	$	24,537,210
Cash		646,000
Receivable for securities sold		544,690
Dividends, interest and other receivables		86,961
Receivable for Fund shares sold		41,649
Prepaid registration and filing fees		16,948
Other assets		445
Total assets		25,873,903
LIABILITIES
Payable for securities purchased		458,415
Dividends and distributions payable		27,536
Transfer agent fees payable		3,053
Payable for Fund shares redeemed		1,077
Administrative fees payable		198
Distribution fees payable – Class A		115
Distribution fees payable – Class R		62
Accrued expenses		64,023
Total liabilities		554,479
NET ASSETS	$	25,319,424
Net assets were comprised of:
Paid in capital	$	22,563,478
Total distributable earnings (loss)		2,755,946
Net assets	$	25,319,424
Class A
Net asset value and redemption price per share, $572,402 / 50,952 shares outstanding (unlimited amount authorized: $0.001 par value)	$	11.23
Maximum sales charge (4.50% of offering price)		0.53
Maximum offering price per share	$	11.76
Class I
Net asset value and redemption price per share, $24,599,752 / 2,189,264 shares outstanding (unlimited amount authorized: $0.001 par value)	$	11.24
Class R
Net asset value and redemption price per share, $147,270 / 13,117 shares outstanding (unlimited amount authorized: $0.001 par value)	$	11.23

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2019

INVESTMENT INCOME
Interest	$	310,963
Dividends		195,390
Total income		506,353
EXPENSES
Investment advisory fees		168,090
Professional fees		84,056
Administrative fees		36,019
Registration and filing fees		33,938
Transfer agent fees		30,640
Printing and mailing expenses		29,738
Custodian fees		16,525
Trustees’ fees		2,144
Distribution fees – Class A		1,335
Distribution fees – Class R		694
Miscellaneous		16,268
Gross expenses		419,447
Less:  Voluntary waiver from investment adviser		(29,400	)
Waiver from investment adviser		(149,972	)
Net expenses		240,075
NET INVESTMENT INCOME (LOSS)		266,278
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		1,172,228
Net change in unrealized appreciation (depreciation) on investments in securities		1,554,811
NET REALIZED AND UNREALIZED GAIN (LOSS)		2,727,039
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	2,993,317

See Notes to Financial Statements.

11

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1290 CONVERTIBLE SECURITIES FUND

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended October 31,
	2019			2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	266,278		$	333,842
Net realized gain (loss)		1,172,228			1,094,133
Net change in unrealized appreciation (depreciation)		1,554,811			(1,515,380	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		2,993,317			(87,405	)
Distributions to shareholders:
Class A		(29,152	)		(14,254	)
Class I		(1,352,512	)		(777,213	)
Class R		(7,315	)		(3,914	)
Total distributions to shareholders		(1,388,979	)		(795,381	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 10,409 and 10,198 shares, respectively ]		112,483			114,133
Capital shares issued in reinvestment of dividends [ 2,313 and 1,010 shares, respectively ]		23,148			10,820
Capital shares repurchased [ (10,505) and (2,118) shares, respectively ]		(110,871	)		(23,402	)
Total Class A transactions		24,760			101,551
Class I
Capital shares sold [ 60,599 and 82,739 shares, respectively ]		662,358			914,895
Capital shares issued in reinvestment of dividends [ 11,004 and 4,466 shares, respectively ]		110,649			47,979
Capital shares repurchased [ (40,367) and (25,797) shares, respectively ]		(429,627	)		(283,983	)
Total Class I transactions		343,380			678,891
Class R
Capital shares sold [ 396 and 2,514 shares, respectively ]		4,183			27,506
Capital shares issued in reinvestment of dividends [ 154 and 69 shares, respectively ]		1,537			733
Capital shares repurchased [ (9) and (17) shares, respectively ]		(103	)		(185	)
Total Class R transactions		5,617			28,054
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		373,757			808,496
TOTAL INCREASE (DECREASE) IN NET ASSETS		1,978,095			(74,290	)
NET ASSETS:
Beginning of year		23,341,329			23,415,619
End of year	$	25,319,424		$	23,341,329

See Notes to Financial Statements.

12

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1290 CONVERTIBLE SECURITIES FUND

FINANCIAL HIGHLIGHTS

	Year Ended October 31,												July 6, 2015* to October 31, 2015
Class A	2019			2018			2017			2016
Net asset value, beginning of period	$	10.52		$	10.91		$	9.56		$	9.56		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)		0.09			0.13			0.16			0.14			0.03
Net realized and unrealized gain (loss)		1.22			(0.18	)		1.43			0.04			(0.44	)
Total from investment operations		1.31			(0.05	)		1.59			0.18			(0.41	)
Less distributions:
Dividends from net investment income		(0.23	)		(0.23	)		(0.24	)		(0.18	)		(0.03	)
Distributions from net realized gains		(0.37	)		(0.11	)		—			—			—
Total dividends and distributions		(0.60	)		(0.34	)		(0.24	)		(0.18	)		(0.03	)
Net asset value, end of period	$	11.23		$	10.52		$	10.91		$	9.56		$	9.56
Total return (b)		13.20	%		(0.46	)%		16.82	%		1.97	%		(4.08	)%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	572		$	512		$	433		$	374		$	206
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		1.24	%		1.30	%		1.30	%		1.30	%		1.30	%
Before waivers and reimbursements (a)(f)		1.99	%		1.94	%		2.07	%		2.26	%		2.09	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		0.87	%		1.14	%		1.54	%		1.49	%		1.09	%(l)
Before waivers and reimbursements (a)(f)		0.12	%		0.49	%		0.78	%		0.52	%		0.30	%(l)
Portfolio turnover rate (z)^		47	%		45	%		41	%		32	%		6	%
	Year Ended October 31,												July 6, 2015* to October 31, 2015
Class I	2019			2018			2017			2016
Net asset value, beginning of period	$	10.52		$	10.91		$	9.56		$	9.56		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)		0.12			0.15			0.18			0.17			0.04
Net realized and unrealized gain (loss)		1.23			(0.17	)		1.43			0.04			(0.44	)
Total from investment operations		1.35			(0.02	)		1.61			0.21			(0.40	)
Less distributions:
Dividends from net investment income		(0.26	)		(0.26	)		(0.26	)		(0.21	)		(0.04	)
Distributions from net realized gains		(0.37	)		(0.11	)		—			—			—
Total dividends and distributions		(0.63	)		(0.37	)		(0.26	)		(0.21	)		(0.04	)
Net asset value, end of period	$	11.24		$	10.52		$	10.91		$	9.56		$	9.56
Total return (b)		13.58	%		(0.23	)%		17.11	%		2.23	%		(4.00	)%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	24,600		$	22,697		$	22,874		$	19,584		$	19,073
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.99	%		1.05	%		1.05	%		1.05	%		1.05	%
Before waivers and reimbursements (a)(f)		1.74	%		1.69	%		1.82	%		1.99	%		1.72	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		1.12	%		1.40	%		1.80	%		1.78	%		1.37	%(l)
Before waivers and reimbursements (a)(f)		0.37	%		0.75	%		1.03	%		0.84	%		0.70	%(l)
Portfolio turnover rate (z)^		47	%		45	%		41	%		32	%		6	%

See Notes to Financial Statements.

13

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1290 CONVERTIBLE SECURITIES FUND

FINANCIAL HIGHLIGHTS (Continued)

	Year Ended October 31,												July 6, 2015* to October 31, 2015
Class R	2019			2018			2017			2016
Net asset value, beginning of period	$	10.51		$	10.91		$	9.56		$	9.56		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)		0.07			0.10			0.13			0.12			0.03
Net realized and unrealized gain (loss)		1.23			(0.18	)		1.43			0.04			(0.45	)
Total from investment operations		1.30			(0.08	)		1.56			0.16			(0.42	)
Less distributions:
Dividends from net investment income		(0.21	)		(0.21	)		(0.21	)		(0.16	)		(0.02	)
Distributions from net realized gains		(0.37	)		(0.11	)		—			—			—
Total dividends and distributions		(0.58	)		(0.32	)		(0.21	)		(0.16	)		(0.02	)
Net asset value, end of period	$	11.23		$	10.51		$	10.91		$	9.56		$	9.56
Total return (b)		13.07	%		(0.78	)%		16.53	%		1.72	%		(4.16	)%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	147		$	132		$	109		$	96		$	96
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		1.49	%		1.55	%		1.55	%		1.55	%		1.55	%
Before waivers and reimbursements (a)(f)		2.24	%		2.19	%		2.32	%		2.49	%		2.22	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		0.62	%		0.90	%		1.30	%		1.28	%		0.87	%(l)
Before waivers and reimbursements (a)(f)		(0.13	)%		0.25	%		0.53	%		0.34	%		0.20	%(l)
Portfolio turnover rate (z)^		47	%		45	%		41	%		32	%		6	%

* Commencement of Operations.

^ Portfolio turnover rate excludes derivatives, if any.

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

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

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

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

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

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

See Notes to Financial Statements.

14

1290 DIVERSIFIED BOND FUND (Unaudited)

INVESTMENT ADVISER

_Ø 1290 Asset Managers^®

INVESTMENT SUB-ADVISERS

_Ø Brandywine Global Investment Management, LLC (Brandywine Global)

PERFORMANCE RESULTS

Annualized Total Returns as of 10/31/19
			1 Year			Since Incept.
Fund – Class A Shares*	without Sales Charge			13.08	%		3.96	%
	with Sales Charge (a	)		7.98			2.86
Fund – Class I Shares*				13.43			4.24
Fund – Class R Shares*				12.84			3.71
Bloomberg Barclays U.S. Aggregate Bond Index				11.51			3.52
*   Date of inception 7/6/15. (a)  A 4.50% front-end sales charge was deducted.      Returns for periods greater than one year are annualized.

The performance quoted is past performance and is not a guarantee of future results. Mutual funds are subject to certain market risks. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown. For the most current month-end performance data please call 1-888-310-0416 or visit www.1290Funds.com.

The graph illustrates comparative performance for $10,000 invested in the Class I Shares of the 1290 Diversified Bond Fund and the Bloomberg Barclays U.S. Aggregate Bond Index from 7/6/15 to 10/31/19. The performance of the Bloomberg Barclays U.S. Aggregate Bond Index reflects an initial investment at the end of the month closest to the Fund’s inception. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, if any, and does not include a sales charge. The performance of the Bloomberg Barclays U.S. Aggregate Bond Index does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect reinvestment of all dividends, capital gain distributions, and interest of the securities included in the benchmark.

As of March 1, 2019, the gross expense ratios for Class A, I and R shares were 1.69%, 1.38% and 1.93%, respectively. The net expense ratios for Class A, I and R shares were 0.75%, 0.50% and 1.00%, respectively. The net expense ratios reflect the Adviser’s decision to contractually limit expenses through April 30, 2020. Fund Performance may also reflect the waiver of the Fund’s fees and reimbursement of expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower.

In addition, performance shown in this section does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

PERFORMANCE SUMMARY

The Fund’s Class I shares returned 13.43% for the year ended October 31, 2019. The Fund’s benchmark, the Bloomberg Barclays U.S. Aggregate Bond Index, returned 11.51% over the same year.

Overview — Brandywine Global Investment Management, LLC (Brandywine Global)

Over the last year, we believe any large gains in developed market bond prices have likely run their course. However, we see potential in the emerging world. A major global policy easing cycle is underway, signaling that a potential turnaround in the current economic slump may be imminent. Deflationary pressures have encouraged emerging market monetary policy stimulus as well as developed market central bank intervention. We believe these efforts, along with lower bond yields, mortgage rates, and energy costs, are working to stabilize the global outlook, a view supported by some leading economic indicators. More interest rate cuts and stimulus measures may be in the pipeline. Specifically, we believe the Federal Reserve will cut rates further, Chinese policymakers will continue to offer stimulus, and a trade resolution — driven by political and economic self-preservation — will emerge. We believe these forces will drive the U.S. dollar lower. The main risk is that our optimism on the evolution of these three crucial factors is not realized: the trade war escalates; the Federal Reserve missteps; and/or, the Chinese fail to provide enough support. Under any of these conditions, the current slowdown could extend much longer.

Fund Highlights

The flexibility of the investment guidelines allowed the portfolio managers to nimbly position the Fund to take advantage of tactical opportunities and reallocate when risk on/risk off sentiment presented itself.

Portfolio Positioning:

• U.S. Government/Investment Grade — At period end, we are slightly underweight U.S. treasury duration relative to the benchmark. We built U.S. Treasury duration to near all-time highs. As Treasury yields collapsed, we continuously took profit. Given the size of the recent move in Treasuries we are dubious of their valuation now, and thus underweight. We are largely neutral on investment grade credit.

• Internal Sovereigns Developed Markets — At period end, we were short German Bunds as a relative-value trade versus the remaining U.S. Treasury holdings, and also as an overall duration hedge for the Fund.

• Internal Sovereigns Emerging Markets — At period end, we were long select emerging markets that we believe exhibit attractive levels of high real yield and strong fundamental tailwinds.

15

1290 DIVERSIFIED BOND FUND (Unaudited)

• Structured Credit — We added meaningfully to this segment of the Fund over the third quarter. Most notably, we built positions in agency pass throughs and high quality non-agency commercial mortgage-backed securities (CMBS). This was based on our view that spreads have widened materially, and on the back of the recent collapse in yields we expect forward looking volatility in Treasury markets to limit prepayments, thus, allowing us to harvest the benefits of a high spread to Treasuries with what we believe will be a narrowing trend.

• Currency — We built our U.S. dollar allocation over the recent months in anticipation of volatility we expect related to intensification of the trade war and challenged global growth data. Our view remains bearish U.S. dollar in the intermediate term, but we believe it prudent to be nimble in our non-dollar exposures in an effort to control volatility during periods of market uncertainty.

What helped performance during the year?

• The Fund’s ability to invest in non-U.S. dollar currencies added to Fund performance relative to the benchmark.

• The majority of the return for the period can be attributed to U.S. Treasury duration and emerging markets exposure.

• U.S. Government bonds and bond futures were additive to performance.

• Select emerging markets added to performance including Mexico, Brazil and Peru.

• Non-U.S. dollar currency positioning in select emerging markets, specifically in the Mexican Peso and South African Rand, added to performance.

• Selectively maneuvering the duration of the Fund via U.S. Treasuries was additive.

• The Fund was short German Bunds as a relative-value trade versus the remaining U.S. Treasury holdings, and also as an overall duration hedge for the Fund. The short German bond futures coupled with a long position in U.S. Bond futures added to performance.

• While the Fund is predominately denominated in U.S. dollars, foreign currency forwards are used to hedge exposure to foreign securities, as well as add alpha. Currency forwards added to performance during the period.

• The Fund held relatively modest exposure to select names within the high yield space, both through cash bonds and select credit default swaps (“CDS”), which added slightly to performance.

What hurt performance during the year?

• While mortgages added to performance, a selection of non-agency mortgage-backed securities (MBS) underperformed the benchmark’s agency MBS positions, and the Fund’s overall mortgage allocation was underweight relative to the benchmark.

• An underweight to the benchmark in corporate investment grade bonds underperformed the benchmark’s allocation.

• A position in Argentinian bonds hurt performance.

• A position in Norwegian Krone hurt performance.

Fund Characteristics As of October 31, 2019
Weighted Average Life (Years)	9.08
Weighted Average Coupon (%)	4.99
Weighted Average Effective Duration (Years)*	4.17
Weighted Average Rating**	BBB+
*  Effective duration is a measure of the price sensitivity of the Fund to interest rate movements, taking into account specific features of the securities in which it invests. ** Weighted Average Rating has been provided by the Investment Sub-Adviser. A credit rating is an assessment provided by a nationally recognized statistical rating organization (NRSRO) of the creditworthiness of an issuer with respect to debt obligations, including specific securities, money market instruments or other debts. Ratings are measured on a scale that generally ranges from AAA (highest) to D (lowest); ratings are subject to change without notice.

Sector Weightings as of October 31, 2019	% of Net Assets
Foreign Government Securities		24.3	%
Mortgage-Backed Security		11.8
Financials		11.1
Commercial Mortgage-Backed Securities		10.5
Collateralized Mortgage Obligations		8.2
Information Technology		6.1
Energy		5.2
U.S. Treasury Obligations		5.1
Asset-Backed Securities		3.9
Investment Company		2.1
Communication Services		1.1
Health Care		1.0
Consumer Discretionary		0.8
Real Estate		0.7
Materials		0.6
Industrials		0.4
Utilities		0.3
Cash and Other		6.8
		100.0	%
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

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

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees (in the case of Class A and Class R shares of the Fund), and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2019 and held for the entire six-month period.

Actual Expenses

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

16

1290 DIVERSIFIED BOND FUND (Unaudited)

Hypothetical Example for Comparison Purposes

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

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

EXAMPLE

	Beginning Account Value 5/1/19		Ending Account Value 10/31/19		Expenses Paid During Period* 5/1/19 - 10/31/19
Class A
Actual		$1,000.00		$1,064.00		$3.90
Hypothetical (5% average annual return before expenses)		1,000.00		1,021.42		3.82
Class I
Actual		1,000.00		1,065.20		2.60
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.68		2.55
Class R
Actual		1,000.00		1,062.80		5.20
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.17		5.09
*  Expenses are equal to the Fund’s Class A, I and R shares annualized expense ratios of 0.75%, 0.50% and 1.00%, respectively, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

17

1290 FUNDS

1290 DIVERSIFIED BOND FUND

PORTFOLIO OF INVESTMENTS

October 31, 2019

	Principal Amount		Value (Note 1)
LONG-TERM DEBT SECURITIES:
Asset-Backed Securities (3.9%)
Aames Mortgage Investment Trust,
Series 2006-1 A4 2.383%, 4/25/36 (l)	$	1,278,290	$	1,267,577
Park Place Securities, Inc. Asset-Backed Pass-Through Certificates,
Series 2005-WHQ2 M2 2.513%, 5/25/35 (l)		604,079		601,894
Popular ABS Mortgage Pass-Through Trust,
Series 2005-5 MV1 2.263%, 11/25/35 (l)		741,315		736,038
Towd Point Mortgage Trust,
Series 2017-6 A1 2.750%, 10/25/57 (l)§		724,457		730,022
Total Asset-Backed Securities				3,335,531
Collateralized Mortgage Obligations (8.2%)
Angel Oak Mortgage Trust,
Series 2019-5 A2 2.716%, 10/25/49 (l)§		3,203,000		3,206,814
COLT Mortgage Loan Trust,
Series 2018-1 A1 2.930%, 2/25/48 (l)§		375,276		375,556
Series 2018-1 A3 3.084%, 2/25/48 (l)§		819,788		820,477
Connecticut Avenue Securities Trust,
Series 2018-R07 1M2 4.223%, 4/25/31 (l)§		920,000		927,431
FNMA,
Series 2018-C06 1M2 3.823%, 3/25/31 (l)		860,000		861,513
TDA CAM FTA,
Series 9 B 0.000%, 4/28/50 (l)(m)	EUR	800,000		749,674
Total Collateralized Mortgage Obligations				6,941,465
Commercial Mortgage-Backed Securities (10.5%)
COMM Mortgage Trust,
Series 2014-CR14 AM 4.526%, 2/10/47 (l)	$	2,716,000		2,932,499
FHLMC Multifamily Structured Pass-Through Certificates,
Series K722 X1 1.308%, 3/25/23 IO (l)		13,089,704		457,162
Series K727 A1 2.632%, 10/25/23		772,035		782,071
FREMF Mortgage Trust,
Series 2017-K61 C 3.683%, 12/25/49 (l)§		1,305,000		1,331,197
JPMBB Commercial Mortgage Securities Trust,
Series 2015-C32 C 4.666%, 11/15/48 (l)		3,240,280		3,478,480
Total Commercial Mortgage-Backed Securities				8,981,409
Corporate Bonds (27.3%)
Communication Services (1.1%)
Wireless Telecommunication Services (1.1%)
Sprint Corp. 7.250%, 9/15/21	$	870,000	$	928,342
Total Communication Services				928,342
Consumer Discretionary (0.8%)
Specialty Retail (0.8%)
PetSmart, Inc. 5.875%, 6/1/25§		710,000		698,555
Total Consumer Discretionary				698,555
Energy (5.2%)
Oil, Gas & Consumable Fuels (5.2%)
Petroleos Mexicanos
4.250%, 1/15/25		1,015,000		1,012,056
6.500%, 6/2/41		665,000		658,350
7.690%, 1/23/50§		755,000		819,024
Saudi Arabian Oil Co. 4.375%, 4/16/49§		1,785,000		1,941,188
				4,430,618
Total Energy				4,430,618
Financials (11.1%)
Banks (5.8%)
Bank of America Corp. 2.503%, 10/21/22		705,000		711,510
Series L 2.250%, 4/21/20		610,000		610,983
Citigroup, Inc.
3.875%, 10/25/23		905,000		959,944
(ICE LIBOR USD 3 Month + 1.25%), 3.349%, 7/1/26 (k)		605,000		611,149
JPMorgan Chase & Co.
2.400%, 6/7/21		605,000		608,805
3.200%, 1/25/23		680,000		704,017
Wells Fargo & Co. 2.625%, 7/22/22		695,000		704,230
				4,910,638
Capital Markets (4.4%)
Ares Capital Corp. 4.250%, 3/1/25		280,000		290,483
FS KKR Capital Corp.
4.750%, 5/15/22		287,000		295,999
4.625%, 7/15/24		150,000		154,145
Goldman Sachs Group, Inc. (The) (ICE LIBOR USD 3 Month + 0.75%), 2.898%, 2/23/23 (k)		1,215,000		1,218,631
Morgan Stanley 2.750%, 5/19/22		645,000		654,840
Owl Rock Capital Corp. 5.250%, 4/15/24		645,000		685,011
UBS Group AG (ICE LIBOR USD 3 Month + 1.22%), 3.368%, 5/23/23 (k)§		450,000		455,007
				3,754,116

See Notes to Financial Statements.

18

1290 FUNDS

1290 DIVERSIFIED BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

	Principal Amount		Value (Note 1)
Consumer Finance (0.7%)
American Express Co. 2.650%, 12/2/22	$	610,000	$	621,498
Insurance (0.2%)
Markel Corp.
3.350%, 9/17/29		165,000		167,486
Total Financials				9,453,738
Health Care (1.0%)
Pharmaceuticals (1.0%)
Bristol-Myers Squibb Co.
3.400%, 7/26/29§		755,000		812,131
Total Health Care				812,131
Industrials (0.4%)
Aerospace & Defense (0.2%)
Boeing Co. (The)
2.700%, 5/1/22		210,000		213,399
Industrial Conglomerates (0.2%)
General Electric Co.
3.100%, 1/9/23		135,000		137,153
Total Industrials				350,552
Information Technology (6.1%)
IT Services (1.7%)
International Business Machines Corp.
4.250%, 5/15/49		1,315,000		1,497,230
Semiconductors & Semiconductor Equipment (1.3%)
Broadcom, Inc.
3.125%, 10/15/22§		360,000		366,627
3.625%, 10/15/24§		340,000		349,336
Qorvo, Inc.
5.500%, 7/15/26		400,000		425,992
				1,141,955
Software (0.8%)
Symantec Corp.
5.000%, 4/15/25§		635,000		650,239
Technology Hardware, Storage & Peripherals (2.3%)
Dell International LLC
7.125%, 6/15/24§		485,000		512,887
6.020%, 6/15/26§		1,245,000		1,419,100
				1,931,987
Total Information Technology				5,221,411
Materials (0.6%)
Metals & Mining (0.6%)
Steel Dynamics, Inc.
5.125%, 10/1/21		520,000		521,976
Total Materials				521,976
Real Estate (0.7%)
Equity Real Estate Investment Trusts (REITs) (0.7%)
American Tower Corp. (REIT)
2.800%, 6/1/20		605,000		607,673
Total Real Estate				607,673
Utilities (0.3%)
Electric Utilities (0.3%)
DPL, Inc.
7.250%, 10/15/21		239,000		256,626
Total Utilities				256,626
Total Corporate Bonds				23,281,622
Foreign Government Securities (24.3%)
Federative Republic of Brazil
10.000%, 1/1/21	BRL	28,400,000	$	7,521,430
Republic of Argentina
2.500%, 7/22/21 TIPS (r)	ARS	147,057,537		578,928
Republic of Colombia
7.000%, 5/4/22	COP	4,452,000,000		1,379,119
Republic of Indonesia
9.000%, 3/15/29	IDR	26,500,000,000		2,134,235
Republic of South Africa
8.750%, 2/28/48	ZAR	54,280,000		3,144,392
United Mexican States
7.500%, 6/3/27	MXN	9,700,000		526,010
8.000%, 11/7/47		94,600,000		5,377,415
Total Foreign Government Securities				20,661,529
Mortgage-Backed Security (11.8%)
FNMA UMBS
3.000%, 9/1/49	$	9,913,781		10,079,030
Total Mortgage-Backed Security				10,079,030
U.S. Treasury Obligations (5.1%)
U.S. Treasury Bonds
3.375%, 11/15/48		970,000		1,222,124
U.S. Treasury Notes
(US Treasury 3 Month Bill Money Market Yield + 0.22%), 1.857%, 7/31/21 (k)		2,445,000		2,444,470
(US Treasury 3 Month Bill Money Market Yield + 0.30%), 1.937%, 10/31/21 (k)		695,000		695,518
Total U.S. Treasury Obligations				4,362,112
Total Long-Term Debt Securities (91.1%) (Cost $77,798,644)				77,642,698
	Number of Rights		Value (Note 1)
RIGHTS:
Communication Services (0.0%)
Wireless Telecommunication Services (0.0%)
T-Mobile US, Inc., CVR*		22,000		22,632
T-Mobile USA, Inc., CVR (r)*		32,000		—
Total Rights (0.0%) (Cost $—)				22,632

See Notes to Financial Statements.

19

1290 FUNDS

1290 DIVERSIFIED BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

	Number of Shares		Value (Note 1)
SHORT-TERM INVESTMENT:
Investment Company (2.1%)
JPMorgan Prime Money Market Fund, IM Shares		1,798,678	$	1,799,397
Total Short-Term Investment (2.1%) (Cost $1,799,372)				1,799,397
Total Investments in Securities (93.2%) (Cost $79,598,016)				79,464,727
Other Assets Less Liabilities (6.8%)				5,777,195
Net Assets (100%)			$	85,241,922

* Non-income producing.

§ Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may only be resold to qualified institutional buyers. At October 31, 2019, the market value of these securities amounted to $15,415,591 or 18.1% of net assets. Securities denoted with “§” but without “b” have been determined to be liquid under the guidelines established by the Board of Trustees. To the extent any securities might provide a right to demand registration, such rights have not been relied upon when determining liquidity.

(k) Variable or floating rate security, linked to the referenced benchmark. The interest rate shown was the current rate as of October 31, 2019.

(l) Variable or floating rate security, the interest rate of which adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. The interest rate shown was the current rate as of October 31, 2019.

(m) Regulation S is an exemption for securities offerings that are made outside of the United States and do not involve direct selling efforts in the United States. Resale restrictions may apply for purposes of the Securities Act of 1933. At October 31, 2019, the market value of these securities amounted to $749,674 or 0.9% of net assets.

(r) Value determined using significant unobservable inputs.

Glossary:

ARS — Argentine Peso

BRL — Brazilian Real

CHF — Swiss Franc

CLP — Chilean Peso

COP — Colombian Peso

CVR — Contingent Value Rights

CZK — Czech Koruna

EUR — European Currency Unit

FHLMC — Federal Home Loan Mortgage Corp.

FNMA — Federal National Mortgage Association

GBP — British Pound

HUF — Hungarian Forint

ICE — Intercontinental Exchange

IDR — Indonesian Rupiah

IO — Interest Only

JPY — Japanese Yen

LIBOR — London Interbank Offered Rate

MXN — Mexican Peso

NOK — Norwegian Krone

PHP — Philippine Peso

RUB — Russian Ruble

TIPS — Treasury Inflation Protected Security

UMBS — Uniform Mortgage-Backed Securities

USD — United States Dollar

ZAR — South African Rand

Futures contracts outstanding as of October 31, 2019 (Note 1):

Description	Number of Contracts			Expiration Date		Trading Currency	Notional Amount ($)			Value and Unrealized Appreciation (Depreciation) ($)
Long Contracts
U.S. Treasury 5 Year Note		226			12/2019	USD		26,939,906			(115,222	)
U.S. Treasury Ultra Bond		18			12/2019	USD		3,415,500			(81,134	)
											(196,356	)
Short Contracts
Euro-Buxl		(12	)		12/2019	EUR		(2,810,021	)		178,299
U.S. Treasury 10 Year Note		(217	)		12/2019	USD		(28,274,422	)		48,065
											226,364
											30,008

Forward Foreign Currency Contracts outstanding as of October 31, 2019 (Note 1):

Currency Purchased		Currency Sold		Counterparty	Settlement Date		Unrealized Appreciation (Depreciation) ($)
RUB	297,000,000	USD	4,490,360	Citibank NA**		11/8/2019		138,916
MXN	19,600,000	USD	981,283	Barclays Bank plc		11/19/2019		35,134
USD	3,212,063	ZAR	47,300,000	Citibank NA		12/11/2019		97,552

See Notes to Financial Statements.

20

1290 FUNDS

1290 DIVERSIFIED BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

Currency Purchased		Currency Sold		Counterparty	Settlement Date		Unrealized Appreciation (Depreciation) ($)
EUR	1,300,000	USD	1,447,673	JPMorgan Chase Bank		12/12/2019		6,042
EUR	670,000	USD	737,432	National Australia Bank Ltd.		12/12/2019		11,791
HUF	711,000,000	USD	2,409,441	HSBC Bank plc		12/12/2019		8,834
USD	2,416,169	EUR	2,160,000	JPMorgan Chase Bank		12/12/2019		765
USD	1,424,800	CHF	1,400,000	HSBC Bank plc		12/13/2019		1,226
JPY	266,000,000	USD	2,474,890	Citibank NA		1/9/2020		90
JPY	265,000,000	USD	2,447,232	National Australia Bank Ltd.		1/9/2020		18,444
USD	1,439,871	JPY	153,000,000	Citibank NA		1/9/2020		16,293
CZK	160,600,000	USD	6,923,068	HSBC Bank plc		1/10/2020		105,962
Total unrealized appreciation								441,049
USD	4,574,310	RUB	297,000,000	Citibank NA**		11/8/2019		(54,967	)
MXN	5,300,000	USD	276,669	Goldman Sachs Bank USA		11/19/2019		(1,822	)
USD	3,675,804	EUR	3,320,000	HSBC Bank plc		12/12/2019		(36,761	)
USD	3,273,131	EUR	2,940,000	JPMorgan Chase Bank		12/12/2019		(14,502	)
USD	1,433,627	CHF	1,410,000	Morgan Stanley		12/13/2019		(115	)
JPY	153,000,000	USD	1,429,303	Morgan Stanley		1/9/2020		(5,724	)
USD	3,294,991	BRL	13,320,000	HSBC Bank plc**		1/9/2020		(13,670	)
USD	1,327,140	COP	4,600,000,000	JPMorgan Chase Bank**		1/10/2020		(30,136	)
USD	2,093,105	IDR	29,900,000,000	JPMorgan Chase Bank**		1/29/2020		(17,925	)
USD	3,506,721	PHP	180,000,000	HSBC Bank plc**		1/30/2020		(28,444	)
CLP	1,750,000,000	USD	2,423,487	HSBC Bank plc**		1/31/2020		(57,977	)
NOK	12,800,000	USD	1,400,139	HSBC Bank plc		2/19/2020		(7,649	)
GBP	1,190,000	USD	1,551,225	HSBC Bank plc		2/24/2020		(4,385	)
Total unrealized depreciation								(274,077	)
Net unrealized appreciation								166,972

** Non-deliverable forward.

Centrally Cleared Credit default swap contracts outstanding — sell protection as of October 31, 2019 (Note 1):

Reference Obligation/Index	Financing Rate (Paid)/ Received by the Fund (%)		Frequency  of Payments Made/ Received		Maturity Date		Implied Credit Spread (%)		Notional Amount		Upfront (Payments) Receipts ($)		Unrealized Appreciation (Depreciation) ($)			Value ($)
Goodyear Tire & Rubber Co. (The)		5.00		Quarterly		6/20/2022		0.81	USD	1,010,000		101,624		13,520			115,144
Sprint Communications, Inc.		5.00		Quarterly		6/20/2021		0.80	USD	1,020,000		60,337		15,130			75,467
United States Steel Corp.		5.00		Quarterly		6/20/2021		1.77	USD	520,000		33,839		(3,798	)		30,041
												195,800		24,852			220,652

See Notes to Financial Statements.

21

1290 FUNDS

1290 DIVERSIFIED BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

The following is a summary of the inputs used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2019:

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

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities			Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)			Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)			Total
Assets:
Asset-Backed Securities	$	—		$	3,335,531		$	—		$	3,335,531
Centrally Cleared Credit Default Swaps		—			28,650			—			28,650
Collateralized Mortgage Obligations		—			6,941,465			—			6,941,465
Commercial Mortgage-Backed Securities		—			8,981,409			—			8,981,409
Corporate Bonds
Communication Services		—			928,342			—			928,342
Consumer Discretionary		—			698,555			—			698,555
Energy		—			4,430,618			—			4,430,618
Financials		—			9,453,738			—			9,453,738
Health Care		—			812,131			—			812,131
Industrials		—			350,552			—			350,552
Information Technology		—			5,221,411			—			5,221,411
Materials		—			521,976			—			521,976
Real Estate		—			607,673			—			607,673
Utilities		—			256,626			—			256,626
Foreign Government Securities		—			20,082,601			578,928			20,661,529
Forward Currency Contracts		—			441,049			—			441,049
Futures		226,364			—			—			226,364
Mortgage-Backed Security		—			10,079,030			—			10,079,030
Rights
Communication Services		—			22,632			—	(a)		22,632
Short-Term Investment
Investment Company		1,799,397			—			—			1,799,397
U.S. Treasury Obligations		—			4,362,112			—			4,362,112
Total Assets	$	2,025,761		$	77,556,101		$	578,928		$	80,160,790
Liabilities:
Centrally Cleared Credit Default Swaps	$	—		$	(3,798	)	$	—		$	(3,798	)
Forward Currency Contracts		—			(274,077	)		—			(274,077	)
Futures		(196,356	)		—			—			(196,356	)
Total Liabilities	$	(196,356	)	$	(277,875	)	$	—		$	(474,231	)
Total	$	1,829,405		$	77,278,226		$	578,928		$	79,686,559

(a) Value is zero.

See Notes to Financial Statements.

22

1290 FUNDS

1290 DIVERSIFIED BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

Fair Values of Derivative Instruments as of October 31, 2019:

	Statement of Assets and Liabilities
Derivatives Contracts^	Asset Derivatives	Fair Value
Interest rate contracts	Receivables, Net assets – Unrealized appreciation	$	226,364	*
Foreign exchange contracts	Receivables		441,049
Credit contracts	Receivables		28,650
Total		$	696,063
	Liability Derivatives
Interest rate contracts	Payables, Net assets – Unrealized depreciation	$	(196,356	)*
Foreign exchange contracts	Payables		(274,077	)
Credit contracts	Payables		(3,798	)
Total		$	(474,231	)

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

The Effect of Derivative Instruments on the Statement of Operations for the year ended October 31, 2019:

Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
Derivatives Contracts^	Futures		Forward Foreign Currency Contracts			Swaps		Total
Interest rate contracts	$	1,228,657	$	—		$	—	$	1,228,657
Foreign exchange contracts		—		(221,798	)		—		(221,798	)
Credit contracts		—		—			17,863		17,863
Total	$	1,228,657	$	(221,798	)	$	17,863	$	1,024,722
Amount of Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
Derivatives Contracts^	Futures		Forward Foreign Currency Contracts			Swaps		Total
Interest rate contracts	$	232,333	$	—		$	—	$	232,333
Foreign exchange contracts		—		405,991			—		405,991
Credit contracts		—		—			56,036		56,036
Total	$	232,333	$	405,991		$	56,036	$	694,360

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

The Fund held swap contracts with an average notional balance of approximately $7,074,000 for eleven months, forward foreign currency contracts with an average settlement value of approximately $45,092,000 and futures contracts with an average notional balance of approximately $21,258,000 during the year ended October 31, 2019.

See Notes to Financial Statements.

23

1290 FUNDS

1290 DIVERSIFIED BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

The following table presents the Fund’s gross derivative assets and liabilities by counterparty net of amounts available for offset under netting arrangements and any related collateral received or pledged by the Fund as of October 31, 2019:

Counterparty	Gross Amount of Derivative Assets Presented in the Statement of Assets and Liabilities (a)		Derivatives Available for Offset			Collateral Received			Net Amount Due from Counterparty
Barclays Bank plc	$	35,134	$	—		$	—		$	35,134
Citibank NA		252,851		(54,967	)		(120,000	)		77,884
HSBC Bank plc		116,022		(116,022	)		—			—
JPMorgan Chase Bank		6,807		(6,807	)		—			—
National Australia Bank Ltd.		30,235		—			—			30,235
Total	$	441,049	$	(177,796	)	$	(120,000	)	$	143,253
Counterparty	Gross Amount of Derivative Liabilities Presented in the Statement of Assets and Liabilities (a)		Derivatives Available for Offset			Collateral Pledged			Net Amount Due to Counterparty
Citibank NA	$	54,967	$	(54,967	)	$	—		$	—
Goldman Sachs Bank USA		1,822		—			—			1,822
HSBC Bank plc		148,886		(116,022	)		(32,864	)		—	*
JPMorgan Chase Bank		62,563		(6,807	)		(50,000	)		5,756
Morgan Stanley		5,839		—			—			5,839
Total	$	274,077	$	(177,796	)	$	(82,864	)	$	13,417

* The table above does not include the additional collateral pledged to the counterparty. Total additional collateral pledged is $47,136.

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

Investment security transactions for the year ended October 31, 2019 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	78,123,235
Long-term U.S. government debt securities		60,326,836
	$	138,450,071
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	26,650,368
Long-term U.S. government debt securities		66,579,375
	$	93,229,743

As of October 31, 2019, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	2,387,796
Aggregate gross unrealized depreciation		(2,527,726	)
Net unrealized appreciation	$	(139,930	)
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	80,022,289

See Notes to Financial Statements.

24

1290 FUNDS

1290 DIVERSIFIED BOND FUND

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2019

ASSETS
Investments in Securities, at value (Cost $79,598,016)	$	79,464,727
Cash		821,437
Cash held as collateral for forward foreign currency contracts		130,000
Foreign cash (Cost $51)		51
Receivable for Fund shares sold		2,775,807
Variation Margin on Centrally Cleared Swaps		1,135,098
Dividends, interest and other receivables		866,374
Unrealized appreciation on forward foreign currency contracts		441,049
Due from broker for futures variation margin		225,100
Prepaid registration and filing fees		23,182
Receivable from investment adviser		10,458
Other assets		829
Total assets		85,894,112
LIABILITIES
Unrealized depreciation on forward foreign currency contracts		274,077
Payable for return of cash collateral on forward foreign currency contracts		120,000
Dividends and distributions payable		107,759
Payable for Fund shares redeemed		48,232
Transfer agent fees payable		5,909
Distribution fees payable – Class A		777
Distribution fees payable – Class R		61
Accrued expenses		95,375
Total liabilities		652,190
NET ASSETS	$	85,241,922
Net assets were comprised of:
Paid in capital	$	82,197,029
Total distributable earnings (loss)		3,044,893
Net assets	$	85,241,922
Class A
Net asset value and redemption price per share, $3,848,040 / 372,026 shares outstanding (unlimited amount authorized: $0.001 par value)	$	10.34
Maximum sales charge (4.50% of offering price)		0.49
Maximum offering price per share	$	10.83
Class I
Net asset value and redemption price per share, $81,248,822 / 7,837,471 shares outstanding (unlimited amount authorized: $0.001 par value)	$	10.37
Class R
Net asset value and redemption price per share, $145,060 / 14,029 shares outstanding (unlimited amount authorized: $0.001 par value)	$	10.34

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2019

INVESTMENT INCOME
Interest	$	2,381,842
Dividends		28,446
Total income		2,410,288
EXPENSES
Investment advisory fees		312,602
Professional fees		119,522
Administrative fees		78,151
Transfer agent fees		45,700
Printing and mailing expenses		42,538
Registration and filing fees		39,534
Custodian fees		34,125
Distribution fees – Class A		5,064
Trustees’ fees		4,203
Distribution fees – Class R		554
Miscellaneous		20,746
Gross expenses		702,739
Less:  Waiver from investment adviser		(390,753	)
Reimbursement from investment adviser		(45,810	)
Net expenses		266,176
NET INVESTMENT INCOME (LOSS)		2,144,112
REALIZED AND UNREALIZED GAIN (LOSS)
Realized gain (loss) on:
Investments in securities		1,740,763
Futures contracts		1,228,657
Forward foreign currency contracts		(221,798	)
Foreign currency transactions		(25,751	)
Swaps		17,863
Net realized gain (loss)		2,739,734
Change in unrealized appreciation (depreciation) on:
Investments in securities		470,699
Futures contracts		232,333
Forward foreign currency contracts		405,991
Foreign currency translations		5,589
Swaps		56,036
Net change in unrealized appreciation (depreciation)		1,170,648
NET REALIZED AND UNREALIZED GAIN (LOSS)		3,910,382
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	6,054,494

See Notes to Financial Statements.

25

1290 FUNDS

1290 DIVERSIFIED BOND FUND

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended October 31,
	2019			2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	2,144,112		$	1,486,877
Net realized gain (loss)		2,739,734			937,444
Net change in unrealized appreciation (depreciation)		1,170,648			(2,697,799	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		6,054,494			(273,478	)
Distributions to shareholders:
Class A		(81,362	)		(5,071	)
Class I		(2,130,998	)		(2,629,214	)
Class R		(4,205	)		(4,106	)
Total distributions to shareholders		(2,216,565	)		(2,638,391	)
Tax return of capital:
Class A		—			(336	)
Class I		—			(174,340	)
Class R		—			(272	)
Total tax return of capital		—			(174,948	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 432,884 and 9,592 shares, respectively ]		4,348,727			93,228
Capital shares issued in reinvestment of dividends [ 7,599 and 83 shares, respectively ]		77,418			803
Capital shares repurchased [ (88,427) and (709) shares, respectively ]		(910,471	)		(7,010	)
Total Class A transactions		3,515,674			87,021
Class I
Capital shares sold [ 5,191,046 and 247,326 shares, respectively ]		52,777,026			2,430,045
Capital shares issued in reinvestment of dividends [ 87,879 and 5,368 shares, respectively ]		899,213			52,506
Capital shares repurchased [ (650,622) and (4,058,224) shares, respectively ]		(6,704,718	)		(39,872,855	)
Total Class I transactions		46,971,521			(37,390,304	)
Class R
Capital shares sold [ 3,873 and 113 shares, respectively ]		39,837			1,100
Capital shares issued in reinvestment of dividends [ 48 and 2 shares, respectively ]		490			16
Capital shares repurchased [ (17) and 0 shares, respectively ]		(166	)		—
Total Class R transactions		40,161			1,116
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		50,527,356			(37,302,167	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		54,365,285			(40,388,984	)
NET ASSETS:
Beginning of year		30,876,637			71,265,621
End of year	$	85,241,922		$	30,876,637

See Notes to Financial Statements.

26

1290 FUNDS

1290 DIVERSIFIED BOND FUND

FINANCIAL HIGHLIGHTS

	Year Ended October 31,												July 6, 2015* to October 31,  2015
Class A	2019			2018			2017			2016
Net asset value, beginning of period	$	9.52		$	10.12		$	9.89		$	9.82		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)		0.41	**		0.26			0.19			0.16			0.01
Net realized and unrealized gain (loss)		0.80			(0.40	)		0.23			0.17			(0.16	)
Total from investment operations		1.21			(0.14	)		0.42			0.33			(0.15	)
Less distributions:
Dividends from net investment income		(0.39	)		(0.43	)		(0.19	)		(0.10	)		(0.03	)
Return of capital		—			(0.03	)		—			(0.16	)		—
Total dividends and distributions		(0.39	)		(0.46	)		(0.19	)		(0.26	)		(0.03	)
Net asset value, end of period	$	10.34		$	9.52		$	10.12		$	9.89		$	9.82
Total return (b)		12.97	%		(1.44	)%		4.25	%		3.39	%		(1.54	)%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	3,848		$	190		$	111		$	109		$	98
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.75	%		1.05	%		1.30	%		1.40	%		1.40	%
Before waivers and reimbursements (a)(f)		1.55	%		1.85	%		1.76	%		1.84	%		1.62	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		4.00	%**		2.63	%		1.93	%		1.68	%		0.37	%(l)
Before waivers and reimbursements (a)(f)		3.19	%**		1.83	%		1.48	%		1.24	%		0.15	%(l)
Portfolio turnover rate (z)^		194	%		139	%***		117	%		152	%		77	%
	Year Ended October 31,												July 6, 2015* to October 31, 2015
Class I	2019			2018			2017			2016
Net asset value, beginning of period	$	9.53		$	10.13		$	9.89		$	9.82		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)		0.42	**		0.27			0.22			0.19			0.02
Net realized and unrealized gain (loss)		0.84			(0.38	)		0.23			0.16			(0.17	)
Total from investment operations		1.26			(0.11	)		0.45			0.35			(0.15	)
Less distributions:
Dividends from net investment income		(0.42	)		(0.46	)		(0.21	)		(0.11	)		(0.03	)
Return of capital		—			(0.03	)		—			(0.17	)		—
Total dividends and distributions		(0.42	)		(0.49	)		(0.21	)		(0.28	)		(0.03	)
Net asset value, end of period	$	10.37		$	9.53		$	10.13		$	9.89		$	9.82
Total return (b)		13.43	%		(1.19	)%		4.58	%		3.63	%		(1.49	)%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	81,249		$	30,590		$	71,053		$	69,321		$	68,572
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.50	%		0.91	%		1.05	%		1.15	%		1.15	%
Before waivers and reimbursements (a)(f)		1.34	%		1.54	%		1.51	%		1.58	%		1.36	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		4.12	%**		2.70	%		2.18	%		1.92	%		0.68	%(l)
Before waivers and reimbursements (a)(f)		3.28	%**		2.06	%		1.73	%		1.49	%		0.47	%(l)
Portfolio turnover rate (z)^		194	%		139	%***		117	%		152	%		77	%

See Notes to Financial Statements.

27

1290 FUNDS

1290 DIVERSIFIED BOND FUND

FINANCIAL HIGHLIGHTS (Continued)

	Year Ended October 31,												July 6, 2015* to October 31,  2015
Class R	2019			2018			2017			2016
Net asset value, beginning of period	$	9.51		$	10.11		$	9.88		$	9.82		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)		0.35	**		0.23			0.17			0.14			—	#
Net realized and unrealized gain (loss)		0.85			(0.39	)		0.23			0.15			(0.16	)
Total from investment operations		1.20			(0.16	)		0.40			0.29			(0.16	)
Less distributions:
Dividends from net investment income		(0.37	)		(0.41	)		(0.17	)		(0.09	)		(0.02	)
Return of capital		—			(0.03	)		—			(0.14	)		—
Total dividends and distributions		(0.37	)		(0.44	)		(0.17	)		(0.23	)		(0.02	)
Net asset value, end of period	$	10.34		$	9.51		$	10.11		$	9.88		$	9.82
Total return (b)		12.84	%		(1.69	)%		4.04	%		3.05	%		(1.60	)%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	145		$	96		$	101		$	99		$	98
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		1.00	%		1.32	%		1.55	%		1.65	%		1.65	%
Before waivers and reimbursements (a)(f)		1.88	%		2.09	%		2.01	%		2.08	%		1.88	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		3.51	%**		2.34	%		1.68	%		1.42	%		0.12	%(l)
Before waivers and reimbursements (a)(f)		2.63	%**		1.57	%		1.23	%		0.99	%		(0.11	)%(l)
Portfolio turnover rate (z)^		194	%		139	%***		117	%		152	%		77	%

* Commencement of Operations.

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

*** The portfolio turnover rate calculation includes purchases and sales made as a result of the replacement of the sub-adviser. Excluding such transactions, the portfolio turnover rate would have been 64%.

# Per share amount is less than $0.005.

^ Portfolio turnover rate excludes derivatives, if any.

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

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

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

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

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

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

See Notes to Financial Statements.

28

1290 DOUBLELINE DYNAMIC ALLOCATION FUND (Unaudited)

INVESTMENT ADVISER

_Ø 1290 Asset Managers^®

INVESTMENT SUB-ADVISER

_Ø DoubleLine Capital LP

PERFORMANCE RESULTS

Annualized Total Returns as of 10/31/19
			1 Year			Since Incept.
Fund – Class A Shares*	without Sales Charge			10.73	%		7.26	%
	with Sales Charge (a	)		4.62			5.61
Fund – Class I Shares*				10.90			7.52
Fund – Class R Shares*				10.46			7.00
60% S&P 500® Index/40% Bloomberg Barclays U.S. Aggregate Bond Index				13.64			10.13
S&P 500® Index				14.33			14.37
Bloomberg Barclays U.S. Aggregate Bond Index				11.51			3.59
*   Date of inception 3/7/16. (a)  A 5.50% front-end sales charge was deducted.      Returns for periods greater than one year are annualized.

The performance quoted is past performance and is not a guarantee of future results. Mutual funds are subject to certain market risks. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown. For the most current month-end performance data please call 1-888-310-0416 or visit www.1290Funds.com.

The graph illustrates comparative performance for $10,000 invested in the Class I Shares of the 1290 DoubleLine Dynamic Allocation Fund and the 60% S&P 500^® Index/40% Bloomberg Barclays U.S. Aggregate Bond Index, the S&P 500^® Index and the Bloomberg Barclays U.S. Aggregate Bond Index from 3/7/16 to 10/31/19. The performance of each of the 60% S&P 500^® Index/40% Bloomberg Barclays U.S. Aggregate Bond Index, the S&P 500^® Index and the Bloomberg Barclays U.S. Aggregate Bond Index reflects an initial investment at the end of the month closest to the Fund’s inception. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, if any, and does not include a sales charge. The performance of the 60% S&P 500^® Index/40% Bloomberg Barclays U.S. Aggregate Bond Index, the S&P 500^® Index and the Bloomberg Barclays U.S. Aggregate Bond Index does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect reinvestment of all dividends, capital gain distributions, and interest of the securities included in the benchmark.

As of March 1, 2019, the gross expense ratios for Class A, I and R shares were 1.71%, 1.46% and 1.96%, respectively. The net expense ratios for Class A, I and R shares were 1.20%, 0.95% and 1.45%, respectively. The net expense ratios reflect the Adviser’s decision to contractually limit expenses through April 30, 2020. Fund Performance may also reflect the waiver of the Fund’s fees and reimbursement of expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower.

In addition, performance shown in this section does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

PERFORMANCE SUMMARY

The Fund’s Class I shares returned 10.90% for the year ended October 31, 2019. The Fund’s benchmarks, the 60% S&P 500^® Index/40% Bloomberg Barclays U.S. Aggregate Bond Index, the S&P 500^® Index and the Bloomberg Barclays U.S. Aggregate Bond Index returned 13.64%, 14.33% and 11.51%, respectively over the same year.

Overview — DoubleLine Capital LP

As the period began, the Federal Reserve (Fed) was in the midst of simultaneously shrinking their balance sheet (Quantitative Tightening, or QT) and raising the federal funds rate. This double-barreled restrictive monetary policy combined with the on-going trade war was already impacting risk markets by late October 2018. Implied equity volatility, as measured by the VIX, had spiked from the summer 2018 levels and the S&P 500^® Index had already fallen 7.5% from its all-time high in late September. This market action culminated in late December with the S&P 500^® Index almost reaching “bear market” territory (down 20% from its high) and the VIX spiking above 36%. Mere days after raising rates, Federal Reserve Chairman Jerome Powell rushed to calm the market by first indicating the Fed might not raise rates further and then indicating QT might be close to an end.

Risk assets started 2019 on a rebound. The remaining ten months of the period under review would see risk assets rally and fall back depending upon expectations of Fed policy and the to-and-fro of the trade war. Late in the period the yield curve inverted, raising the specter of a recession, followed by the first Fed rate cuts in ten years. Through all of this, the S&P 500^® Index reached a succession of new highs (ending October 2019 within one day and less than one-half percent of an all-time high) and the VIX settled back to levels in the mid-teens.

The period saw a sharp deterioration in corporate earnings. At the beginning of the period, consensus estimates (according to FactSet) were predicting that in calendar year 2019 the companies of the S&P 500^® Index would grow revenues and earnings by 5.4% and 9.4%, respectively, compared to 2018. By the end of October 2019 and

29

1290 DOUBLELINE DYNAMIC ALLOCATION FUND (Unaudited)

with the third quarter earnings season drawing to a close, it looked as though the third quarter would be the third in a row to see earnings fall below 2018 levels. At the end of the period, consensus expectations for 2019 revenue and earnings growth stood at 4.0% and 0.3%, respectively. In retrospect, it appears corporate margins may have peaked, at least for the time being, late in calendar year 2018.

Fund Highlights

The Fund’s allocation to U.S. equities was achieved using two sources of equity market return: First, exposure to the Shiller Barclays CAPE U.S. Sector Index (CAPE Index), which utilizes a systematic sector rotation strategy based upon the relative CAPE ratio; and second, an actively managed U.S. large cap equity portfolio. The Fund achieves exposure to the CAPE Index through the use of swap agreements. The Fund’s fixed income allocation is achieved with an actively managed multi-sector fixed income portfolio.

During the twelve-month period ended October 31, 2019, the CAPE Index was exposed to seven of the eleven sectors of the S&P 500 Index: communication services, consumer staples, energy, health care, industrials, materials and technology. Every sector except for energy contributed positively to returns during the twelve months. The sectors making the most positive contribution to returns were technology, industrials, and communications services. Although the returns from the health care and materials sectors were positive, they were, along with energy, the weakest sectors while constituents of the CAPE Index. The Fund’s exposure to the CAPE Index outperformed the S&P 500^® Index during the twelve months. The Fund obtained all of its exposure to the CAPE Index through the use of swap agreements.

The active equity portfolio underperformed the S&P 500^® Index during the twelve months. Relative to the S&P 500^® Index benchmark, the portfolio benefited from strong security selection in the health care and communications services sectors as well as an overweight allocation to the technology sector. The portfolio’s investments in the energy sector were a drag on relative returns, owing to both security selection and the portfolio’s overweight allocation to that sector. The portfolio’s allocation to cash and security selection in the financial sector also hurt relative returns.

The total return of the fixed income allocation of the Fund trailed that of the Bloomberg Barclays U.S. Aggregate Bond Index. The fixed income allocations with the best returns were investment grade corporates, agency mortgage backed securities, and high yield — all three sectors delivered double digit returns over the twelve months. Bank loans, non-agency mortgage backed securities, and global bonds delivered the weakest returns among the Fund’s allocations during the twelve months. All fixed income sectors delivered positive returns over the twelve months.

Throughout the twelve months ended October 31, 2019, the Fund’s allocation to equities was below the 60% benchmark allocation. This conservative positioning contributed to the Fund’s underperformance relative to the blended benchmark.

Fund Characteristics As of October 31, 2019
Weighted Average Life (Years)	6.34
Weighted Average Coupon (%)	3.57
Weighted Average Effective Duration (Years)*	4.54
Weighted Average Rating**	A3
*  Effective duration is a measure of the price sensitivity of the Fund to interest rate movements, taking into account specific features of the securities in which it invests. ** Weighted Average Rating has been provided by the Investment Sub-Adviser. A credit rating is an assessment provided by a nationally recognized statistical rating organization (NRSRO) of the creditworthiness of an issuer with respect to debt obligations, including specific securities, money market instruments or other debts. Ratings are measured on a scale that generally ranges from AAA (highest) to D (lowest); ratings are subject to change without notice.

Sector Weightings as of October 31, 2019	% of Net Assets
Investment Companies		19.3	%
U.S. Treasury Obligations		14.7
Collateralized Mortgage Obligations		10.3
Financials		7.0
Information Technology		7.0
Health Care		5.8
Consumer Discretionary		5.3
Industrials		4.5
Communication Services		4.2
Mortgage-Backed Securities		3.7
Asset-Backed Securities		3.4
Energy		3.0
Consumer Staples		2.7
Real Estate		1.8
Utilities		1.1
Materials		0.6
Cash and Other		5.6
		100.0	%
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

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

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees (in the case of Class A and Class R shares of the Fund), and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2019 and held for the entire six-month period.

30

1290 DOUBLELINE DYNAMIC ALLOCATION FUND (Unaudited)

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

EXAMPLE

	Beginning Account Value 5/1/19		Ending Account Value 10/31/19		Expenses Paid During Period* 5/1/19 - 10/31/19
Class A
Actual		$1,000.00		$1,036.90		$5.93
Hypothetical (5% average annual return before expenses)		1,000.00		1,019.39		5.88
Class I
Actual		1,000.00		1,037.80		4.65
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.64		4.61
Class R
Actual		1,000.00		1,036.00		7.21
Hypothetical (5% average annual return before expenses)		1,000.00		1,018.12		7.15
*  Expenses are equal to the Fund’s Class A, I and R shares annualized expense ratios of 1.15%, 0.90% and 1.40%, respectively, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

31

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1290 DOUBLELINE DYNAMIC ALLOCATION FUND

PORTFOLIO OF INVESTMENTS

October 31, 2019

	Principal Amount		Value (Note 1)
LONG-TERM DEBT SECURITIES:
Asset-Backed Securities (3.4%)
CSMC Trust,
Series 2018-RPL8 A1
4.125%, 7/25/58 (l)§	$	258,740	$	260,856
Series 2019-JR1 A1
4.095%, 9/27/66 (l)§		649,810		654,141
GSAA Home Equity Trust,
Series 2007-9 A2A
6.500%, 8/25/47		426,253		316,685
Pretium Mortgage Credit Partners I LLC,
Series 2019-NPL2 A1
3.844%, 12/25/58 (e)§		421,069		423,436
PRPM LLC,
Series 2019-2A A1
3.967%, 4/25/24 (e)§		460,722		465,203
Total Asset-Backed Securities				2,120,321
Collateralized Mortgage Obligations (10.3%)
Banc of America Alternative Loan Trust,
Series 2006-5 CB14
6.000%, 6/25/46 (l)		245,867		244,701
CHL Mortgage Pass-Through Trust,
Series 2006-20 1A33
6.000%, 2/25/37		654,037		525,076
Series 2006-OA5 2A1
2.023%, 4/25/46 (l)		793,030		705,417
FHLMC,
Series 3998 AZ
4.000%, 2/15/42		1,358,195		1,518,435
FNMA,
Series 2013-5 EZ
2.000%, 8/25/42		833,602		789,061
Series 2017-4 CH
3.000%, 6/25/42		153,713		155,544
Series 2018-21
(Zero Coupon), 4/25/48 PO		430,860		368,334
HarborView Mortgage Loan Trust,
Series 2005-8 1A2A
2.506%, 9/19/35 (l)		614,952		554,811
JP Morgan Mortgage Trust,
Series 2018-7FRB A2
2.768%, 4/25/46 (l)§		251,716		251,715
New Residential Mortgage Loan Trust,
Series 2016-1A A1
3.750%, 3/25/56 (l)§		405,984		420,678
RALI Trust,
Series 2006-QS4 A10
6.000%, 4/25/36		575,542		557,155
Wells Fargo Mortgage-Backed Securities Trust,
Series 2007-7 A1
6.000%, 6/25/37		323,071		325,701
Total Collateralized Mortgage Obligations				6,416,628
Corporate Bonds (16.9%)
Communication Services (2.4%)
Diversified Telecommunication Services (0.8%)
AT&T, Inc.
5.250%, 3/1/37		75,000		88,057
CCO Holdings LLC
5.750%, 2/15/26§		30,000		31,642
5.000%, 2/1/28§		35,000		36,519
Cincinnati Bell, Inc.
7.000%, 7/15/24§		15,000		13,595
Frontier Communications Corp.
8.000%, 4/1/27§		45,000		47,137
Level 3 Financing, Inc.
5.375%, 1/15/24		50,000		50,938
4.625%, 9/15/27§		40,000		40,700
Sprint Capital Corp.
6.875%, 11/15/28		50,000		54,297
Telesat Canada
6.500%, 10/15/27§		25,000		26,039
Verizon Communications, Inc.
4.272%, 1/15/36		80,000		90,316
				479,240
Entertainment (0.2%)
Lions Gate Capital Holdings LLC
6.375%, 2/1/24§		45,000		43,313
Live Nation Entertainment, Inc.
4.750%, 10/15/27§		45,000		46,917
Netflix, Inc.
4.875%, 6/15/30§		50,000		50,550
				140,780
Media (1.1%)
Cengage Learning, Inc.
9.500%, 6/15/24§		35,000		31,281
Charter Communications Operating LLC
4.908%, 7/23/25		110,000		121,187
Clear Channel Worldwide Holdings, Inc.
5.125%, 8/15/27§		35,000		36,389
Comcast Corp.
3.700%, 4/15/24		85,000		91,153
CSC Holdings LLC
5.250%, 6/1/24		90,000		96,750
Diamond Sports Group LLC
5.375%, 8/15/26§		25,000		26,063
Gray Television, Inc.
7.000%, 5/15/27§		50,000		54,625
iHeartCommunications, Inc.
6.375%, 5/1/26		10,000		10,725
8.375%, 5/1/27		5,000		5,363
5.250%, 8/15/27§		25,000		25,761
Interpublic Group of Cos., Inc. (The)
4.650%, 10/1/28		50,000		55,892
5.400%, 10/1/48		55,000		66,701
Sirius XM Radio, Inc.
5.375%, 7/15/26§		55,000		57,881
5.500%, 7/1/29§		25,000		26,992
				706,763
Wireless Telecommunication Services (0.3%)
Gogo Intermediate Holdings LLC
9.875%, 5/1/24§		35,000		36,748
Sprint Corp.
7.125%, 6/15/24		45,000		48,713
T-Mobile USA, Inc.
4.500%, 2/1/26		70,000		72,012
				157,473
Total Communication Services				1,484,256

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

	Principal Amount		Value (Note 1)
Consumer Discretionary (1.5%)
Auto Components (0.2%)
Icahn Enterprises LP
6.375%, 12/15/25	$	25,000	$	26,345
6.250%, 5/15/26		45,000		47,700
Panther BF Aggregator 2 LP
6.250%, 5/15/26§		35,000		36,958
				111,003
Automobiles (0.1%)
Ford Motor Co.
7.450%, 7/16/31		25,000		29,185
General Motors Co.
(ICE LIBOR USD 3 Month + 0.80%), 3.009%, 8/7/20 (k)		20,000		20,018
				49,203
Distributors (0.0%)
Performance Food Group, Inc.
5.500%, 10/15/27§		35,000		37,100
Hotels, Restaurants & Leisure (0.4%)
1011778 BC ULC
5.000%, 10/15/25§		40,000		41,200
Caesars Resort Collection LLC
5.250%, 10/15/25§		35,000		35,744
Cedar Fair LP
5.250%, 7/15/29§		30,000		31,999
Eldorado Resorts, Inc.
6.000%, 4/1/25		30,000		31,537
Golden Nugget, Inc.
6.750%, 10/15/24§		60,000		61,731
Royal Caribbean Cruises Ltd.
3.700%, 3/15/28		50,000		51,564
Viking Cruises Ltd.
5.875%, 9/15/27§		40,000		42,550
				296,325
Household Durables (0.1%)
Tempur Sealy International, Inc.
5.500%, 6/15/26		49,000		51,021
Internet & Direct Marketing Retail (0.1%)
Expedia Group, Inc.
3.250%, 2/15/30§		60,000		59,790
Leisure Products (0.1%)
Hasbro, Inc.
3.500%, 9/15/27		60,000		61,513
Multiline Retail (0.2%)
Dollar Tree, Inc.
4.000%, 5/15/25		110,000		118,337
Specialty Retail (0.3%)
Carvana Co.
8.875%, 10/1/23§		25,000		25,813
Home Depot, Inc. (The)
3.900%, 6/15/47		55,000		62,989
PetSmart, Inc.
7.125%, 3/15/23§		25,000		23,187
5.875%, 6/1/25§		17,000		16,726
Staples, Inc.
7.500%, 4/15/26§		45,000		46,753
				175,468
Total Consumer Discretionary				959,760
Consumer Staples (1.3%)
Beverages (0.4%)
Anheuser-Busch Cos. LLC
4.900%, 2/1/46		50,000		59,810
Constellation Brands, Inc.
3.150%, 8/1/29		120,000		122,507
Cott Holdings, Inc.
5.500%, 4/1/25§		30,000		31,238
				213,555
Food & Staples Retailing (0.1%)
Albertsons Cos., Inc.
5.875%, 2/15/28§		50,000		53,444
Food Products (0.7%)
B&G Foods, Inc.
5.250%, 4/1/25		45,000		45,956
5.250%, 9/15/27		25,000		24,938
JBS USA Lux SA
5.875%, 7/15/24§		10,000		10,350
5.750%, 6/15/25§		5,000		5,209
6.750%, 2/15/28§		78,000		86,044
6.500%, 4/15/29§		20,000		22,325
Pilgrim’s Pride Corp.
5.750%, 3/15/25§		60,000		62,100
Post Holdings, Inc.
5.500%, 3/1/25§		55,000		57,549
5.500%, 12/15/29§		15,000		15,782
Smithfield Foods, Inc.
4.250%, 2/1/27§		115,000		119,034
				449,287
Tobacco (0.1%)
Altria Group, Inc.
5.950%, 2/14/49		55,000		64,750
Total Consumer Staples				781,036
Energy (1.6%)
Energy Equipment & Services (0.3%)
Tervita Corp.
7.625%, 12/1/21§		45,000		44,887
Transocean Poseidon Ltd.
6.875%, 2/1/27§		30,000		30,188
Transocean, Inc.
7.250%, 11/1/25§		25,000		22,063
USA Compression Partners LP
6.875%, 9/1/27§		65,000		65,325
				162,463
Oil, Gas & Consumable Fuels (1.3%)
Antero Midstream Partners LP
5.750%, 3/1/27§		16,000		11,900
Cenovus Energy, Inc.
5.400%, 6/15/47		55,000		61,601
Cheniere Energy Partners LP
5.250%, 10/1/25		60,000		62,025
5.625%, 10/1/26		25,000		26,406
Energy Transfer Operating LP
4.750%, 1/15/26		45,000		48,767
4.200%, 4/15/27		5,000		5,263
Gulfport Energy Corp.
6.375%, 5/15/25		40,000		24,200

See Notes to Financial Statements.

33

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1290 DOUBLELINE DYNAMIC ALLOCATION FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

	Principal Amount		Value (Note 1)
Hess Infrastructure Partners LP
5.625%, 2/15/26§	$	75,000	$	78,187
Hilcorp Energy I LP
6.250%, 11/1/28§		25,000		22,187
Indigo Natural Resources LLC
6.875%, 2/15/26§		15,000		13,725
Kinder Morgan Energy Partners LP
6.950%, 1/15/38		50,000		64,404
Marathon Petroleum Corp.
5.125%, 12/15/26		55,000		62,829
NGL Energy Partners LP
7.500%, 4/15/26§		15,000		14,272
Oasis Petroleum, Inc.
6.875%, 3/15/22		45,000		39,375
Occidental Petroleum Corp.
2.900%, 8/15/24		55,000		55,533
Parkland Fuel Corp.
5.875%, 7/15/27§		30,000		31,762
Parsley Energy LLC
5.625%, 10/15/27§		45,000		46,519
Peabody Energy Corp.
6.000%, 3/31/22§		30,000		27,750
QEP Resources, Inc.
5.625%, 3/1/26		35,000		31,500
Sabine Pass Liquefaction LLC
5.000%, 3/15/27		55,000		60,340
Sunoco LP
5.500%, 2/15/26		25,000		25,815
6.000%, 4/15/27		15,000		15,844
				830,204
Total Energy				992,667
Financials (4.0%)
Banks (1.1%)
Bank of America Corp.
(ICE LIBOR USD 3 Month + 1.21%), 3.974%, 2/7/30 (k)		55,000		59,968
Bank of Montreal
(USD Swap Semi 5 Year + 1.43%), 3.803%, 12/15/32 (k)		65,000		67,697
Bank of Nova Scotia (The)
3.400%, 2/11/24		120,000		125,662
Citigroup, Inc.
(ICE LIBOR USD 3 Month + 1.10%), 3.224%, 5/17/24 (k)		115,000		116,203
Commonwealth Bank of Australia
3.900%, 7/12/47§		60,000		67,059
Mitsubishi UFJ Financial Group, Inc.
(ICE LIBOR USD 3 Month + 0.74%), 2.878%, 3/2/23 (k)		125,000		124,832
Santander Holdings USA, Inc.
3.400%, 1/18/23		120,000		122,835
Wells Fargo & Co.
(ICE LIBOR USD 3 Month + 1.17%), 2.879%, 10/30/30 (k)		30,000		30,061
				714,317
Capital Markets (0.4%)
Goldman Sachs Group, Inc. (The)
3.625%, 2/20/24		110,000		115,693
Morgan Stanley
(ICE LIBOR USD 3 Month + 0.85%), 3.737%, 4/24/24 (k)		115,000		120,240
				235,933
Consumer Finance (1.5%)
American Express Co.
3.400%, 2/22/24		125,000		130,962
Avolon Holdings Funding Ltd.
5.250%, 5/15/24§		30,000		32,904
3.950%, 7/1/24§		115,000		119,592
Capital One Financial Corp.
(ICE LIBOR USD 3 Month + 0.72%), 2.656%, 1/30/23 (k)		180,000		179,839
Discover Financial Services
4.100%, 2/9/27		85,000		91,093
General Motors Financial Co., Inc.
(ICE LIBOR USD 3 Month + 0.99%), 3.033%, 1/5/23 (k)		140,000		137,858
3.950%, 4/13/24		15,000		15,527
John Deere Capital Corp.
3.450%, 1/10/24		75,000		79,312
2.600%, 3/7/24		65,000		66,557
Springleaf Finance Corp.
6.625%, 1/15/28		30,000		33,225
Synchrony Financial
3.950%, 12/1/27		60,000		62,178
				949,047
Diversified Financial Services (0.3%)
Allied Universal Holdco LLC
6.625%, 7/15/26§		40,000		42,600
MPH Acquisition Holdings LLC
7.125%, 6/1/24§		45,000		41,571
Refinitiv US Holdings, Inc.
6.250%, 5/15/26§		65,000		70,606
Verscend Escrow Corp.
9.750%, 8/15/26§		47,000		49,938
				204,715
Insurance (0.6%)
Alliant Holdings Intermediate LLC
6.750%, 10/15/27§		20,000		20,802
Athene Global Funding
3.000%, 7/1/22§		120,000		121,888
Liberty Mutual Group, Inc.
3.951%, 10/15/50§		60,000		61,175
NFP Corp.
6.875%, 7/15/25§		45,000		44,156
Prudential Financial, Inc.
3.905%, 12/7/47		55,000		59,456
Willis North America, Inc.
4.500%, 9/15/28		55,000		61,138
				368,615
Thrifts & Mortgage Finance (0.1%)
Nationstar Mortgage Holdings, Inc.
8.125%, 7/15/23§		35,000		37,056
Total Financials				2,509,683

See Notes to Financial Statements.

34

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

	Principal Amount		Value (Note 1)
Health Care (1.3%)
Biotechnology (0.1%)
AbbVie, Inc.
4.700%, 5/14/45	$	60,000	$	64,259
Health Care Providers & Services (0.9%)
Anthem, Inc.
2.375%, 1/15/25		30,000		30,004
Centene Corp.
4.750%, 1/15/25		39,000		40,297
5.375%, 6/1/26§		5,000		5,280
Cigna Corp.
(ICE LIBOR USD 3 Month + 0.89%), 2.891%, 7/15/23 (k)		85,000		85,312
4.900%, 12/15/48		85,000		98,801
CVS Health Corp.
5.050%, 3/25/48		80,000		92,125
HCA, Inc.
5.375%, 9/1/26		35,000		38,128
4.125%, 6/15/29		60,000		63,385
Select Medical Corp.
6.250%, 8/15/26§		40,000		42,600
Tenet Healthcare Corp.
5.125%, 11/1/27§		45,000		46,913
WellCare Health Plans, Inc.
5.375%, 8/15/26§		40,000		42,600
West Street Merger Sub, Inc.
6.375%, 9/1/25§		20,000		18,950
				604,395
Life Sciences Tools & Services (0.1%)
Avantor, Inc.
9.000%, 10/1/25§		45,000		50,218
Pharmaceuticals (0.2%)
Bausch Health Cos., Inc.
7.000%, 3/15/24§		20,000		20,898
5.750%, 8/15/27§		25,000		27,117
7.000%, 1/15/28§		30,000		32,325
7.250%, 5/30/29§		30,000		33,000
				113,340
Total Health Care				832,212
Industrials (2.0%)
Aerospace & Defense (0.4%)
BBA US Holdings, Inc.
4.000%, 3/1/28§		5,000		4,963
Bombardier, Inc.
6.000%, 10/15/22§		40,000		38,950
Lockheed Martin Corp.
4.700%, 5/15/46		100,000		127,059
TransDigm, Inc.
6.250%, 3/15/26§		55,000		58,781
6.375%, 6/15/26		15,000		15,591
5.500%, 11/15/27§		30,000		29,964
				275,308
Airlines (0.2%)
Delta Air Lines, Inc.
3.625%, 3/15/22		115,000		117,588
Building Products (0.2%)
Builders FirstSource, Inc.
5.625%, 9/1/24§		39,000		40,560
Owens Corning
4.400%, 1/30/48		70,000		64,434
				104,994
Commercial Services & Supplies (0.3%)
Aramark Services, Inc.
5.000%, 4/1/25§		30,000		31,162
Clean Harbors, Inc.
4.875%, 7/15/27§		30,000		31,198
Garda World Security Corp.
8.750%, 5/15/25§		35,000		35,088
GFL Environmental, Inc.
8.500%, 5/1/27§		20,000		21,950
Waste Management, Inc.
4.000%, 7/15/39		55,000		62,235
				181,633
Construction & Engineering (0.1%)
AECOM
5.125%, 3/15/27		45,000		47,405
Industrial Conglomerates (0.1%)
General Electric Co.
5.875%, 1/14/38		55,000		65,897
Machinery (0.0%)
Colfax Corp.
6.000%, 2/15/24§		25,000		26,534
6.375%, 2/15/26§		10,000		10,825
				37,359
Professional Services (0.1%)
Dun & Bradstreet Corp. (The)
6.875%, 8/15/26§		35,000		38,160
Road & Rail (0.2%)
CSX Corp.
3.800%, 11/1/46		55,000		57,649
Penske Truck Leasing Co. LP
4.200%, 4/1/27§		55,000		58,666
Uber Technologies, Inc.
7.500%, 9/15/27§		25,000		24,625
				140,940
Trading Companies & Distributors (0.4%)
Air Lease Corp.
3.250%, 3/1/25		115,000		118,184
Beacon Roofing Supply, Inc.
4.875%, 11/1/25§		60,000		58,950
United Rentals North America, Inc.
6.500%, 12/15/26		40,000		43,300
3.875%, 11/15/27		20,000		20,155
5.250%, 1/15/30		25,000		26,250
				266,839
Total Industrials				1,276,123
Information Technology (0.6%)
Communications Equipment (0.1%)
CommScope, Inc.
5.500%, 3/1/24§		5,000		5,062
6.000%, 3/1/26§		25,000		25,633
				30,695

See Notes to Financial Statements.

35

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

	Principal Amount		Value (Note 1)
IT Services (0.1%)
GTT Communications, Inc.
7.875%, 12/31/24§	$	20,000	$	11,700
Tempo Acquisition LLC
6.750%, 6/1/25§		55,000		56,650
				68,350
Semiconductors & Semiconductor Equipment (0.1%)
NXP BV
3.875%, 6/18/26§		60,000		62,979
Software (0.3%)
CDK Global, Inc.
5.250%, 5/15/29§		15,000		15,919
Genesys Telecommunications Laboratories, Inc.
10.000%, 11/30/24§		40,000		43,200
Informatica LLC
7.125%, 7/15/23§		70,000		71,225
SS&C Technologies, Inc.
5.500%, 9/30/27§		50,000		53,235
				183,579
Total Information Technology				345,603
Materials (0.6%)
Chemicals (0.3%)
Mosaic Co. (The)
4.050%, 11/15/27		120,000		126,120
Nutrien Ltd.
4.200%, 4/1/29		60,000		66,444
				192,564
Containers & Packaging (0.2%)
Berry Global, Inc.
5.625%, 7/15/27§		45,000		47,531
Flex Acquisition Co., Inc.
6.875%, 1/15/25§		25,000		23,563
WRKCo, Inc.
3.750%, 3/15/25		50,000		52,673
				123,767
Metals & Mining (0.1%)
SunCoke Energy Partners LP
7.500%, 6/15/25§		40,000		34,000
Total Materials				350,331
Real Estate (1.1%)
Equity Real Estate Investment Trusts (REITs) (1.1%)
Alexandria Real Estate Equities, Inc. (REIT)
4.000%, 1/15/24		110,000		117,485
4.850%, 4/15/49		25,000		31,001
American Tower Corp. (REIT)
3.950%, 3/15/29		55,000		59,104
Crown Castle International Corp. (REIT)
3.650%, 9/1/27		55,000		58,088
3.800%, 2/15/28		50,000		53,225
ESH Hospitality, Inc. (REIT)
5.250%, 5/1/25§		50,000		51,322
4.625%, 10/1/27§		20,000		20,027
Iron Mountain, Inc. (REIT)
4.875%, 9/15/29§		35,000		35,689
MPT Operating Partnership LP (REIT)
5.250%, 8/1/26		45,000		47,250
4.625%, 8/1/29		25,000		26,079
Public Storage (REIT)
3.385%, 5/1/29		60,000		64,566
Simon Property Group LP (REIT)
2.450%, 9/13/29		30,000		29,713
Welltower, Inc. (REIT)
3.950%, 9/1/23		110,000		116,821
				710,370
Total Real Estate				710,370
Utilities (0.5%)
Electric Utilities (0.3%)
Georgia Power Co.
Series A 2.200%, 9/15/24		60,000		59,992
Monongahela Power Co.
5.400%, 12/15/43§		70,000		93,022
Southern California Edison Co.
4.000%, 4/1/47		30,000		30,953
				183,967
Gas Utilities (0.1%)
Brooklyn Union Gas Co. (The)
4.487%, 3/4/49§		60,000		72,397
Independent Power and Renewable Electricity Producers (0.1%)
Calpine Corp.
5.250%, 6/1/26§		45,000		46,800
Total Utilities				303,164
Total Corporate Bonds				10,545,205
Mortgage-Backed Securities (3.7%)
FHLMC
3.000%, 3/1/46		666,288		684,045
3.500%, 5/1/46		660,177		677,695
4.000%, 10/1/48		80,872		84,208
FNMA UMBS
3.500%, 7/1/42		301,000		316,324
3.500%, 6/1/48		534,939		551,641
Total Mortgage-Backed Securities				2,313,913
U.S. Treasury Obligations (11.0%)
U.S. Treasury Bonds
3.125%, 2/15/43		220,000		259,256
3.625%, 8/15/43		180,000		229,388
3.750%, 11/15/43		180,000		234,049
2.750%, 11/15/47		230,000		257,591
U.S. Treasury Inflation Linked Bonds
1.000%, 2/15/46 TIPS		335,662		372,105
U.S. Treasury Inflation Linked Notes
0.875%, 1/15/29 TIPS		172,730		183,675
U.S. Treasury Notes
2.750%, 8/15/21		210,000		214,315
2.875%, 10/15/21		490,000		502,322
1.750%, 11/30/21		500,000		502,051
2.500%, 1/15/22		190,000		193,911
2.625%, 2/28/23		410,000		424,598
2.500%, 3/31/23		340,000		351,010

See Notes to Financial Statements.

36

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

	Principal Amount		Value (Note 1)
2.750%, 4/30/23	$	330,000	$	343,716
1.625%, 5/31/23		270,000		270,944
1.875%, 8/31/24		140,000		142,190
2.125%, 9/30/24		350,000		359,618
2.250%, 10/31/24		350,000		361,833
2.750%, 2/28/25		180,000		190,958
3.000%, 9/30/25		250,000		269,893
2.375%, 5/15/27		410,000		432,286
2.250%, 8/15/27		350,000		366,078
2.250%, 11/15/27		350,000		366,269
Total U.S. Treasury Obligations				6,828,056
Total Long-Term Debt Securities (45.3%) (Cost $27,289,431)				28,224,123
	Number of Shares		Value (Note 1)
COMMON STOCKS:
Communication Services (1.8%)
Interactive Media & Services (1.8%)
Alphabet, Inc., Class A*		507		638,212
Facebook, Inc., Class A*		2,740		525,121
				1,163,333
Total Communication Services				1,163,333
Consumer Discretionary (3.8%)
Hotels, Restaurants & Leisure (0.5%)
Domino’s Pizza, Inc.		1,061		288,189
Internet & Direct Marketing Retail (1.7%)
Amazon.com, Inc.*		445		790,614
Booking Holdings, Inc.*		139		284,779
				1,075,393
Multiline Retail (1.1%)
Dollar General Corp.		2,317		371,508
Target Corp.		2,819		301,379
				672,887
Specialty Retail (0.5%)
O’Reilly Automotive, Inc.*		713		310,518
Total Consumer Discretionary				2,346,987
Consumer Staples (1.4%)
Beverages (0.3%)
Constellation Brands, Inc., Class A		782		148,838
Food & Staples Retailing (0.3%)
Sysco Corp.		2,291		182,982
Tobacco (0.8%)
Philip Morris International, Inc.		6,393		520,646
Total Consumer Staples				852,466
Energy (1.4%)
Energy Equipment & Services (0.4%)
Halliburton Co.		7,384		142,142
Patterson-UTI Energy, Inc.		9,301		77,385
				219,527
Oil, Gas & Consumable Fuels (1.0%)
Continental Resources, Inc.*		4,938		145,523
Devon Energy Corp.		8,631		175,037
Pioneer Natural Resources Co.		2,633		323,911
				644,471
Total Energy				863,998
Financials (3.0%)
Banks (1.4%)
Citigroup, Inc.		6,527		469,030
Wells Fargo & Co.		7,719		398,532
				867,562
Capital Markets (0.9%)
Charles Schwab Corp. (The)		6,171		251,221
Intercontinental Exchange, Inc.		3,093		291,732
				542,953
Insurance (0.7%)
Aflac, Inc.		5,355		284,672
Willis Towers Watson plc		947		176,994
				461,666
Total Financials				1,872,181
Health Care (4.5%)
Biotechnology (0.2%)
BioMarin Pharmaceutical, Inc.*		1,664		121,821
Health Care Equipment & Supplies (1.4%)
Abbott Laboratories		4,089		341,881
Alcon, Inc.*		2,481		147,049
Boston Scientific Corp.*		8,452		352,449
				841,379
Health Care Providers & Services (1.2%)
Anthem, Inc.		1,156		311,056
UnitedHealth Group, Inc.		1,845		466,232
				777,288
Pharmaceuticals (1.7%)
AstraZeneca plc (ADR)		9,060		444,212
Novartis AG (ADR)		3,663		320,293
Zoetis, Inc.		2,259		288,971
				1,053,476
Total Health Care				2,793,964
Industrials (2.5%)
Aerospace & Defense (1.6%)
Boeing Co. (The)		1,277		434,065
Lockheed Martin Corp.		755		284,393
Northrop Grumman Corp.		806		284,099
				1,002,557
Air Freight & Logistics (0.3%)
FedEx Corp.		1,303		198,916
Industrial Conglomerates (0.6%)
Honeywell International, Inc.		2,005		346,324
Total Industrials				1,547,797

See Notes to Financial Statements.

37

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

	Number of Shares		Value (Note 1)
Information Technology (6.4%)
Electronic Equipment, Instruments & Components (0.4%)
Corning, Inc.		8,431	$	249,811
IT Services (1.8%)
Cognizant Technology Solutions Corp., Class A		4,170		254,120
PayPal Holdings, Inc.*		3,217		334,890
Visa, Inc., Class A		2,869		513,149
				1,102,159
Semiconductors & Semiconductor Equipment (0.9%)
Analog Devices, Inc.		2,718		289,820
Lam Research Corp.		1,154		312,780
				602,600
Software (2.7%)
Adobe, Inc.*		1,364		379,096
Microsoft Corp.		7,727		1,107,819
Splunk, Inc.*		1,506		180,660
				1,667,575
Technology Hardware, Storage & Peripherals (0.6%)
Apple, Inc.		1,582		393,538
Total Information Technology				4,015,683
Real Estate (0.7%)
Equity Real Estate Investment Trusts (REITs) (0.7%)
American Tower Corp. (REIT)		2,031		442,921
Total Real Estate				442,921
Utilities (0.6%)
Electric Utilities (0.6%)
NextEra Energy, Inc.		1,536		366,090
Total Utilities				366,090
Total Common Stocks (26.1%) (Cost $14,357,312)				16,265,420
INVESTMENT COMPANIES:
Fixed Income (6.6%)
DoubleLine Floating Rate Fund, Class I‡		177,241		1,682,018
DoubleLine Global Bond Fund, Class I‡		228,313		2,383,588
Total Investment Companies (6.6%) (Cost $4,067,746)				4,065,606
SHORT-TERM INVESTMENTS:
Investment Company (12.7%)
JPMorgan Prime Money Market Fund, IM Shares		7,872,512		7,875,661
	Principal Amount		Value (Note 1)
U.S. Treasury Obligations (3.7%)
U.S. Treasury Bills
1.52%, 2/6/20 (p)	$	2,000,000		1,991,742
1.53%, 9/10/20 (p)		340,000		335,523
Total U.S. Treasury Obligations				2,327,265
Total Short-Term Investments (16.4%) (Cost $10,199,546)				10,202,926
Total Investments in Securities (94.4%) (Cost $55,914,035)				58,758,075
Other Assets Less Liabilities (5.6%)				3,488,935
Net Assets (100%)			$	62,247,010

* Non-income producing.

‡ All, or a portion, of the security is an affiliated company as defined under the Investment Company Act of 1940.

§ Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may only be resold to qualified institutional buyers. At October 31, 2019, the market value of these securities amounted to $6,749,150 or 10.8% of net assets. Securities denoted with “§” but without “b” have been determined to be liquid under the guidelines established by the Board of Trustees. To the extent any securities might provide a right to demand registration, such rights have not been relied upon when determining liquidity.

(e) Step Bond – Coupon rate increases or decreases in increments to maturity. Rate disclosed is as of October 31, 2019. Maturity date disclosed is the ultimate maturity date.

(k) Variable or floating rate security, linked to the referenced benchmark. The interest rate shown was the current rate as of October 31, 2019.

(l) Variable or floating rate security, the interest rate of which adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. The interest rate shown was the current rate as of October 31, 2019.

(p) Yield to maturity.

Glossary:

ADR — American Depositary Receipt

CAPE — Cyclically Adjusted Price Earnings

FHLMC — Federal Home Loan Mortgage Corp.

FNMA — Federal National Mortgage Association

ICE — Intercontinental Exchange

LIBOR — London Interbank Offered Rate

OTC — Over-the-counter

PO — Principal Only

TIPS — Treasury Inflation Protected Security

UMBS — Uniform Mortgage-Backed Securities

USD — United States Dollar

See Notes to Financial Statements.

38

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

Investments in companies which were affiliates for the year ended October 31, 2019, were as follows:

Security Description	Shares at October 31, 2019		Market Value October 31, 2018 ($)		Purchases at Cost ($)		Proceeds from Sales ($)			Net Realized Gain (Loss) ($)			Change in Unrealized Appreciation/ (Depreciation) ($)			Market Value October 31, 2019 ($)		Dividend/ Interest Income ($)		Capital Gain Distributions ($)
INVESTMENT COMPANIES:
Fixed Income
DoubleLine Floating Rate Fund, Class I		177,241		2,769,359		—		(1,000,000	)		(7,254	)		(80,087	)		1,682,018		140,787		—
DoubleLine Global Bond Fund, Class I		228,313		1,633,717		650,000		—			—			99,871			2,383,588		19,875		—
Total				4,403,076		650,000		(1,000,000	)		(7,254	)		19,784			4,065,606		160,662		—

OTC Total return swap contracts outstanding as of October 31, 2019 (Note 1):

Reference Entity	Payments Made by Fund	Payments Received by Fund	Frequency of Payments Made/Received	Counterparty	Maturity Date		Notional Amount		Value and Unrealized Appreciation (Depreciation) ($)
Shiller Barclays CAPE US Sector II ER USD Index	0.40% and decrease in total return of index	Increase in total return of index	At maturity	Barclays Bank plc		6/22/2020	USD	9,000,000		520,756
										520,756
Shiller Barclays CAPE US Sector ER USD Index	0.47% and decrease in total return of index	Increase in total return of index	At maturity	Barclays Bank plc		12/9/2019	USD	1,700,000		(4,361	)
										(4,361	)
										516,395

See Notes to Financial Statements.

39

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

The following is a summary of the inputs used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2019:

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

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)			Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Asset-Backed Securities	$	—	$	2,120,321		$	—	$	2,120,321
Collateralized Mortgage Obligations		—		6,416,628			—		6,416,628
Common Stocks
Communication Services		1,163,333		—			—		1,163,333
Consumer Discretionary		2,346,987		—			—		2,346,987
Consumer Staples		852,466		—			—		852,466
Energy		863,998		—			—		863,998
Financials		1,872,181		—			—		1,872,181
Health Care		2,793,964		—			—		2,793,964
Industrials		1,547,797		—			—		1,547,797
Information Technology		4,015,683		—			—		4,015,683
Real Estate		442,921		—			—		442,921
Utilities		366,090		—			—		366,090
Corporate Bonds
Communication Services		—		1,484,256			—		1,484,256
Consumer Discretionary		—		959,760			—		959,760
Consumer Staples		—		781,036			—		781,036
Energy		—		992,667			—		992,667
Financials		—		2,509,683			—		2,509,683
Health Care		—		832,212			—		832,212
Industrials		—		1,276,123			—		1,276,123
Information Technology		—		345,603			—		345,603
Materials		—		350,331			—		350,331
Real Estate		—		710,370			—		710,370
Utilities		—		303,164			—		303,164
Investment Companies		4,065,606		—			—		4,065,606
Mortgage-Backed Securities		—		2,313,913			—		2,313,913
Short-Term Investments
Investment Company		7,875,661		—			—		7,875,661
U.S. Treasury Obligations		—		2,327,265			—		2,327,265
Total Return Swaps		—		520,756			—		520,756
U.S. Treasury Obligations		—		6,828,056			—		6,828,056
Total Assets	$	28,206,687	$	31,072,144		$	—	$	59,278,831
Liabilities:
Total Return Swaps	$	—	$	(4,361	)	$	—	$	(4,361	)
Total Liabilities	$	—	$	(4,361	)	$	—	$	(4,361	)
Total	$	28,206,687	$	31,067,783		$	—	$	59,274,470

See Notes to Financial Statements.

40

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

Fair Values of Derivative Instruments as of October 31, 2019:

	Statement of Assets and Liabilities
Derivatives Contracts^	Asset Derivatives	Fair Value
Equity contracts	Receivables, Net assets – Unrealized appreciation	$	520,756
Total		$	520,756
	Liability Derivatives
Equity contracts	Payables, Net assets – Unrealized depreciation	$	(4,361	)
Total		$	(4,361	)

The Effect of Derivative Instruments on the Statement of Operations for the year ended October 31, 2019:

Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
Derivatives Contracts^	Swaps		Total
Equity contracts	$	1,350,102	$	1,350,102
Total	$	1,350,102	$	1,350,102
Amount of Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
Derivatives Contracts^	Swaps		Total
Equity contracts	$	235,246	$	235,246
Total	$	235,246	$	235,246

^ The Fund held swaps contracts as a substitute for investing in conventional securities.

The Fund held swap contracts with an average notional value of approximately $11,915,000 during the year ended October 31, 2019.

The following table presents the Fund’s gross derivative assets and liabilities by counterparty net of amounts available for offset under netting arrangements and any related collateral received or pledged by the Fund as of October 31, 2019:

Counterparty	Gross Amount of Derivative Assets Presented in the Statement of Assets and Liabilities (a)		Derivatives Available for Offset			Collateral Received			Net Amount Due from Counterparty
Barclays Bank plc	$	520,756	$	(4,361	)	$	(449,262	)	$	67,133
Total	$	520,756	$	(4,361	)	$	(449,262	)	$	67,133
Counterparty	Gross Amount of Derivative Liabilities Presented in the Statement of Assets and Liabilities (a)		Derivatives Available for Offset			Collateral Pledged			Net Amount Due to Counterparty
Barclays Bank plc	$	4,361	$	(4,361	)	$	—		$	—
Total	$	4,361	$	(4,361	)	$	—		$	—

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

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

Investment security transactions for the year ended October 31, 2019 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	21,345,227
Long-term U.S. government debt securities		10,471,741
	$	31,816,968
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	19,255,759
Long-term U.S. government debt securities		9,054,431
	$	28,310,190

As of October 31, 2019, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	4,333,855
Aggregate gross unrealized depreciation		(1,031,004	)
Net unrealized appreciation	$	3,302,851
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	55,971,619

See Notes to Financial Statements.

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STATEMENT OF ASSETS AND LIABILITIES

October 31, 2019

ASSETS
Investments in Securities, at value:
Affiliated Issuers (Cost $4,067,746)	$	4,065,606
Unaffiliated Issuers (Cost $51,846,289)		54,692,469
Cash		2,815,199
Market value on OTC swap contracts		520,756
Dividends, interest and other receivables		205,191
Receivable for securities sold		94,601
Prepaid registration and filing fees		11,534
Receivable for Fund shares sold		9,511
Other assets		728
Total assets		62,415,595
LIABILITIES
Payable for securities purchased		55,000
Investment advisory fees payable		18,626
Administrative fees payable		7,835
Market value on OTC swap contracts		4,361
Transfer agent fees payable		3,384
Distribution fees payable – Class A		431
Distribution fees payable – Class R		71
Accrued expenses		78,877
Total liabilities		168,585
NET ASSETS	$	62,247,010
Net assets were comprised of:
Paid in capital	$	55,727,999
Total distributable earnings (loss)		6,519,011
Net assets	$	62,247,010
Class A
Net asset value and redemption price per share, $2,081,224 / 185,357 shares outstanding (unlimited amount authorized: $0.001 par value)	$	11.23
Maximum sales charge (5.50% of offering price)		0.65
Maximum offering price per share	$	11.88
Class I
Net asset value and redemption price per share, $59,997,379 / 5,331,700 shares outstanding (unlimited amount authorized: $0.001 par value)	$	11.25
Class R
Net asset value and redemption price per share, $168,407 / 15,026 shares outstanding (unlimited amount authorized: $0.001 par value)	$	11.21

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2019

INVESTMENT INCOME
Interest	$	1,304,217
Dividends ($160,662 of dividend income received from affiliates)		384,714
Total income		1,688,931
EXPENSES
Investment advisory fees		444,349
Professional fees		123,272
Administrative fees		88,870
Printing and mailing expenses		46,747
Registration and filing fees		42,291
Transfer agent fees		38,420
Custodian fees		19,325
Trustees’ fees		5,305
Distribution fees – Class A		5,045
Distribution fees – Class R		799
Miscellaneous		30,194
Gross expenses		844,617
Less:  Voluntary waiver from investment adviser		(72,912	)
Waiver from investment adviser		(229,925	)
Net expenses		541,780
NET INVESTMENT INCOME (LOSS)		1,147,151
REALIZED AND UNREALIZED GAIN (LOSS)
Realized gain (loss) on:
Investments in securities ($(7,254) of realized gain (loss) from affiliates)		884,508
Swaps		1,350,102
Net realized gain (loss)		2,234,610
Change in unrealized appreciation (depreciation) on:
Investments in securities ($19,784 of change in unrealized appreciation (depreciation) from affiliates)		2,505,890
Swaps		235,246
Net change in unrealized appreciation (depreciation)		2,741,136
NET REALIZED AND UNREALIZED GAIN (LOSS)		4,975,746
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	6,122,897

See Notes to Financial Statements.

43

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1290 DOUBLELINE DYNAMIC ALLOCATION FUND

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended October 31,
	2019			2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	1,147,151		$	964,904
Net realized gain (loss)		2,234,610			1,692,724
Net change in unrealized appreciation (depreciation)		2,741,136			(1,814,177	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		6,122,897			843,451
Distributions to shareholders:
Class A		(83,828	)		(83,272	)
Class I		(2,637,668	)		(4,227,949	)
Class R		(6,450	)		(7,506	)
Total distributions to shareholders		(2,727,946	)		(4,318,727	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 55,587 and 157,314 shares, respectively ]		596,061			1,679,813
Capital shares issued in reinvestment of dividends [ 7,863 and 7,082 shares, respectively ]		79,177			75,498
Capital shares repurchased [ (108,047) and (47,392) shares, respectively ]		(1,145,133	)		(515,495	)
Total Class A transactions		(469,895	)		1,239,816
Class I
Capital shares sold [ 54,826 and 161,547 shares, respectively ]		587,053			1,758,509
Capital shares issued in reinvestment of dividends [ 18,482 and 20,595 shares, respectively ]		186,113			219,547
Capital shares repurchased [ (113,792) and (51,690) shares, respectively ]		(1,175,255	)		(554,783	)
Total Class I transactions		(402,089	)		1,423,273
Class R
Capital shares sold [ 145 and 4,880 shares, respectively ]		1,462			51,331
Capital shares issued in reinvestment of dividends [ 205 and 1 shares, respectively ]		2,068			7
Capital shares repurchased [ (17) and (197) shares, respectively ]		(181	)		(2,083	)
Total Class R transactions		3,349			49,255
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		(868,635	)		2,712,344
TOTAL INCREASE (DECREASE) IN NET ASSETS		2,526,316			(762,932	)
NET ASSETS:
Beginning of year		59,720,694			60,483,626
End of year	$	62,247,010		$	59,720,694

See Notes to Financial Statements.

44

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1290 DOUBLELINE DYNAMIC ALLOCATION FUND

FINANCIAL HIGHLIGHTS

	Year Ended October 31,									March 7, 2016* to October 31, 2016
Class A	2019			2018			2017
Net asset value, beginning of period	$	10.61		$	11.25		$	10.53		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.18			0.15			0.11			0.06
Net realized and unrealized gain (loss)		0.91			(0.01	)		0.87			0.47
Total from investment operations		1.09			0.14			0.98			0.53
Less distributions:
Dividends from net investment income		(0.17	)		(0.13	)		(0.09	)		—
Distributions from net realized gains		(0.30	)		(0.65	)		(0.17	)		—
Total dividends and distributions		(0.47	)		(0.78	)		(0.26	)		—
Net asset value, end of period	$	11.23		$	10.61		$	11.25		$	10.53
Total return (b)		10.73	%		1.19	%		9.46	%		5.30	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	2,081		$	2,440		$	1,271		$	356
Ratio of expenses to average net assets:
After waivers (a)(f)		1.15	%(j)		1.20	%(k)		1.21	%		1.22	%
Before waivers (a)(f)		1.67	%		1.66	%		1.75	%		1.85	%
Ratio of net investment income (loss) to average net assets:
After waivers (a)(f)(x)		1.70	%		1.39	%		1.02	%		0.89	%(l)
Before waivers (a)(f)(x)		1.19	%		0.93	%		0.48	%		0.26	%(l)
Portfolio turnover rate (z)^		63	%		79	%		86	%		56	%
	Year Ended October 31,									March 7, 2016* to October 31, 2016
Class I	2019			2018			2017
Net asset value, beginning of period	$	10.63		$	11.27		$	10.55		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.21			0.18			0.14			0.08
Net realized and unrealized gain (loss)		0.91			(0.01	)		0.86			0.47
Total from investment operations		1.12			0.17			1.00			0.55
Less distributions:
Dividends from net investment income		(0.20	)		(0.16	)		(0.11	)		—
Distributions from net realized gains		(0.30	)		(0.65	)		(0.17	)		—
Total dividends and distributions		(0.50	)		(0.81	)		(0.28	)		—
Net asset value, end of period	$	11.25		$	10.63		$	11.27		$	10.55
Total return (b)		11.00	%		1.44	%		9.68	%		5.50	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	59,997		$	57,126		$	59,101		$	53,478
Ratio of expenses to average net assets:
After waivers (a)(f)		0.90	%(j)		0.95	%(k)		0.96	%		0.97	%
Before waivers (a)(f)		1.42	%		1.41	%		1.50	%		1.55	%
Ratio of net investment income (loss) to average net assets:
After waivers (a)(f)(x)		1.95	%		1.62	%		1.27	%		1.12	%(l)
Before waivers (a)(f)(x)		1.43	%		1.16	%		0.72	%		0.55	%(l)
Portfolio turnover rate (z)^		63	%		79	%		86	%		56	%

See Notes to Financial Statements.

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1290 FUNDS

1290 DOUBLELINE DYNAMIC ALLOCATION FUND

FINANCIAL HIGHLIGHTS (Continued)

	Year Ended October 31,									March 7, 2016* to October 31, 2016
Class R	2019			2018			2017
Net asset value, beginning of period	$	10.59		$	11.23		$	10.52		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.15			0.12			0.08			0.04
Net realized and unrealized gain (loss)		0.91			(0.01	)		0.87			0.48
Total from investment operations		1.06			0.11			0.95			0.52
Less distributions:
Dividends from net investment income		(0.14	)		(0.10	)		(0.07	)		—
Distributions from net realized gains		(0.30	)		(0.65	)		(0.17	)		—
Total dividends and distributions		(0.44	)		(0.75	)		(0.24	)		—
Net asset value, end of period	$	11.21		$	10.59		$	11.23		$	10.52
Total return (b)		10.46	%		0.93	%		9.15	%		5.20	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	168		$	156		$	112		$	105
Ratio of expenses to average net assets:
After waivers (a)(f)		1.40	%(j)		1.45	%(k)		1.46	%		1.47	%
Before waivers (a)(f)		1.92	%		1.91	%		2.01	%		2.05	%
Ratio of net investment income (loss) to average net assets:
After waivers (a)(f)(x)		1.44	%		1.13	%		0.77	%		0.62	%(l)
Before waivers (a)(f)(x)		0.93	%		0.67	%		0.22	%		0.05	%(l)
Portfolio turnover rate (z)^		63	%		79	%		86	%		56	%

* Commencement of Operations.

^ Portfolio turnover rate excludes derivatives, if any.

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

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

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

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

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

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

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

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

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

See Notes to Financial Statements.

46

1290 GAMCO SMALL/MID CAP VALUE FUND (Unaudited)

INVESTMENT ADVISER

_Ø 1290 Asset Managers^®

INVESTMENT SUB-ADVISER

_Ø GAMCO Asset Management, Inc.

PERFORMANCE RESULTS

Annualized Total Returns as of 10/31/19
			1 Year			Since Incept.
Fund – Class A Shares*	without Sales Charge			2.29	%		6.28	%
	with Sales Charge (a	)		(3.36	)		5.08
Fund – Class I Shares*				2.57			6.56
Fund – Class R Shares*				2.02			6.02
Fund – Class T Shares*†	without Sales Charge			2.57			6.56
	with Sales Charge (b	)		(0.02	)		6.01
Russell 2500TM Value Index				6.10			6.21
*   Date of inception 11/12/14. †   Class T Shares currently are not offered for sale. (a)  A 5.50% front-end sales charge was deducted. (b)  A 2.50% front-end sales charge was deducted.      Returns for periods greater than one year are annualized.

The performance quoted is past performance and is not a guarantee of future results. Mutual funds are subject to certain market risks. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown. For the most current month-end performance data please call 1-888-310-0416 or visit www.1290Funds.com.

The graph illustrates comparative performance for $10,000 invested in the Class I Shares of the 1290 GAMCO Small/Mid Cap Value Fund and the Russell 2500^TM Value Index from 11/12/14 to 10/31/19. The performance of the Russell 2500^TM Value Index reflects an initial investment at the end of the month closest to the Fund’s inception. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, if any, and does not include a sales charge. The performance of the Russell 2500^TM Value Index does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect reinvestment of all dividends, capital gain distributions, and interest of the securities included in the benchmark.

As of March 1, 2019, the gross expense ratios for Class A, I, R and T shares were 1.80%, 1.52%, 2.06% and 1.81%, respectively. The net expense ratios for Class A, I, R and T shares were 1.25%, 1.00%, 1.50% and 1.25%, respectively. The net expense ratios reflect the Adviser’s decision to contractually limit expenses through April 30, 2020. Fund Performance may also reflect the waiver of the Fund’s fees and reimbursement of expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower.

In addition, performance shown in this section does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

PERFORMANCE SUMMARY

The Fund’s Class I shares returned 2.57% for the year ended October 31, 2019. The Fund’s benchmark, the Russell 2500^TM Value Index, returned 6.10% over the same year.

Overview — GAMCO Asset Management, Inc.

The market started off the period exhibiting extreme volatility, with December of 2018 the worst month for equity markets since World War II. Economically sensitive industrial stocks, especially on the small and mid-cap side, took the brunt of the market’s concern. The market recouped all of those December losses in the first quarter as U.S. stocks registered their best first quarter since 1998. This rally was fueled by a shift in Federal Reserve (Fed) policy and renewed hopes of a trade deal with China. The second quarter was once again marked by volatility as investors were forced to weigh weaker economic data against the possibility of an upcoming July rate cut. Despite another volatile quarter, the market ended June sitting right around its all-time high. The third quarter began with the longest expansion on record for the U.S. economy, the lowest unemployment since the 1960s, household wealth at a record high, and solid housing growth, all while inflation remained tame. Despite a decelerating economy and rising geopolitical risks, the S&P 500^® Index finished the third quarter only 1.5% below its all-time high.

Fund Highlights

We buy businesses we believe are selling at a discount to their Private Market Value (the price an informed industrialist would pay for the entire company), with a catalyst in place that could potentially surface values. Industry consolidation, financial engineering (e.g., spin-offs), changes in management and changes in regulation are just a few catalysts in which the Fund is rich. Our philosophy and process focus on fundamental company research and individual stock selection.

We believe we are generally well-positioned for almost any economic environment. Our holdings have tended to be domestically focused with strong franchises and often pricing power. We have never been top-down allocators, trying to chase every trend. Rather, we rely on fundamental bottom-up research informed by our view of the shifting political and economic tides.

The Fund trailed the Russell 2500^TM Value Index during this period. As you know, the Fund looks quite different from the index and occasionally we have seen periods where returns differ significantly. The Fund’s higher weighting in communication services and lower weighting in technology were relative detractors to performance for this period.

47

1290 GAMCO SMALL/MID CAP VALUE FUND (Unaudited)

What helped performance during the year?

• We saw several takeover announcements in the last twelve months that positively impacted performance. Avon Products, Tribune Media and El Paso Electric all were up over 16% for the period. We expect to see continued industry consolidation as a positive catalyst for the Fund moving forward as interest rates remain very low after being cut three times during the period.

• The Fund’s overweight to industrials over the period had the largest positive impact on performance. Several names, such as Griffon Corp., Herc Holdings, Inc. and CIRCOR International, Inc., surged despite volatility caused by uncertainty over trade negotiations and supply chains.

• Federated Investors, Inc. and Legg Mason, Inc. rose on strong fundamentals despite a challenging industry backdrop.

What hurt performance during the year?

• A larger position in communication services companies, an area in which our firm has built deep knowledge over many years, was one of the largest detractors to performance for the period. The Viacom-CBS deal unites the companies for the first time since they split in 2005. Many Viacom shareholders were unhappy with the terms of the transaction. The companies have addressed initial concerns and their combined more than 20% share of viewing will be far more powerful than each as a standalone, putting the combined company in a better position to negotiate some of the digital changes the industry is going through.

• The Fund’s underweighting in real estate and technology also detracted from performance on a relative basis as the benchmark’s allocation to technology was more than three times that of the Fund.

• RPC, Inc., which provides a broad range of specialized oilfield services and equipment for oil and gas companies, pulled back sharply over the last twelve months as the U.S. land rig count continued to decline and overcapacity persisted in the pressure pumping industry.

Sector Weightings as of October 31, 2019	% of Net Assets
Industrials		37.5	%
Communication Services		14.4
Consumer Staples		10.9
Materials		8.8
Consumer Discretionary		8.7
Investment Company		4.1
Health Care		4.0
Financials		3.7
Information Technology		2.6
Real Estate		2.0
Utilities		2.0
Energy		1.0
Cash and Other		0.3
		100.0	%
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

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

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees (in the case of Class A, Class R and Class T shares of the Fund), and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2019 and held for the entire six-month period.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

48

1290 GAMCO SMALL/MID CAP VALUE FUND (Unaudited)

EXAMPLE

	Beginning Account Value 5/1/19		Ending Account Value 10/31/19		Expenses Paid During Period* 5/1/19 - 10/31/19
Class A
Actual		$1,000.00		$949.00		$6.11
Hypothetical (5% average annual return before expenses)		1,000.00		1,018.94		6.33
Class I
Actual		1,000.00		950.50		4.89
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.20		5.06
Class R
Actual		1,000.00		947.20		7.33
Hypothetical (5% average annual return before expenses)		1,000.00		1,017.67		7.60
Class T**
Actual		1,000.00		949.80		4.89
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.19		5.06
*  Expenses are equal to the Fund’s Class A, I, R and T shares annualized expense ratios of 1.24%, 0.99%, 1.49% and 0.99%, respectively, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period). ** Class T shares currently are not offered for sale.

49

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

PORTFOLIO OF INVESTMENTS

October 31, 2019

	Number of Shares		Value (Note 1)
COMMON STOCKS:
Communication Services (14.4%)
Diversified Telecommunication Services (0.8%)
Intelsat SA*		30,000	$	761,700
Entertainment (4.2%)
AMC Entertainment Holdings, Inc., Class A		40,000		374,800
Entertainment One Ltd.		90,000		648,776
Liberty Media Corp.-Liberty Braves, Class A*		3,500		103,320
Liberty Media Corp.-Liberty Braves, Class C*		20,000		588,200
Lions Gate Entertainment Corp., Class B*		1,000		7,490
Madison Square Garden Co. (The), Class A*		2,501		667,567
Viacom, Inc., Class B		87,000		1,875,720
				4,265,873
Media (7.6%)
AMC Networks, Inc., Class A*		9,500		413,725
Clear Channel Outdoor Holdings, Inc.*		370,963		864,344
comScore, Inc.*		49,000		113,190
Corus Entertainment, Inc., Class B		190,000		729,937
DISH Network Corp., Class A*		376		12,927
EW Scripps Co. (The), Class A		45,000		604,575
Grupo Televisa SAB (ADR)		65,000		718,250
JCDecaux SA		21,000		573,822
Loral Space & Communications, Inc.*		9,400		375,906
Meredith Corp.		43,000		1,621,100
MSG Networks, Inc., Class A*		45,000		729,450
Sirius XM Holdings, Inc.		34,560		232,243
TEGNA, Inc.		30,000		450,900
WideOpenWest, Inc.*		38,000		241,300
				7,681,669
Wireless Telecommunication Services (1.8%)
Gogo, Inc.*		35,000		215,250
Millicom International Cellular SA		9,000		406,530
Millicom International Cellular SA (SDR)		9,000		410,120
United States Cellular Corp.*		20,000		744,400
				1,776,300
Total Communication Services				14,485,542
Consumer Discretionary (8.7%)
Auto Components (0.7%)
Dana, Inc.		36,000		584,280
Lear Corp.		600		70,662
				654,942
Diversified Consumer Services (0.6%)
H&R Block, Inc.		12,000		299,880
ServiceMaster Global Holdings, Inc.*		6,000		242,280
Universal Technical Institute, Inc.*		12,000		71,040
				613,200
Hotels, Restaurants & Leisure (2.7%)
Cheesecake Factory, Inc. (The)		11,000		459,690
Churchill Downs, Inc.		2,900		376,971
Dover Motorsports, Inc.		15,000		28,950
Eldorado Resorts, Inc.*		6,000		268,620
Golden Entertainment, Inc.*		37,000		535,760
Nathan’s Famous, Inc.		7,500		570,750
Wynn Resorts Ltd.		4,000		485,360
				2,726,101
Household Durables (1.2%)
Bassett Furniture Industries, Inc.		42,500		648,125
Hunter Douglas NV		3,000		192,054
Lennar Corp., Class B		8,000		376,160
				1,216,339
Internet & Direct Marketing Retail (0.3%)
Lands’ End, Inc.*		14,000		168,980
Stamps.com, Inc.*		2,000		168,860
				337,840
Leisure Products (3.0%)
Brunswick Corp.		37,000		2,154,880
Mattel, Inc.*		27,000		322,380
Polaris, Inc.		5,200		512,980
				2,990,240
Specialty Retail (0.2%)
Carvana Co.*		1,500		121,620
Tractor Supply Co.		1,000		95,020
				216,640
Total Consumer Discretionary				8,755,302
Consumer Staples (10.9%)
Beverages (2.4%)
Cott Corp.		12,000		154,200
Davide Campari-Milano SpA		33,000		302,352
National Beverage Corp.		11,300		496,748
Remy Cointreau SA		11,000		1,470,969
				2,424,269
Food & Staples Retailing (0.8%)
Casey’s General Stores, Inc.		2,500		427,025
Ingles Markets, Inc., Class A		9,500		374,585
				801,610
Food Products (5.3%)
Bunge Ltd.		25,000		1,350,000
Farmer Brothers Co.*		32,200		413,126
Hain Celestial Group, Inc. (The)*		84,000		1,985,760
JM Smucker Co. (The)		10,000		1,056,800
Maple Leaf Foods, Inc.		12,000		209,278
McCormick & Co., Inc.		1,800		289,152
				5,304,116
Household Products (1.6%)
Energizer Holdings, Inc.		32,000		1,359,680
Oil-Dri Corp. of America		7,000		245,070
				1,604,750
Personal Products (0.8%)
Edgewell Personal Care Co.*		23,000		805,000
Total Consumer Staples				10,939,745

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

	Number of Shares		Value (Note 1)
Energy (1.0%)
Energy Equipment & Services (1.0%)
Dril-Quip, Inc.*		12,000	$	492,240
RPC, Inc.		130,000		538,200
Weatherford International plc*		145,000		3,915
Total Energy				1,034,355
Financials (3.7%)
Banks (1.5%)
Atlantic Capital Bancshares, Inc.*		14,000		261,100
Cadence Bancorp		10,997		169,134
Flushing Financial Corp.		16,154		349,573
Synovus Financial Corp.		22,005		745,309
				1,525,116
Capital Markets (2.2%)
Federated Investors, Inc., Class B		35,000		1,117,900
Legg Mason, Inc.		25,000		931,500
Waddell & Reed Financial, Inc., Class A		7,000		115,920
				2,165,320
Total Financials				3,690,436
Health Care (4.0%)
Biotechnology (0.4%)
Clovis Oncology, Inc.*		14,000		44,380
Spark Therapeutics, Inc.*		3,000		327,510
				371,890
Health Care Equipment & Supplies (0.5%)
Cutera, Inc.*		16,000		504,000
Health Care Providers & Services (1.1%)
Option Care Health, Inc.*		90,009		318,632
Patterson Cos., Inc.		46,000		787,980
				1,106,612
Health Care Technology (1.9%)
Evolent Health, Inc., Class A*		50,000		381,000
Teladoc Health, Inc.*		20,000		1,532,000
				1,913,000
Life Sciences Tools & Services (0.1%)
Bio-Rad Laboratories, Inc., Class A*		300		99,486
Total Health Care				3,994,988
Industrials (37.5%)
Aerospace & Defense (3.8%)
AAR Corp.		16,000		668,000
Aerojet Rocketdyne Holdings, Inc.*		25,500		1,102,365
Moog, Inc., Class A		10,500		878,955
Moog, Inc., Class B		700		58,205
Textron, Inc.		25,000		1,152,250
				3,859,775
Building Products (2.9%)
Armstrong Flooring, Inc.*		50,000		307,000
Griffon Corp.		120,000		2,557,200
				2,864,200
Commercial Services & Supplies (2.7%)
IAA, Inc.*		8,688		331,447
KAR Auction Services, Inc.		8,688		215,984
Matthews International Corp., Class A		43,000		1,590,140
Team, Inc.*		30,000		544,800
				2,682,371
Construction & Engineering (0.5%)
Arcosa, Inc.		14,000		537,740
Electrical Equipment (0.6%)
AZZ, Inc.		14,600		566,334
Machinery (21.4%)
Astec Industries, Inc.		63,500		2,228,215
CIRCOR International, Inc.*		78,500		3,005,765
CNH Industrial NV		30,000		327,300
Donaldson Co., Inc.		300		15,822
Eastern Co. (The)		15,000		413,850
EnPro Industries, Inc.		41,000		2,851,550
Evoqua Water Technologies Corp.*		58,000		1,007,460
Flowserve Corp.		34,000		1,660,560
Gardner Denver Holdings, Inc.*		40,000		1,273,200
Graco, Inc.		4,500		203,400
ITT, Inc.		3,500		208,075
Kennametal, Inc.		37,000		1,145,150
Mueller Industries, Inc.		40,000		1,230,800
Mueller Water Products, Inc., Class A		34,000		397,800
Navistar International Corp.*		22,070		690,350
Park-Ohio Holdings Corp.		21,000		645,960
Toro Co. (The)		6,000		462,780
Trinity Industries, Inc.		86,000		1,701,080
Twin Disc, Inc.*		65,074		700,196
Watts Water Technologies, Inc., Class A		12,000		1,119,000
Welbilt, Inc.*		12,500		237,000
				21,525,313
Road & Rail (0.7%)
Hertz Global Holdings, Inc.*		50,648		684,254
Trading Companies & Distributors (3.8%)
Ashtead Group plc		2,000		60,830
GATX Corp.		8,000		636,400
Herc Holdings, Inc.*		50,000		2,213,000
Kaman Corp.		15,000		880,050
				3,790,280
Transportation Infrastructure (1.1%)
Macquarie Infrastructure Corp.		26,500		1,143,210
Total Industrials				37,653,477
Information Technology (2.6%)
Communications Equipment (0.2%)
Communications Systems, Inc.		20,000		119,000
EchoStar Corp., Class A*		1,600		62,400
				181,400
Electronic Equipment, Instruments & Components (0.8%)
KEMET Corp.		11,000		239,140
Landis+Gyr Group AG*		6,000		556,209
				795,349

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

	Number of Shares		Value (Note 1)
IT Services (0.3%)
Internap Corp.*		70,000	$	166,600
MoneyGram International, Inc.*		30,000		118,800
				285,400
Software (0.3%)
Cloudflare, Inc., Class A*		500		8,420
FireEye, Inc.*		10,000		158,400
Zuora, Inc., Class A*		15,000		213,750
				380,570
Technology Hardware, Storage & Peripherals (1.0%)
Diebold Nixdorf, Inc.*		141,000		987,000
Total Information Technology				2,629,719
Materials (8.8%)
Chemicals (6.7%)
Axalta Coating Systems Ltd.*		7,000		206,430
Chr Hansen Holding A/S		1,200		92,112
Core Molding Technologies, Inc.*		60,000		342,600
Element Solutions, Inc.*		130,000		1,411,800
Ferro Corp.*		90,000		1,001,700
GCP Applied Technologies, Inc.*		88,000		1,818,080
HB Fuller Co.		7,000		341,600
Scotts Miracle-Gro Co. (The)		7,000		702,730
Tredegar Corp.		15,000		298,200
Valvoline, Inc.		26,000		554,840
				6,770,092
Containers & Packaging (1.6%)
Greif, Inc., Class A		30,000		1,175,100
Myers Industries, Inc.		25,000		423,250
				1,598,350
Metals & Mining (0.5%)
Ampco-Pittsburgh Corp.*		27,000		104,760
Freeport-McMoRan, Inc.		10,000		98,200
TimkenSteel Corp.*		52,000		292,240
				495,200
Total Materials				8,863,642
Real Estate (2.0%)
Equity Real Estate Investment Trusts (REITs) (1.5%)
Ryman Hospitality Properties, Inc. (REIT)		6,000		505,020
Seritage Growth Properties (REIT), Class A		23,000		1,000,270
				1,505,290
Real Estate Management & Development (0.5%)
St Joe Co. (The)*		28,000		519,400
Total Real Estate				2,024,690
Utilities (2.0%)
Gas Utilities (1.0%)
National Fuel Gas Co.		22,000		996,820
Independent Power and Renewable Electricity Producers (1.0%)
AES Corp.		60,000		1,023,000
Total Utilities				2,019,820
Total Common Stocks (95.6%) (Cost $99,167,921)				96,091,716
	Number of Warrants		Value (Note 1)
WARRANTS:
Health Care (0.0%)
Health Care Providers & Services (0.0%)
Option Care Health, Inc., expiring 6/30/25 (r)*		22		8
Total Health Care				8
Total Warrants (0.0%) (Cost $—)				8
	Number of Shares		Value (Note 1)
SHORT-TERM INVESTMENT:
Investment Company (4.1%)
JPMorgan Prime Money Market Fund, IM Shares		4,166,882		4,168,549
Total Short-Term Investment (4.1%) (Cost $4,168,164)				4,168,549
Total Investments in Securities (99.7%) (Cost $103,336,085)				100,260,273
Other Assets Less Liabilities (0.3%)				275,796
Net Assets (100%)			$	100,536,069

* Non-income producing.

(r) Value determined using significant unobservable inputs.

Glossary:

ADR — American Depositary Receipt

SDR — Swedish Depositary Receipt

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

The following is a summary of the inputs used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2019:

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

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Common Stocks
Communication Services	$	12,852,824	$	1,632,718	$	—	$	14,485,542
Consumer Discretionary		7,892,508		862,794		—		8,755,302
Consumer Staples		8,632,202		2,307,543		—		10,939,745
Energy		1,034,355		—		—		1,034,355
Financials		3,690,436		—		—		3,690,436
Health Care		3,994,988		—		—		3,994,988
Industrials		37,534,442		119,035		—		37,653,477
Information Technology		2,073,510		556,209		—		2,629,719
Materials		8,428,930		434,712		—		8,863,642
Real Estate		2,024,690		—		—		2,024,690
Utilities		2,019,820		—		—		2,019,820
Short-Term Investment
Investment Company		4,168,549		—		—		4,168,549
Warrants
Health Care		—		—		8		8
Total Assets	$	94,347,254	$	5,913,011	$	8	$	100,260,273
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	94,347,254	$	5,913,011	$	8	$	100,260,273

The Fund held no derivatives contracts during the year ended October 31, 2019.

Investment security transactions for the year ended October 31, 2019 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	41,216,178
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	34,818,314

As of October 31, 2019, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	7,771,267
Aggregate gross unrealized depreciation		(11,860,214	)
Net unrealized depreciation	$	(4,088,947	)
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	104,349,220

For the year ended October 31, 2019, the Fund incurred approximately $14,428 as brokerage commissions with G. Research, an affiliated broker/dealer.

See Notes to Financial Statements.

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STATEMENT OF ASSETS AND LIABILITIES

October 31, 2019

ASSETS
Investments in Securities, at value (Cost $103,336,085)	$	100,260,273
Cash		331,000
Foreign cash (Cost $7,264)		7,302
Receivable for Fund shares sold		196,938
Receivable for securities sold		35,348
Prepaid registration and filing fees		25,804
Dividends, interest and other receivables		25,108
Other assets		1,163
Total assets		100,882,936
LIABILITIES
Payable for Fund shares redeemed		138,818
Payable for securities purchased		69,905
Investment advisory fees payable		22,554
Transfer agent fees payable		16,423
Administrative fees payable		12,521
Distribution fees payable – Class A		813
Distribution fees payable – Class R		378
Accrued expenses		85,455
Total liabilities		346,867
NET ASSETS	$	100,536,069
Net assets were comprised of:
Paid in capital	$	102,989,288
Total distributable earnings (loss)		(2,453,219	)
Net assets	$	100,536,069
Class A
Net asset value and redemption price per share, $3,895,970 / 312,633 shares outstanding (unlimited amount authorized: $0.001 par value)	$	12.46
Maximum sales charge (5.50% of offering price)		0.73
Maximum offering price per share	$	13.19
Class I
Net asset value and redemption price per share, $95,600,713 / 7,655,897 shares outstanding (unlimited amount authorized: $0.001 par value)	$	12.49
Class R
Net asset value and redemption price per share, $912,258 / 73,666 shares outstanding (unlimited amount authorized: $0.001 par value)	$	12.38
Class T**
Net asset value and redemption price per share, $127,128 / 10,179 shares outstanding (unlimited amount authorized: $0.001 par value)	$	12.49
Maximum sales charge (2.50% of offering price)		0.32
Maximum offering price per share	$	12.81

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

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2019

INVESTMENT INCOME
Dividends (net of $20,536 foreign withholding tax)	$	1,585,702
Interest		7,073
Total income		1,592,775
EXPENSES
Investment advisory fees		731,267
Professional fees		153,149
Administrative fees		146,254
Transfer agent fees		134,850
Printing and mailing expenses		71,540
Registration and filing fees		53,910
Custodian fees		22,075
Distribution fees – Class A		9,506
Trustees’ fees		8,720
Distribution fees – Class R		4,393
Distribution fees – Class T**		316
Miscellaneous		54,280
Gross expenses		1,390,260
Less:  Waiver from investment adviser		(407,167	)
Waiver from distributor		(316	)
Net expenses		982,777
NET INVESTMENT INCOME (LOSS)		609,998
REALIZED AND UNREALIZED GAIN (LOSS)
Realized gain (loss) on:
Investments in securities		342,149
Foreign currency transactions		(1,490	)
Net realized gain (loss)		340,659
Change in unrealized appreciation (depreciation) on:
Investments in securities		1,060,291
Foreign currency translations		118
Net change in unrealized appreciation (depreciation)		1,060,409
NET REALIZED AND UNREALIZED GAIN (LOSS)		1,401,068
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	2,011,066

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

See Notes to Financial Statements.

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STATEMENT OF CHANGES IN NET ASSETS

	Year Ended October 31,
	2019			2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	609,998		$	293,327
Net realized gain (loss)		340,659			803,616
Net change in unrealized appreciation (depreciation)		1,060,409			(6,520,592	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		2,011,066			(5,423,649	)
Distributions to shareholders:
Class A		(42,434	)		(45,934	)
Class I		(1,255,738	)		(549,863	)
Class R		(7,956	)		(12,578	)
Class T**		(1,787	)		(3,105	)
Total distributions to shareholders		(1,307,915	)		(611,480	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 70,453 and 166,645 shares, respectively ]		886,229			2,189,545
Capital shares issued in reinvestment of dividends [ 3,493 and 3,358 shares, respectively ]		40,904			43,044
Capital shares repurchased [ (53,218) and (38,937) shares, respectively ]		(654,905	)		(513,240	)
Total Class A transactions		272,228			1,719,349
Class I
Capital shares sold [ 1,868,998 and 5,718,892 shares, respectively ]		23,316,263			75,982,055
Capital shares issued in reinvestment of dividends [ 59,543 and 37,602 shares, respectively ]		697,247			482,439
Capital shares repurchased [ (1,297,404) and (389,765) shares, respectively ]		(15,901,713	)		(5,160,624	)
Total Class I transactions		8,111,797			71,303,870
Class R
Capital shares sold [ 21,731 and 71,062 shares, respectively ]		268,538			928,020
Capital shares issued in reinvestment of dividends [ 575 and 782 shares, respectively ]		6,698			9,998
Capital shares repurchased [ (13,939) and (32,549) shares, respectively ]		(167,220	)		(428,019	)
Total Class R transactions		108,016			509,999
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		8,492,041			73,533,218
TOTAL INCREASE (DECREASE) IN NET ASSETS		9,195,192			67,498,089
NET ASSETS:
Beginning of year		91,340,877			23,842,788
End of year	$	100,536,069		$	91,340,877
**  Class T shares currently are not offered for sale. Class T shares were formerly known as Class C shares.

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS

	Year Ended October 31,												November 12, 2014* to October 31, 2015
Class A	2019			2018			2017			2016
Net asset value, beginning of period	$	12.33		$	12.83		$	10.28		$	10.25		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)		0.05			0.03			0.06	##		0.05			(0.01	)
Net realized and unrealized gain (loss)		0.22			(0.25	)		2.67			0.25			0.33
Total from investment operations		0.27			(0.22	)		2.73			0.30			0.32
Less distributions:
Dividends from net investment income		(0.02	)		(0.03	)		(0.02	)		—	#		(0.07	)
Distributions from net realized gains		(0.12	)		(0.25	)		(0.16	)		(0.27	)		—
Total dividends and distributions		(0.14	)		(0.28	)		(0.18	)		(0.27	)		(0.07	)
Net asset value, end of period	$	12.46		$	12.33		$	12.83		$	10.28		$	10.25
Total return (b)		2.29	%		(1.84	)%		26.72	%		3.08	%		3.20	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	3,896		$	3,599		$	2,063		$	591		$	997
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		1.24	%(j)		1.24	%(j)		1.27	%		1.35	%		1.35	%
Before waivers and reimbursements (a)(f)		1.66	%		1.79	%		2.72	%		4.38	%		9.28	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		0.39	%		0.26	%		0.48	%(aa)		0.49	%		(0.10	)%(l)
Before waivers and reimbursements (a)(f)		(0.03	)%		(0.28	)%		(0.97	)%(aa)		(2.53	)%		(8.03	)%(l)
Portfolio turnover rate (z)^		37	%		49	%		88	%		76	%		95	%
	Year Ended October 31,												November 12, 2014* to October 31, 2015
Class I	2019			2018			2017			2016
Net asset value, beginning of period	$	12.36		$	12.86		$	10.30		$	10.27		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)		0.08			0.07			0.08	##		0.05			0.02
Net realized and unrealized gain (loss)		0.23			(0.26	)		2.68			0.28			0.32
Total from investment operations		0.31			(0.19	)		2.76			0.33			0.34
Less distributions:
Dividends from net investment income		(0.06	)		(0.06	)		(0.04	)		(0.03	)		(0.07	)
Distributions from net realized gains		(0.12	)		(0.25	)		(0.16	)		(0.27	)		—
Total dividends and distributions		(0.18	)		(0.31	)		(0.20	)		(0.30	)		(0.07	)
Net asset value, end of period	$	12.49		$	12.36		$	12.86		$	10.30		$	10.27
Total return (b)		2.57	%		(1.60	)%		27.09	%		3.34	%		3.43	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	95,601		$	86,815		$	21,317		$	6,041		$	2,416
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.99	%(j)		0.99	%(j)		1.02	%		1.10	%		1.10	%
Before waivers and reimbursements (a)(f)		1.41	%		1.51	%		2.47	%		4.09	%		8.56	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		0.64	%		0.54	%		0.69	%(aa)		0.49	%		0.16	%(l)
Before waivers and reimbursements (a)(f)		0.22	%		0.03	%		(0.76	)%(aa)		(2.51	)%		(7.30	)%(l)
Portfolio turnover rate (z)^		37	%		49	%		88	%		76	%		95	%

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS (Continued)

	Year Ended October 31,												November 12, 2014* to October 31, 2015
Class R	2019			2018			2017			2016
Net asset value, beginning of period	$	12.26		$	12.76		$	10.23		$	10.23		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)		0.02			—	#		0.03	##		0.04			(0.04	)
Net realized and unrealized gain (loss)		0.22			(0.25	)		2.66			0.23			0.34
Total from investment operations		0.24			(0.25	)		2.69			0.27			0.30
Less distributions:
Dividends from net investment income		—			—			—			—			(0.07	)
Distributions from net realized gains		(0.12	)		(0.25	)		(0.16	)		(0.27	)		—
Total dividends and distributions		(0.12	)		(0.25	)		(0.16	)		(0.27	)		(0.07	)
Net asset value, end of period	$	12.38		$	12.26		$	12.76		$	10.23		$	10.23
Total return (b)		2.02	%		(2.07	)%		26.49	%		2.77	%		2.96	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	912		$	801		$	332		$	168		$	777
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		1.49	%(j)		1.49	%(j)		1.53	%		1.60	%		1.60	%
Before waivers and reimbursements (a)(f)		1.91	%		2.05	%		3.00	%		4.65	%		9.73	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		0.14	%		0.02	%		0.27	%(aa)		0.42	%		(0.35	)%(l)
Before waivers and reimbursements (a)(f)		(0.28	)%		(0.54	)%		(1.21	)%(aa)		(2.64	)%		(8.49	)%(l)
Portfolio turnover rate (z)^		37	%		49	%		88	%		76	%		95	%
	Year Ended October 31,												November 12, 2014* to October 31, 2015
Class T**	2019			2018			2017			2016
Net asset value, beginning of period	$	12.36		$	12.86		$	10.30		$	10.27		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)		0.08			0.07			0.11	##		0.08			0.01
Net realized and unrealized gain (loss)		0.23			(0.26	)		2.65			0.25			0.33
Total from investment operations		0.31			(0.19	)		2.76			0.33			0.34
Less distributions:
Dividends from net investment income		(0.06	)		(0.06	)		(0.04	)		(0.03	)		(0.07	)
Distributions from net realized gains		(0.12	)		(0.25	)		(0.16	)		(0.27	)		—
Total dividends and distributions		(0.18	)		(0.31	)		(0.20	)		(0.30	)		(0.07	)
Net asset value, end of period	$	12.49		$	12.36		$	12.86		$	10.30		$	10.27
Total return (b)		2.57	%		(1.60	)%		27.09	%		3.34	%		3.43	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	127		$	126		$	131		$	105		$	259
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.99	%(j)		0.99	%(j)		1.03	%		1.10	%		1.10	%
Before waivers and reimbursements (a)(f)		1.66	%		1.80	%		3.02	%		5.11	%		10.23	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		0.64	%		0.50	%		0.89	%(aa)		0.77	%		0.15	%(l)
Before waivers and reimbursements (a)(f)		(0.02	)%		(0.31	)%		(1.10	)%(aa)		(3.23	)%		(8.98	)%(l)
Portfolio turnover rate (z)^		37	%		49	%		88	%		76	%		95	%

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS (Continued)

* Commencement of Operations.

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

# Per share amount is less than $0.005.

## Includes income resulting from a special dividend. Without this dividend, the per share income amounts would be $0.02, $0.04, $(0.01) and $0.07 for Class A, Class I, Class R and Class T, respectively.

^ Portfolio turnover rate excludes derivatives, if any.

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

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

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

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

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

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

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

(aa) Includes income resulting from a special dividend. Without this dividend, the ratios for each class would have been 0.34% lower.

See Notes to Financial Statements.

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1290 GLOBAL TALENTS FUND (Unaudited)

INVESTMENT ADVISER

_Ø 1290 Asset Managers^®

INVESTMENT SUB-ADVISER

_Ø AXA Investment Managers, Inc.

PERFORMANCE RESULTS

Annualized Total Returns as of 10/31/19
		1 Year			Since Incept.
Fund – Class A Shares*	without Sales Charge		6.49	%		7.65	%
	with Sales Charge (a)		0.61			5.96
Fund – Class I Shares*			6.72			7.92
Fund – Class R Shares*			6.18			7.39
MSCI ACWI (Net) Index			12.59			11.15
*   Date of inception 4/11/16. (a)  A 5.50% front-end sales charge was deducted.      Returns for periods greater than one year are annualized.

The performance quoted is past performance and is not a guarantee of future results. Mutual funds are subject to certain market risks. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown. For the most current month-end performance data please call 1-888-310-0416 or visit www.1290Funds.com.

The graph illustrates comparative performance for $10,000 invested in the Class I Shares of the 1290 Global Talents Fund and the MSCI ACWI (Net) Index from 4/11/16 to 10/31/19. The performance of the MSCI ACWI (Net) Index reflects an initial investment at the end of the month closest to the Fund’s inception. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, if any, and does not include a sales charge. The performance of the MSCI ACWI (Net) Index does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect reinvestment of all dividends, capital gain distributions, and interest of the securities included in the benchmark.

As of March 1, 2019, the gross expense ratios for Class A, I and R shares were 1.94%, 1.69% and 2.19%, respectively. The net expense ratios for Class A, I and R shares were 1.25%, 1.00% and 1.50%, respectively. The net expense ratios reflect the Adviser’s decision to contractually limit expenses through April 30, 2020. Fund Performance may also reflect the waiver of the Fund’s fees and reimbursement of expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower.

In addition, performance shown in this section does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

PERFORMANCE SUMMARY

The Fund’s Class I shares returned 6.72% for the year ended October 31, 2019. The Fund’s benchmark, the MSCI ACWI (Net) Index, returned 12.59% over the same year.

Overview — AXA Investment Managers, Inc.

Over the last twelve months, global equity markets have risen double-digits but seen tremendous volatility in a context of macro-economic uncertainty. The U.S.-China conflict further escalated, which surprised most investors which had pinned their hopes on a partial resolution. The U.S. Federal Reserve (Fed) backtracked by not only halting quantitative tightening but delivering three consecutive interest rates cuts. This led a number of other central banks to follow suit. Manufacturing weakness spread across regions from China to Germany and the United States. Conflicts and mass protests erupted, notably in Hong Kong, but also in the Middle East and in South America, with in some cases stark economic impact. The UK postponed several times its exit from the European Union, maintaining the uncertainty.

Global equity markets experienced a sharp sell-off at the end of 2018, which was immediately followed by an equally sharp rebound at the start of 2019. Market volatility continued but markets rose as deep pessimism left the floor to cautious optimism. September witnessed a market rotation into value names and away from momentum growth names. In addition, we have also seen a rebound lately in cyclical names. From a sector perspective, interest rate sensitive sectors such as real estate and utilities were clear winners. Information technology continued on its secular growth path. Cyclical sectors such as consumer discretionary (in a context of resilient consumer demand) and industrials (on the premise that manufacturing weakness may be bottoming out) did relatively well. The big laggard was energy, which was down over the period, pressured by both cyclical and structural factors.

Any resolution of the geopolitical tensions, trade conflicts and political uncertainty would be positive for equities markets. If the world continues on its path of modest economic growth, as is our base case scenario, rather than enter a deep recession, as many market participants fear, we would expect equities to continue to move higher.

Fund Highlights

Entrepreneurial and family owned businesses share some common attributes: their leaders have ‘skin in the game’, they remain in control of their destiny (not dependent on banks for example), they take a long-term perspective when managing their businesses, and they tend to focus on areas where they have developed an expertise. As a result, they tend to focus less on meeting short term targets and/or near-term market expectations (which means more volatile

59

1290 GLOBAL TALENTS FUND (Unaudited)

earnings versus companies which manage their earnings). They tend to see difficult times as transitory; as such, they continue to invest for the long term. This means that their performance can be more volatile than the rest of the market.

The Fund is undergoing a period of underperformance versus its benchmark which can be partly explained by the reasons mentioned above. We believe that we continue to retain in the Fund good quality companies, with solid management teams and leaders, exposed to the long-term structural trends that are reshaping the global economy. However, a number of these companies are being caught in the trade wars, current political uncertainty and general macro-economic slowdown. We have made some adjustments to the Fund over the last twelve months: exiting some underperforming names, reducing the exposure to the most volatile names, adding new more defensive family/entrepreneurial names to the Fund and increasing our cash levels.

What helped performance during the year?

• Prologis, Inc., which was added during the period, was a stellar performer, with its growing exposure to e-commerce continuing to pay off.

• In the health care space, long-held holdings Stryker Corp. and Roche Holding AG delivered, in the first case solid and accelerating growth trajectory, and in the second case reassuring and solid outlook (despite persistent biosimilar threat).

• Ecolab, Inc. continued to deliver steady growth on the back of recurring revenue stream, consistent execution and a diversified portfolio.

• Booz Allen Hamilton Holding Corp., which was added during the period, continued to benefit from solid U.S. government spending, solid execution and an effective hiring strategy.

• Facebook, Inc.’s share price appreciated in view of its continued stronghold in global advertising and despite heavy ongoing regulatory scrutiny

• In technology, Dassault Systemes SE and Proofpoint, Inc. delivered strong revenue growth while QUALCOMM, Inc. proved resilient by reaching resolution in a context of various disputes and appears well positioned for the 5G opportunity.

What hurt performance during the year?

• We have seen weakness in our energy holdings, which are concentrated in the Permian basin: Concho Resources, Inc. and EOG Resources, Inc. The macro-economic slowdown has hurt oil prices, with the outlook further muddled by structure pressure (renewables, electric vehicles, etc.) and the issues have been compounded for these U.S. shale oil players by pipeline capacity constraints and drilling problems.

• FedEx Corp. share price has fallen on the back of the macro-economic slow-down and the U.S.-China trade war; it has also decided to pull out from servicing Amazon, focusing instead on longer term contracts with other retail players, which will be a near-term headwind.

• SoftBank Group Corp. share price was hurt by the declining value of its investments in the Vision Fund, primarily the fall in Uber Technologies shares and the aborted initial public offering (IPO) and ensuing lower valuation in WeWork.

• The Charles Schwab Corp. share price fell as the tailwind of higher interest rates faded while price competition in the industry continued to intensify.

• Jazz Pharmaceuticals plc came under pressure as political rhetoric over U.S. health care reform and drug pricing continues unabated and it is facing increased competitive pressure.

• In some cases, we decided to exit underperforming holdings: ZOZO, Inc. after launching a big innovation which failed and dented profitability considerably, a recently announced new innovation failed to convince us; Henkel decided to reinvest aggressively in its digital and marketing capabilities but we believe its larger and more digital-savvy competitors will stay ahead for a sustainable period; Fresenius SE & Co. lowered its outlook for the next couple of years as it faces sluggish growth in its domestic hospital division as well as rising labor and legal costs.

Sector Weightings as of October 31, 2019	Market Value		% of Net Assets
Information Technology		$6,116,454		22.3	%
Financials		3,853,397		14.1
Health Care		3,615,682		13.2
Communication Services		3,414,893		12.5
Consumer Staples		2,751,092		10.1
Consumer Discretionary		2,100,760		7.7
Industrials		2,002,205		7.3
Materials		1,177,197		4.3
Real Estate		718,403		2.6
Energy		578,881		2.1
Investment Company		378,032		1.4
Cash and Other		662,497		2.4
				100.0	%
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

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

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees (in the case of Class A and Class R shares of the Fund), and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2019 and held for the entire six-month period.

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Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

EXAMPLE

	Beginning Account Value 5/1/19		Ending Account Value 10/31/19		Expenses Paid During Period* 5/1/19 - 10/31/19
Class A
Actual		$1,000.00		$970.80		$6.21
Hypothetical (5% average annual return before expenses)		1,000.00		1,018.90		6.36
Class I
Actual		1,000.00		971.80		4.97
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.16		5.09
Class R
Actual		1,000.00		969.80		7.45
Hypothetical (5% average annual return before expenses)		1,000.00		1,017.64		7.63
*  Expenses are equal to the Fund’s Class A, I and R shares annualized expense ratios of 1.25%, 1.00% and 1.50%, respectively, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

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PORTFOLIO OF INVESTMENTS

October 31, 2019

	Number of Shares		Value (Note 1)
COMMON STOCKS:
Belgium (3.1%)
Anheuser-Busch InBev SA/NV		10,626	$	853,759
China (4.9%)
Alibaba Group Holding Ltd. (ADR)*		3,990		704,913
Tencent Holdings Ltd.		15,700		642,751
				1,347,664
Finland (1.6%)
Sampo OYJ, Class A		10,420		426,971
France (4.8%)
Dassault Systemes SE		5,742		871,271
Financiere de L’Odet SA		506		446,959
				1,318,230
Israel (2.4%)
Check Point Software Technologies Ltd.*		5,878		660,746
Japan (7.9%)
Kose Corp.		3,800		679,137
SoftBank Group Corp.		19,200		744,958
Unicharm Corp.		22,000		751,532
				2,175,627
Mexico (1.7%)
Fomento Economico Mexicano SAB de CV		52,500		466,664
Peru (2.4%)
Credicorp Ltd.		3,007		643,618
Spain (1.7%)
Industria de Diseno Textil SA		14,742		459,547
Sweden (2.3%)
Assa Abloy AB, Class B		26,870		637,264
Switzerland (3.6%)
Roche Holding AG		3,251		978,101
United States (59.8%)
Alphabet, Inc., Class A*		858		1,080,050
Amazon.com, Inc.*		527		936,300
Apple, Inc.		5,145		1,279,870
Bank OZK		18,113		508,251
Berkshire Hathaway, Inc., Class B*		5,566		1,183,220
BlackRock, Inc.		1,262		582,665
Booz Allen Hamilton Holding Corp.		8,607		605,675
Charles Schwab Corp. (The)		12,495		508,672
Cognex Corp.		7,880		405,741
Concho Resources, Inc.		3,638		245,638
DexCom, Inc.*		4,456		687,293
Ecolab, Inc.		6,129		1,177,197
EOG Resources, Inc.		4,808		333,243
Facebook, Inc., Class A*		4,942		947,134
FedEx Corp.		4,147		633,081
Fidelity National Information Services, Inc.		5,680		748,397
Fortive Corp.		4,129		284,901
IPG Photonics Corp.*		3,335		447,824
Jazz Pharmaceuticals plc*		4,198		527,395
Prologis, Inc. (REIT)		8,186		718,403
Proofpoint, Inc.*		5,229		603,270
QUALCOMM, Inc.		6,137		493,660
Stryker Corp.		3,137		678,439
UnitedHealth Group, Inc.		2,946		744,454
				16,360,773
Total Common Stocks (96.2%) (Cost $21,738,495)				26,328,964
SHORT-TERM INVESTMENT:
Investment Company (1.4%)
JPMorgan Prime Money Market Fund, IM Shares		377,881		378,032
Total Short-Term Investment (1.4%) (Cost $378,010)				378,032
Total Investments in Securities (97.6%) (Cost $22,116,505)				26,706,996
Other Assets Less Liabilities (2.4%)				662,497
Net Assets (100%)			$	27,369,493

* Non-income producing.

Glossary:

ADR — American Depositary Receipt

REIT — Real Estate Investment Trust

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

The following is a summary of the inputs used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2019:

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

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Common Stocks
Belgium	$	—	$	853,759	$	—	$	853,759
China		704,913		642,751		—		1,347,664
Finland		—		426,971		—		426,971
France		—		1,318,230		—		1,318,230
Israel		660,746		—		—		660,746
Japan		—		2,175,627		—		2,175,627
Mexico		466,664		—		—		466,664
Peru		643,618		—		—		643,618
Spain		—		459,547		—		459,547
Sweden		—		637,264		—		637,264
Switzerland		—		978,101		—		978,101
United States		16,360,773		—		—		16,360,773
Short-Term Investment
Investment Company		378,032		—		—		378,032
Total Assets	$	19,214,746	$	7,492,250	$	—	$	26,706,996
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	19,214,746	$	7,492,250	$	—	$	26,706,996

The Effect of Derivative Instruments on the Statement of Operations for the year ended October 31, 2019:

Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
Derivatives Contracts^	Forward Foreign Currency Contracts			Total
Foreign exchange contracts	$	(332	)	$	(332	)
Total	$	(332	)	$	(332	)

^ The Fund held forward foreign currency contracts for hedging.

The Fund held forward foreign currency contracts with an average settlement value of approximately $73,000 for three days during the year ended October 31, 2019.

Investment security transactions for the year ended October 31, 2019 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	5,041,716
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	5,995,365

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

As of October 31, 2019, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	5,702,023
Aggregate gross unrealized depreciation		(1,118,556	)
Net unrealized appreciation	$	4,583,467
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	22,123,529

See Notes to Financial Statements.

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STATEMENT OF ASSETS AND LIABILITIES

October 31, 2019

ASSETS
Investments in Securities, at value (Cost $22,116,505)	$	26,706,996
Cash		666,000
Dividends, interest and other receivables		51,196
Prepaid registration and filing fees		11,440
Receivable for Fund shares sold		80
Other assets		486
Total assets		27,436,198
LIABILITIES
Administrative fees payable		3,438
Transfer agent fees payable		2,396
Investment advisory fees payable		1,541
Distribution fees payable – Class A		310
Distribution fees payable – Class R		55
Accrued expenses		58,965
Total liabilities		66,705
NET ASSETS	$	27,369,493
Net assets were comprised of:
Paid in capital	$	22,621,553
Total distributable earnings (loss)		4,747,940
Net assets	$	27,369,493
Class A
Net asset value and redemption price per share, $1,448,039 / 117,537 shares outstanding (unlimited amount authorized: $0.001 par value)	$	12.32
Maximum sales charge (5.50% of offering price)		0.72
Maximum offering price per share	$	13.04
Class I
Net asset value and redemption price per share, $25,798,915 / 2,080,040 shares outstanding (unlimited amount authorized: $0.001 par value)	$	12.40
Class R
Net asset value and redemption price per share, $122,539 / 10,035 shares outstanding (unlimited amount authorized: $0.001 par value)	$	12.21

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2019

INVESTMENT INCOME
Dividends (net of $20,107 foreign withholding tax)	$	312,286
Interest		12,442
Total income		324,728
EXPENSES
Investment advisory fees		214,037
Professional fees		78,393
Administrative fees		40,132
Registration and filing fees		39,601
Printing and mailing expenses		30,833
Transfer agent fees		30,250
Custodian fees		19,325
Distribution fees – Class A		3,502
Trustees’ fees		2,412
Distribution fees – Class R		625
Miscellaneous		23,369
Gross expenses		482,479
Less:  Waiver from investment adviser		(210,795	)
Net expenses		271,684
NET INVESTMENT INCOME (LOSS)		53,044
REALIZED AND UNREALIZED GAIN (LOSS)
Realized gain (loss) on:
Investments in securities		97,748
Forward foreign currency contracts		(332	)
Foreign currency transactions		(229	)
Net realized gain (loss)		97,187
Change in unrealized appreciation (depreciation) on:
Investments in securities		1,534,381
Foreign currency translations		166
Net change in unrealized appreciation (depreciation)		1,534,547
NET REALIZED AND UNREALIZED GAIN (LOSS)		1,631,734
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	1,684,778

See Notes to Financial Statements.

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STATEMENT OF CHANGES IN NET ASSETS

	Year Ended October 31,
	2019			2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	53,044		$	32,506
Net realized gain (loss)		97,187			1,334,825
Net change in unrealized appreciation (depreciation)		1,534,547			(2,041,685	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		1,684,778			(674,354	)
Distributions to shareholders:
Class A		(59,488	)		—
Class I		(1,215,312	)		(33,488	)
Class R		(5,857	)		—
Total distributions to shareholders		(1,280,657	)		(33,488	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 28,983 and 49,492 shares, respectively ]		348,443			660,562
Capital shares issued in reinvestment of dividends [ 4,796 and 0 shares, respectively ]		53,769			—
Capital shares repurchased [ (20,615) and (9,676) shares, respectively ]		(249,226	)		(130,124	)
Total Class A transactions		152,986			530,438
Class I
Capital shares sold [ 20,818 and 86,207 shares, respectively ]		242,976			1,178,073
Capital shares issued in reinvestment of dividends [ 5,591 and 33 shares, respectively ]		62,951			422
Capital shares repurchased [ (33,603) and (2,640) shares, respectively ]		(394,874	)		(35,891	)
Total Class I transactions		(88,947	)		1,142,604
Class R
Capital shares sold [ 628 and 120 shares, respectively ]		7,467			1,599
Capital shares issued in reinvestment of dividends [ 12 and 0 shares, respectively ]		137			—
Capital shares repurchased [ (734) and 0# shares, respectively ]		(8,933	)		(2	)
Total Class R transactions		(1,329	)		1,597
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		62,710			1,674,639
TOTAL INCREASE (DECREASE) IN NET ASSETS		466,831			966,797
NET ASSETS:
Beginning of year		26,902,662			25,935,865
End of year	$	27,369,493		$	26,902,662
#  Number of shares is less than 0.5.

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS

	Year Ended October 31,									April 11, 2016* to October 31,  2016
Class A	2019			2018			2017
Net asset value, beginning of period	$	12.16		$	12.44		$	10.33		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)		—	#		(0.02	)		(0.03	)		(0.01	)
Net realized and unrealized gain (loss)		0.73			(0.26	)		2.18			0.34
Total from investment operations		0.73			(0.28	)		2.15			0.33
Less distributions:
Distributions from net realized gains		(0.57	)		—			(0.04	)		—
Net asset value, end of period	$	12.32		$	12.16		$	12.44		$	10.33
Total return (b)		6.49	%		(2.25	)%		20.89	%		3.30	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	1,448		$	1,270		$	803		$	103
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		1.25	%		1.25	%		1.27	%		1.40	%
Before waivers and reimbursements (a)(f)		2.04	%		1.94	%		2.13	%		2.31	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		(0.02	)%		(0.13	)%		(0.25	)%		(0.19	)%(l)
Before waivers and reimbursements (a)(f)		(0.81	)%		(0.82	)%		(1.11	)%		(1.10	)%(l)
Portfolio turnover rate (z)^		20	%		26	%		18	%		11	%
	Year Ended October 31,									April 11, 2016* to October 31,  2016
Class I	2019			2018			2017
Net asset value, beginning of period	$	12.22		$	12.48		$	10.34		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)		0.03			0.02			0.01			—	#
Net realized and unrealized gain (loss)		0.73			(0.26	)		2.18			0.34
Total from investment operations		0.76			(0.24	)		2.19			0.34
Less distributions:
Dividends from net investment income		(0.01	)		(0.02	)		(0.01	)		—
Distributions from net realized gains		(0.57	)		—			(0.04	)		—
Total dividends and distributions		(0.58	)		(0.02	)		(0.05	)		—
Net asset value, end of period	$	12.40		$	12.22		$	12.48		$	10.34
Total return (b)		6.72	%		(1.95	)%		21.23	%		3.40	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	25,799		$	25,511		$	25,009		$	20,479
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		1.00	%		1.00	%		1.05	%		1.15	%
Before waivers and reimbursements (a)(f)		1.79	%		1.69	%		1.92	%		2.06	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		0.21	%		0.13	%		0.09	%		0.06	%(l)
Before waivers and reimbursements (a)(f)		(0.57	)%		(0.56	)%		(0.79	)%		(0.85	)%(l)
Portfolio turnover rate (z)^		20	%		26	%		18	%		11	%

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS (Continued)

	Year Ended October 31,									April 11, 2016* to October 31,  2016
Class R	2019			2018			2017
Net asset value, beginning of period	$	12.09		$	12.39		$	10.31		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)		(0.03	)		(0.05	)		(0.05	)		(0.03	)
Net realized and unrealized gain (loss)		0.72			(0.25	)		2.17			0.34
Total from investment operations		0.69			(0.30	)		2.12			0.31
Less distributions:
Distributions from net realized gains		(0.57	)		—			(0.04	)		—
Net asset value, end of period	$	12.21		$	12.09		$	12.39		$	10.31
Total return (b)		6.18	%		(2.42	)%		20.64	%		3.10	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	123		$	122		$	124		$	103
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		1.50	%		1.50	%		1.55	%		1.65	%
Before waivers and reimbursements (a)(f)		2.29	%		2.19	%		2.42	%		2.56	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		(0.29	)%		(0.37	)%		(0.41	)%		(0.44	)%(l)
Before waivers and reimbursements (a)(f)		(1.08	)%		(1.06	)%		(1.29	)%		(1.35	)%(l)
Portfolio turnover rate (z)^		20	%		26	%		18	%		11	%

* Commencement of Operations.

# Per share amount is less than $0.005.

^ Portfolio turnover rate excludes derivatives, if any.

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

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

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

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

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

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

See Notes to Financial Statements.

68

1290 HIGH YIELD BOND FUND (Unaudited)

INVESTMENT ADVISER

_Ø 1290 Asset Managers^®

INVESTMENT SUB-ADVISER

_Ø AXA Investment Managers, Inc.

PERFORMANCE RESULTS

Annualized Total Returns as of 10/31/19
			1 Year			Since Incept.
Fund – Class A Shares*	without Sales Charge			6.97	%		4.05	%
	with Sales Charge (a	)		2.16			3.09
Fund – Class I Shares*				7.12			4.30
Fund – Class R Shares*				6.59			3.78
Fund – Class T Shares*†	without Sales Charge			7.24			4.31
	with Sales Charge (b	)		4.55			3.77
ICE BofAML U.S. High Yield Index				8.32			5.23
*   Date of inception 11/12/14. †   Class T Shares currently are not offered for sale. (a)  A 4.50% front-end sales charge was deducted. (b)  A 2.50% front-end sales charge was deducted.      Returns for periods greater than one year are annualized.

The performance quoted is past performance and is not a guarantee of future results. Mutual funds are subject to certain market risks. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown. For the most current month-end performance data please call 1-888-310-0416 or visit www.1290Funds.com.

The graph illustrates comparative performance for $10,000 invested in the Class I Shares of the 1290 High Yield Bond Fund and the ICE BofAML U.S. High Yield Index from 11/12/14 to 10/31/19. The performance of the ICE BofAML U.S. High Yield Index reflects an initial investment at the end of the month closest to the Fund’s inception. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, if any, and does not include a sales charge. The performance of the ICE BofAML U.S. High Yield Index does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect reinvestment of all dividends, capital gain distributions, and interest of the securities included in the benchmark.

As of March 1, 2019, the gross expense ratios for Class A, I, R and T shares were 1.77%, 1.52%, 2.02% and 1.77%, respectively. The net expense ratios for Class A, I, R and T shares were 1.00%, 0.75%, 1.25% and 1.00%, respectively. The net expense ratios reflect the Adviser’s decision to contractually limit expenses through April 30, 2020. Fund Performance may also reflect the waiver of the Fund’s fees and reimbursement of expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower.

In addition, performance shown in this section does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

PERFORMANCE SUMMARY

The Fund’s Class I shares returned 7.12% for the year ended October 31, 2019. The Fund’s benchmark, the ICE BofAML U.S. High Yield Index, returned 8.32% over the same year.

Overview — AXA Investment Managers, Inc.

The high yield market posted a positive return in the twelve-month period ending October 31, 2019. Returns in the period were driven by continued economic growth in the U.S., stable credit fundamentals and softer-than-usual new issue volume which supported secondary trading levels, partially offset by volatility in the stock market, ongoing global growth uncertainty and recessionary expectations. Flows in the high yield market were modestly positive for the period, with $5.7 billion of inflows. The high yield new issue market priced $236.2 billion of new issues during the twelve-month period ending October 31, 2019, which is modestly higher than the $228 billion priced during the prior twelve-month period. The period saw $30.7 billion of high yield default volume, modestly higher than the $26.2 billion of high yield default volume in the prior twelve-month period. The par weighted high yield default rate ended the period at 2.54%, up from 2.04% in October 2018.

Fund Highlights

What helped performance during the year?

• Positive security selection benefited the Fund, particularly within the higher yielding segment of the market.

• The top contributors to return during the period were debt positions in Staples, Inc., JBS USA Lux SA and Charter Communications Operating LLC. Staples (Arch Merger) is a business-to-business distributor serving mainly the United States and Canada. The Staples 8.5% due 2025 bond was a top contributor due to this bond being called at the make whole premium price as part of a larger refinancing transaction. JBS USA is a processor of proteins. The JBS USA 6.75% due 2028 bond was a top performer as the company benefited from rising meat prices due to African Swine Flu in addition to a credit rating upgrade by S&P. Charter Communications (CCO Holdings) is the second largest cable television and internet provider in the U.S. The Charter Communications 5.875% due 2027 bond was a top contributor due to the company’s positive operating performance and resilient cash flow dynamics.

69

1290 HIGH YIELD BOND FUND (Unaudited)

• From a sector perspective, the Fund benefited from significantly from positive security selection within the energy sector.

• Fund performance benefited from participation in multiple new issues during the period which performed well post pricing.

What hurt performance during the year?

• The Fund experienced negative security selection within the telecommunications and retail sectors. The Fund’s underweight within the banking sector had a negative impact on relative performance during the period.

• The bottom contributors to return during the period were debt positions in Exela Technologies, GTT Communications, Inc. and Envision Healthcare Corp. Exela Technologies is a provider of business process outsourcing and automation. The Exela Technologies bonds performed poorly during the period due to the company reporting weaker than expected earnings and reducing guidance for fiscal year 2019. The Exela bond was also downgraded by both Moody’s and S&P. GTT Communications is a global alternative fiber operator, with most of its operations in North America and Europe. The GTT Communications bond was a bottom contributor during the period as the company experienced significant headwinds integrating a large acquisition, resulting in deteriorating top-line performance and increasing leverage metrics. Envision Healthcare (Enterprise Merger Sub) provides outsourced physician staffing and operates ambulatory surgery centers. The bond was a bottom performer due to legislation moving through Congress that could potentially reduce Envision’s reimbursement for emergency room physician services.

• The Fund’s macro risk positioning had a negative impact on relative performance driven by the Fund’s underweight within the higher quality, longer duration portion of the market.

Fund Characteristics As of October 31, 2019
Weighted Average Life (Years)	4.98
Weighted Average Coupon (%)	6.81
Weighted Average Effective Duration (Years)*	2.38
Weighted Average Rating**	B2
*  Effective duration is a measure of the price sensitivity of the Fund to interest rate movements, taking into account specific features of the securities in which it invests. ** Weighted Average Rating has been provided by the Investment Sub-Adviser. A credit rating is an assessment provided by a nationally recognized statistical rating organization (NRSRO) of the creditworthiness of an issuer with respect to debt obligations, including specific securities, money market instruments or other debts. Ratings are measured on a scale that generally ranges from AAA (highest) to D (lowest); ratings are subject to change without notice.

Sector Weightings as of October 31, 2019	% of Net Assets
Communication Services		14.8	%
Industrials		13.0
Energy		11.9
Information Technology		11.7
Materials		11.5
Health Care		9.8
Consumer Discretionary		8.6
Consumer Staples		5.4
Financials		5.0
Real Estate		2.5
Investment Company		2.5
Utilities		0.2
Cash and Other		3.1
		100.0	%
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

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

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees (in the case of Class A, Class R and Class T shares of the Fund), and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2019 and held for the entire six-month period.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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1290 HIGH YIELD BOND FUND (Unaudited)

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

EXAMPLE

	Beginning Account Value 5/1/19		Ending Account Value 10/31/19		Expenses Paid During Period* 5/1/19 - 10/31/19
Class A
Actual		$1,000.00		$1,018.50		$5.09
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.16		5.09
Class I
Actual		1,000.00		1,018.70		3.82
Hypothetical (5% average annual return before expenses)		1,000.00		1,021.42		3.82
Class R
Actual		1,000.00		1,016.10		6.35
Hypothetical (5% average annual return before expenses)		1,000.00		1,018.90		6.36
Class T**
Actual		1,000.00		1,018.70		3.82
Hypothetical (5% average annual return before expenses)		1,000.00		1,021.42		3.82
*  Expenses are equal to the Fund’s Class A, I, R and T shares annualized expense ratios of 1.00%, 0.75%, 1.25% and 0.75%, respectively, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period). ** Class T shares currently are not offered for sale.

71

1290 FUNDS

1290 HIGH YIELD BOND FUND

PORTFOLIO OF INVESTMENTS

October 31, 2019

	Principal Amount		Value (Note 1)
LONG-TERM DEBT SECURITIES:
Corporate Bonds (94.4%)
Communication Services (14.8%)
Diversified Telecommunication Services (5.1%)
CCO Holdings LLC
5.250%, 9/30/22	$	245,000	$	247,144
5.125%, 5/1/23§		136,000		139,060
5.750%, 1/15/24		29,000		29,716
5.750%, 2/15/26§		132,000		139,227
5.875%, 5/1/27§		140,000		148,575
4.750%, 3/1/30§		110,000		112,167
CenturyLink, Inc.
Series G
6.875%, 1/15/28		128,000		134,720
Series W
6.750%, 12/1/23		150,000		166,687
Cincinnati Bell, Inc.
7.000%, 7/15/24§		249,000		225,684
Level 3 Financing, Inc.
5.375%, 8/15/22		237,000		237,593
Level 3 Parent LLC
5.750%, 12/1/22		68,000		68,085
Sprint Capital Corp.
8.750%, 3/15/32		204,000		248,625
				1,897,283
Entertainment (1.1%)
Live Nation Entertainment, Inc.
4.875%, 11/1/24§		306,000		316,710
Netflix, Inc.
4.875%, 6/15/30§		83,000		83,913
				400,623
Interactive Media & Services (1.0%)
Match Group, Inc.
6.375%, 6/1/24		149,000		156,822
Rackspace Hosting, Inc.
8.625%, 11/15/24§		231,000		210,210
				367,032
Media (6.1%)
Diamond Sports Group LLC
5.375%, 8/15/26§		198,000		206,415
6.625%, 8/15/27§		198,000		203,445
DISH DBS Corp.
5.875%, 7/15/22		112,000		116,711
Getty Images, Inc.
9.750%, 3/1/27§		96,000		96,840
Lamar Media Corp.
5.375%, 1/15/24		74,000		75,743
McGraw-Hill Global Education Holdings LLC
7.875%, 5/15/24§		184,000		154,100
Meredith Corp.
6.875%, 2/1/26		180,000		186,196
National CineMedia LLC
6.000%, 4/15/22		260,000		262,600
5.875%, 4/15/28§		61,000		64,117
Nexstar Broadcasting, Inc.
5.625%, 8/1/24§		46,000		47,840
Quebecor Media, Inc.
5.750%, 1/15/23		59,000		63,850
Sinclair Television Group, Inc.
6.125%, 10/1/22		70,000		70,875
Sirius XM Radio, Inc.
4.625%, 7/15/24§		130,000		135,889
5.500%, 7/1/29§		52,000		56,144
TEGNA, Inc.
5.500%, 9/15/24§		150,000		154,687
Univision Communications, Inc.
6.750%, 9/15/22§		186,000		188,558
Ziggo BV
5.500%, 1/15/27§		200,000		210,250
				2,294,260
Wireless Telecommunication Services (1.5%)
Sprint Communications, Inc.
7.000%, 8/15/20		50,000		51,508
Sprint Corp.
7.875%, 9/15/23		140,000		154,252
7.125%, 6/15/24		66,000		71,445
7.625%, 3/1/26		114,000		126,113
T-Mobile USA, Inc.
6.000%, 3/1/23		101,000		102,894
6.000%, 4/15/24		64,000		66,240
				572,452
Total Communication Services				5,531,650
Consumer Discretionary (8.6%)
Auto Components (0.4%)
Panther BF Aggregator 2 LP
8.500%, 5/15/27§		134,000		134,670
Distributors (0.9%)
Performance Food Group, Inc.
5.500%, 10/15/27§		50,000		53,000
Univar USA, Inc.
6.750%, 7/15/23§		265,000		268,313
				321,313
Diversified Consumer Services (0.7%)
GEMS MENASA Cayman Ltd.
7.125%, 7/31/26§		200,000		207,875
Service Corp. International
5.375%, 5/15/24		36,000		37,102
				244,977
Hotels, Restaurants & Leisure (4.8%)
1011778 BC ULC
4.250%, 5/15/24§		36,000		36,945
5.000%, 10/15/25§		174,000		179,220
Churchill Downs, Inc.
5.500%, 4/1/27§		170,000		179,988
Eldorado Resorts, Inc.
7.000%, 8/1/23		200,000		208,750
6.000%, 9/15/26		100,000		109,625
Golden Entertainment, Inc.
7.625%, 4/15/26§		138,000		144,900
LTF Merger Sub, Inc.
8.500%, 6/15/23§		212,000		217,300
MGM Resorts International
6.625%, 12/15/21		25,000		27,031
Scientific Games International, Inc.
10.000%, 12/1/22		239,000		245,871
Silversea Cruise Finance Ltd.
7.250%, 2/1/25§		247,000		261,820
Stars Group Holdings BV
7.000%, 7/15/26§		102,000		109,553

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

	Principal Amount		Value (Note 1)
Yum! Brands, Inc.
4.750%, 1/15/30§	$	74,000	$	77,608
				1,798,611
Internet & Direct Marketing Retail (0.4%)
Photo Holdings Merger Sub, Inc.
8.500%, 10/1/26§		192,000		168,985
Multiline Retail (0.1%)
Cumberland Farms, Inc.
6.750%, 5/1/25§		53,000		56,837
Specialty Retail (1.3%)
eG Global Finance plc
8.500%, 10/30/25§		200,000		209,500
KGA Escrow LLC
7.500%, 8/15/23§		144,000		153,000
Penske Automotive Group, Inc.
5.750%, 10/1/22		78,000		78,877
Staples, Inc.
10.750%, 4/15/27§		60,000		62,250
				503,627
Total Consumer Discretionary				3,229,020
Consumer Staples (5.4%)
Food Products (3.1%)
B&G Foods, Inc.
5.250%, 4/1/25		101,000		103,146
5.250%, 9/15/27		74,000		73,815
Clearwater Seafoods, Inc.
6.875%, 5/1/25§		83,000		85,490
JBS USA Lux SA
6.750%, 2/15/28§		200,000		220,625
Lamb Weston Holdings, Inc.
4.625%, 11/1/24§		22,000		23,127
4.875%, 11/1/26§		137,000		144,193
Pilgrim’s Pride Corp.
5.875%, 9/30/27§		136,000		145,452
Post Holdings, Inc.
5.750%, 3/1/27§		156,000		165,498
Sigma Holdco BV
7.875%, 5/15/26§		200,000		193,000
				1,154,346
Household Products (1.3%)
Central Garden & Pet Co.
6.125%, 11/15/23		121,000		125,083
Energizer Holdings, Inc.
5.500%, 6/15/25§		36,000		37,260
7.750%, 1/15/27§		99,000		109,395
Kronos Acquisition Holdings, Inc.
9.000%, 8/15/23§		189,000		164,194
Spectrum Brands, Inc.
6.625%, 11/15/22		68,000		68,751
				504,683
Personal Products (1.0%)
Prestige Brands, Inc.
5.375%, 12/15/21§		138,000		138,276
6.375%, 3/1/24§		221,000		230,669
				368,945
Total Consumer Staples				2,027,974
Energy (11.9%)
Energy Equipment & Services (0.5%)
Precision Drilling Corp.
7.750%, 12/15/23		106,000		99,110
7.125%, 1/15/26§		105,000		90,825
				189,935
Oil, Gas & Consumable Fuels (11.4%)
American Midstream Partners LP
9.500%, 12/15/21 (e)§		270,000		251,944
Antero Resources Corp.
5.375%, 11/1/21		68,000		60,690
5.625%, 6/1/23		117,000		82,046
Ascent Resources Utica Holdings LLC
10.000%, 4/1/22§		142,000		134,020
7.000%, 11/1/26§		144,000		110,160
Berry Petroleum Co. LLC
7.000%, 2/15/26§		75,000		70,120
Blue Racer Midstream LLC
6.125%, 11/15/22§		246,000		242,437
6.625%, 7/15/26§		150,000		140,737
Calumet Specialty Products Partners LP
11.000%, 4/15/25§		122,000		122,915
Chesapeake Energy Corp.
7.000%, 10/1/24		114,000		77,520
Crestwood Midstream Partners LP
6.250%, 4/1/23 (e)		164,000		166,616
CrownRock LP
5.625%, 10/15/25§		228,000		222,590
Delek Logistics Partners LP
6.750%, 5/15/25		195,000		195,975
Genesis Energy LP
5.625%, 6/15/24		186,000		175,305
6.500%, 10/1/25		124,000		117,800
Gulfport Energy Corp.
6.375%, 1/15/26		146,000		87,600
Hilcorp Energy I LP
6.250%, 11/1/28§		178,000		157,975
Holly Energy Partners LP
6.000%, 8/1/24§		74,000		77,145
Indigo Natural Resources LLC
6.875%, 2/15/26§		58,000		53,070
Parsley Energy LLC
6.250%, 6/1/24§		196,000		203,595
PBF Holding Co. LLC
7.000%, 11/15/23		94,000		97,407
PBF Logistics LP
6.875%, 5/15/23		220,000		225,771
SemGroup Corp.
5.625%, 7/15/22		154,000		155,578
5.625%, 11/15/23		100,000		101,875
SM Energy Co.
6.750%, 9/15/26		98,000		84,035
Southern Star Central Corp.
5.125%, 7/15/22§		330,000		332,775
Southwestern Energy Co.
7.750%, 10/1/27		97,000		83,420
Summit Midstream Holdings LLC
5.500%, 8/15/22		202,000		180,790
Targa Resources Partners LP
6.750%, 3/15/24		207,000		214,425

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

	Principal Amount		Value (Note 1)
Whiting Petroleum Corp.
6.625%, 1/15/26	$	64,000	$	39,680
				4,266,016
Total Energy				4,455,951
Financials (5.0%)
Capital Markets (0.7%)
MSCI, Inc.
5.250%, 11/15/24§		258,000		265,095
Consumer Finance (1.1%)
Avolon Holdings Funding Ltd.
5.250%, 5/15/24§		67,000		73,486
Curo Group Holdings Corp.
8.250%, 9/1/25§		144,000		126,886
Enova International, Inc.
8.500%, 9/1/24§		154,000		145,530
Park Aerospace Holdings Ltd.
5.500%, 2/15/24§		62,000		68,363
				414,265
Diversified Financial Services (1.5%)
Allied Universal Holdco LLC
9.750%, 7/15/27§		74,000		77,687
Refinitiv US Holdings, Inc.
6.250%, 5/15/26§		238,000		258,527
8.250%, 11/15/26§		74,000		82,880
Verscend Escrow Corp.
9.750%, 8/15/26§		120,000		127,500
				546,594
Insurance (1.0%)
Acrisure LLC
8.125%, 2/15/24§		350,000		371,333
Thrifts & Mortgage Finance (0.7%)
Freedom Mortgage Corp.
8.250%, 4/15/25§		276,000		259,440
Total Financials				1,856,727
Health Care (9.8%)
Health Care Equipment & Supplies (0.5%)
Sotera Health Holdings LLC
6.500%, 5/15/23§		194,000		196,425
Health Care Providers & Services (6.9%)
Centene Corp.
6.125%, 2/15/24		258,000		267,755
Eagle Holding Co. II LLC
7.625%, 5/15/22 PIK§		164,000		166,050
7.750%, 5/15/22 PIK§		210,000		213,150
Envision Healthcare Corp.
8.750%, 10/15/26§		142,000		81,650
Hadrian Merger Sub, Inc.
8.500%, 5/1/26§		67,000		65,827
HCA, Inc.
7.500%, 2/15/22		247,000		274,046
7.690%, 6/15/25		91,000		109,655
NVA Holdings, Inc.
6.875%, 4/1/26§		258,000		275,738
Polaris Intermediate Corp.
8.500%, 12/1/22 PIK§		234,000		195,975
Surgery Center Holdings, Inc.
6.750%, 7/1/25§		147,000		135,975
10.000%, 4/15/27§		177,000		178,770
Tenet Healthcare Corp.
5.125%, 5/1/25		97,000		99,061
4.875%, 1/1/26§		260,000		268,775
Vizient, Inc.
6.250%, 5/15/27§		33,000		35,516
WellCare Health Plans, Inc.
5.375%, 8/15/26§		118,000		125,670
West Street Merger Sub, Inc.
6.375%, 9/1/25§		98,000		92,855
				2,586,468
Life Sciences Tools & Services (0.2%)
Charles River Laboratories International, Inc.
5.500%, 4/1/26§		76,000		81,320
Pharmaceuticals (2.2%)
Bausch Health Americas, Inc.
9.250%, 4/1/26§		172,000		194,441
Bausch Health Cos., Inc.
7.000%, 3/15/24§		340,000		355,274
5.500%, 11/1/25§		126,000		131,160
5.750%, 8/15/27§		54,000		58,573
Catalent Pharma Solutions, Inc.
4.875%, 1/15/26§		39,000		40,268
5.000%, 7/15/27§		47,000		49,056
				828,772
Total Health Care				3,692,985
Industrials (13.0%)
Aerospace & Defense (1.1%)
Bombardier, Inc.
8.750%, 12/1/21§		185,000		195,637
7.875%, 4/15/27§		180,000		169,650
Triumph Group, Inc.
6.250%, 9/15/24§		41,000		43,050
				408,337
Building Products (1.8%)
Standard Industries, Inc.
5.500%, 2/15/23§		236,000		241,239
6.000%, 10/15/25§		132,000		138,497
Summit Materials LLC
6.125%, 7/15/23		272,000		277,440
				657,176
Commercial Services & Supplies (3.7%)
ACCO Brands Corp.
5.250%, 12/15/24§		138,000		142,830
ADT Security Corp. (The)
4.125%, 6/15/23		74,000		75,202
Aramark Services, Inc.
5.000%, 4/1/25§		88,000		91,410
GFL Environmental, Inc.
7.000%, 6/1/26§		114,000		121,410
GW B-CR Security Corp.
9.500%, 11/1/27§		52,000		53,430
Matthews International Corp.
5.250%, 12/1/25§		85,000		79,687

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

	Principal Amount		Value (Note 1)
Nielsen Co. Luxembourg Sarl (The)
5.500%, 10/1/21§	$	58,000	$	58,000
Nielsen Finance LLC
5.000%, 4/15/22§		170,000		170,641
Prime Security Services Borrower LLC
9.250%, 5/15/23§		253,000		265,524
Sotera Health Topco, Inc.
8.125%, 11/1/21 PIK§		327,000		324,548
				1,382,682
Construction & Engineering (0.7%)
AECOM Global II LLC
5.000%, 4/1/22 (e)		95,000		97,375
New Enterprise Stone & Lime Co., Inc.
6.250%, 3/15/26§		173,000		180,353
				277,728
Machinery (0.9%)
Mueller Water Products, Inc.
5.500%, 6/15/26§		52,000		54,600
Welbilt, Inc.
9.500%, 2/15/24		272,000		290,496
				345,096
Professional Services (1.9%)
Dun & Bradstreet Corp. (The)
6.875%, 8/15/26§		116,000		126,475
10.250%, 2/15/27§		168,000		183,963
IHS Markit Ltd.
5.000%, 11/1/22§		41,000		43,743
Jaguar Holding Co. II
6.375%, 8/1/23§		356,000		368,460
				722,641
Road & Rail (2.9%)
Capitol Investment Merger Sub 2 LLC
10.000%, 8/1/24§		101,000		104,030
DAE Funding LLC
5.250%, 11/15/21§		100,000		104,167
5.000%, 8/1/24§		102,000		106,620
Kenan Advantage Group, Inc. (The)
7.875%, 7/31/23§		395,000		358,956
Watco Cos. LLC
6.375%, 4/1/23§		406,000		413,105
				1,086,878
Total Industrials				4,880,538
Information Technology (11.7%)
Communications Equipment (1.2%)
CommScope, Inc.
5.000%, 6/15/21§		13,000		13,000
5.500%, 3/1/24§		128,000		129,568
6.000%, 3/1/26§		214,000		219,421
8.250%, 3/1/27§		74,000		70,095
				432,084
Electronic Equipment, Instruments & Components (0.2%)
Itron, Inc.
5.000%, 1/15/26§		88,000		91,080
IT Services (2.2%)
Exela Intermediate LLC
10.000%, 7/15/23§		283,000		134,956
Gartner, Inc.
5.125%, 4/1/25§		152,000		159,022
GTT Communications, Inc.
7.875%, 12/31/24§		176,000		102,960
Unisys Corp.
10.750%, 4/15/22§		83,000		89,640
Zayo Group LLC
6.000%, 4/1/23		145,000		149,134
5.750%, 1/15/27§		184,000		186,668
				822,380
Software (6.4%)
ACI Worldwide, Inc.
5.750%, 8/15/26§		135,000		143,100
Ascend Learning LLC
6.875%, 8/1/25§		170,000		177,650
6.875%, 8/1/25§		114,000		118,987
Camelot Finance SA
4.500%, 11/1/26§		216,000		218,246
CDK Global, Inc.
5.875%, 6/15/26		66,000		70,455
Change Healthcare Holdings LLC
5.750%, 3/1/25§		324,000		331,517
Granite Merger Sub 2, Inc.
11.000%, 7/15/27§		149,000		146,765
HNA Ecotech Panorama Cayman Co. Ltd.
8.000%, 4/15/21§		120,000		107,023
Informatica LLC
7.125%, 7/15/23§		116,000		118,030
Solera LLC
10.500%, 3/1/24§		400,000		416,940
Sophia LP
9.000%, 9/30/23§		373,000		383,258
SS&C Technologies, Inc.
5.500%, 9/30/27§		169,000		179,934
				2,411,905
Technology Hardware, Storage & Peripherals (1.7%)
Dell International LLC
5.875%, 6/15/21§		211,000		214,429
7.125%, 6/15/24§		171,000		180,832
Everi Payments, Inc.
7.500%, 12/15/25§		120,000		126,114
NCR Corp.
5.875%, 12/15/21		107,000		107,401
				628,776
Total Information Technology				4,386,225
Materials (11.5%)
Chemicals (4.6%)
Axalta Coating Systems LLC
4.875%, 8/15/24§		150,000		155,250
Blue Cube Spinco LLC
10.000%, 10/15/25		226,000		252,837
INEOS Group Holdings SA
5.625%, 8/1/24§		200,000		204,750
Koppers, Inc.
6.000%, 2/15/25§		78,000		77,763

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

	Principal Amount		Value (Note 1)
NOVA Chemicals Corp.
4.875%, 6/1/24§	$	104,000	$	105,820
Nufarm Australia Ltd.
5.750%, 4/30/26§		159,000		160,292
PQ Corp.
6.750%, 11/15/22§		191,000		196,969
5.750%, 12/15/25§		136,000		140,080
Rayonier AM Products, Inc.
5.500%, 6/1/24§		214,000		148,195
Starfruit Finco BV
8.000%, 10/1/26§		150,000		150,000
WR Grace & Co.-Conn
5.125%, 10/1/21§		110,000		113,740
				1,705,696
Containers & Packaging (6.8%)
Berry Global, Inc.
5.500%, 5/15/22		136,000		137,870
5.125%, 7/15/23		174,000		178,350
Flex Acquisition Co., Inc.
7.875%, 7/15/26§		197,000		185,919
LABL Escrow Issuer LLC
6.750%, 7/15/26§		225,000		234,562
10.500%, 7/15/27§		126,000		127,260
Mauser Packaging Solutions Holding Co.
5.500%, 4/15/24§		186,000		191,115
7.250%, 4/15/25§		362,000		345,710
OI European Group BV
4.000%, 3/15/23§		150,000		149,062
Owens-Brockway Glass Container, Inc.
5.000%, 1/15/22§		110,000		113,597
5.875%, 8/15/23§		100,000		105,375
Reynolds Group Issuer, Inc.
5.750%, 10/15/20		147,305		147,261
(ICE LIBOR USD 3 Month + 3.50%), 5.501%, 7/15/21 (k)§		326,000		326,815
Sealed Air Corp.
4.875%, 12/1/22§		102,000		107,483
Trivium Packaging Finance BV
5.500%, 8/15/26 (e)§		200,000		209,500
				2,559,879
Metals & Mining (0.1%)
Novelis Corp.
6.250%, 8/15/24§		29,000		30,341
Total Materials				4,295,916
Real Estate (2.5%)
Equity Real Estate Investment Trusts (REITs) (1.1%)
Equinix, Inc. (REIT)
5.375%, 4/1/23		82,000		83,419
5.875%, 1/15/26		90,000		95,512
Iron Mountain, Inc. (REIT)
6.000%, 8/15/23		106,000		108,385
SBA Communications Corp. (REIT)
4.875%, 9/1/24		120,000		124,650
				411,966
Real Estate Management & Development (1.4%)
Greystar Real Estate Partners LLC
5.750%, 12/1/25§		223,000		231,920
Howard Hughes Corp. (The)
5.375%, 3/15/25§		166,000		171,395
Realogy Group LLC
9.375%, 4/1/27§		140,000		137,550
				540,865
Total Real Estate				952,831
Utilities (0.2%)
Independent Power and Renewable Electricity Producers (0.2%)
AES Corp.
4.875%, 5/15/23		86,000		87,398
Total Utilities				87,398
Total Corporate Bonds				35,397,215
Total Long-Term Debt Securities (94.4%) (Cost $35,632,973)				35,397,215
	Number of Rights		Value (Note 1)
RIGHTS:
Communication Services (0.0%)
Wireless Telecommunication Services (0.0%)
T-Mobile USA, Inc., CVR (r)* (Cost $—)		329,000		—
	Number of Shares		Value (Note 1)
SHORT-TERM INVESTMENT:
Investment Company (2.5%)
JPMorgan Prime Money Market Fund, IM Shares		933,320		933,693
Total Short-Term Investment (2.5%) (Cost $933,652)				933,693
Total Investments in Securities (96.9%) (Cost $36,566,625)				36,330,908
Other Assets Less Liabilities (3.1%)				1,180,646
Net Assets (100%)			$	37,511,554

* Non-income producing.

§ Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may only be resold to qualified institutional buyers. At October 31, 2019, the market value of these securities amounted to $26,402,000 or 70.4% of net assets. Securities denoted with “§” but without “b” have been determined to be liquid under the guidelines established by the Board of Trustees. To the extent any securities might provide a right to demand registration, such rights have not been relied upon when determining liquidity.

(e) Step Bond – Coupon rate increases or decreases in increments to maturity. Rate disclosed is as of October 31, 2019. Maturity date disclosed is the ultimate maturity date.

(k) Variable or floating rate security, linked to the referenced benchmark. The interest rate shown was the current rate as of October 31, 2019.

(r) Value determined using significant unobservable inputs.

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

Glossary:

CVR — Contingent Value Rights

ICE — Intercontinental Exchange

LIBOR — London Interbank Offered Rate

PIK — Payment-in Kind Security

USD — United States Dollar

The following is a summary of the inputs used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2019:

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

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

Investment Type	Level 1 Quoted Prices in Active Markets  for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted  prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s  own assumptions in determining the fair value of investments)			Total
Assets:
Corporate Bonds
Communication Services	$	—	$	5,531,650	$	—		$	5,531,650
Consumer Discretionary		—		3,229,020		—			3,229,020
Consumer Staples		—		2,027,974		—			2,027,974
Energy		—		4,455,951		—			4,455,951
Financials		—		1,856,727		—			1,856,727
Health Care		—		3,692,985		—			3,692,985
Industrials		—		4,880,538		—			4,880,538
Information Technology		—		4,386,225		—			4,386,225
Materials		—		4,295,916		—			4,295,916
Real Estate		—		952,831		—			952,831
Utilities		—		87,398		—			87,398
Rights
Communication Services		—		—		—	(a)		—	(a)
Short-Term Investment
Investment Company		933,693		—		—			933,693
Total Assets	$	933,693	$	35,397,215	$	—		$	36,330,908
Total Liabilities	$	—	$	—	$	—		$	—
Total	$	933,693	$	35,397,215	$	—		$	36,330,908

(a) Value is zero.

The Fund held no derivatives contracts during the year ended October 31, 2019.

Investment security transactions for the year ended October 31, 2019 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	20,755,479
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	17,737,199

As of October 31, 2019, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	753,016
Aggregate gross unrealized depreciation		(990,065	)
Net unrealized depreciation	$	(237,049	)
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	36,567,957

See Notes to Financial Statements.

77

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STATEMENT OF ASSETS AND LIABILITIES

October 31, 2019

ASSETS
Investments in Securities, at value (Cost $36,566,625)	$	36,330,908
Cash		895,000
Dividends, interest and other receivables		599,570
Receivable for Fund shares sold		123,482
Receivable for securities sold		45,870
Prepaid registration and filing fees		23,258
Other assets		378
Total assets		38,018,466
LIABILITIES
Payable for securities purchased		282,105
Dividends and distributions payable		128,786
Payable for Fund shares redeemed		18,238
Transfer agent fees payable		4,110
Distribution fees payable – Class A		345
Distribution fees payable – Class R		134
Administrative fees payable		82
Accrued expenses		73,112
Total liabilities		506,912
NET ASSETS	$	37,511,554
Net assets were comprised of:
Paid in capital	$	40,307,640
Total distributable earnings (loss)		(2,796,086	)
Net assets	$	37,511,554
Class A
Net asset value and redemption price per share, $1,622,501 / 179,170 shares outstanding (unlimited amount authorized: $0.001 par value)	$	9.06
Maximum sales charge (4.50% of offering price)		0.43
Maximum offering price per share	$	9.49
Class I
Net asset value and redemption price per share, $35,453,390 / 3,912,978 shares outstanding (unlimited amount authorized: $0.001 par value)	$	9.06
Class R
Net asset value and redemption price per share, $307,102 / 33,928 shares outstanding (unlimited amount authorized: $0.001 par value)	$	9.05
Class T**
Net asset value and redemption price per share, $128,561 / 14,192 shares outstanding (unlimited amount authorized: $0.001 par value)	$	9.06
Maximum sales charge (2.50% of offering price)		0.23
Maximum offering price per share	$	9.29

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

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2019

INVESTMENT INCOME
Interest	$	2,156,666
Dividends		15,570
Total income		2,172,236
EXPENSES
Investment advisory fees		208,582
Professional fees		101,443
Administrative fees		52,145
Registration and filing fees		46,453
Transfer agent fees		44,300
Printing and mailing expenses		36,622
Custodian fees		16,775
Distribution fees – Class A		5,287
Trustees’ fees		3,088
Distribution fees – Class R		1,515
Distribution fees – Class T**		320
Miscellaneous		23,915
Gross expenses		540,445
Less:  Voluntary waiver from investment adviser		(44,745	)
Waiver from investment adviser		(215,982	)
Waiver from distributor		(320	)
Reimbursement from investment adviser		(11,855	)
Net expenses		267,543
NET INVESTMENT INCOME (LOSS)		1,904,693
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		(25,701	)
Net change in unrealized appreciation (depreciation) on investments in securities		503,655
NET REALIZED AND UNREALIZED GAIN (LOSS)		477,954
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	2,382,647

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

See Notes to Financial Statements.

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STATEMENT OF CHANGES IN NET ASSETS

	Year Ended October 31,
	2019			2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	1,904,693		$	1,812,872
Net realized gain (loss)		(25,701	)		(192,330	)
Net change in unrealized appreciation (depreciation)		503,655			(1,266,344	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		2,382,647			354,198
Distributions to shareholders:
Class A		(108,202	)		(112,357	)
Class I		(1,764,776	)		(1,686,328	)
Class R		(15,017	)		(12,914	)
Class T**		(6,981	)		(7,105	)
Total distributions to shareholders		(1,894,976	)		(1,818,704	)
Return of capital:
Class A		(2,254	)		—
Class I		(34,332	)		—
Class R		(323	)		—
Class T**		(136	)		—
Total tax return of capital		(37,045	)		—
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 31,260 and 211,921 shares, respectively ]		285,024			1,960,500
Capital shares issued in reinvestment of dividends [ 11,087 and 11,169 shares, respectively ]		99,880			101,781
Capital shares repurchased [ (143,061) and (19,204) shares, respectively ]		(1,297,523	)		(176,438	)
Total Class A transactions		(912,619	)		1,885,843
Class I
Capital shares sold [ 569,065 and 230,876 shares, respectively ]		5,164,420			2,137,440
Capital shares issued in reinvestment of dividends [ 33,563 and 21,171 shares, respectively ]		303,346			193,221
Capital shares repurchased [ (90,055) and (84,844) shares, respectively ]		(809,784	)		(777,869	)
Total Class I transactions		4,657,982			1,552,792
Class R
Capital shares sold [ 2,702 and 9,078 shares, respectively ]		24,313			82,888
Capital shares issued in reinvestment of dividends [ 609 and 333 shares, respectively ]		5,496			3,029
Capital shares repurchased [ (1,517) and (641) shares, respectively ]		(13,763	)		(5,830	)
Total Class R transactions		16,046			80,087
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		3,761,409			3,518,722
TOTAL INCREASE (DECREASE) IN NET ASSETS		4,212,035			2,054,216
NET ASSETS:
Beginning of year		33,299,519			31,245,303
End of year	$	37,511,554		$	33,299,519
**  Class T shares currently are not offered for sale. Class T shares were formerly known as Class C shares.

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS

	Year Ended October 31,												November 12, 2014* to October 31, 2015
Class A	2019			2018			2017			2016
Net asset value, beginning of period	$	8.93		$	9.33		$	9.01		$	9.15		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)		0.47			0.48			0.49			0.61			0.59
Net realized and unrealized gain (loss)		0.14			(0.40	)		0.32			(0.09	)		(0.84	)
Total from investment operations		0.61			0.08			0.81			0.52			(0.25	)
Less distributions:
Dividends from net investment income		(0.47	)		(0.48	)		(0.48	)		(0.65	)		(0.60	)
Return of capital		(0.01	)		—			(0.01	)		(0.01	)		—
Total dividends and distributions		(0.48	)		(0.48	)		(0.49	)		(0.66	)		(0.60	)
Net asset value, end of period	$	9.06		$	8.93		$	9.33		$	9.01		$	9.15
Total return (b)		6.97	%		0.86	%		9.20	%		6.17	%		(2.62	)%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	1,623		$	2,500		$	709		$	355		$	8,372
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		1.00	%		1.04	%		1.06	%		1.06	%		1.05	%
Before waivers and reimbursements (a)(f)		1.79	%		1.77	%		1.84	%		1.81	%		2.45	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		5.27	%		5.20	%		5.26	%		7.06	%		6.39	%(l)
Before waivers and reimbursements (a)(f)		4.48	%		4.47	%		4.48	%		6.31	%		4.99	%(l)
Portfolio turnover rate (z)^		54	%		45	%		54	%		79	%		57	%
	Year Ended October 31,												November 12, 2014* to October 31, 2015
Class I	2019			2018			2017			2016
Net asset value, beginning of period	$	8.94		$	9.34		$	9.01		$	9.15		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)		0.50			0.50			0.52			0.58			0.62
Net realized and unrealized gain (loss)		0.12			(0.40	)		0.33			(0.04	)		(0.85	)
Total from investment operations		0.62			0.10			0.85			0.54			(0.23	)
Less distributions:
Dividends from net investment income		(0.49	)		(0.50	)		(0.51	)		(0.67	)		(0.62	)
Return of capital		(0.01	)		—			(0.01	)		(0.01	)		—
Total dividends and distributions		(0.50	)		(0.50	)		(0.52	)		(0.68	)		(0.62	)
Net asset value, end of period	$	9.06		$	8.94		$	9.34		$	9.01		$	9.15
Total return (b)		7.12	%		1.09	%		9.58	%		6.44	%		(2.39	)%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	35,453		$	30,386		$	30,185		$	27,710		$	8,395
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.75	%		0.80	%		0.82	%		0.84	%		0.80	%
Before waivers and reimbursements (a)(f)		1.53	%		1.52	%		1.58	%		1.53	%		2.20	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		5.50	%		5.47	%		5.55	%		6.62	%		6.64	%(l)
Before waivers and reimbursements (a)(f)		4.71	%		4.74	%		4.79	%		5.94	%		5.24	%(l)
Portfolio turnover rate (z)^		54	%		45	%		54	%		79	%		57	%

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS (Continued)

	Year Ended October 31,												November 12, 2014* to October 31, 2015
Class R	2019			2018			2017			2016
Net asset value, beginning of period	$	8.93		$	9.33		$	9.01		$	9.15		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)		0.45			0.45			0.47			0.59			0.57
Net realized and unrealized gain (loss)		0.13			(0.39	)		0.32			(0.10	)		(0.85	)
Total from investment operations		0.58			0.06			0.79			0.49			(0.28	)
Less distributions:
Dividends from net investment income		(0.45	)		(0.46	)		(0.46	)		(0.62	)		(0.57	)
Return of capital		(0.01	)		—			(0.01	)		(0.01	)		—
Total dividends and distributions		(0.46	)		(0.46	)		(0.47	)		(0.63	)		(0.57	)
Net asset value, end of period	$	9.05		$	8.93		$	9.33		$	9.01		$	9.15
Total return (b)		6.59	%		0.63	%		8.95	%		5.91	%		(2.86	)%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	307		$	287		$	218		$	195		$	8,339
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		1.25	%		1.30	%		1.32	%		1.31	%		1.30	%
Before waivers and reimbursements (a)(f)		2.03	%		2.02	%		2.08	%		2.06	%		2.70	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		5.00	%		4.96	%		5.05	%		6.83	%		6.14	%(l)
Before waivers and reimbursements (a)(f)		4.22	%		4.23	%		4.28	%		6.08	%		4.74	%(l)
Portfolio turnover rate (z)^		54	%		45	%		54	%		79	%		57	%
	Year Ended October 31,												November 12, 2014* to October 31, 2015
Class T**	2019			2018			2017			2016
Net asset value, beginning of period	$	8.93		$	9.33		$	9.01		$	9.15		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)		0.50			0.50			0.52			0.63			0.62
Net realized and unrealized gain (loss)		0.13			(0.40	)		0.32			(0.09	)		(0.85	)
Total from investment operations		0.63			0.10			0.84			0.54			(0.23	)
Less distributions:
Dividends from net investment income		(0.49	)		(0.50	)		(0.51	)		(0.67	)		(0.62	)
Return of capital		(0.01	)		—			(0.01	)		(0.01	)		—
Total dividends and distributions		(0.50	)		(0.50	)		(0.52	)		(0.68	)		(0.62	)
Net asset value, end of period	$	9.06		$	8.93		$	9.33		$	9.01		$	9.15
Total return (b)		7.24	%		1.09	%		9.46	%		6.44	%		(2.39	)%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	129		$	127		$	132		$	128		$	2,783
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.75	%		0.80	%		0.82	%		0.81	%		0.80	%
Before waivers and reimbursements (a)(f)		1.78	%		1.77	%		2.08	%		2.56	%		3.20	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		5.50	%		5.46	%		5.56	%		7.30	%		6.64	%(l)
Before waivers and reimbursements (a)(f)		4.47	%		4.49	%		4.30	%		5.55	%		4.24	%(l)
Portfolio turnover rate (z)^		54	%		45	%		54	%		79	%		57	%

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS (Continued)

* Commencement of Operations.

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

^ Portfolio turnover rate excludes derivatives, if any.

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

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

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

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

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

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

See Notes to Financial Statements.

82

1290 LOW VOLATILITY GLOBAL EQUITY FUND (Unaudited)

INVESTMENT ADVISER

_Ø 1290 Asset Managers^®

PERFORMANCE RESULTS

Annualized Total Returns as of 10/31/19
	1 Year			Since Incept.
Fund – Class I Shares*		14.74	%		9.23	%
MSCI ACWI Minimum Volatility (Net) Index		16.39			10.67
MSCI ACWI (Net) Index		12.59			9.25
*  Date of inception 2/27/17.     Returns for periods greater than one year are annualized.

The performance quoted is past performance and is not a guarantee of future results. Mutual funds are subject to certain market risks. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown. For the most current month-end performance data please call 1-888-310-0416 or visit www.1290Funds.com.

The graph illustrates comparative performance for $10,000 invested in the Class I Shares of the 1290 Low Volatility Global Equity Fund and the MSCI ACWI Minimum Volatility (Net) Index and MSCI ACWI (Net) Index from 2/27/17 to 10/31/19. The performance of each of the MSCI ACWI Minimum Volatility (Net) Index and MSCI ACWI (Net) Index reflects an initial investment at the end of the month closest to the Fund’s inception. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, if any, and does not include a sales charge. The performance of the MSCI ACWI Minimum Volatility (Net) Index and MSCI ACWI (Net) Index does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect reinvestment of all dividends, capital gain distributions, and interest of the securities included in the benchmark.

As of March 1, 2019, the gross expense ratio for Class I shares was 5.28%. The net expense ratio for Class I shares was 0.65%. The net expense ratio reflects the Adviser’s decision to contractually limit expenses through April 30, 2020. Fund Performance may also reflect the waiver of the Fund’s fees and reimbursement of expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower.

In addition, performance shown in this section does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

PERFORMANCE SUMMARY

The Fund’s Class I shares returned 14.74% for the year ended October 31, 2019. The Fund’s benchmarks, the MSCI ACWI Minimum Volatility (Net) Index and the MSCI ACWI (Net) Index, returned 16.39% and 12.59%, respectively over the same year.

Fund Highlights

What helped performance during the year?

• Low volatility outperformed the market cap weighted benchmark for both U.S. and developed equities for the period.

• Relative to the MSCI ACWI (Net) Index, stock selection within domestic and developed equities contributed to positive performance. On a sector basis, an overweight to the real estate and utilities sectors and an underweight to the energy sector benefited relative performance. Stock selection within materials also added to relative performance.

• On a sector basis relative to the MSCI ACWI Minimum Volatility (Net) Index, both an underweight position and stock selection within health care contributed to performance. An overweight to real estate also added to relative to performance.

What hurt performance during the year?

• Stock selection within emerging markets was the largest detractor to performance relative to both the MSCI ACWI Minimum Volatility (Net) and MSCI ACWI (Net) Indices.

• Relative to the MSCI ACWI Minimum Volatility (Net) Index, stock selection in materials, consumer staples and real estate were the top detractors from performance.

• Relative to the MSCI ACWI (Net) Index, an underweight position and stock selection within information technology hurt performance.

Table by Asset Class (as a percentage of Total Investments in Securities) As of October 31, 2019
Equity	100.0	%

Top 10 Holdings (as a percentage of Total Investments in Securities)
As of October 31, 2019
iShares Edge MSCI Min Vol Global ETF	27.5	%
iShares Edge MSCI Min Vol EAFE ETF	13.2
Invesco S&P International Developed Low Volatility ETF	12.8
Invesco S&P MidCap Low Volatility ETF	6.7
Invesco S&P Emerging Markets Low Volatility ETF	6.0
iShares Edge MSCI Min Vol Emerging Markets ETF	6.0
Invesco S&P 500 Low Volatility ETF	5.7
Invesco S&P 500 High Dividend Low Volatility ETF	5.7
iShares Edge MSCI Min Vol USA ETF	5.7
SPDR SSGA US Large Cap Low Volatility Index ETF	4.0
Holdings are subject to change without notice.

83

1290 LOW VOLATILITY GLOBAL EQUITY FUND (Unaudited)

UNDERSTANDING YOUR EXPENSES:

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

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2019 and held for the entire six-month period.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

EXAMPLE

	Beginning Account Value 5/1/19		Ending Account Value 10/31/19		Expenses Paid During Period* 5/1/19 - 10/31/19
Class I
Actual	$	1,000.00	$	1,052.50	$	2.23
Hypothetical (5% average annual return before expenses)		1,000.00		1,023.04		2.19
*  Expenses are equal to the Fund’s Class I shares annualized expense ratio of 0.43%, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

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1290 LOW VOLATILITY GLOBAL EQUITY FUND

PORTFOLIO OF INVESTMENTS

October 31, 2019

	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Equity (100.2%)
Invesco S&P 500 High Dividend Low Volatility ETF		4,830	$	204,695
Invesco S&P 500 Low Volatility ETF		3,560		204,949
Invesco S&P Emerging Markets Low Volatility ETF		9,360		216,497
Invesco S&P International Developed Low Volatility ETF		13,370		462,201
Invesco S&P MidCap Low Volatility ETF		4,500		240,075
Invesco S&P SmallCap Low Volatility ETF		2,420		121,484
iShares Edge MSCI Min Vol EAFE ETF		6,310		473,566
iShares Edge MSCI Min Vol Emerging Markets ETF		3,690		215,348
iShares Edge MSCI Min Vol Global ETF		10,330		988,168
iShares Edge MSCI Min Vol USA ETF		3,190		204,001
SPDR SSGA US Large Cap Low Volatility Index ETF		1,300		144,651
SPDR SSGA US Small Cap Low Volatility Index ETF		1,210		117,987
Total Investments in Securities (100.2%) (Cost $3,101,266)				3,593,622
Other Assets Less Liabilities (-0.2%)				(8,257	)
Net Assets (100%)			$	3,585,365

The following is a summary of the inputs used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2019:

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

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	3,593,622	$	—	$	—	$	3,593,622
Total Assets	$	3,593,622	$	—	$	—	$	3,593,622
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	3,593,622	$	—	$	—	$	3,593,622

The Fund held no derivatives contracts during the year ended October 31, 2019.

Investment security transactions for the year ended October 31, 2019 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	442,402
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	118,595

As of October 31, 2019, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	492,356
Aggregate gross unrealized depreciation		—
Net unrealized appreciation	$	492,356
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	3,101,266

See Notes to Financial Statements.

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STATEMENT OF ASSETS AND LIABILITIES

October 31, 2019

ASSETS
Investments in Securities, at value (Cost $3,101,266)	$	3,593,622
Cash		17,199
Receivable from investment adviser		7,123
Prepaid registration and filing fees		4,527
Receivable for Fund shares sold		3,400
Other assets		37
Total assets		3,625,908
LIABILITIES
Accrued professional fees		31,148
Transfer agent fees payable		1,035
Accrued expenses		8,360
Total liabilities		40,543
NET ASSETS	$	3,585,365
Net assets were comprised of:
Paid in capital	$	3,035,314
Total distributable earnings (loss)		550,051
Net assets	$	3,585,365
Class I
Net asset value and redemption price per share, $3,585,365 / 298,038 shares outstanding (unlimited amount authorized: $0.001 par value)	$	12.03

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2019

INVESTMENT INCOME
Dividends	$	89,032
Interest		427
Total income		89,459
EXPENSES
Professional fees		40,911
Administrative fees		30,003
Registration and filing fees		20,835
Printing and mailing expenses		20,570
Investment advisory fees		16,026
Transfer agent fees		9,545
Custodian fees		3,000
Trustees’ fees		281
Miscellaneous		5,624
Gross expenses		146,795
Less:  Waiver from investment adviser		(46,029	)
Reimbursement from investment adviser		(87,010	)
Net expenses		13,756
NET INVESTMENT INCOME (LOSS)		75,703
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		16,504
Net change in unrealized appreciation (depreciation) on investments in securities		342,520
NET REALIZED AND UNREALIZED GAIN (LOSS)		359,024
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	434,727

STATEMENT OF CHANGES IN NET ASSETS	Year Ended October 31,
	2019			2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	75,703		$	65,544
Net realized gain (loss)		16,504			16,354
Net change in unrealized appreciation (depreciation)		342,520			(56,925	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		434,727			24,973
Distributions to shareholders:
Class I		(88,452	)		(59,429	)
CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 30,470 and 13,323 shares, respectively ]		346,770			146,974
Capital shares issued in reinvestment of dividends [ 560 and 223 shares, respectively ]		5,952			2,429
Capital shares repurchased [ (975) and (4,888) shares, respectively ]		(11,138	)		(53,199	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		341,584			96,204
TOTAL INCREASE (DECREASE) IN NET ASSETS		687,859			61,748
NET ASSETS:
Beginning of year		2,897,506			2,835,758
End of year	$	3,585,365		$	2,897,506

See Notes to Financial Statements.

86

1290 FUNDS

1290 LOW VOLATILITY GLOBAL EQUITY FUND

FINANCIAL HIGHLIGHTS

	Year Ended October 31,						February 27, 2017* to October 31,  2017
Class I	2019			2018
Net asset value, beginning of period	$	10.81		$	10.94		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.27			0.25			0.12
Net realized and unrealized gain (loss)		1.28			(0.16	)		0.82
Total from investment operations		1.55			0.09			0.94
Less distributions:
Dividends from net investment income		(0.27	)		(0.22	)		—
Distributions from net realized gains		(0.06	)		—	#		—
Total dividends and distributions		(0.33	)		(0.22	)		—
Net asset value, end of period	$	12.03		$	10.81		$	10.94
Total return (b)		14.74	%		0.88	%		9.40	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	3,585		$	2,898		$	2,836
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.43	%(j)		0.43	%(j)		0.43	%(j)
Before waivers and reimbursements (a)(f)		4.58	%		5.15	%		4.87	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)(x)		2.36	%		2.24	%		1.66	%(l)
Before waivers and reimbursements (a)(f)(x)		(1.79	)%		(2.49	)%		(2.78	)%(l)
Portfolio turnover rate (z)^		4	%		4	%		0	%‡

* Commencement of Operations.

‡ Less than 0.5%.

# Per share amount is less than $0.005.

^ Portfolio turnover rate excludes derivatives, if any.

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

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

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

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

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

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

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

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

See Notes to Financial Statements.

87

1290 MULTI-ALTERNATIVE STRATEGIES FUND (Unaudited)

INVESTMENT ADVISER

_Ø 1290 Asset Managers^®

PERFORMANCE RESULTS

Annualized Total Returns as of 10/31/19
			1 Year			Since Incept.
Fund – Class A Shares*	without Sales Charge			3.98	%		1.30	%
	with Sales Charge (a	)		(1.71	)		(0.02	)
Fund – Class I Shares*				4.25			1.55
Fund – Class R Shares*				3.74			1.04
ICE BofAML U.S. 3-Month Treasury Bill Index				2.40			1.18
*   Date of inception 7/6/15. (a)  A 5.50% front-end sales charge was deducted.      Returns for periods greater than one year are annualized.

The performance quoted is past performance and is not a guarantee of future results. Mutual funds are subject to certain market risks. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown. For the most current month-end performance data please call 1-888-310-0416 or visit www.1290Funds.com.

The graph illustrates comparative performance for $10,000 invested in the Class I Shares of the 1290 Multi-Alternative Strategies Fund and the ICE BofAML U.S. 3-Month Treasury Bill Index from 7/6/15 to 10/31/19. The performance of the ICE BofAML U.S. 3-Month Treasury Bill Index reflects an initial investment at the end of the month closest to the Fund’s inception. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, if any, and does not include a sales charge. The performance of the ICE BofAML U.S. 3-Month Treasury Bill Index does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect reinvestment of all dividends, capital gain distributions, and interest of the securities included in the benchmark.

As of March 1, 2019, the gross expense ratios for Class A, I and R shares were 2.41%, 2.16% and 2.64%, respectively. The net expense ratios for Class A, I and R shares were 1.65%, 1.40% and 1.90%, respectively. The net expense ratios reflect the Adviser’s decision to contractually limit expenses through April 30, 2020. Fund Performance may also reflect the waiver of the Fund’s fees and reimbursement of expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower.

In addition, performance shown in this section does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

PERFORMANCE SUMMARY

The Fund’s Class I shares returned 4.25% for the year ended October 31, 2019. The Fund’s benchmark, the ICE BofAML U.S. 3-Month Treasury Bill Index, returned 2.40% over the same year.

Fund Highlights

What helped performance during the year*?

• Real estate was the top contributor to performance as yields appeared more attractive in the low to negative interest rate environment. Domestic and global real estate investment trusts (REITs) were up about 24% and 20%, respectively, on an absolute basis for the period.

• Precious metals had strong performance for the period, with silver and gold up about 27% and 25%, respectively.

• While convertible securities lagged the equity markets for the period, the strategy still had strong performance.

What hurt performance during the year*?

• Commodities were the top detractor to performance, largely driven by poor performance in energy prices.

• Positioning within corn and energy were the main drivers of underperformance for the managed futures strategy.

• The value tilt within the long/short equity strategy negatively impacted performance as growth continued to outperform value.

* The Fund does not hold a position in any single security directly but has exposure through ETFs.

Table by Asset Class (as a percentage of Total Investments in Securities)
As of October 31, 2019
Alternatives	45.8	%
Fixed Income	18.0
Commodity	16.4
Equity	10.5
Specialty	9.3

Top 10 Holdings (as a percentage of Total Investments in Securities)
As of October 31, 2019
JPMorgan Diversified Alternatives ETF	9.6	%
ProShares Hedge Replication ETF	9.4
IQ Merger Arbitrage ETF	9.4
Invesco DB G10 Currency Harvest Fund	9.3
SPDR Bloomberg Barclays Convertible Securities ETF	9.1
WisdomTree Managed Futures Strategy Fund	8.9
Invesco DB Gold Fund	6.5
iShares Core US REIT ETF	4.5
Vanguard Global ex-U.S. Real Estate ETF	4.5
iShares TIPS Bond ETF	4.5
Holdings are subject to change without notice.

88

1290 MULTI-ALTERNATIVE STRATEGIES FUND (Unaudited)

UNDERSTANDING YOUR EXPENSES:

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

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees (in the case of Class A and Class R shares of the Fund), and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2019 and held for the entire six-month period.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

EXAMPLE

	Beginning Account Value 5/1/19		Ending Account Value 10/31/19		Expenses Paid During Period* 5/1/19 - 10/31/19
Class A
Actual		$1,000.00		$1,011.80		$5.20
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.04		5.22
Class I
Actual		1,000.00		1,013.70		3.93
Hypothetical (5% average annual return before expenses)		1,000.00		1,021.30		3.95
Class R
Actual		1,000.00		1,010.80		6.46
Hypothetical (5% average annual return before expenses)		1,000.00		1,018.78		6.48
*  Expenses are equal to the Fund’s Class A, I and R shares annualized expense ratios of 1.02%, 0.77% and 1.27%, respectively, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

89

1290 FUNDS

1290 MULTI-ALTERNATIVE STRATEGIES FUND

PORTFOLIO OF INVESTMENTS

October 31, 2019

	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Alternatives (45.6%)
IQ Merger Arbitrage ETF*		53,360	$	1,739,003
JPMorgan Diversified Alternatives ETF*		70,820		1,766,959
JPMorgan Long/Short ETF*		34,700		764,375
ProShares Hedge Replication ETF		37,960		1,740,105
ProShares RAFI Long/Short‡		23,000		798,675
WisdomTree Managed Futures Strategy Fund		43,630		1,640,488
Total Alternatives				8,449,605
Commodity (16.3%)
Invesco DB Base Metals Fund		17,600		268,752
Invesco DB Commodity Index Tracking Fund		50,780		778,457
Invesco DB Gold Fund		26,070		1,200,784
Invesco DB Precious Metals Fund		2,860		120,692
Invesco DB Silver Fund		4,020		106,180
iShares Commodities Select Strategy ETF		17,470		555,197
Total Commodity				3,030,062
Equity (10.5%)
iShares Core US REIT ETF		14,940		841,869
iShares MSCI Global Agriculture Producers ETF		9,870		273,158
Vanguard Global ex-U.S. Real Estate ETF		13,660		831,894
Total Equity				1,946,921
Fixed Income (17.9%)
iShares TIPS Bond ETF		7,090		822,865
SPDR Bloomberg Barclays Convertible Securities ETF		31,470		1,675,778
Vanguard Short-Term Inflation-Protected Securities ETF		16,550		813,929
Total Fixed Income				3,312,572
Specialty (9.3%)
Invesco DB G10 Currency Harvest Fund‡		70,890		1,714,829
Total Investments in Securities (99.6%) (Cost $17,827,410)				18,453,989
Other Assets Less Liabilities (0.4%)				72,173
Net Assets (100%)			$	18,526,162

* Non-income producing.

‡ All, or a portion, of the security is an affiliated company as defined under the Investment Company Act of 1940.

Glossary:

TIPS — Treasury Inflation Protected Security

Investments in companies which were affiliates for the year ended October 31, 2019, were as follows:

Security Description	Shares at October 31, 2019		Market Value October 31, 2018 ($)		Purchases at Cost ($)		Proceeds from Sales ($)			Net Realized Gain (Loss) ($)			Change in Unrealized Appreciation/ (Depreciation) ($)			Market Value October 31, 2019 ($)		Dividend/ Interest Income ($)		Capital Gain Distributions ($)
EXCHANGE TRADED FUNDS (ETF):
Specialty
Invesco DB G10 Currency Harvest Fund		70,890		1,772,352		—		(36,591	)		1,449			(22,381	)		1,714,829		19,549		—
Alternatives
ProShares RAFI Long/Short		23,000		1,713,241		—		(834,425	)		(135,408	)		55,267			798,675		28,951		—
Total				3,485,593		—		(871,016	)		(133,959	)		32,886			2,513,504		48,500		—

See Notes to Financial Statements.

90

1290 FUNDS

1290 MULTI-ALTERNATIVE STRATEGIES FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

The following is a summary of the inputs used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2019:

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

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	18,453,989	$	—	$	—	$	18,453,989
Total Assets	$	18,453,989	$	—	$	—	$	18,453,989
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	18,453,989	$	—	$	—	$	18,453,989

The Fund held no derivatives contracts during the year ended October 31, 2019.

Investment security transactions for the year ended October 31, 2019 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	1,462,833
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	2,584,068

As of October 31, 2019, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,021,002
Aggregate gross unrealized depreciation		(335,854	)
Net unrealized appreciation	$	685,148
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	17,768,841

See Notes to Financial Statements.

91

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1290 MULTI-ALTERNATIVE STRATEGIES FUND

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2019

ASSETS
Investments in Securities, at value:
Affiliated Issuers (Cost $2,573,144)	$	2,513,504
Unaffiliated Issuers (Cost $15,254,266)		15,940,485
Cash		111,407
Prepaid registration and filing fees		15,166
Receivable for Fund shares sold		50
Other assets		300
Total assets		18,580,912
LIABILITIES
Payable for Fund shares redeemed		4,825
Transfer agent fees payable		4,021
Administrative fees payable		1,005
Distribution fees payable – Class A		133
Distribution fees payable – Class R		48
Accrued expenses		44,718
Total liabilities		54,750
NET ASSETS	$	18,526,162
Net assets were comprised of:
Paid in capital	$	17,878,370
Total distributable earnings (loss)		647,792
Net assets	$	18,526,162
Class A
Net asset value and redemption price per share, $627,178 / 60,757 shares outstanding (unlimited amount authorized: $0.001 par value)	$	10.32
Maximum sales charge (5.50% of offering price)		0.60
Maximum offering price per share	$	10.92
Class I
Net asset value and redemption price per share, $17,783,453 / 1,719,769 shares outstanding (unlimited amount authorized: $0.001 par value)	$	10.34
Class R
Net asset value and redemption price per share, $115,531 / 11,248 shares outstanding (unlimited amount authorized: $0.001 par value)	$	10.27

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2019

INVESTMENT INCOME
Dividends ($48,500 of dividend income received from affiliates)	$	396,859
Interest		1,693
Total income		398,552
EXPENSES
Investment advisory fees		93,151
Professional fees		57,549
Transfer agent fees		36,900
Registration and filing fees		34,287
Administrative fees		30,004
Printing and mailing expenses		28,401
Custodian fees		2,600
Distribution fees – Class A		1,812
Trustees’ fees		1,687
Distribution fees – Class R		544
Miscellaneous		19,706
Gross expenses		306,641
Less:  Waiver from investment adviser		(123,155	)
Reimbursement from investment adviser		(28,971	)
Net expenses		154,515
NET INVESTMENT INCOME (LOSS)		244,037
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities ($(133,959) of realized gain (loss) from affiliates)		(50,597	)
Net change in unrealized appreciation (depreciation) on investments in securities ($32,886 of change in unrealized appreciation (depreciation) from affiliates)		583,673
NET REALIZED AND UNREALIZED GAIN (LOSS)		533,076
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	777,113

See Notes to Financial Statements.

92

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1290 MULTI-ALTERNATIVE STRATEGIES FUND

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended October 31,
	2019			2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	244,037		$	118,683
Net realized gain (loss)		(50,597	)		(452	)
Net change in unrealized appreciation (depreciation)		583,673			(379,307	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		777,113			(261,076	)
Distributions to shareholders:
Class A		(7,113	)		(2,431	)
Class I		(217,148	)		(102,929	)
Class R		(740	)		(2,024	)
Total distributions to shareholders		(225,001	)		(107,384	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 5,825 and 24,928 shares, respectively ]		59,103			254,309
Capital shares issued in reinvestment of dividends [ 623 and 201 shares, respectively ]		6,163			2,048
Capital shares repurchased [ (28,247) and (7,078) shares, respectively ]		(286,221	)		(72,391	)
Total Class A transactions		(220,955	)		183,966
Class I
Capital shares sold [ 178,038 and 320,848 shares, respectively ]		1,799,614			3,286,660
Capital shares issued in reinvestment of dividends [ 9,966 and 4,035 shares, respectively ]		98,568			40,993
Capital shares repurchased [ (276,662) and (115,451) shares, respectively ]		(2,793,490	)		(1,179,390	)
Total Class I transactions		(895,308	)		2,148,263
Class R
Capital shares sold [ 703 and 44,922 shares, respectively ]		7,121			456,502
Capital shares issued in reinvestment of dividends [ 4 and 162 shares, respectively ]		40			1,641
Capital shares repurchased [ (22) and (44,791) shares, respectively ]		(223	)		(460,156	)
Total Class R transactions		6,938			(2,013	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		(1,109,325	)		2,330,216
TOTAL INCREASE (DECREASE) IN NET ASSETS		(557,213	)		1,961,756
NET ASSETS:
Beginning of year		19,083,375			17,121,619
End of year	$	18,526,162		$	19,083,375

See Notes to Financial Statements.

93

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1290 MULTI-ALTERNATIVE STRATEGIES FUND

FINANCIAL HIGHLIGHTS

	Year Ended October 31,												July 6, 2015* to October 31,  2015
Class A	2019			2018			2017			2016
Net asset value, beginning of period	$	10.02		$	10.21		$	9.97		$	9.70		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.11			0.04			0.02			0.01			(0.01	)
Net realized and unrealized gain (loss)		0.28			(0.19	)		0.26			0.33			(0.29	)
Total from investment operations		0.39			(0.15	)		0.28			0.34			(0.30	)
Less distributions:
Dividends from net investment income		(0.04	)		—			(0.01	)		(0.05	)		—
Distributions from net realized gains		(0.05	)		(0.04	)		(0.03	)		—			—
Return of capital		—			—			—			(0.02	)		—
Total dividends and distributions		(0.09	)		(0.04	)		(0.04	)		(0.07	)		—
Net asset value, end of period	$	10.32		$	10.02		$	10.21		$	9.97		$	9.70
Total return (b)		3.98	%		(1.49	)%		2.78	%		3.53	%		(3.00	)%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	627		$	827		$	659		$	410		$	112
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		1.07	%**(j)		1.03	%(k)		1.00	%(k)		0.98	%(k)		0.96	%(k)
Before waivers and reimbursements (a)(f)		1.89	%		1.79	%		2.08	%		2.62	%		2.26	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)(x)		1.12	%		0.39	%		0.20	%		0.10	%		(0.25	)%(l)
Before waivers and reimbursements (a)(f)(x)		0.30	%		(0.37	)%		(0.88	)%		(1.55	)%		(1.55	)%(l)
Portfolio turnover rate (z)^		8	%		5	%		13	%		2	%		0	%
	Year Ended October 31,												July 6, 2015* to October 31, 2015
Class I	2019			2018			2017			2016
Net asset value, beginning of period	$	10.04		$	10.23		$	9.99		$	9.71		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.13			0.07			0.05			0.05			—	#
Net realized and unrealized gain (loss)		0.29			(0.20	)		0.25			0.31			(0.29	)
Total from investment operations		0.42			(0.13	)		0.30			0.36			(0.29	)
Less distributions:
Dividends from net investment income		(0.07	)		(0.02	)		(0.03	)		(0.05	)		—
Distributions from net realized gains		(0.05	)		(0.04	)		(0.03	)		—			—
Return of capital		—			—			—			(0.03	)		—
Total dividends and distributions		(0.12	)		(0.06	)		(0.06	)		(0.08	)		—
Net asset value, end of period	$	10.34		$	10.04		$	10.23		$	9.99		$	9.71
Total return (b)		4.25	%		(1.25	)%		3.04	%		3.76	%		(2.90	)%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	17,783		$	18,151		$	16,358		$	12,233		$	9,591
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.82	%**(j)		0.78	%(k)		0.75	%(k)		0.73	%(k)		0.72	%(k)
Before waivers and reimbursements (a)(f)		1.63	%		1.54	%		1.82	%		2.24	%		1.97	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)(x)		1.32	%		0.66	%		0.45	%		0.50	%		(0.03	)%(l)
Before waivers and reimbursements (a)(f)(x)		0.50	%		(0.11	)%		(0.62	)%		(1.02	)%		(1.29	)%(l)
Portfolio turnover rate (z)^		8	%		5	%		13	%		2	%		0	%

See Notes to Financial Statements.

94

1290 FUNDS

1290 MULTI-ALTERNATIVE STRATEGIES FUND

FINANCIAL HIGHLIGHTS (Continued)

	Year Ended October 31,												July 6, 2015* to October 31,  2015
Class R	2019			2018			2017			2016
Net asset value, beginning of period	$	9.97		$	10.19		$	9.95		$	9.69		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.08			0.03			—	#		—	#		(0.02	)
Net realized and unrealized gain (loss)		0.29			(0.21	)		0.27			0.32			(0.29	)
Total from investment operations		0.37			(0.18	)		0.27			0.32			(0.31	)
Less distributions:
Dividends from net investment income		(0.02	)		—			—			(0.04	)		—
Distributions from net realized gains		(0.05	)		(0.04	)		(0.03	)		—			—
Return of capital		—			—			—			(0.02	)		—
Total dividends and distributions		(0.07	)		(0.04	)		(0.03	)		(0.06	)		—
Net asset value, end of period	$	10.27		$	9.97		$	10.19		$	9.95		$	9.69
Total return (b)		3.74	%		(1.79	)%		2.53	%		3.30	%		(3.10	)%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	116		$	105		$	105		$	101		$	97
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		1.32	%**(j)		1.26	%(k)		1.25	%(k)		1.22	%(k)		1.21	%(k)
Before waivers and reimbursements (a)(f)		2.13	%		2.02	%		2.32	%		2.73	%		2.47	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)(x)		0.78	%		0.27	%		(0.02	)%		0.02	%		(0.53	)%(l)
Before waivers and reimbursements (a)(f)(x)		(0.04	)%		(0.49	)%		(1.08	)%		(1.50	)%		(1.78	)%(l)
Portfolio turnover rate (z)^		8	%		5	%		13	%		2	%		0	%

* Commencement of Operations.

** Includes excise tax expense of 0.04%.

# Per share amount is less than $0.005.

^ Portfolio turnover rate excludes derivatives, if any.

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

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

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

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

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

(k) Including direct and indirect expenses, the net expense ratio after waivers and reimbursements would be 1.65% for Class A, 1.40% for Class I and 1.90% for Class R.

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

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

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

See Notes to Financial Statements.

95

1290 RETIREMENT 2020 FUND (Unaudited)

INVESTMENT ADVISER

_Ø 1290 Asset Managers^®

PERFORMANCE RESULTS

Annualized Total Returns as of 10/31/19
	1 Year			Since Incept.
Fund – Class I Shares*		12.37	%		7.08	%
S&P Target Date 2020 Index		10.57			6.54
*  Date of inception 2/27/17.     Returns for periods greater than one year are annualized.

The performance quoted is past performance and is not a guarantee of future results. Mutual funds are subject to certain market risks. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown. For the most current month-end performance data please call 1-888-310-0416 or visit www.1290Funds.com.

The graph illustrates comparative performance for $10,000 invested in the Class I Shares of the 1290 Retirement 2020 Fund and the S&P Target Date 2020 Index from 2/27/17 to 10/31/19. The performance of the S&P Target Date 2020 Index reflects an initial investment at the end of the month closest to the Fund’s inception. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, if any, and does not include a sales charge. The performance of the S&P Target Date 2020 Index does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect reinvestment of all dividends, capital gain distributions, and interest of the securities included in the benchmark.

As of March 1, 2019, the gross expense ratio for Class I shares was 3.98%. The net expense ratio for Class I shares was 0.65%. The net expense ratio reflects the Adviser’s decision to contractually limit expenses through April 30, 2020. Fund Performance may also reflect the waiver of the Fund’s fees and reimbursement of expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower.

In addition, performance shown in this section does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

PERFORMANCE SUMMARY

The Fund’s Class I shares returned 12.37% for the year ended October 31, 2019. The Fund’s benchmark, the S&P Target Date 2020 Index, returned 10.57% over the same year.

Overview

Each 1290 Retirement Fund’s (as defined in the Notes to the Financial Statements) performance will reflect the performance of the underlying asset classes and depends upon their percentage weighting within the Fund. Here’s why: The 1290 Retirement Funds are managed to target a specific year of planned retirement. The asset mix will become more conservative each year, until about 10 years after the target retirement year, when it will become relatively stable. The 1290 Retirement Funds balance the need for appreciation with the need for income as retirement approaches and focus on supporting an income stream over a long-term retirement withdrawal horizon. To achieve its asset class exposure, each 1290 Retirement Fund invests in exchange-traded funds (ETFs) representing various equity and bond asset classes. Because of this, each of the 1290 Retirement Fund’s performance will be a function of the asset class performance and the percentage weighting of each asset class in the 1290 Retirement Fund. Current target and actual allocations, as well as performance, are available in a separate quarterly Fund Fact Sheet.

Fund Highlights

What helped performance during the year?

• The primary driver of outperformance was the fact that the low volatility tilt of the Fund outperformed the market cap weighted benchmark within both domestic and developed markets equities.

• Within fixed income, an overweight to intermediate bonds and an underweight to short duration bonds relative to the benchmark added to performance.

What hurt performance during the year?

• While low volatility benefited domestic and developed markets equities, it was not beneficial within the emerging markets equities as market cap outperformed in that segment of the benchmark.

• Within domestic equities, a higher allocation to small cap equities relative to the benchmark detracted from performance as large cap equities were the best performer for the period.

Table by Asset Class (as a percentage of Total Investments in Securities) As of October 31, 2019
Equity	53.5	%
Fixed Income	46.5

96

1290 RETIREMENT 2020 FUND (Unaudited)

Top 10 Holdings (as a percentage of Total Investments in Securities) As of October 31, 2019
iShares Core U.S. Aggregate Bond ETF	29.0	%
iShares Core S&P Total US Stock Market ETF	18.4
iShares TIPS Bond ETF	6.8
iShares Core MSCI EAFE ETF	6.4
Invesco S&P 500 Low Volatility ETF	6.1
iShares Edge MSCI Min Vol USA ETF	6.0
Vanguard Short-Term Bond ETF	4.1
iShares Edge MSCI Min Vol EAFE ETF	3.4
Invesco S&P MidCap Low Volatility ETF	3.3
SPDR Bloomberg Barclays High Yield Bond ETF	3.3
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

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

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2019 and held for the entire six-month period.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

EXAMPLE

	Beginning Account Value 5/1/19		Ending Account Value 10/31/19		Expenses Paid During Period* 5/1/19 - 10/31/19
Class I
Actual	$	1,000.00	$	1,045.20	$	2.76
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.51		2.73
*  Expenses are equal to the Fund’s Class I shares annualized expense ratio of 0.54%, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

97

1290 FUNDS

1290 RETIREMENT 2020 FUND

PORTFOLIO OF INVESTMENTS

October 31, 2019

	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Equity (53.4%)
Invesco S&P 500 Low Volatility ETF		11,460	$	659,752
Invesco S&P Emerging Markets Low Volatility ETF		3,540		81,880
Invesco S&P International Developed Low Volatility ETF		9,880		341,552
Invesco S&P MidCap Low Volatility ETF		6,760		360,646
Invesco S&P SmallCap Low Volatility ETF		3,580		179,716
iShares Core MSCI EAFE ETF		10,890		688,575
iShares Core MSCI Emerging Markets ETF		3,760		192,399
iShares Core S&P Total US Stock Market ETF		28,990		1,986,975
iShares Edge MSCI Min Vol EAFE ETF		4,840		363,242
iShares Edge MSCI Min Vol Emerging Markets ETF		1,420		82,871
iShares Edge MSCI Min Vol USA ETF		10,190		651,650
SPDR SSGA US Small Cap Low Volatility Index ETF		1,780		173,568
Total Equity				5,762,826
Fixed Income (46.5%)
iShares Core U.S. Aggregate Bond ETF		27,590		3,121,808
iShares TIPS Bond ETF		6,350		736,981
SPDR Bloomberg Barclays High Yield Bond ETF		3,326		359,840
Vanguard Short-Term Bond ETF		5,450		441,287
Vanguard Total International Bond ETF		6,130		358,544
Total Fixed Income				5,018,460
Total Investments in Securities (99.9%) (Cost $10,076,812)				10,781,286
Other Assets Less Liabilities (0.1%)				9,314
Net Assets (100%)			$	10,790,600

Glossary:

TIPS — Treasury Inflation Protected Security

The following is a summary of the inputs used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2019:

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

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	10,781,286	$	—	$	—	$	10,781,286
Total Assets	$	10,781,286	$	—	$	—	$	10,781,286
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	10,781,286	$	—	$	—	$	10,781,286

The Fund held no derivatives contracts during the year ended October 31, 2019.

Investment security transactions for the year ended October 31, 2019 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	3,930,342
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	1,675,005

See Notes to Financial Statements.

98

1290 FUNDS

1290 RETIREMENT 2020 FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

As of October 31, 2019, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	699,905
Aggregate gross unrealized depreciation		(3,299	)
Net unrealized appreciation	$	696,606
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	10,084,680

See Notes to Financial Statements.

99

1290 FUNDS

1290 RETIREMENT 2020 FUND

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2019

ASSETS
Investments in Securities, at value (Cost $10,076,812)	$	10,781,286
Cash		35,873
Receivable from investment adviser		10,766
Prepaid registration and filing fees		4,966
Receivable for Fund shares sold		571
Other assets		192
Total assets		10,833,654
LIABILITIES
Transfer agent fees payable		873
Accrued expenses		42,181
Total liabilities		43,054
NET ASSETS	$	10,790,600
Net assets were comprised of:
Paid in capital	$	9,793,548
Total distributable earnings (loss)		997,052
Net assets	$	10,790,600
Class I
Net asset value and redemption price per share, $10,790,600 / 933,014 shares outstanding (unlimited amount authorized: $0.001 par value)	$	11.57

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2019

INVESTMENT INCOME
Dividends	$	250,424
Interest		1,051
Total income		251,475
EXPENSES
Investment advisory fees		47,602
Professional fees		47,436
Administrative fees		30,005
Printing and mailing expenses		28,947
Registration and filing fees		21,440
Transfer agent fees		9,300
Custodian fees		4,800
Trustees’ fees		814
Miscellaneous		8,985
Gross expenses		199,329
Less:  Waiver from investment adviser		(77,607	)
Reimbursement from investment adviser		(70,515	)
Net expenses		51,207
NET INVESTMENT INCOME (LOSS)		200,268
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		144,290
Net distributions of realized gain received from underlying funds		71
Net realized gain (loss)		144,361
Net change in unrealized appreciation (depreciation) on investments in securities		762,470
NET REALIZED AND UNREALIZED GAIN (LOSS)		906,831
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	1,107,099

See Notes to Financial Statements.

100

1290 FUNDS

1290 RETIREMENT 2020 FUND

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended October 31,
	2019			2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	200,268		$	76,935
Net realized gain (loss)		144,361			29,108
Net change in unrealized appreciation (depreciation)		762,470			(190,498	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		1,107,099			(84,455	)
Distributions to shareholders:
Class I		(142,418	)		(49,502	)
CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 364,955 and 511,333 shares, respectively ]		3,974,381			5,469,555
Capital shares issued in reinvestment of dividends [ 9,100 and 0# shares, respectively ]		93,918			2
Capital shares repurchased [ (170,980) and (31,404) shares, respectively ]		(1,901,097	)		(342,217	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		2,167,202			5,127,340
TOTAL INCREASE (DECREASE) IN NET ASSETS		3,131,883			4,993,383
NET ASSETS:
Beginning of year		7,658,717			2,665,334
End of year	$	10,790,600		$	7,658,717
#  Number of shares is less than 0.5.

See Notes to Financial Statements.

101

1290 FUNDS

1290 RETIREMENT 2020 FUND

FINANCIAL HIGHLIGHTS

	Year Ended October 31,						February 27, 2017* to October 31, 2017
Class I	2019			2018
Net asset value, beginning of period	$	10.49		$	10.66		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.23			0.20			0.12
Net realized and unrealized gain (loss)		1.05			(0.17	)		0.54
Total from investment operations		1.28			0.03			0.66
Less distributions:
Dividends from net investment income		(0.15	)		(0.18	)		—
Distributions from net realized gains		(0.05	)		(0.02	)		—
Total dividends and distributions		(0.20	)		(0.20	)		—
Net asset value, end of period	$	11.57		$	10.49		$	10.66
Total return (b)		12.37	%		0.24	%		6.60	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	10,791		$	7,659		$	2,665
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.54	%(j)		0.53	%(j)		0.53	%(j)
Before waivers and reimbursements (a)(f)		2.09	%		3.93	%		5.32	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)(x)		2.10	%		1.88	%		1.66	%(l)
Before waivers and reimbursements (a)(f)(x)		0.55	%		(1.52	)%		(3.13	)%(l)
Portfolio turnover rate (z)^		18	%		8	%		2	%

* Commencement of Operations.

^ Portfolio turnover rate excludes derivatives, if any.

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

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

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

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

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

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

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

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

See Notes to Financial Statements.

102

1290 RETIREMENT 2025 FUND (Unaudited)

INVESTMENT ADVISER

_Ø 1290 Asset Managers^®

PERFORMANCE RESULTS

Annualized Total Returns as of 10/31/19
	1 Year			Since Incept.
Fund – Class I Shares*		12.99	%		7.78	%
S&P Target Date 2025 Index		10.95			7.07
*  Date of inception 2/27/17.     Returns for periods greater than one year are annualized.

The performance quoted is past performance and is not a guarantee of future results. Mutual funds are subject to certain market risks. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown. For the most current month-end performance data please call 1-888-310-0416 or visit www.1290Funds.com.

The graph illustrates comparative performance for $10,000 invested in the Class I Shares of the 1290 Retirement 2025 Fund and the S&P Target Date 2025 Index from 2/27/17 to 10/31/19. The performance of the S&P Target Date 2025 Index reflects an initial investment at the end of the month closest to the Fund’s inception. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, if any, and does not include a sales charge. The performance of the S&P Target Date 2025 Index does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect reinvestment of all dividends, capital gain distributions, and interest of the securities included in the benchmark.

As of March 1, 2019, the gross expense ratio for Class I shares was 3.30%. The net expense ratio for Class I shares was 0.65%. The net expense ratio reflects the Adviser’s decision to contractually limit expenses through April 30, 2020. Fund Performance may also reflect the waiver of the Fund’s fees and reimbursement of expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower.

In addition, performance shown in this section does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

PERFORMANCE SUMMARY

The Fund’s Class I shares returned 12.99% for the year ended October 31, 2019. The Fund’s benchmark, the S&P Target Date 2025 Index, returned 10.95% over the same year.

Overview

Each 1290 Retirement Fund’s (as defined in the Notes to the Financial Statements) performance will reflect the performance of the underlying asset classes and depends upon their percentage weighting within the Fund. Here’s why: The 1290 Retirement Funds are managed to target a specific year of planned retirement. The asset mix will become more conservative each year, until about 10 years after the target retirement year, when it will become relatively stable. The 1290 Retirement Funds balance the need for appreciation with the need for income as retirement approaches and focus on supporting an income stream over a long-term retirement withdrawal horizon. To achieve its asset class exposure, each 1290 Retirement Fund invests in exchange-traded funds (ETFs) representing various equity and bond asset classes. Because of this, each of the 1290 Retirement Fund’s performance will be a function of the asset class performance and the percentage weighting of each asset class in the 1290 Retirement Fund. Current target and actual allocations, as well as performance, are available in a separate quarterly Fund Fact Sheet.

Fund Highlights

What helped performance during the year?

• The primary driver of outperformance was the fact that the low volatility tilt of the Fund outperformed the market cap weighted benchmark within both domestic and developed markets equities.

• Within fixed income, an overweight to intermediate bonds and an underweight to short duration bonds relative to the Fund benchmark added to performance.

What hurt performance during the year?

• While low volatility benefited domestic and developed markets equities, it was not beneficial within the emerging markets equities as market cap outperformed in that segment of the benchmark.

• Within domestic equities, a higher allocation to small cap equities relative to the benchmark detracted from performance as large cap equities were the best performer for the period.

• Having no dedicated position in real estate hurt performance, as the sector was up over 24% for the period.

Table by Asset Class (as a percentage of Total Investments in Securities) As of October 31, 2019
Equity	62.8	%
Fixed Income	37.2

103

1290 RETIREMENT 2025 FUND (Unaudited)

Top 10 Holdings (as a percentage of Total Investments in Securities) As of October 31, 2019
iShares Core U.S. Aggregate Bond ETF	26.8	%
iShares Core S&P Total US Stock Market ETF	21.6
iShares Core MSCI EAFE ETF	8.0
iShares Edge MSCI Min Vol USA ETF	7.0
Invesco S&P 500 Low Volatility ETF	7.0
iShares TIPS Bond ETF	5.6
Invesco S&P MidCap Low Volatility ETF	4.0
iShares Edge MSCI Min Vol EAFE ETF	3.9
Invesco S&P International Developed Low Volatility ETF	3.8
Invesco S&P SmallCap Low Volatility ETF	1.9
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

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

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2019 and held for the entire six-month period.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

EXAMPLE

	Beginning Account Value 5/1/19		Ending Account Value 10/31/19		Expenses Paid During Period* 5/1/19 - 10/31/19
Class I
Actual	$	1,000.00	$	1,046.10	$	2.77
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.50		2.74
*  Expenses are equal to the Fund’s Class I shares annualized expense ratio of 0.54%, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

104

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PORTFOLIO OF INVESTMENTS

October 31, 2019

	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Equity (62.8%)
Invesco S&P 500 Low Volatility ETF		23,220	$	1,336,775
Invesco S&P Emerging Markets Low Volatility ETF		7,970		184,346
Invesco S&P International Developed Low Volatility ETF		21,240		734,267
Invesco S&P MidCap Low Volatility ETF		14,410		768,773
Invesco S&P SmallCap Low Volatility ETF		7,250		363,950
iShares Core MSCI EAFE ETF		24,320		1,537,754
iShares Core MSCI Emerging Markets ETF		7,030		359,725
iShares Core S&P Total US Stock Market ETF		60,670		4,158,322
iShares Edge MSCI Min Vol EAFE ETF		9,940		745,997
iShares Edge MSCI Min Vol Emerging Markets ETF		2,960		172,746
iShares Edge MSCI Min Vol USA ETF		21,110		1,349,984
SPDR SSGA US Small Cap Low Volatility Index ETF		3,600		351,036
Total Equity				12,063,675
Fixed Income (37.3%)
iShares Core U.S. Aggregate Bond ETF		45,520		5,150,588
iShares TIPS Bond ETF		9,300		1,079,358
SPDR Bloomberg Barclays High Yield Bond ETF		2,726		294,926
Vanguard Short-Term Bond ETF		4,450		360,317
Vanguard Total International Bond ETF		4,570		267,299
Total Fixed Income				7,152,488
Total Investments in Securities (100.1%) (Cost $18,013,339)				19,216,163
Other Assets Less Liabilities (-0.1%)				(13,778	)
Net Assets (100%)			$	19,202,385

The following is a summary of the inputs used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2019:

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

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	19,216,163	$	—	$	—	$	19,216,163
Total Assets	$	19,216,163	$	—	$	—	$	19,216,163
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	19,216,163	$	—	$	—	$	19,216,163

The Fund held no derivatives contracts during the year ended October 31, 2019.

Investment security transactions for the year ended October 31, 2019 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	10,938,238
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	3,629,674

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

As of October 31, 2019, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,186,330
Aggregate gross unrealized depreciation		(6,128	)
Net unrealized appreciation	$	1,180,202
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	18,035,961

See Notes to Financial Statements.

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STATEMENT OF ASSETS AND LIABILITIES

October 31, 2019

ASSETS
Investments in Securities, at value (Cost $18,013,339)	$	19,216,163
Cash		8,347
Receivable from investment adviser		13,370
Prepaid registration and filing fees		5,352
Receivable for Fund shares sold		3,545
Dividends, interest and other receivables		224
Other assets		392
Total assets		19,247,393
LIABILITIES
Transfer agent fees payable		913
Accrued expenses		44,095
Total liabilities		45,008
NET ASSETS	$	19,202,385
Net assets were comprised of:
Paid in capital	$	17,425,923
Total distributable earnings (loss)		1,776,462
Net assets	$	19,202,385
Class I
Net asset value and redemption price per share, $19,202,385 / 1,625,687 shares outstanding (unlimited amount authorized: $0.001 par value)	$	11.81

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2019

INVESTMENT INCOME
Dividends	$	398,258
Interest		1,278
Total income		399,536
EXPENSES
Investment advisory fees		79,095
Professional fees		53,937
Printing and mailing expenses		36,609
Administrative fees		30,008
Registration and filing fees		21,837
Transfer agent fees		9,340
Custodian fees		5,400
Trustees’ fees		1,324
Miscellaneous		11,924
Gross expenses		249,474
Less:  Waiver from investment adviser		(109,103	)
Reimbursement from investment adviser		(55,016	)
Net expenses		85,355
NET INVESTMENT INCOME (LOSS)		314,181
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		326,586
Net distributions of realized gain received from underlying funds		71
Net realized gain (loss)		326,657
Net change in unrealized appreciation (depreciation) on investments in securities		1,336,178
NET REALIZED AND UNREALIZED GAIN (LOSS)		1,662,835
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	1,977,016

STATEMENT OF CHANGES IN NET ASSETS	Year Ended October 31,
	2019			2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	314,181		$	99,645
Net realized gain (loss)		326,657			25,293
Net change in unrealized appreciation (depreciation)		1,336,178			(289,343	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		1,977,016			(164,405	)
Distributions to shareholders:
Class I		(176,541	)		(49,002	)
CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 1,042,196 and 736,783 shares, respectively ]		11,528,327			8,015,082
Capital shares issued in reinvestment of dividends [ 12,850 and 0# shares, respectively ]		134,540			2
Capital shares repurchased [ (397,479) and (18,673) shares, respectively ]		(4,546,482	)		(204,206	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		7,116,385			7,810,878
TOTAL INCREASE (DECREASE) IN NET ASSETS		8,916,860			7,597,471
NET ASSETS:
Beginning of year		10,285,525			2,688,054
End of year	$	19,202,385		$	10,285,525
#  Number of shares is less than 0.5.

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS

	Year Ended October 31,						February 27, 2017* to October 31, 2017
Class I	2019			2018
Net asset value, beginning of period	$	10.62		$	10.75		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.22			0.21			0.11
Net realized and unrealized gain (loss)		1.14			(0.14	)		0.64
Total from investment operations		1.36			0.07			0.75
Less distributions:
Dividends from net investment income		(0.14	)		(0.18	)		—
Distributions from net realized gains		(0.03	)		(0.02	)		—
Total dividends and distributions		(0.17	)		(0.20	)		—
Net asset value, end of period	$	11.81		$	10.62		$	10.75
Total return (b)		12.99	%		0.60	%		7.50	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	19,202		$	10,286		$	2,688
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.54	%(j)		0.54	%(j)		0.53	%(j)
Before waivers and reimbursements (a)(f)		1.58	%		3.23	%		5.30	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)(x)		1.99	%		1.91	%		1.62	%(l)
Before waivers and reimbursements (a)(f)(x)		0.95	%		(0.79	)%		(3.15	)%(l)
Portfolio turnover rate (z)^		23	%		4	%		2	%

* Commencement of Operations.

^ Portfolio turnover rate excludes derivatives, if any.

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

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

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

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

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

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

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

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

See Notes to Financial Statements.

108

1290 RETIREMENT 2030 FUND (Unaudited)

INVESTMENT ADVISER

_Ø 1290 Asset Managers^®

PERFORMANCE RESULTS

Annualized Total Returns as of 10/31/19
	1 Year			Since Incept.
Fund – Class I Shares*		13.56	%		8.21	%
S&P Target Date 2030 Index		11.27			7.55
*  Date of inception 2/27/17.     Returns for periods greater than one year are annualized.

The performance quoted is past performance and is not a guarantee of future results. Mutual funds are subject to certain market risks. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown. For the most current month-end performance data please call 1-888-310-0416 or visit www.1290Funds.com.

The graph illustrates comparative performance for $10,000 invested in the Class I Shares of the 1290 Retirement 2030 Fund and the S&P Target Date 2030 Index from 2/27/17 to 10/31/19. The performance of the S&P Target Date 2030 Index reflects an initial investment at the end of the month closest to the Fund’s inception. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, if any, and does not include a sales charge. The performance of the S&P Target Date 2030 Index does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect reinvestment of all dividends, capital gain distributions, and interest of the securities included in the benchmark.

As of March 1, 2019, the gross expense ratio for Class I shares was 4.76%. The net expense ratio for Class I shares was 0.65%. The net expense ratio reflects the Adviser’s decision to contractually limit expenses through April 30, 2020. Fund Performance may also reflect the waiver of the Fund’s fees and reimbursement of expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower.

In addition, performance shown in this section does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

PERFORMANCE SUMMARY

The Fund’s Class I shares returned 13.56% for the year ended October 31, 2019. The Fund’s benchmark, the S&P Target Date 2030 Index, returned 11.27% over the same year.

Overview

Each 1290 Retirement Fund’s (as defined in the Notes to the Financial Statements) performance will reflect the performance of the underlying asset classes and depends upon their percentage weighting within the Fund. Here’s why: The 1290 Retirement Funds are managed to target a specific year of planned retirement. The asset mix will become more conservative each year, until about 10 years after the target retirement year, when it will become relatively stable. The 1290 Retirement Funds balance the need for appreciation with the need for income as retirement approaches and focus on supporting an income stream over a long-term retirement withdrawal horizon. To achieve its asset class exposure, each 1290 Retirement Fund invests in exchange-traded funds (ETFs) representing various equity and bond asset classes. Because of this, each of the 1290 Retirement Fund’s performance will be a function of the asset class performance and the percentage weighting of each asset class in the 1290 Retirement Fund. Current target and actual allocations, as well as performance, are available in a separate quarterly Fund Fact Sheet.

Fund Highlights

What helped performance during the year?

• The primary driver of outperformance was the fact that the low volatility tilt of the Fund outperformed the market cap weighted benchmark within both domestic and developed markets equities.

• Having no exposure to short duration bonds relative to the benchmark contributed to performance.

What hurt performance during the year?

• While low volatility benefited domestic and developed markets equities, it was not beneficial within the emerging markets equities as market cap outperformed in that segment of the benchmark.

• Within domestic equities, a higher allocation to small cap equities relative to the benchmark detracted from performance as large cap equities were the best performer for the period.

• Having no dedicated position in real estate hurt performance, as the sector was up over 24% for the period.

109

1290 RETIREMENT 2030 FUND (Unaudited)

Table by Asset Class (as a  percentage of Total Investments in Securities) As of October 31, 2019
Equity	71.5	%
Fixed Income	28.5

Top 10 Holdings (as a percentage of Total Investments in Securities) As of October 31, 2019
iShares Core S&P Total US Stock Market ETF	24.5	%
iShares Core U.S. Aggregate Bond ETF	24.4
iShares Core MSCI EAFE ETF	9.2
Invesco S&P 500 Low Volatility ETF	7.9
iShares Edge MSCI Min Vol USA ETF	7.9
iShares Edge MSCI Min Vol EAFE ETF	4.6
Invesco S&P International Developed Low Volatility ETF	4.6
Invesco S&P MidCap Low Volatility ETF	4.5
iShares TIPS Bond ETF	4.1
Invesco S&P SmallCap Low Volatility ETF	2.1
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

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

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2019 and held for the entire six-month period.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

EXAMPLE

	Beginning Account Value 5/1/19		Ending Account Value 10/31/19		Expenses Paid During Period* 5/1/19 - 10/31/19
Class I
Actual		$1,000.00		$1,047.60		$2.78
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.49		2.74
*  Expenses are equal to the Fund’s Class I shares annualized expense ratio of 0.54%, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

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PORTFOLIO OF INVESTMENTS

October 31, 2019

	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Equity (71.1%)
Invesco S&P 500 Low Volatility ETF		9,200	$	529,644
Invesco S&P Emerging Markets Low Volatility ETF		3,110		71,934
Invesco S&P International Developed Low Volatility ETF		8,910		308,019
Invesco S&P MidCap Low Volatility ETF		5,610		299,294
Invesco S&P SmallCap Low Volatility ETF		2,860		143,572
iShares Core MSCI EAFE ETF		9,700		613,331
iShares Core MSCI Emerging Markets ETF		2,770		141,741
iShares Core S&P Total US Stock Market ETF		23,860		1,635,364
iShares Edge MSCI Min Vol EAFE ETF		4,110		308,455
iShares Edge MSCI Min Vol Emerging Markets ETF		1,070		62,445
iShares Edge MSCI Min Vol USA ETF		8,250		527,588
SPDR SSGA US Small Cap Low Volatility Index ETF		1,420		138,464
Total Equity				4,779,851
Fixed Income (28.3%)
iShares Core U.S. Aggregate Bond ETF		14,420		1,631,623
iShares TIPS Bond ETF		2,350		272,741
Total Fixed Income				1,904,364
Total Investments in Securities (99.4%) (Cost $6,071,368)				6,684,215
Other Assets Less Liabilities (0.6%)				40,020
Net Assets (100%)			$	6,724,235

The following is a summary of the inputs used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2019:

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

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	6,684,215	$	—	$	—	$	6,684,215
Total Assets	$	6,684,215	$	—	$	—	$	6,684,215
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	6,684,215	$	—	$	—	$	6,684,215

The Fund held no derivatives contracts during the year ended October 31, 2019.

Investment security transactions for the year ended October 31, 2019 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	2,112,981
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	259,884

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

As of October 31, 2019, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	612,529
Aggregate gross unrealized depreciation		(334	)
Net unrealized appreciation	$	612,195
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	6,072,020

See Notes to Financial Statements.

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STATEMENT OF ASSETS AND LIABILITIES

October 31, 2019

ASSETS
Investments in Securities, at value (Cost $6,071,368)	$	6,684,215
Cash		65,556
Receivable from investment adviser		10,042
Prepaid registration and filing fees		4,696
Receivable for Fund shares sold		1,590
Dividends, interest and other receivables		31
Other assets		106
Total assets		6,766,236
LIABILITIES
Transfer agent fees payable		913
Accrued expenses		41,088
Total liabilities		42,001
NET ASSETS	$	6,724,235
Net assets were comprised of:
Paid in capital	$	6,020,357
Total distributable earnings (loss)		703,878
Net assets	$	6,724,235
Class I
Net asset value and redemption price per share, $6,724,235 / 565,680 shares outstanding (unlimited amount authorized: $0.001 par value)	$	11.89

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2019

INVESTMENT INCOME
Dividends	$	132,737
Interest		730
Total income		133,467
EXPENSES
Professional fees		43,113
Administrative fees		30,013
Investment advisory fees		26,513
Printing and mailing expenses		24,810
Registration and filing fees		21,160
Transfer agent fees		9,340
Custodian fees		4,400
Trustees’ fees		451
Miscellaneous		6,679
Gross expenses		166,479
Less:  Waiver from investment adviser		(56,526	)
Reimbursement from investment adviser		(81,454	)
Net expenses		28,499
NET INVESTMENT INCOME (LOSS)		104,968
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		19,025
Net change in unrealized appreciation (depreciation) on investments in securities		544,946
NET REALIZED AND UNREALIZED GAIN (LOSS)		563,971
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	668,939

STATEMENT OF CHANGES IN NET ASSETS	Year Ended October 31,
	2019			2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	104,968		$	58,197
Net realized gain (loss)		19,025			13,651
Net change in unrealized appreciation (depreciation)		544,946			(103,899	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		668,939			(32,051	)
Distributions to shareholders:
Class I		(88,204	)		(46,752	)
CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 189,006 and 154,723 shares, respectively ]		2,128,791			1,706,177
Capital shares issued in reinvestment of dividends [ 3,168 and 0# shares, respectively ]		33,204			2
Capital shares repurchased [ (26,204) and (5,023) shares, respectively ]		(291,050	)		(56,090	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		1,870,945			1,650,089
TOTAL INCREASE (DECREASE) IN NET ASSETS		2,451,680			1,571,286
NET ASSETS:
Beginning of year		4,272,555			2,701,269
End of year	$	6,724,235		$	4,272,555
#  Number of shares is less than 0.5.

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS

	Year Ended October 31,						February 27, 2017* to October 31, 2017
Class I	2019			2018
Net asset value, beginning of period	$	10.69		$	10.80		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.22			0.20			0.11
Net realized and unrealized gain (loss)		1.20			(0.12	)		0.69
Total from investment operations		1.42			0.08			0.80
Less distributions:
Dividends from net investment income		(0.18	)		(0.18	)		—
Distributions from net realized gains		(0.04	)		(0.01	)		—
Total dividends and distributions		(0.22	)		(0.19	)		—
Net asset value, end of period	$	11.89		$	10.69		$	10.80
Total return (b)		13.56	%		0.70	%		8.00	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	6,724		$	4,273		$	2,701
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.54	%(j)		0.54	%(j)		0.53	%(j)
Before waivers and reimbursements (a)(f)		3.14	%		4.74	%		5.27	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)(x)		1.98	%		1.78	%		1.59	%(l)
Before waivers and reimbursements (a)(f)(x)		(0.62	)%		(2.41	)%		(3.15	)%(l)
Portfolio turnover rate (z)^		5	%		3	%		1	%

* Commencement of Operations.

^ Portfolio turnover rate excludes derivatives, if any.

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

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

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

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

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

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

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

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

See Notes to Financial Statements.

114

1290 RETIREMENT 2035 FUND (Unaudited)

INVESTMENT ADVISER

_Ø 1290 Asset Managers^®

PERFORMANCE RESULTS

Annualized Total Returns as of 10/31/19
	1 Year			Since Incept.
Fund – Class I Shares*		13.61	%		8.49	%
S&P Target Date 2035 Index		11.52			7.98
*  Date of inception 2/27/17.     Returns for periods greater than one year are annualized.

The performance quoted is past performance and is not a guarantee of future results. Mutual funds are subject to certain market risks. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown. For the most current month-end performance data please call 1-888-310-0416 or visit www.1290Funds.com.

The graph illustrates comparative performance for $10,000 invested in the Class I Shares of the 1290 Retirement 2035 Fund and the S&P Target Date 2035 Index from 2/27/17 to 10/31/19. The performance of the S&P Target Date 2035 Index reflects an initial investment at the end of the month closest to the Fund’s inception. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, if any, and does not include a sales charge. The performance of the S&P Target Date 2035 Index does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect reinvestment of all dividends, capital gain distributions, and interest of the securities included in the benchmark.

As of March 1, 2019, the gross expense ratio for Class I shares was 4.00%. The net expense ratio for Class I shares was 0.65%. The net expense ratio reflects the Adviser’s decision to contractually limit expenses through April 30, 2020. Fund Performance may also reflect the waiver of the Fund’s fees and reimbursement of expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower.

In addition, performance shown in this section does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

PERFORMANCE SUMMARY

The Fund’s Class I shares returned 13.61% for the year ended October 31, 2019. The Fund’s benchmark, the S&P Target Date 2035 Index, returned 11.52% over the same year.

Overview

Each 1290 Retirement Fund’s (as defined in the Notes to the Financial Statements) performance will reflect the performance of the underlying asset classes and depends upon their percentage weighting within the Fund. Here’s why: The 1290 Retirement Funds are managed to target a specific year of planned retirement. The asset mix will become more conservative each year, until about 10 years after the target retirement year, when it will become relatively stable. The 1290 Retirement Funds balance the need for appreciation with the need for income as retirement approaches and focus on supporting an income stream over a long-term retirement withdrawal horizon. To achieve its asset class exposure, each 1290 Retirement Fund invests in exchange-traded funds (ETFs) representing various equity and bond asset classes. Because of this, each of the 1290 Retirement Fund’s performance will be a function of the asset class performance and the percentage weighting of each asset class in the 1290 Retirement Fund. Current target and actual allocations, as well as performance, are available in a separate quarterly Fund Fact Sheet.

Fund Highlights

What helped performance during the year?

• The primary driver of outperformance was the fact that the low volatility tilt of the Fund outperformed the market cap weighted benchmark within both domestic and developed markets equities.

• Having no exposure to short duration bonds relative to the benchmark contributed to performance.

What hurt performance during the year?

• While low volatility benefited domestic and developed markets equities, it was not beneficial within the emerging markets equities as market cap outperformed in that segment of the benchmark.

• Within domestic equities, a higher allocation to small cap equities relative to the benchmark detracted from performance as large cap equities were the best performer for the period.

• Having no dedicated position in real estate hurt performance, as the sector was up over 24% for the period.

Table by Asset Class (as a percentage of Total Investments in Securities) As of October 31, 2019
Equity	76.4	%
Fixed Income	23.6

115

1290 RETIREMENT 2035 FUND (Unaudited)

Top 10 Holdings (as a percentage of Total Investments in Securities) As of October 31, 2019
iShares Core S&P Total US Stock Market ETF	26.4	%
iShares Core U.S. Aggregate Bond ETF	20.1
iShares Core MSCI EAFE ETF	9.7
iShares Edge MSCI Min Vol USA ETF	8.6
Invesco S&P 500 Low Volatility ETF	8.3
iShares Edge MSCI Min Vol EAFE ETF	4.9
Invesco S&P International Developed Low Volatility ETF	4.8
Invesco S&P MidCap Low Volatility ETF	4.8
iShares TIPS Bond ETF	3.6
SPDR SSGA US Small Cap Low Volatility Index ETF	2.2
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

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

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2019 and held for the entire six-month period.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

EXAMPLE

	Beginning Account Value 5/1/19		Ending Account Value 10/31/19		Expenses Paid During Period* 5/1/19 - 10/31/19
Class I
Actual	$	1,000.00	$	1,047.00	$	2.75
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.51		2.72
*  Expenses are equal to the Fund’s Class I shares annualized expense ratio of 0.53%, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

116

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PORTFOLIO OF INVESTMENTS

October 31, 2019

	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Equity (75.9%)
Invesco S&P 500 Low Volatility ETF		12,020	$	691,991
Invesco S&P Emerging Markets Low Volatility ETF		3,540		81,880
Invesco S&P International Developed Low Volatility ETF		11,630		402,049
Invesco S&P MidCap Low Volatility ETF		7,470		398,525
Invesco S&P SmallCap Low Volatility ETF		3,650		183,230
iShares Core MSCI EAFE ETF		12,800		809,344
iShares Core MSCI Emerging Markets ETF		3,600		184,212
iShares Core S&P Total US Stock Market ETF		32,030		2,195,336
iShares Edge MSCI Min Vol EAFE ETF		5,420		406,771
iShares Edge MSCI Min Vol Emerging Markets ETF		1,650		96,294
iShares Edge MSCI Min Vol USA ETF		11,180		714,961
SPDR SSGA US Small Cap Low Volatility Index ETF		1,910		186,244
Total Equity				6,350,837
Fixed Income (23.5%)
iShares Core U.S. Aggregate Bond ETF		14,750		1,668,962
iShares TIPS Bond ETF		2,560		297,114
Total Fixed Income				1,966,076
Total Exchange Traded Funds (99.4%) (Cost $7,607,235)				8,316,913
SHORT-TERM INVESTMENT:
Investment Company (0.0%)
JPMorgan Prime Money Market Fund, IM Shares		2,730		2,732
Total Short-Term Investment (0.0%) (Cost $2,732)				2,732
Total Investments in Securities (99.4%) (Cost $7,609,967)				8,319,645
Other Assets Less Liabilities (0.6%)				49,828
Net Assets (100%)			$	8,369,473

The following is a summary of the inputs used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2019:

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

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	8,316,913	$	—	$	—	$	8,316,913
Short-Term Investment
Investment Company		2,732		—		—		2,732
Total Assets	$	8,319,645	$	—	$	—	$	8,319,645
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	8,319,645	$	—	$	—	$	8,319,645

The Fund held no derivatives contracts during the year ended October 31, 2019.

Investment security transactions for the year ended October 31, 2019 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	1,906,041
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	951,074

See Notes to Financial Statements.

117

1290 FUNDS

1290 RETIREMENT 2035 FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

As of October 31, 2019, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	710,987
Aggregate gross unrealized depreciation		(2,839	)
Net unrealized appreciation	$	708,148
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	7,611,497

See Notes to Financial Statements.

118

1290 FUNDS

1290 RETIREMENT 2035 FUND

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2019

ASSETS
Investments in Securities, at value (Cost $7,609,967)	$	8,319,645
Cash		75,000
Receivable from investment adviser		10,241
Prepaid registration and filing fees		4,831
Receivable for Fund shares sold		2,019
Dividends, interest and other receivables		38
Other assets		143
Total assets		8,411,917
LIABILITIES
Transfer agent fees payable		913
Accrued expenses		41,531
Total liabilities		42,444
NET ASSETS	$	8,369,473
Net assets were comprised of:
Paid in capital	$	7,494,473
Total distributable earnings (loss)		875,000
Net assets	$	8,369,473
Class I
Net asset value and redemption price per share, $8,369,473 / 695,906 shares outstanding (unlimited amount authorized: $0.001 par value)	$	12.03

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2019

INVESTMENT INCOME
Dividends	$	182,150
Interest		1,036
Total income		183,186
EXPENSES
Professional fees		45,203
Investment advisory fees		36,342
Administrative fees		30,019
Printing and mailing expenses		26,732
Registration and filing fees		21,378
Transfer agent fees		9,340
Custodian fees		4,375
Trustees’ fees		635
Miscellaneous		8,100
Gross expenses		182,124
Less:  Waiver from investment adviser		(66,361	)
Reimbursement from investment adviser		(76,803	)
Net expenses		38,960
NET INVESTMENT INCOME (LOSS)		144,226
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		63,099
Net change in unrealized appreciation (depreciation) on investments in securities		696,566
NET REALIZED AND UNREALIZED GAIN (LOSS)		759,665
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	903,891

STATEMENT OF CHANGES IN NET ASSETS	Year Ended October 31,
	2019			2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	144,226		$	70,735
Net realized gain (loss)		63,099			10,917
Net change in unrealized appreciation (depreciation)		696,566			(169,314	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		903,891			(87,662	)
Distributions to shareholders:
Class I		(107,092	)		(46,752	)
CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 166,637 and 372,084 shares, respectively ]		1,919,697			4,119,218
Capital shares issued in reinvestment of dividends [ 6,075 and 0# shares, respectively ]		64,342			2
Capital shares repurchased [ (98,499) and (401) shares, respectively ]		(1,103,345	)		(4,509	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		880,694			4,114,711
TOTAL INCREASE (DECREASE) IN NET ASSETS		1,677,493			3,980,297
NET ASSETS:
Beginning of year		6,691,980			2,711,683
End of year	$	8,369,473		$	6,691,980
#  Number of shares is less than 0.5.

See Notes to Financial Statements.

119

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1290 RETIREMENT 2035 FUND

FINANCIAL HIGHLIGHTS

	Year Ended October 31,						February 27, 2017* to October 31, 2017
Class I	2019			2018
Net asset value, beginning of period	$	10.76		$	10.85		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.22			0.19			0.11
Net realized and unrealized gain (loss)		1.23			(0.09	)		0.74
Total from investment operations		1.45			0.10			0.85
Less distributions:
Dividends from net investment income		(0.16	)		(0.18	)		—
Distributions from net realized gains		(0.02	)		(0.01	)		—
Total dividends and distributions		(0.18	)		(0.19	)		—
Net asset value, end of period	$	12.03		$	10.76		$	10.85
Total return (b)		13.61	%		0.88	%		8.50	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	8,369		$	6,692		$	2,712
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.54	%(j)		0.53	%(j)		0.53	%(j)
Before waivers and reimbursements (a)(f)		2.50	%		3.95	%		5.28	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)(x)		1.98	%		1.73	%		1.58	%(l)
Before waivers and reimbursements (a)(f)(x)		0.01	%		(1.68	)%		(3.17	)%(l)
Portfolio turnover rate (z)^		13	%		2	%		1	%

* Commencement of Operations.

^ Portfolio turnover rate excludes derivatives, if any.

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

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

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

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

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

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

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

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

See Notes to Financial Statements.

120

1290 RETIREMENT 2040 FUND (Unaudited)

INVESTMENT ADVISER

_Ø 1290 Asset Managers^®

PERFORMANCE RESULTS

Annualized Total Returns as of 10/31/19
	1 Year			Since Incept.
Fund – Class I Shares*		13.79	%		8.86	%
S&P Target Date 2040 Index		11.69			8.28
*  Date of inception 2/27/17.     Returns for periods greater than one year are annualized.

The performance quoted is past performance and is not a guarantee of future results. Mutual funds are subject to certain market risks. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown. For the most current month-end performance data please call 1-888-310-0416 or visit www.1290Funds.com.

The graph illustrates comparative performance for $10,000 invested in the Class I Shares of the 1290 Retirement 2040 Fund and the S&P Target Date 2040 Index from 2/27/17 to 10/31/19. The performance of the S&P Target Date 2040 Index reflects an initial investment at the end of the month closest to the Fund’s inception. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, if any, and does not include a sales charge. The performance of the S&P Target Date 2040 Index does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect reinvestment of all dividends, capital gain distributions, and interest of the securities included in the benchmark.

As of March 1, 2019, the gross expense ratio for Class I shares was 5.31%. The net expense ratio for Class I shares was 0.65%. The net expense ratio reflects the Adviser’s decision to contractually limit expenses through April 30, 2020. Fund Performance may also reflect the waiver of the Fund’s fees and reimbursement of expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower.

In addition, performance shown in this section does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

PERFORMANCE SUMMARY

The Fund’s Class I shares returned 13.79% for the year ended October 31, 2019. The Fund’s benchmark, the S&P Target Date 2040 Index, returned 11.69% over the same year.

Overview

Each 1290 Retirement Fund’s (as defined in the Notes to the Financial Statements) performance will reflect the performance of the underlying asset classes and depends upon their percentage weighting within the Fund. Here’s why: The 1290 Retirement Funds are managed to target a specific year of planned retirement. The asset mix will become more conservative each year, until about 10 years after the target retirement year, when it will become relatively stable. The 1290 Retirement Funds balance the need for appreciation with the need for income as retirement approaches and focus on supporting an income stream over a long-term retirement withdrawal horizon. To achieve its asset class exposure, each 1290 Retirement Fund invests in exchange-traded funds (ETFs) representing various equity and bond asset classes. Because of this, each of the 1290 Retirement Fund’s performance will be a function of the asset class performance and the percentage weighting of each asset class in the 1290 Retirement Fund. Current target and actual allocations, as well as performance, are available in a separate quarterly Fund Fact Sheet.

Fund Highlights

What helped performance during the year?

• The primary driver of outperformance was the fact that the low volatility tilt of the Fund outperformed the market cap weighted benchmark within both domestic and developed markets equities.

• Having no exposure to short duration bonds relative to the benchmark contributed to performance.

What hurt performance during the year?

• While low volatility benefited domestic and developed markets equities, it was not beneficial within the emerging markets equities as market cap outperformed in that segment of the benchmark.

• Within domestic equities, a higher allocation to small cap equities relative to the benchmark detracted from performance as large cap equities were the best performer for the period.

• Having no dedicated position in real estate hurt performance, as the sector was up over 24% for the period.

Table by Asset Class (as a percentage of Total Investments in Securities)
As of October 31, 2019
Equity	81.3	%
Fixed Income	18.7

121

1290 RETIREMENT 2040 FUND (Unaudited)

Top 10 Holdings (as a percentage of Total Investments in Securities)
As of October 31, 2019
iShares Core S&P Total US Stock Market ETF	28.4	%
iShares Core U.S. Aggregate Bond ETF	15.9
iShares Core MSCI EAFE ETF	10.2
iShares Edge MSCI Min Vol USA ETF	9.3
Invesco S&P 500 Low Volatility ETF	9.2
iShares Edge MSCI Min Vol EAFE ETF	5.1
Invesco S&P International Developed Low Volatility ETF	5.0
Invesco S&P MidCap Low Volatility ETF	5.0
iShares TIPS Bond ETF	2.8
Invesco S&P SmallCap Low Volatility ETF	2.3
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

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

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2019 and held for the entire six-month period.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

EXAMPLE

	Beginning Account Value 5/1/19		Ending Account Value 10/31/19		Expenses Paid During Period* 5/1/19 - 10/31/19
Class I
Actual		$1,000.00		$1,046.00		$2.74
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.53		2.71
*  Expenses are equal to the Fund’s Class I shares annualized expense ratio of 0.53%, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

122

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PORTFOLIO OF INVESTMENTS

October 31, 2019

	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Equity (81.6%)
Invesco S&P 500 Low Volatility ETF		6,450	$	371,327
Invesco S&P Emerging Markets Low Volatility ETF		1,980		45,797
Invesco S&P International Developed Low Volatility ETF		5,840		201,889
Invesco S&P MidCap Low Volatility ETF		3,760		200,596
Invesco S&P SmallCap Low Volatility ETF		1,850		92,870
iShares Core MSCI EAFE ETF		6,470		409,098
iShares Core MSCI Emerging Markets ETF		1,750		89,548
iShares Core S&P Total US Stock Market ETF		16,640		1,140,506
iShares Edge MSCI Min Vol EAFE ETF		2,720		204,136
iShares Edge MSCI Min Vol Emerging Markets ETF		810		47,272
iShares Edge MSCI Min Vol USA ETF		5,850		374,107
SPDR SSGA US Small Cap Low Volatility Index ETF		940		91,659
Total Equity				3,268,805
Fixed Income (18.8%)
iShares Core U.S. Aggregate Bond ETF		5,660		640,429
iShares TIPS Bond ETF		970		112,578
Total Fixed Income				753,007
Total Investments in Securities (100.4%) (Cost $3,511,813)				4,021,812
Other Assets Less Liabilities (-0.4%)				(16,377	)
Net Assets (100%)			$	4,005,435

The following is a summary of the inputs used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2019:

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

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	4,021,812	$	—	$	—	$	4,021,812
Total Assets	$	4,021,812	$	—	$	—	$	4,021,812
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	4,021,812	$	—	$	—	$	4,021,812

The Fund held no derivatives contracts during the year ended October 31, 2019.

Investment security transactions for the year ended October 31, 2019 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	837,617
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	94,930

See Notes to Financial Statements.

123

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1290 RETIREMENT 2040 FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

As of October 31, 2019, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	509,834
Aggregate gross unrealized depreciation		—
Net unrealized appreciation	$	509,834
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	3,511,978

See Notes to Financial Statements.

124

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1290 RETIREMENT 2040 FUND

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2019

ASSETS
Investments in Securities, at value (Cost $3,511,813)	$	4,021,812
Cash		9,223
Receivable from investment adviser		9,413
Prepaid registration and filing fees		4,570
Receivable for Fund shares sold		1,173
Dividends, interest and other receivables		12
Other assets		40
Total assets		4,046,243
LIABILITIES
Accrued professional fees		31,205
Transfer agent fees payable		909
Accrued expenses		8,694
Total liabilities		40,808
NET ASSETS	$	4,005,435
Net assets were comprised of:
Paid in capital	$	3,446,829
Total distributable earnings (loss)		558,606
Net assets	$	4,005,435
Class I
Net asset value and redemption price per share, $4,005,435 / 332,367 shares outstanding (unlimited amount authorized: $0.001 par value)	$	12.05

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2019

INVESTMENT INCOME
Dividends	$	81,587
Interest		472
Total income		82,059
EXPENSES
Professional fees		40,989
Administrative fees		30,011
Printing and mailing expenses		22,406
Registration and filing fees		21,017
Investment advisory fees		16,445
Transfer agent fees		9,440
Custodian fees		4,270
Trustees’ fees		285
Miscellaneous		5,623
Gross expenses		150,486
Less:  Waiver from investment adviser		(46,456	)
Reimbursement from investment adviser		(86,559	)
Net expenses		17,471
NET INVESTMENT INCOME (LOSS)		64,588
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		6,331
Net change in unrealized appreciation (depreciation) on investments in securities		351,616
NET REALIZED AND UNREALIZED GAIN (LOSS)		357,947
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	422,535

STATEMENT OF CHANGES IN NET ASSETS	Year Ended October 31,
	2019			2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	64,588		$	51,108
Net realized gain (loss)		6,331			12,319
Net change in unrealized appreciation (depreciation)		351,616			(34,838	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		422,535			28,589
Distributions to shareholders:
Class I		(68,399	)		(47,002	)
CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 71,724 and 18,938 shares, respectively ]		832,237			211,909
Capital shares issued in reinvestment of dividends [ 557 and 0# shares, respectively ]		5,899			2
Capital shares repurchased [ (8,837) and (25) shares, respectively ]		(102,332	)		(286	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		735,804			211,625
TOTAL INCREASE (DECREASE) IN NET ASSETS		1,089,940			193,212
NET ASSETS:
Beginning of year		2,915,495			2,722,283
End of year	$	4,005,435		$	2,915,495
#  Number of shares is less than 0.5.

See Notes to Financial Statements.

125

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1290 RETIREMENT 2040 FUND

FINANCIAL HIGHLIGHTS

Class I	Year Ended October 31,						February 27, 2017* to October 31, 2017
	2019			2018
Net asset value, beginning of period	$	10.84		$	10.89		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.22			0.20			0.11
Net realized and unrealized gain (loss)		1.24			(0.06	)		0.78
Total from investment operations		1.46			0.14			0.89
Less distributions:
Dividends from net investment income		(0.20	)		(0.18	)		—
Distributions from net realized gains		(0.05	)		(0.01	)		—
Total dividends and distributions		(0.25	)		(0.19	)		—
Net asset value, end of period	$	12.05		$	10.84		$	10.89
Total return (b)		13.79	%		1.26	%		8.90	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	4,005		$	2,915		$	2,722
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.53	%(j)		0.53	%(j)		0.53	%(j)
Before waivers and reimbursements (a)(f)		4.57	%		5.31	%		5.28	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)(x)		1.96	%		1.80	%		1.57	%(l)
Before waivers and reimbursements (a)(f)(x)		(2.08	)%		(2.99	)%		(3.18	)%(l)
Portfolio turnover rate (z)^		3	%		2	%		1	%

* Commencement of Operations.

^ Portfolio turnover rate excludes derivatives, if any.

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

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

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

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

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

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

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

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

See Notes to Financial Statements.

126

1290 RETIREMENT 2045 FUND (Unaudited)

INVESTMENT ADVISER

_Ø 1290 Asset Managers^®

PERFORMANCE RESULTS

Annualized Total Returns as of 10/31/19
	1 Year			Since Incept.
Fund – Class I Shares*		13.85	%		9.14	%
S&P Target Date 2045 Index		11.79			8.43
*  Date of inception 2/27/17.     Returns for periods greater than one year are annualized.

The performance quoted is past performance and is not a guarantee of future results. Mutual funds are subject to certain market risks. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown. For the most current month-end performance data please call 1-888-310-0416 or visit www.1290Funds.com.

The graph illustrates comparative performance for $10,000 invested in the Class I Shares of the 1290 Retirement 2045 Fund and the S&P Target Date 2045 Index from 2/27/17 to 10/31/19. The performance of the S&P Target Date 2045 Index reflects an initial investment at the end of the month closest to the Fund’s inception. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, if any, and does not include a sales charge. The performance of the S&P Target Date 2045 Index does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect reinvestment of all dividends, capital gain distributions, and interest of the securities included in the benchmark.

As of March 1, 2019, the gross expense ratio for Class I shares was 4.95%. The net expense ratio for Class I shares was 0.65%. The net expense ratio reflects the Adviser’s decision to contractually limit expenses through April 30, 2020. Fund Performance may also reflect the waiver of the Fund’s fees and reimbursement of expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower.

In addition, performance shown in this section does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

PERFORMANCE SUMMARY

The Fund’s Class I shares returned 13.85% for the year ended October 31, 2019. The Fund’s benchmark, the S&P Target Date 2045 Index, returned 11.79% over the same year.

Overview

Each 1290 Retirement Fund’s (as defined in the Notes to the Financial Statements) performance will reflect the performance of the underlying asset classes and depends upon their percentage weighting within the Fund. Here’s why: The 1290 Retirement Funds are managed to target a specific year of planned retirement. The asset mix will become more conservative each year, until about 10 years after the target retirement year, when it will become relatively stable. The 1290 Retirement Funds balance the need for appreciation with the need for income as retirement approaches and focus on supporting an income stream over a long-term retirement withdrawal horizon. To achieve its asset class exposure, each 1290 Retirement Fund invests in exchange-traded funds (ETFs) representing various equity and bond asset classes. Because of this, each of the 1290 Retirement Fund’s performance will be a function of the asset class performance and the percentage weighting of each asset class in the 1290 Retirement Fund. Current target and actual allocations, as well as performance, are available in a separate quarterly Fund Fact Sheet.

Fund Highlights

What helped performance during the year?

• The primary driver of outperformance was the fact that the low volatility tilt of the Fund outperformed the market cap weighted benchmark within both domestic and developed markets equities.

• Having no exposure to short duration bonds relative to the benchmark contributed to performance.

What hurt performance during the year?

• While low volatility benefited domestic and developed markets equities, it was not beneficial within the emerging markets equities as market cap outperformed in that segment of the benchmark.

• Within domestic equities, a higher allocation to small cap equities relative to the benchmark detracted from performance as large cap equities were the best performer for the period.

• Having no dedicated position in real estate hurt performance, as the sector was up over 24% for the period.

Table by Asset Class (as a percentage of Total Investments in Securities)
As of October 31, 2019
Equity	86.2	%
Fixed Income	13.8

127

1290 RETIREMENT 2045 FUND (Unaudited)

Top 10 Holdings (as a percentage of Total Investments in Securities)
As of October 31, 2019
iShares Core S&P Total US Stock Market ETF	30.2	%
iShares Core U.S. Aggregate Bond ETF	11.7
iShares Core MSCI EAFE ETF	10.7
Invesco S&P 500 Low Volatility ETF	9.9
iShares Edge MSCI Min Vol USA ETF	9.8
Invesco S&P International Developed Low Volatility ETF	5.3
iShares Edge MSCI Min Vol EAFE ETF	5.3
Invesco S&P MidCap Low Volatility ETF	5.2
iShares Core MSCI Emerging Markets ETF	2.5
Invesco S&P SmallCap Low Volatility ETF	2.5
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

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

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2019 and held for the entire six-month period.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

EXAMPLE

	Beginning Account Value 5/1/19		Ending Account Value 10/31/19		Expenses Paid During Period* 5/1/19 - 10/31/19
Class I
Actual		$1,000.00		$1,045.50		$2.72
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.54		2.69
*  Expenses are equal to the Fund’s Class I shares annualized expense ratio of 0.53%, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

128

1290 FUNDS

1290 RETIREMENT 2045 FUND

PORTFOLIO OF INVESTMENTS

October 31, 2019

	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Equity (85.1%)
Invesco S&P 500 Low Volatility ETF		9,600	$	552,672
Invesco S&P Emerging Markets Low Volatility ETF		2,860		66,152
Invesco S&P International Developed Low Volatility ETF		8,550		295,574
Invesco S&P MidCap Low Volatility ETF		5,450		290,758
Invesco S&P SmallCap Low Volatility ETF		2,740		137,548
iShares Core MSCI EAFE ETF		9,440		596,891
iShares Core MSCI Emerging Markets ETF		2,720		139,182
iShares Core S&P Total US Stock Market ETF		24,510		1,679,915
iShares Edge MSCI Min Vol EAFE ETF		3,890		291,944
iShares Edge MSCI Min Vol Emerging Markets ETF		1,160		67,698
iShares Edge MSCI Min Vol USA ETF		8,490		542,935
SPDR SSGA US Small Cap Low Volatility Index ETF		1,360		132,614
Total Equity				4,793,883
Fixed Income (13.6%)
iShares Core U.S. Aggregate Bond ETF		5,770		652,876
iShares TIPS Bond ETF		990		114,899
Total Fixed Income				767,775
Total Investments in Securities (98.7%) (Cost $4,912,012)				5,561,658
Other Assets Less Liabilities (1.3%)				73,206
Net Assets (100%)			$	5,634,864

The following is a summary of the inputs used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2019:

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

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	5,561,658	$	—	$	—	$	5,561,658
Total Assets	$	5,561,658	$	—	$	—	$	5,561,658
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	5,561,658	$	—	$	—	$	5,561,658

The Fund held no derivatives contracts during the year ended October 31, 2019.

Investment security transactions for the year ended October 31, 2019 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	1,265,523
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	32,651

As of October 31, 2019, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	649,967
Aggregate gross unrealized depreciation		(767	)
Net unrealized appreciation	$	649,200
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	4,912,458

See Notes to Financial Statements.

129

1290 FUNDS

1290 RETIREMENT 2045 FUND

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2019

ASSETS
Investments in Securities, at value (Cost $4,912,012)	$	5,561,658
Cash		32,161
Receivable for Fund shares sold		67,735
Receivable from investment adviser		9,879
Prepaid registration and filing fees		4,649
Other assets		71
Total assets		5,676,153
LIABILITIES
Accrued professional fees		31,526
Transfer agent fees payable		798
Accrued expenses		8,965
Total liabilities		41,289
NET ASSETS	$	5,634,864
Net assets were comprised of:
Paid in capital	$	4,919,860
Total distributable earnings (loss)		715,004
Net assets	$	5,634,864
Class I
Net asset value and redemption price per share, $5,634,864 / 462,585 shares outstanding (unlimited amount authorized: $0.001 par value)	$	12.18

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2019

INVESTMENT INCOME
Dividends	$	114,182
Interest		744
Total income		114,926
EXPENSES
Professional fees		42,383
Administrative fees		30,005
Printing and mailing expenses		24,445
Investment advisory fees		23,006
Registration and filing fees		21,116
Transfer agent fees		9,350
Custodian fees		4,530
Trustees’ fees		396
Miscellaneous		6,276
Gross expenses		161,507
Less:  Waiver from investment adviser		(53,011	)
Reimbursement from investment adviser		(84,152	)
Net expenses		24,344
NET INVESTMENT INCOME (LOSS)		90,582
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		422
Net change in unrealized appreciation (depreciation) on investments in securities		506,810
NET REALIZED AND UNREALIZED GAIN (LOSS)		507,232
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	597,814

STATEMENT OF CHANGES IN NET ASSETS	Year Ended October 31,
	2019			2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	90,582		$	55,392
Net realized gain (loss)		422			11,861
Net change in unrealized appreciation (depreciation)		506,810			(61,892	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		597,814			5,361
Distributions to shareholders:
Class I		(75,322	)		(47,142	)
CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 117,575 and 100,702 shares, respectively ]		1,356,581			1,134,558
Capital shares issued in reinvestment of dividends [ 2,113 and 13 shares, respectively ]		22,572			143
Capital shares repurchased [ (8,569) and (9) shares, respectively ]		(100,710	)		(101	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		1,278,443			1,134,600
TOTAL INCREASE (DECREASE) IN NET ASSETS		1,800,935			1,092,819
NET ASSETS:
Beginning of year		3,833,929			2,741,110
End of year	$	5,634,864		$	3,833,929

See Notes to Financial Statements.

130

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1290 RETIREMENT 2045 FUND

FINANCIAL HIGHLIGHTS

	Year Ended October 31,						February 27, 2017* to October 31, 2017
Class I	2019			2018
Net asset value, beginning of period	$	10.91		$	10.93		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.23			0.20			0.11
Net realized and unrealized gain (loss)		1.25			(0.03	)		0.82
Total from investment operations		1.48			0.17			0.93
Less distributions:
Dividends from net investment income		(0.18	)		(0.18	)		—
Distributions from net realized gains		(0.03	)		(0.01	)		—
Total dividends and distributions		(0.21	)		(0.19	)		—
Net asset value, end of period	$	12.18		$	10.91		$	10.93
Total return (b)		13.85	%		1.53	%		9.30	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	5,635		$	3,834		$	2,741
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.53	%(j)		0.53	%(j)		0.52	%(j)
Before waivers and reimbursements (a)(f)		3.51	%		4.91	%		5.29	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)(x)		1.97	%		1.76	%		1.55	%(l)
Before waivers and reimbursements (a)(f)(x)		(1.01	)%		(2.62	)%		(3.22	)%(l)
Portfolio turnover rate (z)^		1	%		2	%		1	%

* Commencement of Operations.

^ Portfolio turnover rate excludes derivatives, if any.

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

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

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

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

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

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

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

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

See Notes to Financial Statements.

131

1290 RETIREMENT 2050 FUND (Unaudited)

INVESTMENT ADVISER

_Ø 1290 Asset Managers^®

PERFORMANCE RESULTS

Annualized Total Returns as of 10/31/19
	1 Year			Since Incept.
Fund – Class I Shares*		14.18	%		9.48	%
S&P Target Date 2050 Index		11.77			8.53
*  Date of inception 2/27/17.     Returns for periods greater than one year are annualized.

The performance quoted is past performance and is not a guarantee of future results. Mutual funds are subject to certain market risks. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown. For the most current month-end performance data please call 1-888-310-0416 or visit www.1290Funds.com.

The graph illustrates comparative performance for $10,000 invested in the Class I Shares of the 1290 Retirement 2050 Fund and the S&P Target Date 2050 Index from 2/27/17 to 10/31/19. The performance of the S&P Target Date 2050 Index reflects an initial investment at the end of the month closest to the Fund’s inception. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, if any, and does not include a sales charge. The performance of the S&P Target Date 2050 Index does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect reinvestment of all dividends, capital gain distributions, and interest of the securities included in the benchmark.

As of March 1, 2019, the gross expense ratio for Class I shares was 5.21%. The net expense ratio for Class I shares was 0.65%. The net expense ratio reflects the Adviser’s decision to contractually limit expenses through April 30, 2020. Fund Performance may also reflect the waiver of the Fund’s fees and reimbursement of expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower.

In addition, performance shown in this section does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

PERFORMANCE SUMMARY

The Fund’s Class I shares returned 14.18% for the year ended October 31, 2019. The Fund’s benchmark, the S&P Target Date 2050 Index, returned 11.77% over the same year.

Overview

Each 1290 Retirement Fund’s (as defined in the Notes to the Financial Statements) performance will reflect the performance of the underlying asset classes and depends upon their percentage weighting within the Fund. Here’s why: The 1290 Retirement Funds are managed to target a specific year of planned retirement. The asset mix will become more conservative each year, until about 10 years after the target retirement year, when it will become relatively stable. The 1290 Retirement Funds balance the need for appreciation with the need for income as retirement approaches and focus on supporting an income stream over a long-term retirement withdrawal horizon. To achieve its asset class exposure, each 1290 Retirement Fund invests in exchange-traded funds (ETFs) representing various equity and bond asset classes. Because of this, each of the 1290 Retirement Fund’s performance will be a function of the asset class performance and the percentage weighting of each asset class in the 1290 Retirement Fund. Current target and actual allocations, as well as performance, are available in a separate quarterly Fund Fact Sheet.

Fund Highlights

What helped performance during the year?

• The primary driver of outperformance was the fact that the low volatility tilt of the Fund outperformed the market cap weighted benchmark within both domestic and developed markets equities.

• Having no exposure to short duration bonds relative to the benchmark contributed to performance.

What hurt performance during the year?

• While low volatility benefited domestic and developed markets equities, it was not beneficial within the emerging markets equities as market cap outperformed in that segment of the benchmark.

• Within domestic equities, a higher allocation to small cap equities relative to the benchmark detracted from performance as large cap equities were the best performer for the period.

• Having no dedicated position in real estate hurt performance, as the sector was up over 24% for the period.

Table by Asset Class (as a percentage of Total Investments in Securities) As of October 31, 2019
Equity	91.2	%
Fixed Income	8.8

132

1290 RETIREMENT 2050 FUND (Unaudited)

Top 10 Holdings (as a percentage of Total Investments in Securities) As of October 31, 2019
iShares Core S&P Total US Stock Market ETF	32.0	%
iShares Core MSCI EAFE ETF	11.3
iShares Edge MSCI Min Vol USA ETF	10.6
Invesco S&P 500 Low Volatility ETF	10.4
iShares Core U.S. Aggregate Bond ETF	7.6
Invesco S&P MidCap Low Volatility ETF	5.6
Invesco S&P International Developed Low Volatility ETF	5.6
iShares Edge MSCI Min Vol EAFE ETF	5.6
iShares Core MSCI Emerging Markets ETF	2.6
SPDR SSGA US Small Cap Low Volatility Index ETF	2.5
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

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

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2019 and held for the entire six-month period.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

EXAMPLE

	Beginning Account Value 5/1/19		Ending Account Value 10/31/19		Expenses Paid During Period* 5/1/19 - 10/31/19
Class I
Actual		$1,000.00		$1,045.30		$2.71
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.56		2.68
*  Expenses are equal to the Fund’s Class I shares annualized expense ratio of 0.52%, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

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PORTFOLIO OF INVESTMENTS

October 31, 2019

	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Equity (91.0%)
Invesco S&P 500 Low Volatility ETF		6,770	$	389,749
Invesco S&P Emerging Markets Low Volatility ETF		1,990		46,029
Invesco S&P International Developed Low Volatility ETF		6,030		208,457
Invesco S&P MidCap Low Volatility ETF		3,920		209,132
Invesco S&P SmallCap Low Volatility ETF		1,850		92,870
iShares Core MSCI EAFE ETF		6,710		424,273
iShares Core MSCI Emerging Markets ETF		1,900		97,223
iShares Core S&P Total US Stock Market ETF		17,470		1,197,394
iShares Edge MSCI Min Vol EAFE ETF		2,770		207,888
iShares Edge MSCI Min Vol Emerging Markets ETF		810		47,272
iShares Edge MSCI Min Vol USA ETF		6,170		394,571
SPDR SSGA US Small Cap Low Volatility Index ETF		970		94,585
Total Equity				3,409,443
Fixed Income (8.8%)
iShares Core U.S. Aggregate Bond ETF		2,510		284,007
iShares TIPS Bond ETF		400		46,424
Total Fixed Income				330,431
Total Investments in Securities (99.8%) (Cost $3,180,657)				3,739,874
Other Assets Less Liabilities (0.2%)				6,775
Net Assets (100%)			$	3,746,649

The following is a summary of the inputs used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2019:

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

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	3,739,874	$	—	$	—	$	3,739,874
Total Assets	$	3,739,874	$	—	$	—	$	3,739,874
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	3,739,874	$	—	$	—	$	3,739,874

The Fund held no derivatives contracts during the year ended October 31, 2019.

Investment security transactions for the year ended October 31, 2019 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	371,773
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	77,070

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

As of October 31, 2019, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	559,217
Aggregate gross unrealized depreciation		—
Net unrealized appreciation	$	559,217
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	3,180,657

See Notes to Financial Statements.

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STATEMENT OF ASSETS AND LIABILITIES

October 31, 2019

ASSETS
Investments in Securities, at value (Cost $3,180,657)	$	3,739,874
Cash		32,293
Receivable from investment adviser		9,562
Prepaid registration and filing fees		4,564
Receivable for Fund shares sold		1,118
Other assets		40
Total assets		3,787,451
LIABILITIES
Accrued professional fees		31,139
Transfer agent fees payable		915
Accrued expenses		8,748
Total liabilities		40,802
NET ASSETS	$	3,746,649
Net assets were comprised of:
Paid in capital	$	3,139,768
Total distributable earnings (loss)		606,881
Net assets	$	3,746,649
Class I
Net asset value and redemption price per share, $3,746,649 / 306,153 shares outstanding (unlimited amount authorized: $0.001 par value)	$	12.24

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2019

INVESTMENT INCOME
Dividends	$	82,403
Interest		498
Total income		82,901
EXPENSES
Professional fees		41,056
Administrative fees		30,004
Printing and mailing expenses		22,557
Registration and filing fees		21,039
Investment advisory fees		16,692
Transfer agent fees		9,140
Custodian fees		4,175
Trustees’ fees		294
Miscellaneous		5,821
Gross expenses		150,778
Less:  Waiver from investment adviser		(46,696	)
Reimbursement from investment adviser		(86,568	)
Net expenses		17,514
NET INVESTMENT INCOME (LOSS)		65,387
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		6,188
Net change in unrealized appreciation (depreciation) on investments in securities		370,029
NET REALIZED AND UNREALIZED GAIN (LOSS)		376,217
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	441,604

STATEMENT OF CHANGES IN NET ASSETS	Year Ended October 31,
	2019			2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	65,387		$	51,919
Net realized gain (loss)		6,188			12,718
Net change in unrealized appreciation (depreciation)		370,029			(26,033	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		441,604			38,604
Distributions to shareholders:
Class I		(70,591	)		(47,252	)
CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 29,945 and 29,754 shares, respectively ]		343,550			335,197
Capital shares issued in reinvestment of dividends [ 756 and 0# shares, respectively ]		8,091			2
Capital shares repurchased [ (4,097) and (214) shares, respectively ]		(44,001	)		(2,461	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		307,640			332,738
TOTAL INCREASE (DECREASE) IN NET ASSETS		678,653			324,090
NET ASSETS:
Beginning of year		3,067,996			2,743,906
End of year	$	3,746,649		$	3,067,996
#  Number of shares is less than 0.5.

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS

	Year Ended October 31,						February 27, 2017* to October 31, 2017
Class I	2019			2018
Net asset value, beginning of period	$	10.97		$	10.98		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.22			0.20			0.11
Net realized and unrealized gain (loss)		1.30			(0.02	)		0.87
Total from investment operations		1.52			0.18			0.98
Less distributions:
Dividends from net investment income		(0.20	)		(0.18	)		—
Distributions from net realized gains		(0.05	)		(0.01	)		—
Total dividends and distributions		(0.25	)		(0.19	)		—
Net asset value, end of period	$	12.24		$	10.97		$	10.98
Total return (b)		14.18	%		1.63	%		9.80	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	3,747		$	3,068		$	2,744
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.52	%(j)		0.52	%(j)		0.52	%(j)
Before waivers and reimbursements (a)(f)		4.52	%		5.20	%		5.26	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)(x)		1.96	%		1.77	%		1.54	%(l)
Before waivers and reimbursements (a)(f)(x)		(2.03	)%		(2.90	)%		(3.20	)%(l)
Portfolio turnover rate (z)^		2	%		2	%		1	%

* Commencement of Operations.

^ Portfolio turnover rate excludes derivatives, if any.

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

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

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

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

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

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

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

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

See Notes to Financial Statements.

137

1290 RETIREMENT 2055 FUND (Unaudited)

INVESTMENT ADVISER

_Ø 1290 Asset Managers^®

PERFORMANCE RESULTS

Annualized Total Returns as of 10/31/19
	1 Year			Since Incept.
Fund – Class I Shares*		14.29	%		9.78	%
S&P Target Date 2055 Index		11.82			8.60
*  Date of inception 2/27/17.     Returns for periods greater than one year are annualized.

The performance quoted is past performance and is not a guarantee of future results. Mutual funds are subject to certain market risks. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown. For the most current month-end performance data please call 1-888-310-0416 or visit www.1290Funds.com.

The graph illustrates comparative performance for $10,000 invested in the Class I Shares of the 1290 Retirement 2055 Fund and the S&P Target Date 2055 Index from 2/27/17 to 10/31/19. The performance of the S&P Target Date 2055 Index reflects an initial investment at the end of the month closest to the Fund’s inception. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, if any, and does not include a sales charge. The performance of the S&P Target Date 2055 Index does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect reinvestment of all dividends, capital gain distributions, and interest of the securities included in the benchmark.

As of March 1, 2019, the gross expense ratio for Class I shares was 5.28%. The net expense ratio for Class I shares was 0.65%. The net expense ratio reflects the Adviser’s decision to contractually limit expenses through April 30, 2020. Fund Performance may also reflect the waiver of the Fund’s fees and reimbursement of expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower.

In addition, performance shown in this section does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

PERFORMANCE SUMMARY

The Fund’s Class I shares returned 14.29% for the year ended October 31, 2019. The Fund’s benchmark, the S&P Target Date 2055 Index, returned 11.82% over the same year.

Overview

Each 1290 Retirement Fund’s (as defined in the Notes to the Financial Statements) performance will reflect the performance of the underlying asset classes and depends upon their percentage weighting within the Fund. Here’s why: The 1290 Retirement Funds are managed to target a specific year of planned retirement. The asset mix will become more conservative each year, until about 10 years after the target retirement year, when it will become relatively stable. The 1290 Retirement Funds balance the need for appreciation with the need for income as retirement approaches and focus on supporting an income stream over a long-term retirement withdrawal horizon. To achieve its asset class exposure, each 1290 Retirement Fund invests in exchange-traded funds (ETFs) representing various equity and bond asset classes. Because of this, each of the 1290 Retirement Fund’s performance will be a function of the asset class performance and the percentage weighting of each asset class in the 1290 Retirement Fund. Current target and actual allocations, as well as performance, are available in a separate quarterly Fund Fact Sheet.

Fund Highlights

What helped performance during the year?

• The primary driver of outperformance was the fact that the low volatility tilt of the Fund outperformed the market cap weighted benchmark within both domestic and developed markets equities.

• Having no exposure to short duration bonds relative to the benchmark contributed to performance.

What hurt performance during the year?

• While low volatility benefited domestic and developed markets equities, it was not beneficial within the emerging markets equities as market cap outperformed in that segment of the benchmark.

• Within domestic equities, a higher allocation to small cap equities relative to the benchmark detracted from performance as large cap equities were the best performer for the period.

• Having no dedicated position in real estate hurt performance, as the sector was up over 24% for the period.

Table by Asset Class (as a percentage of Total Investments in Securities) As of October 31, 2019
Equity	96.4	%
Fixed Income	3.6

138

1290 RETIREMENT 2055 FUND (Unaudited)

Top 10 Holdings (as a percentage of Total Investments in Securities) As of October 31, 2019
iShares Core S&P Total US Stock Market ETF	33.9	%
iShares Core MSCI EAFE ETF	11.9
Invesco S&P 500 Low Volatility ETF	11.2
iShares Edge MSCI Min Vol USA ETF	10.9
Invesco S&P MidCap Low Volatility ETF	6.0
iShares Edge MSCI Min Vol EAFE ETF	5.9
Invesco S&P International Developed Low Volatility ETF	5.8
iShares Core U.S. Aggregate Bond ETF	3.0
iShares Core MSCI Emerging Markets ETF	2.8
Invesco S&P SmallCap Low Volatility ETF	2.7
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

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

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2019 and held for the entire six-month period.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

EXAMPLE

	Beginning Account Value 5/1/19		Ending Account Value 10/31/19		Expenses Paid During Period* 5/1/19 - 10/31/19
Class I
Actual	$	1,000.00	$	1,045.00	$	2.69
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.58		2.66
*  Expenses are equal to the Fund’s Class I shares annualized expense ratio of 0.52%, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

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PORTFOLIO OF INVESTMENTS

October 31, 2019

	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Equity (96.4%)
Invesco S&P 500 Low Volatility ETF		6,880	$	396,082
Invesco S&P Emerging Markets Low Volatility ETF		2,130		49,267
Invesco S&P International Developed Low Volatility ETF		5,930		205,000
Invesco S&P MidCap Low Volatility ETF		3,970		211,800
Invesco S&P SmallCap Low Volatility ETF		1,920		96,384
iShares Core MSCI EAFE ETF		6,680		422,376
iShares Core MSCI Emerging Markets ETF		1,920		98,246
iShares Core S&P Total US Stock Market ETF		17,540		1,202,192
iShares Edge MSCI Min Vol EAFE ETF		2,780		208,639
iShares Edge MSCI Min Vol Emerging Markets ETF		790		46,104
iShares Edge MSCI Min Vol USA ETF		6,050		386,897
SPDR SSGA US Small Cap Low Volatility Index ETF		970		94,585
Total Equity				3,417,572
Fixed Income (3.6%)
iShares Core U.S. Aggregate Bond ETF		940		106,361
iShares TIPS Bond ETF		180		20,891
Total Fixed Income				127,252
Total Investments in Securities (100.0%) (Cost $2,978,558)				3,544,824
Other Assets Less Liabilities (0.0%)				462
Net Assets (100%)			$	3,545,286

The following is a summary of the inputs used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2019:

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

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	3,544,824	$	—	$	—	$	3,544,824
Total Assets	$	3,544,824	$	—	$	—	$	3,544,824
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	3,544,824	$	—	$	—	$	3,544,824

The Fund held no derivatives contracts during the year ended October 31, 2019.

Investment security transactions for the year ended October 31, 2019 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	321,455
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	53,674

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

As of October 31, 2019, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	565,980
Aggregate gross unrealized depreciation		—
Net unrealized appreciation	$	565,980
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	2,978,844

See Notes to Financial Statements.

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STATEMENT OF ASSETS AND LIABILITIES

October 31, 2019

ASSETS
Investments in Securities, at value (Cost $2,978,558)	$	3,544,824
Cash		25,727
Receivable from investment adviser		9,404
Prepaid registration and filing fees		4,555
Receivable for Fund shares sold		1,430
Other assets		35
Total assets		3,585,975
LIABILITIES
Accrued professional fees		31,135
Transfer agent fees payable		913
Trustees’ fees payable		3
Accrued expenses		8,638
Total liabilities		40,689
NET ASSETS	$	3,545,286
Net assets were comprised of:
Paid in capital	$	2,937,400
Total distributable earnings (loss)		607,886
Net assets	$	3,545,286
Class I
Net asset value and redemption price per share, $3,545,286 / 287,785 shares outstanding (unlimited amount authorized: $0.001 par value)	$	12.32

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2019

INVESTMENT INCOME
Dividends	$	77,404
Interest		463
Total income		77,867
EXPENSES
Professional fees		40,858
Administrative fees		30,003
Printing and mailing expenses		22,348
Registration and filing fees		21,068
Investment advisory fees		15,741
Transfer agent fees		9,340
Custodian fees		4,175
Trustees’ fees		278
Miscellaneous		5,522
Gross expenses		149,333
Less:  Waiver from investment adviser		(45,744	)
Reimbursement from investment adviser		(87,183	)
Net expenses		16,406
NET INVESTMENT INCOME (LOSS)		61,461
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		3,941
Net change in unrealized appreciation (depreciation) on investments in securities		355,603
NET REALIZED AND UNREALIZED GAIN (LOSS)		359,544
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	421,005

STATEMENT OF CHANGES IN NET ASSETS	Year Ended October 31,
	2019			2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	61,461		$	49,960
Net realized gain (loss)		3,941			13,439
Net change in unrealized appreciation (depreciation)		355,603			(15,674	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		421,005			47,725
Distributions to shareholders:
Class I		(69,041	)		(47,252	)
CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 23,882 and 14,321 shares, respectively ]		280,169			163,155
Capital shares issued in reinvestment of dividends [ 376 and 0# shares, respectively ]		4,042			2
Capital shares repurchased [ (777) and (26) shares, respectively ]		(9,079	)		(281	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		275,132			162,876
TOTAL INCREASE (DECREASE) IN NET ASSETS		627,096			163,349
NET ASSETS:
Beginning of year		2,918,190			2,754,841
End of year	$	3,545,286		$	2,918,190
#  Number of shares is less than 0.5.

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS

	Year Ended October 31,						February 27, 2017* to October 31, 2017
Class I	2019			2018
Net asset value, beginning of period	$	11.04		$	11.02		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.22			0.20			0.11
Net realized and unrealized gain (loss)		1.32			0.01	†		0.91
Total from investment operations		1.54			0.21			1.02
Less distributions:
Dividends from net investment income		(0.21	)		(0.18	)		—
Distributions from net realized gains		(0.05	)		(0.01	)		—
Total dividends and distributions		(0.26	)		(0.19	)		—
Net asset value, end of period	$	12.32		$	11.04		$	11.02
Total return (b)		14.29	%		1.90	%		10.20	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	3,545		$	2,918		$	2,755
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.52	%(j)		0.52	%(j)		0.52	%(j)
Before waivers and reimbursements (a)(f)		4.74	%		5.27	%		5.25	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)(x)		1.95	%		1.73	%		1.53	%(l)
Before waivers and reimbursements (a)(f)(x)		(2.27	)%		(3.02	)%		(3.21	)%(l)
Portfolio turnover rate (z)^		2	%		2	%		1	%

* Commencement of Operations.

† The amount shown for a share outstanding throughout the period does not accord with the aggregate net income and/or gain on investments for that period because of the timing of sales and repurchases of the Fund shares in relation to fluctuating market value of the investments in the Fund.

^ Portfolio turnover rate excludes derivatives, if any.

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

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

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

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

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

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

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

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

See Notes to Financial Statements.

143

1290 RETIREMENT 2060 FUND (Unaudited)

INVESTMENT ADVISER

_Ø 1290 Asset Managers^®

PERFORMANCE RESULTS

Annualized Total Returns as of 10/31/19
	1 Year			Since Incept.
Fund – Class I Shares*		14.43	%		9.94	%
S&P Target Date 2060+ Index		11.85			8.72
*  Date of inception 2/27/17.     Returns for periods greater than one year are annualized.

The performance quoted is past performance and is not a guarantee of future results. Mutual funds are subject to certain market risks. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown. For the most current month-end performance data please call 1-888-310-0416 or visit www.1290Funds.com.

The graph illustrates comparative performance for $10,000 invested in the Class I Shares of the 1290 Retirement 2060 Fund and the S&P Target Date 2060+ Index from 2/27/17 to 10/31/19. The performance of the S&P Target Date 2060+ Index reflects an initial investment at the end of the month closest to the Fund’s inception. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, if any, and does not include a sales charge. The performance of the S&P Target Date 2060+ Index does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect reinvestment of all dividends, capital gain distributions, and interest of the securities included in the benchmark.

As of March 1, 2019, the gross expense ratio for Class I shares was 5.28%. The net expense ratio for Class I shares was 0.65%. The net expense ratio reflects the Adviser’s decision to contractually limit expenses through April 30, 2020. Fund Performance may also reflect the waiver of the Fund’s fees and reimbursement of expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower.

In addition, performance shown in this section does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

PERFORMANCE SUMMARY

The Fund’s Class I shares returned 14.43% for the year ended October 31, 2019. The Fund’s benchmark, the S&P Target Date 2060+ Index, returned 11.85% over the same year.

Overview

Each 1290 Retirement Fund’s (as defined in the Notes to the Financial Statements) performance will reflect the performance of the underlying asset classes and depends upon their percentage weighting within the Fund. Here’s why: The 1290 Retirement Funds are managed to target a specific year of planned retirement. The asset mix will become more conservative each year, until about 10 years after the target retirement year, when it will become relatively stable. The 1290 Retirement Funds balance the need for appreciation with the need for income as retirement approaches and focus on supporting an income stream over a long-term retirement withdrawal horizon. To achieve its asset class exposure, each 1290 Retirement Fund invests in exchange-traded funds (ETFs) representing various equity and bond asset classes. Because of this, each of the 1290 Retirement Fund’s performance will be a function of the asset class performance and the percentage weighting of each asset class in the 1290 Retirement Fund. Current target and actual allocations, as well as performance, are available in a separate quarterly Fund Fact Sheet.

Fund Highlights

What helped performance during the year?

• The primary driver of outperformance was the fact that the low volatility tilt of the Fund outperformed the market cap weighted benchmark within both domestic and developed markets equities.

• Having no exposure to short duration bonds relative to the benchmark contributed to performance.

What hurt performance during the year?

• While low volatility benefited domestic and developed markets equities, it was not beneficial within the emerging markets equities as market cap outperformed in that segment of the benchmark.

• Within domestic equities, a higher allocation to small cap equities relative to the benchmark detracted from performance as large cap equities were the best performer for the period.

• Having no dedicated position in real estate hurt performance, as the sector was up over 24% for the period.

Table by Asset Class (as a percentage of Total Investments in Securities) As of October 31, 2019
Equity	100.0	%

144

1290 RETIREMENT 2060 FUND (Unaudited)

Top 10 Holdings (as a percentage of Total Investments in Securities) As of October 31, 2019
iShares Core S&P Total US Stock Market ETF	35.0	%
iShares Core MSCI EAFE ETF	12.4
Invesco S&P 500 Low Volatility ETF	11.9
iShares Edge MSCI Min Vol USA ETF	11.7
Invesco S&P MidCap Low Volatility ETF	6.1
iShares Edge MSCI Min Vol EAFE ETF	6.0
Invesco S&P International Developed Low Volatility ETF	5.8
Invesco S&P SmallCap Low Volatility ETF	2.9
iShares Core MSCI Emerging Markets ETF	2.8
SPDR SSGA US Small Cap Low Volatility Index ETF	2.8
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

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

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2019 and held for the entire six-month period.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

EXAMPLE

	Beginning Account Value 5/1/19		Ending Account Value 10/31/19		Expenses Paid During Period* 5/1/19 - 10/31/19
Class I
Actual		$1,000.00		$1,044.70		$2.67
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.59		2.65
*  Expenses are equal to the Fund’s Class I shares annualized expense ratio of 0.52%, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

145

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1290 RETIREMENT 2060 FUND

PORTFOLIO OF INVESTMENTS

October 31, 2019

	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Equity (99.9%)
Invesco S&P 500 Low Volatility ETF		7,200	$	414,504
Invesco S&P Emerging Markets Low Volatility ETF		1,900		43,947
Invesco S&P International Developed Low Volatility ETF		5,890		203,617
Invesco S&P MidCap Low Volatility ETF		3,990		212,867
Invesco S&P SmallCap Low Volatility ETF		2,010		100,902
iShares Core MSCI EAFE ETF		6,860		433,758
iShares Core MSCI Emerging Markets ETF		1,930		98,758
iShares Core S&P Total US Stock Market ETF		17,800		1,220,012
iShares Edge MSCI Min Vol EAFE ETF		2,790		209,389
iShares Edge MSCI Min Vol Emerging Markets ETF		780		45,521
iShares Edge MSCI Min Vol USA ETF		6,370		407,361
SPDR SSGA US Small Cap Low Volatility Index ETF		990		96,535
Total Investments in Securities (99.9%) (Cost $2,913,553)				3,487,171
Other Assets Less Liabilities (0.1%)				2,985
Net Assets (100%)			$	3,490,156

The following is a summary of the inputs used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2019:

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

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	3,487,171	$	—	$	—	$	3,487,171
Total Assets	$	3,487,171	$	—	$	—	$	3,487,171
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	3,487,171	$	—	$	—	$	3,487,171

The Fund held no derivatives contracts during the year ended October 31, 2019.

Investment security transactions for the year ended October 31, 2019 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	308,081
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	52,690

As of October 31, 2019, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	573,618
Aggregate gross unrealized depreciation		—
Net unrealized appreciation	$	573,618
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	2,913,553

See Notes to Financial Statements.

146

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1290 RETIREMENT 2060 FUND

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2019

ASSETS
Investments in Securities, at value (Cost $2,913,553)	$	3,487,171
Cash		27,626
Receivable from investment adviser		10,347
Prepaid registration and filing fees		4,552
Receivable for Fund shares sold		1,039
Other assets		35
Total assets		3,530,770
LIABILITIES
Accrued professional fees		31,141
Transfer agent fees payable		907
Trustees’ fees payable		1
Accrued expenses		8,565
Total liabilities		40,614
NET ASSETS	$	3,490,156
Net assets were comprised of:
Paid in capital	$	2,873,896
Total distributable earnings (loss)		616,260
Net assets	$	3,490,156
Class I
Net asset value and redemption price per share, $3,490,156 / 281,951 shares outstanding (unlimited amount authorized: $0.001 par value)	$	12.38

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2019

INVESTMENT INCOME
Dividends	$	75,271
Interest		416
Total income		75,687
EXPENSES
Professional fees		40,799
Administrative fees		30,003
Printing and mailing expenses		23,115
Registration and filing fees		21,020
Investment advisory fees		15,480
Transfer agent fees		9,440
Custodian fees		4,050
Trustees’ fees		272
Miscellaneous		5,520
Gross expenses		149,699
Less:  Waiver from investment adviser		(45,483	)
Reimbursement from investment adviser		(88,153	)
Net expenses		16,063
NET INVESTMENT INCOME (LOSS)		59,624
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		5,740
Net change in unrealized appreciation (depreciation) on investments in securities		352,798
NET REALIZED AND UNREALIZED GAIN (LOSS)		358,538
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	418,162

STATEMENT OF CHANGES IN NET ASSETS	Year Ended October 31,
	2019			2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	59,624		$	49,725
Net realized gain (loss)		5,740			11,078
Net change in unrealized appreciation (depreciation)		352,798			(8,835	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		418,162			51,968
Distributions to shareholders:
Class I		(65,105	)		(47,502	)
CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 24,271 and 9,241 shares, respectively ]		286,685			106,171
Capital shares issued in reinvestment of dividends [ 242 and 0# shares, respectively ]		2,604			2
Capital shares repurchased [ (1,648) and (164) shares, respectively ]		(19,043	)		(1,908	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		270,246			104,265
TOTAL INCREASE (DECREASE) IN NET ASSETS		623,303			108,731
NET ASSETS:
Beginning of year		2,866,853			2,758,122
End of year	$	3,490,156		$	2,866,853
#  Number of shares is less than 0.5.

See Notes to Financial Statements.

147

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1290 RETIREMENT 2060 FUND

FINANCIAL HIGHLIGHTS

	Year Ended October 31,						February 27, 2017* to October 31,  2017
Class I	2019			2018
Net asset value, beginning of period	$	11.07		$	11.03		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.22			0.20			0.11
Net realized and unrealized gain (loss)		1.34			0.03			0.92
Total from investment operations		1.56			0.23			1.03
Less distributions:
Dividends from net investment income		(0.21	)		(0.18	)		—
Distributions from net realized gains		(0.04	)		(0.01	)		—
Total dividends and distributions		(0.25	)		(0.19	)		—
Net asset value, end of period	$	12.38		$	11.07		$	11.03
Total return (b)		14.43	%		2.09	%		10.30	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	3,490		$	2,867		$	2,758
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.52	%(j)		0.52	%(j)		0.52	%(j)
Before waivers and reimbursements (a)(f)		4.83	%		5.27	%		5.25	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)(x)		1.93	%		1.73	%		1.52	%(l)
Before waivers and reimbursements (a)(f)(x)		(2.39	)%		(3.02	)%		(3.21	)%(l)
Portfolio turnover rate (z)^		2	%		2	%		1	%

* Commencement of Operations.

^ Portfolio turnover rate excludes derivatives, if any.

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

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

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

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

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

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

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

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

See Notes to Financial Statements.

148

1290 SMARTBETA EQUITY FUND (Unaudited)

INVESTMENT ADVISER

_Ø 1290 Asset Managers^®

INVESTMENT SUB-ADVISER

_Ø AXA Rosenberg Investment Management LLC

PERFORMANCE RESULTS

Annualized Total Returns as of 10/31/19
			1 Year			Since Incept.
Fund – Class A Shares*	without Sales Charge			15.81	%		8.22	%
	with Sales Charge (a	)		9.47			7.00
Fund – Class I Shares*				16.16			8.49
Fund – Class R Shares*				15.55			7.95
Fund – Class T Shares*†	without Sales Charge			16.16			8.49
	with Sales Charge (b	)		13.27			7.93
MSCI World (Net) Index				12.69			7.53
*   Date of inception 11/12/14. †   Class T Shares currently are not offered for sale. (a)  A 5.50% front-end sales charge was deducted. (b)  A 2.50% front-end sales charge was deducted.      Returns for periods greater than one year are annualized.

The performance quoted is past performance and is not a guarantee of future results. Mutual funds are subject to certain market risks. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown. For the most current month-end performance data please call 1-888-310-0416 or visit www.1290Funds.com.

The graph illustrates comparative performance for $10,000 invested in the Class I Shares of the 1290 SmartBeta Equity Fund and the MSCI World (Net) Index from 11/12/14 to 10/31/19. The performance of the MSCI World (Net) Index reflects an initial investment at the end of the month closest to the Fund’s inception. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, if any, and does not include a sales charge. The performance of the MSCI World (Net) Index does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect reinvestment of all dividends, capital gain distributions, and interest of the securities included in the benchmark.

As of March 1, 2019, the gross expense ratios for Class A, I, R and T shares were 2.42%, 2.16%, 2.66% and 2.41%, respectively. The net expense ratios for Class A, I, R and T shares were 1.15%, 0.90%, 1.40% and 1.15%, respectively. The net expense ratios reflect the Adviser’s decision to contractually limit expenses through April 30, 2020. Fund Performance may also reflect the waiver of the Fund’s fees and reimbursement of expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower.

In addition, performance shown in this section does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

PERFORMANCE SUMMARY

The Fund’s Class I shares returned 16.16% for the year ended October 31, 2019. The Fund’s benchmark, the MSCI World (Net) Index, returned 12.69% over the same year.

Overview — AXA Rosenberg Investment Management LLC

Global equity markets rose in value for the twelve-month period ended October 31, 2019. Stocks continued to climb in spite of increased volatility, with escalating trade tensions between the U.S. and China — and growing concerns about their potential impact on global economic growth — intermittently affecting investor sentiment. Amid signs of a slowdown, central banks around the world took steps to stimulate their economies; despite relatively robust U.S. macroeconomic data, the Federal Reserve cut interest rates in both August and September, the first decreases since the Global Financial Crisis. In this context, less cyclical stocks and sectors generally led the market, with real estate delivering the strongest returns.

After several years of low volatility, the recent fluctuations in global stock markets have served as a reminder of the potential benefits of a more defensive approach to equity investing. Given the considerable uncertainty in the global economic and geopolitical outlook, we believe a conservative focus could continue to be rewarded. The shift towards monetary policy easing around the world may serve as an additional tailwind for this type of strategy in the short term. Nonetheless, a thoughtful approach to low volatility investing is required, especially as valuations in some parts of the market have become more demanding.

Fund Highlights

1290 SmartBeta Equity Fund delivered on its objective during the period, outperforming the capitalization weighted index with less risk. In line with our long-term expectations, the strategy achieved the bulk of its excess returns in the more challenging market conditions seen in the fourth quarter of 2018 and in May and August this year.

What helped performance during the year?

• The Fund’s high-quality profile enabled it to participate in the market’s gains during the year, while the emphasis on less volatile companies provided considerable defensiveness during bouts of market volatility.

149

1290 SMARTBETA EQUITY FUND (Unaudited)

• Greater-than-benchmark exposures to less cyclical areas of the market, such as consumer staples and utilities, added value, as did an underweight exposure to energy stocks, which badly lagged the broader market.

• At an individual stock level, several of the top contributors to returns reflected this broader market backdrop, with an overweight to Procter & Gamble and not holding Royal Dutch Shell adding to excess returns.

What hurt performance during the year?

• The strategy’s less-than-benchmark exposure to information technology held back relative returns given the sector’s ongoing ascendancy.

• While offset by positive selection in other areas, underweight positions in large, high momentum stocks such as Microsoft Corp., Facebook, Inc. and Apple, Inc. were a drag on relative returns.

Sector Weightings as of October 31, 2019	% of Net Assets
Financials		19.4	%
Industrials		14.3
Consumer Staples		13.1
Information Technology		12.9
Health Care		11.6
Consumer Discretionary		8.2
Communication Services		5.9
Utilities		4.9
Real Estate		4.3
Materials		3.0
Energy		1.6
Investment Company		0.1
Cash and Other		0.7
		100.0	%
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

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

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees (in the case of Class A, Class R and Class T shares of the Fund), and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2019 and held for the entire six-month period.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

150

1290 SMARTBETA EQUITY FUND (Unaudited)

EXAMPLE

	Beginning Account Value 5/1/19		Ending Account Value 10/31/19		Expenses Paid During Period* 5/1/19 - 10/31/19
Class A
Actual		$1,000.00		$1,054.50		$5.96
Hypothetical (5% average annual return before expenses)		1,000.00		1,019.41		5.85
Class I
Actual		1,000.00		1,056.10		4.66
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.67		4.58
Class R
Actual		1,000.00		1,053.00		7.24
Hypothetical (5% average annual return before expenses)		1,000.00		1,018.15		7.12
Class T**
Actual		1,000.00		1,056.10		4.66
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.67		4.58
*  Expenses are equal to the Fund’s Class A, I, R and T shares annualized expense ratios of 1.15%, 0.90%, 1.40% and 0.90%, respectively, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period). ** Class T shares currently are not offered for sale.

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1290 SMARTBETA EQUITY FUND

PORTFOLIO OF INVESTMENTS

October 31, 2019

	Number of Shares		Value (Note 1)
COMMON STOCKS:
Communication Services (5.9%)
Diversified Telecommunication Services (3.7%)
AT&T, Inc.		5,937	$	228,515
BCE, Inc.		1,200		56,925
Deutsche Telekom AG (Registered)		7,200		126,620
Elisa OYJ		600		32,770
Nippon Telegraph & Telephone Corp.		900		44,804
Singapore Telecommunications Ltd.		39,200		95,086
Swisscom AG (Registered)		120		61,308
Telefonica SA		3,355		25,725
Telenor ASA		1,900		35,568
Telia Co. AB		4,000		17,585
Verizon Communications, Inc.		3,900		235,833
				960,739
Interactive Media & Services (0.7%)
Alphabet, Inc., Class A*		146		183,785
Media (0.7%)
Comcast Corp., Class A		1,870		83,813
Omnicom Group, Inc.		800		61,752
Quebecor, Inc., Class B		2,000		46,496
				192,061
Wireless Telecommunication Services (0.8%)
KDDI Corp.		2,000		55,542
NTT DOCOMO, Inc.		2,700		74,382
Rogers Communications, Inc., Class B		1,700		80,037
				209,961
Total Communication Services				1,546,546
Consumer Discretionary (8.2%)
Auto Components (0.1%)
Bridgestone Corp.		600		25,130
Automobiles (0.4%)
General Motors Co.		1,700		63,172
Toyota Motor Corp.		700		48,888
				112,060
Hotels, Restaurants & Leisure (2.0%)
Compass Group plc		1,923		51,214
Darden Restaurants, Inc.		200		22,454
Domino’s Pizza, Inc.		100		27,162
Hilton Worldwide Holdings, Inc.		300		29,088
Marriott International, Inc., Class A		200		25,310
McDonald’s Corp.		300		59,010
Restaurant Brands International, Inc.		500		32,712
Starbucks Corp.		2,000		169,120
Yum! Brands, Inc.		1,100		111,881
				527,951
Household Durables (0.6%)
NVR, Inc.*		10		36,366
Panasonic Corp.		3,900		33,113
Sekisui Chemical Co. Ltd.		2,000		35,170
Sekisui House Ltd.		3,000		65,062
				169,711
Internet & Direct Marketing Retail (0.1%)
eBay, Inc.		700		24,675
Multiline Retail (0.8%)
Dollar General Corp.		500		80,170
Target Corp.		800		85,528
Wesfarmers Ltd.		1,800		49,335
				215,033
Specialty Retail (2.7%)
AutoZone, Inc.*		100		114,438
Home Depot, Inc. (The)		900		211,122
Industria de Diseno Textil SA		2,000		62,345
Nitori Holdings Co. Ltd.		100		15,289
O’Reilly Automotive, Inc.*		200		87,102
Ross Stores, Inc.		700		76,769
TJX Cos., Inc. (The)		2,400		138,360
				705,425
Textiles, Apparel & Luxury Goods (1.5%)
adidas AG		360		111,158
Gildan Activewear, Inc.		800		20,439
LVMH Moet Hennessy Louis Vuitton SE		200		85,320
NIKE, Inc., Class B		1,200		107,460
VF Corp.		700		57,603
				381,980
Total Consumer Discretionary				2,161,965
Consumer Staples (13.1%)
Beverages (3.4%)
Asahi Group Holdings Ltd.		700		35,198
Brown-Forman Corp., Class B		500		32,760
Carlsberg A/S, Class B		200		28,136
Coca-Cola Co. (The)		5,100		277,593
Diageo plc		2,400		98,379
Heineken NV		800		81,604
Kirin Holdings Co. Ltd.		1,000		21,345
PepsiCo, Inc.		2,030		278,455
Pernod Ricard SA		200		36,917
				890,387
Food & Staples Retailing (2.2%)
Alimentation Couche-Tard, Inc., Class B		1,400		41,986
Costco Wholesale Corp.		700		207,977
Koninklijke Ahold Delhaize NV		800		19,919
Loblaw Cos. Ltd.		800		42,664
Seven & i Holdings Co. Ltd.		900		34,170
Sysco Corp.		1,200		95,844
Walgreens Boots Alliance, Inc.		1,000		54,780
Walmart, Inc.		200		23,452
Woolworths Group Ltd.		2,200		56,598
				577,390

See Notes to Financial Statements.

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October 31, 2019

	Number of Shares		Value (Note 1)
Food Products (3.1%)
Chocoladefabriken Lindt & Spruengli AG (Registered)		1	$	81,906
Danone SA		651		53,990
General Mills, Inc.		1,600		81,376
Hershey Co. (The)		600		88,122
Kellogg Co.		900		57,177
McCormick & Co., Inc. (Non-Voting)		300		48,207
Mondelez International, Inc., Class A		3,300		173,085
Mowi ASA		700		17,066
Nestle SA (Registered)		1,700		181,494
Tyson Foods, Inc., Class A		400		33,116
				815,539
Household Products (2.6%)
Church & Dwight Co., Inc.		1,000		69,940
Clorox Co. (The)		300		44,307
Colgate-Palmolive Co.		1,000		68,600
Henkel AG & Co. KGaA (Preference)(q)		420		43,648
Kimberly-Clark Corp.		1,000		132,880
Procter & Gamble Co. (The)		2,500		311,275
				670,650
Personal Products (1.8%)
Beiersdorf AG		180		21,310
Estee Lauder Cos., Inc. (The), Class A		600		111,762
Kao Corp.		500		40,485
L’Oreal SA		270		78,836
Unilever NV		2,600		153,543
Unilever plc		1,300		77,841
				483,777
Total Consumer Staples				3,437,743
Energy (1.6%)
Oil, Gas & Consumable Fuels (1.6%)
Chevron Corp.		200		23,228
ConocoPhillips		500		27,600
Enbridge, Inc.		800		29,137
Eni SpA		1,400		21,188
Equinor ASA		1,600		29,595
Exxon Mobil Corp.		2,000		135,140
Neste OYJ		1,200		43,309
Repsol SA		1,802		29,544
TOTAL SA		1,400		73,598
Total Energy				412,339
Financials (19.4%)
Banks (6.3%)
Bank Hapoalim BM		4,000		31,994
Bank Leumi Le-Israel BM		3,000		21,842
Bank of America Corp.		3,600		112,572
Bank of Montreal		1,100		81,429
Bank of Nova Scotia (The)		1,300		74,559
Bankinter SA		2,000		13,830
BB&T Corp.		800		42,440
Canadian Imperial Bank of Commerce		500		42,635
Citigroup, Inc.		1,100		79,046
Citizens Financial Group, Inc.		600		21,096
Commonwealth Bank of Australia		511		27,709
DNB ASA		900		16,354
Hang Seng Bank Ltd.		1,400		29,265
ING Groep NV		2,700		30,499
JPMorgan Chase & Co.		500		62,460
KBC Group NV		200		14,026
M&T Bank Corp.		200		31,306
Mizrahi Tefahot Bank Ltd.		1,800		44,637
National Australia Bank Ltd.		1,400		27,611
National Bank of Canada		1,400		72,301
Oversea-Chinese Banking Corp. Ltd.		3,000		24,168
PNC Financial Services Group, Inc. (The)		700		102,690
Royal Bank of Canada		2,000		161,324
Skandinaviska Enskilda Banken AB, Class A		6,000		57,491
SunTrust Banks, Inc.		700		47,838
Svenska Handelsbanken AB, Class A		4,000		40,043
Swedbank AB, Class A		2,600		36,365
Toronto-Dominion Bank (The)		3,400		194,149
United Overseas Bank Ltd.		1,000		19,721
US Bancorp		1,800		102,636
				1,664,036
Capital Markets (3.7%)
Ameriprise Financial, Inc.		300		45,267
ASX Ltd.		400		22,699
Bank of New York Mellon Corp. (The)		1,500		70,125
BlackRock, Inc.		300		138,510
CME Group, Inc.		500		102,875
Deutsche Boerse AG		400		61,988
FactSet Research Systems, Inc.		100		25,352
Hong Kong Exchanges & Clearing Ltd.		700		21,886
Intercontinental Exchange, Inc.		1,400		132,048
Moody’s Corp.		200		44,138
MSCI, Inc.		300		70,368
Northern Trust Corp.		400		39,872
S&P Global, Inc.		500		128,995
T. Rowe Price Group, Inc.		500		57,900
				962,023
Consumer Finance (0.7%)
American Express Co.		900		105,552
Capital One Financial Corp.		600		55,950
Discover Financial Services		400		32,104
				193,606
Diversified Financial Services (0.8%)
Berkshire Hathaway, Inc., Class B*		1,000		212,580
Insurance (7.9%)
Aflac, Inc.		1,600		85,056
Allianz SE (Registered)		628		153,389
Allstate Corp. (The)		1,100		117,062
American Financial Group, Inc.		400		41,616
Aon plc		800		154,528

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

	Number of Shares		Value (Note 1)
Arch Capital Group Ltd.*		600	$	25,056
Chubb Ltd.		1,200		182,904
Cincinnati Financial Corp.		300		33,963
Great-West Lifeco, Inc.		1,200		29,182
Hartford Financial Services Group, Inc. (The)		800		45,664
Insurance Australia Group Ltd.		7,676		42,014
Intact Financial Corp.		500		51,591
Legal & General Group plc		8,000		27,327
Loews Corp.		1,100		53,900
Manulife Financial Corp.		3,400		63,323
Marsh & McLennan Cos., Inc.		1,600		165,792
Medibank Pvt Ltd.		8,700		20,271
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen (Registered)		452		125,525
Principal Financial Group, Inc.		500		26,690
Progressive Corp. (The)		1,600		111,520
Sampo OYJ, Class A		1,600		65,562
Sun Life Financial, Inc.		2,500		112,159
Tokio Marine Holdings, Inc.		500		27,169
Travelers Cos., Inc. (The)		900		117,954
Willis Towers Watson plc		400		74,760
Zurich Insurance Group AG		280		109,417
				2,063,394
Total Financials				5,095,639
Health Care (11.6%)
Biotechnology (0.7%)
Amgen, Inc.		664		141,598
CSL Ltd.		200		35,299
				176,897
Health Care Equipment & Supplies (3.5%)
Abbott Laboratories		1,000		83,610
Baxter International, Inc.		800		61,360
Cochlear Ltd.		200		29,165
Coloplast A/S, Class B		400		48,200
Danaher Corp.		700		96,474
Hoya Corp.		400		35,570
IDEXX Laboratories, Inc.*		200		57,002
Intuitive Surgical, Inc.*		100		55,295
Koninklijke Philips NV		614		26,892
Medtronic plc		2,200		239,580
STERIS plc		200		28,314
Stryker Corp.		600		129,762
Terumo Corp.		900		29,586
				920,810
Health Care Providers & Services (1.6%)
AmerisourceBergen Corp.		200		17,076
Anthem, Inc.		200		53,816
HCA Healthcare, Inc.		400		53,416
Henry Schein, Inc.*		400		25,034
Humana, Inc.		100		29,420
UnitedHealth Group, Inc.		900		227,430
				406,192
Life Sciences Tools & Services (0.8%)
Agilent Technologies, Inc.		500		37,875
Mettler-Toledo International, Inc.*		100		70,494
Thermo Fisher Scientific, Inc.		300		90,594
Waters Corp.*		100		21,162
				220,125
Pharmaceuticals (5.0%)
Astellas Pharma, Inc.		3,000		51,630
Chugai Pharmaceutical Co. Ltd.		400		33,892
Eli Lilly & Co.		1,300		148,135
GlaxoSmithKline plc		2,000		45,819
Johnson & Johnson		1,200		158,448
Merck & Co., Inc.		2,200		190,652
Merck KGaA		200		23,845
Novartis AG (Registered)		861		75,138
Novo Nordisk A/S, Class B		1,700		92,844
Otsuka Holdings Co. Ltd.		400		16,809
Pfizer, Inc.		5,100		195,687
Roche Holding AG		520		156,448
Shionogi & Co. Ltd.		300		18,107
Zoetis, Inc.		900		115,128
				1,322,582
Total Health Care				3,046,606
Industrials (14.3%)
Aerospace & Defense (2.6%)
Airbus SE		270		38,671
CAE, Inc.		1,000		25,078
General Dynamics Corp.		500		88,400
HEICO Corp.		200		24,668
L3Harris Technologies, Inc.		400		82,524
Lockheed Martin Corp.		400		150,672
MTU Aero Engines AG		100		26,700
Northrop Grumman Corp.		400		140,992
Thales SA		200		19,549
United Technologies Corp.		500		71,790
				669,044
Air Freight & Logistics (0.7%)
DSV Panalpina A/S		300		29,110
Expeditors International of Washington, Inc.		800		58,352
United Parcel Service, Inc., Class B		900		103,653
				191,115
Building Products (0.9%)
Allegion plc		200		23,208
Assa Abloy AB, Class B		1,200		28,460
Daikin Industries Ltd.		200		28,206
Geberit AG (Registered)		140		71,043
Johnson Controls International plc		1,200		51,996
Lennox International, Inc.		100		24,736
				227,649
Commercial Services & Supplies (1.1%)
Cintas Corp.		200		53,734
Copart, Inc.*		300		24,792
Dai Nippon Printing Co. Ltd.		1,000		26,929
Republic Services, Inc.		400		35,004
Secom Co. Ltd.		700		65,242
Waste Management, Inc.		800		89,768
				295,469

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

	Number of Shares		Value (Note 1)
Construction & Engineering (0.8%)
HOCHTIEF AG		120	$	14,963
Kajima Corp.		2,000		27,706
Obayashi Corp.		2,000		20,743
Shimizu Corp.		3,000		28,169
Taisei Corp.		800		31,855
Vinci SA		500		56,099
WSP Global, Inc.		400		24,958
				204,493
Electrical Equipment (0.4%)
Legrand SA		300		23,414
Mitsubishi Electric Corp.		2,000		28,827
Rockwell Automation, Inc.		200		34,398
Schneider Electric SE		300		27,858
				114,497
Industrial Conglomerates (1.7%)
3M Co.		900		148,491
Honeywell International, Inc.		800		138,184
Roper Technologies, Inc.		200		67,392
Siemens AG (Registered)		822		94,776
				448,843
Machinery (1.6%)
Atlas Copco AB, Class A		1,500		52,989
Caterpillar, Inc.		500		68,900
Cummins, Inc.		300		51,744
Illinois Tool Works, Inc.		500		84,290
Ingersoll-Rand plc		700		88,823
Kone OYJ, Class B		600		38,170
Sandvik AB		2,000		35,285
				420,201
Marine (0.1%)
Kuehne + Nagel International AG (Registered)		180		29,076
Professional Services (1.3%)
CoStar Group, Inc.*		100		54,952
Recruit Holdings Co. Ltd.		800		26,751
SGS SA (Registered)		17		44,253
TransUnion		300		24,786
Verisk Analytics, Inc.		400		57,880
Wolters Kluwer NV		1,635		120,389
				329,011
Road & Rail (1.8%)
Canadian National Railway Co.		1,000		89,439
Canadian Pacific Railway Ltd.		200		45,480
Central Japan Railway Co.		200		41,291
East Japan Railway Co.		1,000		91,203
Hankyu Hanshin Holdings, Inc.		1,000		40,282
Kintetsu Group Holdings Co. Ltd.		1,000		54,727
MTR Corp. Ltd.		4,000		22,971
Odakyu Electric Railway Co. Ltd.		2,000		48,949
Union Pacific Corp.		300		49,638
				483,980
Trading Companies & Distributors (1.0%)
Brenntag AG		400		20,075
Bunzl plc		600		15,606
Fastenal Co.		1,000		35,940
Ferguson plc		473		40,353
ITOCHU Corp.		1,500		31,545
Marubeni Corp.		3,000		21,274
Mitsubishi Corp.		1,200		30,714
Mitsui & Co. Ltd.		1,900		32,857
Sumitomo Corp.		2,300		37,549
				265,913
Transportation Infrastructure (0.3%)
Aena SME SA(m)		270		49,536
Kamigumi Co. Ltd.		1,400		31,814
				81,350
Total Industrials				3,760,641
Information Technology (12.9%)
Communications Equipment (0.6%)
Cisco Systems, Inc.		3,271		155,405
F5 Networks, Inc.*		100		14,408
				169,813
Electronic Equipment, Instruments & Components (1.0%)
Amphenol Corp., Class A		600		60,198
Hexagon AB, Class B		300		15,314
Hitachi Ltd.		600		22,608
Keyence Corp.		100		63,728
Kyocera Corp.		400		26,454
TE Connectivity Ltd.		700		62,650
				250,952
IT Services (5.2%)
Accenture plc, Class A		1,200		222,504
Amadeus IT Group SA		700		51,792
Automatic Data Processing, Inc.		1,100		178,453
Broadridge Financial Solutions, Inc.		200		25,044
CGI, Inc.*		1,000		77,731
Cognizant Technology Solutions Corp., Class A		800		48,752
Fidelity National Information Services, Inc.		500		65,880
Fiserv, Inc.*		1,000		106,140
Fujitsu Ltd.		400		35,637
Jack Henry & Associates, Inc.		300		42,468
Mastercard, Inc., Class A		600		166,086
Paychex, Inc.		1,100		92,004
Visa, Inc., Class A		1,400		250,404
				1,362,895
Semiconductors & Semiconductor Equipment (1.4%)
ASML Holding NV		390		102,217
Intel Corp.		2,400		135,672
Texas Instruments, Inc.		1,100		129,789
				367,678
Software (3.7%)
Adobe, Inc.*		500		138,965
ANSYS, Inc.*		100		22,015
Cadence Design Systems, Inc.*		400		26,140
Citrix Systems, Inc.		200		21,772
Dassault Systemes SE		175		26,554
Intuit, Inc.		500		128,750

See Notes to Financial Statements.

155

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

	Number of Shares		Value (Note 1)
Microsoft Corp.		2,128	$	305,091
Oracle Corp.		2,200		119,878
SAP SE		1,100		145,748
Synopsys, Inc.*		200		27,150
				962,063
Technology Hardware, Storage & Peripherals (1.0%)
Apple, Inc.		800		199,008
Canon, Inc.		1,300		35,657
FUJIFILM Holdings Corp.		700		30,985
				265,650
Total Information Technology				3,379,051
Materials (3.0%)
Chemicals (2.5%)
Air Products & Chemicals, Inc.		300		63,978
Akzo Nobel NV		670		61,686
Chr Hansen Holding A/S		200		15,352
Ecolab, Inc.		900		172,863
Givaudan SA (Registered)		33		96,909
Koninklijke DSM NV		312		36,972
Novozymes A/S, Class B		400		18,833
PPG Industries, Inc.		500		62,560
Sherwin-Williams Co. (The)		100		57,232
Shin-Etsu Chemical Co. Ltd.		300		33,781
Symrise AG		300		28,869
				649,035
Containers & Packaging (0.2%)
Ball Corp.		800		55,976
Metals & Mining (0.2%)
BHP Group Ltd.		1,243		30,804
Rio Tinto Ltd.		411		25,748
				56,552
Paper & Forest Products (0.1%)
UPM-Kymmene OYJ		600		19,500
Total Materials				781,063
Real Estate (4.3%)
Equity Real Estate Investment Trusts (REITs) (3.5%)
Ascendas REIT (REIT)		12,000		27,961
AvalonBay Communities, Inc. (REIT)		500		108,830
CapitaLand Mall Trust (REIT)		19,000		35,474
Dexus (REIT)		4,200		34,657
Equity LifeStyle Properties, Inc. (REIT)		1,000		69,940
Equity Residential (REIT)		900		79,794
Goodman Group (REIT)		3,500		34,719
GPT Group (The) (REIT)		19,392		79,539
H&R REIT (REIT)		1,400		23,682
Japan Retail Fund Investment Corp. (REIT)		9		21,002
Link REIT (REIT)		2,000		21,810
Mirvac Group (REIT)		13,600		30,094
Prologis, Inc. (REIT)		1,200		105,312
Public Storage (REIT)		300		66,858
Regency Centers Corp. (REIT)		300		20,172
Simon Property Group, Inc. (REIT)		600		90,408
United Urban Investment Corp. (REIT)		30		60,561
Vornado Realty Trust (REIT)		200		13,126
				923,939
Real Estate Management & Development (0.8%)
CBRE Group, Inc., Class A*		600		32,130
Daiwa House Industry Co. Ltd.		1,000		34,587
First Capital Realty, Inc. (REIT)		2,200		36,413
Mitsubishi Estate Co. Ltd.		1,000		19,516
Mitsui Fudosan Co. Ltd.		1,000		25,752
Swiss Prime Site AG (Registered)*		583		60,043
				208,441
Total Real Estate				1,132,380
Utilities (4.9%)
Electric Utilities (1.6%)
Chubu Electric Power Co., Inc.		3,100		46,662
Enel SpA		12,000		92,882
Eversource Energy		1,300		108,862
Orsted A/S(m)		643		56,402
Red Electrica Corp. SA		2,000		40,263
Terna Rete Elettrica Nazionale SpA		13,465		88,964
				434,035
Gas Utilities (0.7%)
Atmos Energy Corp.		500		56,240
Hong Kong & China Gas Co. Ltd.		17,303		33,608
Naturgy Energy Group SA		800		21,780
Snam SpA		6,000		30,782
Tokyo Gas Co. Ltd.		2,000		49,004
				191,414
Multi-Utilities (2.1%)
CenterPoint Energy, Inc.		2,200		63,954
CMS Energy Corp.		1,200		76,704
Consolidated Edison, Inc.		1,300		119,886
E.ON SE		7,606		76,661
National Grid plc		1,400		16,345
Public Service Enterprise Group, Inc.		1,300		82,303
Sempra Energy		800		115,608
				551,461
Water Utilities (0.5%)
American Water Works Co., Inc.		700		86,289
Severn Trent plc		1,200		35,052
				121,341
Total Utilities				1,298,251
Total Common Stocks (99.2%) (Cost $21,949,004)				26,052,224

See Notes to Financial Statements.

156

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

	Number of Shares		Value (Note 1)
SHORT-TERM INVESTMENT:
Investment Company (0.1%)
JPMorgan Prime Money Market Fund, IM Shares		24,118	$	24,127
Total Short-Term Investment (0.1%) (Cost $24,127)				24,127
Total Investments in Securities (99.3%) (Cost $21,973,131)				26,076,351
Other Assets Less Liabilities (0.7%)				185,147
Net Assets (100%)			$	26,261,498

* Non-income producing.

(m) Regulation S is an exemption for securities offerings that are made outside of the United States and do not involve direct selling efforts in the United States. Resale restrictions may apply for purposes of the Securities Act of 1933. At October 31, 2019, the market value of these securities amounted to $105,938 or 0.4% of net assets.

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

Country Diversification As a Percentage of Total Net Assets
Australia	2.1	%
Belgium	0.0	#
Canada	5.9
Denmark	1.1
Finland	0.7
France	2.0
Germany	4.1
Hong Kong	0.5
Israel	0.4
Italy	0.9
Japan	7.6
Netherlands	1.8
Norway	0.4
Singapore	0.8
Spain	1.1
Sweden	1.1
Switzerland	3.7
United Kingdom	2.0
United States	63.1
Cash and Other	0.7
	100.0	%

# Percent shown is less than 0.05%.

The following is a summary of the inputs used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2019:

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

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Common Stocks
Communication Services	$	977,156	$	569,390	$	—	$	1,546,546
Consumer Discretionary		1,579,941		582,024		—		2,161,965
Consumer Staples		2,275,358		1,162,385		—		3,437,743
Energy		215,105		197,234		—		412,339
Financials		3,982,837		1,112,802		—		5,095,639
Health Care		2,327,362		719,244		—		3,046,606
Industrials		2,114,662		1,645,979		—		3,760,641
Information Technology		2,822,357		556,694		—		3,379,051
Materials		412,609		368,454		—		781,063
Real Estate		646,665		485,715		—		1,132,380
Utilities		709,846		588,405		—		1,298,251
Short-Term Investment
Investment Company		24,127		—		—		24,127
Total Assets	$	18,088,025	$	7,988,326	$	—	$	26,076,351
Total Liabilities	$	—	$	—	$	—	$	—
Total	$	18,088,025	$	7,988,326	$	—	$	26,076,351

See Notes to Financial Statements.

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2019

The Fund held no derivatives contracts during the year ended October 31, 2019.

Investment security transactions for the year ended October 31, 2019 were as follows:

Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	12,166,433
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	6,519,902

As of October 31, 2019, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments in securities and derivative instruments, if applicable, for Federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	4,437,763
Aggregate gross unrealized depreciation		(370,125	)
Net unrealized appreciation	$	4,067,638
Federal income tax cost of investments in securities and derivative instruments, if applicable	$	22,008,713

See Notes to Financial Statements.

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STATEMENT OF ASSETS AND LIABILITIES

October 31, 2019

ASSETS
Investments in Securities, at value (Cost $21,973,131)	$	26,076,351
Cash		383,000
Foreign cash (Cost $42,476)		42,694
Receivable for securities sold		207,507
Receivable for Fund shares sold		123,490
Dividends, interest and other receivables		57,945
Prepaid registration and filing fees		19,899
Receivable from investment adviser		7,699
Other assets		229
Total assets		26,918,814
LIABILITIES
Payable for securities purchased		592,838
Transfer agent fees payable		3,775
Payable for Fund shares redeemed		2,206
Distribution fees payable – Class A		419
Distribution fees payable – Class R		63
Accrued expenses		58,015
Total liabilities		657,316
NET ASSETS	$	26,261,498
Net assets were comprised of:
Paid in capital	$	21,620,098
Total distributable earnings (loss)		4,641,400
Net assets	$	26,261,498
Class A
Net asset value and redemption price per share, $2,014,069 / 150,979 shares outstanding (unlimited amount authorized: $0.001 par value)	$	13.34
Maximum sales charge (5.50% of offering price)		0.78
Maximum offering price per share	$	14.12
Class I
Net asset value and redemption price per share, $23,958,738 / 1,791,799 shares outstanding (unlimited amount authorized: $0.001 par value)	$	13.37
Class R
Net asset value and redemption price per share, $150,578 / 11,313 shares outstanding (unlimited amount authorized: $0.001 par value)	$	13.31
Class T**
Net asset value and redemption price per share, $138,113 / 10,332 shares outstanding (unlimited amount authorized: $0.001 par value)	$	13.37
Maximum sales charge (2.50% of offering price)		0.34
Maximum offering price per share	$	13.71

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

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2019

INVESTMENT INCOME
Dividends (net of $31,408 foreign withholding tax)	$	501,182
Interest		3,258
Total income		504,440
EXPENSES
Investment advisory fees		148,021
Professional fees		71,134
Transfer agent fees		48,650
Registration and filing fees		43,387
Printing and mailing expenses		32,163
Administrative fees		31,719
Custodian fees		28,175
Distribution fees – Class A		3,522
Trustees’ fees		1,812
Distribution fees – Class R		703
Distribution fees – Class T**		321
Miscellaneous		21,561
Gross expenses		431,168
Less:  Waiver from investment adviser		(179,740	)
Waiverfrom distributor		(321	)
Reimbursementfrom investment adviser		(56,512	)
Netexpenses		194,595
NET INVESTMENT INCOME (LOSS)		309,845
REALIZED AND UNREALIZED GAIN (LOSS)
Realized gain (loss) on:
Investments in securities		299,003
Foreign currency transactions		(1,830	)
Net realized gain (loss)		297,173
Change in unrealized appreciation (depreciation) on:
Investments in securities		2,510,608
Foreign currency translations		656
Net change in unrealized appreciation (depreciation)		2,511,264
NET REALIZED AND UNREALIZED GAIN (LOSS)		2,808,437
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	3,118,282

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

See Notes to Financial Statements.

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STATEMENT OF CHANGES IN NET ASSETS

	Year Ended October 31,
	2019			2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	309,845		$	239,589
Net realized gain (loss)		297,173			636,892
Net change in unrealized appreciation (depreciation)		2,511,264			(657,820	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		3,118,282			218,661
Distributions to shareholders:
Class A		(49,479	)		(16,661	)
Class I		(823,783	)		(426,857	)
Class R		(6,108	)		(3,515	)
Class T**		(6,200	)		(3,823	)
Total distributions to shareholders		(885,570	)		(450,856	)
CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 94,431 and 51,694 shares, respectively ]		1,199,186			633,484
Capital shares issued in reinvestment of dividends [ 3,763 and 1,060 shares, respectively ]		43,270			12,925
Capital shares repurchased [ (40,087) and (15,913) shares, respectively ]		(494,261	)		(196,268	)
Total Class A transactions		748,195			450,141
Class I
Capital shares sold [ 503,495 and 218,679 shares, respectively ]		6,334,750			2,716,062
Capital shares issued in reinvestment of dividends [ 21,002 and 5,562 shares, respectively ]		241,529			67,799
Capital shares repurchased [ (81,503) and (30,974) shares, respectively ]		(1,019,728	)		(385,697	)
Total Class I transactions		5,556,551			2,398,164
Class R
Capital shares sold [ 127 and 72 shares, respectively ]		1,616			888
Capital shares issued in reinvestment of dividends [ 25 and 12 shares, respectively ]		283			139
Capital shares repurchased [ (143) and (3) shares, respectively ]		(1,887	)		(31	)
Total Class R transactions		12			996
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		6,304,758			2,849,301
TOTAL INCREASE (DECREASE) IN NET ASSETS		8,537,470			2,617,106
NET ASSETS:
Beginning of year		17,724,028			15,106,922
End of year	$	26,261,498		$	17,724,028
**  Class T shares currently are not offered for sale. Class T shares were formerly known as Class C shares.

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS

	Year Ended October 31,												November 12, 2014* to October 31, 2015
Class A	2019			2018			2017			2016
Net asset value, beginning of period	$	12.09		$	12.23		$	10.25		$	10.24		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)		0.15			0.15			0.13			0.12	##		0.11
Net realized and unrealized gain (loss)		1.67			0.06	†		1.96			0.04			0.16
Total from investment operations		1.82			0.21			2.09			0.16			0.27
Less distributions:
Dividends from net investment income		(0.14	)		(0.15	)		(0.11	)		(0.15	)		(0.03	)
Distributions from net realized gains		(0.43	)		(0.20	)		—			—			—
Total dividends and distributions		(0.57	)		(0.35	)		(0.11	)		(0.15	)		(0.03	)
Net asset value, end of period	$	13.34		$	12.09		$	12.23		$	10.25		$	10.24
Total return (b)		15.81	%		1.64	%		20.58	%		1.58	%		2.70	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	2,014		$	1,123		$	685		$	269		$	3,111
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		1.15	%		1.15	%		1.20	%		1.35	%		1.35	%
Before waivers and reimbursements (a)(f)		2.26	%		2.42	%		2.77	%		2.76	%		4.21	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		1.19	%		1.21	%		1.17	%		1.23	%(aa)		1.14	%(l)
Before waivers and reimbursements (a)(f)		0.08	%		(0.06	)%		(0.41	)%		(0.18	)%(aa)		(1.73	)%(l)
Portfolio turnover rate (z)^		31	%		49	%		41	%		27	%		29	%
	Year Ended October 31,												November 12, 2014* to October 31, 2015
Class I	2019			2018			2017			2016
Net asset value, beginning of period	$	12.11		$	12.25		$	10.27		$	10.26		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)		0.19			0.18			0.17			0.15	##		0.14
Net realized and unrealized gain (loss)		1.67			0.06	†		1.95			0.03			0.15
Total from investment operations		1.86			0.24			2.12			0.18			0.29
Less distributions:
Dividends from net investment income		(0.17	)		(0.18	)		(0.14	)		(0.17	)		(0.03	)
Distributions from net realized gains		(0.43	)		(0.20	)		—			—			—
Total dividends and distributions		(0.60	)		(0.38	)		(0.14	)		(0.17	)		(0.03	)
Net asset value, end of period	$	13.37		$	12.11		$	12.25		$	10.27		$	10.26
Total return (b)		16.16	%		1.86	%		20.85	%		1.84	%		2.94	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	23,959		$	16,340		$	14,158		$	10,838		$	3,218
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.90	%		0.90	%		0.96	%		1.10	%		1.10	%
Before waivers and reimbursements (a)(f)		2.02	%		2.16	%		2.49	%		2.51	%		3.96	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		1.49	%		1.47	%		1.48	%		1.44	%(aa)		1.38	%(l)
Before waivers and reimbursements (a)(f)		0.37	%		0.21	%		(0.05	)%		0.04	%(aa)		(1.48	)%(l)
Portfolio turnover rate (z)^		31	%		49	%		41	%		27	%		29	%

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS (Continued)

	Year Ended October 31,												November 12, 2014* to October 31, 2015
Class R	2019			2018			2017			2016
Net asset value, beginning of period	$	12.06		$	12.20		$	10.23		$	10.22		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)		0.12			0.12			0.11			0.10	##		0.09
Net realized and unrealized gain (loss)		1.67			0.06	†		1.94			0.03			0.16
Total from investment operations		1.79			0.18			2.05			0.13			0.25
Less distributions:
Dividends from net investment income		(0.11	)		(0.12	)		(0.08	)		(0.12	)		(0.03	)
Distributions from net realized gains		(0.43	)		(0.20	)		—			—			—
Total dividends and distributions		(0.54	)		(0.32	)		(0.08	)		(0.12	)		(0.03	)
Net asset value, end of period	$	13.31		$	12.06		$	12.20		$	10.23		$	10.22
Total return (b)		15.55	%		1.39	%		20.21	%		1.32	%		2.47	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	151		$	136		$	137		$	115		$	3,073
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		1.40	%		1.40	%		1.46	%		1.60	%		1.60	%
Before waivers and reimbursements (a)(f)		2.52	%		2.66	%		2.98	%		3.01	%		4.46	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		1.00	%		0.98	%		0.98	%		0.98	%(aa)		0.89	%(l)
Before waivers and reimbursements (a)(f)		(0.12	)%		(0.29	)%		(0.54	)%		(0.43	)%(aa)		(1.98	)%(l)
Portfolio turnover rate (z)^		31	%		49	%		41	%		27	%		29	%
	Year Ended October 31,												November 12, 2014* to October 31, 2015
Class T**	2019			2018			2017			2016
Net asset value, beginning of period	$	12.11		$	12.25		$	10.27		$	10.26		$	10.00
Income (loss) from investment operations:
Net investment income (loss) (e)		0.19			0.18			0.17			0.15	##		0.14
Net realized and unrealized gain (loss)		1.67			0.06	†		1.95			0.03			0.15
Total from investment operations		1.86			0.24			2.12			0.18			0.29
Less distributions:
Dividends from net investment income		(0.17	)		(0.18	)		(0.14	)		(0.17	)		(0.03	)
Distributions from net realized gains		(0.43	)		(0.20	)		—			—			—
Total dividends and distributions		(0.60	)		(0.38	)		(0.14	)		(0.17	)		(0.03	)
Net asset value, end of period	$	13.37		$	12.11		$	12.25		$	10.27		$	10.26
Total return (b)		16.16	%		1.86	%		20.85	%		1.84	%		2.94	%
Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	138		$	125		$	127		$	106		$	1,029
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.90	%		0.90	%		0.96	%		1.10	%		1.10	%
Before waivers and reimbursements (a)(f)		2.27	%		2.41	%		2.96	%		3.51	%		4.96	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		1.50	%		1.47	%		1.48	%		1.48	%(aa)		1.39	%(l)
Before waivers and reimbursements (a)(f)		0.13	%		(0.04	)%		(0.52	)%		(0.93	)%(aa)		(2.48	)%(l)
Portfolio turnover rate (z)^		31	%		49	%		41	%		27	%		29	%

See Notes to Financial Statements.

162

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FINANCIAL HIGHLIGHTS (Continued)

* Commencement of Operations.

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

† The amount shown for a share outstanding throughout the period does not accord with the aggregate net income and/or gain on investments for that period because of the timing of sales and repurchases of the Fund shares in relation to fluctuating market value of the investments in the Fund.

## Includes income resulting from a special dividend. Without this dividend, the per share income amounts would be $0.08, $0.11, $0.06 and $0.11 for Class A, Class I, Class R and Class T, respectively.

^ Portfolio turnover rate excludes derivatives, if any.

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

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

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

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

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

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

(aa) Includes income resulting from a special dividend. Without this dividend, the ratios for each class would have been 0.37% lower.

See Notes to Financial Statements.

163

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NOTES TO FINANCIAL STATEMENTS

October 31, 2019

Note  1 Organization and Significant Accounting Policies

1290 Funds (the “Trust”) was organized as a Delaware statutory trust on March 1, 2013 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company with eighteen diversified funds in operation (each, a “Fund” and collectively, the “Funds”). The investment adviser to each Fund is AXA Equitable Funds Management Group, LLC d/b/a 1290 Asset Managers^® (“1290 Asset Managers” or “FMG LLC” or the “Adviser”), a wholly-owned subsidiary of AXA Equitable Life Insurance Company (“AXA Equitable”).

On June 8, 2018 and June 13, 2018, FMG LLC redeemed capital out of the 1290 Diversified Bond Fund in the amount of $20,000,000 and $19,591,184, respectively, for Class I shares. On June 8, 2018 and June 13, 2018, FMG LLC contributed capital into the 1290 GAMCO Small/Mid Cap Value Fund in the amount of $20,000,000 and $19,591,184, respectively, for Class I shares.

On September 10, 2019, FMG LLC redeemed capital out of the 1290 Retirement 2025 Fund in the amount of $2,905,000 for Class I shares.

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

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

The 1290 Retirement 2020 Fund, 1290 Retirement 2025 Fund, 1290 Retirement 2030 Fund, 1290 Retirement 2035 Fund, 1290 Retirement 2040 Fund, 1290 Retirement 2045 Fund, 1290 Retirement 2050 Fund, 1290 Retirement 2055 Fund and the 1290 Retirement 2060 Fund (each, a “1290 Retirement Fund” and together, the “1290 Retirement Funds”) as well as 1290 Multi- Alternative Strategies Fund and 1290 Low Volatility Global Equity Fund are types of mutual funds often described as “fund-of-funds.” These Funds pursue their investment objectives by investing exclusively in other unaffiliated investment companies or exchange-traded funds (“ETFs”). The underlying funds’ financial statements are publicly available through the SEC’s EDGAR database (https://www.sec.gov/edgar/searchedgar/companysearch.html).

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

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

Additionally, Class A shares are sold at a maximum front-end sales charge of up to 4.50% for 1290 Convertible Securities Fund, 1290 Diversified Bond Fund and 1290 High Yield Bond Fund, and up to 5.50% for 1290 DoubleLine Dynamic Allocation Fund, 1290 GAMCO Small/ Mid Cap Value Fund, 1290 Global Talents Fund, 1290 Low Volatility Global Equity Fund, 1290 Multi-Alternative Strategies Fund, 1290 SmartBeta Equity Fund and each 1290 Retirement Fund. Class A shares sold without a front-end sales charge are subject to a contingent deferred sales charge (“CDSC”) of 1% of the lesser of the original net asset value (“NAV”) of the redeemed shares at the time of purchase or the aggregate NAV of the redeemed shares at the time of redemption, if redeemed within 12 months of purchase. Class T shares are subject to a maximum front-end sales charge of up to 2.50%.

164

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NOTES TO FINANCIAL STATEMENTS (Continued)

October 31, 2019

The investment objectives of each Fund are as follows:

1290 Convertible Securities Fund (sub-advised by Palisade Capital Management, L.L.C.) — Seeks a high level of total return.

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

1290 DoubleLine Dynamic Allocation Fund (sub-advised by DoubleLine Capital LP) — Seeks to achieve total return from long-term capital appreciation and income.

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

1290 Global Talents Fund (sub-advised by AXA Investment Managers, Inc. (“AXA IM”)) — Seeks to provide long-term capital growth.

1290 High Yield Bond Fund (sub-advised by AXA IM) — Seeks to maximize current income.

1290 Low Volatility Global Equity Fund — Seeks long-term capital appreciation while managing portfolio volatility.

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

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

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

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

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

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

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

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

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

1290 Retirement 2060 Fund — Seeks the highest total return over time consistent with its asset mix while managing portfolio volatility. Total return includes capital growth and income.

1290 SmartBeta Equity Fund (sub-advised by AXA Rosenberg Investment Management LLC) — Seeks to achieve long-term capital appreciation.

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

The preparation of financial statements in accordance with United States of America generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates. The Funds are investment companies and, accordingly, follow the

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Investment Company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standards Codification Topic 946 — Investment Companies, which is part of U.S. GAAP.

In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. (“ASU”) 2017-08, “Receivables — Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities.” ASU 2017-08 shortens the amortization period for certain callable debt securities, held at a premium, to be amortized to the earliest call date rather than the contractual maturity date. The Funds will adopt and apply ASU 2017-08 on a modified retrospective basis through a cumulative-effect adjustment as of November 1, 2019. As a result of the adoption of ASU 2017-08, as of November 1, 2019, for each Fund with in-scope securities, the amortized cost basis of investments will be reduced and unrealized appreciation of investments will be increased, but there will be no impact on net assets or overall results from operations.

Valuation:

Equity securities (including securities issued by ETFs) listed on national securities exchanges are generally valued at the last sale price or official closing price on the date of valuation or, if there is no sale or official closing price, at the latest available bid price. Securities listed on the NASDAQ stock market will be valued using the NASDAQ Official Closing Price (“NOCP”). Generally, the NOCP will be the last sale price unless the reported trade for the security is outside the range of the bid/ask price. In such cases, the NOCP will be normalized to the nearer of the bid or ask price. Other unlisted stocks are generally valued at their last sale price or official closing price, or if there is no such price, at a bid price estimated by a broker.

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

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

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

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

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October 31, 2019

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

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

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

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

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

Swap agreements are two party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. Swaps are marked-to-market daily based upon values from third party vendors, which may include a clearing counterparty, registered exchange, or quotations from market makers to the extent available. In the event that market quotes are not readily available and the swap cannot be valued pursuant to one of the valuation methods, the value of the swap will be determined in good faith by the Committee. Changes in market value, if any, are reflected as a component of net changes in unrealized appreciation (depreciation) on the Statements of Operations. Daily changes in valuation of centrally cleared swaps, if any, are recorded as a receivable or payable for the change in value as appropriate (“variation margin”) on the Statements of Assets and Liabilities. There is potential for swaps to be illiquid. Over-the-counter (“OTC”) swap payments received or made at the beginning of the measurement period are reflected as such on the Statements of Assets and Liabilities and represent premiums paid or received upon entering into the swap agreement to compensate for differences between the stated terms of the swap agreement and prevailing market conditions (credit spreads, currency exchange rates, interest rates, and other relevant factors). These upfront premiums are recorded as realized gains or losses on the Statement of Operations upon termination or maturity of the swap. A liquidation payment received or made at the termination of the swap is recorded as realized gain or loss on the Statement of Operations. Net periodic payments received or paid by a Fund are included as part of realized gains or losses on the Statement of Operations.

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

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October 31, 2019

swap agreements, securities or cash may be identified as collateral or margin in accordance with the terms of the respective swap agreements to provide assets of value and recourse in the event of default or bankruptcy/insolvency.

Currency swaps involve the exchange by one party with another party of a series of payments in specified currencies. Currency swaps usually involve the delivery of the entire principal value of one designated currency in exchange for the other designated currency. Therefore, the entire principal value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. In addition, a Fund may enter into currency swaps that involve an agreement to pay interest streams in one currency based on a specified index in exchange for receiving interest streams denominated in another currency. Currency swaps may involve initial and final exchanges that correspond to the agreed upon notional amount.

Interest rate swaps involve the exchange between two parties of payments calculated by reference to specified interest rates (e.g., an exchange of floating rate payments for fixed rate payments). The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index exceeds a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate floor. Caps and floors may be less liquid than swaps. In addition, the value of interest rate transactions will fluctuate based on changes in interest rates.

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

In the case of a credit default swap sold by a Fund (i.e., where the Fund is selling credit default protection), the Fund may value the credit default swap at its notional amount in applying certain of the Fund’s investment policies and restrictions, but may value the credit default swap at market value for purposes of applying certain of the Fund’s other investment policies and restrictions.

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October 31, 2019

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

During the year ended October 31, 2019, certain Funds held forward foreign currency contracts to either gain exposure to certain currencies, or enter into an economic hedge against changes in the values of securities held in the Fund, that do not qualify for hedge accounting under Accounting Standards Codification (“ASC”) 815. The Statement of Operations for each Fund reflects realized gains or losses, if any, in forward currency transactions and change in unrealized gains or losses in forward foreign currency transactions. Further information on the impact of these positions on the Funds’ financial statements can be found in the Statement of Operations and Portfolio of Investments for each Fund.

If market quotations are not readily available for a security or other financial instrument, such security and instrument shall be referred to the Trust’s Valuation Committee (“Committee”), which will value the asset in good faith pursuant to procedures (“Pricing Procedures”) adopted by the Board of Trustees of the Trust (the “Board”).

The Board is responsible for ensuring that appropriate valuation methods are used to price securities for the Funds. The Board has delegated the responsibility of calculating the NAVs of each of the Funds and classes pursuant to these Pricing Procedures to the Trust’s administrator, FMG LLC (in its capacity as administrator, the “Administrator”). The Administrator has entered into a sub-administration agreement with JPMorgan Chase Bank, N.A. (the “Sub-Administrator”), which assists in performing certain of the duties described herein. The Committee, established by the Board, determines the value of the Trust’s securities and assets for which market quotations are not readily available or for which valuation cannot otherwise be provided in accordance with procedures adopted by the Board. The Committee is comprised of senior employees from FMG LLC.

Due to the inherent uncertainty of valuations of such securities, the fair value may differ significantly from the values that would have been used had a ready market for such securities existed.

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

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

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

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

A summary of inputs used to value each Fund’s assets and liabilities carried at fair value as of October 31, 2019, is included in the Portfolio of Investments for each Fund. Changes in valuation techniques may result in transfers in or out of an investment’s assigned level.

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

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October 31, 2019

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

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

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

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

Pursuant to procedures approved by the Board, events or circumstances affecting the values of Fund securities that occur between the closing of their principal markets and the time the NAV is determined may be reflected in the Trust’s calculation of a NAV for each applicable Fund when the Adviser deems that the particular event or circumstance would materially affect such Fund’s NAV. At October 31, 2019, none of the Funds applied these procedures.

Security Transactions and Investment Income:

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

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

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

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October 31, 2019

Allocation of Expenses and Income:

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

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

Foreign Currency Valuation:

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

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

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

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

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

Taxes:

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

The Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. However, the Funds’ conclusions may be subject to future review based on changes in, or the interpretation of, the accounting standards or tax laws and regulations. The Funds recognize interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statements of Operations. During the year ended October 31, 2019, the Funds did not incur any interest or penalties. Each of the tax years in the four year period ended October 31, 2019 remains subject to examination by the Internal Revenue Service, state and local taxing authorities.

Dividends from net investment income, if any, are declared and distributed at least annually for all Funds (1290 Convertible Securities Fund, 1290 Diversified Bond Fund and 1290 High Yield Bond Fund declare and distribute monthly). Dividends to shareholders of a Fund to which

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October 31, 2019

such gains are attributable from net realized short-term and long-term capital gains are declared and distributed at least annually. All distributions are calculated on a tax basis and, as such, the amounts may differ from financial statement investment income and realized gains. Short-term capital gains and foreign currency gains are treated as capital gains for U.S. GAAP purposes but are considered ordinary income for tax purposes. The tax character of distributions for the years ended October 31, 2019 and October 31, 2018 and the tax composition of undistributed ordinary income and undistributed long term gains at October 31, 2019 are presented in the following table. For the Funds, the cumulative timing differences related to the tax composition of undistributed ordinary income and long term gains are primarily due to wash sale loss deferrals (1290 GAMCO Small/Mid Cap Value) and capital loss carryover (1290 High Yield Bond and 1290 Multi-Alternative Strategies).

	Year Ended October 31, 2019				As of October 31, 2019				Year Ended October 31, 2018
Funds:	Distributed Ordinary Income		Distributed Long Term Gains		Accumulated Undistributed Ordinary Income		Accumulated Undistributed Long Term Gains		Distributed Ordinary Income		Distributed Long Term Gains
1290 Convertible Securities	$	568,167	$	820,812	$	471,472	$	741,420	$	550,306	$	245,075
1290 Diversified Bond		2,216,565		—		2,516,863		1,134,557		2,638,391		—
1290 DoubleLine Dynamic Allocation		1,100,643		1,627,303		2,285,165		930,995		1,554,308		2,764,419
1290 GAMCO Small/Mid Cap Value		1,094,928		212,987		951,714		684,088		369,101		242,379
1290 Global Talents		20,882		1,259,775		47,352		117,541		33,488		—
1290 High Yield Bond		1,894,976		—		—		—		1,818,704		—
1290 Low Volatility Global Equity		83,091		5,361		42,885		14,810		59,429		—
1290 Multi-Alternative Strategies		203,361		21,640		194,450		—		38,183		69,201
1290 Retirement 2020		120,395		22,023		153,589		146,857		49,252		250
1290 Retirement 2025		161,829		14,712		249,117		347,143		49,002		—
1290 Retirement 2030		84,195		4,009		73,287		18,396		46,752		—
1290 Retirement 2035		105,840		1,252		102,650		64,202		46,752		—
1290 Retirement 2040		65,663		2,736		44,182		4,590		47,002		—
1290 Retirement 2045		73,894		1,428		65,471		333		47,142		—
1290 Retirement 2050		67,767		2,824		43,378		4,286		47,252		—
1290 Retirement 2055		66,386		2,655		39,356		2,550		47,252		—
1290 Retirement 2060		62,501		2,604		38,412		4,230		47,502		—
1290 SmartBeta Equity		248,559		637,011		276,406		297,433		290,538		160,318

Ordinary losses incurred after December 31st and within the taxable year are deemed to arise on the first business day of a Fund’s next taxable year. For the year ended October 31, 2019, the Fund elected to defer late year losses, in the amount listed below:

Fund:	Deferred Late Year Losses
1290 Multi-Alternative Strategies	$	1,381

The following Fund had a Return of Capital during the year ended October 31, 2019:

Fund:	Return of Capital
1290 High Yield Bond	$	37,045

The following Fund had a Return of Capital during the year ended October 31, 2018:

Fund:	Return of Capital
1290 Diversified Bond	$	174,948

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October 31, 2019

Permanent book and tax differences relating to shareholder distributions resulted in reclassifications to undistributed (overdistributed) net investment income (loss), accumulated net realized gain (loss) and paid-in-capital at October 31, 2019 as follows:

Funds:	Undistributed Net Investment Income (Loss) (a)			Accumulated Net Realized Gain (Loss) (a)			Paid In Capital
1290 Convertible Securities	$	397,548		$	(397,547	)	$	(1	)
1290 Diversified Bond		(99,489	)		94,645			4,844
1290 DoubleLine Dynamic Allocation		62,584			(62,584	)		—
1290 GAMCO Small/Mid Cap Value		(19,867	)		19,867			—
1290 Global Talents		(4,499	)		4,499			—
1290 Low Volatility Global Equity		(1,695	)		1,695			—
1290 Multi-Alternative Strategies		(3,146	)		10,844			(7,698	)
1290 Retirement 2020		(331	)		536			(205	)
1290 Retirement 2025		(615	)		987			(372	)
1290 Retirement 2030		(3,403	)		3,403			—
1290 Retirement 2035		(942	)		1,084			(142	)
1290 Retirement 2040		(1,973	)		1,973			—
1290 Retirement 2045		(584	)		625			(41	)
1290 Retirement 2050		(2,271	)		2,271			—
1290 Retirement 2055		(832	)		832			—
1290 Retirement 2060		(1,078	)		1,078			—
1290 SmartBeta Equity		(3,942	)		3,942			—

(a) These components of net assets are included in Total Distributable Earnings (Loss) in the Statement of Assets and Liabilities.

The significant permanent book and tax difference related to the adjustments above is investments in contingent payment debt instruments (1290 Convertible Securities).

Net capital losses recognized by the Funds may get carried forward indefinitely, and retain their character as short-term and/or long-term losses. A portion of 1290 High Yield Bond’s capital loss carryforward is subject to an annual limitation under the Internal Revenue Code and related regulations. The following Funds have capital losses incurred that will be carried forward as follows:

	Utilized				Losses Carried Forward
Funds:	Short Term		Long Term		Short Term		Long Term
1290 Diversified Bond	$	29,675	$	—	$	—	$	—
1290 High Yield Bond		89,979		—		661,104		1,769,147
1290 Multi-Alternative Strategies		—		—		81,786		148,639

Accounting for Derivative Instruments:

Following is a description of how and why the Funds use derivative instruments, the type of derivatives utilized by the Funds during the reporting period, as well as the primary underlying risk exposures related to each instrument type. Derivatives accounted for as hedging instruments must be disclosed separately from those that do not qualify for hedge accounting. Even though the Funds may use derivatives in an attempt to achieve an economic hedge, the Fund’s derivatives are not accounted for as hedging instruments because the Funds account for their derivatives at fair value and record any changes in fair value in current period earnings in the Statements of Operations. All open derivative positions at period end are reflected on each respective Fund’s Portfolio of Investments. The volume of derivative activity, based on month- end notional amounts during the period is also noted in each respective Fund’s Portfolio of Investments. Portfolio securities are reserved and/or pledged with the custodian for current or potential derivative holdings as necessary throughout the year.

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Options:

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

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

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

The futures contracts used by the Funds are agreements to buy or sell a financial instrument for a set price in the future. Options on futures contracts used by the Funds are rights to buy, or sell a futures contract for a set price in the future. Certain Funds buy or sell futures contracts for the purpose of protecting their Fund securities against future changes in interest rates and indices which might adversely affect the value of the Funds’ securities or the price of securities that they intend to purchase at a later date. Initial margin deposits are made upon entering into futures contracts and can be in cash, certain money market instruments, treasury securities or other liquid, high grade debt securities. During the period the futures contracts are open, changes in the market price of the contracts are recognized as unrealized gains or losses by “marking-to-market” at the end of each trading day. Variation margin payments on futures contracts are received or made, depending upon whether unrealized gains or losses are incurred. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the proceeds from or cost of the closing transactions and the Fund’s basis in the contract. Should interest rates or indices move unexpectedly, the Fund may not achieve the anticipated benefits of the futures contracts and may incur a loss. The use of futures contracts transactions involves the risk of imperfect correlation in movements in the price of futures contracts, interest rates and the underlying hedged assets. Use of long futures contracts subjects the Funds to risk of loss in excess of the amounts shown on the Statements of Assets and Liabilities, up to the notional value of the futures contracts. Use of short futures contracts subjects the Funds to unlimited risk of loss. The Funds enter into futures contracts only on exchanges or boards of trade. The exchange or board of trade acts as the counterparty to each futures transaction; therefore, a Fund’s credit risk is limited to failure of the exchange or board of trade.

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

Forward Settling Transactions:

Certain Funds make contracts to purchase or sell securities for a fixed price at a future date beyond customary settlement time (“forward settling transactions”). Funds may designate the segregation, either on their records or with the Trust’s custodian, of cash or other liquid securities in an amount sufficient to meet the purchase price, or may enter into offsetting contracts for the forward sale of other securities they own. These commitments are reported at market value in the financial statements. Forward settling transactions may be considered securities in themselves and involve a risk of loss if the value of the security to be purchased declines or if the value of the security to be sold increases prior to the settlement date, which is a risk in addition to the risk of decline in value of the Funds’ other assets. Where such purchases or sales are made through dealers, a Fund relies on the dealer to consummate the sale. The dealer’s failure to do so may result in the loss to a Fund of an advantageous yield or price. Market risk exists on these commitments to the same extent as if the securities were owned on a settled basis and gains and losses are recorded and reported in the same manner. However, during the commitment period, these investments earn no interest or dividends. The use of forward settling transaction may result in market risk to the Funds that is greater than if the Funds had engaged solely in transactions that settle in the customary time.

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

Master netting arrangements and collateral:

International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreements”) govern bilateral OTC derivative transactions entered into by the Sub-Advisors on behalf of the Funds with select counterparties. ISDA Master Agreements maintain provisions for general obligations, representations, agreements, collateral posting and events of default or termination. Events of termination include conditions that may entitle counterparties to elect to

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terminate early and cause settlement of all outstanding transactions under the applicable ISDA Master Agreement. Any election to terminate early could be material to the financial statements. In limited circumstances, the ISDA Master Agreement may contain additional provisions that add counterparty protection beyond coverage of existing daily exposure if the counterparty has a decline in credit quality below a predefined level. These amounts, if any, may be segregated with a third-party custodian. The market value of OTC financial derivative instruments, collateral received or pledged, and net exposure by counterparty as of period end are disclosed in the Portfolio of Investments.

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

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

Collateral on OTC derivatives and centrally cleared derivatives may be in the form of cash or debt securities issued by the U.S. government or related agencies or foreign governments. Cash pledged as collateral by a Fund is reflected as cash held as collateral at the broker in the accompanying financial statements and generally is restricted from withdrawal by the Fund; securities pledged by a Fund are so noted in the accompanying Portfolio of Investments; both remain in the Fund’s assets. Securities received as collateral by counterparties are not included in the Fund’s assets because the Fund does not obtain effective control over those securities. The obligation to return cash collateral received from counterparties is included as a liability in the accompanying financial statements. Collateral posted or received by the Fund may be held in a segregated account at the respective counterparty or Fund’s custodian. For OTC derivatives, collateral posted or received by the Fund is held in a segregated account at the respective counterparty or Fund’s custodian. As of October 31, 2019, collateral pledged by counterparties to 1290 DoubleLine Dynamic Allocation for OTC derivatives consisted of $449,262 in the form of a U.S. Treasury Bond and a U.S. Treasury Inflation Linked Bond.

Market and Credit Risk:

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

Interest rate risk is the risk that fixed income securities will decline in value because of changes in interest rates. When nominal interest rates decline, the value of certain fixed-income securities held by a Fund generally rises. Conversely, when nominal interest rates rise, the value of certain fixed income securities held by a Fund generally decreases. A nominal interest rate can be described as the sum of a real interest rate and an expected inflation rate. Interest rate changes can be sudden and unpredictable, and a Fund may lose money if these changes are not anticipated by Fund management. A Fund may not be able to hedge against changes in interest rates or may choose not to do so for cost or other reasons. In addition, any hedges may not work as intended. Fixed income securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than securities with shorter durations. Duration is useful primarily as a measure of the sensitivity of a security’s market price to interest rate (i.e., yield) movements. As of

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October 31, 2019, interest rates are near historic lows in the United States, and below zero in other parts of the world, including certain European countries and Japan. A Fund is subject to greater risk of rising interest rates due to these market conditions. A significant or rapid rise in interest rates could result in losses to the Fund.

Many debt securities, derivatives and other financial instruments utilize the London Interbank Offered Rate (“LIBOR”) as the reference or benchmark rate for variable interest rate calculations. In July 2017, the UK Financial Conduct Authority announced that after 2021 it will cease its active encouragement of UK banks to provide quotations needed to sustain LIBOR, suggesting that LIBOR may cease to be published after that time. Financial industry groups have begun planning for a transition to the use of a different benchmark, but there are obstacles to converting certain longer term securities and transactions to a new benchmark. The transition process might lead to increased volatility and illiquidity in markets that currently rely on the LIBOR to determine interest rates, a reduction in the values of some LIBOR-based investments, and reduced effectiveness of certain hedging strategies, which may adversely affect a Portfolio’s performance or net asset value. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021. In addition, the alternative reference or benchmark rate may be an ineffective substitute resulting in prolonged adverse market conditions for a Portfolio.

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

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

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

The market values of the Fund’s investments may decline due to general market conditions which are not specifically related to a particular company or issuer, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Equity securities and equity related investments generally have greater market price volatility than fixed income securities, although under certain market conditions fixed income securities may have comparable or greater price volatility. Credit ratings downgrades may also negatively affect securities held by a Fund. Even when markets perform well, there is no assurance that the investments held by a Fund will increase in value along with the broader market. In addition, market risk includes the risk that geopolitical events will disrupt the economy on a national or global level.

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October 31, 2019

A Fund will be exposed to credit risk to parties with whom it trades and will also bear the risk of settlement default. A Fund seeks to minimize concentrations of credit risk by undertaking transactions with a large number of counterparties on recognized and reputable exchanges, where applicable. A Fund could lose money if the issuer or guarantor of a fixed income security, or the counterparty of a financial derivatives contract, repurchase agreement or a loan of portfolio securities or other transactions, is unable or unwilling, or is perceived (whether by market participants, rating agencies, pricing services or otherwise) as unable or unwilling to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in credit ratings.

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

Because certain Funds invest in affiliated mutual funds, unaffiliated investment companies or ETFs, the Funds indirectly bear a portion of the fees and expenses incurred by the underlying funds and ETFs. As a result, the cost of investing in the Funds may be higher than the cost of investing in a Fund that exclusively invests directly in individual stocks and bonds. The Fund’s net asset value is subject to fluctuations in the net asset values of the underlying funds and the market values of the ETFs. The Funds are also subject to certain risks related to the underlying funds’ and ETFs’ investments in securities and financial instruments (such as fixed income securities, including high yield, asset-backed and mortgage-related securities, equity securities, foreign and emerging markets securities, commodities and real estate securities) and the ability of the Fund to meet its investment objective will directly depend on the ability of the underlying fund or ETF to meet its investment objective. With respect to the Fund’s investments in ETFs, there is also the risk that an ETF’s performance may not match that of the relevant index. It is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of the Fund’s investments in the ETF could be substantially and adversely affected. The extent to which the investment performance and risks associated with the Fund correlate to those of a particular underlying fund or ETF will depend upon the extent to which the Fund’s assets are allocated from time to time for investment in the underlying fund or ETF, which will vary.

Offsetting Assets and Liabilities:

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

Note  2 Agreements

The Trust, on behalf of each Fund, has entered into an investment advisory agreement (the “Advisory Agreement”) with the Adviser. Pursuant to the Advisory Agreement, the Adviser supervises the investment program for each Fund in accordance with each Fund’s investment

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October 31, 2019

objectives, policies and restrictions. The Adviser is paid a fee for these services. The fee is accrued daily and paid monthly based on the Fund’s average daily net assets, at an annual rate of:

Funds:	Investment Advisory Fees
1290 Retirement 2020	0.500% of average daily net assets
1290 Retirement 2025	0.500% of average daily net assets
1290 Retirement 2030	0.500% of average daily net assets
1290 Retirement 2035	0.500% of average daily net assets
1290 Retirement 2040	0.500% of average daily net assets
1290 Retirement 2045	0.500% of average daily net assets
1290 Retirement 2050	0.500% of average daily net assets
1290 Retirement 2055	0.500% of average daily net assets
1290 Retirement 2060	0.500% of average daily net assets

	(as a percentage of average daily net assets)
Funds:	First $1 Billion			Next $1 Billion			Next $3 Billion			Next $5 Billion			Thereafter
1290 DoubleLine Dynamic Allocation		0.750	%		0.700	%		0.675	%		0.650	%		0.625	%
1290 GAMCO Small/Mid Cap Value		0.750			0.700			0.675			0.650			0.625
1290 Global Talents		0.800			0.750			0.725			0.700			0.675
1290 SmartBeta Equity		0.700			0.650			0.625			0.600			0.575

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

	(as a percentage of average daily net assets)
Funds:	First $4 Billion			Next $4 Billion			Thereafter
1290 Convertible Securities		0.700	%		0.680	%		0.660	%
1290 Diversified Bond		0.600			0.580			0.560
1290 High Yield Bond		0.600			0.580			0.560

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

In addition to the advisory fee, each Fund pays the Administrator its proportionate share of an asset-based administration fee, which is equal to an annual rate of the greater of 0.15% of each Fund’s average daily net assets, or $30,000 per Fund (or $30,000 for each allocated portion (or sleeve) of a Fund, as applicable). The Administrator has contracted with the Sub- Administrator to provide, pursuant to a sub-administration agreement, the Funds with certain administrative services, including monitoring of Fund compliance and Fund accounting services.

The Trust, on behalf of the Funds, has entered into a distribution agreement (the “Distribution Agreement”) with ALPS Distributors, Inc. (“ALPS” or the “Distributor”), under which ALPS serves as Distributor for each Fund’s Class A, Class I, Class R and Class T shares.

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October 31, 2019

The Board has approved Distribution Plans pursuant to Rule 12b-1 under the 1940 Act for Class A, Class R and Class T shares for each Fund. Pursuant to the Distribution Plans, the Funds will pay the Distributor annual fees at the following rates:

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

* The Distribution Fees for Class T shares are currently being waived. This waiver is voluntary and could be eliminated at any time at the discretion of the Distributor. The amounts waived for the year ended October 31, 2019 are included in Waiver from distributor on the Statement of Operations for each Fund and are not eligible for recoupment.

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

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

The Adviser has contractually agreed to limit the expenses of certain Funds (exclusive of taxes, interest, brokerage commissions, dividend and interest expenses on securities sold short, capitalized expenses (other than offering costs), fees and expenses of other investment companies in which a Fund may invest (except as noted in the table below), 12b-1 fees and extraordinary expenses not incurred in the ordinary course of such Fund’s business) through April 30, 2021 (unless the Board consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”), pursuant to which the Adviser has agreed to make payments or waive or limit its fees so that the total annual operating expenses do not exceed the following annual rates:

Funds:	Total Expense Limited For  All Share Classes to (% of daily net assets)
1290 Convertible Securities**		0.90	%
1290 Diversified Bond		0.50
1290 DoubleLine Dynamic Allocation*, ***		0.95
1290 GAMCO Small/Mid Cap Value*		1.00
1290 Global Talents		1.00
1290 High Yield Bond***		0.75
1290 Low Volatility Global Equity*		0.65

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October 31, 2019

Funds:	Total Expense Limited For  All Share Classes to (% of daily net assets)
1290 Multi-Alternative Strategies*		1.40	%
1290 Retirement 2020*		0.65
1290 Retirement 2025*		0.65
1290 Retirement 2030*		0.65
1290 Retirement 2035*		0.65
1290 Retirement 2040*		0.65
1290 Retirement 2045*		0.65
1290 Retirement 2050*		0.65
1290 Retirement 2055*		0.65
1290 Retirement 2060*		0.65
1290 SmartBeta Equity		0.90

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

** Effective October 1, 2019.

*** Effective January 1, 2019.

Prior to October 1, 2019 the expense limitation was as follows:

Funds:	Total Expense Limited For  All Share Classes to (% of daily net assets)
1290 Convertible Securities		1.00	%

Prior to January 1, 2019, the expense limitations were as follows:

Funds	Total Expense Limited For All Share Classes to (% of daily net assets)
1290 Convertible Securities		1.05	%
1290 DoubleLine Dynamic Allocation*		1.00
1290 High Yield Bond		0.80

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

1290 Asset Managers first waives its advisory fees, then waives its administration fees, and then reimburses the Fund’s expenses out of its own resources. Each Fund may at a later date reimburse to 1290 Asset Managers the advisory fees waived or other expenses assumed and paid for by 1290 Asset Managers pursuant to the Expense Limitation Agreement within three years of payments or waivers being recorded, provided such Fund has reached a sufficient asset size to permit such reimbursement to be made without causing the total annual expense ratio of each Fund to exceed the percentage limits mentioned above for the respective period. Consequently, no reimbursement by a Fund will be made unless the Fund’s total annual expense ratio is less than the respective percentages stated above for the respective period. Any reimbursement, called recoupment fees on the Statement of Operations of the Fund, will be based on the earliest fees waived or assumed by 1290 Asset Managers. During the year ended October 31, 2019, the Funds did not incur recoupment fees. At October 31, 2019, under the Expense Limitation Agreement, the amount that would be recoverable from each Fund is as follows:

	Amount Eligible Through						Total  Eligible For Reimbursement
Funds:	2020		2021		2022
1290 Convertible Securities	$	—	$	—	$	149,972	$	149,972
1290 Diversified Bond		311,753		350,461		436,563		1,098,777
1290 DoubleLine Dynamic Allocation		—		—		229,925		229,925

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October 31, 2019

	Amount Eligible Through						Total  Eligible For Reimbursement
Funds:	2020		2021		2022
1290 GAMCO Small/Mid Cap Value	$	198,074	$	292,540	$	407,167	$	897,781
1290 Global Talents		198,217		196,463		210,795		605,475
1290 High Yield Bond		—		—		227,837		227,837
1290 Low Volatility Global Equity		93,099		138,255		133,039		364,393
1290 Multi-Alternative Strategies		163,049		141,540		152,126		456,715
1290 Retirement 2020		96,299		139,205		148,122		383,626
1290 Retirement 2025		96,317		140,647		164,119		401,083
1290 Retirement 2030		95,969		136,903		137,980		370,852
1290 Retirement 2035		96,339		139,321		143,164		378,824
1290 Retirement 2040		96,423		136,054		133,015		365,492
1290 Retirement 2045		97,023		138,025		137,163		372,211
1290 Retirement 2050		96,472		136,781		133,264		366,517
1290 Retirement 2055		96,529		136,944		132,927		366,400
1290 Retirement 2060		96,563		136,329		133,636		366,528
1290 SmartBeta Equity		198,111		208,207		236,252		642,570

During the year ended October 31, 2019, FMG LLC voluntarily waived fees for certain Funds. These amounts are included in Voluntary waiver from investment adviser on the Statement of Operations for each Fund and are not eligible for recoupment.

FMG LLC also voluntarily agreed to forgo any amounts eligible for recoupment that were waived or reimbursed prior to December 31, 2018 in conjunction with the expense limitation change effective January 1, 2019 for 1290 Convertible Securities, 1290 DoubleLine Dynamic Allocation and 1290 High Yield Bond.

Note  3 Sales Charges

The Distributor receives sales charges on the Funds’ Class A and Class T shares and the proceeds of contingent deferred sales charges paid by the investor in connection with certain redemptions of the Funds’ Class A shares. The Distributor has advised the Funds that for the year ended October 31, 2019, the proceeds retained from sales and redemptions are as follows:

	Class A				Class T
Funds:	Front End Sales Charge		Contingent Deferred Sales Charge		Front End Sales Charge
1290 Convertible Securities	$	3,672	$	—	$	—
1290 Diversified Bond		39,483		—		—
1290 DoubleLine Dynamic Allocation		19,877		—		—
1290 GAMCO Small/Mid Cap Value		43,071		—		—
1290 Global Talents		16,323		—		—
1290 High Yield Bond		9,809		—		—
1290 Multi-Alternative Strategies		2,844		—		—
1290 SmartBeta Equity		47,303		—		—

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

Note  4 Compensation of Officers

Each officer of the Trust is an employee of AXA Equitable, FMG LLC and/or AXA Distributors, LLC. No officer of the Trust, other than the Chief Compliance Officer, receives

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October 31, 2019

compensation paid by Trust. During the year ended October 31, 2019, the Chief Compliance Officer received, from the three trusts in the fund complex, compensation in the amount of $75,000, of which the Trust paid $181.

Note  5 Percentage of Ownership by Affiliates

At October 31, 2019, 1290 Asset Managers and AXA Equitable held investments in each of the Funds as follows:

Funds:	Percentage of Ownership
1290 Convertible Securities		89	%
1290 Diversified Bond		37
1290 DoubleLine Dynamic Allocation		90
1290 GAMCO Small/Mid Cap Value		42
1290 Global Talents		91
1290 High Yield Bond		75
1290 Low Volatility Global Equity		84
1290 Multi-Alternative Strategies		57
1290 Retirement 2020		99
1290 Retirement 2025		100
1290 Retirement 2030		99
1290 Retirement 2035		99
1290 Retirement 2040		99
1290 Retirement 2045		99
1290 Retirement 2050		100
1290 Retirement 2055		100
1290 Retirement 2060		100
1290 SmartBeta Equity		53

Note  6 Subsequent Events

The Adviser evaluated subsequent events from October 31, 2019, the date of these financial statements, through the date these financial statements were issued. There were no subsequent events to disclose.

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees of 1290 Funds and Shareholders of each of the eighteen funds listed in the table below:

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of each of the funds listed in the table below (constituting 1290 Funds, hereafter collectively referred to as the “Funds”) as of October 31, 2019, the related statements of operations for the year ended October 31, 2019, the statements of changes in net assets for each of the two years in the period ended October 31, 2019, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of October 31, 2019, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period ended October 31, 2019 and each of the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

1290 Convertible Securities Fund	1290 Retirement 2025 Fund
1290 Diversified Bond Fund	1290 Retirement 2030 Fund
1290 DoubleLine Dynamic Allocation Fund	1290 Retirement 2035 Fund
1290 GAMCO Small/Mid Cap Value Fund	1290 Retirement 2040 Fund
1290 Global Talents Fund	1290 Retirement 2045 Fund
1290 High Yield Bond Fund	1290 Retirement 2050 Fund
1290 Low Volatility Global Equity Fund	1290 Retirement 2055 Fund
1290 Multi-Alternative Strategies Fund	1290 Retirement 2060 Fund
1290 Retirement 2020 Fund	1290 SmartBeta Equity Fund

Basis for Opinions

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

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks 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 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. Our procedures included confirmation of securities owned as of October 31, 2019 by correspondence with the custodian, transfer agents and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.

/s/ PricewaterhouseCoopers LLP

New York, New York

December 16, 2019

We have served as the auditor of one or more investment companies in the AXA FMG LLC — advised mutual fund complex since 1997.

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1290 FUNDS

DISCLOSURE REGARDING ADVISORY CONTRACT APPROVALS

APPROVALS OF INVESTMENT ADVISORY AND INVESTMENT SUB-ADVISORY AGREEMENTS DURING THE SIX-MONTH PERIOD ENDED OCTOBER 31, 2019 (UNAUDITED)

At a meeting held on July 16-18, 2019, the Board of Trustees (the “Board”) of 1290 Funds (the “Trust”), including those Trustees who are not parties to any Agreement (as defined below) or “interested persons” (as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of such parties or the Trust (the “Independent Trustees”), considered and unanimously approved the renewal of the Investment Advisory Agreement (the “Advisory Agreement”) between the Trust and AXA Equitable Funds Management Group, LLC (d/b/a 1290 Asset Managers^®) (“1290 Asset Managers” or the “Adviser”) and, as applicable, the renewal of the Investment Sub-Advisory Agreement (each, a “Sub-Advisory Agreement” and together with the Advisory Agreement, the “Agreements”) between the Adviser and each investment sub-adviser (each, a “Sub-Adviser” and together, the “Sub-Advisers”), as shown in the table below with respect to the Funds listed, for an additional one-year term.

Funds	Agreement(s) Renewed by the Trust’s Board with respect to the Funds
1290 Low Volatility Global Equity Fund 1290 Multi-Alternative Strategies Fund	Advisory Agreement with 1290 Asset Managers
1290 Retirement 2020 Fund 1290 Retirement 2025 Fund 1290 Retirement 2030 Fund 1290 Retirement 2035 Fund 1290 Retirement 2040 Fund 1290 Retirement 2045 Fund 1290 Retirement 2050 Fund 1290 Retirement 2055 Fund 1290 Retirement 2060 Fund (collectively, the “1290 Retirement Funds”)
1290 Convertible Securities Fund	Advisory Agreement with 1290 Asset Managers Sub-Advisory Agreement with Palisade Capital Management LLC
1290 Diversified Bond Fund	Advisory Agreement with 1290 Asset Managers Sub-Advisory Agreement with Brandywine Global Investment Management LLC (“Brandywine”)
1290 DoubleLine Dynamic Allocation Fund	Advisory Agreement with 1290 Asset Managers Sub-Advisory Agreement with DoubleLine Capital LP and DoubleLine Equity LP
1290 GAMCO Small/Mid Cap Value Fund	Advisory Agreement with 1290 Asset Managers Sub-Advisory Agreement with GAMCO Asset Management, Inc.
1290 Global Talents Fund	Advisory Agreement with 1290 Asset Managers Sub-Advisory Agreement with AXA Investment Managers Inc. (“AXA IM”)
1290 High Yield Bond Fund	Advisory Agreement with 1290 Asset Managers Sub-Advisory Agreement with AXA IM
1290 SmartBeta Equity Fund	Advisory Agreement with 1290 Asset Managers Sub-Advisory Agreement with AXA Rosenberg Investment Management LLC (“AXA Rosenberg”)

In reaching its decision to renew the Agreement(s) with respect to each Fund, the Board considered the overall fairness of the Agreement and whether the Agreement was in the best interests of the Fund and its

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shareholders. The Board further considered all factors it deemed relevant with respect to each Fund, including: (1) the nature, quality and extent of the overall services to be provided to the Fund by the Adviser, the relevant Sub-Adviser and, where applicable, their respective affiliates, including the investment performance of the Fund; (2) the level of the Fund’s advisory fee and, where applicable, sub-advisory fee, and the Fund’s expense ratios relative to those of peer funds; (3) the costs of the services to be provided by, and the profits to be realized by, the Adviser and its affiliates from their relationships with the Fund; (4) the anticipated effect of growth and size on the Fund’s performance and expenses, including any potential economies of scale and, if so, whether any such economies of scale are equitably shared with shareholders; and (5) “fall-out” benefits that may accrue to the Adviser, the relevant Sub-Adviser and their respective affiliates (that is, indirect benefits that they would not receive but for their relationships with the Fund). In considering each Agreement, the Board members did not identify any particular factor or information that was all-important or controlling, and each Trustee may have given different weights to different factors and, thus, each Trustee may have had a different basis for his or her decision.

In connection with its deliberations, the Board took into account information (both written and oral) provided to the Board, including its various committees, throughout the year, as well as information provided specifically in connection with the annual renewal process. The Trustees also recognized that the contractual arrangements for the Funds have been reviewed by the Trustees and discussed with the Adviser in prior years and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements in prior years.

Information provided and discussed throughout the year included investment performance reports and related financial and general market outlook information for each Fund, as well as periodic reports on, among other matters, brokerage allocation and execution; pricing and valuation; legal and compliance matters; shareholder and other services and support provided to the Funds by the Adviser, the relevant Sub-Adviser and their respective affiliates; actual and potential conflicts of interest that could impact the business operations and relationships of the Adviser and the Trust or affect the Adviser’s recommendations about Sub-Advisers; sales and marketing activity; and risk management. In addition, the sub-groups of the Board’s Investment Committee, composed of Independent Trustees, met individually and engaged in extensive discussions, along with management representatives and outside legal counsel, with Sub-Advisers during in-person presentations made at regularly scheduled Investment Committee meetings during the year.

Information provided and discussed specifically in connection with the annual renewal process included a report prepared by Broadridge Financial Solutions Inc. (“Broadridge”), an independent provider of mutual fund industry data, as well as additional substantial material prepared by management. Broadridge provided its report directly to the Independent Trustees and included in its report comparative fee, expense, and investment performance information for each Fund. The materials provided by Broadridge in connection with the July 2019 annual renewal process reflected certain enhancements to the presentation and format of the materials provided by Broadridge in connection with the July 2018 annual renewal process. The enhancements were based on a review of the materials by the Independent Trustees, in consultation with their independent legal counsel, intended to ensure that the Independent Trustees continue to receive comparative fee, expense, and investment performance information in a format that enhances their review of the Funds’ investment advisory arrangements. The additional material prepared by management generally included Fund-by-Fund information showing each Fund’s average net assets; advisory fees and, where applicable, sub-advisory fees; expense ratios; expense limitation arrangements; investment performance (in addition to the performance information prepared by Broadridge); and profitability information, including information regarding the profitability of the Adviser’s operations on an overall Trust basis, as well as on a Fund-by-Fund basis. In addition, for each Fund, the Adviser and the relevant Sub-Adviser provided separate materials describing the Fund’s investment performance over various time periods and the services provided and the fees charged with respect to the Fund, and discussing whether the Fund had performed as expected over time and other matters.

The annual renewal process extends over at least two regular meetings of the Board in June and July to ensure that the Adviser and the Sub-Advisers have time to respond to any questions the Independent Trustees may have on their initial review of the materials and that the Independent Trustees have time to consider those responses. The Independent Trustees also held a conference call in advance of the meeting at which the Board approved the renewal of the Agreements to review the information provided and communicated follow-up questions for management to address at the renewal meeting. The Independent Trustees also met in executive sessions during the meeting to discuss the Agreements and the information provided. When invited,

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management representatives attended portions of the executive sessions to review and discuss matters relating to the Agreements and to provide additional information requested by the Independent Trustees. At the meeting and during the portions of the executive sessions attended by management, the Independent Trustees and management engaged in extensive discussions and negotiations regarding the Agreements. As noted below, as a result of these extensive discussions and negotiations, the Adviser proposed to lower the contractual expense limitation arrangement for one of the Funds. The Independent Trustees were assisted by independent legal counsel prior to and during the meeting and during their deliberations regarding the Agreements and also received from legal counsel materials addressing, among other things, the legal standards applicable to their consideration of the proposed renewal of the Agreements. In addition, the Independent Trustees reviewed information and met during the year to discuss information relevant to their annual consideration of the Agreements.

The Board also noted that the Trust is an affiliated investment company of EQ Advisors Trust and AXA Premier VIP Trust, which are also managed by the Adviser, and that all of the Board members also currently serve on the Boards of Trustees of EQ Advisors Trust and AXA Premier VIP Trust. The Board also noted that each Sub-Adviser other than Brandywine currently serves as investment sub-adviser for one or more portfolios, or allocated portion(s) of portfolio(s), of EQ Advisors Trust (such Sub-Advisers together, the “EQAT Sub-Advisers”). The Trustees took into account information relating to the Adviser and the EQAT Sub-Advisers provided to the Trustees, in their capacities as Trustees of EQ Advisors Trust, at prior meetings of the Board of Trustees of EQ Advisors Trust, and the Trustees noted their experience and familiarity with the Adviser, the EQAT Sub-Advisers, and the portfolios of EQ Advisors Trust and AXA Premier VIP Trust gained from their service on the Boards of Trustees of EQ Advisors Trust, AXA Premier VIP Trust, and the Trust.

Although the Board approved the renewal of the Agreements for all of the Funds at the same Board meeting, the Board considered each Fund separately. In approving the renewal of the relevant Agreement(s) with respect to each Fund, each Trustee, including the Independent Trustees, on the basis of their business judgment after review of the information provided, determined that the advisory fee and, where applicable, sub-advisory fee were fair and reasonable and that the renewal of the Agreement(s) was in the best interests of the applicable Fund and its shareholders. Although the Board gave attention to all information provided, the following discusses some of the primary factors it deemed relevant to its decision to renew the Agreements.

Nature, Quality and Extent of Services

The Board evaluated the nature, quality and extent of the overall services to be provided to each Fund and its shareholders by the Adviser, the relevant Sub-Adviser and, where applicable, their respective affiliates. In addition to the investment performance and expense information discussed below, the Board considered the Adviser’s and each relevant Sub-Adviser’s responsibilities with respect to each Fund and the Adviser’s and each relevant Sub-Adviser’s experience in serving as an investment adviser for the Fund(s) and for portfolios and accounts similar to the Fund(s) each advises, including, as applicable, portfolios or allocated portion(s) of portfolio(s) of EQ Advisors Trust and AXA Premier VIP Trust.

With respect to the Adviser, the Board considered that the Adviser is responsible for, among other things, developing investment strategies for the Funds (and the portions thereof); researching, selecting and hiring Sub-Advisers, conducting ongoing “due diligence” on and monitoring Sub-Advisers, and, when necessary or advisable, terminating or replacing Sub-Advisers; allocating and rebalancing Fund assets among Sub-Advisers; overseeing the selection of investments for the Funds (or the portions thereof) that the Sub-Advisers sub-advise; making investment decisions for the Funds (or the portions thereof) that it manages directly; monitoring and evaluating the performance of the Funds (or the portions thereof); monitoring the investment operations and composition of the Funds (or the portions thereof) and, in connection therewith, monitoring compliance with the Funds’ investment objectives, policies and restrictions, as well as the Funds’ compliance with applicable law and the Trust’s compliance policies and procedures; monitoring brokerage selection, commission and other trading costs, quality of execution, and other brokerage matters; coordinating and managing the flow of information and communications relating to the Funds among the Sub-Advisers and other applicable parties; coordinating responses to regulatory agency inquiries relating to the operations of the Trust and coordinating litigation matters involving the Adviser and the Trust; and implementing Board directives as they relate to the Funds. The Board also considered information regarding the Adviser’s process

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for selecting and monitoring the Sub-Advisers and the other service providers to the Funds and its process for making investment decisions for the Funds (or the portions thereof) that it manages directly, as well as information regarding the qualifications and experience of, and resources available to, the personnel who perform those functions with respect to the Funds. The Board further considered that the Adviser also provides the Trust with personnel, including Trust officers, in connection with carrying out its responsibilities and is responsible for coordinating the development of new initiatives and evaluating the impact of proposed products and services on the Trust and its assets. The Board also considered that the Adviser has assumed significant entrepreneurial risk in sponsoring the Funds and that the Adviser also bears and assumes significant ongoing risks, including investment, operational, enterprise, litigation, regulatory and compliance risks, with respect to the Funds. The Board considered that the Adviser’s responsibilities include daily monitoring of investment, operational, enterprise, litigation, regulatory and compliance risks as they relate to the Funds. The Board also considered information regarding, and met regularly with the Trust’s Director of Risk to discuss, the Adviser’s ongoing risk management activities and reporting.

With respect to the Sub-Advisers, the Board considered that each Sub-Adviser, subject to the oversight of the Adviser, is responsible for making investment decisions for the Fund(s) (or the portion(s) thereof) that it sub-advises; placing with brokers or dealers orders for the purchase and sale of investments for the Fund(s) (or the portion(s) thereof) that it sub-advises; and performing certain related administrative functions. The Board also reviewed information regarding each Sub-Adviser’s process for selecting investments for the Fund(s) (or the portion(s) thereof) that it sub-advises, as well as information regarding the qualifications and experience of the Sub-Adviser’s portfolio managers who provide services to the Fund(s). The Board also considered information regarding each Sub-Adviser’s procedures for executing portfolio transactions for the Fund(s) (or the portion(s) thereof) that it sub-advises and procedures for selecting brokers and dealers and, where applicable, obtaining research from those brokers and dealers.

The Board also considered, among other factors, periodic reports provided to the Board regarding the services provided by the Adviser, the Sub-Advisers and, where applicable, their affiliates. In addition, the Board considered the allocation of Fund brokerage, including allocations to broker-dealers affiliated with the Adviser or a Sub-Adviser. The Board also considered the use of “soft” commission dollars to pay for research services, as applicable. In this regard, the Board also considered the Adviser’s and each Sub-Adviser’s trading experience and received information regarding how the Adviser and each Sub-Adviser seek to achieve “best execution” on behalf of a Fund (or portion thereof), including a report by an independent portfolio trading analytical firm. The Board also considered the Trust’s Chief Compliance Officer’s evaluation of the Adviser’s and each Sub-Adviser’s compliance programs, policies and procedures, including those relating to cybersecurity, and any compliance matters involving the Adviser and any applicable Sub-Adviser that had been brought to the Board’s attention during the year. In addition, the Board considered whether there were any pending lawsuits, enforcement proceedings or regulatory investigations involving the Adviser and the Sub-Advisers and reviewed information regarding the Adviser’s and each Sub-Adviser’s financial condition and history of operations and potential conflicts of interest in managing the Funds. The Board also considered information as to the overall amount of assets sub-advised by each Sub-Adviser and noted the largest Sub-Adviser relationships. In addition to periodic reports throughout the year, the Independent Trustees received information about business relationships that the Adviser and/or its affiliates, including AXA Equitable Life Insurance Company, have with Sub-Advisers and/or their affiliates in addition to the relationships involving the Funds. In this regard, the Board also received materials regarding the practices, policies and procedures adopted by the Adviser and the Trust to identify and mitigate actual and potential conflicts of interest, including conflicts that may arise in connection with those additional business relationships.

The Board also considered the benefits to shareholders from participation in a Fund sponsored by the Adviser, including the Adviser’s experience operating a large fund complex that offers a wide range of portfolios, sub-advisers and investment styles. The Board likewise considered that shareholders have chosen to invest in mutual funds sponsored by the Adviser. In addition, the Board considered the nature, quality and extent of the administrative, shareholder servicing and distribution support services that the Adviser and its affiliates provide to the Funds and their shareholders. The Board also noted that, throughout the past year, the Adviser and its affiliates had continued or undertaken initiatives intended to enhance various aspects of the Trust’s and the Board’s operations and shareholders’ experience with the mutual funds sponsored by the Adviser. The Board noted that two new Independent Trustees, who had been serving as consultants to the

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Board and attending Board meetings since September 1, 2018, were elected to the Board effective January 1, 2019. The Board also noted strategic and other actions and initiatives that the Adviser had identified, including actions and initiatives that are part of a broader effort to coordinate and enhance the collective efficiency of the governance and oversight of the fund complex and provide for potential cost savings to shareholders that may result from such efficiencies. In this regard, the Board also noted that the Adviser continually reviews the overall line-up of investment options and conducts in-depth analysis of its entire fund complex to provide recommendations to the Board to streamline and strengthen the fund complex’s line-up.

The Board also considered strategic and other actions taken by the Adviser in response to recent events within the mutual fund industry, including actions taken in response to regulatory initiatives, as well as other significant judicial and other developments affecting the mutual fund industry. The Board also considered strategic and other actions taken by the Adviser and the Sub-Advisers in response to recent market conditions and considered the overall performance of the Adviser and the Sub-Advisers in this context. In this regard, among other things, the Board also requested and received throughout the past year information from the Adviser and various service providers on various topics impacting all mutual funds, including pricing and valuation of portfolio securities; liquidity risk management; cybersecurity; new reporting and disclosure requirements for mutual funds; trustee independence; and evolving technologies in the mutual fund industry. The Board noted that certain of these topics may present significant ongoing challenges for mutual funds and result in an increase in the responsibilities and costs of mutual fund service providers, including the Adviser.

The Board also considered that, since the July 2018 annual renewal process, the Adviser and its affiliates had continued to update the Board on matters relating to the ongoing sale by AXA S.A. (“AXA”), the Adviser’s ultimate parent company, of its remaining ownership interest in its U.S. subsidiary, AXA Equitable Holdings, Inc. (“AEH”) — and, indirectly, the Adviser — through a series of sales of AEH’s common stock (the “Sell-Down Plan”). In this regard, the Board also noted that it had received from the Adviser and its affiliates representations that their separation from AXA as contemplated by the Sell-Down Plan would not lead to a reduction in the quality or scope of portfolio management, administrative, regulatory compliance and other services provided by those firms to the Funds.

For purposes of evaluating the nature, quality and extent of the overall services provided to each Fund, the Board also took into account discussions with the Adviser and the relevant Sub-Adviser about Fund investment performance that occur at Board and Investment Committee meetings throughout the year. In this regard, the Board noted that, as part of regularly scheduled Fund reviews and other detailed reports to the Board on Fund performance, the Board periodically considered information regarding each Fund’s performance over various time periods on both an absolute basis and relative to an appropriate broad-based securities market index (“benchmark”) and/or a custom blended index developed by the Adviser that comprises broad-based indexes (“blended benchmark”), and a peer group of other mutual funds deemed by Broadridge to be comparable to the Fund (“peer group”). The performance information generally included, among other information, annual total returns, average annual total returns, cumulative returns and/or rolling period total returns. The Board also considered certain information, reflected in Appendix A, provided to the Board regarding each Fund’s performance relative to a benchmark and/or a blended benchmark and a peer group for the one- and three-year periods, as applicable, and since inception periods ended March 31, 2019. The Board noted that this information supplemented other performance information provided to the Board throughout the year and in connection with the annual renewal process. The Board also considered information, provided directly to the Board by Broadridge, regarding each Fund’s performance over various time periods relative to a benchmark and/or a blended benchmark and peer groups. The Board noted that the Funds have relatively short operating histories and also took note of the relatively small size of each Fund and the likely impact that a Fund’s size has on its relative expenses and performance.

The Board received a description of, and factored into its evaluation of each Fund’s performance the limitations inherent in, Broadridge’s methodology for developing and constructing peer groups and determining, from year to year, which mutual funds should be included in which peer groups, among other things. The Board also noted that the number of mutual funds included in a peer group may be relatively small and may differ significantly from peer group to peer group and from year to year and that the constituent mutual funds included in a peer group also may differ from year to year, which, among other factors, can limit the relevance of the comparisons. While recognizing these inherent limitations, the Board believed the independent analysis conducted by Broadridge provided a useful measure of comparative performance.

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In evaluating the Funds’ performance, the Board also took into account factors including general market conditions (including the amount of volatility in the market over the past year); the “style” in which the Funds are managed, as applicable, and whether that style is in or out of favor in the market; issuer-specific information; and fund cash flows. In this regard, the Board also noted how changes in time periods for performance calculations (for example, whether a one-year period is from December to December or March to March) can significantly impact a Fund’s returns and peer ranking on a relative basis. The Board also considered that variations in performance among a Fund’s operating classes reflect variations in class expenses, which result in lower performance for higher expense classes.

Allocation Funds

With respect to the performance of the 1290 DoubleLine Dynamic Allocation Fund, the Board considered that the Fund allocates its assets between equity and fixed income investments and is advised by a single Sub-Adviser.

With respect to the performance of each of the 1290 Retirement Funds, the Board considered that each Fund operates as a fund-of-funds and invests in exchange traded securities of other investment companies or investment vehicles (“ETFs”) and recognized, therefore, that each Fund’s performance is based, in part, on the total returns of the ETFs in which it invests. The Board also considered that each of the 1290 Retirement Funds allocates its assets between equity and fixed income investments through its investments in ETFs. The Board also noted that each of the 1290 Retirement Funds had only a short operating history on which to evaluate performance.

The Board also factored into its evaluation of each Fund’s performance the limitations inherent in comparing the performance of asset allocation funds, such as the Funds, which may invest in equity and fixed income investments, to the performance of a peer group that includes funds that may allocate their assets between equity and fixed income investments in different percentages over time than the Funds and among other asset classes.

Active Funds

With respect to the performance of the 1290 Convertible Securities, 1290 Diversified Bond, 1290 GAMCO Small/Mid Cap Value, 1290 Global Talents, 1290 High Yield Bond and 1290 SmartBeta Equity Funds, the Board considered that each Fund is actively managed and advised by a single Sub-Adviser. The Board also noted that, in connection with a restructuring of the 1290 Diversified Bond Fund on or about June 15, 2018, the Fund had replaced its two former sub-advisers with a new sub-adviser, and changed its investment objective, policies and strategy, performance benchmark, and fee and expense structure and, therefore, the Board focused on the Fund’s performance since that time. The Board also noted that the 1290 Global Talents Fund had only a short operating history on which to evaluate performance. The Board also noted that, prior to January 1, 2018, the 1290 SmartBeta Equity Fund did not integrate Environmental, Social and Governance filters into its portfolio construction process.

With respect to the performance of the 1290 Low Volatility Global Equity and 1290 Multi-Alternative Strategies Funds, the Board considered that each Fund operates as a fund-of-funds and invests in ETFs and recognized, therefore, that each Fund’s performance is based, in part, on the total returns of the ETFs in which it invests. The Board also noted that the 1290 Low Volatility Global Equity Fund had only a short operating history on which to evaluate performance.

All Funds

The Board and the Adviser discussed the performance of each Fund, including whether the Fund had performed as expected over time. The Board and the Adviser also discussed, where applicable, the reasons for a Fund’s underperformance for certain periods relative to its peer group and/or benchmark and/or blended benchmark, as applicable, and efforts to improve the Fund’s performance. Where applicable, the Board also considered steps that the Adviser and, where applicable, the relevant Sub-Adviser had taken to address a Fund’s performance, including any changes or additions to the Sub-Advisers or portfolio managers advising a Fund and any changes to the investment strategies of a Fund. In this regard, the Board noted that performance is only one of the factors that it deems relevant to its consideration of a Fund’s Agreement(s) and that, after considering all relevant factors, it can reach a decision to renew an Agreement notwithstanding a Fund’s underperformance.

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Based on its review and the explanations provided by the Adviser and, where applicable, the relevant Sub-Adviser regarding the performance of each Fund, the Board determined, with respect to each Fund, that (i) the Fund and its shareholders would benefit from the Adviser’s and, where applicable, the relevant Sub-Adviser’s continued management of the Fund, and (ii) the nature, quality and extent of the overall services provided by the Adviser, the relevant Sub-Adviser and, where applicable, their respective affiliates were appropriate for the Fund in light of its investment objective(s) and, thus, supported a decision to approve the renewal of the Agreement(s).

Expenses

The Board considered each Fund’s advisory fee and, where applicable, sub-advisory fee in light of the nature, quality and extent of the overall services provided by the Adviser and, where applicable, the relevant Sub-Adviser. The Board also reviewed comparative fee and expense information for each Fund provided directly to the Board by Broadridge. For the 1290 Diversified Bond Fund, the comparative fee and expense information was based upon the Fund’s new fees and expenses that went into effect in connection with the Fund’s June 2018 restructuring and were provided to Broadridge by the Adviser. The information provided by Broadridge included an analysis of how each Fund’s contractual advisory fee, actual advisory fee, other expense components, and total expense ratio compared with those of peer groups of other mutual funds selected by Broadridge as constituting an appropriate expense comparison for the Fund (a Fund’s “Broadridge category”). For each Fund, Broadridge provided information on the Fund’s contractual advisory fee in comparison with the contractual advisory fee that would have been charged by other funds within a Broadridge category assuming the other funds were similar in size to the Fund, as well as information on the Fund’s actual advisory fee and total expense ratio in comparison with those of other funds within a Broadridge category. The advisory fee analysis includes within such fee any separate administrative fee paid by a fund, including the administrative fee a Fund paid to the Adviser in its capacity as administrator for the Fund. The contractual advisory fee analysis does not take into account any fee reimbursements or waivers, whereas the actual advisory fee analysis does take into account any advisory (including any administrative) fee reimbursements or waivers that benefit a fund. The total expense ratio represents a fund’s total net operating expenses and takes into account any expense reimbursements or fee waivers that benefit a fund. Broadridge provided, and the Board considered, total expense ratio comparisons including and excluding any 12b-1 or non 12b-1 service fees and, as applicable, including fees and expenses of any underlying funds in which a fund invests.

Except for the 1290 Diversified Bond Fund, the Broadridge expense data was based upon historical information taken from each Fund’s audited annual report for the period ended October 31, 2018. For the 1290 Diversified Bond Fund, the Broadridge expense data was based upon the Fund’s new fees and expenses that went into effect in connection with the Fund’s June 2018 restructuring and were provided to Broadridge by the Adviser. Broadridge provided expense data for Class I shares of each Fund. The Board reviewed the expense data for Class I shares as a proxy for all of a Fund’s share classes. In this regard, the Board noted that the expenses for a Fund’s Class I shares are generally lower than the expenses for a Fund’s other share classes and that the expense comparisons may differ for different classes. Fund-specific contractual advisory fee and total expense ratio comparisons are provided below. The total expense ratio comparisons exclude any 12b-1 or non 12b-1 service fees. For the funds-of-funds and certain other Funds as noted below, the total expense ratio comparisons include fees and expenses of any underlying funds in which a fund invests. The Board also took note of the relatively small size of each Fund and the likely impact that a Fund’s size has on its relative expenses.

The Board received a description of, and factored into its evaluation of each Fund’s fees and expenses the limitations inherent in, Broadridge’s methodology for developing and constructing Broadridge categories and for determining, from year to year, which mutual funds should be included in which Broadridge categories, among other things. The Board recognized these inherent limitations and, taking into account commentary and supporting data presented by management, also recognized that comparisons between a Fund and other mutual funds in a Broadridge category may not be as relevant in certain circumstances, given that in some cases a Fund may exhibit notable differences (for example, in its objective(s), management techniques, and relative size) when compared to other mutual funds in a Broadridge category. The Board also noted that the number of mutual funds included in a Broadridge category may be relatively small and may differ significantly from category to category and from year to year and that the constituent mutual funds included in a

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Broadridge category (as well as their respective advisory/administrative fees and total expense ratios) also may differ from year to year, which can limit the relevance of the comparisons. The Board also noted that there is no standard definition of advisory and administrative services, meaning that different mutual funds may receive different services, rendering fee and expense comparisons more difficult. Nonetheless, the Board believed that the independent analysis conducted by Broadridge assisted the Board in evaluating the reasonableness of each Fund’s advisory fee and total expense ratio. The Board also considered that the full effects of certain expense changes that the Adviser had agreed to implement during 2018 were not reflected in the Broadridge expense data, but that all current fees and expenses of each Fund are explicitly disclosed in Fund offering documents.

In addition, with respect to each sub-advised Fund, the Board further considered the relative levels of the sub-advisory fee paid to the relevant Sub-Adviser and the advisory fee retained by the Adviser in light of, among other factors, the nature and extent of responsibilities retained and risks assumed by the Adviser and not delegated to or assumed by the relevant Sub-Adviser, and the information prepared by management regarding the level of profits realized by the Adviser in connection with its operation of the Fund. The Board also considered the sub-advisory fee paid to each Sub-Adviser in light of fees charged by the Sub-Adviser to similar funds advised or sub-advised by the Sub-Adviser.

Allocation Funds

The Board considered that the contractual advisory fee for the 1290 DoubleLine Dynamic Allocation Fund and each of the 1290 Retirement Funds was above the median for the Fund’s respective Broadridge category. The Board also considered that the total expense ratio for the Class I shares of each of these Funds was above the median for the Fund’s respective Broadridge category. For each Fund, the total expense ratio included the fees and expenses of the underlying funds in which the Fund invests.

The Board also considered each 1290 Retirement Fund’s advisory fee rate relative to the advisory fee rates of other portfolios managed by the Adviser that, like the Funds, are structured as funds-of-funds, and noted that differences in the level of the fees reflected differences between a Fund and other funds-of-funds managed by the Adviser.

Active Funds

The Board considered that the contractual advisory fee for the 1290 Low Volatility Global Equity Fund was below the median for the Fund’s Broadridge category. The Board also considered that the total expense ratio for the Class I shares of the Fund was below the median for the Fund’s Broadridge category. The total expense ratio included the fees and expenses of the underlying funds in which the Fund invests.

The Board considered that the contractual advisory fee for each of the 1290 Diversified Bond, 1290 Multi-Alternative Strategies and 1290 SmartBeta Equity Funds was above (but, in the case of the 1290 SmartBeta Equity Fund, within five basis points of) the median for the Fund’s respective Broadridge category. The Board also considered that the total expense ratio for the Class I shares of each of these Funds was at or below the median for the Fund’s respective Broadridge category. For the 1290 Multi-Alternative Strategies Fund, the total expense ratio included the fees and expenses of the underlying funds in which the Fund invests.

The Board considered that the contractual advisory fee for each of the 1290 Convertible Securities, 1290 GAMCO Small/Mid Cap Value, 1290 Global Talents and 1290 High Yield Bond Funds was above (but, in the case of the 1290 GAMCO Small/Mid Cap Value Fund, within five basis points of) the median for the Fund’s respective Broadridge category. The Board also considered that the total expense ratio for the Class I shares of each of these Funds was above the median for the Fund’s respective Broadridge category. For the 1290 GAMCO Small/Mid Cap Value Fund, the total expense ratio included the fees and expenses of underlying funds in which the Fund may invest.

With respect to the 1290 Low Volatility Global Equity and 1290 Multi-Alternative Strategies Funds, the Board also considered each Fund’s advisory fee rate relative to the advisory fee rates of other portfolios managed by the Adviser that, like the Funds, are structured as funds-of-funds, and noted that differences in the level of the fees reflected differences between a Fund and other funds-of-funds managed by the Adviser.

192

All Funds

The Board further considered that the advisory fee rate schedules for all Funds other than the 1290 Retirement Funds include breakpoints that reduce the fee rate as a Fund’s assets increase above certain levels. The Board noted that any such reduction in a Fund’s effective advisory fee would result in corresponding reductions in the Fund’s total expense ratios. In addition, the Board considered that the Adviser had contractually agreed to make payments or waive all or a portion of its management, administrative and other fees so that each Fund’s total expense ratios do not exceed certain levels as set forth in its prospectus. In this regard, the Board also noted that the expense limitation arrangements for each of the 1290 DoubleLine Dynamic Allocation, 1290 GAMCO Small/Mid Cap Value, 1290 Low Volatility Global Equity and 1290 Multi-Alternative Strategies Funds and each of the 1290 Retirement Funds include the fees and expenses of any underlying funds in which a Fund invests and, thus, such fees and expenses would not cause a Fund’s annual operating expenses to exceed its expense limitation. The Board noted that, as a result of these expense limitation arrangements, each Fund’s actual advisory fee was lower than its contractual advisory fee and was either at or below the median for the Fund’s respective Broadridge category.

The Board also considered that, after extensive discussions and negotiations with the Adviser, the Adviser had proposed to lower the contractual expense limitation arrangement for the 1290 Convertible Securities Fund effective October 1, 2019, and would present this proposal for the Board’s approval at its September 2019 meeting.

Based on its review, the Board determined, with respect to each Fund, that the Adviser’s advisory fee is fair and reasonable, and the Board determined, with respect to each sub-advised Fund, that the Sub-Adviser’s sub-advisory fee is fair and reasonable.

Profitability and Costs

The Board also considered the level of profits realized by the Adviser and its affiliates in connection with the operation of each Fund. In this respect, the Board reviewed profitability information setting forth the overall profitability of the Trust to the Adviser and its affiliates, as well as the Adviser’s and its affiliates’ profits in providing management and other services to each of the individual Funds during the 12-month period ended December 31, 2018, which was the most recent fiscal year for the Adviser. The Board also considered a year-over-year comparison of profitability information for the one-year periods ended December 31, 2018, 2017, and 2016. The Board noted that the Adviser was heavily subsidizing the Funds’ expenses and that the Funds were not profitable.

In reviewing the Adviser’s profitability analysis, attention was given to the methodology the Adviser followed in determining and allocating costs to each Fund. The Board recognized that cost allocation methodologies are inherently subjective and various cost allocation methodologies may each be reasonable while producing different results. In this regard, the Board noted that, although the cost allocation methodology reflected certain changes in the Adviser’s and its affiliates’ cost accounting and other appropriate adjustments, it was consistent with the redesigned cost allocation methodology followed in the profitability report presentation for the Funds made in the prior year. The Board also noted that, in consultation with and through independent legal counsel, the Board’s Audit Committee had engaged an outside consultant to conduct an assessment of the redesigned cost allocation methodology prior to its being integrated into the Adviser’s profitability analysis in connection with the July 2018 annual renewal process. At that time, the Board took into account the consultant’s reported findings that, among other things, the redesigned cost allocation methodology includes expense categories that are reasonable and consistent to the services the Adviser provides to the Funds, the expense categories reviewed are consistent with industry practices and related cost allocation methods, and the allocation of those expenses and associated logic for the allocation to management and administration related revenue categories appear reasonable and consistent with observed industry practices and other established standards. The Board further noted that, in connection with the July 2019 annual renewal process, the Audit Committee had requested that the consultant review and update its prior report in light of the adjustments that had been made to the redesigned cost allocation methodology and that, following such review, the consultant’s aforementioned reported findings remained unchanged. The Board also took into account management’s ongoing costs and expenditures in providing and improving services for the Funds, as well as the need to meet additional regulatory and compliance requirements resulting from changes in rules and other regulations and to adapt to other challenges impacting

193

the mutual fund industry. In addition, the Board considered information prepared by management and from third party sources comparing the profitability of the Adviser on an overall basis to the profitability of other publicly held asset managers (including asset managers similar to the Adviser) over various time periods.

In addition, with respect to the sub-advised Funds, the Board also noted that the Board and the Adviser generally are aware of the fees charged by the Sub-Advisers to other clients (this information having been provided to the Board and the Adviser by the Sub-Advisers in conjunction with the proposed renewal of the Sub-Advisory Agreements) and that the Adviser believes that the fees agreed upon with the Sub-Advisers are reasonable in light of the nature, quality and extent of the investment sub-advisory services provided. The Adviser advised the Board that it does not regard Sub-Adviser profitability as meaningful to its evaluation of the Sub-Advisory Agreements. The Board acknowledged the Adviser’s view of Sub-Adviser profitability, noting the Board’s findings as to the reasonableness of the sub-advisory fees and that the fees paid to the Sub-Advisers are the product of negotiations with the Adviser and reflect levels of profitability acceptable to the Adviser and the Sub-Advisers based on the particular circumstances in each case for each of them. The Board further noted that each Sub-Adviser’s fee is paid by the Adviser and not the sub-advised Fund and that many responsibilities related to the advisory function are retained by the Adviser. The Board also noted that the sub-advisory fees paid by the Adviser to AXA IM and AXA Rosenberg, which are affiliates of the Adviser, are considered as possible fall-out benefits.

Based on its consideration of the factors above, the Board determined that the level of profits realized by the Adviser and its affiliates from providing services to each Fund was not excessive in view of the nature, quality and extent of the services provided.

Economies of Scale

The Board also considered whether economies of scale or efficiencies are realized by the Adviser as the Funds grow larger, the extent to which this is reflected in the level of management and administrative fees charged, and whether there is potential for realization of any further economies of scale or efficiencies. While recognizing that any precise determination is inherently subject to assumptions and subjective assessments, the Board considered that any realized economies of scale or efficiencies may be shared with funds and their shareholders in a variety of ways, including: (i) breakpoints in the advisory fee or other fees so that a fund’s effective fee rate declines as the fund grows in size, (ii) subsidizing a fund’s expenses by making payments or waiving all or a portion of the advisory fee or other fees so that the fund’s total expense ratio does not exceed certain levels, (iii) setting the advisory fee or other fees so that a fund is priced to scale, which assumes that the fund has sufficient assets from inception to operate at a competitive fee rate without any fee waiver or expense reimbursement from the manager, and (iv) reinvestment in, and enhancements to, the services that the manager and its affiliates provide to a fund and its shareholders. The Board noted that the advisory fee rate schedules for all Funds other than the 1290 Retirement Funds include breakpoints that reduce the fee rate as Fund assets increase above certain levels. The Board also noted that the Adviser was subsidizing each Fund’s expenses by making payments or waiving all or a portion of its management, administrative and other fees so that the Fund’s total expense ratios do not exceed certain contractual levels as set forth in its prospectus. In this connection, the Board also considered that, after extensive discussions and negotiations with the Adviser, the Adviser had proposed to lower the contractual expense limitation arrangement for one of the Funds, as noted above, effective October 1, 2019, and would present this proposal for the Board’s approval at its September 2019 meeting. In addition, the Board considered that the Adviser shares any realized economies of scale with the Funds in other ways, which may include setting a Fund’s fees so that they are priced to scale. The Board considered that the effect of this pricing strategy is that the Adviser could lose money in the early stages of a Fund’s operation (and bear the risk that the Fund will never become profitable), while shareholders of the Fund receive the benefit of economies of scale that the Adviser expects the Fund will achieve as it grows. The Board further considered that the Adviser shares any realized economies of scale with the Funds through reinvestment in, and enhancements to, the services that the Adviser and its affiliates provide to the Funds and their shareholders, such as hiring additional personnel, providing additional resources in areas relating to management and administration of the Funds, and investing in technology (including cybersecurity improvements).

In addition, the Board noted that the sub-advisory fee schedules for certain Sub-Advisers aggregate the assets managed by the Sub-Adviser in a Fund and in one or more other mutual funds for which the Sub-Adviser serves as investment sub-adviser and the Adviser serves as investment adviser. The Board also

194

noted that the sub-advisory fee schedules for certain Sub-Advisers include breakpoints that reduce the sub-advisory fee rate as applicable Fund assets under the Sub-Adviser’s management increase above certain levels. In this regard, the Board acknowledged that, at some levels, the breakpoints in a sub-advisory fee schedule may result in savings to the Adviser and not to shareholders. The Board also noted that the aggregation of assets may result in the affected Fund(s) reaching a breakpoint sooner than if the sub-advisory fee schedule did not aggregate assets, which also has the potential to benefit the Adviser.

Based on its consideration of the factors above and recognizing that the Funds have relatively short operating histories and relatively low asset levels to date, the Board determined that there was a reasonable sharing of any realized economies of scale or efficiencies under the management, administrative and sub-advisory fee schedules at the present time.

Fall-Out and Other Benefits

The Board also considered the extent to which fall-out benefits may accrue to the Adviser and its affiliates. In this connection, the Board considered several possible fall-out benefits and other types of benefits, including the following. The Board noted that the Adviser also serves as the administrator for the Funds and receives compensation for acting in this capacity. In addition, the Board recognized that AXA IM and AXA Rosenberg, affiliates of the Adviser, serve as Sub-Advisers to certain of the Funds and receive sub-advisory fees that are paid by the Adviser out of the fees that it earns from those Funds. The Board also noted that AXA Distributors, LLC, also an affiliate of the Adviser, provides distribution support services for the Trust pursuant to an agreement with the Trust’s distributor, ALPS Distributors, Inc. AXA Distributors, LLC may receive from the Funds compensation (which may include payments pursuant to Rule 12b-1 plans with respect to their Class A, Class T (when offered for sale), and Class R shares) for providing shareholder services and selling activities, which could lead to growth in the Trust’s assets and corresponding benefits from such growth, including economies of scale. The Board also recognized that other broker-dealers that are affiliated with the Adviser may sell, and earn sales commissions and/or other compensation with respect to, shares of the Funds. Further, the Board considered that Sanford C. Bernstein & Co., LLC, a registered broker-dealer, is an affiliate of the Adviser and may, from time to time, receive brokerage commissions from the Funds in connection with the purchase and sale of portfolio securities; provided, however, that those transactions, among other things, are consistent with seeking best execution. Based on its review, the Board determined that any “fall-out” benefits and other types of benefits that may accrue to the Adviser are fair and reasonable.

The Board also considered possible fall-out benefits and other types of benefits that may accrue to a Sub-Adviser, including the following. The Board considered that a Sub-Adviser, through its position as a Sub-Adviser to its respective Fund(s), may engage in soft dollar transactions. In addition, the Board considered that a Sub-Adviser may be affiliated with registered broker-dealers who may, from time to time, receive brokerage commissions from a Fund in connection with the purchase and sale of portfolio securities; provided, however, that those transactions, among other things, are consistent with seeking best execution. In cases where a Sub-Adviser’s affiliate executed a substantial portion of its respective Fund’s trades, the Board also considered the Sub-Adviser’s trading experience and discussed with the Adviser its monitoring of the Sub-Adviser’s brokerage selection, commission and other trading costs, and quality of execution. The Board also noted that certain Sub-Advisers serve or may serve as investment sub-advisers for other funds advised by the Adviser and receive sub-advisory fees with respect to those funds. The Board also recognized that a Sub-Adviser and its affiliates may sell, and earn sales commissions and/or other compensation with respect to, the Funds and other investment products issued by the Adviser or its affiliates. In addition, the Board noted that a Sub-Adviser may benefit from greater exposure in the marketplace with respect to the Sub-Adviser’s investment process and from expanding its level of assets under management, and a Sub-Adviser may derive benefits from its association with the Adviser. Based on its review, the Board determined that any “fall-out” benefits that may accrue to each Sub-Adviser are fair and reasonable.

195

1290 Funds Performance Appendix

The Board noted that the following information regarding each Fund’s performance relative to a benchmark and/or a blended benchmark and a peer group for the one- and three-year periods, as applicable, and since inception periods ended March 31, 2019, supplemented other performance information (including performance based on rolling time periods) provided to the Board throughout the year and in connection with the annual renewal process. The performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

1290 Funds Investment Performance

For the periods ended March 31, 2019

			1 Year						3 Year				Since Inception
	Inception Date		Without Sales Charge			With Sales Charge			Without Sales Charge		With Sales Charge		Without Sales Charge		With Sales Charge
1290 GAMCO Small/Mid Cap Value Fund - Class A		11/12/2014		2.02			(3.62	)		9.99		7.96		7.70		6.32
1290 GAMCO Small/Mid Cap Value Fund - Class T		11/12/2014		2.22			(0.30	)		10.27		9.34		7.96		7.33
1290 GAMCO Small/Mid Cap Value Fund - Class I		11/12/2014		2.22			n/a			10.27		n/a		7.96		n/a
1290 GAMCO Small/Mid Cap Value Fund - Class R		11/12/2014		1.75			n/a			9.71		n/a		7.42		n/a
Lipper Small-Cap Core Funds				0.09			n/a			10.06		n/a		6.44		n/a
Russell 2500 Value Index				1.84			n/a			9.85		n/a		6.23		n/a
1290 Convertible Securities Fund - Class A		07/06/2015		5.56			0.80			9.90		8.22		5.62		4.33
1290 Convertible Securities Fund - Class I		07/06/2015		5.80			n/a			10.17		n/a		5.88		n/a
1290 Convertible Securities Fund - Class R		07/06/2015		5.22			n/a			9.60		n/a		5.34		n/a
Lipper Convertible Securities Funds				6.34			n/a			10.68		n/a		6.35		n/a
ICE BofA Merrill Lynch US Convertible Index				7.84			n/a			12.09		n/a		7.33		n/a
1290 Multi-Alternative Strategies Fund - Class A		07/06/2015		0.86			(4.66	)		2.20		0.31		1.11		(0.41	)
1290 Multi-Alternative Strategies Fund - Class I		07/06/2015		1.02			n/a			2.42		n/a		1.34		n/a
1290 Multi-Alternative Strategies Fund - Class R		07/06/2015		0.61			n/a			1.97		n/a		0.86		n/a
Lipper Alternative Multi-Strategy Funds				(0.72	)		n/a			1.91		n/a		0.79		n/a
ICE BofA Merrill Lynch US 3-Month Treasury Bill Index				2.12			n/a			1.19		n/a		0.99		n/a
1290 Global Talents Fund - Class A		04/11/2016		(3.67	)		(8.94	)						8.84		6.80
1290 Global Talents Fund - Class I		04/11/2016		(3.42	)		n/a							9.11		n/a
1290 Global Talents Fund - Class R		04/11/2016		(3.91	)		n/a							8.58		n/a
Lipper Global Multi-Cap Growth Funds				3.21			n/a							11.92		n/a
MSCI ACWI (Net) Index				2.60			n/a							11.14		n/a
1290 Low Volatility Global Equity Fund - Class I		02/27/2017		6.40			n/a							8.62		n/a
Lipper Global Multi-Cap Core Funds				0.64			n/a							7.59		n/a
MSCI ACWI Minimum Volatility (Net) Index				9.04			n/a							9.72		n/a
MSCI ACWI (Net) Index				2.60			n/a							8.72		n/a
1290 SmartBeta Equity Fund - Class A		11/12/2014		6.96			1.09			9.70		7.66		7.36		5.99
1290 SmartBeta Equity Fund - Class T		11/12/2014		7.22			4.54			9.96		9.04		7.63		7.00
1290 SmartBeta Equity Fund - Class I		11/12/2014		7.22			n/a			9.96		n/a		7.63		n/a
1290 SmartBeta Equity Fund - Class R		11/12/2014		6.69			n/a			9.40		n/a		7.09		n/a
Lipper Global Large-Cap Core Funds				1.97			n/a			9.99		n/a		5.80		n/a
MSCI World (Net) Index				4.01			n/a			10.68		n/a		6.87		n/a
1290 High Yield Bond Fund - Class A		11/12/2014		4.88			0.16			7.74		6.10		3.89		2.80
1290 High Yield Bond Fund - Class T		11/12/2014		5.15			2.56			8.00		7.08		4.14		3.53
1290 High Yield Bond Fund - Class I		11/12/2014		5.03			n/a			7.99		n/a		4.14		n/a
1290 High Yield Bond Fund - Class R		11/12/2014		4.63			n/a			7.48		n/a		3.64		n/a

196

1 Year

3 Year

Since Inception

Inception Date

Without Sales Charge

With Sales Charge

Without Sales Charge

With Sales Charge

Without Sales Charge

With Sales Charge

Lipper High Yield Funds

4.39

n/a

6.93

n/a

3.89

n/a

ICE BofA Merrill Lynch US High Yield Index

5.94

n/a

8.69

n/a

4.99

n/a

1290 Diversified Bond Fund - Class A

07/06/2015

4.96

0.28

4.29

2.69

2.94

1.68

1290 Diversified Bond Fund - Class I

07/06/2015

5.30

n/a

4.56

n/a

3.22

n/a

1290 Diversified Bond Fund - Class R

07/06/2015

4.73

n/a

4.02

n/a

2.68

n/a

Lipper Core Plus Bond Funds

4.02

n/a

2.93

n/a

2.70

n/a

Bloomberg Barclays U.S. Aggregate Bond Index

4.48

n/a

2.03

n/a

2.54

n/a

1290 DoubleLine Dynamic Allocation Fund - Class A

03/07/2016

5.01

(0.80

)

6.23

4.25

6.71

4.76

1290 DoubleLine Dynamic Allocation Fund - Class I

03/07/2016

5.18

n/a

6.48

n/a

6.95

n/a

1290 DoubleLine Dynamic Allocation Fund - Class R

03/07/2016

4.74

n/a

5.94

n/a

6.43

n/a

Lipper Mixed-Asset Target Allocation Moderate Funds

3.17

n/a

6.74

n/a

6.74

n/a

60% S&P 500 Index / 40% Bloomberg Barclays U.S. Aggregate Bond Index

7.78

n/a

8.95

n/a

9.57

n/a

1290 Retirement 2020 Fund - Class I

02/27/2017

5.16

n/a

6.13

n/a

Lipper Mixed-Asset Target 2020 Funds

3.24

n/a

5.23

n/a

S&P Target Date 2020 Index

3.94

n/a

5.73

n/a

1290 Retirement 2025 Fund - Class I

02/27/2017

5.50

n/a

6.85

n/a

Lipper Mixed-Asset Target 2025 Funds

3.32

n/a

5.98

n/a

S&P Target Date 2025 Index

3.90

n/a

6.31

n/a

1290 Retirement 2030 I Fund - Class I

02/27/2017

5.60

n/a

7.29

n/a

Lipper Mixed-Asset Target 2030 Funds

3.16

n/a

6.64

n/a

S&P Target Date 2030 Index

3.82

n/a

6.84

n/a

1290 Retirement 2035 Fund - Class I

02/27/2017

5.65

n/a

7.59

n/a

Lipper Mixed-Asset Target 2035 Funds

3.06

n/a

7.43

n/a

S&P Target Date 2035 Index

3.66

n/a

7.30

n/a

1290 Retirement 2040 Fund - Class I

02/27/2017

5.93

n/a

8.01

n/a

Lipper Mixed-Asset Target 2040 Funds

2.89

n/a

7.57

n/a

S&P Target Date 2040 Index

3.59

n/a

7.63

n/a

1290 Retirement 2045 Fund - Class I

02/27/2017

5.98

n/a

8.31

n/a

Lipper Mixed-Asset Target 2045 Funds

2.90

n/a

8.01

n/a

S&P Target Date 2045 Index

3.46

n/a

7.78

n/a

1290 Retirement 2050 Fund - Class I

02/27/2017

6.14

n/a

8.68

n/a

Lipper Mixed-Asset Target 2050 Funds

2.80

n/a

7.87

n/a

S&P Target Date 2050 Index

3.41

n/a

7.93

n/a

1290 Retirement 2055 Fund - Class I

02/27/2017

6.11

n/a

8.99

n/a

Lipper Mixed-Asset Target 2055+ Funds

2.87

n/a

8.21

n/a

S&P Target Date 2055 Index

3.37

n/a

7.99

n/a

1290 Retirement 2060 Fund - Class I

02/27/2017

6.38

n/a

9.17

n/a

Lipper Mixed-Asset Target 2055+ Funds

2.87

n/a

8.21

n/a

S&P Target Date 2060+ Index

3.50

n/a

8.13

n/a

197

Federal Income Tax Information (Unaudited)

Funds:	70% Dividend Received Deduction			Foreign Taxes			Foreign Source Income			Long Term Capital Gain
1290 Convertible Securities		0.00	%		—	%		—	%	$	820,812
1290 Diversified Bond		0.00			—			—			—
1290 DoubleLine Dynamic Allocation		12.28			—			—			1,627,303
1290 GAMCO Small/Mid Cap Value		100.00			—			—			212,987
1290 Global Talents		100.00			—			—			1,259,775
1290 High Yield Bond		0.00			—			—			—
1290 Low Volatility Global Equity		44.02			3,838			31,638			5,361
1290 Multi-Alternative Strategies		42.72			2,591			21,324			21,640
1290 Retirement 2020		51.47			3,650			40,897			22,023
1290 Retirement 2025		75.75			7,076			70,262			14,712
1290 Retirement 2030		54.67			2,730			25,728			4,009
1290 Retirement 2035		69.79			3,975			37,475			1,252
1290 Retirement 2040		54.01			1,866			17,645			2,736
1290 Retirement 2045		65.08			2,794			26,442			1,428
1290 Retirement 2050		61.23			2,131			20,180			2,824
1290 Retirement 2055		65.01			2,103			19,899			2,655
1290 Retirement 2060		64.96			2,072			19,734			2,604
1290 SmartBeta Equity		72.04			—			—			637,011

198

MANAGEMENT OF THE TRUST (UNAUDITED)

The Trust’s Board is responsible for the overall management of the Trust and the Funds, including general supervision and review of the Funds’ investment activities and their conformity with federal and state law as well as the stated policies of the Funds. The Board elects the officers of the Trust who are responsible for administering the Trust’s day-to-day operations. The Trustees of the Trust are identified in the table below along with information as to their principal business occupations held during the last five years and certain other information are shown below. The SAI includes additional information about the Trust’s Board and is available at the Funds’ website www.1290funds.com and available without charge upon request by calling 1-888-310-0416 or by sending an e-mail request to 1290funds@dfinsolutions.com.

The Trustees

Name, Address and Year of Birth	Position(s) Held With Fund	Term of Office** and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee†	Other Directorships Held by Trustee During Past 5 Years
Interested Trustees
Steven M. Joenk* 1290 Avenue of the Americas, New York, New York (1958)	Trustee, President and Chief Executive Officer	From October 1, 2017 to present, Trustee, President and Chief Executive Officer and from June 9, 2014 through September 30, 2017, Trustee, Chairman, President and Chief Executive Officer	From May 2011 to present, Chairman of the Board, Chief Executive Officer and President, 1290 Asset Managers; from April 2017 to present, Senior Vice President and Chief Investment Officer of AXA Financial, Inc.; from April 2017 to present, Managing Director and Chief Investment Officer and from September 1999 to April 2017, Managing Director, AXA Equitable Life Insurance Company (“AXA Equitable”); from September 2004 to April 2011, President, AXA Equitable’s Funds Management Group (“FMG”) unit; from July 2004 to October 1, 2013, Senior Vice President, MONY Life Insurance Company; from April 2017 to present, Senior Vice President and Chief Investment Officer and from July 2004 to April 2017, Senior Vice President, MONY Life Insurance Company of America; from April 2017 to present, Senior Vice President and Chief Investment Officer, PlanConnect, LLC; from July 2004 to present, Director, MONY Capital Management, Inc., Director and President, 1740 Advisers, Inc.; from July 2004 to January 2011, Director, Chairman of the Board and President, MONY Asset Management, Inc. and Enterprise Capital Management; from January 2005 to January 2011, Director, MONY Financial Resources of Americas Limited; and from November 2005 to present, Director MONY International Holdings, LLC.	145	None

199

Name, Address and Year of Birth	Position(s) Held With Fund	Term of Office** and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee†	Other Directorships Held by Trustee During Past 5 Years
Independent Trustees
Mark A. Barnard c/o 1290 Funds 1290 Avenue of the Americas New York, NY 10104 (1949)	Trustee	From February 27, 2017 to present	From 1995 to 1998, Manager of Private Investments, from 1998 to 2001, Director of Private Investments, and from 2001 to 2016, Managing Director – Private Investments, Howard Hughes Medical Institute; from 1985 to 1992, Assistant Director of Real Estate, and from 1992 to 1995, Associate Director of Real Estate, Massachusetts Institute of Technology.	145	None.
Thomas W. Brock c/o 1290 Funds 1290 Avenue of the Americas New York, New York 10104 (1947)	Trustee	From January 1, 2016 to present	From June 2016 to May 2017, Director, President and Chief Executive Officer and from January 2016 to June 2016 Director and interim President and Chief Executive Officer, Silver Bay Realty Trust Corp.; from 2006 to 2012, Chief Executive Officer and Co-Founder of Stone Harbor Investment Partners.	145	From December 2012 to January 2016, Lead Independent Director, Audit Committee Member and Compensation Committee Chair, Silver Bay Realty Trust Corp.; from 2016 to present, Chair and from 2005 to present, Director and Audit Committee Member, Liberty All-Star Funds (2); and from 2006 to 2012, Director, Stone Harbor Investment Funds (5).
Michael B. Clement*** c/o 1290 Funds 1290 Avenue of the Americas New York, New York 10104 (1957)	Trustee	From January 1, 2019 to present	From 2011 to present, Professor of Accounting, most recently was appointed Department of Accounting Chair effective September 2018, and from 1997 to 2002, Assistant Professor, University of Texas; from 2002 to 2004, Vice President – Global Investment Research, Goldman Sachs; from 1988 to 1991, Vice President – Capital Planning and Analysis, and from 1982 to 1986, Manager – Audit Division, Citicorp; and from 1980 to 1982, Senior Assistant Accountant, Deloitte Haskins & Sells.	145	None.
Donald E. Foley c/o 1290 Funds 1290 Avenue of the Americas New York, New York 10104 (1951)	Trustee	From June 9, 2014 to present	From 2010 to 2011, Chairman of the Board and Chief Executive Officer, Wilmington Trust Corporation; from 1996 to 2010, Senior Vice President, Treasurer and Director of Tax, ITT Corporation; from 1989 to 1996, Assistant Treasurer, International Paper Company.	145	From 2011 to 2012 Director, and from 2012 to 2016, Advisory Committee Member, M&T Corporation; from 2007 to 2011, Director and member of the Audit Committee and Compensation Committee, Wilmington Trust Corporation; from 2008 to 2010, Advisory Board member, Northern Trust Company and Goldman Sachs Management Groups; from 2015 to present, Director, BioSig Technologies, Inc.; and from 2015 to present, Director, Wilmington Funds.

200

Name, Address and Year of Birth	Position(s) Held With Fund	Term of Office** and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee†	Other Directorships Held by Trustee During Past 5 Years
Christopher P.A. Komisarjevsky c/o 1290 Funds 1290 Avenue of the Americas New York, New York 10104 (1945)	Trustee	From June 9, 2014 to present	From 2006 to 2008, Senior Counselor for APCO Worldwide® (global communications consulting) and a member of its International Advisory Council; from 1998 to 2005, President and Chief Executive Officer, Burson-Marsteller Worldwide (public relations); from 1996 to 1998, President and Chief Executive Officer of Burson-Marsteller U.S.A.	145	None
H. Thomas McMeekin c/o 1290 Funds 1290 Avenue of the Americas New York, New York 10104 (1953)	Trustee	From June 9, 2014 to present	From 2015 to present, CEO of Blue Key Services, LLC., from 2000 to present, Managing Partner and Founder of Griffin Investments, LLC; from 2009 to 2012 Chief Investment Officer, AIG Life & Retirement and United Guaranty Corporation and Senior Managing Director of AIG Asset Management.	145	From 2015 to present, Director, Blue Key Services LLC; from 2012 to present, Director, Achaean Financial Group; from 2011 to 2012, Director, US Life Insurance Company in the City of New York.
Gloria D. Reeg c/o 1290 Funds 1290 Avenue of the Americas New York, New York 10104 (1951)	Trustee	From February 27, 2017 to present	From 2007 to 2016, Chief Investment Officer and Senior Vice President, New York-Presbyterian Hospital; from 2005 to 2007, Trustee and Treasurer, Casey Family Programs (foundation); from 2002 to 2004, Global Head of Fixed Income and Executive Director, Principal Global Investors (asset management firm); 1992 to 2000, Managing Director – Global Consulting, Russell Investment Group.	145	None.
Gary S. Schpero c/o 1290 Funds 1290 Avenue of the Americas New York, New York 10104 (1953)	Chairman of the Board	From June 9, 2014 to present Independent Trustee, from October 1, 2017 to present, Chairman of the Board and from June 9, 2014 through September 2017, Lead Independent Trustee	Prior to January 1, 2000, Partner of Simpson Thacher & Bartlett (law firm) and Managing Partner of the Investment Management and Investment Company Practice Group.	145	From May 2012 to present, Trustee, Blackstone/GSO Senior Floating Rate Term Fund and Blackstone/GSO Long – Short Credit Income Fund; from October 2012 to present, Trustee, Blackstone/GSO Strategic Credit Fund; from September 2017 to present, Trustee, Blackstone/GSO Floating Rate Enhanced Income Fund.

201

Name, Address and Year of Birth	Position(s) Held With Fund	Term of Office** and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee†	Other Directorships Held by Trustee During Past 5 Years
Kathleen Stephansen*** c/o 1290 Funds 1290 Avenue of the Americas New York, New York 10104 (1954)	Trustee	From January 1, 2019 to present	From 2018 to present and in 2016, Senior Economic Advisor-Henderson Institute Center for Macroeconomics, Boston Consulting Group; From 2016 to 2018, Chief Economist, Huawei Technologies USA Inc.; from 2010 to 2016, held various positions at American International Group, including Chief Economist and Senior Managing Director and Senior Investment Strategies and Global Head of Sovereign Research – AIG Asset Management; from 2009 to 2010, Chief Economist and Managing Director, Aladdin Capital; from 2000 to 2009, Director and Head of Global Economics, Credit Suisse Securities (USA) LLC; and from 1984 to 2000, Co-Head of Economic Research and Chief International Economist, Donaldson, Lufkin & Jenrette Corporation.	145	None.
Caroline L. Williams c/o 1290 Funds 1290 Avenue of the Americas New York, New York 10104 (1946)	Trustee	From June 9, 2014 to present	From July 2010 to December 2012, Executive Vice President, from May 2005 to December 2007, Consultant and from May 2001 to May 2005, Chief Financial and Investment Officer, Nathan Cummings Foundation (non-profit organization); from 1988 to 1992, Managing Director, from 1982 to 1988, Senior Vice President, from 1978 to 1982, Vice President and from 1971 to 1976, Associate, Donaldson, Lufkin & Jenrette Securities Corporation (investment bank) from 1997 to 2009, Director, Hearst-Argyle Television.	145	None.

* Affiliated with the Adviser.

** Each Trustee serves during the existence of the Trust until the next meeting of shareholders called for the purpose of electing Trustees and until the election and qualification of his or her successor or, if sooner, until he or she dies, declines to serve, resigns, retires, is removed, is incapacitated or is otherwise unable or unwilling to serve. Each Independent Trustee shall retire from the Board as of the last day of the calendar year in which he or she attains the age of 75 years.

*** Mr. Clement and Ms. Stephansen each served as a consultant to the Board from September 1, 2018, through December 31, 2018. Mr. Clement and Ms. Stephansen began serving as Trustees of the Trust effective as of January 1, 2019.

† The registered investment companies in the fund complex include the AXA Premier VIP Trust, EQ Advisors Trust and 1290 Funds. Mr. Joenk serves as Trustee, President and Chief Executive Officer for each of the registered investment companies in the fund complex. Mr. Schpero serves as Chairman of the Board for each such company.

202

The Trust’s Officers

Each officer of the Trust is an employee of AXA Equitable, FMG LLC, and/or AXA Distributors, LLC (“AXA Distributors”). The Trust’s principal officers are:

Name, Address and Year of Birth	Position(s) Held With Fund	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years
Steven M. Joenk 1290 Avenue of the Americas, New York, New York 10104 (1958)	Trustee, President and Chief Executive Officer	Trustee, President and Chief Executive Officer from June 2014 to present; Chairman of the Board from June 2014 through September 2017	From May 2011 to present, Chairman of the Board, Chief Executive Officer and President, 1290 Asset Managers; from April 2017 to present, Senior Vice President and Chief Investment Officer, AXA Financial, Inc.; from April 2017 to present, Managing Director and Chief Investment Officer and from September 1999 to April 2017, Managing Director, AXA Equitable; from September 2004 to April 2011, President, AXA Equitable’s Funds Management Group unit; from July 2004 to October 2013, Senior Vice President, MONY Life Insurance Company; from April 2017 to present, Senior Vice President and Chief Investment Officer, MONY Financial Services, Inc.; from April 2017 to present, Senior Vice President and Chief Investment Officer and from July 2004 to April 2017, Senior Vice President, MONY Life Insurance Company of America; from April 2017 to present, Senior Vice President and Chief Investment Officer, PlanConnect, LLC; from July 2004 to present, Director, MONY Capital Management, Inc. and Director and President, 1740 Advisers, Inc.; from July 2004 to January 2011, Director, Chairman of the Board and President, MONY Asset Management, Inc. and Enterprise Capital Management; from January 2005 to January 2011, Director, MONY Financial Resources of Americas Limited; and from November 2005 to present, Director MONY International Holdings, LLC.
William MacGregor 1290 Avenue of the Americas, New York, New York 10104 (1975)	Chief Legal Officer, Senior Vice President and Secretary	Senior Vice President and Secretary from August 2018 to present; Chief Legal Officer from October 2018 to present	From August 2018 to present, Managing Director and Associate General Counsel of AXA Equitable; Executive Vice President and Secretary of 1290 Asset Managers; from January 2017 to June 2018, Executive Director and Deputy General Counsel at UBS Business Solutions LLC; from July 2015 to June 2018, Executive Director and Deputy General Counsel at UBS Asset Management (Americas) Inc.; from June 2012 to July 2015, Senior Vice President, Secretary and Associate General Counsel of 1290 Asset Managers; from May 2008 to July 2015, Lead Director and Associate Counsel of AXA Equitable.
Brian Walsh 1290 Avenue of the Americas, New York, New York 10104 (1968)	Chief Financial Officer and Treasurer	From June 2014 to present	From May 2011 to present, Senior Vice President of 1290 Asset Managers; from February 2011 to present, member of the Board of Directors of 1290 Asset Managers; from February 2003 to present, Lead Director of AXA Equitable.

203

Name, Address and Year of Birth	Position(s) Held With Fund	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years
Kenneth Kozlowski 1290 Avenue of the Americas New York, New York 10104 (1961)	Senior Vice President and Chief Investment Officer	From June 2014 to present	From June 2012 to present, Executive Vice President and Chief Investment Officer of 1290 Asset Managers; from May 2011 to June 2012, Senior Vice President of 1290 Asset Managers; from September 2011 to present, Managing Director of AXA Financial and AXA Equitable; from February 2001 to September 2011, Vice President of AXA Equitable; from July 2004 to January 2011, Director, Enterprise Capital Management, Inc.
Joseph J. Paolo 1290 Avenue of the Americas, New York, New York 10104 (1970)	Chief Compliance Officer and Vice President	From June 2014 to present	From May 2011 to present, Senior Vice President and Chief Compliance Officer of 1290 Asset Managers; from June 2007 to present, Lead Director of AXA Equitable and Chief Compliance Officer of AXA Equitable’s FMG.
Alwi Chan 1290 Avenue of the Americas, New York, New York 10104 (1974)	Vice President and Deputy Chief Investment Officer	From June 2014 to present	From June 2012 to present, Senior Vice President and Deputy Chief Investment Officer of 1290 Asset Managers; from May 2011 to June 2012, Vice President of 1290 Asset Managers; from February 2007 to present, Lead Director of AXA Equitable.
James Kelly 1290 Avenue of the Americas, New York, New York 10104 (1968)	Controller	From June 2014 to present	From May 2011 to present, Vice President of 1290 Asset Managers; from September 2008 to present, Senior Director of AXA Equitable; from March 2006 to September 2008, Assistant Vice President, AXA Equitable.
Mary E. Cantwell 1290 Avenue of the Americas, New York, New York 10104 (1961)	Vice President	From June 2014 to present	From June 2012 to present, Senior Vice President of 1290 Asset Managers; from February 2011 to present member of Board of Directors of 1290 Asset Managers; from May 2011 to June 2012, Vice President of 1290 Asset Managers; and from February 2001 to present, Lead Director, AXA Equitable.
Roselle Ibanga 1290 Avenue of the Americas, New York, New York 10104 (1978)	Assistant Controller	From June 2014 to present	From February 2009 to present, Director of AXA Equitable.
Lisa Perrelli 1290 Avenue of the Americas, New York, New York 10104 (1974)	Assistant Controller	From June 2014 to present	From November 2012 to present, Senior Director of AXA Equitable; from September 2008 to November 2012, Assistant Vice President of AXA Equitable.
Kiesha T. Astwood-Smith, Esq. 1290 Avenue of the Americas, New York, New York 10104 (1973)	Vice President and Assistant Secretary	From September 2015 to present	From December 2015 to present, Vice President, Assistant Secretary and Associate General Counsel of 1290 Asset Managers; from September 2015 to present, Senior Director and Counsel of AXA Equitable. From July 2006 to September 2015, Counsel of The Bank of New York Mellon; and from January 2010 to September 2015 Vice President and Assistant Secretary of the Dreyfus Family of Funds.
Victoria Zozulya, Esq. 1290 Avenue of the Americas, New York, New York 10104 (1983)	Vice President and Assistant Secretary	From December 2018 to present.	From September 2018 to present, Senior Director and Counsel of AXA Equitable; from May 2011 to March 2014, Compliance Analyst, and from March 2014 to August 2018, Vice President and Assistant General Counsel, Neuberger Berman.

204

Name, Address and Year of Birth	Position(s) Held With Fund	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years
Carla Byer 1290 Avenue of the Americas, New York, New York 10104 (1976)	Vice President	From June 2017 to present	From April 2017 to present, Vice President of 1290 Asset Managers. From April 2014 through August 2016, Senior Vice President, Zealot Networks. From September 2008 through April 2012, Vice President of FMG LLC.
Patricia Cox 1290 Avenue of the Americas, New York, New York 10104 (1958)	Vice President and Anti-Money Laundering Compliance Officer	From June 2014 to present	From June 2014 to present, Vice President of 1290 Asset Managers; from April 2014 to present, Senior Director of AXA Equitable; Operations Consultant for Wells Real Estate Funds March 2009-September 2010; Director of Transfer Agent Operations for Wells Real Estate Funds October 2010 - March 2014; Senior VP of Operations for the AXA Enterprise Group of Funds August 2004-August 2008.
Miao Hu 1290 Avenue of the Americas, New York, New York 10104 (1978)	Vice President	From June 2016 to present	From June 2016 to present, Vice President of 1290 Asset Managers; from December 2014 to present, Director of Portfolio Analytics of AXA Equitable; from November 2013 to December 2014, Lead Manager of Portfolio Analytics of AXA Equitable; from January 2011 to November 2013, Financial Services Sector Specialist of FactSet Research Systems.
Michal Levy 1290 Avenue of the Americas, New York, New York 10104 (1979)	Vice President	From June 2016 to present	From December 2014 to present, member of the Board of Directors; from March 2017 to present, Senior Vice President and Chief Operating Officer of 1290 Asset Managers; and from June 2014 to March 2017, Vice President of 1290 Asset Managers; from October 2013 to present, Senior Director of AXA Equitable; from October 2011 to October 2013, Assistant Vice President of AXA Equitable; and from October 2008 to October 2011, Vice President of Portfolio Valuation at Duff & Phelps.
Xavier Poutas 1290 Avenue of the Americas, New York, New York 10104 (1977)	Vice President	From June 2016 to present	From May 2011 to present, Assistant Portfolio Manager of 1290 Asset Managers and from June 27, 2016 to present, Vice President of 1290 Asset Managers; from September 2013 to present, Senior Director of AXA Equitable; and from November 2008 to August 2013, Director of AXA Equitable.
Helen Lai 1290 Avenue of the Americas, New York, New York 10104 (1973)	Assistant Vice President	From June 2016 to present	From March 2013 to present, Pricing and Valuation-Compliance of 1290 Asset Managers and Senior Manager, AXA Equitable; and from May 2009 to December 2012, HSBC, Hedge Fund Investor Services.

205

Name, Address and Year of Birth	Position(s) Held With Fund	Term of Office and Length of Time Served*	Principal Occupation(s) During Past 5 Years
Jennifer Mastronardi 1290 Avenue of the Americas, New York, New York 10104 (1985)	Assistant Vice President	From June 2014 to present	From February 2009 to present, Director of AXA Equitable; from April 2015 to present, Vice President of 1290 Asset Managers; from June 2007 to February 2009, Operations Associate in Managed Futures Department, Morgan Stanley.
Helen Espaillat 1290 Avenue of the Americas, New York, New York 10104 (1963)	Assistant Secretary	From June 2014 to present	From July 2004 to present, Lead Manager/Legal Assistant for AXA Equitable and from March 2015 to present Assistant Vice President and Assistant Secretary of 1290 Asset Managers.
Lorelei Fajardo 1290 Avenue of the Americas, New York, New York 10104 (1978)	Assistant Secretary	From June 2016 to present	From July 2013 to present, Senior Manager/Legal Assistant of AXA Equitable; from July 2008 to June 2013, Lead Associate/Legal Assistant of AXA Equitable.
Bradley Tobin 1290 Avenue of the Americas, New York, New York 10104 (1974)	Vice President – Director of Risk	From September 2019 to present	From January 2019 to present, Director of Risk Management for AXA Equitable; from February 2004 to December 2016 Investment Management at Prudential Annuities.
Thomas Lewis 1290 Avenue of the Americas, New York, New York 10104 (1987)	Vice President	From September 2019 to present	From July 2019 to present, Vice President of FMG LLC; from January 2019 to present, Senior Director of AXA Equitable; from June 2015 to December 2018, Director of AXA Equitable; from April 2014 to May 2015 Lead Manager of AXA Equitable; from July 2013 to March 2014, Senior Manager of AXA Equitable.
Artemis Brannigan 1290 Avenue of the Americas, New York, New York 10104 (1974)	Vice President	From September 2019 to present	From August 2019 to present, Senior Director of AXA Equitable; From January 2016 to July 2019, Director of Prudential Financial; From October 2006 to December 2015, Vice President of BlackRock.
Kevin McCarthy 1290 Avenue of the Americas, New York, New York 10104 (1983)	Vice President	From September 2019 to present	From December 2018 to present, Assistant Portfolio Manager and a Director of AXA Equitable. From August 2015 to November 2018, Lead Manager of AXA Equitable; From October 2013 to August 2015, Senior Quantitative Analyst at Aviva Investors.
Cheryl Cherian 1290 Avenue of the Americas, New York, New York 10104 (1979)	Assistant Secretary	From July 2019 to present	From April 2019 to present, Lead Manager – Legal Assistant of AXA Equitable; and from November 2016 to March 2018 worked at a mutual fund company.
Monica Giron 1290 Avenue of the Americas, New York, New York 10104 (1976)	Assistant Secretary	From July 2019 to present	From June 2019 to present, Lead Manager-Senior Legal Assistant of AXA Equitable; and from August 2015 to May 2019, Senior Paralegal at Gemini Fund Services.

* The officers in the table above (except Patricia Cox) hold similar positions with other registered investment companies in the fund complex. The registered investment companies in the fund complex include the Trust, AXA Premier VIP Trust and EQ Advisors Trust.

** Each officer is elected on an annual basis.

206

PROXY VOTING RESULTS (UNAUDITED)

At a Special Meeting of Shareholders held on November 1, 2018, shareholders of the 1290 Retirement 2060 Fund approved a new investment advisory agreement between AXA Equitable Funds Management Group, LLC dba 1290 Asset Managers^® (the “Adviser”) and the Trust, on behalf of the 1290 Retirement 2060 Fund. The results of the shareholder vote are as follows:

Fund	For		Against		Abstain
1290 Retirement 2060 Fund		250,001.145		0.000		0.000

At a Special Meeting of Shareholders held on November 1, 2018, shareholders of the 1290 Retirement 2060 Fund approved upon a Change of Control Event prompted by the Sell-Down Plan, a new investment advisory agreement between the Adviser and the Trust, on behalf of the 1290 Retirement 2060 Fund, and under certain circumstances, any future advisory agreements prompted by Change of Control Events that may occur as part of the Sell-Down Plan. The results of the shareholder vote are as follows:

Fund	For		Against		Abstain
1290 Retirement 2060 Fund		250,001.145		0.000		0.000

At a Special Meeting of Shareholders held on November 27, 2018, shareholders of the 1290 Retirement 2030 Fund approved a new investment advisory agreement between AXA Equitable Funds Management Group, LLC dba 1290 Asset Managers^® (the “Adviser”) and the Trust, on behalf of the 1290 Retirement 2030 Fund. The results of the shareholder vote are as follows:

Fund	For		Against		Abstain
1290 Retirement 2030 Fund		286,711.055		0.000		313.053

At a Special Meeting of Shareholders held on November 27, 2018, shareholders of the 1290 Retirement 2030 Fund approved upon a Change of Control Event prompted by the Sell-Down Plan, a new investment advisory agreement between the Adviser and the Trust, on behalf of the 1290 Retirement 2030 Fund, and under certain circumstances, any future advisory agreements prompted by Change of Control Events that may occur as part of the Sell-Down Plan. The results of the shareholder vote are as follows:

Fund	For		Against		Abstain
1290 Retirement 2030 Fund		154,055.232		132,655.823		313.053

*******

207

PROXY VOTING POLICIES AND PROCEDURES (UNAUDITED)

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

QUARTERLY PORTFOLIO HOLDINGS INFORMATION (UNAUDITED)

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

208

Visit the Funds’ Website: 1290Funds.com

Must be accompanied or preceded by a Prospectus. 1290 Funds are distributed by ALPS Distributors, Inc. DFIN#808506

^© 2019 AXA Equitable Life Insurance Company. All rights reserved.

1290 Avenue of the Americas, New York, NY 10104.

AXA Equitable Life Insurance Company

Item 2. Code of Ethics.

As of the end of the period covered by this report, the registrant has adopted a “code of ethics,” as defined in Item 2, that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the registrant’s code of ethics is filed as an exhibit pursuant to Item 12(a)(1).

Item 3. Audit Committee Financial Expert.

The registrant’s board of trustees has determined that Donald E. Foley and Caroline L. Williams serve on its audit committee as “audit committee financial experts” as defined in Item 3. Ms. Williams and Mr. Foley are considered to be “independent” for purposes of Item 3(a)(2).

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees for fiscal year 2019: $255,705 and for fiscal year 2018: $544,450.

(b) Audit-Related Fees fiscal year 2019: $0 and for fiscal year 2018: $40,698.

(c) Tax Fees for fiscal year 2019: $233,660 and for fiscal year 2018: $228,200.

Tax fees include amounts related to tax compliance, tax advice and tax planning.

(d) All Other Fees for fiscal year 2019: $0 and for fiscal year 2018: $0.

All other fees include amounts related to consultation on or review of the registrant’s various regulatory filings.

(e)(1)    The registrant’s audit committee has adopted policies and procedures relating to pre-approval of services performed by the registrant’s principal accountant for the registrant. Audit, audit-related and tax services provided to the registrant on an annual basis require pre-approval by the entire audit committee. In the event that the audit fees exceed the pre-approved estimated amount, the audit committee’s delegate, consisting of the audit committee chair, lead independent trustee, the registrant’s chief executive officer and chief financial officer, acting by at least two of such individuals, has the authority to increase the amount by up to 10% of the pre-approved amount. Any additional amount requires pre-approval by the entire audit committee. The audit committee chair or the lead independent trustee also has the authority to approve de minimis non-audit services (i.e., services in which the fee does not exceed $10,000 per engagement) to be provided by the registrant’s principal accountant for the registrant, provided that each such service is brought to the attention of the audit committee prior to the completion of the audit of the registrant’s financial statements.

(e)(2)    None of the services included in (b) – (d) above were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not applicable.

(g) For fiscal year 2019: $523,000 and for fiscal year 2018: $380,398.

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

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Schedule of Investments.

The Schedule of Investments is included as part of the annual report to Shareholders filed under Item 1 of this Form N-CSR.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.

Item 11. Controls and Procedures.

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

(b) The registrant’s certifying officers are not aware of any 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 registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Close-End Management Investment Companies.

Not Applicable.

Item 13. Exhibits.

(a)(1)    The Code of Ethics for Senior Officers of the Registrant is filed herewith.

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

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

SIGNATURES

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

1290 FUNDS

By:	/s/ Steven M. Joenk
Steven M. Joenk
President and Chief Executive Officer
December 27, 2019

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

/s/ Steven M. Joenk

Steven M. Joenk

President and Chief Executive Officer

December 27, 2019

/s/ Brian E. Walsh

Brian E. Walsh

Chief Financial Officer

December 27, 2019