1290 Funds N-CSR

N-CSR 1 d850552dncsr.htm 1290 FUNDS N-CSR 1290 Funds N-CSR

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)

SHANE DALY.

Executive Vice President, General Counsel and Secretary

Equitable Investment Management, LLC

1345 Avenue of the Americas

New York, New York 10105

(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, 2023

Item 1.

Reports to Stockholders.

Item 1(a):

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).

LOGO

Annual Report

October 31, 2023

1290 Funds

Annual Report

October 31, 2023

Table of Contents



Notes on Performance (Unaudited)		2

Funds

1290 Diversified Bond		5
1290 Essex Small Cap Growth		18
1290 GAMCO Small/Mid Cap Value		28
1290 High Yield Bond		41
1290 Loomis Sayles Multi-Asset Income		55
1290 Multi-Alternative Strategies		75
1290 Retirement 2020		83
1290 Retirement 2025		90
1290 Retirement 2030		97
1290 Retirement 2035		104
1290 Retirement 2040		110
1290 Retirement 2045		116
1290 Retirement 2050		122
1290 Retirement 2055		128
1290 Retirement 2060		134
1290 SmartBeta Equity		140

Notes to Financial Statements		152

Report of Independent Registered Public Accounting Firm		175

Approvals of Investment Advisory and Sub-Advisory Agreements (Unaudited)		176

Federal Income Tax Information (Unaudited)		194

Management of the Trust (Unaudited)		195

Shareholder Meeting Voting Results		199

Control Person and Principal Holders of Securities (Unaudited)		200

Proxy Voting Policies and Procedures (Unaudited)		200

Quarterly Portfolio Holdings Information (Unaudited)		200

Market Overview for the year ended October 31, 2023

Bonds

In the past year, 10-year U.S. Treasury rates went up almost 90 basis points, a major headwind for fixed-income assets. At the beginning of the reporting period, investment-grade credit spreads, a measure of perceived risk in the bond market, signaled a more benign outlook, narrowing as the third quarter of 2022’s GDP was revised higher despite tighter monetary policy aimed at cooling economic activity, adding to hopes a recession would be avoidable. The market began 2023 on a positive note, due to signs of moderating inflation and hopes that the world’s central banks would be less aggressive in terms of tightening monetary policy. Investor sentiment reversed course in February, however, as robust economic data — and an increase in inflation numbers — renewed higher rate fears. Volatility intensified in March when the instability in small regional banks unnerved investors. Nonetheless, the 10-year U.S. Treasury yield fell from 3.9% to 3.5% over the first quarter of 2023 and the Bloomberg U.S. Aggregate Bond Index returned 3.0%.

The U.S. fixed-income market was volatile and weakened during the second quarter of 2023. As recession concerns began to moderate, the 10-year U.S. Treasury rate moved higher over the quarter, ending at 3.81%, and the Bloomberg U.S. Aggregate Bond Index returned -0.84%. As the reporting period came to an end, the market initially rallied given signs of moderating inflation, expectations for less monetary policy tightening, and hopes for a soft economic landing—but was disappointed that the U.S. Federal Reserve later signaled that it wouldn’t start cutting rates until June 2024. The U.S. bond market’s gains for the year were almost completely erased, and the Bloomberg Aggregate was roughly flat for the year ended 10/31/2023, with a gain of 0.3%.

Stocks

Global equities recovered over the past 12 months as investors were able to shake off recession concerns in the world’s largest economies, a jittery U.S. banking sector, US debt-ceiling concerns, a faltering recovery in China, and generally stubbornly high inflation. Returns were thus positive, with the MSCI All Country World Index up 10.5% for the year ended 10/31/2023. Nearly all the return has been driven by the so-called “Magnificent Seven” U.S. stocks (NVIDIA, Apple, Microsoft, Meta, Amazon, Tesla, and Alphabet) amid enthusiasm for the prospects for Artificial Intelligence with mega-cap technology stocks being the main perceived beneficiaries.

The market’s behavior was not without volatility, however. Initially, investors appeared to anticipate that central banks would soon be able to shift monetary policy towards a reduction in interest rates. The Fed’s mid-Summer pause in its rate-hiking cycle provided strong support to equity markets through the end of July, and markets went into August with attractive gains, led by a 20.7% in year-to-date rise in the S&P 500 Index. But as summer unfolded, it became clear that inflation remained elevated, which brought a general consensus that interest rates would have to stay at high levels for a longer period than anticipated. This led to a souring of sentiment late summer as surging oil prices, Chinese economic uncertainty and a rising risk of default in its beleaguered property sector, and a steep rise in borrowing costs caused havoc. Equity markets around the world gave back 9.6% of their value from August through the end of October. Even the technology giants which had dominated market returns so far, benefitting from the hype around artificial intelligence (AI), went into reverse.

The year saw a strong divergence in returns across sectors, countries and styles. Communication services and technology delivered the strongest returns, supported by expected strong growth in demand for artificial intelligence technologies. Energy recovered in the final part of the period under review, delivering strong returns as oil prices surge amid production cuts in the Middle East and Russia. More defensive and interest-rate sensitive sectors such as utilities, consumer staples, healthcare and real estate lagged. From a country standpoint, as concerns for the strength of the Chinese economy grew, Asian developed and emerging markets lagged. Japan equities delivered by far the strongest returns for investors supported by currency depreciation and stock market reforms.

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

1290 Diversified Bond Fund

Bloomberg 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.

1290 Essex Small Cap Growth Fund

Russell 2000^® Growth Index measures the performance of those Russell 2000^® Index companies with higher price-to-book ratios and higher forecasted growth values. It is market-capitalization weighted.

1290 GAMCO Small/Mid Cap Value Fund

Russell 2500^TM 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.

1290 High Yield Bond Fund

ICE BofA 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.

1290 Loomis Sayles Multi-Asset Income Fund

20% MSCI World High Dividend Yield Index/20% Cboe S&P 500 BuyWrite Index^SM/30% Bloomberg U.S. Corporate High Yield Index/30% Bloomberg U.S. Aggregate Bond Index is a hypothetical combination of unmanaged indexes. The composite or “blended” index combines the total return of the MSCI World High Dividend Yield Index at a weighting of 20%, the Cboe S&P500 BuyWrite Index^SM at a weighing of 20%, the Bloomberg U.S. Corporate High Yield Index at a weighting of 30% and the Bloomberg U.S. Aggregate Bond Index at a weighting of 30%.

Morgan Stanley Capital International (MSCI) World High Dividend Yield Index is based on the MSCI World Index, its parent index, and includes large and mid-cap stocks across 23 Developed Markets countries. The index is designed to reflect the performance of equities in the parent index (excluding REITs) with higher dividend income and quality characteristics than average dividend yields that are both sustainable and persistent. The index also applies quality screens and reviews 12-month past performance to omit stocks with potentially deteriorating fundamentals that could force them to cut or reduce dividends. The MSCI World High Dividend Yield Index is net of withholding taxes for dividend payments.

The Cboe S&P 500 BuyWrite Index^SM is a benchmark index designed to track the performance of a hypothetical buy-write strategy on the S&P 500 Index^®.

Bloomberg U.S. Corporate High Yield Index measures the USD-denominated, high yield, fixed-rate corporate bond market. Securities are classified as high yield if the middle rating of Moody’s, Fitch and S&P is Ba1/BB+/BB+ or below. Bonds from issuers with an emerging markets country of risk, based on the indices’ EM country definition, are excluded. The Bloomberg U.S. Corporate High Yield Index is a component of the US Universal and Global High Yield Indices.

Prior to August 19, 2022 the benchmark was a blend of the S&P 500^® Index (60%) and the Bloomberg U.S. Aggregate Bond Index (40%)

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.

NOTES ON PERFORMANCE (Unaudited)

corporate securities, agency fixed rate and hybrid adjustable mortgage pass through securities, asset-backed securities and commercial mortgage-backed securities.

1290 Multi-Alternative Strategies Fund

ICE BofA 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.

1290 Retirement Fund Series

S&P Target Date^® Index Series 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.

1290 SmartBeta Equity Fund

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.

Other indices mentioned:

Bloomberg Global Aggregate Index is a flagship measure of global investment grade debt from twenty- four local currency markets. This multi-currency benchmark includes treasury, government-related, corporate and securitized fixed-rate bonds from both developed and emerging markets issuers.

MSCI Emerging Markets Index^SM is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. The MSCI Emerging Markets Index consists of the following 24 emerging market country indices: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Kuwait, Malaysia, Mexico, Peru, Philippines, Poland, Qatar, Saudi Arabia, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates.”

Russell 1000^® Index measures the performance of approximately 1,000 of the largest companies in the Russell 3000^® Index and represents approximately 92% of the total market capitalization of the Russell 3000^® Index. It is market-capitalization weighted.

Russell 2000^® Index is an unmanaged index which measures the performance of approximately 2000 of the smallest companies in the Russell 3000^® Index, which represents approximately 10% of the total market capitalization of the Russell 3000^® Index. It is market-capitalization weighted.

Glossary

Credit ratings: Investment grade is a rating that signifies a municipal or corporate bond presents a relatively low risk of default. Bond rating firms like Standard & Poor’s and Moody’s use different designations, consisting of the upper- and lower-case letters “A” and “B,” to identify a bond’s credit quality rating. “AAA” and “AA” (high credit quality) and “A” and “BBB” (medium credit quality) are considered investment grade. Credit ratings for bonds below these designations (“BB,” “BBB-,” “B,” “CCC,” etc.) are considered low credit quality, and are commonly referred to as “junk bonds.”

Corporate bonds are a type of debt security that is issued by a firm and sold to investors. Corporate bonds are typically seen as somewhat riskier than U.S. government bonds, so they usually have higher interest rates to compensate for this additional risk.

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

Duration is a measure of the sensitivity of the price of a bond or other debt instrument to a change in interest rates.

Factor returns are the return attributable to a particular common factor.

Federal funds rate is the target interest rate set by the Federal Open Market Committee (FOMC) at which commercial banks borrow and lend their excess reserves to each other overnight.

Futures are derivative financial contracts that obligate the parties to transact an asset at a predetermined future date and price. drawdown

Inflation is the decline of purchasing power of a given currency over time.

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

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

NOTES ON PERFORMANCE (Unaudited)

Treasury securities, or Treasuries, are debt obligations of the U.S. government. When you buy a U.S. Treasury security, you are lending money to the federal government for a specified period of time.

Yield refers to the earnings generated and realized on an investment over a particular period of time.

Yield spread is the difference between yields on differing debt instruments of varying maturities, credit ratings, issuer, or risk level, calculated by deducting the yield of one instrument from the other.

1290 DIVERSIFIED BOND FUND (Unaudited)

INVESTMENT ADVISER

_Ø

Equitable Investment Management, LLC

INVESTMENT SUB-ADVISER

_Ø

Brandywine Global Investment Management, LLC (Brandywine Global)

PERFORMANCE RESULTS

LOGO



Annualized Total Returns as of 10/31/23

		1 Year			5 Years			Since Incept.
Fund – Class A Shares*	without Sales Charge		(1.50	)%		0.48	%		0.83	%
	with Sales Charge (a)		(5.91	)		(0.45	)		0.27
Fund – Class I Shares*			(1.23	)		0.69			1.06
Fund – Class R Shares*			(1.66	)		0.21			0.57
Bloomberg U.S. Aggregate Bond Index			0.36			(0.06	)		0.45

* 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 U.S. Aggregate Bond Index from 7/6/15 to 10/31/23. The performance of the Bloomberg 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 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, 2023, the gross expense ratios for Class A, I and R shares were 1.20%, 0.95% and 1.46%, 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, 2024. 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 (1.23)% for the year ended October 31, 2023. The Fund’s benchmark, the Bloomberg U.S. Aggregate Bond Index, returned 0.36% over the same year.

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

Market notes

At the beginning of the reporting period, the 10-year U.S. Treasury rate was volatile, but overall rose a modest five bps from 3.83% to 3.88%. Investment-grade credit spreads managed to narrow as the third quarter of 2022’s Gross Domestic Product, or GDP, was revised higher, despite tighter monetary policy aimed at cooling economic activity, in addition to hopes that a recession might be avoidable. The market began 2023 on a positive note, due to signs of moderating inflation and hopes that central banks would be less aggressive in terms of tightening monetary policy. Investor sentiment then reversed course in February as robust economic data, including an increase in inflation, triggered higher rate expectations. Volatility intensified in March when the instability in small regional banks unnerved investors. All told, the 10-year U.S. Treasury yield fell from 3.9% to 3.5% over the first quarter of 2023 and the Bloomberg U.S. Aggregate Bond Index returned 3.0%.

The U.S. fixed income market was volatile and weakened during the second quarter of 2023. As recession concerns began to moderate, the 10-year U.S. Treasury rate moved higher over the quarter, ending at 3.81%, and the Bloomberg U.S. Aggregate Bond Index returned -0.84%. After rising over the first half of 2023, the U.S. bond market’s gains were erased during the third

1290 DIVERSIFIED BOND FUND (Unaudited)

quarter of 2023. The market initially rallied given signs of moderating inflation, expectations for less monetary policy tightening, and hopes for a soft economic landing — but was disappointed that the Federal Reserve later signaled that it wouldn’t start cutting rates until June 2024.

What helped performance during the year?

•

Over the 12-month period, the largest contributor to relative performance was an overweight position in select emerging market debt, with the largest additive performance coming from Colombian and Brazilian debt, where central banks in the region have toned down their hawkish rhetoric with expectations for rate cuts. Other emerging market debt in Peru and Poland also added to performance.

•

Overweight positioning in U.S. corporate bonds was additive to relative and absolute performance over the 12-month period. Investment-grade and high-yield spreads, a measure of the market’s assessment of risk, have been mixed over the past 12 months.

•

Among currencies, positioning in the Colombian peso was the largest individual contributor over the past twelve months as the Colombian peso had very strong gains to start 2023. Also contributing positively were emerging market currencies like the Polish zloty and Thai baht.

What hurt performance during the year?

•

An overweight to long-dated U.S. Treasuries was the key detractor on both a relative and absolute basis, as U.S. rates continued to increase, with the market pricing in a “higher-for-longer” environment — a reference to expectations for the Federal Reserve’s interest-rate policy. While this safe-haven duration detracted from performance, we continue to believe that this ballast against a meaningful downturn in growth is warranted given the dangers in the macroeconomic outlook.

•

An overweight to agency mortgage-backed securities detracted from relative performance over the last 12 months. Spreads have widened since October 2022, mostly due to interest-rate volatility and the exit of the largest mortgage-backed security (MBS) buyer, the Federal Reserve.

•

Among currencies, on a one-year basis, an overweight in the Japanese yen was the largest detractor from relative performance. The Japanese yen’s 2023 performance year to date has prompted speculation that the Japanese government may intervene to prop up its currency; given Japan’s high inflation, we believe the Japanese government prefers a strong yen.

The primary use of derivatives by the Fund is for its various currency exposures where we utilize currency forwards. We may also use futures or other derivatives for additional exposures where we choose to not hold actual bonds.



Fund Characteristics As of October 31, 2023
Weighted Average Life (Years)			14.18
Weighted Average Coupon (%)			4.80
Weighted Average Effective Duration (Years)*			9.09
Weighted Average Rating**			AA

* 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, 2023	% of Net Assets
Mortgage-Backed Securities		37.0	%
U.S. Treasury Obligations		35.8
Foreign Government Securities		12.9
Energy		2.7
Investment Companies		2.6
Financials		1.9
Information Technology		1.1
Communication Services		1.0
Real Estate		0.8
Health Care		0.5
Materials		0.2
Cash and Other		3.5

		100.0	%

Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

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

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

1290 DIVERSIFIED BOND FUND (Unaudited)

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2023 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 5/1/23		Ending Account Value 10/31/23		Expenses Paid During Period* 5/1/23 - 10/31/23
Class A
Actual		$1,000.00		$884.60		$3.56
Hypothetical (5% average annual return before expenses)		1,000.00		1,021.42		3.82
Class I
Actual		1,000.00		885.30		2.38
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.68		2.55
Class R
Actual		1,000.00		883.60		4.75
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.16		5.09

* Expenses are equal to the Fund’s A, I and R shares annualized expense ratio of 0.75%, 0.50% and 1.00%, respectively, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

1290 FUNDS

1290 DIVERSIFIED BOND FUND

PORTFOLIO OF INVESTMENTS

October 31, 2023



	Principal Amount		Value (Note 1)
LONG-TERM DEBT SECURITIES:
Convertible Bond (0.6%)
Information Technology (0.6%)
*Technology Hardware, Storage & Peripherals (0.6%)*
Western Digital Corp. 1.500%, 2/1/24 (e)	$	3,450,000	$	3,406,875

Total Information Technology				3,406,875

Total Convertible Bond				3,406,875

Corporate Bonds (7.6%)
Communication Services (1.0%)
*Diversified Telecommunication Services (0.5%)*
Altice France SA 5.500%, 1/15/28§		3,800,000		2,812,000

*Media (0.5%)*
Charter Communications Operating LLC 6.484%, 10/23/45		3,330,000		2,809,721

Total Communication Services				5,621,721

Energy (2.7%)
*Oil, Gas & Consumable Fuels (2.7%)*
Baytex Energy Corp. 8.500%, 4/30/30 (x)§		2,219,000		2,196,810
Devon Energy Corp. 7.875%, 9/30/31		1,190,000		1,274,451
Petroleos Mexicanos 5.350%, 2/12/28		14,860,000		11,937,781

Total Energy				15,409,042

Financials (1.9%)
*Capital Markets (1.2%)*
Ares Capital Corp. 4.250%, 3/1/25 (x)		1,070,000		1,029,374
Golub Capital BDC, Inc. 2.500%, 8/24/26		5,275,000		4,614,811
UBS Group AG (US Treasury Yield Curve Rate T Note Constant Maturity 1 Year + 2.00%), 6.301%, 9/22/34 (k)§		1,670,000		1,583,157

				7,227,342

*Financial Services (0.7%)*
Freedom Mortgage Corp. 6.625%, 1/15/27§		3,210,000		2,775,526
United Wholesale Mortgage LLC 5.500%, 4/15/29§		1,271,000		1,067,640

				3,843,166

Total Financials				11,070,508

Health Care (0.5%)
*Health Care Providers & Services (0.5%)*
DaVita, Inc. 4.625%, 6/1/30§		3,530,000		2,743,869

Total Health Care				2,743,869

Information Technology (0.5%)
*Technology Hardware, Storage & Peripherals (0.5%)*
Dell International LLC 3.375%, 12/15/41		4,790,000		3,088,723

Total Information Technology				3,088,723

Materials (0.2%)
*Metals & Mining (0.2%)*
First Quantum Minerals Ltd. 7.500%, 4/1/25§		1,380,000		1,286,988

Total Materials				1,286,988

Real Estate (0.8%)
*Specialized REITs (0.8%)*
Equinix, Inc. (REIT) 2.500%, 5/15/31		5,925,000		4,523,452

Total Real Estate				4,523,452

Total Corporate Bonds				43,744,303

Foreign Government Securities (12.9%)
Mex Bonos Desarr Fix Rt
Series M 8.000%, 7/31/53	MXN	391,500,000		17,419,133
Republic of South Africa
Series 2048 8.750%, 2/28/48	ZAR	940,050,000		35,268,008
Titulos de Tesoreria
Series B 7.250%, 10/26/50	COP	139,480,000,000		21,149,045

Total Foreign Government Securities				73,836,186

Mortgage-Backed Securities (37.0%)
FHLMC UMBS 4.000%, 7/1/52	$	30,128,728		26,085,637
FNMA UMBS 5.000%, 10/1/52		1,897,686		1,751,668
5.000%, 11/1/52		30,635,941		28,278,652
5.500%, 12/1/52		3,795,173		3,606,702
5.500%, 1/1/53		30,282,444		28,769,130
GNMA 5.000%, 10/20/52		3,290,940		3,066,523
5.500%, 10/20/52		27,598,648		26,403,359
5.000%, 2/20/53		12,535,264		11,684,372
5.500%, 2/20/53		7,380,428		7,067,703
5.000%, 3/20/53		13,569,940		12,657,295
5.500%, 4/20/53		22,711,735		21,742,291
5.500%, 5/20/53		16,301,798		15,595,772
5.000%, 6/20/53		10,313,254		9,605,939
5.500%, 6/20/53		5,982,298		5,723,207
6.000%, 8/20/53		10,170,996		9,973,301

Total Mortgage-Backed Securities				212,011,551

See Notes to Financial Statements.

1290 FUNDS

1290 DIVERSIFIED BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023



	Principal Amount		Value (Note 1)
U.S. Treasury Obligations (35.8%)
U.S. Treasury Bonds 2.875%, 5/15/52	$	110,040,000	$	74,001,757
U.S. Treasury Notes 3.875%, 8/15/33		142,030,000		131,045,641

Total U.S. Treasury Obligations				205,047,398

Total Long-Term Debt Securities (93.9%) (Cost $579,734,419)				538,046,313


	Number of Shares		Value (Note 1)
SHORT-TERM INVESTMENTS:
Investment Companies (2.6%)
Invesco Government & Agency Portfolio, Institutional Shares 5.27% (7 day yield) (xx)		114,350		114,350
JPMorgan Prime Money Market Fund, IM Shares 5.64% (7 day yield)		14,897,596		14,903,555

Total Investment Companies				15,017,905

Total Short-Term Investments (2.6%) (Cost $15,017,905)				15,017,905

Total Investments in Securities (96.5%) (Cost $594,752,324)				553,064,218
Other Assets Less Liabilities (3.5%)				20,055,549

Net Assets (100%)			$	573,119,767

§	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, 2023, the market value of these securities amounted to $14,465,990 or 2.5% of net assets.

(e)

Step Bond — Coupon rate increases or decreases in increments to maturity. Rate disclosed is as of October 31, 2023. 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, 2023.

(x)

All or a portion of security is on loan at October 31, 2023.

(xx)

At October 31, 2023, the Fund had loaned securities with a total value of $112,023. This was collateralized by cash of $114,350 which was subsequently invested in investment companies as detailed in the Notes to the Financial Statements.

Glossary:

CHF

— Swiss Franc

CLP

— Chilean Peso

COP

— Colombian Peso

CZK

— Czech Koruna

EUR

— European Currency Unit

FHLMC

— Federal Home Loan Mortgage Corp.

FNMA

— Federal National Mortgage Association

GBP

— British Pound

GNMA

— Government National Mortgage Association

HUF

— Hungarian Forint

JPY

— Japanese Yen

MXN

— Mexican Peso

NOK

— Norwegian Krone

REIT

— Real Estate Investment Trust

UMBS

— Uniform Mortgage-Backed Securities

USD

— United States Dollar

ZAR

— South African Rand



Country Diversification As a Percentage of Total Net Assets
Canada	0.4	%
Colombia	3.7
France	0.5
Mexico	5.1
South Africa	6.1
Switzerland	0.3
United States	80.2
Zambia	0.2
Cash and Other	3.5

	100.0	%

See Notes to Financial Statements.

1290 FUNDS

1290 DIVERSIFIED BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023

Futures contracts outstanding as of October 31, 2023 (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		4,983			12/2023		USD		520,606,713			(9,219,688	)
U.S. Treasury 10 Year Ultra Note		165			12/2023		USD		17,956,641			(207,608	)
U.S. Treasury Ultra Bond		213			12/2023		USD		23,975,813			(1,334,248	)

												(10,761,544	)

Short Contracts
Japan 10 Year Bond		(177	)		12/2023		JPY		(167,862,444	)		2,925,911

												2,925,911

												(7,835,633	)

Forward Foreign Currency Contracts outstanding as of October 31, 2023 (Note 1):


Currency Purchased		Currency Sold			Counterparty	Settlement Date		Unrealized Appreciation (Depreciation) ($)
EUR	3,380,000		USD	3,570,125	JPMorgan Chase Bank		11/7/2023		6,958
USD	16,693,539		EUR	15,090,000	JPMorgan Chase Bank		11/7/2023		723,662
HUF	6,520,000,000		USD	17,780,687	Barclays Bank plc		11/14/2023		219,312
ZAR	22,900,000		USD	1,206,802	Barclays Bank plc		11/15/2023		20,492
ZAR	63,200,000		USD	3,333,953	Goldman Sachs Bank USA		11/15/2023		53,165
ZAR	296,800,000		USD	15,803,542	Morgan Stanley		11/15/2023		103,052
USD	892,231		GBP	710,000	Citibank NA		12/8/2023		29,041
USD	79,151,756		GBP	62,950,000	JPMorgan Chase Bank		12/8/2023		2,619,627
CHF	1,070,000		USD	1,172,904	JPMorgan Chase Bank		12/12/2023		8,840
CHF	560,000		USD	617,787	Morgan Stanley		12/12/2023		696
USD	62,912,164		CHF	55,570,000	Goldman Sachs Bank USA		12/12/2023		1,538,763
USD	18,461,397		JPY	2,728,000,000	Barclays Bank plc		12/15/2023		329,027
USD	30,597,379		JPY	4,444,000,000	Citibank NA		12/15/2023		1,059,164
USD	1,288,853		JPY	190,000,000	Goldman Sachs Bank USA		12/15/2023		25,968
USD	579,116		JPY	86,000,000	HSBC Bank plc		12/15/2023		7,494
USD	36,173,896		JPY	5,396,000,000	Morgan Stanley		12/15/2023		307,963
USD	43,391,753		NOK	471,100,000	Morgan Stanley		1/18/2024		1,124,872
CLP	15,960,000,000		USD	17,168,051	Morgan Stanley^**		1/26/2024		569,303
MXN	313,500,000		USD	16,851,939	Citibank NA		1/29/2024		268,804

Total unrealized appreciation									9,016,203

EUR	11,710,000		USD	12,783,104	Morgan Stanley		11/7/2023		(390,311	)
CLP	16,850,000,000		USD	19,612,864	HSBC Bank plc^**		11/8/2023		(792,358	)
USD	18,616,098		CLP	16,850,000,000	HSBC Bank plc^**		11/8/2023		(204,408	)
HUF	12,450,000,000		USD	34,756,044	Morgan Stanley		11/14/2023		(384,881	)
USD	33,041,401		HUF	12,450,000,000	Barclays Bank plc		11/14/2023		(1,329,762	)
USD	38,592,220		ZAR	729,200,000	Goldman Sachs Bank USA		11/15/2023		(488,267	)
CZK	1,128,000,000		USD	49,352,908	Citibank NA		11/16/2023		(799,509	)
CZK	434,000,000		USD	18,951,634	Morgan Stanley		11/16/2023		(270,628	)
USD	23,996,761		CZK	563,000,000	Barclays Bank plc		11/16/2023		(236,895	)
USD	23,712,708		CZK	554,000,000	Goldman Sachs Bank USA		11/16/2023		(133,553	)
USD	17,950,655		CZK	423,000,000	Morgan Stanley		11/16/2023		(256,870	)
USD	943,188		CZK	22,000,000	UBS AG		11/16/2023		(3,775	)
GBP	16,530,000		USD	20,988,554	Barclays Bank plc		12/8/2023		(892,031	)
GBP	37,020,000		USD	45,193,268	HSBC Bank plc		12/8/2023		(185,810	)
GBP	10,110,000		USD	12,860,678	JPMorgan Chase Bank		12/8/2023		(569,339	)
CHF	510,000		USD	567,772	Morgan Stanley		12/12/2023		(4,511	)
USD	18,548,696		CHF	16,960,000	Goldman Sachs Bank USA		12/12/2023		(182,506	)

See Notes to Financial Statements.

1290 FUNDS

1290 DIVERSIFIED BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023


Currency Purchased		Currency Sold			Counterparty	Settlement Date		Unrealized Appreciation (Depreciation) ($)
JPY	20,218,000,000		USD	139,169,581	JPMorgan Chase Bank		12/15/2023		(4,785,327	)
NOK	471,100,000		USD	43,817,549	Morgan Stanley		1/18/2024		(1,550,668	)
USD	3,586,400		EUR	3,380,000	JPMorgan Chase Bank		2/7/2024		(6,795	)

Total unrealized depreciation									(13,468,204	)

Net unrealized depreciation									(4,452,001	)

**	Non-deliverable forward.

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2023:

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



Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities			Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)			Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Convertible Bonds
Information Technology	$	—		$	3,406,875		$	—	$	3,406,875
Corporate Bonds
Communication Services		—			5,621,721			—		5,621,721
Energy		—			15,409,042			—		15,409,042
Financials		—			11,070,508			—		11,070,508
Health Care		—			2,743,869			—		2,743,869
Information Technology		—			3,088,723			—		3,088,723
Materials		—			1,286,988			—		1,286,988
Real Estate		—			4,523,452			—		4,523,452
Foreign Government Securities		—			73,836,186			—		73,836,186
Forward Currency Contracts		—			9,016,203			—		9,016,203
Futures		2,925,911			—			—		2,925,911
Mortgage-Backed Securities		—			212,011,551			—		212,011,551
Short-Term Investments
Investment Companies		15,017,905			—			—		15,017,905
U.S. Treasury Obligations		—			205,047,398			—		205,047,398

Total Assets	$	17,943,816		$	547,062,516		$	—	$	565,006,332

Liabilities:
Forward Currency Contracts	$	—		$	(13,468,204	)	$	—	$	(13,468,204	)
Futures		(10,761,544	)		—			—		(10,761,544	)

Total Liabilities	$	(10,761,544	)	$	(13,468,204	)	$	—	$	(24,229,748	)

Total	$	7,182,272		$	533,594,312		$	—	$	540,776,584

See Notes to Financial Statements.

1290 FUNDS

1290 DIVERSIFIED BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023

Fair Values of Derivative Instruments as of October 31, 2023:


	Statement of Assets and Liabilities
Derivatives Contracts^	Asset Derivatives	Fair Value
Interest rate contracts	Receivables, Net assets – Unrealized appreciation	$	2,925,911	*
Foreign exchange contracts	Receivables		9,016,203

Total		$	11,942,114


	Liability Derivatives
Interest rate contracts	Payables, Net assets – Unrealized depreciation	$	(10,761,544	)*
Foreign exchange contracts	Payables		(13,468,204	)

Total		$	(24,229,748	)

*	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, 2023:


Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
Derivatives Contracts^	Futures			Forward Foreign Currency Contracts			Swaps		Total
Interest rate contracts	$	(22,438,763	)	$	—		$	1,120,641	$	(21,318,122	)
Foreign exchange contracts		—			(18,117,300	)		—		(18,117,300	)
Credit contracts		—			—			3,345,844		3,345,844

Total	$	(22,438,763	)	$	(18,117,300	)	$	4,466,485	$	(36,089,578	)


Amount of Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
Derivatives Contracts^	Futures		Forward Foreign Currency Contracts			Swaps			Total
Interest rate contracts	$	3,933,486	$	—		$	—		$	3,933,486
Foreign exchange contracts		—		(9,152,753	)		—			(9,152,753	)
Credit contracts		—		—			(444,642	)		(444,642	)

Total	$	3,933,486	$	(9,152,753	)	$	(444,642	)	$	(5,663,909	)

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


Average Balances of Outstanding Derivative Financial Instruments
Futures contracts
Average notional value of contracts — long	$	353,372,000
Average notional value of contracts — short		306,227,000
Forward foreign currency exchange contracts
Average amounts purchased — in USD	$	536,297,000
Average amounts sold — in USD		509,033,000
Credit index swaps
Average notional value — sell protection	$	44,463,000
Average notional value — buy protection		92,717,000
Interest rate swaps
Average notional value — pays fixed rate	$	38,536,000

See Notes to Financial Statements.

1290 FUNDS

1290 DIVERSIFIED BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023

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, 2023:


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	$	568,831	$	(568,831	)	$	—	$	—
Citibank NA		1,357,009		(799,509	)		—		557,500
Goldman Sachs Bank USA		1,617,896		(804,326	)		—		813,570
HSBC Bank plc		7,494		(7,494	)		—		—
JPMorgan Chase Bank		3,359,087		(3,359,087	)		—		—
Morgan Stanley		2,105,886		(2,105,886	)		—		—

Total	$	9,016,203	$	(7,645,133	)	$	—	$	1,371,070


Counterparty	Gross Amount of Derivative Liabilities Presented in the Statement of Assets and Liabilities (a)		Derivatives Available for Offset			Collateral Pledged			Net Amount Due to Counterparty
Barclays Bank plc	$	2,458,688	$	(568,831	)	$	—		$	1,889,857
Citibank NA		799,509		(799,509	)		—			—
Goldman Sachs Bank USA		804,326		(804,326	)		—			—
HSBC Bank plc		1,182,576		(7,494	)		(1,000,000	)		175,082
JPMorgan Chase Bank		5,361,461		(3,359,087	)		—			2,002,374
Morgan Stanley		2,857,869		(2,105,886	)		—			751,983
UBS AG		3,775		—			—			3,775

Total	$	13,468,204	$	(7,645,133	)	$	(1,000,000	)	$	4,823,071

(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, 2023 were as follows:


Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	470,309,696
Long-term U.S. government debt securities		656,877,962

	$	1,127,187,658

Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	528,703,248
Long-term U.S. government debt securities		612,721,480

	$	1,141,424,728

As of October 31, 2023, 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	$	12,320,061
Aggregate gross unrealized depreciation		(57,305,531	)

Net unrealized depreciation	$	(44,985,470	)

Federal income tax cost of investments in securities and derivative instruments, if applicable	$	585,762,054

See Notes to Financial Statements.

1290 FUNDS

1290 DIVERSIFIED BOND FUND

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2023



ASSETS
Investments in Securities, at value (x) (Cost $594,752,324)	$	553,064,218
Cash		878,000
Cash held as collateral for forward foreign currency contracts		1,000,000
Due from broker for futures variation margin		14,809,949
Unrealized appreciation on forward foreign currency contracts		9,016,203
Dividends, interest and other receivables		5,524,606
Receivable for securities sold		4,074,723
Receivable for Fund shares sold		2,168,776
Prepaid registration and filing fees		33,906
Securities lending income receivable		135
Other assets		5,249

Total assets		590,575,765

LIABILITIES
Unrealized depreciation on forward foreign currency contracts		13,468,204
Payable for securities purchased		2,622,833
Payable for Fund shares repurchased		716,771
Foreign currency overdraft payable		119,891
Payable for return of collateral on securities loaned		114,350
Administrative fees payable		74,681
Transfer agent fees payable		57,266
Investment advisory fees payable		47,159
Trustees’ fees payable		1,618
Distribution fees payable – Class A		1,106
Distribution fees payable – Class R		1,000
Accrued expenses		231,119

Total liabilities		17,455,998

Commitments and contingent liabilities^
NET ASSETS	$	573,119,767

Net assets were comprised of:
Paid in capital	$	773,857,359
Total distributable earnings (loss)		(200,737,592	)

Net assets	$	573,119,767

Class A
Net asset value and redemption price per share, $5,061,717 / 639,134 shares outstanding (unlimited amount authorized: $0.001 par value)	$	7.92
Maximum sales charge (4.50% of offering price)		0.37

Maximum offering price per share	$	8.29

Class I
Net asset value, offering and redemption price per share, $565,647,058 / 71,062,746 shares outstanding (unlimited amount authorized: $0.001 par value)	$	7.96

Class R
Net asset value, offering and redemption price per share, $2,410,992 / 306,792 shares outstanding (unlimited amount authorized: $0.001 par value)	$	7.86

(x)

Includes value of securities on loan of $112,023.

^	See Note 2 in Notes to the Financial Statements.

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2023



INVESTMENT INCOME
Interest (net of $253,666 foreign withholding tax)	$	36,607,038
Dividends		673,129
Securities lending (net)		42,764

Total income		37,322,931

EXPENSES
Investment advisory fees		3,861,791
Administrative fees		965,448
Professional fees		465,604
Transfer agent fees		376,900
Custodian fees		256,300
Printing and mailing expenses		137,149
Registration and filing fees		68,800
Trustees’ fees		18,730
Distribution fees – Class A		16,422
Distribution fees – Class R		10,862
Miscellaneous		96,991

Gross expenses		6,274,997
Waiver from investment adviser		(3,030,013	)

Net expenses		3,244,984

NET INVESTMENT INCOME (LOSS)		34,077,947

REALIZED AND UNREALIZED GAIN (LOSS)
Realized gain (loss) on:
Investments in securities		(40,035,596	)
Futures contracts		(22,438,763	)
Forward foreign currency contracts		(18,117,300	)
Foreign currency transactions		632,858
Swaps		4,466,485

Net realized gain (loss)		(75,492,316	)

Change in unrealized appreciation (depreciation) on:
Investments in securities		38,818,236
Futures contracts		3,933,486
Forward foreign currency contracts		(9,152,753	)
Foreign currency translations		170,862
Swaps		(444,642	)

Net change in unrealized appreciation (depreciation)		33,325,189

NET REALIZED AND UNREALIZED GAIN (LOSS)		(42,167,127	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(8,089,180	)

See Notes to Financial Statements.

1290 FUNDS

1290 DIVERSIFIED BOND FUND

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended October 31,
	2023			2022
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	34,077,947		$	20,245,867
Net realized gain (loss)		(75,492,316	)		(95,477,364	)
Net change in unrealized appreciation (depreciation)		33,325,189			(72,757,596	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(8,089,180	)		(147,989,093	)

Distributions to shareholders:
Class A		(163,937	)		(188,400	)
Class I		(15,397,087	)		(15,568,311	)
Class R		(45,660	)		(32,711	)

Total distributions to shareholders		(15,606,684	)		(15,789,422	)

Tax return of capital:
Class A		(88,150	)		—
Class I		(8,279,101	)		—
Class R		(24,551	)		—

Total tax return of capital		(8,391,802	)		—

CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 83,483 and 344,531 shares, respectively ]		742,404			3,530,170
Capital shares issued in reinvestment of dividends [ 24,703 and 17,771 shares, respectively ]		224,297			179,508
Capital shares repurchased [ (262,790) and (367,977) shares , respectively]		(2,310,066	)		(3,633,376	)

Total Class A transactions		(1,343,365	)		76,302

Class I
Capital shares sold [ 17,626,727 and 23,508,727 shares, respectively ]		156,148,768			233,550,194
Capital shares issued in reinvestment of dividends [ 2,592,764 and 1,540,016 shares, respectively ]		23,622,504			15,545,930
Capital shares repurchased [ (18,330,147) and (18,709,408) shares , respectively]		(160,540,380	)		(183,231,555	)

Total Class I transactions		19,230,892			65,864,569

Class R
Capital shares sold [ 200,824 and 122,727 shares, respectively ]		1,767,395			1,171,008
Capital shares issued in reinvestment of dividends [ 7,726 and 3,248 shares, respectively ]		69,671			32,335
Capital shares repurchased [ (120,330) and (26,149) shares , respectively]		(1,083,042	)		(238,047	)

Total Class R transactions		754,024			965,296

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		18,641,551			66,906,167

TOTAL INCREASE (DECREASE) IN NET ASSETS		(13,446,115	)		(96,872,348	)
NET ASSETS:
Beginning of year		586,565,882			683,438,230

End of year	$	573,119,767		$	586,565,882

See Notes to Financial Statements.

1290 FUNDS

1290 DIVERSIFIED BOND FUND

FINANCIAL HIGHLIGHTS


Class A	Year Ended October 31,
Class A	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	8.33		$	10.70		$	10.68		$	10.34		$	9.52

Income (loss) from investment operations:
Net investment income (loss) (e)		0.45			0.27			0.29			0.39			0.41	**
Net realized and unrealized gain (loss)		(0.54	)		(2.41	)		0.44			0.43			0.80

Total from investment operations		(0.09	)		(2.14	)		0.73			0.82			1.21

Less distributions:
Dividends from net investment income		(0.21	)		(0.23	)		(0.47	)		(0.15	)		(0.39	)
Distributions from net realized gains		—			—			(0.22	)		(0.33	)		—
Return of capital		(0.11	)		—			(0.02	)		—			—

Total dividends and distributions		(0.32	)		(0.23	)		(0.71	)		(0.48	)		(0.39	)

Net asset value, end of year	$	7.92		$	8.33		$	10.70		$	10.68		$	10.34

Total return		(1.50	)%		(20.39	)%		6.73	%		8.32	%		12.97	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	5,062		$	6,608		$	8,550		$	7,796		$	3,848
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.75	%		0.75	%		0.75	%		0.75	%		0.75	%
Before waivers and reimbursements (f)		1.22	%		1.20	%		1.22	%		1.42	%		1.55	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (f)		5.07	%		2.75	%		2.62	%		3.76	%*		4.00	%**
Before waivers and reimbursements (f)		4.60	%		2.31	%		2.15	%		3.09	%*		3.19	%**
Portfolio turnover rate ^		193	%		244	%		165	%		200	%		194	%

Class I	Year Ended October 31,
Class I	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	8.36		$	10.72		$	10.71		$	10.37		$	9.53

Income (loss) from investment operations:
Net investment income (loss) (e)		0.47			0.30			0.31			0.41			0.42	**
Net realized and unrealized gain (loss)		(0.54	)		(2.42	)		0.43			0.41			0.84

Total from investment operations		(0.07	)		(2.12	)		0.74			0.82			1.26

Less distributions:
Dividends from net investment income		(0.21	)		(0.24	)		(0.49	)		(0.15	)		(0.42	)
Distributions from net realized gains		—			—			(0.22	)		(0.33	)		—
Return of capital		(0.12	)		—			(0.02	)		—			—

Total dividends and distributions		(0.33	)		(0.24	)		(0.73	)		(0.48	)		(0.42	)

Net asset value, end of year	$	7.96		$	8.36		$	10.72		$	10.71		$	10.37

Total return		(1.23	)%		(20.18	)%		6.85	%		8.34	%		13.43	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	565,647		$	578,149		$	673,625		$	169,409		$	81,249
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.50	%		0.50	%		0.50	%		0.50	%		0.50	%
Before waivers and reimbursements (f)		0.97	%		0.95	%		0.96	%		1.17	%		1.34	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (f)		5.30	%		3.04	%		2.79	%		3.95	%*		4.12	%**
Before waivers and reimbursements (f)		4.83	%		2.59	%		2.33	%		3.28	%*		3.28	%**
Portfolio turnover rate ^		193	%		244	%		165	%		200	%		194	%

See Notes to Financial Statements.

1290 FUNDS

1290 DIVERSIFIED BOND FUND

FINANCIAL HIGHLIGHTS (Continued)


Class R	Year Ended October 31,
Class R	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	8.27		$	10.64		$	10.63		$	10.34		$	9.51

Income (loss) from investment operations:
Net investment income (loss) (e)		0.42			0.26			0.25			0.35	*		0.35	**
Net realized and unrealized gain (loss)		(0.52	)		(2.42	)		0.45			0.41			0.85

Total from investment operations		(0.10	)		(2.16	)		0.70			0.76			1.20

Less distributions:
Dividends from net investment income		(0.20	)		(0.21	)		(0.45	)		(0.14	)		(0.37	)
Distributions from net realized gains		—			—			(0.22	)		(0.33	)		—
Return of capital		(0.11	)		—			(0.02	)		—			—

Total dividends and distributions		(0.31	)		(0.21	)		(0.69	)		(0.47	)		(0.37	)

Net asset value, end of year	$	7.86		$	8.27		$	10.64		$	10.63		$	10.34

Total return		(1.66	)%		(20.60	)%		6.44	%		7.77	%		12.84	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	2,411		$	1,808		$	1,264		$	298		$	145
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%
Before waivers and reimbursements (f)		1.47	%		1.46	%		1.47	%		1.67	%		1.88	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (f)		4.79	%		2.68	%		2.24	%		3.43	%*		3.51	%**
Before waivers and reimbursements (f)		4.32	%		2.22	%		1.77	%		2.75	%*		2.63	%**
Portfolio turnover rate ^		193	%		244	%		165	%		200	%		194	%

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

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

^	Portfolio turnover rate excludes derivatives, if any.

(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.

See Notes to Financial Statements.

1290 ESSEX SMALL CAP GROWTH FUND (Unaudited)

INVESTMENT ADVISER

_Ø

Equitable Investment Management, LLC

INVESTMENT SUB-ADVISER

_Ø

Essex Investment Management Company, LLC (“Essex”)

PERFORMANCE RESULTS

LOGO



Annualized Total Returns as of 10/31/23

		1 Year			Since Incept.
Fund – Class A Shares*	without Sales Charge		(15.28	)%		(8.24	)%
	with Sales Charge (a)		(19.91	)		(12.11	)
Fund – Class I Shares*			(15.08	)		(8.00	)
Fund – Class R Shares*			(15.49	)		(8.47	)
Russell 2000^® Growth Index			(7.63	)		(0.58	)

* Date of inception 7/11/22. (a) A 5.50% front-end sales charge was deducted. Returns for periods greater than one year are annualized.

The graph illustrates comparative performance for $10,000 invested in the Class I shares of the 1290 Essex Small Cap Growth Fund and the Russell 2000^® Growth Index from 7/11/22 to 10/31/23. The performance of the Russell 2000^® Growth 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 2000^® Growth 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, 2023, the gross expense ratios for Class A, I and R shares were 5.74%, 5.45% and 5.95%, respectively. The net expense ratios for Class A, I and R shares were 1.13%, 0.88% and 1.38%, respectively. The net expense ratios reflect the Adviser’s decision to contractually limit expenses through April 30, 2024. 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 (15.08)% for the year ended October 31, 2023. The Fund’s benchmarks, the Russell 2000^® Growth Index returned (7.63)% over the same year.

Overview — Essex Investment Management Company, LLC

Market performance in the small-cap sector was impacted by disproportionate strength in the largest-cap members of those indices, especially companies that touted their potential exposure to Artificial Intelligence (AI). Overall, the Russell 2000^® Growth Index was down 7.6% while the Russell Microcap Growth Index was down 18.0% for the same period. This was also an extremely narrow market within the small and microcap segments with only consumer staples and energy having positive returns. Performance was also heavily weighted toward the larger-cap end of the benchmark as only the segment above $2.5 billion in market cap had a positive return for the period.

Fund Highlights

What helped performance during the year?

•

Stock selection was particularly strong in industrials with contributions from a focus on infrastructure (Sterling Infrastructure, Inc.), smart defense (Leonardo DRS, Inc.), and a resilient home buying market (Builders FirstSource, Inc.) as well as contributions from holdings related to environmental solutions and energy service.

•

Financials also had strong stock selection from financial payment processors (PaymentUS Holdings, Inc. and Payoneer Global, Inc.) and insurance (HCI Group, Inc.

1290 ESSEX SMALL CAP GROWTH FUND (Unaudited)

and Heritage Insurance Holdings, Inc.), combined with minimal exposure to regional banks.

•

Sector allocation added value broadly with particular strength in an overweight position in industrials and technology combined with an underweight position in financials.

What hurt performance during the year?

•

Market-cap positioning detracted the most from performance with a significant overweight position in stocks under $1 billion (51.7% in the portfolio versus less than 10% in the Russell 2000^® Growth Index). Stock selection added value versus the index in all market-cap buckets, but the overall impact was negative due to the smaller market-cap footprint.

•

Stock selection detracted from performance in technology as companies related to semiconductors and communications hardware struggled with a buildup of inventory in the channel. This inventory cycle also caused weakness in semiconductor equipment suppliers as the U.S. Government has been slow to award CHIPS ACT grants. Names that were impacted include Digi International, Inc., Cambium Networks Corp., DZS, Inc., and Amtech Systems, Inc.

•

Healthcare was also a detractor as aesthetics companies (Cutera, Inc., Apyx Medical Corp., and Revance Therapeutics, Inc.), diagnostics companies (NanoString Technologies, Inc., ViewRay, Inc., Akoya Biosciences, Inc.), and suppliers to biotech companies (Inotiv, Inc. and Codexis, Inc.) came under pressure following the collapse of Silicon Valley Bank in March.

Portfolio Positioning and Outlook

The good news is that the market started to broaden in June, as investors grew more comfortable that inflation was moderating, the U.S. Federal Reserve was pausing, and a potential soft landing might be possible for the economy. In fact, the number of companies priced at new highs is expanding, and more sectors are participating. To us, valuations were very attractive in the small and microcap sectors of the market, both in absolute and relative terms, earnings growth has remained solid, and these sectors have significant exposure to what we believe are the positive themes of: infrastructure spending, sustainable solutions, reshoring of manufacturing, and smart defense spending.



Sector Weightings as of October 31, 2023	% of Net Assets
Industrials		32.0	%
Health Care		19.8
Information Technology		19.7
Consumer Discretionary		11.1
Financials		8.1
Energy		3.7
Investment Companies		2.7
Consumer Staples		2.1
Materials		2.1
Exchange Traded Fund		0.2
Cash and Other		(1.5	)

		100.0	%

Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

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

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2023 and held for the entire six-month period.

Actual Expenses

Hypothetical Example for Comparison Purposes

1290 ESSEX SMALL CAP GROWTH FUND (Unaudited)

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.

EXAMPLE



	Beginning Account Value 5/1/23†		Ending Account Value 10/31/23		Expenses Paid During Period* 5/1/23 - 10/31/23
Class A
Actual		$1,000.00		$874.10		$5.33
Hypothetical (5% average annual return before expenses)		1,000.00		1,019.52		5.75
Class I
Actual		1,000.00		875.40		4.16
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.77		4.48
Class R
Actual		1,000.00		872.90		6.51
Hypothetical (5% average annual return before expenses)		1,000.00		1,018.25		7.02

† The Fund commenced operations for July 11, 2022. * Expenses are equal to the Fund’s Class A, Class I and Class R shares annualized expense ratio of 1.13%, 0.88% and 1.38%, respectively, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

1290 FUNDS

1290 ESSEX SMALL CAP GROWTH FUND

PORTFOLIO OF INVESTMENTS

October 31, 2023



	Number of Shares		Value (Note 1)
COMMON STOCKS:
Consumer Discretionary (11.1%)
*Automobile Components (2.3%)*
Patrick Industries, Inc.		7,657	$	575,423
Superior Industries International, Inc.*		164,619		455,995

				1,031,418

*Diversified Consumer Services (2.7%)*
Coursera, Inc.*		30,929		536,309
Lincoln Educational Services Corp.*		79,488		679,622

				1,215,931

*Hotels, Restaurants & Leisure (1.6%)*
Kura Sushi USA, Inc., Class A (x)*		5,692		325,241
Sweetgreen, Inc., Class A*		37,830		390,784

				716,025

*Household Durables (2.4%)*
Century Communities, Inc.		7,153		439,910
Lifetime Brands, Inc.		4,821		25,744
Skyline Champion Corp.*		10,226		599,550

				1,065,204

*Specialty Retail (2.1%)*
CarParts.com, Inc.*		81,957		231,938
Revolve Group, Inc., Class A (x)*		18,839		259,036
Stitch Fix, Inc., Class A*		68,205		223,713
ThredUp, Inc., Class A (x)*		70,472		226,920

				941,607

Total Consumer Discretionary				4,970,185

Consumer Staples (2.1%)
*Food Products (0.8%)*
SunOpta, Inc.*		95,205		365,587

*Personal Care Products (1.3%)*
e.l.f. Beauty, Inc.*		6,196		573,936

Total Consumer Staples				939,523

Energy (3.7%)
*Energy Equipment & Services (2.4%)*
Expro Group Holdings NV*		22,315		351,461
TETRA Technologies, Inc.*		156,660		742,568

				1,094,029

*Oil, Gas & Consumable Fuels (1.3%)*
Matador Resources Co.		9,168		565,574

Total Energy				1,659,603

Financials (8.1%)
*Banks (1.3%)*
Bancorp, Inc. (The)*		14,558		518,993
Brookline Bancorp, Inc.		5,185		42,206

				561,199

*Capital Markets (1.3%)*
Evercore, Inc., Class A		4,382		570,449

*Financial Services (3.1%)*
Paymentus Holdings, Inc., Class A (x)*		52,539		764,968
Payoneer Global, Inc.*		111,022		642,817

				1,407,785

*Insurance (2.4%)*
HCI Group, Inc.		11,838		698,087
Heritage Insurance Holdings, Inc.*		65,837		389,096

				1,087,183

Total Financials				3,626,616

Health Care (19.8%)
*Biotechnology (3.8%)*
Insmed, Inc.*		27,655		693,034
Kiniksa Pharmaceuticals Ltd., Class A*		35,412		540,033
Veracyte, Inc.*		23,373		484,289

				1,717,356

*Health Care Equipment & Supplies (7.9%)*
Accuray, Inc.*		139,130		367,303
Alphatec Holdings, Inc.*		56,770		521,148
Apyx Medical Corp.*		74,099		169,687
AtriCure, Inc.*		13,500		467,640
Axogen, Inc.*		58,785		221,032
Cutera, Inc.*		34,254		106,530
Inari Medical, Inc.*		9,168		556,589
Orthofix Medical, Inc.*		29,972		330,891
PROCEPT BioRobotics Corp. (x)*		15,263		408,896
Stereotaxis, Inc. (x)*		249,346		376,512

				3,526,228

*Health Care Providers & Services (3.5%)*
Biodesix, Inc.*		172,577		245,059
PetIQ, Inc., Class A*		26,345		494,496
Talkspace, Inc.*		280,930		500,055
Viemed Healthcare, Inc. (x)*		52,287		329,931

				1,569,541

*Health Care Technology (2.2%)*
Augmedix, Inc.*		86,037		378,563
Evolent Health, Inc., Class A*		16,724		408,567
Phreesia, Inc.*		15,213		207,810

				994,940

*Life Sciences Tools & Services (0.6%)*
Adaptive Biotechnologies Corp.*		53,647		238,193

*Pharmaceuticals (1.8%)*
Evolus, Inc.*		51,934		394,699
EyePoint Pharmaceuticals, Inc. (x)*		40,903		246,236
Revance Therapeutics, Inc.*		21,308		168,120

				809,055

Total Health Care				8,855,313

Industrials (32.0%)
*Aerospace & Defense (4.7%)*
Kratos Defense & Security Solutions, Inc.*		50,071		853,710
Leonardo DRS, Inc.*		66,895		1,275,688

				2,129,398

*Building Products (2.4%)*
Builders FirstSource, Inc.*		3,627		393,602
Caesarstone Ltd.*		36,923		148,430
Griffon Corp.		13,349		533,159

				1,075,191

See Notes to Financial Statements.

1290 FUNDS

1290 ESSEX SMALL CAP GROWTH FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023



	Number of Shares		Value (Note 1)
*Commercial Services & Supplies (3.9%)*
CECO Environmental Corp.*		43,069	$	696,856
Enviri Corp.*		71,026		407,689
Performant Financial Corp.*		120,845		281,569
Perma-Fix Environmental Services, Inc.*		39,492		367,276

				1,753,390

*Construction & Engineering (7.9%)*
Argan, Inc.		10,427		476,931
Great Lakes Dredge & Dock Corp.*		61,556		467,825
Matrix Service Co.*		61,606		717,710
Orion Group Holdings, Inc.*		44,379		213,019
Sterling Infrastructure, Inc.*		22,668		1,651,364

				3,526,849

*Electrical Equipment (3.5%)*
American Superconductor Corp.*		47,250		296,021
Babcock & Wilcox Enterprises, Inc.*		100,343		263,902
Beam Global (x)*		15,364		84,195
FTC Solar, Inc.*		117,570		125,800
LSI Industries, Inc.		55,259		822,254

				1,592,172

*Machinery (2.8%)*
3D Systems Corp.*		46,192		172,296
Commercial Vehicle Group, Inc.*		43,976		306,513
Graham Corp.*		33,296		519,085
Manitex International, Inc.*		64,427		258,352

				1,256,246

*Professional Services (3.2%)*
BlackSky Technology, Inc., Class A*		199,426		237,317
DLH Holdings Corp.*		20,653		282,533
Fiverr International Ltd.*		19,091		404,157
Willdan Group, Inc.*		28,360		500,270

				1,424,277

*Trading Companies & Distributors (3.6%)*
Alta Equipment Group, Inc.		34,757		319,417
MRC Global, Inc.*		55,158		579,711
Transcat, Inc.*		7,858		707,377

				1,606,505

Total Industrials				14,364,028

Information Technology (19.7%)
*Communications Equipment (2.5%)*
Ceragon Networks Ltd.*		226,426		384,924
Digi International, Inc.*		13,450		338,671
Lantronix, Inc.*		85,281		389,734

				1,113,329

*Electronic Equipment, Instruments & Components (4.9%)*
Identiv, Inc.*		83,065		505,866
Luna Innovations, Inc. (x)*		74,955		425,744
Mirion Technologies, Inc., Class A*		65,837		456,251
Novanta, Inc.*		4,181		552,143
Vuzix Corp. (x)*		82,561		268,323

				2,208,327

*IT Services (2.1%)*
BigCommerce Holdings, Inc.*		49,768		442,438
Endava plc (ADR)*		9,672		485,147

				927,585

*Semiconductors & Semiconductor Equipment (3.7%)*
Aehr Test Systems (x)*		17,379		409,449
Amtech Systems, Inc.*		68,759		492,658
Ichor Holdings Ltd.*		16,321		395,947
Kopin Corp. (x)*		280,124		344,553

				1,642,607

*Software (5.2%)*
American Software, Inc., Class A		33,951		372,443
Cognyte Software Ltd.*		70,824		296,044
Docebo, Inc. (x)*		15,263		599,531
Domo, Inc., Class B*		22,819		186,203
EverCommerce, Inc.*		47,149		451,687
Zeta Global Holdings Corp., Class A*		57,677		449,881

				2,355,789

*Technology Hardware, Storage & Peripherals (1.3%)*
Stratasys Ltd.*		34,455		350,407
Turtle Beach Corp.*		29,770		245,603

				596,010

Total Information Technology				8,843,647

Materials (2.1%)
*Chemicals (2.1%)*
AdvanSix, Inc.		17,631		485,734
Aspen Aerogels, Inc.*		56,669		437,485

Total Materials				923,219

Total Common Stocks (98.6%) (Cost $50,357,526)				44,182,134

EXCHANGE TRADED FUND (ETF):
*Equity (0.2%)*
iShares Russell 2000 Growth ETF(x)		375		77,621

Total Exchange Traded Fund (0.2%) (Cost $78,660)				77,621

SHORT-TERM INVESTMENTS:
Investment Companies (2.7%)
Dreyfus Treasury Obligations Cash Management Fund 5.24% (7 day yield) (xx)		100,000		100,000
Goldman Sachs Financial Square Government Fund 5.26% (7 day yield) (xx)		150,000		150,000
Invesco Government & Agency Portfolio, Institutional Shares 5.27% (7 day yield) (xx)		866,899		866,899
JPMorgan Prime Money Market Fund, IM Shares 5.64% (7 day yield)		107,258		107,301

Total Investment Companies				1,224,200

Total Short-Term Investments (2.7%) (Cost $1,224,194)				1,224,200

Total Investments in Securities (101.5%) (Cost $51,660,380)				45,483,955
Other Assets Less Liabilities (-1.5%)				(654,852	)

Net Assets (100%)			$	44,829,103

See Notes to Financial Statements.

1290 FUNDS

1290 ESSEX SMALL CAP GROWTH FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023

*	Non-income producing.

(x)

All or a portion of security is on loan at October 31, 2023.

(xx)

At October 31, 2023, the Fund had loaned securities with a total value of $1,155,606. This was collateralized by $27,664 of various U.S. Government Treasury Securities, ranging from 0.000% – 5.435%, maturing 11/16/23 – 5/15/52 and by cash of $1,116,899 which was subsequently invested in investment companies as detailed in the Notes to the Financial Statements.

Glossary:

ADR

— American Depositary Receipt

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2023:

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



Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Common Stocks
Consumer Discretionary	$	4,970,185	$	—	$	—	$	4,970,185
Consumer Staples		939,523		—		—		939,523
Energy		1,659,603		—		—		1,659,603
Financials		3,626,616		—		—		3,626,616
Health Care		8,855,313		—		—		8,855,313
Industrials		14,364,028		—		—		14,364,028
Information Technology		8,843,647		—		—		8,843,647
Materials		923,219		—		—		923,219
Exchange Traded Fund		77,621		—		—		77,621
Short-Term Investments
Investment Companies		1,224,200		—		—		1,224,200

Total Assets	$	45,483,955	$	—	$	—	$	45,483,955

Total Liabilities	$	—	$	—	$	—	$	—

Total	$	45,483,955	$	—	$	—	$	45,483,955

The Fund held no derivatives contracts during the year ended October 31, 2023.

Investment security transactions for the year ended October 31, 2023 were as follows:


Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	68,734,865
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	25,820,565


Aggregate gross unrealized appreciation	$	4,112,979
Aggregate gross unrealized depreciation		(10,307,298	)

Net unrealized depreciation	$	(6,194,319	)

Federal income tax cost of investments in securities and derivative instruments, if applicable	$	51,678,274

See Notes to Financial Statements.

1290 FUNDS

1290 ESSEX SMALL CAP GROWTH FUND

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2023



ASSETS
Investments in Securities, at value (x) (Cost $51,660,380)	$	45,483,955
Cash		300,000
Receivable for securities sold		186,218
Receivable for Fund shares sold		49,659
Prepaid registration and filing fees		21,907
Receivable from investment adviser		6,695
Securities lending income receivable		2,783
Dividends, interest and other receivables		1,991
Other assets		1,083

Total assets		46,054,291

LIABILITIES
Payable for return of collateral on securities loaned		1,116,899
Payable for Fund shares repurchased		15,643
Payable for securities purchased		11,737
Transfer agent fees payable		9,377
Distribution fees payable – Class R		51
Distribution fees payable – Class A		27
Accrued expenses		71,454

Total liabilities		1,225,188

Commitments and contingent liabilities^
NET ASSETS	$	44,829,103

Net assets were comprised of:
Paid in capital	$	53,263,874
Total distributable earnings (loss)		(8,434,771	)

Net assets	$	44,829,103

Class A
Net asset value and redemption price per share, $121,624 / 13,683 shares outstanding (unlimited amount authorized: $0.001 par value)	$	8.89
Maximum sales charge (5.50% of offering price)		0.52

Maximum offering price per share	$	9.41

Class I
Net asset value, offering and redemption price per share, $44,594,171 / 5,000,823 shares outstanding (unlimited amount authorized: $0.001 par value)	$	8.92

Class R
Net asset value, offering and redemption price per share, $113,308 / 12,789 shares outstanding (unlimited amount authorized: $0.001 par value)	$	8.86

(x)

Includes value of securities on loan of $1,155,606.

^	See Note 2 in Notes to the Financial Statements.

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2023



INVESTMENT INCOME
Dividends	$	193,327
Interest		12,161
Securities lending (net)		41,526

Total income		247,014

EXPENSES
Investment advisory fees		291,757
Offering costs		143,382
Professional fees		94,479
Registration and filing fees		62,908
Administrative fees		58,352
Transfer agent fees		50,800
Printing and mailing expenses		26,738
Custodian fees		12,499
Trustees’ fees		977
Distribution fees – Class R		589
Distribution fees – Class A		320
Miscellaneous		12,300

Gross expenses		755,101
Less: Waiver from investment adviser		(350,109	)
Reimbursement from investment adviser		(61,978	)

Net expenses		343,014

NET INVESTMENT INCOME (LOSS)		(96,000	)

REALIZED AND UNREALIZED GAIN (LOSS)
Realized gain (loss) on:
Net realized gain (loss) on investments in securities		(2,166,435	)

Net change in unrealized appreciation (depreciation) on investments in securities		(6,673,955	)

NET REALIZED AND UNREALIZED GAIN (LOSS)		(8,840,390	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(8,936,390	)

See Notes to Financial Statements.

1290 FUNDS

1290 ESSEX SMALL CAP GROWTH FUND

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended October 31, 2023			July 11, 2022* to October 31, 2022
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	(96,000	)	$	(11,760	)
Net realized gain (loss)		(2,166,435	)		74,961
Net change in unrealized appreciation (depreciation)		(6,673,955	)		497,530

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		(8,936,390	)		560,731

Distributions to shareholders:
Class A		(663	)		—
Class I		(72,415	)		—
Class R		(559	)		—

Total distributions to shareholders		(73,637	)		—

CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 2,339 and 11,877 shares, respectively ]		25,259			119,798
Capital shares issued in reinvestment of dividends [ 10 and 0 shares ]		105			—
Capital shares repurchased [ (543) and 0 shares ]		(6,000	)		—

Total Class A transactions		19,364			119,798

Class I
Capital shares sold [ 4,556,929 and 980,000 shares, respectively ]		48,783,568			9,800,000
Capital shares issued in reinvestment of dividends [ 1,695 and 0 shares ]		17,682			—
Capital shares repurchased [ (537,801) and 0 shares ]		(5,591,615	)		—

Total Class I transactions		43,209,635			9,800,000

Class R
Capital shares sold [ 2,789 and 10,000 shares, respectively ]		29,602			100,000

Total Class R transactions		29,602			100,000

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		43,258,601			10,019,798

TOTAL INCREASE (DECREASE) IN NET ASSETS		34,248,574			10,580,529
NET ASSETS:
Beginning of period		10,580,529			—

End of period	$	44,829,103		$	10,580,529

* Commencement of operations.

See Notes to Financial Statements.

1290 FUNDS

1290 ESSEX SMALL CAP GROWTH FUND

FINANCIAL HIGHLIGHTS


Class A	Year Ended October 31, 2023			July 11, 2022* to October 31, 2022
Net asset value, beginning of period	$	10.55		$	10.00

Income (loss) from investment operations:
Net investment income (loss) (e)		(0.05	)(1)		(0.02	)
Net realized and unrealized gain (loss)		(1.55	)		0.57

Total from investment operations		(1.60	)		0.55

Less distributions:
Distributions from net realized gains		(0.06	)		—

Net asset value, end of period	$	8.89		$	10.55

Total return (b)		(15.28	)%		5.50	%

Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	122		$	125
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		1.13	%		1.13	%
Before waivers and reimbursements (a)(f)		2.38	%		6.32	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		(0.49	)%(aa)		(0.61	)%(l)
Before waivers and reimbursements (a)(f)		(1.74	)%(aa)		(5.80	)%(l)
Portfolio turnover rate ^		69	%		29	%(z)

Class I	Year Ended October 31, 2023			July 11, 2022* to October 31, 2022
Net asset value, beginning of period	$	10.56		$	10.00

Income (loss) from investment operations:
Net investment income (loss) (e)		(0.03	)(1)		(0.01	)
Net realized and unrealized gain (loss)		(1.55	)		0.57

Total from investment operations		(1.58	)		0.56

Less distributions:
Distributions from net realized gains		(0.06	)		—

Net asset value, end of period	$	8.92		$	10.56

Total return (b)		(15.08	)%		5.60	%

Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	44,594		$	10,350
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		0.88	%		0.88	%
Before waivers and reimbursements (a)(f)		1.94	%		6.03	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		(0.24	)%(aa)		(0.35	)%(l)
Before waivers and reimbursements (a)(f)		(1.30	)%(aa)		(5.50	)(l)
Portfolio turnover rate ^		69	%		29	%(z)

See Notes to Financial Statements.

1290 FUNDS

1290 ESSEX SMALL CAP GROWTH FUND

FINANCIAL HIGHLIGHTS (Continued)


Class R	Year Ended October 31, 2023			July 11, 2022* to October 31, 2022
Net asset value, beginning of period	$	10.54		$	10.00

Income (loss) from investment operations:
Net investment income (loss) (e)		(0.08	)(1)		(0.03	)
Net realized and unrealized gain (loss)		(1.54	)		0.57

Total from investment operations		(1.62	)		0.54

Less distributions:
Distributions from net realized gains		(0.06	)		—

Net asset value, end of period	$	8.86		$	10.54

Total return (b)		(15.49	)%		5.40	%

Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	113		$	105
Ratio of expenses to average net assets:
After waivers and reimbursements (a)(f)		1.38	%		1.38	%
Before waivers and reimbursements (a)(f)		2.59	%		6.53	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)(f)		(0.74	)%(aa)		(0.85	)%(l)
Before waivers and reimbursements (a)(f)		(1.95	)%(aa)		(6.00	)(l)
Portfolio turnover rate ^		69	%		29	%(z)

(1)

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

*	Commencement of operations.

^	Portfolio turnover rate excludes derivatives, if any.

(a)

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

(b)

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

(e)

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

(f)

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

(l)

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

(z)

Portfolio turnover rate for periods less than one year is not annualized

(aa)

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

See Notes to Financial Statements.

1290 GAMCO SMALL/MID CAP VALUE FUND (Unaudited)

INVESTMENT ADVISER

_Ø

Equitable Investment Management, LLC

INVESTMENT SUB-ADVISER

_Ø

GAMCO Asset Management, Inc.

PERFORMANCE RESULTS

LOGO



Annualized Total Returns as of 10/31/23

		1 Year			5 Years			Since Incept.
Fund – Class A Shares*	without Sales Charge		3.88	%		5.86	%		6.50	%
	with Sales Charge (a)		(1.81	)		4.66			5.83
Fund – Class I Shares*			4.11			6.11			6.76
Fund – Class R Shares*			3.62			5.59			6.24
Fund – Class T Shares*†	without Sales Charge		4.18			6.13			6.77
	with Sales Charge (b)		1.56			5.59			6.47
Russell 2500^{TM Value Index}			(4.94	)		4.65			5.35

* 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 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 10/31/23. 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, 2023, the gross expense ratios including acquired fund fees for Class A, I, R and T shares were 1.51%, 1.25%, 1.76% and 1.51%, respectively. The net expense ratios for Class A, I, R and T shares were 1.20%, 0.95%, 1.45% and 0.95%, respectively. The net expense ratios reflect the Adviser’s decision to contractually limit expenses through April 30, 2024. 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 4.11% for the year ended October 31, 2023. The Fund’s benchmark, the Russell 2500^TM Value Index, returned (4.94)% over the same year.

Overview — GAMCO Asset Management, Inc.

What helped performance during the year?

•

The Fund’s industrial sector performance was the largest contributor to relative returns by sector during the trailing year ended in October. Importantly, security selection and interaction had an even stronger impact on performance than the effect of the Fund’s larger weighting in the sector. Companies including CIRCOR International, Inc. (no longer in portfolio as deal closed in October) and Core Molding Technologies, Inc. (1.5%) had robust performance in the trailing year. Pump & valve company CIRCOR benefited from a bidding war for the company, concluding with KKR’s sweetened offer, which went from an initial $49/share to $56/share at the end of the second quarter.

•

Shares of financial companies sold off earlier in the year over bank contagion fears after regional banks Silicon Valley Bank and Signature Bank collapsed due to poor risk management. The Fund’s underweighting in the financial sector helped returns relative to the benchmark.

•

Financial engineering continues to be used to surface value in the Fund, including a split-off of Atlanta Braves Holdings, Inc. (Class A: 1.3%; Class C: 0.5%) and the spin-offs of payments business Crane NXT Co. (0.3%) from aerospace supplier Crane Co. (1.5%) earlier this year and Sphere Entertainment Co. (which opened with headliner U2 to much fanfare in Las Vegas at the end of September) from Madison Square Garden Entertainment Corp. (0.5%). Two of

1290 GAMCO SMALL/MID CAP VALUE FUND (Unaudited)

the holdings spun off during the second quarter, Crane NXT (0.3%) and Sphere (0.5%), were up more than 45% during the trailing year ended in October.

What hurt performance during the year?

•

The Fund’s exposure to small-capitalization companies defined as companies with under $3 billion market capitalization at the time of purchase, was a detractor from relative returns over the trailing year from a purely allocation perspective. However, the underlying stock selection within small-capitalization companies in the Fund more than outweighed the allocation impact resulting in a positive overall contribution to return relative to the index within this category.

•

The Fund’s lower allocation to the energy sector was a detractor from relative performance for the trailing year.

•

Shares of Grupo Televisa SAB (0.8%) fell during the period along with other media companies facing slowing advertising and accelerating cord cutting. The company’s 45%-owned TelevisaUnivision’s high leverage and exposure to emerging markets magnified these trends. In addition, Televisa has faced increased competition from fiber overbuilders in its Mexican broadband business. Grupo Televisa’s possible upcoming catalysts include a monetization of Univision (likely via a 2024 IPO), Sky business turnaround and eventual consolidation of the cable unit with peer Megacable.

Portfolio Positioning and Outlook — GAMCO Asset Management, Inc.

The Fund is significantly different from its benchmark index, and performance will often not closely track it. Holdings tend 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. We purchase and hold securities trading at discounts to their Private Market Values appropriate for their level of risk and seek to identify one or more catalysts that could close that valuation gap. Industry consolidation, financial engineering (e.g., spin-offs), changes in management and changes in regulation are just a few long-term catalysts in which the Fund is well positioned.

While this is not a pretty picture for financial markets, there are positives. The unemployment rate continues to sit near an all-time low at 3.9%, and the U.S. consumer has been remarkably resilient. Demand for experiences such as live sporting events and concerts remains robust. Consumer branded goods companies in attractive categories have demonstrated significant pricing power to offset inflation and are increasing spending on advertising in order to spur volume growth for new products. Political advertising should be as strong as ever in 2024. Long-term tailwinds for aerospace and defense companies are still intact. Finally, the challenging macroeconomic backdrop has created opportunities in the market: the S&P 500 Index trades at just over 18x expected next twelve months’ earnings, slightly below the average over the last five years, but excluding the so-called “Maginificent 7” of mega-cap stocks that dominate the current rally, the benchmark multiple is under 16x. Small cap stocks are even cheaper, with the Russell 2000 Value Index trading at just over 14x expected next twelve months’ earnings.



Sector Weightings as of October 31, 2023	% of Net Assets
Industrials		36.7	%
Consumer Discretionary		14.6
Communication Services		13.9
Consumer Staples		10.0
Materials		7.4
Investment Companies		7.0
Utilities		2.8
Health Care		2.7
Information Technology		2.3
Financials		1.9
Energy		1.7
Real Estate		0.8
Cash and Other		(1.8	)

		100.0	%

Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

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

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

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2023 and held for the entire six-month period.

1290 GAMCO SMALL/MID CAP VALUE FUND (Unaudited)

Actual Expenses

Hypothetical Example for Comparison Purposes

EXAMPLE



	Beginning Account Value 5/1/23		Ending Account Value 10/31/23		Expenses Paid During Period* 5/1/23 - 10/31/23
Class A
Actual		$1,000.00		$973.90		$5.95
Hypothetical (5% average annual return before expenses)		1,000.00		1,019.18		6.08
Class I
Actual		1,000.00		974.60		4.71
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.44		4.82
Class R
Actual		1,000.00		972.30		7.19
Hypothetical (5% average annual return before expenses)		1,000.00		1,017.92		7.35
Class T
Actual		1,000.00		975.30		4.71
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.43		4.82

* Expenses are equal to the Fund’s A, I, R and T shares annualized expense ratio of 1.20%, 0.95%, 1.45% and 0.95%, respectively, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

PORTFOLIO OF INVESTMENTS

October 31, 2023



	Number of Shares		Value (Note 1)

COMMON STOCKS:
Communication Services (13.9%)
*Diversified Telecommunication Services (1.0%)*
EchoStar Corp., Class A*		4,500	$	62,370
Telesat Corp.*		110,000		1,122,000

				1,184,370

*Entertainment (4.2%)*
Atlanta Braves Holdings, Inc., Class A (x)*		40,500		1,535,355
Atlanta Braves Holdings, Inc., Class C*		19,000		660,820
Liberty Media Corp.-Liberty Live, Class A*		1,000		31,240
Madison Square Garden Entertainment Corp., Class A*		18,500		563,880
Madison Square Garden Sports Corp.*		10,500		1,765,470
Sphere Entertainment Co.*		19,500		641,745

				5,198,510

*Media (6.7%)*
Altice USA, Inc., Class A*		4,500		13,005
AMC Networks, Inc., Class A*		20,000		236,000
Clear Channel Outdoor Holdings, Inc. (x)*		313,000		344,300
Corus Entertainment, Inc., Class B (x)		135,000		62,304
EW Scripps Co. (The), Class A*		28,000		153,160
Grupo Televisa SAB (ADR)		415,000		958,650
JCDecaux SE*		29,000		452,909
Liberty Media Corp.-Liberty SiriusXM, Class A*		4,000		97,960
News Corp., Class B		13,000		278,720
Nexstar Media Group, Inc., Class A		10,200		1,428,816
Paramount Global, Class A (x)		109,500		1,522,050
Sinclair, Inc. (x)		145,000		1,576,150
Sirius XM Holdings, Inc. (x)		27,760		118,813
TEGNA, Inc.		48,000		696,480
WideOpenWest, Inc.*		28,000		197,120

				8,136,437

*Wireless Telecommunication Services (2.0%)*
Gogo, Inc.*		12,900		135,450
Millicom International Cellular SA (x)*		42,000		659,820
Telephone and Data Systems, Inc.		30,000		545,700
United States Cellular Corp.*		27,200		1,143,216

				2,484,186

Total Communication Services				17,003,503

Consumer Discretionary (14.6%)
*Automobile Components (5.6%)*
Dana, Inc.		98,000		1,125,040
Garrett Motion, Inc.*		10,000		70,600
Gentex Corp.		24,000		688,320
Gentherm, Inc.*		2,800		112,616
Goodyear Tire & Rubber Co. (The)*		140,000		1,666,000
Modine Manufacturing Co.*		55,800		2,204,100
Strattec Security Corp.*		43,000		978,250

				6,844,926


*Diversified Consumer Services (0.3%)*
Graham Holdings Co., Class B		500		289,360
H&R Block, Inc.		3,000		123,150

				412,510

*Hotels, Restaurants & Leisure (3.3%)*
Bally’s Corp.*		19,000		173,280
Caesars Entertainment, Inc.*		32,000		1,276,480
Churchill Downs, Inc.		4,000		439,360
GAN Ltd.*		15,000		13,147
Golden Entertainment, Inc.		23,000		721,280
Nathan’s Famous, Inc.		19,500		1,276,470
Wynn Resorts Ltd.		800		70,224

				3,970,241

*Household Durables (1.0%)*
Bassett Furniture Industries, Inc.		24,000		369,360
Lennar Corp., Class B		9,000		887,490

				1,256,850

*Leisure Products (1.8%)*
Brunswick Corp.		14,500		1,007,315
Johnson Outdoors, Inc., Class A		21,000		998,550
Mattel, Inc.*		12,900		246,132

				2,251,997

*Specialty Retail (2.6%)*
Advance Auto Parts, Inc.		17,000		884,510
AutoNation, Inc.*		7,500		975,600
Lands’ End, Inc.*		10,000		62,800
Monro, Inc.		36,000		893,520
Valvoline, Inc.		10,000		296,700

				3,113,130

Total Consumer Discretionary				17,849,654

Consumer Staples (10.0%)
*Beverages (1.7%)*
Boston Beer Co., Inc. (The), Class A*		500		166,975
National Beverage Corp.*		19,000		881,220
Remy Cointreau SA		9,400		1,065,729

				2,113,924

*Consumer Staples Distribution & Retail (0.3%)*
Ingles Markets, Inc., Class A		2,000		160,440
Village Super Market, Inc., Class A		8,900		217,783

				378,223

*Food Products (3.7%)*
Bunge Ltd.		3,500		370,930
Calavo Growers, Inc.		30,500		772,870
Farmer Bros Co.*		96,000		241,920
Hain Celestial Group, Inc. (The)*		44,000		486,200
J M Smucker Co. (The)		13,000		1,479,920
Maple Leaf Foods, Inc. (x)		47,000		935,763
McCormick & Co., Inc. (Non-Voting)		2,900		186,325

				4,473,928

*Household Products (3.5%)*
Energizer Holdings, Inc.		62,000		1,957,960
Spectrum Brands Holdings, Inc.		31,000		2,334,920

				4,292,880

See Notes to Financial Statements.

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023



	Number of Shares		Value (Note 1)

*Personal Care Products (0.8%)*
Edgewell Personal Care Co.		27,300	$	952,770

Total Consumer Staples				12,211,725

Energy (1.7%)
*Energy Equipment & Services (1.7%)*
Dril-Quip, Inc.*		56,500		1,223,790
RPC, Inc.		104,000		865,280

Total Energy				2,089,070

Financials (1.9%)
*Banks (1.4%)*
Cadence Bank		9,000		190,620
Flushing Financial Corp.		27,000		333,180
SouthState Corp.		4,500		297,450
Synovus Financial Corp.		37,000		964,590

				1,785,840

*Capital Markets (0.3%)*
Affiliated Managers Group, Inc.		1,200		147,312
Janus Henderson Group plc		8,000		184,560

				331,872

*Financial Services (0.2%)*
NCR Atleos Corp.*		10,500		231,630

Total Financials				2,349,342

Health Care (2.7%)
*Health Care Equipment & Supplies (0.3%)*
Cutera, Inc. (x)*		29,500		91,745
QuidelOrtho Corp.*		4,600		280,968

				372,713

*Health Care Providers & Services (0.9%)*
Option Care Health, Inc.*		17,500		485,275
Patterson Cos., Inc.		20,000		609,200

				1,094,475

*Health Care Technology (0.4%)*
Evolent Health, Inc., Class A*		17,000		415,310
Teladoc Health, Inc.*		3,400		56,236

				471,546

*Life Sciences Tools & Services (0.1%)*
Bio-Rad Laboratories, Inc., Class A*		300		82,584

*Pharmaceuticals (1.0%)*
Perrigo Co. plc		31,000		856,840
Teva Pharmaceutical Industries Ltd. (ADR)*		48,000		411,840

				1,268,680

Total Health Care				3,289,998

Industrials (36.7%)
*Aerospace & Defense (5.8%)*
AAR Corp.*		18,100		1,074,416
Kaman Corp.		64,000		1,191,040
Moog, Inc., Class A		10,500		1,218,525
Moog, Inc., Class B		12,900		1,497,045
Park Aerospace Corp.		2,000		29,360
Textron, Inc.		27,300		2,074,800

				7,085,186


*Building Products (2.5%)*
AZZ, Inc.		31,000		1,465,370
Griffon Corp.		38,000		1,517,720

				2,983,090

*Commercial Services & Supplies (1.6%)*
Matthews International Corp., Class A		47,000		1,665,680
OPENLANE, Inc.*		20,000		268,600

				1,934,280

*Construction & Engineering (1.5%)*
Arcosa, Inc.		13,500		932,445
MDU Resources Group, Inc.		2,400		44,664
Valmont Industries, Inc.		4,500		886,095

				1,863,204

*Machinery (22.3%)*
Astec Industries, Inc.		48,000		1,921,920
CNH Industrial NV		31,300		343,674
Commercial Vehicle Group, Inc.*		91,100		634,967
Crane Co.		18,500		1,800,605
Donaldson Co., Inc.		800		46,128
Eastern Co. (The)		26,900		437,125
Enerpac Tool Group Corp., Class A		22,000		622,600
EnPro Industries, Inc.		21,000		2,332,260
Flowserve Corp.		43,000		1,578,960
Gorman-Rupp Co. (The)		11,500		339,825
Graco, Inc.		3,000		223,050
Hyster-Yale Materials Handling, Inc.		40,500		1,620,405
Ingersoll Rand, Inc.		16,000		970,880
ITT, Inc.		12,000		1,120,200
Iveco Group NV*		60,000		504,968
Kennametal, Inc.		19,000		439,090
L B Foster Co., Class A*		42,000		824,040
Manitowoc Co., Inc. (The)*		16,800		215,040
Mueller Industries, Inc.		66,000		2,488,860
Mueller Water Products, Inc., Class A		13,700		169,469
Park-Ohio Holdings Corp.		72,000		1,632,960
Shyft Group, Inc. (The)		4,000		43,920
Snap-on, Inc.		4,500		1,160,730
Tennant Co.		11,500		853,530
Terex Corp.		12,500		572,500
Timken Co. (The)		1,000		69,120
Toro Co. (The)		5,300		428,452
Trinity Industries, Inc.		75,000		1,562,250
Twin Disc, Inc.*		111,000		1,525,140
Watts Water Technologies, Inc., Class A		4,500		778,545

				27,261,213

*Trading Companies & Distributors (3.0%)*
Ashtead Group plc		2,300		131,502
GATX Corp.		12,900		1,349,082
Herc Holdings, Inc.		20,500		2,189,195

				3,669,779

Total Industrials				44,796,752

Information Technology (2.3%)
*Communications Equipment (0.3%)*
Viasat, Inc. (x)*		20,000		368,800

See Notes to Financial Statements.

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023



	Number of Shares		Value (Note 1)

*Electronic Equipment, Instruments & Components (0.8%)*
Crane NXT Co.		6,000	$	312,000
Landis+Gyr Group AG		8,900		657,484

				969,484

*IT Services (0.8%)*
Kyndryl Holdings, Inc.*		68,000		994,840

*Software (0.4%)*
A10 Networks, Inc.		12,000		130,440
NCR Voyix Corp.*		21,000		321,090

				451,530

Total Information Technology				2,784,654

Materials (7.4%)
*Chemicals (4.8%)*
Axalta Coating Systems Ltd.*		23,500		616,405
Core Molding Technologies, Inc.*		72,500		1,854,550
Element Solutions, Inc.		65,900		1,201,357
HB Fuller Co.		9,700		641,655
Huntsman Corp.		10,000		233,300
Scotts Miracle-Gro Co. (The) (x)		29,500		1,310,980

				5,858,247

*Construction Materials (0.0%)†*
Knife River Corp.*		600		30,192

*Containers & Packaging (1.7%)*
Ardagh Metal Packaging SA (x)		35,000		117,950
Greif, Inc., Class A		19,000		1,206,500
Myers Industries, Inc.		42,000		704,340

				2,028,790

*Metals & Mining (0.9%)*
Ampco-Pittsburgh Corp.*		85,000		225,250
Freeport-McMoRan, Inc.		18,500		624,930
Tredegar Corp.		69,000		309,120

				1,159,300

Total Materials				9,076,529

Real Estate (0.8%)
*Hotel & Resort REITs (0.2%)*
Ryman Hospitality Properties, Inc. (REIT)		2,500		214,000

*Real Estate Management & Development (0.6%)*
Seritage Growth Properties (REIT), Class A (x)*		16,000		115,840
St Joe Co. (The)		14,500		676,280

				792,120

Total Real Estate				1,006,120

Utilities (2.8%)
*Gas Utilities (2.0%)*
National Fuel Gas Co.		26,000		1,324,700
Southwest Gas Holdings, Inc.		19,000		1,113,590

				2,438,290


*Independent Power and Renewable Electricity Producers (0.8%)*
AES Corp. (The)		50,000		745,000
NextEra Energy Partners LP		7,000		189,490

				934,490

Total Utilities				3,372,780

Total Common Stocks (94.8%) (Cost $110,029,037)				115,830,127


	Number of Rights		Value (Note 1)
RIGHTS:
Industrials (0.0%)†
*Electrical Equipment (0.0%)†*
Pineapple Energy, Inc., CVR (r)* (Cost $—)		6,250		4,945


	Number of Warrants		Value (Note 1)
WARRANTS:
Energy (0.0%)†
*Energy Equipment & Services (0.0%)†*
Weatherford International plc, expiring 12/13/23*		1,117		2,066

Total Energy				2,066

Health Care (0.0%)†
*Health Care Providers & Services (0.0%)†*
Option Care Health, Inc., expiring 6/30/25*		22		8

Total Health Care				8

Materials (0.0%)†
*Metals & Mining (0.0%)†*
Ampco-Pittsburgh Corp., expiring 8/1/25*		30,000		7,500

Total Materials				7,500

Total Warrants (0.0%)† (Cost $—)				9,574


	Number of Shares		Value (Note 1)
SHORT-TERM INVESTMENTS:
Investment Companies (7.0%)
BlackRock Liquidity FedFund, Institutional Shares 5.24% (7 day yield) (xx)		200,000		200,000
Dreyfus Treasury Obligations Cash Management Fund 5.24% (7 day yield) (xx)		200,000		200,000
Invesco Government & Agency Portfolio, Institutional Shares 5.27% (7 day yield) (xx)		1,633,255		1,633,255
JPMorgan Prime Money Market Fund, IM Shares 5.64% (7 day yield)		6,338,629		6,341,165

See Notes to Financial Statements.

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023



	Number of Shares		Value (Note 1)

Morgan Stanley Institutional Liquidity Fund - Government Portfolio 5.25% (7 day yield) (xx)		200,000	$	200,000

Total Investment Companies				8,574,420

Total Short-Term Investments (7.0%) (Cost $8,574,025)				8,574,420

Total Investments in Securities (101.8%) (Cost $118,603,062)				124,419,066
Other Assets Less Liabilities (-1.8%)				(2,151,239	)

Net Assets (100%)			$	122,267,827

*	Non-income producing.

†	Percent shown is less than 0.05%.

(r)

Fair value determined using significant unobservable inputs.

(x)

All or a portion of security is on loan at October 31, 2023.

(xx)

At October 31, 2023, the Fund had loaned securities with a total value of $3,909,069. This was collateralized by $1,782,231 of various U.S. Government Treasury Securities, ranging from 0.000% – 5.538%, maturing 11/16/23 – 5/15/52 and by cash of $2,233,255 which was subsequently invested in investment companies as detailed in the Notes to the Financial Statements.

Glossary:

ADR

— American Depositary Receipt

CVR

— Contingent Value Right

REIT

— Real Estate Investment Trust

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2023:

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



Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Common Stocks
Communication Services	$	16,550,594	$	452,909	$	—	$	17,003,503
Consumer Discretionary		17,849,654		—		—		17,849,654
Consumer Staples		10,959,671		1,252,054		—		12,211,725
Energy		2,089,070		—		—		2,089,070
Financials		2,349,342		—		—		2,349,342
Health Care		3,289,998		—		—		3,289,998
Industrials		42,226,112		2,570,640		—		44,796,752
Information Technology		2,127,170		657,484		—		2,784,654
Materials		9,076,529		—		—		9,076,529
Real Estate		1,006,120		—		—		1,006,120
Utilities		3,372,780		—		—		3,372,780
Rights
Industrials		—		—		4,945		4,945
Short-Term Investments
Investment Companies		8,574,420		—		—		8,574,420
Warrants
Energy		2,066		—		—		2,066
Health Care		—		8		—		8
Materials		—		7,500		—		7,500

Total Assets	$	119,473,526	$	4,940,595	$	4,945	$	124,419,066

Total Liabilities	$	—	$	—	$	—	$	—

Total	$	119,473,526	$	4,940,595	$	4,945	$	124,419,066

The Fund held no derivatives contracts during the year ended October 31, 2023.

See Notes to Financial Statements.

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023

Investment security transactions for the year ended October 31, 2023 were as follows:


Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	18,221,207
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	16,816,486


Aggregate gross unrealized appreciation	$	19,988,905
Aggregate gross unrealized depreciation		(17,352,211	)

Net unrealized appreciation	$	2,636,694

Federal income tax cost of investments in securities and derivative instruments, if applicable	$	121,782,372

See Notes to Financial Statements.

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2023


ASSETS
Investments in Securities, at value (x) (Cost $118,603,062)	$	124,419,066
Cash		331,000
Foreign cash (Cost $6,784)		6,591
Receivable for securities sold		229,290
Receivable for Fund shares sold		153,118
Dividends, interest and other receivables		57,197
Prepaid registration and filing fees		25,909
Securities lending income receivable		7,406
Other assets		771

Total assets		125,230,348

LIABILITIES
Payable for return of collateral on securities loaned		2,233,255
Payable for securities purchased		452,701
Payable for Fund shares repurchased		108,428
Investment advisory fees payable		40,068
Transfer agent fees payable		24,492
Administrative fees payable		15,918
Distribution fees payable – Class A		1,207
Distribution fees payable – Class R		480
Trustees’ fees payable		190
Distribution fees payable – Class T**		32
Accrued expenses		85,750

Total liabilities		2,962,521

Commitments and contingent liabilities^

NET ASSETS	$	122,267,827

Net assets were comprised of:
Paid in capital	$	114,639,929
Total distributable earnings (loss)		7,627,898

Net assets	$	122,267,827

Class A
Net asset value and redemption price per share, $5,477,805 / 376,792 shares outstanding (unlimited amount authorized: $0.001 par value)	$	14.54
Maximum sales charge (5.50% of offering price)		0.85

Maximum offering price per share	$	15.39

Class I
Net asset value, offering and redemption price per share, $115,537,434 / 7,922,582 shares outstanding (unlimited amount authorized: $0.001 par value)	$	14.58

Class R
Net asset value, offering and redemption price per share, $1,104,111 / 76,729 shares outstanding (unlimited amount authorized: $0.001 par value)	$	14.39

Class T**
Net asset value and redemption price per share, $148,477 / 10,179 shares outstanding (unlimited amount authorized: $0.001 par value)	$	14.59
Maximum sales charge (2.50% of offering price)		0.37

Maximum offering price per share	$	14.96

(x)

Includes value of securities on loan of $3,909,069.

^	See Note 2 in Notes to the Financial Statements.

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

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2023


INVESTMENT INCOME
Dividends (net of $12,921 foreign withholding tax)	$	2,211,964
Interest		14,497
Securities lending (net)		61,190

Total income		2,287,651

EXPENSES
Investment advisory fees		924,774
Transfer agent fees		200,800
Administrative fees		184,956
Professional fees		147,370
Printing and mailing expenses		45,707
Registration and filing fees		41,754
Distribution fees – Class A		14,222
Custodian fees		11,000
Distribution fees – Class R		5,759
Trustees’ fees		3,536
Distribution fees – Class T**		390
Miscellaneous		19,202

Gross expenses		1,599,470
Waiver from investment adviser		(411,133	)
Waiver from distributor		(390	)

Net expenses		1,187,947

NET INVESTMENT INCOME (LOSS)		1,099,704

REALIZED AND UNREALIZED GAIN (LOSS)
Realized gain (loss) on:
Investments in securities		4,096,143
Foreign currency transactions		42,311

Net realized gain (loss)		4,138,454

Change in unrealized appreciation (depreciation) on:
Investments in securities		(972,528	)
Foreign currency translations		144

Net change in unrealized appreciation (depreciation)		(972,384	)

NET REALIZED AND UNREALIZED GAIN (LOSS)		3,166,070

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	4,265,774

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

See Notes to Financial Statements.

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended October 31,
	2023			2022
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	1,099,704		$	929,206
Net realized gain (loss)		4,138,454			2,685,439
Net change in unrealized appreciation (depreciation)		(972,384	)		(23,467,296	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		4,265,774			(19,852,651	)

Distributions to shareholders:
Class A		(115,589	)		(387,779	)
Class I		(2,655,839	)		(9,782,485	)
Class R		(23,110	)		(73,341	)
Class T**		(3,637	)		(11,801	)

Total distributions to shareholders		(2,798,175	)		(10,255,406	)

CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 61,592 and 46,002 shares, respectively ]		961,657			729,775
Capital shares issued in reinvestment of dividends [ 7,696 and 23,486 shares, respectively ]		111,872			376,006
Capital shares repurchased [ (51,328) and (54,051) shares , respectively]		(784,540	)		(829,479	)

Total Class A transactions		288,989			276,302

Class I
Capital shares sold [ 2,069,994 and 3,073,849 shares, respectively ]		31,772,142			47,407,966
Capital shares issued in reinvestment of dividends [ 146,693 and 505,418 shares, respectively ]		2,135,267			8,096,806
Capital shares repurchased [ (1,930,280) and (4,377,065) shares , respectively]		(29,340,104	)		(62,504,731	)

Total Class I transactions		4,567,305			(6,999,959	)

Class R
Capital shares sold [ 20,991 and 13,472 shares, respectively ]		313,247			209,451
Capital shares issued in reinvestment of dividends [ 1,367 and 3,895 shares, respectively ]		19,714			62,009
Capital shares repurchased [ (17,616) and (9,596) shares , respectively]		(264,051	)		(134,914	)

Total Class R transactions		68,910			136,546

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		4,925,204			(6,587,111	)

TOTAL INCREASE (DECREASE) IN NET ASSETS		6,392,803			(36,695,168	)
NET ASSETS:
Beginning of year		115,875,024			152,570,192

End of year	$	122,267,827		$	115,875,024


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

See Notes to Financial Statements.

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

FINANCIAL HIGHLIGHTS


	Year Ended October 31,
Class A	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	14.31		$	17.19		$	11.41		$	12.46		$	12.33

Income (loss) from investment operations:
Net investment income (loss) (e)		0.10			0.06			0.09	(2)		0.04	(1)		0.05
Net realized and unrealized gain (loss)		0.45			(1.82	)		5.73			(0.90	)		0.22

Total from investment operations		0.55			(1.76	)		5.82			(0.86	)		0.27

Less distributions:
Dividends from net investment income		—			(0.26	)		(0.04	)		(0.04	)		(0.02	)
Distributions from net realized gains		(0.32	)		(0.86	)		—			(0.15	)		(0.12	)

Total dividends and distributions		(0.32	)		(1.12	)		(0.04	)		(0.19	)		(0.14	)

Net asset value, end of year	$	14.54		$	14.31		$	17.19		$	11.41		$	12.46

Total return		3.88	%		(10.93	)%		51.10	%		(7.04	)%		2.29	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	5,478		$	5,134		$	5,904		$	3,400		$	3,896
Ratio of expenses to average net assets:
After waivers (f)		1.20	%(j)		1.21	%(k)		1.24	%(o)		1.25	%(o)		1.24	%(o)
Before waivers (f)		1.53	%		1.51	%		1.42	%		1.58	%		1.66	%
Ratio of net investment income (loss) to average net assets:
After waivers (f)		0.66	%		0.42	%		0.55	%(bb)		0.40	%(aa)		0.39	%
Before waivers (f)		0.33	%		0.13	%		0.37	%(bb)		0.07	%(aa)		(0.03	)%
Portfolio turnover rate^		14	%		27	%		35	%		19	%		37	%

	Year Ended October 31,
Class I	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	14.35		$	17.24		$	11.43		$	12.49		$	12.36

Income (loss) from investment operations:
Net investment income (loss) (e)		0.14			0.10			0.13	(2)		0.07	(1)		0.08
Net realized and unrealized gain (loss)		0.44			(1.84	)		5.75			(0.91	)		0.23

Total from investment operations		0.58			(1.74	)		5.88			(0.84	)		0.31

Less distributions:
Dividends from net investment income		(0.03	)		(0.29	)		(0.07	)		(0.07	)		(0.06	)
Distributions from net realized gains		(0.32	)		(0.86	)		—			(0.15	)		(0.12	)

Total dividends and distributions		(0.35	)		(1.15	)		(0.07	)		(0.22	)		(0.18	)

Net asset value, end of year	$	14.58		$	14.35		$	17.24		$	11.43		$	12.49

Total return		4.11	%		(10.74	)%		51.57	%		(6.88	)%		2.57	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	115,537		$	109,572		$	145,394		$	84,537		$	95,601
Ratio of expenses to average net assets:
After waivers (f)		0.95	%(j)		0.96	%(k)		0.99	%(o)		1.00	%(o)		0.99	%(o)
Before waivers (f)		1.28	%		1.25	%		1.17	%		1.33	%		1.41	%
Ratio of net investment income (loss) to average net assets:
After waivers (f)		0.91	%		0.68	%		0.76	%(bb)		0.64	%(aa)		0.64	%
Before waivers (f)		0.57	%		0.40	%		0.59	%(bb)		0.31	%(aa)		0.22	%
Portfolio turnover rate^		14	%		27	%		35	%		19	%		37	%

See Notes to Financial Statements.

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

FINANCIAL HIGHLIGHTS (Continued)


	Year Ended October 31,
Class R	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	14.20		$	17.07		$	11.33		$	12.38		$	12.26

Income (loss) from investment operations:
Net investment income (loss) (e)		0.06			0.03			0.05	(2)		0.02	(1)		0.02
Net realized and unrealized gain (loss)		0.45			(1.82	)		5.70			(0.91	)		0.22

Total from investment operations		0.51			(1.79	)		5.75			(0.89	)		0.24

Less distributions:
Dividends from net investment income		—			(0.22	)		(0.01	)		(0.01	)		—
Distributions from net realized gains		(0.32	)		(0.86	)		—			(0.15	)		(0.12	)

Total dividends and distributions		(0.32	)		(1.08	)		(0.01	)		(0.16	)		(0.12	)

Net asset value, end of year	$	14.39		$	14.20		$	17.07		$	11.33		$	12.38

Total return		3.62	%		(11.17	)%		50.80	%		(7.31	)%		2.02	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	1,104		$	1,022		$	1,096		$	685		$	912
Ratio of expenses to average net assets:
After waivers (f)		1.45	%(j)		1.46	%(k)		1.49	%(o)		1.50	%(o)		1.49	%(o)
Before waivers (f)		1.78	%		1.76	%		1.67	%		1.83	%		1.91	%
Ratio of net investment income (loss) to average net assets:
After waivers (f)		0.41	%		0.17	%		0.28	%(bb)		0.15	%(aa)		0.14	%
Before waivers (f)		0.08	%		(0.12	)%		0.11	%(bb)		(0.19	)%(aa)		(0.28	)%
Portfolio turnover rate^		14	%		27	%		35	%		19	%		37	%

	Year Ended October 31,
Class T**	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	14.35		$	17.24		$	11.43		$	12.49		$	12.36

Income (loss) from investment operations:
Net investment income (loss) (e)		0.14			0.11			0.13	(2)		0.07	(1)		0.08
Net realized and unrealized gain (loss)		0.45			(1.85	)		5.75			(0.91	)		0.23

Total from investment operations		0.59			(1.74	)		5.88			(0.84	)		0.31

Less distributions:
Dividends from net investment income		(0.03	)		(0.29	)		(0.07	)		(0.07	)		(0.06	)
Distributions from net realized gains		(0.32	)		(0.86	)		—			(0.15	)		(0.12	)

Total dividends and distributions		(0.35	)		(1.15	)		(0.07	)		(0.22	)		(0.18	)

Net asset value, end of year	$	14.59		$	14.35		$	17.24		$	11.43		$	12.49

Total return		4.18	%		(10.74	)%		51.57	%		(6.88	)%		2.57	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	148		$	146		$	176		$	116		$	127
Ratio of expenses to average net assets:
After waivers (f)		0.95	%(j)		0.96	%(k)		0.99	%(o)		1.00	%(o)		0.99	%(o)
Before waivers (f)		1.53	%		1.51	%		1.42	%		1.58	%		1.66	%
Ratio of net investment income (loss) to average net assets:
After waivers (f)		0.91	%		0.74	%		0.79	%(bb)		0.64	%(aa)		0.64	%
Before waivers (f)		0.33	%		0.19	%		0.37	%(bb)		0.06	%(aa)		(0.02	)%
Portfolio turnover rate^		14	%		27	%		35	%		19	%		37	%

See Notes to Financial Statements.

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

FINANCIAL HIGHLIGHTS (Continued)

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

(1)

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

(2)

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

^	Portfolio turnover rate excludes derivatives, if any.

(e)

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

(f)

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

(j)

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

(k)

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

(o)

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

(aa)

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

(bb)

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

See Notes to Financial Statements.

1290 HIGH YIELD BOND FUND (Unaudited)

INVESTMENT ADVISER

_Ø

Equitable Investment Management, LLC

INVESTMENT SUB-ADVISER

_Ø

AXA Investment Managers US, Inc.

PERFORMANCE RESULTS

LOGO



Annualized Total Returns as of 10/31/23

		1 Year			5 Years			Since Incept.
Fund – Class A Shares*	without Sales Charge		4.30	%		2.53	%		2.88	%
	with Sales Charge (a)		(0.34	)		1.59			2.36
Fund – Class I Shares*			4.69			2.79			3.15
Fund – Class R Shares*			4.04			2.28			2.63
Fund – Class T Shares*†	without Sales Charge		4.69			2.81			3.15
	with Sales Charge (b)		2.12			2.29			2.86
ICE BofA U.S. High Yield Index			5.90			2.90			3.59

* 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 graph illustrates comparative performance for $10,000 invested in the Class I shares of the 1290 High Yield Bond Fund and the ICE BofA U.S. High Yield Index from 11/12/14 to 10/31/23. The performance of the ICE BofA 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 BofA 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, 2023, the gross expense ratios for Class A, I, R and T shares were 1.43%, 1.18%, 1.67% and 1.43%, respectively. The net expense ratios for Class A, I, R and T shares were 1.00%, 0.75%, 1.25% and 0.75%, respectively. The net expense ratios reflect the Adviser’s decision to contractually limit expenses through April 30, 2024. 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 4.69% for the year ended October 31, 2023. The Fund’s benchmark, the ICE BofA U.S. High Yield Index, returned 5.90% over the same year.

Overview — AXA Investment Managers US, Inc.

What helped performance during the year:

•

From a macro risk positioning perspective, the largest contributor to the Fund’s relative performance was being underweight the better-quality, intermediate duration and long duration segments of the market.

•

Looking at performance by sector, security selection in the media industry was the top contributor to the Fund’s relative performance.

•

From an individual security perspective, Specialty Building Products Holdings LLC 6.375% notes due 2026 was the top contributor to the Fund’s performance.

What hurt performance during the year:

•

Looking at performance by sector, security selection in the telecommunications space was the top detractor from the Fund’s relative performance.

•

From a macro risk positioning perspective, the largest detractor from the Fund’s relative performance was security selection in the highest-yielding segment of the market.

•

From an individual security perspective, Curo Group Holdings Corp. 7.5% notes due 2028 was the worst contributor to the Fund’s performance.

1290 HIGH YIELD BOND FUND (Unaudited)

Portfolio Positioning and Outlook

As of the end of October, the Fund remained well diversified by sector and issuer. The average yield-to-worst (ex-cash) was line with the benchmark level and the duration-to-worst (ex-cash) was just below the benchmark. Our expectations continue to range from a mild recession in the near term to simply a period of below-average growth. Correspondingly, we also still believe that the default rate of the U.S. high-yield bond market is unlikely to increase to a level significantly higher than its long-term average. Based on our outlook for the economy and current valuations, we continue to believe that portions of the U.S. high-yield market may deliver attractive total returns over the next 12 months.



Fund Characteristics As of October 31, 2023
Weighted Average Life (Years)			4.64
Weighted Average Coupon (%)			6.30
Weighted Average Effective Duration (Years)*			3.45
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, 2023	% of Net Assets
Consumer Discretionary		15.7	%
Industrials		14.7
Information Technology		13.6
Investment Companies		11.8
Materials		11.4
Communication Services		10.2
Energy		8.4
Health Care		8.1
Financials		6.5
Consumer Staples		4.7
Real Estate		3.2
Utilities		0.6
Cash and Other		(8.9	)

		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, 2023 and held for the entire six-month period.

Actual Expenses

Hypothetical Example for Comparison Purposes

1290 HIGH YIELD BOND FUND (Unaudited)

EXAMPLE



	Beginning Account Value 5/1/23		Ending Account Value 10/31/23		Expenses Paid During Period* 5/1/23 - 10/31/23
Class A
Actual		$1,000.00		$993.40		$5.02
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.16		5.09
Class I
Actual		1,000.00		994.70		3.77
Hypothetical (5% average annual return before expenses)		1,000.00		1,021.42		3.82
Class R
Actual		1,000.00		992.20		6.28
Hypothetical (5% average annual return before expenses)		1,000.00		1,018.90		6.36
Class T
Actual		1,000.00		994.70		3.77
Hypothetical (5% average annual return before expenses)		1,000.00		1,021.43		3.82

* Expenses are equal to the Fund’s A, I, R and T shares annualized expense ratio of 1.00%, 0.75%, 1.25% and 0.75%, respectively, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

1290 FUNDS

1290 HIGH YIELD BOND FUND

PORTFOLIO OF INVESTMENTS

October 31, 2023



	Principal Amount		Value (Note 1)
LONG-TERM DEBT SECURITIES:
Corporate Bonds (97.1%)
Communication Services (10.2%)
*Diversified Telecommunication Services (3.7%)*
Altice France SA 8.125%, 2/1/27§	$	200,000	$	168,500
CCO Holdings LLC 5.500%, 5/1/26§		187,000		177,650
6.375%, 9/1/29 (x)§		290,000		264,353
4.750%, 3/1/30§		175,000		144,696
4.500%, 5/1/32		426,000		324,782
4.500%, 6/1/33§		452,000		337,305
Level 3 Financing, Inc. 4.250%, 7/1/28§		191,000		107,437
Lumen Technologies, Inc. 5.125%, 12/15/26 (x)§		235,000		108,100
Windstream Escrow LLC 7.750%, 8/15/28 (x)§		219,000		173,582
Zayo Group Holdings, Inc. 4.000%, 3/1/27§		356,000		267,000
6.125%, 3/1/28§		268,000		175,540

				2,248,945

*Entertainment (0.5%)*
Live Nation Entertainment, Inc. 4.875%, 11/1/24§		169,000		165,000
6.500%, 5/15/27§		186,000		180,420

				345,420

*Interactive Media & Services (0.1%)*
Rackspace Technology Global, Inc. 5.375%, 12/1/28§		187,000		54,230

*Media (5.9%)*
CSC Holdings LLC 11.250%, 5/15/28§		200,000		190,500
5.750%, 1/15/30§		200,000		104,250
Gray Television, Inc. 4.750%, 10/15/30 (x)§		314,000		201,588
McGraw-Hill Education, Inc. 8.000%, 8/1/29§		339,000		278,505
Nexstar Media, Inc. 5.625%, 7/15/27§		351,000		314,040
Outfront Media Capital LLC 5.000%, 8/15/27§		362,000		320,370
Sinclair Television Group, Inc. 5.500%, 3/1/30§		161,000		85,330
Sirius XM Radio, Inc. 3.125%, 9/1/26§		304,000		272,618
3.875%, 9/1/31§		423,000		316,986
Stagwell Global LLC 5.625%, 8/15/29 (x)§		315,000		259,132
TEGNA, Inc. 4.750%, 3/15/26§		253,000		236,853
5.000%, 9/15/29 (x)		174,000		145,725
Univision Communications, Inc. 7.375%, 6/30/30§		250,000		220,000
Videotron Ltd. 3.625%, 6/15/29§		195,000		163,936
VZ Secured Financing BV 5.000%, 1/15/32§		270,000		203,961
Ziggo Bond Co. BV 6.000%, 1/15/27§		350,000		318,801

				3,632,595

Total Communication Services				6,281,190

Consumer Discretionary (15.7%)
*Automobile Components (0.4%)*
Clarios Global LP 6.750%, 5/15/28§		231,000		222,915

*Automobiles (0.4%)*
Ford Motor Co. 6.625%, 10/1/28		271,000		266,263

*Broadline Retail (1.1%)*
Getty Images, Inc. 9.750%, 3/1/27§		668,000		656,495

*Distributors (1.0%)*
Ritchie Bros Holdings, Inc. 7.750%, 3/15/31§		261,000		261,979
Windsor Holdings III LLC 8.500%, 6/15/30 (x)§		370,000		357,975

				619,954

*Diversified Consumer Services (0.3%)*
GEMS MENASA Cayman Ltd. 7.125%, 7/31/26§		200,000		191,500

*Hotels, Restaurants & Leisure (8.8%)*
1011778 BC ULC 5.750%, 4/15/25§		164,000		161,950
3.875%, 1/15/28§		96,000		85,440
Caesars Entertainment, Inc. 6.250%, 7/1/25§		372,000		365,025
4.625%, 10/15/29 (x)§		164,000		134,275
7.000%, 2/15/30§		112,000		107,380
Carnival Corp. 6.000%, 5/1/29 (x)§		405,000		342,225
7.000%, 8/15/29§		84,000		82,320
CDI Escrow Issuer, Inc. 5.750%, 4/1/30§		347,000		309,659
CEC Entertainment LLC 6.750%, 5/1/26§		211,000		198,340
Churchill Downs, Inc. 5.500%, 4/1/27§		175,000		164,062
Dave & Buster’s, Inc. 7.625%, 11/1/25§		319,000		315,810
Hilton Domestic Operating Co., Inc. 5.750%, 5/1/28§		267,000		255,276
3.625%, 2/15/32§		228,000		180,804
Life Time, Inc. 5.750%, 1/15/26§		370,000		357,513
MajorDrive Holdings IV LLC 6.375%, 6/1/29§		232,000		179,220
NCL Corp. Ltd. 8.375%, 2/1/28§		218,000		216,092
Ontario Gaming GTA LP 8.000%, 8/1/30§		203,000		197,418
Royal Caribbean Cruises Ltd. 5.375%, 7/15/27§		286,000		262,762
11.625%, 8/15/27§		156,000		169,240
7.250%, 1/15/30§		134,000		131,990

See Notes to Financial Statements.

1290 FUNDS

1290 HIGH YIELD BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023



	Principal Amount		Value (Note 1)
Scientific Games Holdings LP 6.625%, 3/1/30§	$	219,000	$	188,340
Six Flags Entertainment Corp. 7.250%, 5/15/31§		190,000		173,612
Station Casinos LLC 4.500%, 2/15/28 (x)§		303,000		260,835
4.625%, 12/1/31 (x)§		214,000		168,576
Wyndham Hotels & Resorts, Inc. 4.375%, 8/15/28§		203,000		177,879
Yum! Brands, Inc. 5.375%, 4/1/32		226,000		201,875

				5,387,918

*Household Durables (0.7%)*
CD&R Smokey Buyer, Inc. 6.750%, 7/15/25§		266,000		252,700
Newell Brands, Inc. 6.625%, 9/15/29		185,000		169,737

				422,437

*Specialty Retail (2.4%)*
Asbury Automotive Group, Inc. 5.000%, 2/15/32§		186,000		150,885
LBM Acquisition LLC 6.250%, 1/15/29§		256,000		202,240
LCM Investments Holdings II LLC 4.875%, 5/1/29§		218,000		182,030
Sonic Automotive, Inc. 4.875%, 11/15/31 (x)§		245,000		195,234
Specialty Building Products Holdings LLC 6.375%, 9/30/26§		368,000		343,160
SRS Distribution, Inc. 6.000%, 12/1/29§		209,000		173,993
White Cap Buyer LLC 6.875%, 10/15/28§		271,000		235,716

				1,483,258

*Textiles, Apparel & Luxury Goods (0.6%)*
Crocs, Inc. 4.125%, 8/15/31§		228,000		173,280
Hanesbrands, Inc. 9.000%, 2/15/31§		224,000		208,320

				381,600

Total Consumer Discretionary				9,632,340

Consumer Staples (4.7%)
*Beverages (0.3%)*
Primo Water Holdings, Inc. 4.375%, 4/30/29 (x)§		222,000		186,875

*Consumer Staples Distribution & Retail (1.3%)*
Performance Food Group, Inc. 6.875%, 5/1/25§		193,000		191,794
United Natural Foods, Inc. 6.750%, 10/15/28 (x)§		274,000		214,405
US Foods, Inc. 4.625%, 6/1/30§		318,000		271,095
7.250%, 1/15/32§		145,000		142,100

				819,394

*Food Products (1.5%)*
Post Holdings, Inc. 5.750%, 3/1/27§		118,000		111,805
4.625%, 4/15/30§		124,000		103,540
4.500%, 9/15/31§		289,000		233,729
Sigma Holdco BV 7.875%, 5/15/26§		200,000		166,750
Simmons Foods, Inc. 4.625%, 3/1/29§		365,000		296,562

				912,386

*Household Products (0.9%)*
Energizer Holdings, Inc. 4.750%, 6/15/28 (x)§		272,000		232,560
Kronos Acquisition Holdings, Inc. 7.000%, 12/31/27§		261,000		221,850
Spectrum Brands, Inc. 5.500%, 7/15/30§		21,000		18,900
3.875%, 3/15/31 (x)§		88,000		70,510

				543,820

*Personal Care Products (0.7%)*
Herbalife Nutrition Ltd. 7.875%, 9/1/25§		198,000		185,772
Prestige Brands, Inc. 3.750%, 4/1/31§		308,000		243,705

				429,477

Total Consumer Staples				2,891,952

Energy (8.4%)
*Energy Equipment & Services (0.4%)*
Transocean, Inc. 8.750%, 2/15/30§		220,400		219,023

*Oil, Gas & Consumable Fuels (8.0%)*
Aethon United BR LP 8.250%, 2/15/26§		238,000		235,620
Antero Resources Corp. 7.625%, 2/1/29§		120,000		121,386
Ascent Resources Utica Holdings LLC 7.000%, 11/1/26§		234,000		225,225
Blue Racer Midstream LLC 7.625%, 12/15/25§		118,000		117,791
6.625%, 7/15/26§		230,000		224,250
Callon Petroleum Co. 7.500%, 6/15/30§		128,000		123,840
Crescent Energy Finance LLC 7.250%, 5/1/26§		291,000		280,451
Crestwood Midstream Partners LP 5.625%, 5/1/27§		170,000		162,633
6.000%, 2/1/29§		369,000		355,624
CrownRock LP 5.625%, 10/15/25 (x)§		293,000		288,239
Delek Logistics Partners LP 6.750%, 5/15/25		319,000		312,620
Encino Acquisition Partners Holdings LLC 8.500%, 5/1/28§		205,000		199,067
Genesis Energy LP 8.000%, 1/15/27		297,000		285,120
7.750%, 2/1/28		382,000		359,080
Holly Energy Partners LP 5.000%, 2/1/28§		181,000		167,052

See Notes to Financial Statements.

1290 FUNDS

1290 HIGH YIELD BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023



	Principal Amount		Value (Note 1)
Kinetik Holdings LP 5.875%, 6/15/30§	$	313,000	$	286,724
NuStar Logistics LP 5.750%, 10/1/25		186,000		179,840
6.000%, 6/1/26		175,000		168,770
Permian Resources Operating LLC 5.875%, 7/1/29§		151,000		140,430
Summit Midstream Holdings LLC 9.000%, 10/15/26 (e)§		360,000		345,600
Sunoco LP 4.500%, 4/30/30		428,000		364,904

				4,944,266

Total Energy				5,163,289

Financials (6.5%)
*Capital Markets (0.3%)*
Aretec Escrow Issuer 2, Inc. 10.000%, 8/15/30§		110,000		111,409
Aretec Escrow Issuer, Inc. 7.500%, 4/1/29§		111,000		94,073

				205,482

*Consumer Finance (2.2%)*
Bread Financial Holdings, Inc. 4.750%, 12/15/24§		160,000		155,200
7.000%, 1/15/26§		167,000		152,596
Ford Motor Credit Co. LLC 2.300%, 2/10/25		200,000		188,214
6.950%, 6/10/26		200,000		200,544
4.950%, 5/28/27		200,000		187,578
7.350%, 3/6/30		200,000		201,000
GGAM Finance Ltd. 8.000%, 6/15/28 (x)§		260,000		255,760

				1,340,892

*Financial Services (2.8%)*
Armor Holdco, Inc. 8.500%, 11/15/29§		145,000		126,163
Freedom Mortgage Corp. 6.625%, 1/15/27§		242,000		209,245
12.000%, 10/1/28 (x)§		186,000		186,000
PHH Mortgage Corp. 7.875%, 3/15/26§		156,000		134,550
Rocket Mortgage LLC 2.875%, 10/15/26§		129,000		111,908
Shift4 Payments LLC 4.625%, 11/1/26§		335,000		309,456
Verscend Escrow Corp. 9.750%, 8/15/26 (x)§		631,000		626,268

				1,703,590

*Insurance (1.2%)*
Alliant Holdings Intermediate LLC 6.750%, 10/15/27§		196,000		178,360
BroadStreet Partners, Inc. 5.875%, 4/15/29§		236,000		205,197
HUB International Ltd. 7.000%, 5/1/26§		352,000		342,091

				725,648

Total Financials				3,975,612

Health Care (8.1%)
*Biotechnology (0.3%)*
Grifols SA 4.750%, 10/15/28 (x)§		200,000		167,500

*Health Care Equipment & Supplies (1.5%)*
Garden Spinco Corp. 8.625%, 7/20/30§		275,000		283,737
Medline Borrower LP 3.875%, 4/1/29§		296,000		249,380
5.250%, 10/1/29§		300,000		254,625
Varex Imaging Corp. 7.875%, 10/15/27§		152,000		149,530

				937,272

*Health Care Providers & Services (3.0%)*
AdaptHealth LLC 6.125%, 8/1/28§		247,000		203,775
5.125%, 3/1/30§		229,000		173,467
HealthEquity, Inc. 4.500%, 10/1/29§		352,000		300,858
Heartland Dental LLC 10.500%, 4/30/28§		265,000		254,037
Star Parent, Inc. 9.000%, 10/1/30 (x)§		153,000		151,088
Tenet Healthcare Corp. 4.875%, 1/1/26		348,000		333,944
6.125%, 6/15/30		184,000		170,200
US Acute Care Solutions LLC 6.375%, 3/1/26§		299,000		253,402

				1,840,771

*Health Care Technology (1.0%)*
IQVIA, Inc. 5.000%, 10/15/26§		200,000		190,000
5.000%, 5/15/27§		260,000		243,230
5.700%, 5/15/28§		200,000		191,267

				624,497

*Life Sciences Tools & Services (0.2%)*
Fortrea Holdings, Inc. 7.500%, 7/1/30 (x)§		134,000		128,975

*Pharmaceuticals (2.1%)*
Bausch Health Cos., Inc. 5.500%, 11/1/25§		288,000		248,400
11.000%, 9/30/28§		188,000		114,680
Catalent Pharma Solutions, Inc. 5.000%, 7/15/27§		262,000		233,180
3.500%, 4/1/30 (x)§		245,000		191,598
Cheplapharm Arzneimittel GmbH 5.500%, 1/15/28§		400,000		354,000
Organon & Co. 5.125%, 4/30/31§		200,000		155,700

				1,297,558

Total Health Care				4,996,573

Industrials (14.7%)
*Aerospace & Defense (0.3%)*
Rolls-Royce plc 5.750%, 10/15/27§		200,000		189,050

See Notes to Financial Statements.

1290 FUNDS

1290 HIGH YIELD BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023



	Principal Amount		Value (Note 1)
*Air Freight & Logistics (0.3%)*
Forward Air Corp. 9.500%, 10/15/31§	$	163,000	$	158,925

*Building Products (1.9%)*
Advanced Drainage Systems, Inc. 6.375%, 6/15/30§		120,000		112,800
AmeriTex HoldCo Intermediate LLC 10.250%, 10/15/28 (x)§		213,000		201,285
Camelot Return Merger Sub, Inc. 8.750%, 8/1/28 (x)§		116,000		108,170
CP Atlas Buyer, Inc. 7.000%, 12/1/28§		152,000		115,407
Emerald Debt Merger Sub LLC 6.625%, 12/15/30§		333,000		315,934
New Enterprise Stone & Lime Co., Inc. 5.250%, 7/15/28§		188,000		166,615
Standard Industries, Inc. 4.375%, 7/15/30§		209,000		170,398

				1,190,609

*Commercial Services & Supplies (6.4%)*
ACCO Brands Corp. 4.250%, 3/15/29 (x)§		244,000		201,605
ADT Security Corp. (The) 4.875%, 7/15/32§		218,000		182,030
Allied Universal Holdco LLC 6.625%, 7/15/26§		404,000		377,134
9.750%, 7/15/27§		434,000		376,790
6.000%, 6/1/29§		248,000		179,924
Aramark Services, Inc. 5.000%, 4/1/25§		259,000		252,525
Garda World Security Corp. 9.500%, 11/1/27 (x)§		530,000		480,104
6.000%, 6/1/29 (x)§		299,000		227,300
GFL Environmental, Inc. 5.125%, 12/15/26§		220,000		207,702
Madison IAQ LLC 5.875%, 6/30/29 (x)§		182,000		141,050
Matthews International Corp. 5.250%, 12/1/25§		645,000		615,169
Neptune Bidco US, Inc. 9.290%, 4/15/29§		280,000		246,176
OPENLANE, Inc. 5.125%, 6/1/25§		61,000		58,865
Williams Scotsman, Inc. 6.125%, 6/15/25§		116,000		113,680
7.375%, 10/1/31§		267,000		261,660

				3,921,714

*Construction & Engineering (1.0%)*
Brand Industrial Services, Inc. 10.375%, 8/1/30§		50,000		49,562
Dycom Industries, Inc. 4.500%, 4/15/29 (x)§		218,000		187,650
Pike Corp. 5.500%, 9/1/28§		295,000		250,750
Weekley Homes LLC 4.875%, 9/15/28§		172,000		147,275

				635,237

*Ground Transportation (2.3%)*
EquipmentShare.com, Inc. 9.000%, 5/15/28 (x)§		200,000		187,750
NESCO Holdings II, Inc. 5.500%, 4/15/29§		417,000		357,578
Watco Cos. LLC 6.500%, 6/15/27§		503,000		470,305
XPO Escrow Sub LLC 7.500%, 11/15/27§		198,000		197,528
XPO, Inc. 7.125%, 6/1/31§		230,000		223,675

				1,436,836

*Machinery (0.8%)*
ATS Corp. 4.125%, 12/15/28§		217,000		185,264
Chart Industries, Inc. 7.500%, 1/1/30§		291,000		285,907

				471,171

*Professional Services (0.9%)*
Dun & Bradstreet Corp. (The) 5.000%, 12/15/29 (x)§		244,000		209,230
Science Applications International Corp. 4.875%, 4/1/28§		178,000		157,975
VT Topco, Inc. 8.500%, 8/15/30§		172,000		166,840

				534,045

*Trading Companies & Distributors (0.8%)*
Beacon Roofing Supply, Inc. 6.500%, 8/1/30§		162,000		153,552
WESCO Distribution, Inc. 7.250%, 6/15/28 (x)§		326,000		323,245

				476,797

Total Industrials				9,014,384

Information Technology (13.6%)
*Communications Equipment (1.2%)*
CommScope Technologies LLC 6.000%, 6/15/25§		150,000		94,875
CommScope, Inc. 6.000%, 3/1/26 (x)§		330,000		277,200
8.250%, 3/1/27 (x)§		242,000		100,733
4.750%, 9/1/29§		361,000		241,870

				714,678

*Electronic Equipment, Instruments & Components (0.3%)*
Likewize Corp. 9.750%, 10/15/25§		194,000		191,575

*IT Services (1.9%)*
Ahead DB Holdings LLC 6.625%, 5/1/28§		202,000		165,226
ION Trading Technologies Sarl 5.750%, 5/15/28 (x)§		400,000		332,000
Northwest Fiber LLC 6.000%, 2/15/28§		258,000		210,270
Presidio Holdings, Inc. 8.250%, 2/1/28§		190,000		179,787

See Notes to Financial Statements.

1290 FUNDS

1290 HIGH YIELD BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023



	Principal Amount		Value (Note 1)
Unisys Corp. 6.875%, 11/1/27§	$	348,000	$	255,432

				1,142,715

*Software (9.8%)*
ACI Worldwide, Inc. 5.750%, 8/15/26§		437,000		416,592
Alteryx, Inc. 8.750%, 3/15/28§		252,000		247,590
AthenaHealth Group, Inc. 6.500%, 2/15/30 (x)§		372,000		303,180
Boxer Parent Co., Inc. 7.125%, 10/2/25 (x)§		305,000		300,044
Camelot Finance SA 4.500%, 11/1/26§		296,000		273,301
Capstone Borrower, Inc. 8.000%, 6/15/30 (x)§		131,000		127,070
Central Parent LLC 8.000%, 6/15/29§		143,000		141,213
Central Parent, Inc. 7.250%, 6/15/29§		164,000		157,440
Clarivate Science Holdings Corp. 4.875%, 7/1/29§		442,000		371,832
Cloud Software Group, Inc. 6.500%, 3/31/29§		163,000		142,584
9.000%, 9/30/29§		352,000		300,080
Gen Digital, Inc. 5.000%, 4/15/25§		328,000		316,599
7.125%, 9/30/30 (x)§		251,000		243,407
Helios Software Holdings, Inc. 4.625%, 5/1/28§		200,000		168,000
McAfee Corp. 7.375%, 2/15/30§		312,000		249,600
NCR Voyix Corp. 5.000%, 10/1/28§		245,000		211,675
5.125%, 4/15/29 (x)§		344,000		294,808
Open Text Corp. 6.900%, 12/1/27§		160,000		158,800
Open Text Holdings, Inc. 4.125%, 12/1/31§		402,000		314,063
Rocket Software, Inc. 6.500%, 2/15/29§		326,000		264,914
SS&C Technologies, Inc. 5.500%, 9/30/27§		536,000		502,060
ZoomInfo Technologies LLC 3.875%, 2/1/29§		638,000		526,350

				6,031,202

*Technology Hardware, Storage & Peripherals (0.4%)*
NCR Atleos Escrow Corp. 9.500%, 4/1/29§		247,000		242,117

Total Information Technology				8,322,287

Materials (11.4%)
*Chemicals (5.2%)*
Avient Corp. 7.125%, 8/1/30§		248,000		238,080
Axalta Coating Systems LLC 4.750%, 6/15/27§		178,000		163,093
HB Fuller Co. 4.250%, 10/15/28		218,000		188,302
Illuminate Buyer LLC 9.000%, 7/1/28§		590,000		547,962
INEOS Quattro Finance 2 plc 3.375%, 1/15/26§		200,000		191,000
LSF11 A5 HoldCo LLC 6.625%, 10/15/29§		233,000		188,853
Minerals Technologies, Inc. 5.000%, 7/1/28§		320,000		280,000
NOVA Chemicals Corp. 4.875%, 6/1/24§		144,000		140,940
Nufarm Australia Ltd. 5.000%, 1/27/30§		360,000		313,200
Olin Corp. 5.625%, 8/1/29 (x)		214,000		194,205
Olympus Water US Holding Corp. 4.250%, 10/1/28§		343,000		273,114
6.250%, 10/1/29§		200,000		149,500
WR Grace Holdings LLC 5.625%, 8/15/29§		416,000		322,358

				3,190,607

*Containers & Packaging (5.9%)*
ARD Finance SA 6.500%, 6/30/27 PIK§		400,000		232,000
Ardagh Metal Packaging Finance USA LLC 4.000%, 9/1/29 (x)§		400,000		301,092
Ardagh Packaging Finance plc 4.125%, 8/15/26§		200,000		176,520
Clydesdale Acquisition Holdings, Inc. 8.750%, 4/15/30§		319,000		253,446
Crown Americas LLC 5.250%, 4/1/30 (x)		163,000		146,768
Intelligent Packaging Ltd. Finco, Inc. 6.000%, 9/15/28§		248,000		205,840
LABL, Inc. 6.750%, 7/15/26§		219,000		200,659
10.500%, 7/15/27§		438,000		377,775
5.875%, 11/1/28 (x)§		158,000		133,905
Mauser Packaging Solutions Holding Co. 7.875%, 8/15/26§		210,000		197,883
9.250%, 4/15/27 (x)§		670,000		557,775
Owens-Brockway Glass Container, Inc. 6.625%, 5/13/27 (x)§		210,000		198,975
7.250%, 5/15/31 (x)§		206,000		188,233
Sealed Air Corp. 6.125%, 2/1/28 (x)§		103,000		98,107
Trivium Packaging Finance BV 5.500%, 8/15/26 (e)§		400,000		361,840

				3,630,818

*Metals & Mining (0.3%)*
Kaiser Aluminum Corp. 4.500%, 6/1/31§		212,000		156,880

Total Materials				6,978,305

Real Estate (3.2%)
*Diversified REITs (0.3%)*
VICI Properties LP (REIT) 4.625%, 6/15/25§		192,000		183,554

See Notes to Financial Statements.

1290 FUNDS

1290 HIGH YIELD BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023



	Principal Amount		Value (Note 1)
*Hotel & Resort REITs (1.2%)*
Park Intermediate Holdings LLC (REIT) 5.875%, 10/1/28§	$	204,000	$	182,490
4.875%, 5/15/29§		304,000		253,840
XHR LP (REIT) 6.375%, 8/15/25 (x)§		214,000		208,650
4.875%, 6/1/29§		125,000		105,938

				750,918

*Real Estate Management & Development (1.3%)*
Cushman & Wakefield US Borrower LLC 6.750%, 5/15/28§		280,000		254,450
Greystar Real Estate Partners LLC 7.750%, 9/1/30§		291,000		285,908
Howard Hughes Corp. (The) 4.375%, 2/1/31§		291,000		221,887

				762,245

*Specialized REITs (0.4%)*
Iron Mountain, Inc. (REIT) 5.000%, 7/15/28§		300,000		268,500

Total Real Estate				1,965,217

Utilities (0.6%)
*Water Utilities (0.6%)*
Solaris Midstream Holdings LLC 7.625%, 4/1/26§		384,000		365,023

Total Utilities				365,023

Total Corporate Bonds				59,586,172

Total Long-Term Debt Securities (97.1%) (Cost $65,557,672)				59,586,172


	Number of Shares		Value (Note 1)
SHORT-TERM INVESTMENTS:
Investment Companies (11.8%)
BlackRock Liquidity FedFund, Institutional Shares 5.24% (7 day yield) (xx)		1,000,000		1,000,000
Dreyfus Treasury Obligations Cash Management Fund 5.24% (7 day yield) (xx)		700,000		700,000
Invesco Government & Agency Portfolio, Institutional Shares 5.27% (7 day yield) (xx)		4,550,753		4,550,753
Morgan Stanley Institutional Liquidity Fund – Government Portfolio 5.25% (7 day yield) (xx)		1,000,000		1,000,000

Total Investment Companies				7,250,753

Total Short-Term Investments (11.8%) (Cost $7,250,753)				7,250,753

Total Investments in Securities (108.9%) (Cost $72,808,425)				66,836,925
Other Assets Less Liabilities (-8.9%)				(5,448,691	)

Net Assets (100%)			$	61,388,234

§	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, 2023, the market value of these securities amounted to $54,996,701 or 89.6% of net assets.

(e)

Step Bond - Coupon rate increases or decreases in increments to maturity. Rate disclosed is as of October 31, 2023. Maturity date disclosed is the ultimate maturity date.

(x)

All or a portion of security is on loan at October 31, 2023.

(xx)

At October 31, 2023, the Fund had loaned securities with a total value of $7,110,406. This was collateralized by $56,396 of various U.S. Government Treasury Securities, ranging from 0.000% - 6.625%, maturing 11/16/23 - 11/15/52 and by cash of $7,250,753 which was subsequently invested in investment companies as detailed in the Notes to the Financial Statements.

Glossary:

PIK

— Payment-in Kind Security

REIT

— Real Estate Investment Trust

See Notes to Financial Statements.

1290 FUNDS

1290 HIGH YIELD BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2023:

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



Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Corporate Bonds
Communication Services	$	—	$	6,281,190	$	—	$	6,281,190
Consumer Discretionary		—		9,632,340		—		9,632,340
Consumer Staples		—		2,891,952		—		2,891,952
Energy		—		5,163,289		—		5,163,289
Financials		—		3,975,612		—		3,975,612
Health Care		—		4,996,573		—		4,996,573
Industrials		—		9,014,384		—		9,014,384
Information Technology		—		8,322,287		—		8,322,287
Materials		—		6,978,305		—		6,978,305
Real Estate		—		1,965,217		—		1,965,217
Utilities		—		365,023		—		365,023
Short-Term Investments
Investment Companies		7,250,753		—		—		7,250,753

Total Assets	$	7,250,753	$	59,586,172	$	—	$	66,836,925

Total Liabilities	$	—	$	—	$	—	$	—

Total	$	7,250,753	$	59,586,172	$	—	$	66,836,925

The Fund held no derivatives contracts during the year ended October 31, 2023.

Investment security transactions for the year ended October 31, 2023 were as follows:


Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	26,890,884
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	20,031,365


Aggregate gross unrealized appreciation	$	300,640
Aggregate gross unrealized depreciation		(7,064,130	)

Net unrealized depreciation	$	(6,763,490	)

Federal income tax cost of investments in securities and derivative instruments, if applicable	$	73,600,415

See Notes to Financial Statements.

1290 FUNDS

1290 HIGH YIELD BOND FUND

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2023


ASSETS
Investments in Securities, at value (x) (Cost $72,808,425)	$	66,836,925
Cash		547,753
Dividends, interest and other receivables		1,118,920
Receivable for securities sold		405,780
Receivable for Fund shares sold		29,574
Prepaid registration and filing fees		22,639
Securities lending income receivable		3,517
Other assets		340

Total assets		68,965,448

LIABILITIES
Payable for return of collateral on securities loaned		7,250,753
Payable for securities purchased		110,000
Payable for Fund shares repurchased		80,223
Dividends and distributions payable		33,259
Transfer agent fees payable		11,134
Administrative fees payable		4,327
Distribution fees payable – Class A		391
Distribution fees payable – Class R		162
Trustees’ fees payable		72
Distribution fees payable – Class T**		24
Accrued expenses		86,869

Total liabilities		7,577,214

Commitments and contingent liabilities^

NET ASSETS	$	61,388,234

Net assets were comprised of:
Paid in capital	$	74,657,194
Total distributable earnings (loss)		(13,268,960	)

Net assets	$	61,388,234

Class A
Net asset value and redemption price per share, $1,819,438 / 232,939 shares outstanding (unlimited amount authorized: $0.001 par value)	$	7.81
Maximum sales charge (4.50% of offering price)		0.37

Maximum offering price per share	$	8.18

Class I
Net asset value, offering and redemption price per share, $59,090,728 / 7,559,398 shares outstanding (unlimited amount authorized: $0.001 par value)	$	7.82

Class R
Net asset value, offering and redemption price per share, $367,154 / 47,030 shares outstanding (unlimited amount authorized: $0.001 par value)	$	7.81

Class T**
Net asset value and redemption price per share, $110,914 / 14,192 shares outstanding (unlimited amount authorized: $0.001 par value)	$	7.82
Maximum sales charge (2.50% of offering price)		0.20

Maximum offering price per share	$	8.02

(x)

Includes value of securities on loan of $7,110,406.

^	See Note 2 in Notes to the Financial Statements.

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

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2023


INVESTMENT INCOME
Interest	$	3,972,197
Dividends		40,453
Securities lending (net)		35,962

Total income		4,048,612

EXPENSES
Investment advisory fees		355,167
Professional fees		120,638
Administrative fees		88,791
Transfer agent fees		80,100
Registration and filing fees		39,009
Printing and mailing expenses		31,492
Custodian fees		10,900
Distribution fees – Class A		4,876
Distribution fees – Class R		1,762
Trustees’ fees		1,691
Distribution fees – Class T**		286
Miscellaneous		16,080

Gross expenses		750,792
Waiver from investment adviser		(299,929	)
Waiver from distributor		(286	)

Net expenses		450,577

NET INVESTMENT INCOME (LOSS)		3,598,035

REALIZED AND UNREALIZED GAIN (LOSS)
Realized gain (loss) on:
Net realized gain (loss) on investments in securities		(2,469,007	)

Net change in unrealized appreciation (depreciation) on investments in securities		1,457,603

NET REALIZED AND UNREALIZED GAIN (LOSS)		(1,011,404	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	2,586,631

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

See Notes to Financial Statements.

1290 FUNDS

1290 HIGH YIELD BOND FUND

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended October 31,
	2023			2022
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	3,598,035		$	3,167,270
Net realized gain (loss)		(2,469,007	)		(1,392,297	)
Net change in unrealized appreciation (depreciation)		1,457,603			(8,653,409	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		2,586,631			(6,878,436	)

Distributions to shareholders:
Class A		(115,750	)		(93,582	)
Class I		(3,515,387	)		(3,116,946	)
Class R		(20,122	)		(24,103	)
Class T**		(7,073	)		(6,029	)

Total distributions to shareholders		(3,658,332	)		(3,240,660	)

Tax return of capital:
Class A		(1,006	)		(3,520	)
Class I		(30,566	)		(117,255	)
Class R		(175	)		(907	)
Class T**		(62	)		(227	)

Total tax return of capital		(31,809	)		(121,909	)

CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 37,137 and 31,851 shares, respectively ]		302,809			278,951
Capital shares issued in reinvestment of dividends [ 12,500 and 10,296 shares, respectively ]		100,543			87,004
Capital shares repurchased [ (48,706) and (42,273) shares , respectively]		(391,667	)		(367,373	)

Total Class A transactions		11,685			(1,418	)

Class I
Capital shares sold [ 3,843,263 and 3,722,474 shares, respectively ]		30,919,225			32,049,122
Capital shares issued in reinvestment of dividends [ 397,864 and 269,055 shares, respectively ]		3,202,134			2,268,148
Capital shares repurchased [ (3,447,821) and (4,415,555) shares , respectively]		(27,793,519	)		(37,127,471	)

Total Class I transactions		6,327,840			(2,810,201	)

Class R
Capital shares sold [ 16,648 and 11,772 shares, respectively ]		133,797			103,048
Capital shares issued in reinvestment of dividends [ 1,284 and 1,916 shares, respectively ]		10,316			16,423
Capital shares repurchased [ (18,057) and (43,232) shares , respectively]		(144,395	)		(371,473	)

Total Class R transactions		(282	)		(252,002	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		6,339,243			(3,063,621	)

TOTAL INCREASE (DECREASE) IN NET ASSETS		5,235,733			(13,304,626	)
NET ASSETS:
Beginning of year		56,152,501			69,457,127

End of year	$	61,388,234		$	56,152,501

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

See Notes to Financial Statements.

1290 FUNDS

1290 HIGH YIELD BOND FUND

FINANCIAL HIGHLIGHTS


	Year Ended October 31,
Class A	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	7.95		$	9.24		$	9.01		$	9.06		$	8.93

Income (loss) from investment operations:
Net investment income (loss) (e)		0.47			0.40			0.39			0.44			0.47
Net realized and unrealized gain (loss)		(0.13	)		(1.27	)		0.26			(0.03	)		0.14

Total from investment operations		0.34			(0.87	)		0.65			0.41			0.61

Less distributions:
Dividends from net investment income		(0.48	)		(0.40	)		(0.42	)		(0.46	)		(0.47	)
Return of capital		—	#		(0.02	)		—	#		—			(0.01	)

Total dividends and distributions		(0.48	)		(0.42	)		(0.42	)		(0.46	)		(0.48	)

Net asset value, end of year	$	7.81		$	7.95		$	9.24		$	9.01		$	9.06

Total return		4.30	%		(9.60	)%		7.27	%		4.72	%		6.97	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	1,819		$	1,844		$	2,145		$	2,115		$	1,623
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%
Before waivers and reimbursements (f)		1.50	%		1.43	%		1.44	%		1.68	%		1.79	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (f)		5.83	%		4.61	%		4.24	%		4.97	%		5.27	%
Before waivers and reimbursements (f)		5.33	%		4.18	%		3.80	%		4.29	%		4.48	%
Portfolio turnover rate^		35	%		43	%		39	%		59	%		54	%

	Year Ended October 31,
Class I	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	7.95		$	9.25		$	9.01		$	9.06		$	8.94

Income (loss) from investment operations:
Net investment income (loss) (e)		0.49			0.42			0.42			0.47			0.50
Net realized and unrealized gain (loss)		(0.12	)		(1.28	)		0.26			(0.04	)		0.12

Total from investment operations		0.37			(0.86	)		0.68			0.43			0.62

Less distributions:
Dividends from net investment income		(0.50	)		(0.42	)		(0.44	)		(0.48	)		(0.49	)
Return of capital		—	#		(0.02	)		—	#		—			(0.01	)

Total dividends and distributions		(0.50	)		(0.44	)		(0.44	)		(0.48	)		(0.50	)

Net asset value, end of year	$	7.82		$	7.95		$	9.25		$	9.01		$	9.06

Total return		4.69	%		(9.47	)%		7.65	%		4.98	%		7.12	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	59,091		$	53,821		$	66,473		$	42,159		$	35,453
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.75	%		0.75	%		0.75	%		0.75	%		0.75	%
Before waivers and reimbursements (f)		1.26	%		1.18	%		1.18	%		1.43	%		1.53	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (f)		6.09	%		4.84	%		4.47	%		5.22	%		5.50	%
Before waivers and reimbursements (f)		5.58	%		4.42	%		4.04	%		4.54	%		4.71	%
Portfolio turnover rate^		35	%		43	%		39	%		59	%		54	%

See Notes to Financial Statements.

1290 FUNDS

1290 HIGH YIELD BOND FUND

FINANCIAL HIGHLIGHTS (Continued)


	Year Ended October 31,
Class R	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	7.95		$	9.23		$	9.00		$	9.05		$	8.93

Income (loss) from investment operations:
Net investment income (loss) (e)		0.45			0.37			0.37			0.42			0.45
Net realized and unrealized gain (loss)		(0.13	)		(1.25	)		0.25			(0.03	)		0.13

Total from investment operations		0.32			(0.88	)		0.62			0.39			0.58

Less distributions:
Dividends from net investment income		(0.46	)		(0.38	)		(0.39	)		(0.44	)		(0.45	)
Return of capital		—	#		(0.02	)		—	#		—			(0.01	)

Total dividends and distributions		(0.46	)		(0.40	)		(0.39	)		(0.44	)		(0.46	)

Net asset value, end of year	$	7.81		$	7.95		$	9.23		$	9.00		$	9.05

Total return		4.04	%		(9.72	)%		7.01	%		4.46	%		6.59	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	367		$	375		$	708		$	638		$	307
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		1.25	%		1.25	%		1.25	%		1.25	%		1.25	%
Before waivers and reimbursements (f)		1.76	%		1.67	%		1.69	%		1.92	%		2.03	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (f)		5.59	%		4.29	%		3.98	%		4.69	%		5.00	%
Before waivers and reimbursements (f)		5.08	%		3.87	%		3.54	%		4.01	%		4.22	%
Portfolio turnover rate^		35	%		43	%		39	%		59	%		54	%

	Year Ended October 31,
Class T**	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	7.95		$	9.24		$	9.01		$	9.06		$	8.93

Income (loss) from investment operations:
Net investment income (loss) (e)		0.49			0.42			0.42			0.47			0.50
Net realized and unrealized gain (loss)		(0.12	)		(1.27	)		0.25			(0.04	)		0.13

Total from investment operations		0.37			(0.85	)		0.67			0.43			0.63

Less distributions:
Dividends from net investment income		(0.50	)		(0.42	)		(0.44	)		(0.48	)		(0.49	)
Return of capital		—	#		(0.02	)		—	#		—			(0.01	)

Total dividends and distributions		(0.50	)		(0.44	)		(0.44	)		(0.48	)		(0.50	)

Net asset value, end of year	$	7.82		$	7.95		$	9.24		$	9.01		$	9.06

Total return		4.69	%		(9.37	)%		7.53	%		4.98	%		7.24	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	111		$	113		$	131		$	128		$	129
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.75	%		0.75	%		0.75	%		0.75	%		0.75	%
Before waivers and reimbursements (f)		1.51	%		1.43	%		1.44	%		1.68	%		1.78	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (f)		6.08	%		4.86	%		4.49	%		5.23	%		5.50	%
Before waivers and reimbursements (f)		5.33	%		4.18	%		3.80	%		4.30	%		4.47	%
Portfolio turnover rate^		35	%		43	%		39	%		59	%		54	%

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

#	Per share amount is less than $0.005.

^	Portfolio turnover rate excludes derivatives, if any.

(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.

See Notes to Financial Statements.

1290 LOOMIS SAYLES MULTI-ASSET INCOME FUND (Unaudited)

INVESTMENT ADVISER

_Ø

Equitable Investment Management, LLC

INVESTMENT SUB-ADVISER

_Ø

Loomis, Sayles & Company, L.P. (Loomis Sayles)

PERFORMANCE RESULTS

LOGO



Annualized Total Returns as of 10/31/23

		1 Year			5 Years			Since Incept.
Fund – Class A Shares*	without Sales Charge		5.53	%		5.66	%		5.77	%
	with Sales Charge (a)		0.76			4.47			4.99
Fund – Class I Shares*			5.77			5.89			6.02
Fund – Class R Shares*			5.18			5.39			5.50
20% MSCI World High Dividend Yield Index/ 20% Cboe S&P 500 BuyWrite Index^SM/ 30% Bloomberg U.S. Corporate High Yield Index/ 30% Bloomberg U.S. Aggregate Bond Index			4.40			2.87			4.01
Bloomberg U.S. Aggregate Bond Index			0.36			(0.06	)		0.22

* Date of inception 3/7/16. (a) A 4.50% front-end sales charge was deducted. Returns for periods greater than one year are annualized.

The graph illustrates comparative performance for $10,000 invested in the Class I shares of the 1290 Loomis Sayles Multi-Asset Income Fund and the 20% MSCI World High Dividend Yield Index/20% Cboe S&P 500 BuyWrite Index^SM/30% Bloomberg U.S. Corporate High Yield Index/30% Bloomberg U.S. Aggregate Bond Index and the Bloomberg U.S. Aggregate Bond Index from 3/7/16 to 10/31/23. 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 20% MSCI World High Dividend Yield Index/20% Cboe S&P 500 BuyWrite Index^SM/30% Bloomberg U.S. Corporate High Yield Index/30% Bloomberg U.S. Aggregate Bond Index and the Bloomberg 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, 2023, the gross expense ratios for Class A, I and R shares were 1.64%, 1.36% and 1.89%, respectively. The net expense ratios for Class A, I and R shares were 1.05%, 0.80% and 1.30%, respectively. The net expense ratios reflect the Adviser’s decision to contractually limit expenses through April 30, 2024. 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.

1290 LOOMIS SAYLES MULTI-ASSET INCOME FUND (Unaudited)

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 5.77% for the year ended October 31, 2023. The Fund’s benchmarks, the 20% MSCI World High Dividend Yield Index/20% Cboe S&P 500 BuyWrite Index^SM/30% Bloomberg U.S. Corporate High Yield Index/30% Bloomberg U.S. Aggregate Bond Index and the Bloomberg U.S. Aggregate Bond Index returned 4.40% and 0.36%, respectively, over the same year.

Overview — Loomis, Sayles & Company, L.P. (Loomis Sayles)

What helped performance during the period?

•

The Fund was positioned defensively throughout the period. As market risk increased, we monitored interest-rate and equity volatility, and asset allocation helped performance by being biased toward quality and dividend-paying equities.

•

As the U.S. Federal Reserve is committed to breaking inflation and keeping rates higher for longer, our shorter duration stance in comparison to the benchmark provided meaningful value.

What hurt performance during the period?

•

An underweight allocation to high-yield corporates detracted on an excess basis. Cash equivalents that were held as dry powder also detracted marginally.



Fund Characteristics As of October 31, 2023
Weighted Average Life (Years)			8.16
Weighted Average Coupon (%)			3.78
Weighted Average Effective Duration (Years)*			5.97
Weighted Average Rating**			AA3

* 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, 2023	% of Net Assets
Financials		20.4	%
Industrials		11.3
Energy		9.9
U.S. Treasury Obligations		9.6
Information Technology		9.5
Consumer Discretionary		9.3
Communication Services		6.5
Health Care		6.2
Consumer Staples		4.6
Materials		2.6
Utilities		2.1
Asset-Backed Securities		1.8
Foreign Government Securities		1.3
Investment Companies		1.3
Real Estate		1.1
Cash and Other		2.5

		100.0	%

Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

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

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2023 and held for the entire six-month period.

Actual Expenses

1290 LOOMIS SAYLES MULTI-ASSET INCOME FUND (Unaudited)

Hypothetical Example for Comparison Purposes

EXAMPLE



	Beginning Account Value 5/1/23		Ending Account Value 10/31/23		Expenses Paid During Period* 5/1/23 - 10/31/23
Class A
Actual		$1,000.00		$981.60		$5.24
Hypothetical (5% average annual return before expenses)		1,000.00		1,019.91		5.35
Class I
Actual		1,000.00		981.80		4.00
Hypothetical (5% average annual return before expenses)		1,000.00		1,021.17		4.08
Class R
Actual		1,000.00		980.30		6.49
Hypothetical (5% average annual return before expenses)		1,000.00		1,018.65		6.62

* Expenses are equal to the Fund’s A, I and R shares annualized expense ratio of 1.05%, 0.80% and 1.30%, respectively, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

1290 FUNDS

1290 LOOMIS SAYLES MULTI-ASSET INCOME FUND

PORTFOLIO OF INVESTMENTS

October 31, 2023



	Principal Amount		Value (Note 1)

LONG-TERM DEBT SECURITIES:
Asset-Backed Securities (1.8%)
Anchorage Capital CLO 17 Ltd.,
Series 2021-17A A1 6.825%, 7/15/34 (l)§	$	250,000	$	246,531
Magnetite XXVII Ltd.,
Series 2020-27A AR 6.817%, 10/20/34 (l)§		335,000		332,343
Sound Point CLO XXVII Ltd.,
Series 2020-2A AR 6.820%, 10/25/34 (l)§		340,000		333,631
United Airlines Pass-Through Trust,
Series 2020-1 A 5.875%, 10/15/27		22,644		22,165

Total Asset-Backed Securities				934,670

Convertible Bonds (0.8%)
Communication Services (0.1%)
*Interactive Media & Services (0.1%)*
Liberty TripAdvisor Holdings, Inc. 0.500%, 6/30/51§		70,000		54,950

Total Communication Services				54,950

Consumer Staples (0.2%)
*Personal Care Products (0.2%)*
Beauty Health Co. (The) 1.250%, 10/1/26§		160,000		119,780

Total Consumer Staples				119,780

Financials (0.1%)
*Financial Services (0.1%)*
Block, Inc. 0.125%, 3/1/25		55,000		50,655

Total Financials				50,655

Industrials (0.4%)
*Electrical Equipment (0.4%)*
Stem, Inc. 0.500%, 12/1/28§		390,000		203,952

Total Industrials				203,952

Total Convertible Bonds				429,337

Corporate Bonds (45.2%)
Communication Services (3.4%)
*Diversified Telecommunication Services (0.6%)*
AT&T, Inc. 5.400%, 2/15/34		250,000		229,119
CCO Holdings LLC 5.125%, 5/1/27§		11,000		10,088
6.375%, 9/1/29§		11,000		10,027
4.500%, 6/1/33§		13,000		9,701
Consolidated Communications, Inc. 6.500%, 10/1/28§		67,000		52,930
Frontier Communications Holdings LLC 6.750%, 5/1/29§		38,000		29,925
5.875%, 11/1/29		14,057		10,560

				352,350


*Entertainment (0.1%)*
Lions Gate Capital Holdings LLC 5.500%, 4/15/29§		51,000		33,405
Live Nation Entertainment, Inc. 3.750%, 1/15/28§		11,000		9,625

				43,030

*Interactive Media & Services (0.3%)*
TripAdvisor, Inc. 7.000%, 7/15/25§		150,000		148,688

*Media (1.1%)*
Advantage Sales & Marketing, Inc. 6.500%, 11/15/28§		63,000		51,109
AMC Networks, Inc. 4.250%, 2/15/29		65,000		39,975
CMG Media Corp. 8.875%, 12/15/27§		46,000		35,650
Cumulus Media New Holdings, Inc. 6.750%, 7/1/26§		58,000		41,470
DISH DBS Corp. 5.875%, 11/15/24		180,000		165,600
Gannett Holdings LLC 6.000%, 11/1/26§		64,000		53,120
News Corp. 5.125%, 2/15/32§		132,000		113,559
Sinclair Television Group, Inc. 5.500%, 3/1/30§		41,000		21,730
Urban One, Inc. 7.375%, 2/1/28§		67,000		55,379

				577,592

*Wireless Telecommunication Services (1.3%)*
Kenbourne Invest SA 6.875%, 11/26/24§		200,000		150,000
Millicom International Cellular SA 4.500%, 4/27/31 (m)		245,000		182,598
T-Mobile USA, Inc. 4.800%, 7/15/28		260,000		247,626
United States Cellular Corp. 6.700%, 12/15/33		103,000		97,464

				677,688

Total Communication Services				1,799,348

Consumer Discretionary (5.8%)
*Automobile Components (1.3%)*
Allison Transmission, Inc. 3.750%, 1/30/31§		145,000		114,369
Clarios Global LP 8.500%, 5/15/27§		55,000		54,197
Goodyear Tire & Rubber Co. (The) 9.500%, 5/31/25 (x)		131,000		132,146
Magna International, Inc. 5.980%, 3/21/26		265,000		264,927
Patrick Industries, Inc. 4.750%, 5/1/29§		67,000		54,605
Tenneco, Inc. 8.000%, 11/17/28§		66,000		52,965

				673,209

*Automobiles (0.4%)*
Hyundai Capital America 6.250%, 11/3/25§		110,000		109,987

See Notes to Financial Statements.

1290 FUNDS

1290 LOOMIS SAYLES MULTI-ASSET INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023



	Principal Amount		Value (Note 1)

PM General Purchaser LLC 9.500%, 10/1/28§	$	55,000	$	51,425
Thor Industries, Inc. 4.000%, 10/15/29§		67,000		54,294

				215,706

*Broadline Retail (0.1%)*
Millennium Escrow Corp. 6.625%, 8/1/26§		38,000		28,120
NMG Holding Co., Inc. 7.125%, 4/1/26§		38,000		35,545

				63,665

*Distributors (0.1%)*
American Builders & Contractors Supply Co., Inc. 4.000%, 1/15/28§		68,000		60,890

*Diversified Consumer Services (0.3%)*
Grand Canyon University 4.125%, 10/1/24		121,000		114,684
WW International, Inc. 4.500%, 4/15/29§		68,000		42,500

				157,184

*Hotels, Restaurants & Leisure (1.3%)*
Carnival Corp. 5.750%, 3/1/27§		200,000		178,000
Expedia Group, Inc. 2.950%, 3/15/31		265,000		208,284
GPS Hospitality Holding Co. LLC 7.000%, 8/15/28§		30,000		20,400
NCL Corp. Ltd. 3.625%, 12/15/24§		52,000		49,205
7.750%, 2/15/29§		11,000		9,600
NCL Finance Ltd. 6.125%, 3/15/28§		12,000		9,990
Royal Caribbean Cruises Ltd. 7.500%, 10/15/27		142,000		139,543
Viking Cruises Ltd. 5.875%, 9/15/27§		51,000		45,946

				660,968

*Household Durables (1.2%)*
Ashton Woods USA LLC 4.625%, 8/1/29§		61,000		49,410
Beazer Homes USA, Inc. 5.875%, 10/15/27 (x)		64,000		57,280
Dream Finders Homes, Inc. 8.250%, 8/15/28§		108,000		106,521
KB Home 4.800%, 11/15/29		94,000		81,192
4.000%, 6/15/31		20,000		15,600
M/I Homes, Inc. 4.950%, 2/1/28		117,000		104,715
Taylor Morrison Communities, Inc. 5.875%, 6/15/27§		117,000		109,688
Tempur Sealy International, Inc. 4.000%, 4/15/29§		135,000		110,194

				634,600

*Specialty Retail (1.0%)*
Evergreen Acqco 1 LP 9.750%, 4/26/28§		55,000		55,319

Gap, Inc. (The) 3.625%, 10/1/29§		82,000		62,730
Group 1 Automotive, Inc. 4.000%, 8/15/28§		16,000		13,760
Guitar Center, Inc. 8.500%, 1/15/26§		33,000		27,802
GYP Holdings III Corp. 4.625%, 5/1/29§		65,000		53,138
LSF9 Atlantis Holdings LLC 7.750%, 2/15/26§		62,000		55,877
Murphy Oil USA, Inc. 4.750%, 9/15/29		124,000		109,740
Specialty Building Products Holdings LLC 6.375%, 9/30/26§		55,000		51,288
Upbound Group, Inc. 6.375%, 2/15/29§		60,000		51,600
White Cap Buyer LLC 6.875%, 10/15/28§		37,000		32,183

				513,437

*Textiles, Apparel & Luxury Goods (0.1%)*
G-III Apparel Group Ltd. 7.875%, 8/15/25 (x)§		57,000		56,430

Total Consumer Discretionary				3,036,089

Consumer Staples (0.3%)
*Household Products (0.2%)*
Central Garden & Pet Co. 4.125%, 4/30/31§		133,000		106,194

*Personal Care Products (0.1%)*
BellRing Brands, Inc. 7.000%, 3/15/30§		51,000		48,960

Total Consumer Staples				155,154

Energy (6.2%)
*Energy Equipment & Services (0.8%)*
Noble Finance II LLC 8.000%, 4/15/30§		104,000		102,960
Oceaneering International, Inc. 6.000%, 2/1/28		110,000		101,034
USA Compression Partners LP 6.875%, 4/1/26		10,000		9,683
6.875%, 9/1/27		55,000		52,525
Valaris Ltd. 8.375%, 4/30/30§		108,000		105,586
Weatherford International Ltd. 8.625%, 4/30/30§		69,000		69,517

				441,305

*Oil, Gas & Consumable Fuels (5.4%)*
Alliance Resource Operating Partners LP 7.500%, 5/1/25§		123,000		122,846
Antero Midstream Partners LP 5.750%, 3/1/27§		135,000		128,851
Calumet Specialty Products Partners LP 8.125%, 1/15/27§		19,000		17,741
9.750%, 7/15/28§		17,000		15,853

See Notes to Financial Statements.

1290 FUNDS

1290 LOOMIS SAYLES MULTI-ASSET INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023



	Principal Amount		Value (Note 1)

Chesapeake Energy Corp. 5.500%, 2/1/26§	$	10,000	$	9,678
Chord Energy Corp. 6.375%, 6/1/26§		111,000		108,641
CNX Midstream Partners LP 4.750%, 4/15/30§		64,000		52,579
CNX Resources Corp. 6.000%, 1/15/29§		126,000		115,605
Crescent Energy Finance LLC 9.250%, 2/15/28§		115,000		116,438
CVR Energy, Inc. 5.250%, 2/15/25§		160,000		156,435
5.750%, 2/15/28§		65,000		57,850
Delek Logistics Partners LP 7.125%, 6/1/28§		108,000		97,740
Encino Acquisition Partners Holdings LLC 8.500%, 5/1/28§		61,000		59,235
Energy Transfer LP 6.400%, 12/1/30		265,000		262,137
EnLink Midstream LLC 6.500%, 9/1/30§		10,000		9,562
EQM Midstream Partners LP 4.750%, 1/15/31§		12,000		10,080
Hess Midstream Operations LP 5.625%, 2/15/26§		93,000		90,326
4.250%, 2/15/30§		300,000		257,250
Holly Energy Partners LP 5.000%, 2/1/28§		122,000		112,599
Martin Midstream Partners LP 11.500%, 2/15/28§		56,000		54,600
Moss Creek Resources Holdings, Inc. 7.500%, 1/15/26§		57,000		54,293
New Fortress Energy, Inc. 6.500%, 9/30/26§		140,000		124,600
Northern Oil and Gas, Inc. 8.750%, 6/15/31§		37,000		36,630
Northriver Midstream Finance LP 5.625%, 2/15/26§		11,000		10,422
NuStar Logistics LP 5.750%, 10/1/25		10,000		9,669
6.000%, 6/1/26		10,000		9,644
PBF Holding Co. LLC 6.000%, 2/15/28		28,000		25,900
7.875%, 9/15/30§		10,000		9,650
Rockies Express Pipeline LLC 3.600%, 5/15/25§		105,000		99,159
SM Energy Co. 5.625%, 6/1/25		10,000		9,750
6.500%, 7/15/28 (x)		10,000		9,606
Southwestern Energy Co. 5.700%, 1/23/25 (e)		150,000		147,580
4.750%, 2/1/32		12,000		10,290
Strathcona Resources Ltd. 6.875%, 8/1/26§		59,000		54,354
Sunoco LP 4.500%, 4/30/30		12,000		10,231
Tallgrass Energy Partners LP 6.000%, 12/31/30 (x)§		120,000		101,400
Targa Resources Corp. 6.125%, 3/15/33		70,000		66,911
Venture Global LNG, Inc. 8.125%, 6/1/28§		153,000		147,946

Western Midstream Operating LP 6.150%, 4/1/33		20,000		18,876

				2,812,957

Total Energy				3,254,262

Financials (16.1%)
*Banks (10.4%)*
ABN AMRO Bank NV
(United States SOFR Compounded Index + 1.78%), 7.124%, 9/18/27 (k)§		300,000		300,153
Banco Bilbao Vizcaya Argentaria SA
(USD Swap Semi 5 Year + 3.87%), 6.125%, 11/16/27 (k)(y)		400,000		318,000
Banco Santander SA
(USD SOFR Spread-Adjusted ICE Swap Rate 5 Year + 4.99%), 7.500%, 2/8/24 (k)(m)(y)		200,000		193,500
Bank of America Corp.
(SOFR + 1.63%), 5.202%, 4/25/29 (k)		270,000		256,809
Bank of Ireland Group plc
(US Treasury Yield Curve Rate T Note Constant Maturity 1 Year + 2.65%), 6.253%, 9/16/26 (k)§		200,000		198,193
Barclays plc
(SOFR + 3.57%), 7.119%, 6/27/34 (k)		265,000		245,381
Credit Agricole SA
(USD Swap Semi 5 Year + 4.32%), 6.875%, 9/23/24 (k)(y)§		200,000		194,250
DNB Bank ASA
(United States SOFR Compounded Index + 1.95%), 5.896%, 10/9/26 (k)§		250,000		248,267
Fifth Third Bancorp
(SOFR + 2.34%), 6.339%, 7/27/29 (k)(x)		80,000		77,323
HSBC Holdings plc 4.250%, 3/14/24		250,000		247,758
(USD ICE Swap Rate 5 Year + 3.75%), 6.000%, 5/22/27 (k)(y)		280,000		243,250
(USD ICE Swap Rate 5 Year + 3.61%), 6.500%, 3/23/28 (k)(y)		230,000		201,137
HSBC USA, Inc. 5.625%, 3/17/25		200,000		198,525
ING Groep NV
(USD Swap Semi 5 Year + 4.45%), 6.500%, 4/16/25 (k)(y)		200,000		186,000
(SOFR + 1.56%), 6.899%, 9/11/27 (k)		270,000		270,348
Intesa Sanpaolo SpA
(US Treasury Yield Curve Rate T Note Constant Maturity 1 Year + 3.90%), 7.778%, 6/20/54 (k)§		265,000		229,415
JPMorgan Chase & Co.
(SOFR + 2.58%), 5.717%, 9/14/33 (k)		185,000		173,141

See Notes to Financial Statements.

1290 FUNDS

1290 LOOMIS SAYLES MULTI-ASSET INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023



	Principal Amount		Value (Note 1)

Lloyds Banking Group plc
(US Treasury Yield Curve Rate T Note Constant Maturity 5 Year + 3.91%), 8.000%, 9/27/29 (k)(y)	$	260,000	$	227,825
NatWest Group plc
(US Treasury Yield Curve Rate T Note Constant Maturity 1 Year + 2.10%), 6.016%, 3/2/34 (k)		200,000		186,098
Santander Holdings USA, Inc. 3.450%, 6/2/25		170,000		160,652
Standard Chartered plc
(US Treasury Yield Curve Rate T Note Constant Maturity 1 Year + 0.95%), 1.822%, 11/23/25 (k)§		270,000		255,894
Truist Financial Corp.
(SOFR + 2.05%), 6.047%, 6/8/27 (k)		200,000		195,986
UniCredit SpA
(USD ICE Swap Rate 5 Year + 4.91%), 7.296%, 4/2/34 (k)§		240,000		222,158
Wells Fargo & Co.
(SOFR + 1.79%), 6.303%, 10/23/29 (k)		270,000		267,916
(SOFR + 2.02%), 5.389%, 4/24/34 (k)		157,000		142,197

				5,440,176

*Capital Markets (3.6%)*
BGC Group, Inc. 4.375%, 12/15/25		345,000		318,694
Blue Owl Credit Income Corp. 5.500%, 3/21/25		230,000		222,489
Coinbase Global, Inc. 3.375%, 10/1/28§		88,000		64,240
Credit Suisse AG 4.750%, 8/9/24		500,000		493,369
7.950%, 1/9/25		250,000		253,784
Deutsche Bank AG
(SOFR + 1.87%), 2.129%, 11/24/26 (k)		230,000		206,921
(SOFR + 3.65%), 7.079%, 2/10/34 (k)		200,000		176,226
Morgan Stanley
(SOFR + 1.59%), 5.164%, 4/20/29 (k)		145,000		137,460
Osaic Holdings, Inc. 10.750%, 8/1/27§		32,000		31,760

				1,904,943

*Consumer Finance (0.7%)*
General Motors Financial Co., Inc. 5.400%, 4/6/26		260,000		254,062
Navient Corp. 5.625%, 8/1/33		82,000		55,760
Synchrony Financial 7.250%, 2/2/33		66,000		56,186
World Acceptance Corp. 7.000%, 11/1/26§		29,000		23,635

				389,643


*Financial Services (0.3%)*
Armor Holdco, Inc. 8.500%, 11/15/29§		11,000		9,571
MPH Acquisition Holdings LLC 5.750%, 11/1/28§		55,000		40,998
Sabre GLBL, Inc. 11.250%, 12/15/27§		65,000		57,668
Verscend Escrow Corp. 9.750%, 8/15/26§		30,000		29,775

				138,012

*Insurance (0.7%)*
Allianz SE
(US Treasury Yield Curve Rate T Note Constant Maturity 5 Year + 3.23%), 6.350%, 9/6/53 (k)§		200,000		189,554
Liberty Mutual Group, Inc. 4.300%, 2/1/61§		330,000		170,775
USI, Inc. 6.875%, 5/1/25§		25,000		24,698

				385,027

*Mortgage Real Estate Investment Trusts (REITs) (0.4%)*
Blackstone Mortgage Trust, Inc. (REIT) 3.750%, 1/15/27§		128,000		105,875
Ladder Capital Finance Holdings LLLP (REIT) 4.750%, 6/15/29§		100,000		80,500

				186,375

Total Financials				8,444,176

Health Care (0.7%)
*Health Care Equipment & Supplies (0.2%)*
Medtronic Global Holdings SCA 4.250%, 3/30/28		95,000		90,374

*Health Care Providers & Services (0.2%)*
DaVita, Inc. 3.750%, 2/15/31§		14,000		10,019
Encompass Health Corp. 4.625%, 4/1/31		81,000		67,432
HealthEquity, Inc. 4.500%, 10/1/29§		51,000		43,590

				121,041

*Pharmaceuticals (0.3%)*
Eli Lilly and Co. 4.700%, 2/27/33 (x)		130,000		122,280

Total Health Care				333,695

Industrials (6.7%)
*Aerospace & Defense (1.0%)*
HEICO Corp. 5.350%, 8/1/33		270,000		248,975
Howmet Aerospace, Inc. 5.900%, 2/1/27		12,000		11,839
6.750%, 1/15/28		102,000		101,621
TransDigm, Inc. 4.625%, 1/15/29		185,000		159,008

				521,443

See Notes to Financial Statements.

1290 FUNDS

1290 LOOMIS SAYLES MULTI-ASSET INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023



	Principal Amount		Value (Note 1)

*Air Freight & Logistics (0.1%)*
Rand Parent LLC 8.500%, 2/15/30 (x)§	$	86,000	$	77,897

*Building Products (1.2%)*
AmeriTex HoldCo Intermediate LLC 10.250%, 10/15/28§		58,000		54,810
Builders FirstSource, Inc. 4.250%, 2/1/32§		140,000		111,475
Cornerstone Building Brands, Inc. 6.125%, 1/15/29§		46,000		33,695
Eco Material Technologies, Inc. 7.875%, 1/31/27§		50,000		47,375
JELD-WEN, Inc. 4.875%, 12/15/27§		59,000		50,150
MIWD Holdco II LLC 5.500%, 2/1/30§		60,000		47,625
Oscar AcquisitionCo LLC 9.500%, 4/15/30§		30,000		26,475
Smyrna Ready Mix Concrete LLC 6.000%, 11/1/28§		121,000		111,465
Standard Industries, Inc. 5.000%, 2/15/27§		144,000		132,497

				615,567

*Commercial Services & Supplies (0.9%)*
APX Group, Inc. 5.750%, 7/15/29§		74,000		61,420
Deluxe Corp. 8.000%, 6/1/29§		35,000		27,694
Enviri Corp. 5.750%, 7/31/27§		60,000		50,850
Garda World Security Corp. 9.500%, 11/1/27§		49,000		44,387
Interface, Inc. 5.500%, 12/1/28 (x)§		64,000		53,602
Neptune Bidco US, Inc. 9.290%, 4/15/29§		11,000		9,671
Pitney Bowes, Inc. 6.875%, 3/15/27§		69,000		57,116
Republic Services, Inc. 5.000%, 4/1/34		50,000		45,937
Steelcase, Inc. 5.125%, 1/18/29		114,000		100,463
Waste Pro USA, Inc. 5.500%, 2/15/26 (x)§		25,000		22,912

				474,052

*Construction & Engineering (1.0%)*
Artera Services LLC 9.033%, 12/4/25§		55,000		49,500
Brand Industrial Services, Inc. 10.375%, 8/1/30 (x)§		63,000		62,449
Global Infrastructure Solutions, Inc. 5.625%, 6/1/29§		50,000		40,250
Great Lakes Dredge & Dock Corp. 5.250%, 6/1/29§		34,000		27,795
IHS Netherlands Holdco BV 8.000%, 9/18/27§		235,000		191,701
Pike Corp. 5.500%, 9/1/28§		30,000		25,500

Weekley Homes LLC 4.875%, 9/15/28§		122,000		104,462

				501,657

*Electrical Equipment (0.2%)*
EnerSys 4.375%, 12/15/27§		113,000		99,864

*Ground Transportation (0.4%)*
Carriage Purchaser, Inc. 7.875%, 10/15/29§		35,000		25,550
Uber Technologies, Inc. 7.500%, 5/15/25§		99,000		99,257
Watco Cos. LLC 6.500%, 6/15/27§		25,000		23,375
XPO CNW, Inc. 6.700%, 5/1/34 (x)		80,000		73,400

				221,582

*Machinery (0.4%)*
Amsted Industries, Inc. 5.625%, 7/1/27§		117,000		107,847
Titan International, Inc. 7.000%, 4/30/28 (x)		58,000		52,925
Werner FinCo LP 11.500%, 6/15/28§		30,000		30,037

				190,809

*Passenger Airlines (0.8%)*
American Airlines Group, Inc. 3.750%, 3/1/25§		180,000		168,000
Mileage Plus Holdings LLC 6.500%, 6/20/27§		198,750		195,689
VistaJet Malta Finance plc 9.500%, 6/1/28§		63,000		48,195

				411,884

*Professional Services (0.2%)*
TriNet Group, Inc. 3.500%, 3/1/29§		125,000		103,281

*Trading Companies & Distributors (0.4%)*
Beacon Roofing Supply, Inc. 4.125%, 5/15/29§		73,000		61,289
BlueLinx Holdings, Inc. 6.000%, 11/15/29§		55,000		46,062
Boise Cascade Co. 4.875%, 7/1/30§		125,000		107,187

				214,538

*Transportation Infrastructure (0.1%)*
Seaspan Corp. 5.500%, 8/1/29§		75,000		57,457

Total Industrials				3,490,031

Information Technology (3.4%)
*Communications Equipment (0.2%)*
CommScope Technologies LLC 6.000%, 6/15/25§		160,000		101,200

*Electronic Equipment, Instruments & Components (0.1%)*
Jabil, Inc. 5.450%, 2/1/29		25,000		24,022

See Notes to Financial Statements.

1290 FUNDS

1290 LOOMIS SAYLES MULTI-ASSET INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023



	Principal Amount		Value (Note 1)

TTM Technologies, Inc. 4.000%, 3/1/29§	$	12,000	$	9,810

				33,832

*IT Services (0.1%)*
Arches Buyer, Inc. 6.125%, 12/1/28§		37,000		29,886
Unisys Corp. 6.875%, 11/1/27§		57,000		41,838

				71,724

*Semiconductors & Semiconductor Equipment (1.1%)*
Broadcom, Inc. 4.150%, 4/15/32§		240,000		203,432
Entegris, Inc. 4.375%, 4/15/28§		11,000		9,784
3.625%, 5/1/29§		99,000		82,522
Micron Technology, Inc. 6.750%, 11/1/29		190,000		190,475
ON Semiconductor Corp. 3.875%, 9/1/28§		122,000		104,462

				590,675

*Software (0.9%)*
Crowdstrike Holdings, Inc. 3.000%, 2/15/29		133,000		111,421
Fair Isaac Corp. 5.250%, 5/15/26§		111,000		106,817
Oracle Corp. 2.875%, 3/25/31		270,000		216,350
PTC, Inc. 4.000%, 2/15/28§		33,000		29,246
Veritas US, Inc. 7.500%, 9/1/25§		12,000		9,780

				473,614

*Technology Hardware, Storage & Peripherals (1.0%)*
Dell International LLC 5.750%, 2/1/33 (x)		155,000		146,394
Seagate HDD Cayman 9.625%, 12/1/32§		126,000		134,347
Xerox Corp. 6.750%, 12/15/39		50,000		32,365
Xerox Holdings Corp. 5.000%, 8/15/25§		160,000		146,800
5.500%, 8/15/28§		86,000		66,597

				526,503

Total Information Technology				1,797,548

Materials (1.2%)
*Chemicals (0.4%)*
Braskem Netherlands Finance BV 4.500%, 1/31/30§		255,000		195,381

*Construction Materials (0.4%)*
Cemex SAB de CV 3.875%, 7/11/31§		260,000		209,950

*Metals & Mining (0.4%)*
FMG Resources August 2006 Pty. Ltd. 5.875%, 4/15/30§		25,000		22,375

Infrabuild Australia Pty. Ltd. 12.000%, 10/1/24§		25,000		24,687
Northern Star Resources Ltd. 6.125%, 4/11/33§		180,000		164,331
SunCoke Energy, Inc. 4.875%, 6/30/29§		12,000		10,044

				221,437

Total Materials				626,768

Real Estate (0.6%)
*Real Estate Management & Development (0.3%)*
Forestar Group, Inc. 5.000%, 3/1/28§		123,000		107,933
Realogy Group LLC 5.750%, 1/15/29§		67,000		41,875

				149,808

*Specialized REITs (0.3%)*
Iron Mountain, Inc. (REIT) 4.875%, 9/15/29§		193,000		168,151

Total Real Estate				317,959

Utilities (0.8%)
*Electric Utilities (0.7%)*
NextEra Energy Capital Holdings, Inc. 6.051%, 3/1/25		65,000		64,942
NRG Energy, Inc. 3.375%, 2/15/29§		148,000		119,325
3.875%, 2/15/32§		24,000		17,782
Vistra Operations Co. LLC 4.375%, 5/1/29§		176,000		149,600

				351,649

*Water Utilities (0.1%)*
Solaris Midstream Holdings LLC 7.625%, 4/1/26 (x)§		58,000		55,134

Total Utilities				406,783

Total Corporate Bonds				23,661,813

Foreign Government Securities (1.3%)
Oriental Republic of Uruguay 9.750%, 7/20/33	UYU	12,005,000		297,570
Republic of Costa Rica 7.000%, 4/4/44 (m)	$	200,000		183,100
7.158%, 3/12/45 (m)		240,000		223,320

Total Foreign Government Securities				703,990

U.S. Treasury Obligations (6.1%)
U.S. Treasury Bonds 3.625%, 2/15/53		2,055,000		1,613,557
U.S. Treasury Notes 0.375%, 4/15/24		1,615,000		1,578,494

Total U.S. Treasury Obligations				3,192,051

Total Long-Term Debt Securities (55.2%) (Cost $30,083,181)				28,921,861

See Notes to Financial Statements.

1290 FUNDS

1290 LOOMIS SAYLES MULTI-ASSET INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023



	Number of Shares		Value (Note 1)

COMMON STOCKS:
Communication Services (3.0%)
*Diversified Telecommunication Services (0.5%)*
AT&T, Inc.		2,385	$	36,729
Nippon Telegraph & Telephone Corp.		28,900		33,709
Telstra Group Ltd.		10,128		24,478
Verizon Communications, Inc.		4,989		175,264

				270,180

*Entertainment (0.3%)*
Netflix, Inc.*		161		66,282
Nintendo Co. Ltd.		1,000		41,042
Walt Disney Co. (The)*		479		39,082

				146,406

*Interactive Media & Services (1.3%)*
Alphabet, Inc., Class A (s)*		2,098		260,320
Alphabet, Inc., Class C (s)*		1,821		228,171
Meta Platforms, Inc., Class A (s)*		698		210,287

				698,778

*Media (0.7%)*
Comcast Corp., Class A (s)		7,049		291,053
Omnicom Group, Inc.		411		30,788
Publicis Groupe SA		400		30,355

				352,196

*Wireless Telecommunication Services (0.2%)*
KDDI Corp.		1,400		41,443
SoftBank Corp.		3,100		34,871

				76,314

Total Communication Services				1,543,874

Consumer Discretionary (3.5%)
*Automobile Components (0.1%)*
Cie Generale des Etablissements Michelin SCA		1,163		34,481

*Automobiles (0.9%)*
Bayerische Motoren Werke AG		429		39,777
Honda Motor Co. Ltd.		5,100		50,689
Stellantis NV		2,679		49,890
Tesla, Inc. (s)*		799		160,471
Toyota Motor Corp.		9,200		157,203

				458,030

*Broadline Retail (0.9%)*
Amazon.com, Inc. (s)*		2,944		391,817
Wesfarmers Ltd.		1,903		60,986

				452,803

*Hotels, Restaurants & Leisure (0.4%)*
Booking Holdings, Inc.*		14		39,054
Hilton Worldwide Holdings, Inc.		445		67,431
McDonald’s Corp.		201		52,696
Starbucks Corp.		460		42,430
Yum! Brands, Inc.		307		37,104

				238,715

*Household Durables (0.1%)*
DR Horton, Inc.		363		37,897
Sekisui House Ltd.		2,000		38,780

				76,677


*Specialty Retail (1.0%)*
Home Depot, Inc. (The) (s)		1,111		316,291
Lowe’s Cos., Inc.		183		34,874
O’Reilly Automotive, Inc.*		45		41,870
TJX Cos., Inc. (The)		1,577		138,886

				531,921

*Textiles, Apparel & Luxury Goods (0.1%)*
NIKE, Inc., Class B		504		51,796

Total Consumer Discretionary				1,844,423

Consumer Staples (4.1%)
*Beverages (1.2%)*
Brown-Forman Corp., Class B		573		32,180
Carlsberg A/S, Class B		186		22,150
Coca-Cola Co. (The)		4,229		238,896
Constellation Brands, Inc., Class A		173		40,508
Kirin Holdings Co. Ltd.		2,400		33,560
PepsiCo, Inc. (s)		1,504		245,573

				612,867

*Consumer Staples Distribution & Retail (0.5%)*
Coles Group Ltd.		2,596		25,146
Costco Wholesale Corp. (s)		154		85,076
Dollar General Corp.		189		22,498
Koninklijke Ahold Delhaize NV		1,136		33,656
Target Corp.		267		29,581
Walmart, Inc. (s)		480		78,437

				274,394

*Food Products (0.7%)*
Archer-Daniels-Midland Co.		457		32,707
Danone SA		826		49,074
General Mills, Inc.		609		39,731
Nestle SA (Registered)		2,139		230,584
Tyson Foods, Inc., Class A		656		30,406

				382,502

*Household Products (1.0%)*
Colgate-Palmolive Co.		781		58,669
Essity AB, Class B		1,061		24,171
Kimberly-Clark Corp.		364		43,549
Procter & Gamble Co. (The) (s)		2,433		365,023
Reckitt Benckiser Group plc		716		47,882

				539,294

*Personal Care Products (0.2%)*
Estee Lauder Cos., Inc. (The), Class A		168		21,650
Unilever plc		2,094		98,981

				120,631

*Tobacco (0.5%)*
Altria Group, Inc.		1,561		62,706
Philip Morris International, Inc.		1,839		163,965

				226,671

Total Consumer Staples				2,156,359

Energy (3.7%)
*Energy Equipment & Services (0.3%)*
Schlumberger NV		2,567		142,879

See Notes to Financial Statements.

1290 FUNDS

1290 LOOMIS SAYLES MULTI-ASSET INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023



	Number of Shares		Value (Note 1)

*Oil, Gas & Consumable Fuels (3.4%)*
Chevron Corp. (s)		1,908	$	278,053
ConocoPhillips		1,412		167,746
EOG Resources, Inc.		1,143		144,304
Exxon Mobil Corp. (s)		5,311		562,169
Hess Corp.		282		40,721
Kinder Morgan, Inc.		2,717		44,015
Marathon Petroleum Corp. (s)		1,220		184,525
Phillips 66		483		55,096
Suncor Energy, Inc.		1,500		48,578
TotalEnergies SE		2,026		135,482
Valero Energy Corp.		674		85,598
Woodside Energy Group Ltd.		2,242		48,725

				1,795,012

Total Energy				1,937,891

Financials (4.2%)
*Banks (0.8%)*
Bank of America Corp.		1,944		51,205
Citigroup, Inc.		821		32,421
JPMorgan Chase & Co. (s)		772		107,354
M&T Bank Corp.		126		14,207
Oversea-Chinese Banking Corp. Ltd.		5,300		49,085
PNC Financial Services Group, Inc. (The)		187		21,406
Truist Financial Corp.		517		14,662
United Overseas Bank Ltd.		2,300		45,390
US Bancorp		803		25,600
Wells Fargo & Co.		1,094		43,508

				404,838

*Capital Markets (1.2%)*
3i Group plc		1,597		37,550
BlackRock, Inc.		202		123,681
Blackstone, Inc.		708		65,384
Charles Schwab Corp. (The)		508		26,436
CME Group, Inc.		332		70,869
Goldman Sachs Group, Inc. (The)		139		42,202
Moody’s Corp.		157		48,356
Morgan Stanley		499		35,339
MSCI, Inc., Class A		81		38,195
Partners Group Holding AG		38		39,970
S&P Global, Inc.		131		45,760
State Street Corp.		476		30,764
T. Rowe Price Group, Inc.		351		31,765

				636,271

*Financial Services (0.8%)*
Berkshire Hathaway, Inc., Class B (s)*		449		153,257
Fiserv, Inc.*		375		42,656
Mastercard, Inc., Class A (s)		239		89,948
PayPal Holdings, Inc.*		496		25,693
Visa, Inc., Class A (s)		460		108,146

				419,700

*Insurance (1.4%)*
Aflac, Inc.		749		58,504
Allianz SE (Registered)		423		98,870
American International Group, Inc.		744		45,615
Arch Capital Group Ltd.*		798		69,171
Arthur J Gallagher & Co.		239		56,282

AXA SA		2,015		59,602
Everest Group Ltd.		118		46,683
Marsh & McLennan Cos., Inc.		223		42,292
MetLife, Inc.		826		49,568
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen (Registered)		165		66,081
Swiss Re AG		412		44,893
Tokio Marine Holdings, Inc.		1,900		41,905
Zurich Insurance Group AG		141		66,745

				746,211

Total Financials				2,207,020

Health Care (5.5%)
*Biotechnology (0.9%)*
AbbVie, Inc. (s)		1,940		273,889
Amgen, Inc.		667		170,552
Gilead Sciences, Inc.		621		48,773

				493,214

*Health Care Equipment & Supplies (0.7%)*
Abbott Laboratories		496		46,897
Becton Dickinson & Co.		150		37,917
Boston Scientific Corp.*		884		45,252
Edwards Lifesciences Corp.*		504		32,115
Intuitive Surgical, Inc.*		153		40,120
Medtronic plc		1,659		117,059
Stryker Corp.		170		45,937

				365,297

*Health Care Providers & Services (0.7%)*
Centene Corp.*		460		31,731
Cigna Group (The)		190		58,748
CVS Health Corp.		1,679		115,868
Elevance Health, Inc.		111		49,960
UnitedHealth Group, Inc. (s)		224		119,965

				376,272

*Life Sciences Tools & Services (0.3%)*
Agilent Technologies, Inc.		278		28,737
Danaher Corp.		223		42,820
Thermo Fisher Scientific, Inc.		131		58,265

				129,822

*Pharmaceuticals (2.9%)*
Astellas Pharma, Inc.		2,300		28,831
Bristol-Myers Squibb Co.		780		40,193
Eli Lilly and Co. (s)		247		136,821
Johnson & Johnson (s)		2,626		389,541
Merck & Co., Inc. (s)		2,772		284,684
Novartis AG (Registered)		1,591		147,862
Pfizer, Inc.		6,094		186,233
Roche Holding AG		572		147,048
Sandoz Group AG*		318		8,268
Sanofi SA		938		85,057
Zoetis, Inc., Class A		290		45,530

				1,500,068

Total Health Care				2,864,673

See Notes to Financial Statements.

1290 FUNDS

1290 LOOMIS SAYLES MULTI-ASSET INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023



	Number of Shares		Value (Note 1)

Industrials (4.2%)
*Aerospace & Defense (1.6%)*
BAE Systems plc		3,140	$	42,134
Boeing Co. (The)*		216		40,353
General Dynamics Corp.		1,308		315,634
Lockheed Martin Corp.		186		84,563
Northrop Grumman Corp.		104		49,029
RTX Corp.		3,911		318,316

				850,029

*Air Freight & Logistics (0.3%)*
Deutsche Post AG		1,196		46,519
United Parcel Service, Inc., Class B		914		129,103

				175,622

*Building Products (0.2%)*
Cie de Saint-Gobain SA		663		36,058
Trane Technologies plc		236		44,913

				80,971

*Commercial Services & Supplies (0.1%)*
Cintas Corp.		100		50,712

*Construction & Engineering (0.1%)*
Vinci SA		525		58,039

*Electrical Equipment (0.3%)*
ABB Ltd. (Registered)		1,715		57,390
Eaton Corp. plc		236		49,066
Emerson Electric Co.		603		53,649

				160,105

*Ground Transportation (0.2%)*
Norfolk Southern Corp.		181		34,533
Union Pacific Corp.		236		48,996

				83,529

*Industrial Conglomerates (0.3%)*
3M Co.		870		79,126
General Electric Co.		636		69,089
Honeywell International, Inc.		189		34,636

				182,851

*Machinery (0.7%)*
Caterpillar, Inc.		182		41,141
Cummins, Inc.		172		37,204
Deere & Co.		100		36,536
Dover Corp.		382		49,641
Komatsu Ltd.		1,400		31,985
Kone OYJ, Class B		654		28,296
PACCAR, Inc.		600		49,518
Parker-Hannifin Corp.		143		52,754
Volvo AB, Class B		2,176		43,062

				370,137

*Professional Services (0.2%)*
Automatic Data Processing, Inc.		181		39,498
RELX plc		2,195		76,516

				116,014

*Trading Companies & Distributors (0.2%)*
ITOCHU Corp.		1,200		42,537
Mitsui & Co. Ltd.		1,300		46,460

				88,997

Total Industrials				2,217,006


Information Technology (6.1%)
*Communications Equipment (0.4%)*
Cisco Systems, Inc. (s)		4,530		236,149

*Electronic Equipment, Instruments & Components (0.3%)*
Amphenol Corp., Class A		600		48,330
Corning, Inc.		1,080		28,901
Keysight Technologies, Inc.*		198		24,166
TE Connectivity Ltd.		347		40,894

				142,291

*IT Services (0.5%)*
Accenture plc, Class A (s)		329		97,742
International Business Machines Corp.		1,095		158,381

				256,123

*Semiconductors & Semiconductor Equipment (2.5%)*
Advanced Micro Devices, Inc.*		631		62,153
Analog Devices, Inc.		231		36,343
Applied Materials, Inc. (s)		508		67,234
Broadcom, Inc. (s)		449		377,775
Intel Corp.		1,341		48,946
KLA Corp.		104		48,849
NVIDIA Corp. (s)		766		312,375
QUALCOMM, Inc.		1,302		141,905
Texas Instruments, Inc.		992		140,874
Tokyo Electron Ltd.		400		52,133

				1,288,587

*Software (2.3%)*
Adobe, Inc. (s)*		161		85,662
Intuit, Inc.		126		62,364
Microsoft Corp. (s)		2,403		812,478
Oracle Corp. (s)		816		84,374
Roper Technologies, Inc.		83		40,551
Salesforce, Inc. (s)*		380		76,316
ServiceNow, Inc.*		100		58,185

				1,219,930

*Technology Hardware, Storage & Peripherals (0.1%)*
Hewlett Packard Enterprise Co.		2,074		31,898
HP, Inc.		1,187		31,254

				63,152

Total Information Technology				3,206,232

Materials (1.4%)
*Chemicals (0.7%)*
Air Products and Chemicals, Inc.		205		57,900
Asahi Kasei Corp.		5,600		34,115
Dow, Inc.		937		45,294
Linde plc		154		58,853
LyondellBasell Industries NV, Class A		836		75,441
Nutrien Ltd.		600		32,225
Sherwin-Williams Co. (The)		184		43,831

				347,659

*Construction Materials (0.1%)*
Holcim AG		674		41,552

*Containers & Packaging (0.0%)†*
Amcor plc		3,451		30,679

See Notes to Financial Statements.

1290 FUNDS

1290 LOOMIS SAYLES MULTI-ASSET INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023



	Number of Shares		Value (Note 1)

*Metals & Mining (0.6%)*
Anglo American plc		1,353	$	34,477
BHP Group Ltd.		3,949		111,475
Freeport-McMoRan, Inc.		970		32,767
Glencore plc		9,722		51,420
Rio Tinto Ltd.		436		32,520
Rio Tinto plc		973		62,147

				324,806

Total Materials				744,696

Real Estate (0.5%)
*Health Care REITs (0.0%)†*
Healthpeak Properties, Inc. (REIT)		1,918		29,825

*Industrial REITs (0.1%)*
Prologis, Inc. (REIT)		359		36,169

*Real Estate Management & Development (0.1%)*
CK Asset Holdings Ltd.		8,000		39,973

*Residential REITs (0.2%)*
AvalonBay Communities, Inc. (REIT)		285		47,236
Camden Property Trust (REIT)		445		37,772
Equity Residential (REIT)		686		37,956

				122,964

*Specialized REITs (0.1%)*
American Tower Corp. (REIT)		168		29,936

Total Real Estate				258,867

Utilities (1.3%)
*Electric Utilities (0.8%)*
Alliant Energy Corp.		798		38,934
American Electric Power Co., Inc.		611		46,155
Duke Energy Corp.		728		64,712
Evergy, Inc.		536		26,339
Eversource Energy		283		15,222
Exelon Corp.		685		26,674
Fortis, Inc.		1,400		55,586
Iberdrola SA		5,341		59,339
NextEra Energy, Inc.		350		20,405
Xcel Energy, Inc.		691		40,956

				394,322

*Gas Utilities (0.0%)†*
Atmos Energy Corp.		184		19,809

*Multi-Utilities (0.5%)*
CMS Energy Corp.		645		35,049
DTE Energy Co.		658		63,418
National Grid plc		4,473		53,204
NiSource, Inc.		1,578		39,703
Public Service Enterprise Group, Inc.		625		38,531
Sempra		666		46,640

				276,545

*Water Utilities (0.0%)†*
Veralto Corp.*		74		5,106

Total Utilities				695,782

Total Common Stocks (37.5%) (Cost $19,707,976)				19,676,823


SHORT-TERM INVESTMENTS:
Investment Companies (1.3%)
BlackRock Liquidity FedFund, Institutional Shares 5.24% (7 day yield) (xx)		100,000		100,000

Goldman Sachs Financial Square Government Fund 5.26% (7 day yield) (xx)		100,000		100,000
Invesco Government & Agency Portfolio, Institutional Shares 5.27% (7 day yield) (xx)		503,184		503,184

Total Investment Companies				703,184


	Principal Amount		Value (Note 1)
U.S. Treasury Obligation (3.5%)
U.S. Treasury Bills 5.40%, 3/21/24 (p)	$	1,830,000		1,791,810

Total Short-Term Investments (4.8%) (Cost $2,495,086)				2,494,994

Total Investments in Securities (97.5%) (Cost $52,286,243)				51,093,678
Other Assets Less Liabilities (2.5%)				1,303,932

Net Assets (100%)			$	52,397,610

*	Non-income producing.

†	Percent shown is less than 0.05%.

§	Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may only be resold to qualified institutional buyers. At October 31, 2023, the market value of these securities amounted to $14,181,091 or 27.1% of net assets.

(e)

Step Bond - Coupon rate increases or decreases in increments to maturity. Rate disclosed is as of October 31, 2023. 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, 2023.

(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, 2023.

(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, 2023, the market value or fair value, as applicable, of these securities amounted to $782,518 or 1.5% of net assets.

(p)

Yield to maturity.

(s)

All, or a portion of security held by broker as collateral for option contracts, with a total collateral value of $2,913,499.

(x)

All or a portion of security is on loan at October 31, 2023.

(xx)

At October 31, 2023, the Fund had loaned securities with a total value of $688,346. This was collateralized by cash of $703,184 which was subsequently invested in investment companies as detailed in the Notes to the Financial Statements.

(y)

Securities are perpetual and, thus, do not have a predetermined maturity date. The coupon rate for these securities are fixed for a period of time and may be structured to adjust thereafter. The date shown, if applicable, reflects the next call date. The coupon rate shown is the rate in effect as of October 31, 2023.

See Notes to Financial Statements.

1290 FUNDS

1290 LOOMIS SAYLES MULTI-ASSET INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023

Glossary:

CLO

— Collateralized Loan Obligation

ICE

— Intercontinental Exchange

REIT

— Real Estate Investment Trust

SOFR

— Secured Overnight Financing Rate

USD

— United States Dollar

UYU

— Uruguayan Peso



Country Diversification As a Percentage of Total Net Assets
Australia	1.2	%
Brazil	0.4
Canada	1.0
Cayman Islands	1.7
Chile	0.3
Costa Rica	0.8
Denmark	0.0	#
Finland	0.0	#
France	1.1
Germany	1.6
Guatemala	0.3
Hong Kong	0.2
Ireland	0.4
Italy	0.9
Japan	1.3
Mexico	0.4
Netherlands	1.5
Nigeria	0.4
Norway	0.5
Singapore	0.2
South Africa	0.1
Spain	1.1
Sweden	0.1
Switzerland	2.1
United Kingdom	3.7
United States	75.6
Uruguay	0.6
Cash and Other	2.5

	100.0	%

#	Percent shown is less than 0.05%.

Written Call Options Contracts as of October 31, 2023 (Note 1):

Description

Counterparty

Number of
Contracts

Notional
Amount

Exercise
Price

Expiration
Date

Value ($)

S&P 500 Index

Exchange Traded

USD (2,200

)

USD 4,245.00

11/17/2023

(77,220

)

Total Written Options Contracts (Premiums Received ($197,606))

(77,220

)

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2023:

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



Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Asset-Backed Securities	$	—	$	934,670	$	—	$	934,670
Common Stocks
Communication Services		1,337,976		205,898		—		1,543,874
Consumer Discretionary		1,412,617		431,806		—		1,844,423
Consumer Staples		1,591,155		565,204		—		2,156,359
Energy		1,753,684		184,207		—		1,937,891
Financials		1,656,929		550,091		—		2,207,020
Health Care		2,447,607		417,066		—		2,864,673
Industrials		1,708,010		508,996		—		2,217,006
Information Technology		3,154,099		52,133		—		3,206,232
Materials		376,990		367,706		—		744,696
Real Estate		218,894		39,973		—		258,867
Utilities		583,239		112,543		—		695,782

See Notes to Financial Statements.

1290 FUNDS

1290 LOOMIS SAYLES MULTI-ASSET INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023



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
Convertible Bonds
Communication Services	$	—		$	54,950	$	—	$	54,950
Consumer Staples		—			119,780		—		119,780
Financials		—			50,655		—		50,655
Industrials		—			203,952		—		203,952
Corporate Bonds
Communication Services		—			1,799,348		—		1,799,348
Consumer Discretionary		—			3,036,089		—		3,036,089
Consumer Staples		—			155,154		—		155,154
Energy		—			3,254,262		—		3,254,262
Financials		—			8,444,176		—		8,444,176
Health Care		—			333,695		—		333,695
Industrials		—			3,490,031		—		3,490,031
Information Technology		—			1,797,548		—		1,797,548
Materials		—			626,768		—		626,768
Real Estate		—			317,959		—		317,959
Utilities		—			406,783		—		406,783
Foreign Government Securities		—			703,990		—		703,990
Short-Term Investments
Investment Companies		703,184			—		—		703,184
U.S. Treasury Obligation		—			1,791,810		—		1,791,810
U.S. Treasury Obligations		—			3,192,051		—		3,192,051

Total Assets	$	16,944,384		$	34,149,294	$	—	$	51,093,678

Liabilities:
Options Written
Call Options Written	$	(77,220	)	$	—	$	—	$	(77,220	)

Total Liabilities	$	(77,220	)	$	—	$	—	$	(77,220	)

Total	$	16,867,164		$	34,149,294	$	—	$	51,016,458

Fair Values of Derivative Instruments as of October 31, 2023:


	Statement of Assets and Liabilities
Derivatives Contracts^	Liability Derivatives	Fair Value
Equity contracts	Payables, Net assets – Unrealized depreciation	$	(77,220	)

Total		$	(77,220	)

The Effect of Derivative Instruments on the Statement of Operations for the year ended October 31, 2023:


Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
Derivatives Contracts^	Options Written			Forward Foreign Currency Contracts			Total
Foreign exchange contracts	$	—		$	(12,551	)	$	(12,551	)
Equity contracts		(303,013	)		—			(303,013	)

Total	$	(303,013	)	$	(12,551	)	$	(315,564	)

See Notes to Financial Statements.

1290 FUNDS

1290 LOOMIS SAYLES MULTI-ASSET INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023


Amount of Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
Derivatives Contracts^	Options Written		Total
Equity contracts	$	120,386	$	120,386

Total	$	120,386	$	120,386

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


Average Balances of Outstanding Derivative Financial Instruments
Forward foreign currency exchange contracts
Average amounts purchased — in USD	$	429,000
Options
Average value of option contracts written	$	200,000

Investment security transactions for the year ended October 31, 2023 were as follows:


Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	90,243,880
Long-term U.S. government debt securities		11,278,926

	$	101,522,806


Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	91,237,591
Long-term U.S. government debt securities		11,798,580

	$	103,036,171


Aggregate gross unrealized appreciation	$	1,356,186
Aggregate gross unrealized depreciation		(2,945,940	)

Net unrealized depreciation	$	(1,589,754	)

Federal income tax cost of investments in securities and derivative instruments, if applicable	$	52,606,212

For the year ended October 31, 2023, the Fund incurred approximately $287 as brokerage commissions with Sanford C. Bernstein & Co., LLC, an affiliated broker/dealer.

See Notes to Financial Statements.

1290 FUNDS

1290 LOOMIS SAYLES MULTI-ASSET INCOME FUND

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2023


ASSETS
Investments in Securities, at value (x) (Cost $52,286,243)	$	51,093,678
Cash		905,115
Foreign cash (Cost $138,597)		137,142
Receivable for securities sold		1,269,001
Dividends, interest and other receivables		424,086
Prepaid registration and filing fees		9,921
Securities lending income receivable		1,799
Receivable for Fund shares sold		91
Other assets		22,791

Total assets		53,863,624

LIABILITIES
Payable for return of collateral on securities loaned		703,184
Payable for securities purchased		421,235
Dividends and distributions payable		167,898
Options written, at value (Premiums received $197,606)		77,220
Payable for Fund shares repurchased		8,000
Administrative fees payable		4,797
Transfer agent fees payable		4,264
Distribution fees payable – Class A		1,110
Trustees’ fees payable		250
Distribution fees payable – Class R		72
Accrued expenses		77,984

Total liabilities		1,466,014

Commitments and contingent liabilities^
NET ASSETS	$	52,397,610

Net assets were comprised of:
Paid in capital	$	54,169,991
Total distributable earnings (loss)		(1,772,381	)

Net assets	$	52,397,610

Class A
Net asset value and redemption price per share, $4,717,201 / 479,069 shares outstanding (unlimited amount authorized: $0.001 par value)	$	9.85
Maximum sales charge (4.50% of offering price)		0.46

Maximum offering price per share	$	10.31

Class I
Net asset value, offering and redemption price per share, $47,512,168 / 4,821,119 shares outstanding (unlimited amount authorized: $0.001 par value)	$	9.86

Class R
Net asset value, offering and redemption price per share, $168,241 / 17,101 shares outstanding (unlimited amount authorized: $0.001 par value)	$	9.84

(x)

Includes value of securities on loan of $688,346.

^	See Note 2 in Notes to the Financial Statements.

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2023


INVESTMENT INCOME
Interest (net of $4,470 foreign withholding tax)	$	2,255,194
Dividends (net of $24,165 foreign withholding tax)		707,612
Securities lending (net)		17,219

Total income		2,980,025

EXPENSES
Investment advisory fees		346,154
Professional fees		106,799
Administrative fees		79,883
Custodian fees		53,700
Registration and filing fees		37,851
Transfer agent fees		36,201
Printing and mailing expenses		24,031
Distribution fees – Class A		12,561
Trustees’ fees		1,543
Distribution fees – Class R		869
Miscellaneous		21,066

Gross expenses		720,658
Waiver from investment adviser		(282,902	)

Net expenses		437,756

NET INVESTMENT INCOME (LOSS)		2,542,269

REALIZED AND UNREALIZED GAIN (LOSS)
Realized gain (loss) on:
Investments in securities		(423,241	)
Forward foreign currency contracts		(12,551	)
Foreign currency transactions		10,577
Options written		(303,013	)

Net realized gain (loss)		(728,228	)

Change in unrealized appreciation (depreciation) on:
Investments in securities		938,895
Foreign currency translations		(342	)
Options written		120,386

Net change in unrealized appreciation (depreciation)		1,058,939

NET REALIZED AND UNREALIZED GAIN (LOSS)		330,711

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	2,872,980

See Notes to Financial Statements.

1290 FUNDS

1290 LOOMIS SAYLES MULTI-ASSET INCOME FUND

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended October 31,
	2023			2022
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	2,542,269		$	1,034,956
Net realized gain (loss)		(728,228	)		1,479,876
Net change in unrealized appreciation (depreciation)		1,058,939			(9,957,838	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		2,872,980			(7,443,006	)

Distributions to shareholders:
Class A		(312,109	)		(540,321	)
Class I		(3,146,117	)		(7,375,626	)
Class R		(10,601	)		(20,118	)

Total distributions to shareholders		(3,468,827	)		(7,936,065	)

CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 131,157 and 108,775 shares, respectively ]		1,338,627			1,197,094
Capital shares issued in reinvestment of dividends [ 29,795 and 47,161 shares, respectively ]		304,713			527,259
Capital shares repurchased [ (131,295) and (113,366) shares , respectively]		(1,318,618	)		(1,232,204	)

Total Class A transactions		324,722			492,149

Class I
Capital shares sold [ 350,088 and 112,024 shares, respectively ]		3,576,903			1,187,510
Capital shares issued in reinvestment of dividends [ 30,352 and 67,812 shares, respectively ]		310,310			762,467
Capital shares repurchased [ (217,232) and (1,089,258) shares , respectively]		(2,211,946	)		(11,392,348	)

Total Class I transactions		1,675,267			(9,442,371	)

Class R
Capital shares sold [ 194 and 352 shares, respectively ]		1,982			3,719
Capital shares issued in reinvestment of dividends [ 428 and 675 shares, respectively ]		4,367			7,552
Capital shares repurchased [ (402) and (71) shares , respectively]		(4,111	)		(823	)

Total Class R transactions		2,238			10,448

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		2,002,227			(8,939,774	)

TOTAL INCREASE (DECREASE) IN NET ASSETS		1,406,380			(24,318,845	)
NET ASSETS:
Beginning of year		50,991,230			75,310,075

End of year	$	52,397,610		$	50,991,230

See Notes to Financial Statements.

1290 FUNDS

1290 LOOMIS SAYLES MULTI-ASSET INCOME FUND

FINANCIAL HIGHLIGHTS


	Year Ended October 31,
Class A	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	9.94		$	12.54		$	11.47		$	11.23		$	10.61

Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.46			0.16			0.07			0.12			0.18
Net realized and unrealized gain (loss)		0.10			(1.46	)		1.91			0.70			0.91

Total from investment operations		0.56			(1.30	)		1.98			0.82			1.09

Less distributions:
Dividends from net investment income		(0.45	)		(0.24	)		(0.12	)		(0.18	)		(0.17	)
Distributions from net realized gains		(0.20	)		(1.06	)		(0.79	)		(0.40	)		(0.30	)

Total dividends and distributions		(0.65	)		(1.30	)		(0.91	)		(0.58	)		(0.47	)

Net asset value, end of year	$	9.85		$	9.94		$	12.54		$	11.47		$	11.23

Total return		5.53	%		(11.35	)%		18.12	%		7.64	%		10.73	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	4,717		$	4,469		$	5,104		$	3,520		$	2,081
Ratio of expenses to average net assets:
After waivers (f)		1.05	%		1.14	%(j)		1.16	%(k)		1.16	%(k)		1.15	%(k)
Before waivers (f)		1.58	%		1.68	%		1.48	%		1.61	%		1.67	%
Ratio of net investment income (loss) to average net assets:
After waivers (f)		4.55	%		1.52	%(x)		0.59	%(x)		1.05	%(x)		1.70	%(x)
Before waivers (f)		4.01	%		0.98	%(x)		0.28	%(x)		0.60	%(x)		1.19	%(x)
Portfolio turnover rate^		202	%		255	%*		106	%		131	%		63	%

	Year Ended October 31,
Class I	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	9.95		$	12.57		$	11.49		$	11.25		$	10.63

Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.49			0.18			0.10			0.15			0.21
Net realized and unrealized gain (loss)		0.09			(1.45	)		1.92			0.70			0.91

Total from investment operations		0.58			(1.27	)		2.02			0.85			1.12

Less distributions:
Dividends from net investment income		(0.47	)		(0.29	)		(0.15	)		(0.21	)		(0.20	)
Distributions from net realized gains		(0.20	)		(1.06	)		(0.79	)		(0.40	)		(0.30	)

Total dividends and distributions		(0.67	)		(1.35	)		(0.94	)		(0.61	)		(0.50	)

Net asset value, end of year	$	9.86		$	9.95		$	12.57		$	11.49		$	11.25

Total return		5.77	%		(11.10	)%		18.47	%		7.89	%		11.00	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	47,512		$	46,354		$	70,007		$	62,303		$	59,997
Ratio of expenses to average net assets:
After waivers (f)		0.80	%		0.89	%(j)		0.91	%(k)		0.91	%(k)		0.90	%(k)
Before waivers (f)		1.33	%		1.40	%		1.23	%		1.36	%		1.42	%
Ratio of net investment income (loss) to average net assets:
After waivers (f)		4.80	%		1.66	%(x)		0.85	%(x)		1.35	%(x)		1.95	%(x)
Before waivers (f)		4.27	%		1.15	%(x)		0.53	%(x)		0.89	%(x)		1.43	%(x)
Portfolio turnover rate^		202	%		255	%*		106	%		131	%		63	%

See Notes to Financial Statements.

1290 FUNDS

1290 LOOMIS SAYLES MULTI-ASSET INCOME FUND

FINANCIAL HIGHLIGHTS (Continued)


	Year Ended October 31,
Class R	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	9.94		$	12.51		$	11.44		$	11.21		$	10.59

Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.44			0.13			0.04			0.09			0.15
Net realized and unrealized gain (loss)		0.08			(1.45	)		1.92			0.70			0.91

Total from investment operations		0.52			(1.32	)		1.96			0.79			1.06

Less distributions:
Dividends from net investment income		(0.42	)		(0.19	)		(0.10	)		(0.16	)		(0.14	)
Distributions from net realized gains		(0.20	)		(1.06	)		(0.79	)		(0.40	)		(0.30	)

Total dividends and distributions		(0.62	)		(1.25	)		(0.89	)		(0.56	)		(0.44	)

Net asset value, end of year	$	9.84		$	9.94		$	12.51		$	11.44		$	11.21

Total return		5.18	%		(11.52	)%		17.87	%		7.30	%		10.46	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	168		$	168		$	199		$	179		$	168
Ratio of expenses to average net assets:
After waivers (f)		1.30	%		1.39	%(j)		1.41	%(k)		1.41	%(k)		1.40	%(k)
Before waivers (f)		1.83	%		1.93	%		1.73	%		1.86	%		1.92	%
Ratio of net investment income (loss) to average net assets:
After waivers (f)		4.30	%		1.26	%(x)		0.35	%(x)		0.84	%(x)		1.44	%(x)
Before waivers (f)		3.77	%		0.72	%(x)		0.03	%(x)		0.39	%(x)		0.93	%(x)
Portfolio turnover rate^		202	%		255	%*		106	%		131	%		63	%

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

^	Portfolio turnover rate excludes derivatives, if any.

(e)

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

(f)

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

(j)

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

(k)

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

(x)

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

See Notes to Financial Statements.

1290 MULTI-ALTERNATIVE STRATEGIES FUND (Unaudited)

INVESTMENT ADVISER

_Ø

Equitable Investment Management, LLC

PERFORMANCE RESULTS

LOGO



Annualized Total Returns as of 10/31/23

		1 Year			5 Years			Since Incept.
Fund – Class A Shares*	without Sales Charge		1.48	%		0.25	%		0.35	%
	with Sales Charge (a)		(4.11	)		(0.87	)		(0.33	)
Fund – Class I Shares*			1.63			0.48			0.59
Fund – Class R Shares*			1.10			0.00			0.09
ICE BofA U.S. 3-Month Treasury Bill Index			4.80			1.78			1.39

* 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 graph illustrates comparative performance for $10,000 invested in the Class I shares of the 1290 Multi-Alternative Strategies Fund and the ICE BofA U.S. 3-Month Treasury Bill Index from 7/6/15 to 10/31/23. The performance of the ICE BofA 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 BofA 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, 2023, the gross expense ratios for Class A, I and R shares were 2.31%, 2.06% and 2.56%, respectively. The net expense ratios for Class A, I and R shares were 1.10%, 0.85% and 1.35%, respectively. The net expense ratios reflect the Adviser’s decision to contractually limit expenses through April 30, 2024. 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 1.63% for the year ended October 31, 2023. The Fund’s benchmark, the ICE BofA U.S. 3-Month Treasury Bill Index, returned 4.80% over the same year.

Overview

The global markets reflected conflicting expectations for central bank interest-rate policies and global economic resilience in the face of higher inflation, rising borrowing costs and an uneven recovery from the stresses of COVID-19.

Alternative sectors and strategies reflected the same pressures faced by conventional equities and bonds, as concerns vacillated between optimism over the direction of inflation and interest rates, and concern over the impact of higher interest rates on economic activity. On balance, the Fund’s gains from sectors that benefitted from robust economic activity were offset by losses in those that were hampered by higher inflation and interest rates.

Fund Highlights

What helped performance during the year?

•

The Fund’s allocation to commodities (mainly precious metals) was the top contributor as investors sought out protection from geopolitical events and industrial demand drove prices higher.

•

The Fund’s allocation to Long/Short Equity added to performance with the main contributor coming from long exposure to large, online technology retailers.

What hurt performance during the year?

•

Managed futures exposure detracted as price action reversals and uncertainty across global markets made trend-following difficult.

•

Exposure to global real estate detracted as higher interest rates, inflation, and volatility drove up risk premiums throughout the asset class.

1290 MULTI-ALTERNATIVE STRATEGIES FUND (Unaudited)



Table by Asset Class (as a percentage of Total Investments in Securities)

As of October 31, 2023
Fixed Income	26.3	%
Equity	26.2
Alternatives	24.7
Commodity	12.2
Investment Company	10.6



Top 10 Holdings (as a percentage of Total Investments in Securities)

As of October 31, 2023
iShares Convertible Bond ETF	14.1	%
iMGP DBi Managed Futures Strategy ETF	13.0
Vanguard Short-Term Inflation-Protected Securities ETF	12.2
IQ Merger Arbitrage ETF	11.8
Invesco Government & Agency Portfolio, Institutional Shares	10.1
JPMorgan Equity Premium Income ETF	10.1
Invesco DB Precious Metals Fund	6.4
iShares Core US REIT ETF	5.5
Vanguard Global ex-U.S. Real Estate ETF	5.5
JPMorgan Nasdaq Equity Premium Income ETF	5.1

Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

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

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2023 and held for the entire six-month period.

Actual Expenses

Hypothetical Example for Comparison Purposes

EXAMPLE



	Beginning Account Value 5/1/23		Ending Account Value 10/31/23		Expenses Paid During Period* 5/1/23 - 10/31/23
Class A
Actual		$1,000.00		$998.80		$5.54
Hypothetical (5% average annual return before expenses)		1,000.00		1,019.66		5.60
Class I
Actual		1,000.00		998.80		4.28
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.92		4.33
Class R
Actual		1,000.00		996.50		6.78
Hypothetical (5% average annual return before expenses)		1,000.00		1,018.41		6.86

* Expenses are equal to the Fund’s A, I and R shares annualized expense ratio of 1.10%, 0.85% and 1.35%, respectively, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

1290 FUNDS

1290 MULTI-ALTERNATIVE STRATEGIES FUND

PORTFOLIO OF INVESTMENTS

October 31, 2023



	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Alternatives (27.5%)
iMGP DBi Managed Futures Strategy ETF (x)		69,260	$	1,993,995
IQ Merger Arbitrage ETF*		57,370		1,805,434

Total Alternatives				3,799,429

Commodity (13.6%)
Invesco DB Agriculture Fund		20,750		456,708
Invesco DB Energy Fund		19,500		437,385
Invesco DB Precious Metals Fund		19,380		980,240

Total Commodity				1,874,333

Equity (29.0%)
iShares Core US REIT ETF (x)		18,710		843,447
JPMorgan Equity Premium Income ETF (x)		29,550		1,554,921
JPMorgan Nasdaq Equity Premium Income ETF (x)		16,840		777,334
Vanguard Global ex-U.S. Real Estate ETF (x)		22,440		839,032

Total Equity				4,014,734

Fixed Income (29.2%)
iShares Convertible Bond ETF		30,480		2,160,423
Vanguard Short-Term Inflation-Protected Securities ETF		39,710		1,871,929

Total Fixed Income				4,032,352

Total Exchange Traded Funds (99.3%) (Cost $14,591,176)				13,720,848

SHORT-TERM INVESTMENTS:
Investment Companies (11.8%)
Dreyfus Treasury Obligations Cash Management Fund 5.24% (7 day yield) (xx)		68,519		68,519
Invesco Government & Agency Portfolio, Institutional Shares 5.27% (7 day yield) (xx)		1,555,763		1,555,763

Total Investment Companies				1,624,282

Total Short-Term Investments (11.8%) (Cost $1,624,282)				1,624,282

Total Investments in Securities (111.1%) (Cost $16,215,458)				15,345,130
Other Assets Less Liabilities (-11.1%)				(1,533,570	)

Net Assets (100%)			$	13,811,560

*	Non-income producing.

(x)

All or a portion of security is on loan at October 31, 2023.

(xx)

At October 31, 2023, the Fund had loaned securities with a total value of $1,702,363. This was collateralized by $104,888 of various U.S. Government Treasury Securities, ranging from 0.125% - 5.538%, maturing 1/15/24 - 2/15/51 and by cash of $1,624,282 which was subsequently invested in investment companies as detailed in the Notes to the Financial Statements.

Glossary:

REIT

— Real Estate Investment Trust

Investments in companies which were affiliates for the year ended October 31, 2023, were as follows:


Security Description	Shares at October 31, 2023		Market Value October 31, 2022 ($)		Purchases at Cost ($)		Proceeds from Sales ($)			Net Realized Gain (Loss) ($)			Change in Unrealized Appreciation/ (Depreciation) ($)		Market Value October 31, 2023 ($)		Dividend/ Interest Income ($)		Capital Gain Distributions ($)
EXCHANGE TRADED FUNDS (ETF):
Alternatives
ProShares Long Online/Short Stores ETF		—		739,937		—		(879,050	)		(424,659	)		563,772		—		—		—

See Notes to Financial Statements.

1290 FUNDS

1290 MULTI-ALTERNATIVE STRATEGIES FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2023:

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



Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	13,720,848	$	—	$	—	$	13,720,848
Short-Term Investments
Investment Companies		1,624,282		—		—		1,624,282

Total Assets	$	15,345,130	$	—	$	—	$	15,345,130

Total Liabilities	$	—	$	—	$	—	$	—

Total	$	15,345,130	$	—	$	—	$	15,345,130

The Fund held no derivatives contracts during the year ended October 31, 2023.

Investment security transactions for the year ended October 31, 2023 were as follows:


Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	9,809,352
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	8,653,407


Aggregate gross unrealized appreciation	$	159,449
Aggregate gross unrealized depreciation		(1,764,641	)

Net unrealized depreciation	$	(1,605,192	)

Federal income tax cost of investments in securities and derivative instruments, if applicable	$	16,950,322

See Notes to Financial Statements.

1290 FUNDS

1290 MULTI-ALTERNATIVE STRATEGIES FUND

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2023


ASSETS
Investments in Securities, at value (x) (Cost $16,215,458)	$	15,345,130
Cash		106,491
Prepaid registration and filing fees		14,885
Receivable for Fund shares sold		7,908
Receivable from investment adviser		3,223
Securities lending income receivable		444
Other assets		100

Total assets		15,478,181

LIABILITIES
Payable for return of collateral on securities loaned		1,624,282
Transfer agent fees payable		1,303
Distribution fees payable – Class A		71
Distribution fees payable – Class R		49
Trustees’ fees payable		44
Accrued expenses		40,872

Total liabilities		1,666,621

Commitments and contingent liabilities^
NET ASSETS	$	13,811,560

Net assets were comprised of:
Paid in capital	$	16,015,939
Total distributable earnings (loss)		(2,204,379	)

Net assets	$	13,811,560

Class A
Net asset value and redemption price per share, $334,537 / 38,695 shares outstanding (unlimited amount authorized: $0.001 par value)	$	8.65
Maximum sales charge (5.50% of offering price)		0.50

Maximum offering price per share	$	9.15

Class I
Net asset value, offering and redemption price per share, $13,361,381 / 1,542,382 shares outstanding (unlimited amount authorized: $0.001 par value)	$	8.66

Class R
Net asset value, offering and redemption price per share, $115,642 / 13,452 shares outstanding (unlimited amount authorized: $0.001 par value)	$	8.60

(x)

Includes value of securities on loan of $1,702,363.

^	See Note 2 in Notes to the Financial Statements.

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2023


INVESTMENT INCOME
Dividends	$	258,704
Interest		4,469
Securities lending (net)		11,349

Total income		274,522

EXPENSES
Investment advisory fees		66,126
Professional fees		49,936
Registration and filing fees		31,498
Administrative fees		30,000
Transfer agent fees		28,200
Printing and mailing expenses		15,955
Custodian fees		6,000
Distribution fees – Class A		989
Distribution fees – Class R		628
Trustees’ fees		380
Miscellaneous		7,154

Gross expenses		236,866
Less: Waiver from investment adviser		(96,126	)
Reimbursement from investment adviser		(26,715	)

Net expenses		114,025

NET INVESTMENT INCOME (LOSS)		160,497

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities ($(424,659) realized gain (loss) from affiliates)		(950,553	)
Net change in unrealized appreciation (depreciation) on investments in securities ($563,772 of change in unrealized appreciation (depreciation) from affiliates)		995,666

NET REALIZED AND UNREALIZED GAIN (LOSS)		45,113

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	205,610

See Notes to Financial Statements.

1290 FUNDS

1290 MULTI-ALTERNATIVE STRATEGIES FUND

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended October 31,
	2023			2022
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	160,497		$	251,984
Net realized gain (loss)		(950,553	)		(229,458	)
Net change in unrealized appreciation (depreciation)		995,666			(2,219,996	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		205,610			(2,197,470	)

Distributions to shareholders:
Class A		(11,013	)		(61,473	)
Class I		(335,910	)		(1,528,806	)
Class R		(2,987	)		(14,470	)

Total distributions to shareholders		(349,910	)		(1,604,749	)

CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 8,423 and 1,395 shares, respectively ]		72,435			12,851
Capital shares issued in reinvestment of dividends [ 1,008 and 5,213 shares, respectively ]		8,798			51,140
Capital shares repurchased [ (21,036) and (15,796) shares, respectively]		(185,838	)		(152,199	)

Total Class A transactions		(104,605	)		(88,208	)

Class I
Capital shares sold [ 363,062 and 167,874 shares, respectively ]		3,174,290			1,614,312
Capital shares issued in reinvestment of dividends [ 10,989 and 50,070 shares, respectively ]		95,937			491,182
Capital shares repurchased [ (208,932) and (262,372) shares, respectively]		(1,836,161	)		(2,468,330	)

Total Class I transactions		1,434,066			(362,836	)

Class R
Capital shares sold [ 1,098 and 3,306 shares, respectively ]		9,495			30,745
Capital shares issued in reinvestment of dividends [ 116 and 449 shares, respectively ]		1,005			4,393
Capital shares repurchased [ (2,826) and (5,334) shares, respectively]		(24,515	)		(52,577	)

Total Class R transactions		(14,015	)		(17,439	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		1,315,446			(468,483	)

TOTAL INCREASE (DECREASE) IN NET ASSETS		1,171,146			(4,270,702	)
NET ASSETS:
Beginning of year		12,640,414			16,911,116

End of year	$	13,811,560		$	12,640,414

See Notes to Financial Statements.

1290 FUNDS

1290 MULTI-ALTERNATIVE STRATEGIES FUND

FINANCIAL HIGHLIGHTS


	Year Ended October 31,
Class A	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	8.74		$	11.27		$	9.92		$	10.32		$	10.02

Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.09			0.15			0.26			0.10			0.11
Net realized and unrealized gain (loss)		0.04			(1.65	)		1.15			(0.30	)		0.28

Total from investment operations		0.13			(1.50	)		1.41			(0.20	)		0.39

Less distributions:
Dividends from net investment income		(0.22	)		(0.16	)		(0.06	)		(0.20	)		(0.04	)
Distributions from net realized gains		—			(0.87	)		—			—			(0.05	)

Total dividends and distributions		(0.22	)		(1.03	)		(0.06	)		(0.20	)		(0.09	)

Net asset value, end of year	$	8.65		$	8.74		$	11.27		$	9.92		$	10.32

Total return		1.48	%		(14.28	)%		14.24	%		(2.01	)%		3.98	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	335		$	440		$	670		$	556		$	627
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		1.10	%		1.10	%		1.13	%(j)		1.06	***(k)		1.07	%**(o)
Before waivers and reimbursements (f)		2.01	%		1.86	%		1.78	%		1.97	%		1.89	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (f)		1.07	%		1.55	%		2.34	%(x)		1.03	%(x)		1.12	%(x)
Before waivers and reimbursements (f)		0.16	%		0.79	%		1.69	%(x)		0.12	%(x)		0.30	%(x)
Portfolio turnover rate^		66	%		26	%		66	%		15	%		8	%

	Year Ended October 31,
Class I	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	8.76		$	11.29		$	9.94		$	10.34		$	10.04

Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.11			0.17			0.27			0.13			0.13
Net realized and unrealized gain (loss)		0.03			(1.64	)		1.16			(0.31	)		0.29

Total from investment operations		0.14			(1.47	)		1.43			(0.18	)		0.42

Less distributions:
Dividends from net investment income		(0.24	)		(0.19	)		(0.08	)		(0.22	)		(0.07	)
Distributions from net realized gains		—			(0.87	)		—			—			(0.05	)

Total dividends and distributions		(0.24	)		(1.06	)		(0.08	)		(0.22	)		(0.12	)

Net asset value, end of year	$	8.66		$	8.76		$	11.29		$	9.94		$	10.34

Total return		1.63	%		(14.04	)%		14.48	%		(1.76	)%		4.25	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	13,361		$	12,070		$	16,054		$	13,776		$	17,783
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.85	%		0.85	%		0.88	%(j)		0.81	***(k)		0.82	%**(o)
Before waivers and reimbursements (f)		1.78	%		1.61	%		1.53	%		1.71	%		1.63	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (f)		1.22	%		1.75	%		2.45	%(x)		1.36	%(x)		1.32	%(x)
Before waivers and reimbursements (f)		0.29	%		0.99	%		1.80	%(x)		0.46	%(x)		0.50	%(x)
Portfolio turnover rate^		66	%		26	%		66	%		15	%		8	%

See Notes to Financial Statements.

1290 FUNDS

1290 MULTI-ALTERNATIVE STRATEGIES FUND

FINANCIAL HIGHLIGHTS (Continued)


	Year Ended October 31,
Class R	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	8.70		$	11.21		$	9.87		$	10.27		$	9.97

Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.07			0.12			0.21			0.06			0.08
Net realized and unrealized gain (loss)		0.03			(1.62	)		1.16			(0.29	)		0.29

Total from investment operations		0.10			(1.50	)		1.37			(0.23	)		0.37

Less distributions:
Dividends from net investment income		(0.20	)		(0.14	)		(0.03	)		(0.17	)		(0.02	)
Distributions from net realized gains		—			(0.87	)		—			—			(0.05	)

Total dividends and distributions		(0.20	)		(1.01	)		(0.03	)		(0.17	)		(0.07	)

Net asset value, end of year	$	8.60		$	8.70		$	11.21		$	9.87		$	10.27

Total return		1.10	%		(14.39	)%		13.95	%		(2.27	)%		3.74	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	116		$	131		$	187		$	136		$	116
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		1.35	%		1.35	%		1.38	%(j)		1.31	***(k)		1.32	%**(o)
Before waivers and reimbursements (f)		2.27	%		2.11	%		2.03	%		2.23	%		2.13	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (f)		0.77	%		1.25	%		1.96	%(x)		0.65	%(x)		0.78	%(x)
Before waivers and reimbursements (f)		(0.15	)%		0.48	%		1.31	%(x)		(0.26	)%(x)		(0.04	)%(x)
Portfolio turnover rate ^		66	%		26	%		66	%		15	%		8	%

**	Includes Tax expense of 0.04.

***	Includes Tax expense of 0.01.

^	Portfolio turnover rate excludes derivatives, if any.

(e)

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

(f)

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

(j)

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

(k)

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

(o)

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

(x)

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

See Notes to Financial Statements.

1290 RETIREMENT 2020 FUND (Unaudited)

INVESTMENT ADVISER

_Ø

Equitable Investment Management, LLC

PERFORMANCE RESULTS

LOGO



Annualized Total Returns as of 10/31/23

	1 Year			5 Years			Since Incept.
Fund – Class I Shares*		2.52	%		3.07	%		3.31	%
S&P Target Date 2020 Index		4.80			3.90			3.97

* Date of inception 2/27/17. Returns for periods greater than one year are annualized.

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 10/31/23. 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, 2023, the gross expense ratio including acquired fund fees for Class I shares was 1.96%. 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, 2024. 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 2.52% for the year ended October 31, 2023. The Fund’s benchmark, the S&P Target Date 2020 Index, returned 4.80% over the same year.

Overview

Market notes

The Fund’s asset allocation covers the global equity and bond markets, and includes positions in low-volatility securities. The global markets reflected conflicting expectations for central bank interest-rate policies and global economic resilience in the face of higher inflation, rising borrowing costs and an uneven global recovery from the stresses of the COVID-19 and post-COVID era.

U.S. large-cap stocks delivered positive returns of 10.1% for the 12-month period ending 10/31/23 for the S&P 500 Index, with the bulk of gains attributable to a handful of mega-cap technology stocks. U.S. small-cap stocks fell sharply, with the Russell 2000 Index down 8.6% for the period. The rest of the developed world outpaced the U.S., with a 14.4% rise in the MSCI EAFE Index. Low-volatility stock returns in both the U.S. and the rest of the world were muted, with the MSCI All Country World Minimum Volatility Index up only 3.6%. Turning to the fixed-income markets, U.S. bonds contributed a 0.4% increase from the Bloomberg U.S. Aggregate Bond Index, with more substantial rewards further out the credit spectrum as the ICE BofA U.S. High Yield Index rose 5.9%.

What helped performance during the year?

•

In terms of equity, the Fund’s 46% allocation to equities contributed 86% of total return from an absolute perspective. The top contributors within equities were U.S. large-cap stocks and developed-world (international) equities.

•

The Fund’s 54% allocation to bonds contributed only 14% of total absolute return, mainly from exposure to U.S. high-yield bonds and short-duration government and corporate securities.

What hurt performance during the year?

•

Low-volatility exposure detracted across domestic, international, and emerging equity markets with market cap methodologies leading low volatility methodologies over the year.

•

Holding less exposure to short duration securities than the benchmark in a rising rate environment hurt relative performance.

1290 RETIREMENT 2020 FUND (Unaudited)



Table by Asset Class (as a percentage of Total Investments in Securities)

As of October 31, 2023
Fixed Income	49.7	%
Equity	39.3
Investment Company	11.0



Top 10 Holdings (as a percentage of Total Investments in Securities)

As of October 31, 2023
iShares Core U.S. Aggregate Bond ETF	28.0	%
iShares Core S&P Total US Stock Market ETF	13.8
Invesco Government & Agency Portfolio, Institutional Shares	7.7
iShares TIPS Bond ETF	7.5
Vanguard Short-Term Bond ETF	6.5
iShares Core MSCI EAFE ETF	5.1
iShares MSCI USA Min Vol Factor ETF	4.8
Invesco S&P 500 Low Volatility ETF	4.8
Vanguard Total International Bond ETF	4.2
iShares Broad USD High Yield Corporate Bond ETF	3.6
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

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

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

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2023 and held for the entire six-month period.

Actual Expenses

Hypothetical Example for Comparison Purposes

EXAMPLE



	Beginning Account Value 5/1/23		Ending Account Value 10/31/23		Expenses Paid During Period* 5/1/23 - 10/31/23
Class I
Actual		$1,000.00		$958.10		$2.73
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.41		2.82

* Expenses are equal to the Fund’s I shares annualized expense ratio of 0.55%, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

1290 FUNDS

1290 RETIREMENT 2020 FUND

PORTFOLIO OF INVESTMENTS

October 31, 2023



	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Equity (44.0%)
Invesco S&P 500 Low Volatility ETF		6,140	$	358,453
Invesco S&P Emerging Markets Low Volatility ETF		1,170		25,740
Invesco S&P International Developed Low Volatility ETF		7,530		194,349
Invesco S&P MidCap Low Volatility ETF		4,010		193,331
Invesco S&P SmallCap Low Volatility ETF		1,860		71,331
iShares Core MSCI EAFE ETF		6,090		379,773
iShares Core MSCI Emerging Markets ETF		1,050		48,237
iShares Core S&P Total US Stock Market ETF		11,240		1,030,371
iShares MSCI EAFE Min Vol Factor ETF		2,960		189,618
iShares MSCI Emerging Markets Min Vol Factor ETF		450		23,274
iShares MSCI USA Min Vol Factor ETF		5,000		358,750
SPDR SSGA US Small Cap Low Volatility Index ETF		770		73,051

Total Equity				2,946,278

Fixed Income (55.6%)
iShares Broad USD High Yield Corporate Bond ETF (x)		7,910		270,443
iShares Core U.S. Aggregate Bond ETF (x)		22,670		2,092,668
iShares TIPS Bond ETF		5,430		558,204
Vanguard Short-Term Bond ETF		6,450		483,879
Vanguard Total International Bond ETF		6,540		311,827

Total Fixed Income				3,717,021

Total Exchange Traded Funds (99.6%) (Cost $7,205,304)				6,663,299

SHORT-TERM INVESTMENTS:
Investment Companies (12.3%)
BlackRock Liquidity FedFund, Institutional Shares 5.24% (7 day yield) (xx)		75,000		75,000
Dreyfus Treasury Obligations Cash Management Fund 5.24% (7 day yield) (xx)		100,000		100,000
Goldman Sachs Financial Square Government Fund 5.26% (7 day yield) (xx)		70,000		70,000
Invesco Government & Agency Portfolio, Institutional Shares 5.27% (7 day yield) (xx)		574,452		574,452

Total Investment Companies				819,452

Total Short-Term Investments (12.3%) (Cost $819,452)				819,452

Total Investments in Securities (111.9%) (Cost $8,024,756)				7,482,751
Other Assets Less Liabilities (-11.9%)				(794,605	)

Net Assets (100%)			$	6,688,146

(x)

All or a portion of security is on loan at October 31, 2023.

(xx)

At October 31, 2023, the Fund had loaned securities with a total value of $1,029,049. This was collateralized by $230,469 of various U.S. Government Treasury Securities, ranging from 0.000% - 6.125%, maturing 11/7/23 - 11/15/52 and by cash of $819,452 which was subsequently invested in investment companies as detailed in the Notes to the Financial Statements.

Glossary:

TIPS

— Treasury Inflation Protected Security

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2023:

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



Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	6,663,299	$	—	$	—	$	6,663,299
Short-Term Investments
Investment Companies		819,452		—		—		819,452

Total Assets	$	7,482,751	$	—	$	—	$	7,482,751

Total Liabilities	$	—	$	—	$	—	$	—

Total	$	7,482,751	$	—	$	—	$	7,482,751

The Fund held no derivatives contracts during the year ended October 31, 2023.

See Notes to Financial Statements.

1290 FUNDS

1290 RETIREMENT 2020 FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023

Investment security transactions for the year ended October 31, 2023 were as follows:


Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	352,935
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	1,654,851


Aggregate gross unrealized appreciation	$	248,007
Aggregate gross unrealized depreciation		(852,960	)

Net unrealized depreciation	$	(604,953	)

Federal income tax cost of investments in securities and derivative instruments, if applicable	$	8,087,704

See Notes to Financial Statements.

1290 FUNDS

1290 RETIREMENT 2020 FUND

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2023


ASSETS
Investments in Securities, at value (x) (Cost $8,024,756)	$	7,482,751
Cash		52,471
Receivable from investment adviser		7,170
Prepaid registration and filing fees		4,640
Receivable for Fund shares sold		1,831
Securities lending income receivable		335
Other assets		86

Total assets		7,549,284

LIABILITIES
Payable for return of collateral on securities loaned		819,452
Accrued professional fees		36,876
Transfer agent fees payable		1,750
Trustees’ fees payable		61
Accrued expenses		2,999

Total liabilities		861,138

Commitments and contingent liabilities^

NET ASSETS	$	6,688,146

Net assets were comprised of:
Paid in capital	$	7,085,410
Total distributable earnings (loss)		(397,264	)

Net assets	$	6,688,146

Class I
Net asset value, offering and redemption price per share, $6,688,146 / 696,683 shares outstanding (unlimited amount authorized: $0.001 par value)	$	9.60

(x)

Includes value of securities on loan of $1,029,049.

^	See Note 2 in Notes to the Financial Statements.

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2023


INVESTMENT INCOME
Dividends	$	206,461
Interest		1,810
Securities lending (net)		6,544

Total income		214,815

EXPENSES
Professional fees		45,904
Investment advisory fees		38,831
Administrative fees		30,000
Registration and filing fees		19,544
Printing and mailing expenses		12,523
Transfer agent fees		11,200
Custodian fees		5,800
Trustees’ fees		236
Miscellaneous		5,260

Gross expenses		169,298
Less: Waiver from investment adviser		(68,831	)
Reimbursement from investment adviser		(57,383	)

Net expenses		43,084

NET INVESTMENT INCOME (LOSS)		171,731

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		87,190
Net change in unrealized appreciation (depreciation) on investments in securities		10,000

NET REALIZED AND UNREALIZED GAIN (LOSS)		97,190

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	268,921

See Notes to Financial Statements.

1290 FUNDS

1290 RETIREMENT 2020 FUND

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended October 31,
	2023			2022
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)		171,731		$	210,786
Net realized gain (loss)		87,190			560,795
Net change in unrealized appreciation (depreciation)		10,000			(2,153,728	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		268,921			(1,382,147	)

Distributions to shareholders:
Class I		(774,969	)		(629,769	)

CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 39,358 and 128,678 shares, respectively ]		390,126			1,497,807
Capital shares issued in reinvestment of dividends [ 66,431 and 39,292 shares, respectively ]		653,020			473,869
Capital shares repurchased [ (174,676) and (418,154) shares, respectively]		(1,754,007	)		(4,864,426	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		(710,861	)		(2,892,750	)

TOTAL INCREASE (DECREASE) IN NET ASSETS		(1,216,909	)		(4,904,666	)
NET ASSETS:
Beginning of year		7,905,055			12,809,721

End of year	$	6,688,146		$	7,905,055

See Notes to Financial Statements.

1290 FUNDS

1290 RETIREMENT 2020 FUND

FINANCIAL HIGHLIGHTS


	Year Ended October 31,
Class I	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	10.33		$	12.61		$	11.30		$	11.57		$	10.49

Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.22			0.25			0.17			0.22			0.23
Net realized and unrealized gain (loss)		0.07			(1.91	)		1.60			(0.10	)		1.05

Total from investment operations		0.29			(1.66	)		1.77			0.12			1.28

Less distributions:
Dividends from net investment income		(0.27	)		(0.15	)		(0.20	)		(0.24	)		(0.15	)
Distributions from net realized gains		(0.75	)		(0.47	)		(0.26	)		(0.15	)		(0.05	)

Total dividends and distributions		(1.02	)		(0.62	)		(0.46	)		(0.39	)		(0.20	)

Net asset value, end of year	$	9.60		$	10.33		$	12.61		$	11.30		$	11.57

Total return		2.52	%		(13.85	)%		15.99	%		1.03	%		12.37	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	6,688		$	7,905		$	12,810		$	12,168		$	10,791
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.55	%(j)		0.55	%(j)		0.54	%(j)		0.53	%**(j)		0.54	%(j)
Before waivers and reimbursements (f)		2.18	%		1.86	%		1.60	%		1.93	%		2.09	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (f)(x)		2.21	%		2.18	%		1.38	%		1.95	%		2.10	%
Before waivers and reimbursements (f)(x)		0.59	%		0.87	%		0.31	%		0.56	%		0.55	%
Portfolio turnover rate^		5	%		13	%		17	%		32	%		18	%

**	Includes tax expense of less than 0.005%.

^	Portfolio turnover rate excludes derivatives, if any.

(e)

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

(f)

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

(j)

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

(x)

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

See Notes to Financial Statements.

1290 RETIREMENT 2025 FUND (Unaudited)

INVESTMENT ADVISER

_Ø

Equitable Investment Management, LLC

PERFORMANCE RESULTS

LOGO



Annualized Total Returns as of 10/31/23

	1 Year			5 Years			Since Incept.
Fund – Class I Shares*		2.94	%		3.60	%		3.90	%
S&P Target Date 2025 Index		5.09			4.60			4.66

* Date of inception 2/27/17. Returns for periods greater than one year are annualized.

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 10/31/23. 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, 2023, the gross expense ratio including acquired fund fees for Class I shares was 1.36%. 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, 2024. 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 2.94% for the year ended October 31, 2023. The Fund’s benchmark, the S&P Target Date 2025 Index, returned 5.09% over the same year.

Overview

Market notes

What helped performance during the year?

•

In terms of equity, the Fund’s 56% allocation to equities contributed more than 92% of total return from an absolute perspective. The top contributors within equities were U.S. large-cap stocks and developed-world (international) equities.

•

The Fund’s 44% allocation to bonds contributed only around 8% of total absolute return, mainly from exposure to U.S. high-yield bonds and short-duration government and corporate securities.

What hurt performance during the year?

•

Low-volatility exposure detracted across domestic, international, and emerging equity markets with market cap methodologies leading low volatility methodologies over the year.

•

Holding less exposure to short duration securities than the benchmark in a rising rate environment hurt relative performance.

1290 RETIREMENT 2025 FUND (Unaudited)



Table by Asset Class (as a percentage of Total Investments in Securities) As of October 31, 2023
Equity	46.5	%
Fixed Income	39.2
Investment Company	14.3



Top 10 Holdings (as a percentage of Total Investments in Securities) As of October 31, 2023
iShares Core U.S. Aggregate Bond ETF	24.6	%
iShares Core S&P Total US Stock Market ETF	16.0
Invesco Government & Agency Portfolio, Institutional Shares	12.3
iShares TIPS Bond ETF	5.9
iShares Core MSCI EAFE ETF	5.7
iShares MSCI USA Min Vol Factor ETF	5.3
Invesco S&P 500 Low Volatility ETF	5.3
Vanguard Short-Term Bond ETF	3.4
Invesco S&P International Developed Low Volatility ETF	3.0
iShares MSCI EAFE Min Vol Factor ETF	2.9
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, 2023 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

EXAMPLE



	Beginning Account Value 5/1/23		Ending Account Value 10/31/23		Expenses Paid During Period* 5/1/23 - 10/31/23
Class I
Actual		$1,000.00		$959.00		$2.70
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.44		2.79

* Expenses are equal to the Fund’s I shares annualized expense ratio of 0.55%, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

1290 FUNDS

1290 RETIREMENT 2025 FUND

PORTFOLIO OF INVESTMENTS

October 31, 2023



	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Equity (53.9%)
Invesco S&P 500 Low Volatility ETF		15,520	$	906,058
Invesco S&P Emerging Markets Low Volatility ETF		5,430		119,460
Invesco S&P International Developed Low Volatility ETF		19,670		507,683
Invesco S&P MidCap Low Volatility ETF		10,220		492,730
Invesco S&P SmallCap Low Volatility ETF		6,140		235,470
iShares Core MSCI EAFE ETF		15,710		979,676
iShares Core MSCI Emerging Markets ETF		5,270		242,104
iShares Core S&P Total US Stock Market ETF		30,170		2,765,684
iShares MSCI EAFE Min Vol Factor ETF		7,850		502,871
iShares MSCI Emerging Markets Min Vol Factor ETF		2,300		118,956
iShares MSCI USA Min Vol Factor ETF		12,770		916,247
SPDR SSGA US Small Cap Low Volatility Index ETF		2,420		229,589

Total Equity				8,016,528

Fixed Income (45.5%)
iShares Broad USD High Yield Corporate Bond ETF (x)		13,050		446,180
iShares Core U.S. Aggregate Bond ETF (x)		45,940		4,240,721
iShares TIPS Bond ETF		9,920		1,019,776
Vanguard Short-Term Bond ETF		7,770		582,905
Vanguard Total International Bond ETF		9,810		467,741

Total Fixed Income				6,757,323

Total Exchange Traded Funds (99.4%) (Cost $15,601,899)				14,773,851

SHORT-TERM INVESTMENTS:
Investment Companies (16.6%)
Dreyfus Treasury Obligations Cash Management Fund 5.24% (7 day yield) (xx)		300,000		300,000
Invesco Government & Agency Portfolio, Institutional Shares 5.27% (7 day yield) (xx)		2,119,882		2,119,882
JPMorgan Prime Money Market Fund, IM Shares 5.64% (7 day yield)		45,733		45,751

Total Investment Companies				2,465,633

Total Short-Term Investments (16.6%) (Cost $2,465,631)				2,465,633

Total Investments in Securities (116.0%) (Cost $18,067,530)				17,239,484
Other Assets Less Liabilities (-16.0%)				(2,372,358	)

Net Assets (100%)			$	14,867,126

(x)

All or a portion of security is on loan at October 31, 2023.

(xx)

At October 31, 2023, the Fund had loaned securities with a total value of $2,371,180. This was collateralized by $2,192 of various U.S. Government Treasury Securities, ranging from 0.000% - 6.125%, maturing 11/7/23 - 11/15/52 and by cash of $2,419,882 which was subsequently invested in investment companies as detailed in the Notes to the Financial Statements.

Glossary:

TIPS

— Treasury Inflation Protected Security

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2023:

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



Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	14,773,851	$	—	$	—	$	14,773,851
Short-Term Investments
Investment Companies		2,465,633		—		—		2,465,633

Total Assets	$	17,239,484	$	—	$	—	$	17,239,484

Total Liabilities	$	—	$	—	$	—	$	—

Total	$	17,239,484	$	—	$	—	$	17,239,484

See Notes to Financial Statements.

1290 FUNDS

1290 RETIREMENT 2025 FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023

The Fund held no derivatives contracts during the year ended October 31, 2023.

Investment security transactions for the year ended October 31, 2023 were as follows:


Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	1,969,218
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	3,935,934


Aggregate gross unrealized appreciation	$	649,678
Aggregate gross unrealized depreciation		(1,646,620	)

Net unrealized depreciation	$	(996,942	)

Federal income tax cost of investments in securities and derivative instruments, if applicable	$	18,236,426

See Notes to Financial Statements.

1290 FUNDS

1290 RETIREMENT 2025 FUND

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2023


ASSETS
Investments in Securities, at value (x) (Cost $18,067,530)	$	17,239,484
Cash		74,999
Receivable from investment adviser		6,275
Prepaid registration and filing fees		5,026
Receivable for Fund shares sold		2,913
Securities lending income receivable		1,773
Dividends, interest and other receivables		114
Other assets		182

Total assets		17,330,766

LIABILITIES
Payable for return of collateral on securities loaned		2,419,882
Transfer agent fees payable		1,338
Trustees’ fees payable		84
Accrued expenses		42,336

Total liabilities		2,463,640

Commitments and contingent liabilities^

NET ASSETS	$	14,867,126

Net assets were comprised of:
Paid in capital	$	15,309,888
Total distributable earnings (loss)		(442,762	)

Net assets	$	14,867,126

Class I
Net asset value, offering and redemption price per share, $14,867,126 / 1,446,875 shares outstanding (unlimited amount authorized: $0.001 par value)	$	10.28

(x)

Includes value of securities on loan of $2,371,180.

^	See Note 2 in Notes to the Financial Statements.

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2023


INVESTMENT INCOME
Dividends	$	425,015
Interest		2,627
Securities lending (net)		17,075

Total income		444,717

EXPENSES
Investment advisory fees		83,575
Professional fees		51,022
Administrative fees		30,000
Registration and filing fees		20,233
Printing and mailing expenses		13,610
Transfer agent fees		11,000
Custodian fees		8,700
Trustees’ fees		506
Miscellaneous		6,703

Gross expenses		225,349
Less: Waiver from investment adviser		(113,575	)
Reimbursement from investment adviser		(20,021	)

Net expenses		91,753

NET INVESTMENT INCOME (LOSS)		352,964

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		285,691
Net change in unrealized appreciation (depreciation) on investments in securities		(78,351	)

NET REALIZED AND UNREALIZED GAIN (LOSS)		207,340

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	560,304

See Notes to Financial Statements.

1290 FUNDS

1290 RETIREMENT 2025 FUND

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended October 31,
	2023			2022
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	352,964		$	385,185
Net realized gain (loss)		285,691			713,851
Net change in unrealized appreciation (depreciation)		(78,351	)		(4,000,791	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		560,304			(2,901,755	)

Distributions to shareholders:
Class I		(1,124,758	)		(1,149,434	)

CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 235,235 and 178,296 shares, respectively ]		2,505,220			2,067,080
Capital shares issued in reinvestment of dividends [ 107,018 and 91,808 shares, respectively ]		1,124,758			1,149,434
Capital shares repurchased [ (449,840) and (511,840) shares, respectively]		(4,795,626	)		(6,148,922	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		(1,165,648	)		(2,932,408	)

TOTAL INCREASE (DECREASE) IN NET ASSETS		(1,730,102	)		(6,983,597	)
NET ASSETS:
Beginning of year		16,597,228			23,580,825

End of year	$	14,867,126		$	16,597,228

See Notes to Financial Statements.

1290 FUNDS

1290 RETIREMENT 2025 FUND

FINANCIAL HIGHLIGHTS


	Year Ended October 31,
Class I	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	10.68		$	13.13		$	11.42		$	11.81		$	10.62

Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.22			0.23			0.17			0.21			0.22
Net realized and unrealized gain (loss)		0.11			(2.00	)		1.96			(0.15	)		1.14

Total from investment operations		0.33			(1.77	)		2.13			0.06			1.36

Less distributions:
Dividends from net investment income		(0.25	)		(0.17	)		(0.20	)		(0.23	)		(0.14	)
Distributions from net realized gains		(0.48	)		(0.51	)		(0.22	)		(0.22	)		(0.03	)

Total dividends and distributions		(0.73	)		(0.68	)		(0.42	)		(0.45	)		(0.17	)

Net asset value, end of year	$	10.28		$	10.68		$	13.13		$	11.42		$	11.81

Total return		2.94	%		(14.20	)%		19.05	%		0.47	%		12.99	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	14,867		$	16,597		$	23,581		$	20,456		$	19,202
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.55	%(j)		0.55	%(j)		0.54	%(j)		0.54	%**(j)		0.54	%(j)
Before waivers and reimbursements (f)		1.35	%		1.26	%		1.18	%		1.43	%		1.58	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (f)(x)		2.11	%		2.00	%		1.33	%		1.88	%		1.99	%
Before waivers and reimbursements (f)(x)		1.31	%		1.29	%		0.68	%		0.99	%		0.95	%
Portfolio turnover rate^		12	%		7	%		17	%		34	%		23	%

**	Includes tax expense of less than 0.005%.

^	Portfolio turnover rate excludes derivatives, if any.

(e)

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

(f)

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

(j)

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

(x)

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

See Notes to Financial Statements.

1290 RETIREMENT 2030 FUND (Unaudited)

INVESTMENT ADVISER

_Ø

Equitable Investment Management, LLC

PERFORMANCE RESULTS

LOGO



Annualized Total Returns as of 10/31/23

	1 Year			5 Years			Since Incept.
Fund – Class I Shares*		3.20	%		3.95	%		4.25	%
S&P Target Date 2030 Index		5.95			5.22			5.26

* Date of inception 2/27/17. Returnsfor periods greater than one year are annualized.

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 10/31/23. 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.

PERFORMANCE SUMMARY

The Fund’s Class I shares returned 3.20% for the year ended October 31, 2023. The Fund’s benchmark, the S&P Target Date 2030 Index, returned 5.95% over the same year.

Overview

Market notes

What helped performance during the year?

•

In terms of equity, the Fund’s roughly 65% allocation to equities contributed 98% of total return from an absolute perspective. The top contributors within equities were U.S. large-cap stocks and developed-world (international) equities.

•

The Fund’s 35% allocation to bonds contributed only around 2% of total absolute return, mainly from a combination of U.S. high-yield bonds, and intermediate maturity securities.

What hurt performance during the year?

•

Low-volatility exposure detracted across domestic, international, and emerging equity markets with market cap methodologies leading low volatility methodologies over the year.

•

Holding less exposure to short duration securities than the benchmark in a rising rate environment hurt relative performance.

1290 RETIREMENT 2030 FUND (Unaudited)



Table by Asset Class (as a percentage of Total Investments in Securities)

As of October 31, 2023
Equity	60.2	%
Fixed Income	33.3
Investment Company	6.5



Top 10 Holdings (as a percentage of Total Investments in Securities)

As of October 31, 2023
iShares Core U.S. Aggregate Bond ETF	25.0	%
iShares Core S&P Total US Stock Market ETF	20.6
iShares Core MSCI EAFE ETF	7.7
iShares MSCI USA Min Vol Factor ETF	6.7
Invesco S&P 500 Low Volatility ETF	6.7
Invesco Government & Agency Portfolio, Institutional Shares	5.9
iShares TIPS Bond ETF	5.0
iShares MSCI EAFE Min Vol Factor ETF	3.9
Invesco S&P International Developed Low Volatility ETF	3.9
Invesco S&P MidCap Low Volatility ETF	3.8

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, 2023 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

EXAMPLE



	Beginning Account Value 5/1/23		Ending Account Value 10/31/23		Expenses Paid During Period* 5/1/23 - 10/31/23
Class I
Actual	$	1,000.00		$955.90	$	2.68
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.46		2.78

* Expenses are equal to the Fund’s I shares annualized expense ratio of 0.55%, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

1290 FUNDS

1290 RETIREMENT 2030 FUND

PORTFOLIO OF INVESTMENTS

October 31, 2023



	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Equity (64.5%)
Invesco S&P 500 Low Volatility ETF		11,060	$	645,683
Invesco S&P Emerging Markets Low Volatility ETF		3,790		83,380
Invesco S&P International Developed Low Volatility ETF		14,530		375,019
Invesco S&P MidCap Low Volatility ETF		7,650		368,824
Invesco S&P SmallCap Low Volatility ETF		4,330		166,056
iShares Core MSCI EAFE ETF		11,800		735,848
iShares Core MSCI Emerging Markets ETF		3,510		161,249
iShares Core S&P Total US Stock Market ETF		21,610		1,980,989
iShares MSCI EAFE Min Vol Factor ETF		5,870		376,032
iShares MSCI Emerging Markets Min Vol Factor ETF		1,690		87,407
iShares MSCI USA Min Vol Factor ETF		9,010		646,468
SPDR SSGA US Small Cap Low Volatility Index ETF		1,690		160,333

Total Equity				5,787,288

Fixed Income (35.6%)
iShares Broad USD High Yield Corporate Bond ETF (x)		2,790		95,390
iShares Core U.S. Aggregate Bond ETF (x)		26,070		2,406,522
iShares TIPS Bond ETF		4,650		478,020
Vanguard Short-Term Bond ETF		1,680		126,033
Vanguard Total International Bond ETF		1,970		93,930

Total Fixed Income				3,199,895

Total Exchange Traded Funds (100.1%) (Cost $9,820,027)				8,987,183

SHORT-TERM INVESTMENTS:
Investment Companies (7.0%)
Dreyfus Treasury Obligations Cash Management Fund 5.24% (7 day yield) (xx)		57,098		57,098
Invesco Government & Agency Portfolio, Institutional Shares 5.27% (7 day yield) (xx)		569,390		569,390

Total Investment Companies				626,488

Total Short-Term Investments (7.0%) (Cost $626,488)				626,488

Total Investments in Securities (107.1%) (Cost $10,446,515)				9,613,671
Other Assets Less Liabilities (-7.1%)				(636,239	)

Net Assets (100%)			$	8,977,432

(x)

All or a portion of security is on loan at October 31, 2023.

(xx)

At October 31, 2023, the Fund had loaned securities with a total value $699,066. This was collateralized by $86,970 of various U.S. Government Treasury Securities, ranging from 0.000% - 6.125%, maturing 11/7/23 - 11/15/52 and by cash of $626,488 which was subsequently invested in investment companies as detailed in the Notes to the Financial Statements.

Glossary:

TIPS

— Treasury Inflation Protected Security

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2023:

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



Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	8,987,183	$	—	$	—	$	8,987,183
Short-Term Investments
Investment Companies		626,488		—		—		626,488

Total Assets	$	9,613,671	$	—	$	—	$	9,613,671

Total Liabilities	$	—	$	—	$	—	$	—

Total	$	9,613,671	$	—	$	—	$	9,613,671

See Notes to Financial Statements.

1290 FUNDS

1290 RETIREMENT 2030 FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023

The Fund held no derivatives contracts during the year ended October 31, 2023.

Investment security transactions for the year ended October 31, 2023 were as follows:


Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	1,278,041
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	857,294


Aggregate gross unrealized appreciation	$	27,543
Aggregate gross unrealized depreciation		(918,814	)

Net unrealized depreciation	$	(891,271	)

Federal income tax cost of investments in securities and derivative instruments, if applicable	$	10,504,942

See Notes to Financial Statements.

100

1290 FUNDS

1290 RETIREMENT 2030 FUND

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2023


ASSETS
Investments in Securities, at value (x) (Cost $10,446,515)	$	9,613,671
Cash		19,953
Receivable from investment adviser		5,705
Prepaid registration and filing fees		4,692
Receivable for Fund shares sold		884
Securities lending income receivable		272
Dividends, interest and other receivables		33
Other assets		105

Total assets		9,645,315

LIABILITIES
Payable for return of collateral on securities loaned		626,488
Transfer agent fees payable		1,651
Accrued expenses		39,744

Total liabilities		667,883

Commitments and contingent liabilities^
NET ASSETS	$	8,977,432

Net assets were comprised of:
Paid in capital	$	9,666,891
Total distributable earnings (loss)		(689,459	)

Net assets	$	8,977,432

Class I
Net asset value, offering and redemption price per share, $8,977,432 / 845,820 shares outstanding (unlimited amount authorized: $0.001 par value)	$	10.61

(x)

Includes value of securities on loan of $699,066.

^	See Note 2 in Notes to the Financial Statements.

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2023


INVESTMENT INCOME
Dividends	$	227,220
Interest		2,603
Securities lending (net)		5,421

Total income		235,244

EXPENSES
Professional fees		47,092
Investment advisory fees		46,461
Administrative fees		30,000
Registration and filing fees		19,570
Printing and mailing expenses		12,800
Transfer agent fees		11,100
Custodian fees		5,400
Trustees’ fees		270
Miscellaneous		5,156

Gross expenses		177,849
Less: Waiver from investment adviser		(76,461	)
Reimbursement from investment adviser		(50,715	)

Net expenses		50,673

NET INVESTMENT INCOME (LOSS)		184,571

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		54,485
Net change in unrealized appreciation (depreciation) on investments in securities		23,275

NET REALIZED AND UNREALIZED GAIN (LOSS)		77,760

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	262,331

See Notes to Financial Statements.

101

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STATEMENT OF CHANGES IN NET ASSETS


	Year Ended October 31,
	2023			2022
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	184,571		$	189,462
Net realized gain (loss)		54,485			513,771
Net change in unrealized appreciation (depreciation)		23,275			(2,171,060	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		262,331			(1,467,827	)

Distributions to shareholders:
Class I		(714,090	)		(251,074	)

CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 142,572 and 232,188 shares, respectively ]		1,577,098			2,932,089
Capital shares issued in reinvestment of dividends [ 55,551 and 13,805 shares, respectively ]		603,279			181,124
Capital shares repurchased [ (117,723) and (284,398) shares , respectively]		(1,279,195	)		(3,563,883	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		901,182			(450,670	)

TOTAL INCREASE (DECREASE) IN NET ASSETS		449,423			(2,169,571	)
NET ASSETS:
Beginning of year		8,528,009			10,697,580

End of year	$	8,977,432		$	8,528,009

See Notes to Financial Statements.

102

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FINANCIAL HIGHLIGHTS


	Year Ended October 31,
Class I	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	11.14		$	13.31		$	11.57		$	11.89		$	10.69

Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.22			0.24			0.16			0.22			0.22
Net realized and unrealized gain (loss)		0.16			(2.13	)		2.30			(0.30	)		1.20

Total from investment operations		0.38			(1.89	)		2.46			(0.08	)		1.42

Less distributions:
Dividends from net investment income		(0.25	)		(0.14	)		(0.20	)		(0.21	)		(0.18	)
Distributions from net realized gains		(0.66	)		(0.14	)		(0.52	)		(0.03	)		(0.04	)

Total dividends and distributions		(0.91	)		(0.28	)		(0.72	)		(0.24	)		(0.22	)

Net asset value, end of year	$	10.61		$	11.14		$	13.31		$	11.57		$	11.89

Total return		3.20	%		(14.52	)%		21.98	%		(0.68	)%		13.56	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	8,977		$	8,528		$	10,698		$	5,682		$	6,724
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.55	%(j)		0.54	%(j)		0.54	%(j)		0.54	%**(j)		0.54	%(j)
Before waivers and reimbursements (f)		1.91	%		1.85	%		2.14	%		2.88	%		3.14	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (f)(x)		1.99	%		1.97	%		1.24	%		1.95	%		1.98	%
Before waivers and reimbursements (f)(x)		0.62	%		0.66	%		(0.36	)%		(0.40	)%		(0.62	)%
Portfolio turnover rate^		9	%		30	%		8	%		38	%		5	%

**	Includes tax expense of less than 0.005%.

^	Portfolio turnover rate excludes derivatives, if any.

(e)

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

(f)

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

(j)

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

(x)

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

See Notes to Financial Statements.

103

1290 RETIREMENT 2035 FUND (Unaudited)

INVESTMENT ADVISER

_Ø

Equitable Investment Management, LLC

PERFORMANCE RESULTS

LOGO



Annualized Total Returns as of 10/31/23

	1 Year			5 Years			Since Incept.
Fund – Class I Shares*		3.42	%		4.27	%		4.59	%
S&P Target Date 2035 Index		6.95			5.87			5.89

* Date of inception 2/27/17. Returns for periods greater than one year are annualized.

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 10/31/22. 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, 2023, the gross expense ratio including acquired fund fees for Class I shares was 1.71%. 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, 2024. 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 3.42% for the year ended October 31, 2023. The Fund’s benchmark, the S&P Target Date 2035 Index, returned 6.95% over the same year.

Overview

Market notes

What helped performance during the year?

•

In terms of equity, the Fund’s roughly 73% allocation to equities contributed all the positive gains. The top contributors within equities were U.S. large-cap stocks and developed-world (international) equities.

•

The Fund’s 27% allocation to bonds saw flat, albeit slightly positive, returns from intermediate maturity securities.

What hurt performance during the year?

•

Low-volatility exposure detracted across domestic, international, and emerging equity markets with market cap methodologies leading low volatility methodologies over the year.

•

Holding no dedicated exposure to short duration securities in a rising rate environment hurt relative performance.

104

1290 RETIREMENT 2035 FUND (Unaudited)



Table by Asset Class (as a percentage of Total Investments in Securities)

As of October 31, 2023
Equity	61.4	%
Fixed Income	23.9
Investment Company	14.7



Top 10 Holdings (as a percentage of Total Investments in Securities)

As of October 31, 2023
iShares Core S&P Total US Stock Market ETF	21.1	%
iShares Core U.S. Aggregate Bond ETF	20.4
Invesco Government & Agency Portfolio, Institutional Shares	13.3
iShares Core MSCI EAFE ETF	7.7
Invesco S&P 500 Low Volatility ETF	7.0
iShares MSCI USA Min Vol Factor ETF	6.9
Invesco S&P International Developed Low Volatility ETF	4.0
Invesco S&P MidCap Low Volatility ETF	3.9
iShares MSCI EAFE Min Vol Factor ETF	3.9
iShares TIPS Bond ETF	3.6

Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

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

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

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2023 and held for the entire six-month period.

Actual Expenses

Hypothetical Example for Comparison Purposes

EXAMPLE



	Beginning Account Value 5/1/23		Ending Account Value 10/31/23		Expenses Paid During Period* 5/1/23 - 10/31/23
Class I
Actual		$1,000.00		$956.10		$2.67
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.48		2.76

* Expenses are equal to the Fund’s I shares annualized expense ratio of 0.54%, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

105

1290 FUNDS

1290 RETIREMENT 2035 FUND

PORTFOLIO OF INVESTMENTS

October 31, 2023



	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Equity (71.5%)
Invesco S&P 500 Low Volatility ETF		14,230	$	830,747
Invesco S&P Emerging Markets Low Volatility ETF		4,820		106,040
Invesco S&P International Developed Low Volatility ETF		18,190		469,484
Invesco S&P MidCap Low Volatility ETF		9,640		464,766
Invesco S&P SmallCap Low Volatility ETF		5,350		205,174
iShares Core MSCI EAFE ETF		14,770		921,057
iShares Core MSCI Emerging Markets ETF		4,550		209,027
iShares Core S&P Total US Stock Market ETF		27,380		2,509,925
iShares MSCI EAFE Min Vol Factor ETF (x)		7,230		463,154
iShares MSCI Emerging Markets Min Vol Factor ETF		1,960		101,371
iShares MSCI USA Min Vol Factor ETF		11,420		819,385
SPDR SSGA US Small Cap Low Volatility Index ETF		2,150		203,974

Total Equity				7,304,104

Fixed Income (27.9%)
iShares Core U.S. Aggregate Bond ETF (x)		26,250		2,423,138
iShares TIPS Bond ETF		4,150		426,620

Total Fixed Income				2,849,758

Total Exchange Traded Funds (99.4%) (Cost $10,217,128)				10,153,862

	Number of Shares		Value (Note 1)
SHORT-TERM INVESTMENTS:
Investment Companies (17.1%)
Dreyfus Treasury Obligations Cash Management Fund 5.24% (7 day yield) (xx)		100,000		100,000
Invesco Government & Agency Portfolio, Institutional Shares 5.27% (7 day yield) (xx)		1,579,651		1,579,651
JPMorgan Prime Money Market Fund, IM Shares 5.64% (7 day yield)		64,253		64,279

Total Investment Companies				1,743,930

Total Short-Term Investments (17.1%) (Cost $1,743,928)				1,743,930

Total Investments in Securities (116.5%) (Cost $11,961,056)				11,897,792
Other Assets Less Liabilities (-16.5%)				(1,682,292	)

Net Assets (100%)			$	10,215,500

(x)

All or a portion of security is on loan at October 31, 2023.

(xx)

At October 31, 2023, the Fund had loaned securities with a total value of $1,645,093. This was collateralized by cash of $1,679,651 which was subsequently invested in investment companies as detailed in the Notes to the Financial Statements.

Glossary:

TIPS

— Treasury Inflation Protected Security

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2023:

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



Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	10,153,862	$	—	$	—	$	10,153,862
Short-Term Investments
Investment Companies		1,743,930		—		—		1,743,930

Total Assets	$	11,897,792	$	—	$	—	$	11,897,792

Total Liabilities	$	—	$	—	$	—	$	—

Total	$	11,897,792	$	—	$	—	$	11,897,792

See Notes to Financial Statements.

106

1290 FUNDS

1290 RETIREMENT 2035 FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023

The Fund held no derivatives contracts during the year ended October 31, 2023.

Investment security transactions for the year ended October 31, 2023 were as follows:


Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	1,140,929
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	1,583,498


Aggregate gross unrealized appreciation	$	649,202
Aggregate gross unrealized depreciation		(789,464	)

Net unrealized depreciation	$	(140,262	)

Federal income tax cost of investments in securities and derivative instruments, if applicable	$	12,038,054

See Notes to Financial Statements.

107

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STATEMENT OF ASSETS AND LIABILITIES

October 31, 2023


ASSETS
Investments in Securities, at value (x) (Cost $11,961,056)	$	11,897,792
Cash		75,000
Receivable from investment adviser		5,903
Prepaid registration and filing fees		4,741
Receivable for Fund shares sold		2,976
Securities lending income receivable		366
Dividends, interest and other receivables		136
Other assets		77

Total assets		11,986,991

LIABILITIES
Payable for return of collateral on securities loaned		1,679,651
Payable for securities purchased		49,821
Transfer agent fees payable		1,554
Trustees’ fees payable		1
Accrued expenses		40,464

Total liabilities		1,771,491

Commitments and contingent liabilities^

NET ASSETS	$	10,215,500

Net assets were comprised of:
Paid in capital	$	10,087,174
Total distributable earnings (loss)		128,326

Net assets	$	10,215,500

Class I
Net asset value, offering and redemption price per share, $10,215,500 / 918,827 shares outstanding (unlimited amount authorized: $0.001 par value)	$	11.12

(x)

Includes value of securities on loan of $1,645,093.

^	See Note 2 in Notes to the Financial Statements.

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2023


INVESTMENT INCOME
Dividends	$	251,993
Interest		2,518
Securities lending (net)		6,490

Total income		261,001

EXPENSES
Investment advisory fees		53,138
Professional fees		47,900
Administrative fees		30,000
Registration and filing fees		19,728
Printing and mailing expenses		12,776
Transfer agent fees		11,900
Custodian fees		6,000
Trustees’ fees		315
Miscellaneous		5,700

Gross expenses		187,457
Less: Waiver from investment adviser		(83,138	)
Reimbursement from investment adviser		(46,785	)

Net expenses		57,534

NET INVESTMENT INCOME (LOSS)		203,467

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		125,644
Net change in unrealized appreciation (depreciation) on investments in securities		52,869

NET REALIZED AND UNREALIZED GAIN (LOSS)		178,513

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	381,980

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended October 31,
	2023			2022
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	203,467		$	234,478
Net realized gain (loss)		125,644			554,515
Net change in unrealized appreciation (depreciation)		52,869			(2,701,949	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		381,980			(1,912,956	)

Distributions to shareholders:
Class I		(792,730	)		(166,168	)

CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 140,589 and 139,063 shares, respectively ]		1,619,563			1,793,285
Capital shares issued in reinvestment of dividends [ 60,436 and 9,201 shares, respectively ]		687,149			125,693
Capital shares repurchased [ (183,636) and (282,034) shares , respectively]		(2,128,188	)		(3,586,965	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		178,524			(1,667,987	)

TOTAL INCREASE (DECREASE) IN NET ASSETS		(232,226	)		(3,747,111	)
NET ASSETS:
Beginning of year		10,447,726			14,194,837

End of year	$	10,215,500		$	10,447,726

See Notes to Financial Statements.

108

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1290 RETIREMENT 2035 FUND

FINANCIAL HIGHLIGHTS


Class I	Year Ended October 31,
Class I	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	11.59		$	13.71		$	11.62		$	12.03		$	10.76

Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.22			0.24			0.16			0.22			0.22
Net realized and unrealized gain (loss)		0.19			(2.20	)		2.52			(0.32	)		1.23

Total from investment operations		0.41			(1.96	)		2.68			(0.10	)		1.45

Less distributions:
Dividends from net investment income		(0.27	)		(0.16	)		(0.21	)		(0.22	)		(0.16	)
Distributions from net realized gains		(0.61	)		—			(0.38	)		(0.09	)		(0.02	)

Total dividends and distributions		(0.88	)		(0.16	)		(0.59	)		(0.31	)		(0.18	)

Net asset value, end of year	$	11.12		$	11.59		$	13.71		$	11.62		$	12.03

Total return		3.42	%		(14.46	)%		23.70	%		(0.87	)%		13.61	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	10,216		$	10,448		$	14,195		$	9,521		$	8,369
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.54	%(j)		0.54	%(j)		0.54	%(j)		0.54	%**(j)		0.54	%(j)
Before waivers and reimbursements (f)		1.76	%		1.60	%		1.63	%		2.17	%		2.50	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (f)(x)		1.92	%		1.91	%		1.23	%		1.92	%		1.98	%
Before waivers and reimbursements (f)(x)		0.69	%		0.85	%		0.14	%		0.28	%		0.01	%
Portfolio turnover rate^		11	%		10	%		1	%		40	%		13	%

**	Includes tax expense of less than 0.005%.

^	Portfolio turnover rate excludes derivatives, if any.

(e)

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

(f)

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

(j)

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

(x)

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

See Notes to Financial Statements.

109

1290 RETIREMENT 2040 FUND (Unaudited)

INVESTMENT ADVISER

_Ø

Equitable Investment Management, LLC

PERFORMANCE RESULTS

LOGO



Annualized Total Returns as of 10/31/23

	1 Year			5 Years			Since Incept.
Fund – Class I Shares*		3.70	%		4.86	%		5.15	%
S&P Target Date 2040 Index		7.78			6.38			6.36

* Date of inception 2/27/17. Returns for periods greater than one year are annualized.

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 10/31/23. 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, 2023, the gross expense ratio including acquired fund fees for Class I shares was 2.69%. The net expense ratio for Class I shares was 0.65%. The net expense ratio reflects the Adviser’s decision to ontractually limit expenses through April 30, 2024. 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 3.70% for the year ended October 31, 2023. The Fund’s benchmark, the S&P Target Date 2040 Index, returned 7.78% over the same year.

Overview

Market notes

What helped performance during the year?

•

In terms of equity, the Fund’s roughly 77% allocation to equities contributed all the positive gains from an absolute perspective. The top contributors within equities were U.S. large-cap stocks and developed-world (international) equities.

•

The Fund’s 23% allocation to bonds saw flat, albeit slightly positive, returns from intermediate maturity securities.

What hurt performance during the year?

•

Low-volatility exposure detracted across domestic, international, and emerging equity markets with market cap methodologies leading low volatility methodologies over the year.

•

Exposure to interest rate risk from intermediate-term maturity securities detracted in a rising rate environment.

110

1290 RETIREMENT 2040 FUND (Unaudited)



Table by Asset Class (as a percentage of Total Investments in Securities) As of October 31, 2023
Equity	66.5	%
Fixed Income	19.8
Investment Company	13.7



Top 10 Holdings (as a percentage of Total Investments in Securities) As of October 31, 2023
iShares Core S&P Total US Stock Market ETF	22.9	%
iShares Core U.S. Aggregate Bond ETF	16.7
Invesco Government & Agency Portfolio, Institutional Shares	13.3
iShares Core MSCI EAFE ETF	8.4
Invesco S&P 500 Low Volatility ETF	7.6
iShares MSCI USA Min Vol Factor ETF	7.6
Invesco S&P International Developed Low Volatility ETF	4.3
iShares MSCI EAFE Min Vol Factor ETF	4.2
Invesco S&P MidCap Low Volatility ETF	4.2
iShares TIPS Bond ETF	3.1
Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

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

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

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2023 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

EXAMPLE



	Beginning Account Value 5/1/23		Ending Account Value 10/31/23		Expenses Paid During Period* 5/1/23 - 10/31/23
Class I
Actual		$1,000.00		$957.30		$2.65
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.50		2.74

* Expenses are equal to the Fund’s I shares annualized expense ratio of 0.54%, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

111

1290 FUNDS

1290 RETIREMENT 2040 FUND

PORTFOLIO OF INVESTMENTS

October 31, 2023



	Number of Shares		Value (Note 1)

EXCHANGE TRADED FUNDS (ETF):
Equity (76.8%)
Invesco S&P 500 Low Volatility ETF		10,120	$	590,806
Invesco S&P Emerging Markets Low Volatility ETF		3,210		70,620
Invesco S&P International Developed Low Volatility ETF		12,760		329,335
Invesco S&P MidCap Low Volatility ETF		6,670		321,576
Invesco S&P SmallCap Low Volatility ETF		3,730		143,046
iShares Core MSCI EAFE ETF		10,370		646,673
iShares Core MSCI Emerging Markets ETF		3,140		144,252
iShares Core S&P Total US Stock Market ETF		19,330		1,771,981
iShares MSCI EAFE Min Vol Factor ETF		5,030		322,222
iShares MSCI Emerging Markets Min Vol Factor ETF		1,380		71,374
iShares MSCI USA Min Vol Factor ETF		8,200		588,350
SPDR SSGA US Small Cap Low Volatility Index ETF		1,500		142,307

Total Equity				5,142,542

Fixed Income (22.8%)
iShares Core U.S. Aggregate Bond ETF (x)		14,010		1,293,263
iShares TIPS Bond ETF		2,290		235,412

Total Fixed Income				1,528,675

Total Exchange Traded Funds (99.6%) (Cost $6,552,867)				6,671,217


SHORT-TERM INVESTMENTS:
Investment Companies (15.8%)
Dreyfus Treasury Obligations Cash Management Fund 5.24% (7 day yield) (xx)		30,654		30,654
Invesco Government & Agency Portfolio, Institutional Shares 5.27% (7 day yield) (xx)		1,029,282		1,029,282

Total Investment Companies				1,059,936

Total Short-Term Investments (15.8%) (Cost $1,059,936)				1,059,936

Total Investments in Securities (115.4%) (Cost $7,612,803)				7,731,153
Other Assets Less Liabilities (-15.4%)				(1,033,422	)

Net Assets (100%)			$	6,697,731

(x)

All or a portion of security is on loan at October 31, 2023.

(xx)

At October 31, 2023, the Fund had loaned securities with a total value of $1,038,118. This was collateralized by cash of $1,059,936 which was subsequently invested in investment companies as detailed in the Notes to the Financial Statements.

Glossary:

TIPS

— Treasury Inflation Protected Security

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2023:

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



Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	6,671,217	$	—	$	—	$	6,671,217
Short-Term Investments
Investment Companies		1,059,936		—		–		1,059,936

Total Assets	$	7,731,153	$	—	$	—	$	7,731,153

Total Liabilities	$	—	$	—	$	—	$	—

Total	$	7,731,153	$	—	$	—	$	7,731,153

The Fund held no derivatives contracts during the year ended October 31, 2023.

See Notes to Financial Statements.

112

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023

Investment security transactions for the year ended October 31, 2023 were as follows:


Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	886,194
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	262,772


Aggregate gross unrealized appreciation	$	511,583
Aggregate gross unrealized depreciation		(406,796	)

Net unrealized appreciation	$	104,787

Federal income tax cost of investments in securities and derivative instruments, if applicable	$	7,626,366

See Notes to Financial Statements.

113

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STATEMENT OF ASSETS AND LIABILITIES

October 31, 2023


ASSETS
Investments in Securities, at value (x) (Cost $7,612,803)	$	7,731,153
Cash		67,180
Receivable from investment adviser		6,708
Prepaid registration and filing fees		4,586
Receivable for Fund shares sold		1,499
Securities lending income receivable		219
Dividends, interest and other receivables		2
Other assets		55

Total assets		7,811,402

LIABILITIES
Payable for return of collateral on securities loaned		1,059,936
Accrued professional fees		36,787
Payable for securities purchased		12,682
Transfer agent fees payable		1,757
Trustees’ fees payable		15
Accrued expenses		2,494

Total liabilities		1,113,671

Commitments and contingent liabilities^

NET ASSETS	$	6,697,731

Net assets were comprised of:
Paid in capital	$	6,455,954
Total distributable earnings (loss)		241,777

Net assets	$	6,697,731

Class I
Net asset value, offering and redemption price per share, $6,697,731 / 552,466 shares outstanding (unlimited amount authorized: $0.001 par value)	$	12.12

(x)

Includes value of securities on loan of $1,038,118.

^	See Note 2 in Notes to the Financial Statements.

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2023


INVESTMENT INCOME
Dividends	$	151,531
Interest		2,361
Securities lending (net)		7,286

Total income		161,178

EXPENSES
Professional fees		45,529
Investment advisory fees		32,492
Administrative fees		30,000
Registration and filing fees		19,352
Printing and mailing expenses		12,446
Transfer agent fees		11,100
Custodian fees		4,700
Trustees’ fees		186
Miscellaneous		5,166

Gross expenses		160,971
Less: Waiver from investment adviser		(62,492	)
Reimbursement from investment adviser		(63,518	)

Net expenses		34,961

NET INVESTMENT INCOME (LOSS)		126,217

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		56,371
Net change in unrealized appreciation (depreciation) on investments in securities		15,857

NET REALIZED AND UNREALIZED GAIN (LOSS)		72,228

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	198,445


*STATEMENT OF CHANGES IN NET ASSETS*	Year Ended October 31,
	2023			2022
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	126,217		$	115,645
Net realized gain (loss)		56,371			25,132
Net change in unrealized appreciation (depreciation)		15,857			(1,103,028	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		198,445			(962,251	)

Distributions to shareholders:
Class I		(160,072	)		(123,256	)

CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 73,448 and 107,689 shares, respectively ]		924,612			1,451,149
Capital shares issued in reinvestment of dividends [ 6,479 and 3,304 shares, respectively ]		80,140			46,681
Capital shares repurchased [ (28,021) and (9,613) shares , respectively]		(348,497	)		(124,690	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		656,255			1,373,140

TOTAL INCREASE (DECREASE) IN NET ASSETS		694,628			287,633
NET ASSETS:
Beginning of year		6,003,103			5,715,470

End of year	$	6,697,731		$	6,003,103

See Notes to Financial Statements.

114

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FINANCIAL HIGHLIGHTS


	Year Ended October 31,
Class I	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	11.99		$	14.32		$	11.80		$	12.05		$	10.84

Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.24			0.25			0.17			0.23			0.22
Net realized and unrealized gain (loss)		0.21			(2.28	)		2.82			(0.26	)		1.24

Total from investment operations		0.45			(2.03	)		2.99			(0.03	)		1.46

Less distributions:
Dividends from net investment income		(0.26	)		(0.16	)		(0.22	)		(0.21	)		(0.20	)
Distributions from net realized gains		(0.06	)		(0.14	)		(0.25	)		(0.01	)		(0.05	)

Total dividends and distributions		(0.32	)		(0.30	)		(0.47	)		(0.22	)		(0.25	)

Net asset value, end of year	$	12.12		$	11.99		$	14.32		$	11.80		$	12.05

Total return		3.70	%		(14.46	)%		25.92	%		(0.24	)%		13.79	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	6,698		$	6,003		$	5,715		$	4,185		$	4,005
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.54	%(j)		0.54	%(j)		0.53	%(j)		0.53	%**(j)		0.53	%(j)
Before waivers and reimbursements (f)		2.48	%		2.57	%		3.05	%		3.86	%		4.57	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (f)(x)		1.94	%		1.91	%		1.22	%		1.93	%		1.96	%
Before waivers and reimbursements (f)(x)		—	%‡‡		(0.12	)%		(1.29	)%		(1.39	)%		(2.08	)%
Portfolio turnover rate^		4	%		2	%		4	%		20	%		3	%

**	Includes tax expense of less than 0.005%.

‡‡	Amount is less than 0.005%.

^	Portfolio turnover rate excludes derivatives, if any.

(e)

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

(f)

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

(j)

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

(x)

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

See Notes to Financial Statements.

115

1290 RETIREMENT 2045 FUND (Unaudited)

INVESTMENT ADVISER

_Ø

Equitable Investment Management, LLC

PERFORMANCE RESULTS

LOGO



Annualized Total Returns as of 10/31/23

	1 Year			5 Years			Since Incept.
Fund – Class I Shares*		3.86	%		5.05	%		5.39	%
S&P Target Date 2045 Index		8.25			6.68			6.63

* Date of inception 2/27/17. Returns for periods greater than one year are annualized.

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 10/31/23. 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, 2023, the gross expense ratio including acquired fund fees for Class I shares was 2.28%. 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, 2024. 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 3.86% for the year ended October 31, 2023. The Fund’s benchmark, the S&P Target Date 2045 Index, returned 8.25% over the same year.

Overview

Market notes

What helped performance during the year?

•

In terms of equity, the Fund’s roughly 82% allocation to equities contributed all the positive gains from an absolute perspective. The top contributors within equities were U.S. large-cap stocks and developed-world (international) equities. Emerging markets equities also contributed a modest gain.

•

The Fund’s 18% allocation to bonds saw flat, albeit slightly positive, returns from intermediate maturity securities.

What hurt performance during the year?

•

Low-volatility exposure detracted across domestic, international, and emerging equity markets with market cap methodologies leading low volatility methodologies over the year.

•

Exposure to interest rate risk from intermediate-term maturity securities detracted in a rising rate environment.

116

1290 RETIREMENT 2045 FUND (Unaudited)



Table by Asset Class (as a percentage of Total Investments in Securities) As of October 31, 2023
Equity	82.1	%
Fixed Income	17.9
Investment Company	0.0	#
# Less than 0.05%



Top 10 Holdings (as a percentage of Total Investments in Securities) As of October 31, 2023
iShares Core S&P Total US Stock Market ETF	28.4	%
iShares Core U.S. Aggregate Bond ETF	15.2
iShares Core MSCI EAFE ETF	10.2
Invesco S&P 500 Low Volatility ETF	9.5
iShares MSCI USA Min Vol Factor ETF	9.5
iShares MSCI EAFE Min Vol Factor ETF	5.1
Invesco S&P International Developed Low Volatility ETF	5.1
Invesco S&P MidCap Low Volatility ETF	5.1
iShares TIPS Bond ETF	2.7
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, 2023 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

EXAMPLE



	Beginning Account Value 5/1/23		Ending Account Value 10/31/23		Expenses Paid During Period* 5/1/23 - 10/31/23
Class I
Actual		$1,000.00		$958.90		$2.63
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.52		2.72

* Expenses are equal to the Fund’s I shares annualized expense ratio of 0.53%, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

117

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PORTFOLIO OF INVESTMENTS

October 31, 2023



	Number of Shares		Value (Note 1)

EXCHANGE TRADED FUNDS (ETF):
Equity (81.5%)
Invesco S&P 500 Low Volatility ETF		13,420	$	783,460
Invesco S&P Emerging Markets Low Volatility ETF		4,390		96,580
Invesco S&P International Developed Low Volatility ETF		16,340		421,735
Invesco S&P MidCap Low Volatility ETF		8,620		415,590
Invesco S&P SmallCap Low Volatility ETF		4,880		187,149
iShares Core MSCI EAFE ETF		13,420		836,871
iShares Core MSCI Emerging Markets ETF		4,050		186,057
iShares Core S&P Total US Stock Market ETF		25,540		2,341,252
iShares MSCI EAFE Min Vol Factor ETF		6,610		423,437
iShares MSCI Emerging Markets Min Vol Factor ETF		1,870		96,716
iShares MSCI USA Min Vol Factor ETF		10,900		782,075
SPDR SSGA US Small Cap Low Volatility Index ETF		1,970		186,897

Total Equity				6,757,819

Fixed Income (17.8%)
iShares Core U.S. Aggregate Bond ETF		13,570		1,252,647
iShares TIPS Bond ETF		2,160		222,048

Total Fixed Income				1,474,695

Total Exchange Traded Funds (99.3%) (Cost $7,882,452)				8,232,514


SHORT-TERM INVESTMENT:
Investment Company (0.0%)†
JPMorgan Prime Money Market Fund, IM Shares 5.64% (7 day yield)		3,002		3,004

Total Short-Term Investment (0.0%)† (Cost $3,004)				3,004

Total Investments in Securities (99.3%) (Cost $7,885,456)				8,235,518
Other Assets Less Liabilities (0.7%)				59,095

Net Assets (100%)			$	8,294,613

†	Percent shown is less than 0.05%.

Glossary:

TIPS

— Treasury Inflation Protected Security

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2023:

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



Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	8,232,514	$	—	$	—	$	8,232,514
Short-Term Investment
Investment Company		3,004		—		—		3,004

Total Assets	$	8,235,518	$	—	$	—	$	8,235,518

Total Liabilities	$	—	$	—	$	—	$	—

Total	$	8,235,518	$	—	$	—	$	8,235,518

The Fund held no derivatives contracts during the year ended October 31, 2023.

See Notes to Financial Statements.

118

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1290 RETIREMENT 2045 FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023

Investment security transactions for the year ended October 31, 2023 were as follows:


Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	1,331,146
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	758,922


Aggregate gross unrealized appreciation	$	717,734
Aggregate gross unrealized depreciation		(379,508	)

Net unrealized appreciation	$	338,226

Federal income tax cost of investments in securities and derivative instruments, if applicable	$	7,897,292

See Notes to Financial Statements.

119

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1290 RETIREMENT 2045 FUND

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2023


ASSETS
Investments in Securities, at value (Cost $7,885,456)	$	8,235,518
Cash		75,000
Receivable for Fund shares sold		14,043
Receivable from investment adviser		6,264
Prepaid registration and filing fees		4,655
Securities lending income receivable		486
Dividends, interest and other receivables		37
Other assets		72

Total assets		8,336,075

LIABILITIES
Transfer agent fees payable		1,822
Trustees’ fees payable		15
Accrued expenses		39,625

Total liabilities		41,462

Commitments and contingent liabilities^

NET ASSETS	$	8,294,613

Net assets were comprised of:
Paid in capital	$	7,735,877
Total distributable earnings (loss)		558,736

Net assets	$	8,294,613

Class I
Net asset value, offering and redemption price per share, $8,294,613 / 710,014 shares outstanding (unlimited amount authorized: $0.001 par value)	$	11.68

^	See Note 2 in Notes to the Financial Statements.

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2023


INVESTMENT INCOME
Dividends	$	183,104
Interest		2,582
Securities lending (net)		5,766

Total income		191,452

EXPENSES
Professional fees		46,471
Investment advisory fees		40,038
Administrative fees		30,000
Registration and filing fees		19,463
Printing and mailing expenses		12,696
Transfer agent fees		11,500
Custodian fees		4,800
Trustees’ fees		229
Miscellaneous		5,331

Gross expenses		170,528
Less: Waiver from investment adviser		(70,038	)
Reimbursement from investment adviser		(57,701	)

Net expenses		42,789

NET INVESTMENT INCOME (LOSS)		148,663

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		120,320
Net change in unrealized appreciation (depreciation) on investments in securities		(1,133	)

NET REALIZED AND UNREALIZED GAIN (LOSS)		119,187

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	267,850


*STATEMENT OF CHANGES IN NET ASSETS*	Year Ended October 31,
	2023			2022
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	148,663		$	147,672
Net realized gain (loss)		120,320			120,337
Net change in unrealized appreciation (depreciation)		(1,133	)		(1,468,800	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		267,850			(1,200,791	)

Distributions to shareholders:
Class I		(285,733	)		(477,748	)

CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 134,386 and 89,244 shares, respectively ]		1,624,916			1,131,378
Capital shares issued in reinvestment of dividends [ 14,587 and 19,296 shares, respectively ]		173,581			265,123
Capital shares repurchased [ (89,066) and (21,318) shares , respectively]		(1,069,646	)		(272,190	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		728,851			1,124,311

TOTAL INCREASE (DECREASE) IN NET ASSETS		710,968			(554,228	)
NET ASSETS:
Beginning of year		7,583,645			8,137,873

End of year	$	8,294,613		$	7,583,645

See Notes to Financial Statements.

120

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1290 RETIREMENT 2045 FUND

FINANCIAL HIGHLIGHTS


	Year Ended October 31,
Class I	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	11.67		$	14.46		$	11.83		$	12.18		$	10.91

Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.22			0.24			0.16			0.23			0.23
Net realized and unrealized gain (loss)		0.24			(2.18	)		3.03			(0.36	)		1.25

Total from investment operations		0.46			(1.94	)		3.19			(0.13	)		1.48

Less distributions:
Dividends from net investment income		(0.26	)		(0.18	)		(0.23	)		(0.22	)		(0.18	)
Distributions from net realized gains		(0.19	)		(0.67	)		(0.33	)		—	#		(0.03	)

Total dividends and distributions		(0.45	)		(0.85	)		(0.56	)		(0.22	)		(0.21	)

Net asset value, end of year	$	11.68		$	11.67		$	14.46		$	11.83		$	12.18

Total return		3.86	%		(14.30	)%		27.63	%		(1.08	)%		13.85	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	8,295		$	7,584		$	8,138		$	6,625		$	5,635
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.53	%(j)		0.53	%(j)		0.53	%(j)		0.53	%**(j)		0.53	%(j)
Before waivers and reimbursements (f)		2.13	%		2.16	%		2.18	%		2.78	%		3.51	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (f)(x)		1.86	%		1.90	%		1.21	%		1.92	%		1.97	%
Before waivers and reimbursements (f)(x)		0.26	%		0.27	%		(0.43	)%		(0.33	)%		(1.01	)%
Portfolio turnover rate^		10	%		5	%		18	%		18	%		1	%

**	Includes tax expense of less than 0.005%.

#	Per share amount is less than $0.005.

^	Portfolio turnover rate excludes derivatives, if any.

(e)

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

(f)

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

(j)

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

(x)

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

See Notes to Financial Statements.

121

1290 RETIREMENT 2050 FUND (Unaudited)

INVESTMENT ADVISER

_Ø

Equitable Investment Management, LLC

PERFORMANCE RESULTS

LOGO



Annualized Total Returns as of 10/31/23

	1 Year			5 Years			Since Incept.
Fund – Class I Shares*		4.32	%		5.28	%		5.65	%
S&P Target Date 2050 Index		8.44			6.82			6.78

* Date of inception 2/27/17. Returns for periods greater than one year are annualized.

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 10/31/23. 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, 2023, the gross expense ratio including acquired fund fees for Class I shares was 2.51%. 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, 2024. 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 4.32% for the year ended October 31, 2023. The Fund’s benchmark, the S&P Target Date 2050 Index, returned 8.44% over the same year.

Overview

Market notes

What helped performance during the year?

•

In terms of equity, the Fund’s roughly 87% allocation to equities contributed all the positive gains from an absolute perspective. The top contributors within equities were U.S. large-cap stocks and developed-world (international) equities. Emerging markets equities also contributed a modest gain.

•

The Fund’s 13% allocation to bonds saw flat, albeit slightly positive, returns from intermediate maturity securities.

What hurt performance during the year?

•

Low-volatility exposure detracted across domestic, international, and emerging equity markets with market cap methodologies leading low volatility methodologies over the year.

•

Exposure to interest rate risk from intermediate-term maturity securities detracted in a rising rate environment.

122

1290 RETIREMENT 2050 FUND (Unaudited)



Table by Asset Class (as a percentage of Total Investments in Securities)

As of October 31, 2023
Equity	79.2	%
Fixed Income	11.6
Investment Company	9.2



Top 10 Holdings (as a percentage of Total Investments in Securities)

As of October 31, 2023
iShares Core S&P Total US Stock Market ETF	27.7	%
iShares Core U.S. Aggregate Bond ETF	9.9
iShares Core MSCI EAFE ETF	9.8
Invesco S&P 500 Low Volatility ETF	9.3
iShares MSCI USA Min Vol Factor ETF	9.1
Invesco Government & Agency Portfolio, Institutional Shares	9.1
Invesco S&P International Developed Low Volatility ETF	4.9
iShares MSCI EAFE Min Vol Factor ETF	4.8
Invesco S&P MidCap Low Volatility ETF	4.8
iShares Core MSCI Emerging Markets 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, 2023 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

EXAMPLE



	Beginning Account Value 5/1/23		Ending Account Value 10/31/23		Expenses Paid During Period* 5/1/23 - 10/31/23
Class I
Actual		$1,000.00		$960.50		$2.62
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.53		2.70

* Expenses are equal to the Fund’s I shares annualized expense ratio of 0.53%, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

123

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PORTFOLIO OF INVESTMENTS

October 31, 2023



	Number of Shares		Value (Note 1)

EXCHANGE TRADED FUNDS (ETF):
Equity (86.7%)
Invesco S&P 500 Low Volatility ETF		14,730	$	859,937
Invesco S&P Emerging Markets Low Volatility ETF		4,600		101,200
Invesco S&P International Developed Low Volatility ETF		17,770		458,644
Invesco S&P MidCap Low Volatility ETF		9,260		446,446
Invesco S&P SmallCap Low Volatility ETF		5,360		205,557
iShares Core MSCI EAFE ETF		14,520		905,467
iShares Core MSCI Emerging Markets ETF		4,490		206,271
iShares Core S&P Total US Stock Market ETF		28,000		2,566,760
iShares MSCI EAFE Min Vol Factor ETF		6,980		447,139
iShares MSCI Emerging Markets Min Vol Factor ETF		1,950		100,854
iShares MSCI USA Min Vol Factor ETF		11,820		848,085
SPDR SSGA US Small Cap Low Volatility Index ETF		2,140		203,025

Total Equity				7,349,385

Fixed Income (12.8%)
iShares Core U.S. Aggregate Bond ETF (x)		9,930		916,638
iShares TIPS Bond ETF		1,610		165,508

Total Fixed Income				1,082,146

Total Exchange Traded Funds (99.5%) (Cost $7,993,591)				8,431,531


SHORT-TERM INVESTMENTS:
Investment Companies (10.0%)
Invesco Government & Agency Portfolio, Institutional Shares 5.27% (7 day yield) (xx)		842,312		842,312
JPMorgan Prime Money Market Fund, IM Shares 5.64% (7 day yield)		8,812		8,816

Total Investment Companies				851,128

Total Short-Term Investments (10.0%) (Cost $851,128)				851,128

Total Investments in Securities (109.5%) (Cost $8,844,719)				9,282,659
Other Assets Less Liabilities (-9.5%)				(808,907	)

Net Assets (100%)			$	8,473,752

(x)

All or a portion of security is on loan at October 31, 2023.

(xx)

At October 31, 2023, the Fund had loaned securities with a total value of $824,974. This was collateralized by cash of $842,312 which was subsequently invested in investment companies as detailed in the Notes to the Financial Statements.

Glossary:

TIPS

— Treasury Inflation Protected Security

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2023:

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



Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	8,431,531	$	—	$	—	$	8,431,531
Short-Term Investments
Investment Companies		851,128		—		—		851,128

Total Assets	$	9,282,659	$	—	$	—	$	9,282,659

Total Liabilities	$	—	$	—	$	—	$	—

Total	$	9,282,659	$	—	$	—	$	9,282,659

The Fund held no derivatives contracts during the year ended October 31, 2023.

See Notes to Financial Statements.

124

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023

Investment security transactions for the year ended October 31, 2023 were as follows:


Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	1,744,943
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	119,199


Aggregate gross unrealized appreciation	$	695,243
Aggregate gross unrealized depreciation		(299,880	)

Net unrealized appreciation	$	395,363

Federal income tax cost of investments in securities and derivative instruments, if applicable	$	8,887,296

See Notes to Financial Statements.

125

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1290 RETIREMENT 2050 FUND

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2023


ASSETS
Investments in Securities, at value (x) (Cost $8,844,719)	$	9,282,659
Cash		75,000
Receivable from investment adviser		6,418
Receivable for Fund shares sold		4,862
Prepaid registration and filing fees		4,646
Securities lending income receivable		246
Dividends, interest and other receivables		64
Other assets		79

Total assets		9,373,974

LIABILITIES
Payable for return of collateral on securities loaned		842,312
Payable for securities purchased		16,305
Transfer agent fees payable		2,006
Trustees’ fees payable		17
Accrued expenses		39,582

Total liabilities		900,222

Commitments and contingent liabilities^

NET ASSETS	$	8,473,752

Net assets were comprised of:
Paid in capital	$	7,952,981
Total distributable earnings (loss)		520,771

Net assets	$	8,473,752

Class I
Net asset value, offering and redemption price per share, $8,473,752 / 670,531 shares outstanding (unlimited amount authorized: $0.001 par value)	$	12.64

(x)

Includes value of securities on loan of $824,974.

^	See Note 2 in Notes to the Financial Statements.

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2023


INVESTMENT INCOME
Dividends	$	174,584
Interest		2,897
Securities lending (net)		6,695

Total income		184,176

EXPENSES
Professional fees		46,338
Investment advisory fees		38,983
Administrative fees		30,000
Registration and filing fees		19,404
Printing and mailing expenses		12,572
Transfer agent fees		11,400
Custodian fees		4,700
Trustees’ fees		218
Miscellaneous		5,520

Gross expenses		169,135
Less: Waiver from investment adviser		(68,983	)
Reimbursement from investment adviser		(58,750	)

Net expenses		41,402

NET INVESTMENT INCOME (LOSS)		142,774

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		37,019
Net change in unrealized appreciation (depreciation) on investments in securities		60,466

NET REALIZED AND UNREALIZED GAIN (LOSS)		97,485

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	240,259


*STATEMENT OF CHANGES IN NET ASSETS*	Year Ended October 31,
	2023			2022
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	142,774		$	127,906
Net realized gain (loss)		37,019			32,873
Net change in unrealized appreciation (depreciation)		60,466			(1,191,150	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		240,259			(1,030,371	)

Distributions to shareholders:
Class I		(181,109	)		(139,581	)

CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 144,031 and 130,163 shares, respectively ]		1,870,800			1,777,782
Capital shares issued in reinvestment of dividends [ 7,647 and 4,122 shares, respectively ]		98,186			60,381
Capital shares repurchased [ (23,456) and (25,931) shares , respectively]		(297,786	)		(356,653	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		1,671,200			1,481,510

TOTAL INCREASE (DECREASE) IN NET ASSETS		1,730,350			311,558
NET ASSETS:
Beginning of year		6,743,402			6,431,844

End of year	$	8,473,752		$	6,743,402

See Notes to Financial Statements.

126

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FINANCIAL HIGHLIGHTS


	Year Ended October 31,
Class I	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	12.43		$	14.82		$	11.76		$	12.24		$	10.97

Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.24			0.26			0.16			0.22			0.22
Net realized and unrealized gain (loss)		0.30			(2.34	)		3.24			(0.46	)		1.30

Total from investment operations		0.54			(2.08	)		3.40			(0.24	)		1.52

Less distributions:
Dividends from net investment income		(0.27	)		(0.16	)		(0.21	)		(0.22	)		(0.20	)
Distributions from net realized gains		(0.06	)		(0.15	)		(0.13	)		(0.02	)		(0.05	)

Total dividends and distributions		(0.33	)		(0.31	)		(0.34	)		(0.24	)		(0.25	)

Net asset value, end of year	$	12.64		$	12.43		$	14.82		$	11.76		$	12.24

Total return		4.32	%		(14.31	)%		29.37	%		(2.05	)%		14.18	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	8,474		$	6,743		$	6,432		$	4,761		$	3,747
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.53	%(j)		0.53	%(j)		0.53	%(j)		0.53	%**(j)		0.52	%(j)
Before waivers and reimbursements (f)		2.17	%		2.39	%		2.75	%		3.80	%		4.52	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (f)(x)		1.83	%		1.93	%		1.17	%		1.90	%		1.96	%
Before waivers and reimbursements (f)(x)		0.19	%		0.07	%		(1.05	)%		(1.37	)%		(2.03	)%
Portfolio turnover rate^		2	%		2	%		5	%		21	%		2	%

**	Includes tax expense of less than 0.005%.

^	Portfolio turnover rate excludes derivatives, if any.

(e)

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

(f)

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

(j)

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

(x)

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

See Notes to Financial Statements.

127

1290 RETIREMENT 2055 FUND (Unaudited)

INVESTMENT ADVISER

_Ø

Equitable Investment Management, LLC

PERFORMANCE RESULTS

LOGO



Annualized Total Returns as of 10/31/23

	1 Year			5 Years			Since Incept.
Fund – Class I Shares*		4.36	%		5.41	%		5.85	%
S&P Target Date 2055 Index		8.48			6.88			6.84

* Date of inception 2/27/17. Returns for periods greater than one year are annualized.

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 10/31/22. 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, 2023, the gross expense ratio including acquired fund fees for Class I shares was 2.99%. 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, 2024. 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 4.36% for the year ended October 31, 2023. The Fund’s benchmark, the S&P Target Date 2055 Index, returned 8.48% over the same year.

Overview

Market notes

What helped performance during the year?

•

In terms of equity, the Fund’s roughly 92% allocation to equities contributed all the positive gains from an absolute perspective. The top contributors within equities were U.S. large-cap stocks and developed-world (international) equities. Emerging markets equities also contributed a modest gain.

•

The Fund’s 8% allocation to bonds saw flat, albeit slightly positive, returns from intermediate maturity securities.

What hurt performance during the year?

•

Low-volatility exposure detracted across domestic, international, and emerging equity markets with market cap methodologies leading low volatility methodologies over the year.

•

Holding no dedicated exposure to short duration securities in a rising rate environment hurt relative performance.

128

1290 RETIREMENT 2055 FUND (Unaudited)



Table by Asset Class (as a percentage of Total Investments in Securities)

As of October 31, 2023
Equity	86.9	%
Fixed Income	7.3
Investment Company	5.8



Top 10 Holdings (as a percentage of Total Investments in Securities)

As of October 31, 2023
iShares Core S&P Total US Stock Market ETF	30.0	%
iShares Core MSCI EAFE ETF	10.5
Invesco S&P 500 Low Volatility ETF	10.4
iShares MSCI USA Min Vol Factor ETF	10.1
iShares Core U.S. Aggregate Bond ETF	6.3
Invesco Government & Agency Portfolio, Institutional Shares	5.6
Invesco S&P International Developed Low Volatility ETF	5.4
Invesco S&P MidCap Low Volatility ETF	5.4
iShares MSCI EAFE Min Vol Factor ETF	5.3
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, 2023 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

EXAMPLE



	Beginning Account Value 5/1/23		Ending Account Value 10/31/23		Expenses Paid During Period* 5/1/23 - 10/31/23
Class I
Actual		$1,000.00		$961.50		$2.60
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.55		2.68

* Expenses are equal to the Fund’s I shares annualized expense ratio of 0.53%, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

129

1290 FUNDS

1290 RETIREMENT 2055 FUND

PORTFOLIO OF INVESTMENTS

October 31, 2023



	Number of Shares		Value (Note 1)
EXCHANGE TRADED FUNDS (ETF):
Equity (91.7%)
Invesco S&P 500 Low Volatility ETF		10,050	$	586,719
Invesco S&P Emerging Markets Low Volatility ETF		3,180		69,960
Invesco S&P International Developed Low Volatility ETF		11,900		307,139
Invesco S&P MidCap Low Volatility ETF		6,320		304,702
Invesco S&P SmallCap Low Volatility ETF		3,620		138,828
iShares Core MSCI EAFE ETF		9,580		597,409
iShares Core MSCI Emerging Markets ETF		2,930		134,604
iShares Core S&P Total US Stock Market ETF		18,570		1,702,312
iShares MSCI EAFE Min Vol Factor ETF		4,720		302,363
iShares MSCI Emerging Markets Min Vol Factor ETF		1,340		69,305
iShares MSCI USA Min Vol Factor ETF		8,010		574,717
SPDR SSGA US Small Cap Low Volatility Index ETF		1,430		135,666

Total Equity				4,923,724

Fixed Income (7.7%)
iShares Core U.S. Aggregate Bond ETF(x)		3,860		356,317
iShares TIPS Bond ETF		590		60,652

Total Fixed Income				416,969

Total Exchange Traded Funds (99.4%) (Cost $4,802,298)				5,340,693

	Number of Shares		Value (Note 1)
SHORT-TERM INVESTMENTS:
Investment Companies (6.1%)
Dreyfus Treasury Obligations Cash Management Fund 5.24% (7 day yield) (xx)		8,935		8,935
Invesco Government & Agency Portfolio, Institutional Shares 5.27% (7 day yield) (xx)		318,489		318,489

Total Investment Companies				327,424

Total Short-Term Investments (6.1%) (Cost $327,424)				327,424

Total Investments in Securities (105.5%) (Cost $5,129,722)				5,668,117
Other Assets Less Liabilities (-5.5%)				(296,919	)

Net Assets (100%)			$	5,371,198

(x)

All or a portion of security is on loan at October 31, 2023.

(xx)

At October 31, 2023, the Fund had loaned securities with a total value of $320,685. This was collateralized by cash of $327,424 which was subsequently invested in investment companies as detailed in the Notes to the Financial Statements.

Glossary:

TIPS

— Treasury Inflation Protected Security

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2023:

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



Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	5,340,693	$	—	$	—	$	5,340,693
Short-Term Investments
Investment Companies		327,424		—		—		327,424

Total Assets	$	5,668,117	$	—	$	—	$	5,668,117

Total Liabilities	$	—	$	—	$	—	$	—

Total	$	5,668,117	$	—	$	—	$	5,668,117

See Notes to Financial Statements.

130

1290 FUNDS

1290 RETIREMENT 2055 FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023

The Fund held no derivatives contracts during the year ended October 31, 2023.

Investment security transactions for the year ended October 31, 2023 were as follows:


Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	753,374
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	648,376


Aggregate gross unrealized appreciation	$	691,069
Aggregate gross unrealized depreciation		(155,110	)

Net unrealized appreciation	$	535,959

Federal income tax cost of investments in securities and derivative instruments, if applicable	$	5,132,158

See Notes to Financial Statements.

131

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*STATEMENT OF ASSETS AND LIABILITIES* *October 31, 2023*

ASSETS
Investments in Securities, at value (x) (Cost $5,129,722)	$	5,668,117
Cash		36,625
Receivable for Fund shares sold		23,375
Receivable from investment adviser		7,362
Prepaid registration and filing fees		4,534
Securities lending income receivable		168
Other assets		46

Total assets		5,740,227

LIABILITIES
Payable for return of collateral on securities loaned		327,424
Accrued professional fees		36,733
Transfer agent fees payable		1,806
Payable for Fund shares repurchased		564
Trustees’ fees payable		24
Accrued expenses		2,478

Total liabilities		369,029

Commitments and contingent liabilities^
NET ASSETS	$	5,371,198

Net assets were comprised of:
Paid in capital	$	4,611,071
Total distributable earnings (loss)		760,127

Net assets	$	5,371,198

Class I
Net asset value, offering and redemption price per share, $5,371,198 / 422,175 shares outstanding (unlimited amount authorized: $0.001 par value)	$	12.72

(x)

Includes value of securities on loan of $320,685.

^	See Note 2 in Notes to the Financial Statements.

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2023



INVESTMENT INCOME
Dividends	$	121,146
Interest		2,161
Securities lending (net)		5,218

Total income		128,525

EXPENSES
Professional fees		45,014
Administrative fees		30,000
Investment advisory fees		27,458
Registration and filing fees		19,289
Printing and mailing expenses		12,370
Transfer agent fees		11,100
Custodian fees		5,200
Trustees’ fees		159
Miscellaneous		4,895

Gross expenses		155,485
Less: Waiver from investment adviser		(57,458	)
Reimbursement from investment adviser		(69,072	)

Net expenses		28,955

NET INVESTMENT INCOME (LOSS)		99,570

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		162,970
Net change in unrealized appreciation (depreciation) on investments in securities		(36,485	)

NET REALIZED AND UNREALIZED GAIN (LOSS)		126,485

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	226,055

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended October 31,
	2023			2022
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	99,570		$	99,072
Net realized gain (loss)		162,970			87,863
Net change in unrealized appreciation (depreciation)		(36,485	)		(995,869	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		226,055			(808,934	)

Distributions to shareholders:
Class I		(197,242	)		(86,186	)

CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 69,931 and 65,983 shares, respectively ]		912,050			901,418
Capital shares issued in reinvestment of dividends [ 5,820 and 1,847 shares, respectively ]		75,142			27,561
Capital shares repurchased [ (58,282) and (28,317) shares , respectively]		(764,470	)		(392,385	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		222,722			536,594

TOTAL INCREASE (DECREASE) IN NET ASSETS		251,535			(358,526	)
NET ASSETS:
Beginning of year		5,119,663			5,478,189

End of year	$	5,371,198		$	5,119,663

See Notes to Financial Statements.

132

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1290 RETIREMENT 2055 FUND

FINANCIAL HIGHLIGHTS


	Year Ended October 31,
Class I	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	12.65		$	15.00		$	11.73		$	12.32		$	11.04

Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.24			0.26			0.16			0.23			0.22
Net realized and unrealized gain (loss)		0.32			(2.37	)		3.45			(0.58	)		1.32

Total from investment operations		0.56			(2.11	)		3.61			(0.35	)		1.54

Less distributions:
Dividends from net investment income		(0.27	)		(0.17	)		(0.21	)		(0.23	)		(0.21	)
Distributions from net realized gains		(0.22	)		(0.07	)		(0.13	)		(0.01	)		(0.05	)

Total dividends and distributions		(0.49	)		(0.24	)		(0.34	)		(0.24	)		(0.26	)

Net asset value, end of year	$	12.72		$	12.65		$	15.00		$	11.73		$	12.32

Total return		4.36	%		(14.34	)%		31.27	%		(2.97	)%		14.29	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	5,371		$	5,120		$	5,478		$	3,883		$	3,545
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.53	%(j)		0.52	%(j)		0.52	%(j)		0.53	%**(j)		0.52	%(j)
Before waivers and reimbursements (f)		2.83	%		2.86	%		3.11	%		4.34	%		4.74	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (f)(x)		1.81	%		1.88	%		1.16	%		1.97	%		1.95	%
Before waivers and reimbursements (f)(x)		(0.49	)%		(0.46	)%		(1.43	)%		(1.84	)%		(2.27	)%
Portfolio turnover rate^		12	%		5	%		2	%		6	%		2	%

**	Includes Tax expense of 0.01.

^	Portfolio turnover rate excludes derivatives, if any.

(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 0.66 in 2020 and 0.65 in 2023, 2022, 2021 and 2019.

(x)

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

See Notes to Financial Statements.

133

1290 RETIREMENT 2060 FUND (Unaudited)

INVESTMENT ADVISER

_Ø

Equitable Investment Management, LLC

PERFORMANCE RESULTS

LOGO



Annualized Total Returns as of 10/31/23

	1 Year			5 Years			Since Incept.
Fund – Class I Shares*		4.63	%		5.80	%		6.18	%
S&P Target Date 2060+ Index		8.55			6.90			6.90

* Date of inception 2/27/17. Returnsfor periods greater than one year are annualized.

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 10/31/23. 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, 2023, the gross expense ratio including acquired fund fees for Class I shares was 2.88%. 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, 2024. 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 4.63% for the year ended October 31, 2023. The Fund’s benchmark, the S&P Target Date 2060+ Index, returned 8.55% over the same year.

Overview

Market notes

What helped performance during the year?

•

In terms of equity, the Fund’s roughly 97% allocation to equities contributed all the positive gains from an absolute perspective. The top contributors within equities were U.S. large-cap stocks and developed-world (international) equities. Emerging markets equities also contributed a modest gain.

•

The Fund’s 3% allocation to bonds saw flat, albeit slightly positive, returns from intermediate maturity securities.

What hurt performance during the year?

•

Low-volatility exposure detracted across domestic, international, and emerging equity markets with market cap methodologies leading low volatility methodologies over the year.

•

Holding no dedicated exposure to short duration securities in a rising rate environment hurt relative performance.

134

1290 RETIREMENT 2060 FUND (Unaudited)



Table by Asset Class (as a percentage of Total Investments in Securities) As of October 31, 2023
Equity	97.2	%
Fixed Income	2.8



Top 10 Holdings (as a percentage of Total Investments in Securities) As of October 31, 2023
iShares Core S&P Total US Stock Market ETF	33.8	%
iShares Core MSCI EAFE ETF	11.8
Invesco S&P 500 Low Volatility ETF	11.6
iShares MSCI USA Min Vol Factor ETF	11.6
iShares MSCI EAFE Min Vol Factor ETF	6.0
Invesco S&P International Developed Low Volatility ETF	6.0
Invesco S&P MidCap Low Volatility ETF	6.0
Invesco S&P SmallCap Low Volatility ETF	2.7
SPDR SSGA US Small Cap Low Volatility Index ETF	2.7
iShares Core MSCI Emerging Markets ETF	2.6

Holdings are subject to change without notice.

UNDERSTANDING YOUR EXPENSES:

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

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

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended October 31, 2023 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

EXAMPLE



	Beginning Account Value 5/1/23		Ending Account Value 10/31/23		Expenses Paid During Period* 5/1/23 - 10/31/23
Class I
Actual		$1,000.00		$962.60		$2.58
Hypothetical (5% average annual return before expenses)		1,000.00		1,022.57		2.66

* Expenses are equal to the Fund’s 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).

135

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1290 RETIREMENT 2060 FUND

PORTFOLIO OF INVESTMENTS

October 31, 2023



	Number of Shares		Value (Note 1)

EXCHANGE TRADED FUNDS (ETF):
Equity (97.1%)
Invesco S&P 500 Low Volatility ETF		11,910	$	695,306
Invesco S&P Emerging Markets Low Volatility ETF		3,570		78,540
Invesco S&P International Developed Low Volatility ETF		13,890		358,501
Invesco S&P MidCap Low Volatility ETF		7,400		356,771
Invesco S&P SmallCap Low Volatility ETF		4,240		162,605
iShares Core MSCI EAFE ETF		11,320		705,915
iShares Core MSCI Emerging Markets ETF		3,380		155,277
iShares Core S&P Total US Stock Market ETF		22,100		2,025,907
iShares MSCI EAFE Min Vol Factor ETF		5,600		358,736
iShares MSCI Emerging Markets Min Vol Factor ETF		1,580		81,718
iShares MSCI USA Min Vol Factor ETF		9,680		694,540
SPDR SSGA US Small Cap Low Volatility Index ETF		1,680		159,384

Total Equity				5,833,200

Fixed Income (2.7%)
iShares Core U.S. Aggregate Bond ETF		1,510		139,388
iShares TIPS Bond ETF		250		25,700

Total Fixed Income				165,088

Total Investments in Securities (99.8%) (Cost $5,460,986)				5,998,288
Other Assets Less Liabilities (0.2%)				10,861

Net Assets (100%)			$	6,009,149

Glossary:

TIPS

— Treasury Inflation Protected Security

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2023:

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



Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Exchange Traded Funds
Exchange Traded Funds	$	5,998,288	$	—	$	—	$	5,998,288

Total Assets	$	5,998,288	$	—	$	—	$	5,998,288

Total Liabilities	$	—	$	—	$	—	$	—

Total	$	5,998,288	$	—	$	—	$	5,998,288

The Fund held no derivatives contracts during the year ended October 31, 2023.

Investment security transactions for the year ended October 31, 2023 were as follows:


Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	1,066,322
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	383,345

See Notes to Financial Statements.

136

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1290 RETIREMENT 2060 FUND

PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023


Aggregate gross unrealized appreciation	$	656,646
Aggregate gross unrealized depreciation		(131,955	)

Net unrealized appreciation	$	524,691

Federal income tax cost of investments in securities and derivative instruments, if applicable	$	5,473,597

See Notes to Financial Statements.

137

1290 FUNDS

1290 RETIREMENT 2060 FUND

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2023


ASSETS
Investments in Securities, at value (Cost $5,460,986)	$	5,998,288
Cash		32,872
Receivable from investment adviser		8,351
Receivable for Fund shares sold		6,597
Prepaid registration and filing fees		4,561
Securities lending income receivable		173
Other assets		51

Total assets		6,050,893

LIABILITIES
Accrued professional fees		36,767
Transfer agent fees payable		1,796
Trustees’ fees payable		17
Accrued expenses		3,164

Total liabilities		41,744

Commitments and contingent liabilities^

NET ASSETS	$	6,009,149

Net assets were comprised of:
Paid in capital	$	5,349,761
Total distributable earnings (loss)		659,388

Net assets	$	6,009,149

Class I
Net asset value, offering and redemption price per share, $6,009,149 / 467,237 shares outstanding (unlimited amount authorized: $0.001 par value)	$	12.86

^	See Note 2 in Notes to the Financial Statements.

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2023



INVESTMENT INCOME
Dividends	$	127,030
Interest		1,989
Securities lending (net)		4,197

Total income		133,216

EXPENSES
Professional fees		46,219
Administrative fees		30,000
Investment advisory fees		29,041
Registration and filing fees		19,304
Printing and mailing expenses		12,458
Transfer agent fees		11,800
Custodian fees		5,500
Trustees’ fees		164
Miscellaneous		5,005

Gross expenses		159,491
Less: Waiver from investment adviser		(59,041	)
Reimbursement from investment adviser		(70,055	)

Net expenses		30,395

NET INVESTMENT INCOME (LOSS)		102,821

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments in securities		71,819
Net change in unrealized appreciation (depreciation) on investments in securities		48,443

NET REALIZED AND UNREALIZED GAIN (LOSS)		120,262

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	223,083

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended October 31,
	2023			2022
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	102,821		$	102,750
Net realized gain (loss)		71,819			94,052
Net change in unrealized appreciation (depreciation)		48,443			(1,048,819	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		223,083			(852,017	)

Distributions to shareholders:
Class I		(211,104	)		(116,998	)

CAPITAL SHARES TRANSACTIONS:
Class I
Capital shares sold [ 112,639 and 83,004 shares, respectively ]		1,484,540			1,152,423
Capital shares issued in reinvestment of dividends [ 6,061 and 2,586 shares, respectively ]		78,969			38,948
Capital shares repurchased [ (55,092) and (54,036) shares , respectively]		(729,068	)		(717,525	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		834,441			473,846

TOTAL INCREASE (DECREASE) IN NET ASSETS		846,420			(495,169	)
NET ASSETS:
Beginning of year		5,162,729			5,657,898

End of year	$	6,009,149		$	5,162,729

See Notes to Financial Statements.

138

1290 FUNDS

1290 RETIREMENT 2060 FUND

FINANCIAL HIGHLIGHTS


	Year Ended October 31,
Class I	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	12.79		$	15.21		$	11.77		$	12.38		$	11.07

Income (loss) from investment operations:
Net investment income (loss) (e)(x)		0.24			0.25			0.16			0.24			0.22
Net realized and unrealized gain (loss)		0.36			(2.36	)		3.66			(0.61	)		1.34

Total from investment operations		0.60			(2.11	)		3.82			(0.37	)		1.56

Less distributions:
Dividends from net investment income		(0.28	)		(0.16	)		(0.22	)		(0.22	)		(0.21	)
Distributions from net realized gains		(0.25	)		(0.15	)		(0.16	)		(0.02	)		(0.04	)

Total dividends and distributions		(0.53	)		(0.31	)		(0.38	)		(0.24	)		(0.25	)

Net asset value, end of year	$	12.86		$	12.79		$	15.21		$	11.77		$	12.38

Total return		4.63	%		(14.17	)%		33.13	%		(3.11	)%		14.43	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	6,009		$	5,163		$	5,658		$	3,818		$	3,490
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.52	%(j)		0.52	%(j)		0.52	%(j)		0.53	%**(j)		0.52	%(j)
Before waivers and reimbursements (f)		2.75	%		2.75	%		3.24	%		4.31	%		4.83	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (f)(x)		1.77	%		1.84	%		1.13	%		2.01	%		1.93	%
Before waivers and reimbursements (f)(x)		(0.45	)%		(0.39	)%		(1.58	)%		(1.78	)%		(2.39	)%
Portfolio turnover rate^		7	%		8	%		4	%		9	%		2	%

**	Includes Tax expense of 0.01%.

^	Portfolio turnover rate excludes derivatives, if any.

(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 0.66% in 2020 and 0.65% in 2023, 2022, 2021 and 2019.

(x)

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

See Notes to Financial Statements.

139

1290 SMARTBETA EQUITY FUND (Unaudited)

INVESTMENT ADVISER

_Ø

Equitable Investment Management, LLC

INVESTMENT SUB-ADVISER

_Ø

AXA Investment Managers US Inc.

PERFORMANCE RESULTS

LOGO


Annualized Total Returns as of 10/31/23

		1 Year			5 Years			Since Incept.
Fund – Class A Shares*	without Sales Charge		6.14	%		7.64	%		7.08	%
	with Sales Charge (a)		0.33			6.43			6.41
Fund – Class I Shares*			6.46			7.92			7.35
Fund – Class R Shares*			5.90			7.37			6.81
Fund – Class T Shares*†	without Sales Charge		6.46			7.92			7.35
	with Sales Charge (b)		3.83			7.38			7.05
MSCI World (Net) Index			10.48			8.27			7.38

* 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 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 10/31/23. 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, 2023, the gross expense ratios for Class A, I, R and T shares were 1.42%, 1.17%, 1.68% and 1.42%, respectively. The net expense ratios for Class A, I, R and T shares were 1.10%, 0.85%, 1.35% and 0.85%, respectively. The net expense ratios reflect the Adviser’s decision to contractually limit expenses through April 30, 2024. 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 6.46% for the year ended October 31, 2023. The Fund’s benchmark, the MSCI World (Net) Index, returned 10.48% over the same year.

Overview — AXA Investment Managers US Inc.

What helped performance during the year?

•

Although volatile, the quality and the low-volatility exposure of the Fund contributed positively to active returns. Companies demonstrating high earnings and balance sheet quality delivered above benchmark returns in aggregate while a lower beta and a lower volatility were also rewarded.

•

Overweight insurers and underweight regional banks contributed positively during the period.

What hurt performance during the year?

•

Underweight exposure in some segments of the technology sector, such as semiconductors, internet software and services, and IT software and services, detracted.

•

Stock level underweightings in Nvidia Corp. and Amazon.com, Inc. detracted as these stocks rose strongly, supported by expected growth in Artificial Intelligence (AI) and green technologies. A zero-weighting in Meta Platforms, Inc. detracted. The stock was excluded from the selection universe due to controversies surrounding use of customer data and data privacy.

•

Overweighting defensive companies in the food and drinks segment detracted in a more “risk-on” environment.

140

1290 SMARTBETA EQUITY FUND (Unaudited)



Sector Weightings as of October 31, 2023	% of Net Assets
Information Technology		18.3	%
Financials		18.1
Industrials		17.3
Health Care		11.6
Consumer Staples		11.4
Consumer Discretionary		6.5
Communication Services		5.7
Utilities		3.8
Materials		2.0
Real Estate		1.9
Energy		1.9
Investment Companies		1.3
Cash and Other		0.2

		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, 2023 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

EXAMPLE



	Beginning Account Value 5/1/23		Ending Account Value 10/31/23		Expenses Paid During Period* 5/1/23 - 10/31/23
Class A
Actual		$1,000.00		$967.50		$5.45
Hypothetical (5% average annual return before expenses)		1,000.00		1,019.66		5.60
Class I
Actual		1,000.00		968.90		4.22
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.92		4.33
Class R
Actual		1,000.00		966.20		6.69
Hypothetical (5% average annual return before expenses)		1,000.00		1,018.40		6.87
Class T
Actual		1,000.00		968.90		4.22
Hypothetical (5% average annual return before expenses)		1,000.00		1,020.92		4.33

* Expenses are equal to the Fund’s A, I, R and T shares annualized expense ratio of 1.10%, 0.85%, 1.35% and 0.85%, respectively, multiplied by the average account value over the period, and multiplied by 184/365 (to reflect the one-half year period).

141

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1290 SMARTBETA EQUITY FUND

PORTFOLIO OF INVESTMENTS

October 31, 2023



	Number of Shares		Value (Note 1)
COMMON STOCKS:
Communication Services (5.7%)
*Diversified Telecommunication Services (1.9%)*
AT&T, Inc.		28,500	$	438,900
Nippon Telegraph & Telephone Corp.		212,500		247,864
Quebecor, Inc., Class B		8,300		171,237
Spark New Zealand Ltd.		84,881		245,775
Swisscom AG (Registered)		922		551,386
Telenor ASA		17,872		182,624
Telstra Group Ltd.		133,153		321,814
Verizon Communications, Inc.		41,800		1,468,434

				3,628,034

*Interactive Media & Services (2.5%)*
Alphabet, Inc., Class A*		35,300		4,380,024
Meta Platforms, Inc., Class A*		736		221,735

				4,601,759

*Media (0.8%)*
Charter Communications, Inc., Class A*		544		219,123
Comcast Corp., Class A		29,100		1,201,539

				1,420,662

*Wireless Telecommunication Services (0.5%)*
KDDI Corp.		12,700		375,952
T-Mobile US, Inc.*		3,703		532,714

				908,666

Total Communication Services				10,559,121

Consumer Discretionary (6.5%)
*Automobile Components (0.2%)*
Bridgestone Corp.		8,900		332,748

*Automobiles (0.7%)*
Bayerische Motoren Werke AG		4,953		459,249
Mercedes-Benz Group AG		8,206		481,286
Tesla, Inc.*		2,172		436,224

				1,376,759

*Broadline Retail (1.5%)*
Amazon.com, Inc.*		17,600		2,342,384
Dollarama, Inc.		2,900		198,039
Wesfarmers Ltd.		10,269		329,094

				2,869,517

*Distributors (0.2%)*
Genuine Parts Co.		1,000		128,860
Pool Corp.		555		175,252

				304,112

*Hotels, Restaurants & Leisure (0.3%)*
Aristocrat Leisure Ltd.		8,814		215,427
Chipotle Mexican Grill, Inc., Class A*		200		388,440

				603,867

*Household Durables (0.4%)*
DR Horton, Inc.		1,900		198,360
Lennar Corp., Class A		1,600		170,688
Sekisui House Ltd.		17,200		333,504

				702,552

*Specialty Retail (2.7%)*
AutoZone, Inc.*		200		495,426
Best Buy Co., Inc.		2,600		173,732
Home Depot, Inc. (The)		5,600		1,594,264
Industria de Diseno Textil SA(x)		5,279		181,815
Lowe’s Cos., Inc.		4,100		781,337
O’Reilly Automotive, Inc.*		741		689,456
TJX Cos., Inc. (The)		6,800		598,876
Tractor Supply Co.		1,400		269,584
Ulta Beauty, Inc.*		400		152,524

				4,937,014

*Textiles, Apparel & Luxury Goods (0.5%)*
Kering SA		311		126,099
LVMH Moet Hennessy Louis Vuitton SE		258		184,132
NIKE, Inc., Class B		5,500		565,235

				875,466

Total Consumer Discretionary				12,002,035

Consumer Staples (11.4%)
*Beverages (2.6%)*
Brown-Forman Corp., Class B		3,900		219,024
Carlsberg A/S, Class B		1,112		132,423
Coca-Cola Co. (The)		34,800		1,965,852
Diageo plc		7,117		268,767
Keurig Dr Pepper, Inc.		10,132		307,304
Monster Beverage Corp.*		3,314		169,345
PepsiCo, Inc.		11,000		1,796,080

				4,858,795

*Consumer Staples Distribution & Retail (2.7%)*
Coles Group Ltd.		17,307		167,645
Costco Wholesale Corp.		3,168		1,750,130
Dollar General Corp.		1,700		202,368
George Weston Ltd.		2,100		227,786
Koninklijke Ahold Delhaize NV		14,652		434,092
Loblaw Cos. Ltd.		2,300		188,113
Walmart, Inc.		9,800		1,601,418
Woolworths Group Ltd.		14,776		330,122

				4,901,674

*Food Products (3.2%)*
Ajinomoto Co., Inc.		4,600		166,307
Archer-Daniels-Midland Co.		8,100		579,717
Danone SA		5,704		338,888
General Mills, Inc.		11,700		763,308
Hershey Co. (The)		3,500		655,725
J M Smucker Co. (The)		2,200		250,448
Kellogg Co.		7,700		388,619
McCormick & Co., Inc. (Non-Voting)		2,100		134,190
Mondelez International, Inc., Class A		18,800		1,244,748
Nestle SA (Registered)		12,000		1,293,596

				5,815,546

*Household Products (2.3%)*
Church & Dwight Co., Inc.		2,000		181,880
Colgate-Palmolive Co.		12,800		961,536
Henkel AG & Co. KGaA (Preference)(q)		3,969		285,909
Kimberly-Clark Corp.		6,100		729,804

See Notes to Financial Statements.

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October 31, 2023



	Number of Shares		Value (Note 1)
Procter & Gamble Co. (The)		14,100	$	2,115,423

				4,274,552

*Personal Care Products (0.6%)*
Beiersdorf AG		2,994		392,984
L’Oreal SA		776		325,273
Unilever plc (Cboe Europe)		4,078		192,640
Unilever plc (London Stock Exchange)		5,289		250,005

				1,160,902

Total Consumer Staples				21,011,469

Energy (1.9%)
*Oil, Gas & Consumable Fuels (1.9%)*
Chevron Corp.		4,500		655,785
Enbridge, Inc.		35,500		1,137,638
Equinor ASA		16,118		540,275
Exxon Mobil Corp.		10,600		1,122,010

Total Energy				3,455,708

Financials (18.1%)
*Banks (5.3%)*
Bank Hapoalim BM		42,421		302,992
Bank of America Corp.		19,100		503,094
Bank of Montreal		9,600		725,426
Bank of Nova Scotia (The)		22,900		927,229
Canadian Imperial Bank of Commerce		9,000		317,426
Commonwealth Bank of Australia		2,502		153,255
DBS Group Holdings Ltd.		11,000		263,923
Israel Discount Bank Ltd., Class A		31,153		136,805
JPMorgan Chase & Co.		7,400		1,029,044
Mitsubishi UFJ Financial Group, Inc.		48,200		399,719
Mizuho Financial Group, Inc.		17,700		297,248
National Bank of Canada(x)		6,200		385,480
Nordea Bank Abp (Aquis Stock Exchange)		23,265		244,665
Nordea Bank Abp (Turquoise Stock Exchange)		13,972		146,824
Oversea-Chinese Banking Corp. Ltd.		22,500		208,377
Royal Bank of Canada (x)		18,600		1,485,586
Sumitomo Mitsui Financial Group, Inc.		10,000		476,332
Toronto-Dominion Bank (The)		21,900		1,223,273
United Overseas Bank Ltd.		27,600		544,682

				9,771,380

*Capital Markets (2.9%)*
Ameriprise Financial, Inc.		1,500		471,855
ASX Ltd.		7,512		267,473
Bank of New York Mellon Corp. (The)		7,700		327,250
BlackRock, Inc.		683		418,187
Cboe Global Markets, Inc.		1,900		311,391
CME Group, Inc.		1,900		405,574
Daiwa Securities Group, Inc.		33,000		188,105
Deutsche Boerse AG		2,051		336,809
FactSet Research Systems, Inc.		400		172,756
Hong Kong Exchanges & Clearing Ltd.		4,900		172,199
Intercontinental Exchange, Inc.		4,700		504,968
Moody’s Corp.		1,700		523,600
Nasdaq, Inc.		3,400		168,640
S&P Global, Inc.		2,100		733,551
State Street Corp.		2,800		180,964
TMX Group Ltd.		9,500		197,844

				5,381,166

*Consumer Finance (0.4%)*
American Express Co.		4,900		715,547

*Financial Services (2.7%)*
Berkshire Hathaway, Inc., Class B*		4,500		1,535,985
Fiserv, Inc.*		5,339		607,311
Mastercard, Inc., Class A		3,300		1,241,955
Visa, Inc., Class A		7,000		1,645,700

				5,030,951

*Insurance (6.8%)*
Admiral Group plc		5,511		163,640
Aflac, Inc.		8,800		687,368
Allianz SE (Registered)		3,356		784,412
American International Group, Inc.		5,400		331,074
Aon plc, Class A		2,200		680,680
Assicurazioni Generali SpA		20,746		411,478
Chubb Ltd.		2,400		515,088
Hannover Rueck SE		1,052		231,863
Hartford Financial Services Group, Inc. (The)		2,600		190,970
Intact Financial Corp.		3,000		421,503
Loews Corp.		5,300		339,253
Manulife Financial Corp.		23,400		407,338
Marsh & McLennan Cos., Inc.		7,000		1,327,550
MS&AD Insurance Group Holdings, Inc.		8,500		308,036
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen (Registered)		1,959		784,562
NN Group NV		7,477		239,399
Progressive Corp. (The)		2,800		442,652
Prudential Financial, Inc.		3,700		338,328
Sampo OYJ, Class A		10,515		412,883
Sompo Holdings, Inc.		9,600		412,121
Sun Life Financial, Inc.		10,300		470,454
Swiss Re AG		3,896		424,528
Tokio Marine Holdings, Inc.		17,500		385,964
Travelers Cos., Inc. (The)		4,400		736,736
W R Berkley Corp.		3,600		242,712
Zurich Insurance Group AG		1,542		729,935

				12,420,527

Total Financials				33,319,571

Health Care (11.6%)
*Biotechnology (0.6%)*
Amgen, Inc.		2,106		538,504
Gilead Sciences, Inc.		2,100		164,934
Vertex Pharmaceuticals, Inc.*		1,267		458,794

				1,162,232

*Health Care Equipment & Supplies (2.7%)*
Abbott Laboratories		15,400		1,456,070
Becton Dickinson & Co.		3,000		758,340
Boston Scientific Corp.*		10,300		527,257
Edwards Lifesciences Corp.*		7,400		471,528
IDEXX Laboratories, Inc.*		562		224,502
Medtronic plc		13,400		945,504
ResMed, Inc.		1,200		169,464

See Notes to Financial Statements.

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October 31, 2023



	Number of Shares		Value (Note 1)
Stryker Corp.		1,300	$	351,286

				4,903,951

*Health Care Providers & Services (3.0%)*
Cencora, Inc.		2,200		407,330
Cigna Group (The)		1,800		556,560
CVS Health Corp.		9,500		655,595
Elevance Health, Inc.		1,700		765,153
HCA Healthcare, Inc.		1,100		248,754
McKesson Corp.		1,700		774,112
UnitedHealth Group, Inc.		3,800		2,035,128

				5,442,632

*Life Sciences Tools & Services (0.4%)*
Agilent Technologies, Inc.		3,500		361,795
Mettler-Toledo International, Inc.*		200		197,040
Waters Corp.*		900		214,677

				773,512

*Pharmaceuticals (4.9%)*
AstraZeneca plc		1,309		163,080
Bristol-Myers Squibb Co.		10,700		551,371
Eli Lilly and Co.		2,400		1,329,432
GSK plc		11,495		203,622
Johnson & Johnson		13,979		2,073,645
Merck & Co., Inc.		10,600		1,088,620
Merck KGaA		2,813		423,696
Novartis AG (Registered)		8,181		760,316
Novo Nordisk A/S, Class B		8,130		780,296
Roche Holding AG		2,282		586,649
Sanofi SA		4,752		430,907
Zoetis, Inc., Class A		4,600		722,200

				9,113,834

Total Health Care				21,396,161

Industrials (17.3%)
*Aerospace & Defense (1.3%)*
Airbus SE		2,956		394,972
General Dynamics Corp.		1,900		458,489
Lockheed Martin Corp.		1,800		818,352
Northrop Grumman Corp.		1,500		707,145

				2,378,958

*Air Freight & Logistics (0.8%)*
Deutsche Post AG		8,646		336,293
Expeditors International of Washington, Inc.		4,800		524,400
United Parcel Service, Inc., Class B		4,700		663,875

				1,524,568

*Building Products (1.6%)*
Allegion plc		5,500		540,980
Assa Abloy AB, Class B		13,662		290,682
Carrier Global Corp.		8,600		409,876
Geberit AG (Registered)		619		287,027
Johnson Controls International plc		9,200		450,984
Trane Technologies plc		4,500		856,395

				2,835,944

*Commercial Services & Supplies (1.2%)*
Brambles Ltd.		40,979		340,795
Cintas Corp.		844		428,009
Copart, Inc.*		10,314		448,865
Republic Services, Inc., Class A		1,100		163,339
Secom Co. Ltd.		2,500		172,357
Waste Management, Inc.		4,300		706,619

				2,259,984

*Construction & Engineering (0.1%)*
WSP Global, Inc.		1,400		183,224

*Electrical Equipment (1.0%)*
ABB Ltd. (Registered)		10,619		355,348
Eaton Corp. plc		4,900		1,018,759
Schneider Electric SE		2,328		357,123

				1,731,230

*Ground Transportation (1.8%)*
Canadian National Railway Co.		7,400		782,983
CSX Corp.		26,701		797,025
Hankyu Hanshin Holdings, Inc.		8,100		252,606
Old Dominion Freight Line, Inc.		700		263,662
Union Pacific Corp.		6,100		1,266,421

				3,362,697

*Industrial Conglomerates (1.4%)*
General Electric Co.		6,600		716,958
Hitachi Ltd.		4,100		256,347
Honeywell International, Inc.		7,100		1,301,146
Siemens AG (Registered)		2,495		329,889

				2,604,340

*Machinery (3.8%)*
Atlas Copco AB, Class A		35,680		460,925
Caterpillar, Inc.		3,600		813,780
Cummins, Inc.		1,800		389,340
Deere & Co.		2,000		730,720
Dover Corp.		2,600		337,870
Epiroc AB, Class A		10,331		169,832
Fortive Corp.		2,400		156,672
GEA Group AG		3,889		132,625
Illinois Tool Works, Inc.		4,800		1,075,776
Knorr-Bremse AG		3,781		210,195
Kone OYJ, Class B		3,952		170,986
Otis Worldwide Corp.		3,900		301,119
PACCAR, Inc.		10,771		888,931
Pentair plc		5,900		342,908
Snap-on, Inc.		1,600		412,704
Volvo AB, Class B		22,816		451,519

				7,045,902

*Professional Services (2.4%)*
Automatic Data Processing, Inc.		5,705		1,244,945
Broadridge Financial Solutions, Inc.		2,400		409,536
Jacobs Solutions, Inc.		1,600		213,280
Leidos Holdings, Inc.		2,034		201,610
Paychex, Inc.		4,091		454,305
SGS SA (Registered)		2,158		175,506
Thomson Reuters Corp.		4,545		544,417
Verisk Analytics, Inc., Class A		1,600		363,776
Wolters Kluwer NV		6,349		813,535

				4,420,910

*Trading Companies & Distributors (1.9%)*
Brenntag SE		4,227		313,618

See Notes to Financial Statements.

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October 31, 2023



	Number of Shares		Value (Note 1)
Fastenal Co.		12,442	$	725,866
ITOCHU Corp.		16,000		567,165
Mitsubishi Corp.		8,400		385,433
Mitsui & Co. Ltd.		15,500		553,940
Sumitomo Corp.		16,800		325,692
WW Grainger, Inc.		800		583,864

				3,455,578

Total Industrials				31,803,335

Information Technology (18.3%)
*Communications Equipment (1.0%)*
Cisco Systems, Inc.		21,700		1,131,221
Motorola Solutions, Inc.		2,700		751,842

				1,883,063

*Electronic Equipment, Instruments & Components (1.1%)*
Amphenol Corp., Class A		8,700		700,785
CDW Corp.		3,200		641,280
Hexagon AB, Class B		20,718		168,343
Keysight Technologies, Inc.*		1,900		231,895
TE Connectivity Ltd.		2,800		329,980

				2,072,283

*IT Services (1.6%)*
Accenture plc, Class A		4,200		1,247,778
Bechtle AG		5,404		240,612
CGI, Inc.*		1,600		154,468
Fujitsu Ltd.		1,400		179,324
Gartner, Inc.*		900		298,836
International Business Machines Corp.		3,800		549,632
VeriSign, Inc.*		1,395		278,526

				2,949,176

*Semiconductors & Semiconductor Equipment (3.6%)*
ASML Holding NV		1,376		823,046
Broadcom, Inc.		1,087		914,569
KLA Corp.		500		234,850
Microchip Technology, Inc.		2,451		174,732
NVIDIA Corp.		4,622		1,884,852
NXP Semiconductors NV		2,814		485,218
QUALCOMM, Inc.		6,600		719,334
Texas Instruments, Inc.		9,600		1,363,296

				6,599,897

*Software (5.9%)*
Autodesk, Inc.*		1,948		384,983
Cadence Design Systems, Inc.*		3,160		757,926
Fair Isaac Corp.*		200		169,174
Microsoft Corp.		23,310		7,881,344
Roper Technologies, Inc.		1,600		781,712
SAP SE		1,875		251,444
Synopsys, Inc.*		1,445		678,341

				10,904,924

*Technology Hardware, Storage & Peripherals (5.1%)*
Apple, Inc.		49,300		8,418,961
Canon, Inc.(x)		10,500		245,987
FUJIFILM Holdings Corp.		3,700		200,238
HP, Inc.		7,000		184,310
NetApp, Inc.		2,900		211,062

				9,260,558

Total Information Technology				33,669,901

Materials (2.0%)
*Chemicals (1.6%)*
Air Liquide SA		1,364		233,344
Air Products and Chemicals, Inc.		1,000		282,440
Corteva, Inc.		4,900		235,886
Ecolab, Inc.		3,400		570,316
Givaudan SA (Registered)		154		511,274
Mitsubishi Chemical Group Corp.		37,400		209,262
PPG Industries, Inc.		1,300		159,601
Sherwin-Williams Co. (The)		2,900		690,809

				2,892,932

*Metals & Mining (0.4%)*
BHP Group Ltd.		7,744		218,602
Franco-Nevada Corp.		3,100		377,119
Rio Tinto Ltd.		2,153		160,586

				756,307

Total Materials				3,649,239

Real Estate (1.9%)
*Diversified REITs (0.2%)*
Nomura Real Estate Master Fund, Inc. (REIT)		305		335,837

*Industrial REITs (0.1%)*
Goodman Group (REIT)		18,902		248,683

*Office REITs (0.1%)*
Nippon Building Fund, Inc. (REIT)(x)		41		164,189

*Real Estate Management & Development (0.1%)*
Mitsubishi Estate Co. Ltd.		15,400		194,462

*Residential REITs (0.4%)*
AvalonBay Communities, Inc. (REIT)		2,200		364,628
Equity Residential (REIT)		3,400		188,122
Essex Property Trust, Inc. (REIT)		864		184,827

				737,577

*Specialized REITs (1.0%)*
American Tower Corp. (REIT)		3,200		570,208
Crown Castle, Inc. (REIT)		5,300		492,794
Iron Mountain, Inc. (REIT)		3,300		194,931
Public Storage (REIT)		2,300		549,033

				1,806,966

Total Real Estate				3,487,714

Utilities (3.8%)
*Electric Utilities (1.5%)*
Chubu Electric Power Co., Inc.		18,300		220,035
Enel SpA		114,379		724,694
Eversource Energy		10,900		586,311
Hydro One Ltd. (m)		6,600		171,146
Iberdrola SA		47,505		527,783
Terna - Rete Elettrica Nazionale		58,178		444,819

				2,674,788

*Gas Utilities (0.5%)*
Atmos Energy Corp.		5,688		612,370
Hong Kong & China Gas Co. Ltd.		308,000		214,511

				826,881

See Notes to Financial Statements.

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October 31, 2023



	Number of Shares		Value (Note 1)
*Multi-Utilities (1.7%)*
Consolidated Edison, Inc.		7,600	$	667,204
E.ON SE		37,794		448,686
National Grid plc		26,197		311,597
Public Service Enterprise Group, Inc.		12,100		745,965
Sempra		14,500		1,015,435

				3,188,887

*Water Utilities (0.1%)*
American Water Works Co., Inc.		2,100		247,065

Total Utilities				6,937,621

Total Common Stocks (98.5%) (Cost $177,442,298)				181,291,875

SHORT-TERM INVESTMENTS:
Investment Companies (1.3%)
Invesco Government & Agency Portfolio, Institutional Shares 5.27% (7 day yield) (xx)		187,107		187,107
JPMorgan Prime Money Market Fund, IM Shares 5.64% (7 day yield)		2,271,516		2,272,425

Total Investment Companies				2,459,532

Total Short-Term Investments (1.3%) (Cost $2,459,309)				2,459,532

Total Investments in Securities (99.8%) (Cost $179,901,607)				183,751,407
Other Assets Less Liabilities (0.2%)				358,119

Net Assets (100%)			$	184,109,526

*	Non-income producing.

(m)

(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.

(x)

All or a portion of security is on loan at October 31, 2023.

(xx)

At October 31, 2023, the Fund had loaned securities with a total value of $1,890,475. This was collateralized by $1,955,021 of various U.S. Government Treasury Securities, ranging from 0.000% - 5.435%, maturing 11/16/23 - 8/15/53 and by cash of $187,107 which was subsequently invested in investment companies as detailed in the Notes to the Financial Statements.

Glossary:

REIT

— Real Estate Investment Trust



Country Diversification As a Percentage of Total Net Assets
Australia	1.5	%
Canada	5.8
China	0.3
Denmark	0.5
Finland	0.5
France	0.9
Germany	3.5
Hong Kong	0.2
Israel	0.2
Italy	0.9
Japan	4.4
Netherlands	1.3
New Zealand	0.1
Norway	0.4
Singapore	0.6
Spain	0.4
Sweden	0.8
Switzerland	1.8
United Kingdom	0.7
United States	75.0
Cash and Other	0.2

	100.0	%

The following is a summary of the inputs, summarized in three broad levels, used to value the Fund’s assets and liabilities carried at fair value as of October 31, 2023:

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



Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Common Stocks
Communication Services	$	8,633,706	$	1,925,415	$	—	$	10,559,121

See Notes to Financial Statements.

146

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PORTFOLIO OF INVESTMENTS (Continued)

October 31, 2023



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
Consumer Discretionary	$	9,358,681	$	2,643,354	$	—	$	12,002,035
Consumer Staples		16,432,818		4,578,651		—		21,011,469
Energy		2,915,433		540,275		—		3,455,708
Financials		23,891,342		9,428,229		—		33,319,571
Health Care		18,047,595		3,348,566		—		21,396,161
Industrials		23,698,925		8,104,410		—		31,803,335
Information Technology		31,560,907		2,108,994		—		33,669,901
Materials		2,316,171		1,333,068		—		3,649,239
Real Estate		2,544,543		943,171		—		3,487,714
Utilities		4,045,496		2,892,125		—		6,937,621
Short-Term Investments
Investment Companies		2,459,532		–		—		2,459,532

Total Assets	$	145,905,149	$	37,846,258	$	—	$	183,751,407

Total Liabilities	$	–	$	–	$	—	$	–

Total	$	145,905,149	$	37,846,258	$	—	$	183,751,407

The Fund held no derivatives contracts during the year ended October 31, 2023.

Investment security transactions for the year ended October 31, 2023 were as follows:


Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	78,323,146
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	59,927,635


Aggregate gross unrealized appreciation	$	14,406,121
Aggregate gross unrealized depreciation		(11,058,124	)

Net unrealized appreciation	$	3,347,997

Federal income tax cost of investments in securities and derivative instruments, if applicable	$	180,403,410

See Notes to Financial Statements.

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STATEMENT OF ASSETS AND LIABILITIES

October 31, 2023


ASSETS
Investments in Securities, at value (x) (Cost $179,901,607)	$	183,751,407
Cash		383,000
Foreign cash (Cost $57,311)		57,134
Dividends, interest and other receivables		416,592
Receivable for Fund shares sold		147,181
Prepaid registration and filing fees		26,271
Securities lending income receivable		2,371
Other assets		1,686

Total assets		184,785,642

LIABILITIES
Payable for Fund shares repurchased		295,244
Payable for return of collateral on securities loaned		187,107
Investment advisory fees payable		39,669
Transfer agent fees payable		32,132
Administrative fees payable		23,817
Distribution fees payable – Class A		1,060
Distribution fees payable – Class R		905
Trustees’ fees payable		223
Distribution fees payable – Class T**		33
Accrued expenses		95,926

Total liabilities		676,116

Commitments and contingent liabilities^

NET ASSETS	$	184,109,526

Net assets were comprised of:
Paid in capital	$	181,341,855
Total distributable earnings (loss)		2,767,671

Net assets	$	184,109,526

Class A
Net asset value and redemption price per share, $4,928,958 / 330,749 shares outstanding (unlimited amount authorized: $0.001 par value)	$	14.90
Maximum sales charge (5.50% of offering price)		0.87

Maximum offering price per share	$	15.77

Class I
Net asset value, offering and redemption price per share, $176,892,393 / 11,831,018 shares outstanding (unlimited amount authorized: $0.001 par value)	$	14.95

Class R
Net asset value, offering and redemption price per share, $2,133,752 / 143,642 shares outstanding (unlimited amount authorized: $0.001 par value)	$	14.85

Class T**
Net asset value and redemption price per share, $154,423 / 10,332 shares outstanding (unlimited amount authorized: $0.001 par value)	$	14.95
Maximum sales charge (2.50% of offering price)		0.38

Maximum offering price per share	$	15.33

(x)

Includes value of securities on loan of $1,890,475.

^	See Note 2 in Notes to the Financial Statements.

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

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2023


INVESTMENT INCOME
Dividends (net of $240,049 foreign withholding tax)	$	3,988,827
Interest		15,911
Securities lending (net)		20,291

Total income		4,025,029

EXPENSES
Investment advisory fees		1,253,197
Administrative fees		268,543
Transfer agent fees		201,100
Professional fees		176,347
Printing and mailing expenses		53,681
Registration and filing fees		48,708
Custodian fees		34,999
Distribution fees – Class A		12,976
Distribution fees – Class R		9,357
Trustees’ fees		5,063
Distribution fees – Class T**		392
Miscellaneous		37,162

Gross expenses		2,101,525
Waiver from investment adviser		(556,893	)
Waiver from distributor		(392	)

Net expenses		1,544,240

NET INVESTMENT INCOME (LOSS)		2,480,789

REALIZED AND UNREALIZED GAIN (LOSS)
Realized gain (loss) on:
Investments in securities		422,727
Foreign currency transactions		22,994

Net realized gain (loss)		445,721

Change in unrealized appreciation (depreciation) on:
Investments in securities		6,897,295
Foreign currency translations		9,839

Net change in unrealized appreciation (depreciation)		6,907,134

NET REALIZED AND UNREALIZED GAIN (LOSS)		7,352,855

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	9,833,644

**	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,
	2023			2022
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	2,480,789		$	1,777,719
Net realized gain (loss)		445,721			(3,639,334	)
Net change in unrealized appreciation (depreciation)		6,907,134			(20,499,597	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		9,833,644			(22,361,212	)

Distributions to shareholders:
Class A		(41,330	)		(351,608	)
Class I		(1,652,986	)		(9,465,365	)
Class R		(9,040	)		(71,605	)
Class T**		(1,614	)		(13,147	)

Total distributions to shareholders		(1,704,970	)		(9,901,725	)

CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 37,543 and 76,397 shares, respectively ]		565,321			1,157,736
Capital shares issued in reinvestment of dividends [ 2,774 and 20,966 shares, respectively ]		41,330			351,607
Capital shares repurchased [ (55,092) and (34,561) shares , respectively]		(836,037	)		(524,512	)

Total Class A transactions		(229,386	)		984,831

Class I
Capital shares sold [ 3,973,319 and 6,210,077 shares, respectively ]		60,284,429			95,868,042
Capital shares issued in reinvestment of dividends [ 110,705 and 563,723 shares, respectively ]		1,651,723			9,464,904
Capital shares repurchased [ (2,877,536) and (3,189,544) shares , respectively]		(43,620,496	)		(47,975,390	)

Total Class I transactions		18,315,656			57,357,556

Class R
Capital shares sold [ 61,544 and 49,639 shares, respectively ]		933,269			777,333
Capital shares issued in reinvestment of dividends [ 607 and 4,275 shares, respectively ]		9,040			71,605
Capital shares repurchased [ (16,467) and (9,270) shares , respectively]		(252,479	)		(140,469	)

Total Class R transactions		689,830			708,469

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		18,776,100			59,050,856

TOTAL INCREASE (DECREASE) IN NET ASSETS		26,904,774			26,787,919
NET ASSETS:
Beginning of year		157,204,752			130,416,833

End of year	$	184,109,526		$	157,204,752

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

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS


	Year Ended October 31,
Class A	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	14.15		$	17.61		$	13.34		$	13.34		$	12.09

Income (loss) from investment operations:
Net investment income (loss) (e)		0.17			0.15			0.14			0.14			0.15
Net realized and unrealized gain (loss)		0.70			(2.37	)		4.29			0.14			1.67

Total from investment operations		0.87			(2.22	)		4.43			0.28			1.82

Less distributions:
Dividends from net investment income		(0.12	)		(0.13	)		(0.08	)		(0.13	)		(0.14	)
Distributions from net realized gains		—	#		(1.11	)		(0.08	)		(0.15	)		(0.43	)

Total dividends and distributions		(0.12	)		(1.24	)		(0.16	)		(0.28	)		(0.57	)

Net asset value, end of year	$	14.90		$	14.15		$	17.61		$	13.34		$	13.34

Total return		6.14	%		(13.73	)%		33.49	%		2.07	%		15.81	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	4,929		$	4,888		$	4,978		$	3,278		$	2,014
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		1.10	%		1.10	%		1.10	%		1.14	%		1.15	%
Before waivers and reimbursements (f)		1.41	%		1.42	%		1.48	%		1.83	%		2.26	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (f)		1.15	%		0.96	%		0.89	%		1.04	%		1.19	%
Before waivers and reimbursements (f)		0.84	%		0.64	%		0.51	%		0.35	%		0.08	%
Portfolio turnover rate^		34	%		38	%		59	%		42	%		31	%

	Year Ended October 31,
Class I	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	14.19		$	17.66		$	13.37		$	13.37		$	12.11

Income (loss) from investment operations:
Net investment income (loss) (e)		0.21			0.19			0.19			0.17			0.19
Net realized and unrealized gain (loss)		0.71			(2.38	)		4.29			0.14			1.67

Total from investment operations		0.92			(2.19	)		4.48			0.31			1.86

Less distributions:
Dividends from net investment income		(0.16	)		(0.17	)		(0.11	)		(0.16	)		(0.17	)
Distributions from net realized gains		—	#		(1.11	)		(0.08	)		(0.15	)		(0.43	)

Total dividends and distributions		(0.16	)		(1.28	)		(0.19	)		(0.31	)		(0.60	)

Net asset value, end of year	$	14.95		$	14.19		$	17.66		$	13.37		$	13.37

Total return		6.46	%		(13.56	)%		33.87	%		2.30	%		16.16	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	176,892		$	150,789		$	124,320		$	46,777		$	23,959
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.85	%		0.85	%		0.85	%		0.89	%		0.90	%
Before waivers and reimbursements (f)		1.16	%		1.17	%		1.23	%		1.58	%		2.02	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (f)		1.40	%		1.23	%		1.16	%		1.27	%		1.49	%
Before waivers and reimbursements (f)		1.09	%		0.90	%		0.78	%		0.58	%		0.37	%
Portfolio turnover rate^		34	%		38	%		59	%		42	%		31	%

See Notes to Financial Statements.

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FINANCIAL HIGHLIGHTS (Continued)


	Year Ended October 31,
Class R	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	14.10		$	17.56		$	13.30		$	13.31		$	12.06

Income (loss) from investment operations:
Net investment income (loss) (e)		0.14			0.11			0.10			0.10			0.12
Net realized and unrealized gain (loss)		0.69			(2.37	)		4.29			0.14			1.67

Total from investment operations		0.83			(2.26	)		4.39			0.24			1.79

Less distributions:
Dividends from net investment income		(0.08	)		(0.09	)		(0.05	)		(0.10	)		(0.11	)
Distributions from net realized gains		—	#		(1.11	)		(0.08	)		(0.15	)		(0.43	)

Total dividends and distributions		(0.08	)		(1.20	)		(0.13	)		(0.25	)		(0.54	)

Net asset value, end of year	$	14.85		$	14.10		$	17.56		$	13.30		$	13.31

Total return		5.90	%		(13.97	)%		33.21	%		1.75	%		15.55	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	2,134		$	1,381		$	936		$	236		$	151
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		1.35	%		1.35	%		1.35	%		1.39	%		1.40	%
Before waivers and reimbursements (f)		1.66	%		1.68	%		1.73	%		2.09	%		2.52	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (f)		0.89	%		0.72	%		0.64	%		0.77	%		1.00	%
Before waivers and reimbursements (f)		0.58	%		0.40	%		0.26	%		0.07	%		(0.12	)%
Portfolio turnover rate^		34	%		38	%		59	%		42	%		31	%

	Year Ended October 31,
Class T**	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	14.19		$	17.65		$	13.37		$	13.37		$	12.11

Income (loss) from investment operations:
Net investment income (loss) (e)		0.21			0.18			0.18			0.17			0.19
Net realized and unrealized gain (loss)		0.71			(2.36	)		4.29			0.14			1.67

Total from investment operations		0.92			(2.18	)		4.47			0.31			1.86

Less distributions:
Dividends from net investment income		(0.16	)		(0.17	)		(0.11	)		(0.16	)		(0.17	)
Distributions from net realized gains		—	#		(1.11	)		(0.08	)		(0.15	)		(0.43	)

Total dividends and distributions		(0.16	)		(1.28	)		(0.19	)		(0.31	)		(0.60	)

Net asset value, end of year	$	14.95		$	14.19		$	17.65		$	13.37		$	13.37

Total return		6.46	%		(13.51	)%		33.79	%		2.30	%		16.16	%

Ratios/Supplemental Data:
Net assets, end of year (000’s)	$	154		$	147		$	182		$	138		$	138
Ratio of expenses to average net assets:
After waivers and reimbursements (f)		0.85	%		0.85	%		0.85	%		0.90	%		0.90	%
Before waivers and reimbursements (f)		1.41	%		1.42	%		1.48	%		1.84	%		2.27	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (f)		1.40	%		1.20	%		1.14	%		1.28	%		1.50	%
Before waivers and reimbursements (f)		0.84	%		0.63	%		0.50	%		0.33	%		0.13	%
Portfolio turnover rate^		34	%		38	%		59	%		42	%		31	%

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

#	Per share amount is less than $0.005.

^	Portfolio turnover rate excludes derivatives, if any.

(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.

See Notes to Financial Statements.

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October 31, 2023

Note 1

Organization and Significant Accounting Policies

1290 Funds (the “Trust”) was organized as a Delaware statutory trust on March 1, 2013 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open- end management investment company with sixteen diversified funds in operation (each, a “Fund” and collectively, the “Funds”). Equitable Investment Management, LLC (“EIM” or the “Adviser”) is the investment adviser to each Fund. The Adviser is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended, and is an indirect, wholly-owned subsidiary of Equitable Holdings, Inc., which is a publicly- owned company. The Adviser began serving as the investment adviser to each Fund on January 1, 2023. Prior to January 1, 2023, Equitable Investment Management Group, LLC (“EIMG”), an affiliate of the Adviser, served as the investment adviser to each Fund.

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

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

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

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

On March 2, 2022, EIMG redeemed capital out of the 1290 High Yield Bond Fund, 1290 Retirement 2020 Fund, 1290 Retirement 2030 Fund, and 1290 Retirement 2035 Fund in the amount of $5,000,000, $1,500,000, $1,600,000, and $1,700,000, respectively, for Class I shares.

On June 1, 2022, EIMG redeemed capital out of the 1290 High Yield Bond Fund in the amount of $5,000,000 for Class I shares.

On July 11, 2022, EIMG contributed seed capital to the 1290 Essex Small Cap Growth Fund in the amount of $100,000, $9,800,000 and $100,000 for Class A, Class I and Class R, respectively.

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NOTES TO FINANCIAL STATEMENTS (Continued)

October 31, 2023

On August 19, 2022, EIMG redeemed capital out of the 1290 High Yield Bond Fund in the amount of $5,000,000 for Class I shares.

On December 1, 2022, EIMG redeemed capital out of the 1290 High Yield Bond Fund in the amount of $5,000,000 for Class I share.

The investment objectives of each Fund are as follows:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1290 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 Investment Managers US Inc.) — Seeks to achieve long-term capital appreciation.

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

The preparation of financial statements in accordance with United States of America generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates. The Funds are investment companies and, accordingly, follow the Investment Company

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October 31, 2023

accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standards Codification Topic 946 — Investment Companies, which is part of U.S. GAAP.

Valuation:

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

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

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

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

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

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

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

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

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

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October 31, 2023

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

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

Securities for which market quotations are readily available are valued at their market value. All other securities are valued at their fair value, as determined in good faith by the Board of Trustees (the “Board”) of the Trust. In accordance with Rule 2a-5 under the Investment Company Act of 1940, as amended, the Board has designated the Adviser as its valuation designee (the “Valuation Designee”). As Valuation Designee, EIM, subject to the oversight of the Board, is responsible for making fair valuation determinations in accordance with procedures (the “Pricing Procedures”) approved by the Board. EIM’s day-to-day responsibilities as Valuation Designee are performed by a valuation committee established by EIM (the “Committee”).

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

Due to the inherent uncertainty of the fair value of such securities may differ significantly from the values that would have been used had a ready market for such securities existed.

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

•

Level 1 - quoted prices in active markets for identical assets

•

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

•

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

A summary of inputs used to value each Fund’s assets and liabilities carried at fair value as of October 31, 2023, is included in the Portfolio of Investments for each Fund. Changes in valuation techniques may result in transfers in or out of an investment’s assigned level.

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

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

The Committee has the ability to meet and review reports based on the valuation techniques used to fair value Level 3 securities. As part of a review, the Committee would consider obtaining

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October 31, 2023

updates from its pricing vendors and Sub-Advisers for fair valued securities. For example, with respect to model driven prices, the Committee could receive reports regarding a review and recalculation of pricing models and related discounts. For those securities which are valued based on broker quotes, the Committee may evaluate variances between existing broker quotes and any alternative broker quotes provided by a Sub-Adviser or other pricing source.

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

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

Events or circumstances affecting the values of Fund securities that occur between the closing of their principal markets and the time the NAV is determined may be reflected in the Trust’s calculation of a NAV for each applicable Fund when the Committee deems that the particular event or circumstance would materially affect such Fund’s NAV.

Security Transactions and Investment Income:

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

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

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

Foreign Taxes:

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

As a result of several court rulings in certain European countries, the Funds may also file withholding tax reclaims in certain jurisdictions to recover all or a portion of amounts withheld in prior period that may now be reclaimable. Any payments received on such withholding tax reclaims are included in Other Income in the Statements of Operations and are recorded when the amount is known and there are no significant uncertainties on collectability.

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October 31, 2023

Allocation of Expenses and Income:

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

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

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

Offering costs incurred during the year ended October 31, 2022 by the following Fund are shown below:


Portfolio:	Amount
1290 Essex Small Cap Growth	$	206,856

Foreign Currency Valuation:

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

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

(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

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October 31, 2023

any, related to uncertain tax positions as income tax expense in the Statements of Operations. During the year ended October 31, 2023, the Funds did not incur any interest or penalties. Each of the tax years in the four year period ended October 31, 2023 remains subject to examination by the Internal Revenue Service, state and local taxing authorities.

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


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

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October 31, 2023

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, 2023, the following Fund elected to defer late year losses, in the amount listed below:


Fund:	Deferred Late Year Losses
1290 Essex Small Cap Growth	$	91,911

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


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

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


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

Permanent book and tax differences relating to shareholder distributions resulted into undistributed (overdistributed) net investment income (loss), accumulated net realized gain (loss) and paid-in-capital at October 31, 2023 as follows:


Portfolios:	Undistributed Net Investment Income (Loss) (a)			Accumulated Net Realized Gain (Loss) (a)			Paid In Capital
1290 Diversified Bond	$	(12,647,652	)	$	12,647,652		$	—
1290 Essex Small Cap Growth		4,089			513			(4,602	)
1290 GAMCO Small/Mid Cap Value		39,725			(39,725	)		—
1290 High Yield Bond		131,773			(82,191	)		(49,582	)
1290 Loomis Sayles Multi-Asset Income		(63,883	)		63,883			—
1290 Multi-Alternative Strategies		(362,693	)		363,578			(885	)
1290 Retirement 2020		(109	)		109			—
1290 Retirement 2025		(124	)		124			—
1290 Retirement 2030		(6	)		6			—
1290 Retirement 2035		—			—			—
1290 Retirement 2040		(686	)		686			—
1290 Retirement 2045		—			—			—
1290 Retirement 2050		—			—			—
1290 Retirement 2055		—			—			—
1290 Retirement 2060		(500	)		500			—
1290 SmartBeta Equity		60,628			(60,628	)		—

(a) These components of net assets are included in Total Distributable Earnings (Loss) in the Statement of Assets and Liabilities.

To the extent book and tax differences in shareholder distributions are permanent in nature, such amounts are reclassified within the capital accounts based on their Federal tax basis treatment. Permanent book and tax differences resulted in reclassifications to undistributed net investment income (loss), accumulated net realized gain (loss) and paid-in-capital at October 31, 2023 as follows: partnership basis adjustments (1290 Multi-Alternative Strategies) and reclassification of gain and losses from foreign currency transactions (1290 Diversified Bond).

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October 31, 2023

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


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

Accounting for Derivative Instruments:

Following is a description of how and why the Funds use derivative instruments, the type of derivatives utilized by the Funds during the reporting period, as well as the primary underlying risk exposures related to each instrument type. Derivatives accounted for as hedging instruments must be disclosed separately from those that do not qualify for hedge accounting. Even though the Funds may use derivatives in an attempt to achieve an economic hedge, the Fund’s derivatives are not accounted for as hedging instruments because the Funds account for their derivatives at fair value and record any changes in fair value in current period earnings in the Statements of Operations. All open derivative positions at period end are reflected on each respective Fund’s Portfolio of Investments. The volume of derivative activity, based on month-end notional amounts during the period is also noted in each respective Fund’s Portfolio of Investments. Portfolio securities are reserved and/or pledged with the custodian as collateral for current or potential derivative holdings as necessary throughout the year.

Options:

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

Certain Funds may purchase put options on securities to increase the Fund’s total investment return or to protect its holdings against a substantial decline in market value or fair value, as applicable. The purchase of put options on securities will enable a Fund to preserve, at least partially, unrealized gains in an appreciated security in its Fund without actually selling the security. In addition, the Funds will continue to receive interest or dividend income on the security. The Funds may also purchase call options on securities to protect against substantial increases in prices of securities that Funds intend to purchase pending their ability to invest in an orderly manner in those

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October 31, 2023

securities. The Funds may sell put or call options they have previously purchased, which could result in a net gain or loss depending on whether the amount received on the sale is more or less than the premium and other transaction costs paid on the put or call option which was bought.

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

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

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

Swap Agreements:

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

Total return swap agreements involve commitments where cash flows are exchanged based on the price of an underlying reference and based on a fixed or variable rate. Total return swap agreements may involve commitments to pay interest in exchange for a market-linked return. One

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October 31, 2023

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

Interest rate swaps involve the exchange between two parties of payments calculated by reference to specified interest rates (e.g., an exchange of floating rate payments for fixed rate payments). The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index exceeds a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate floor. Caps and floors may be less liquid than swaps. In addition, the value of interest rate transactions will fluctuate based on changes in interest rates.

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

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

An option on a swap agreement, also called a “swaption,” is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market- based “premium.” A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index. A payer swaption gives the owner the right to pay the total return of a specified asset, reference rate, or index. A purchaser of a swaption risks losing only the amount of the premium

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they have paid should they decide to let the option expire, whereas the seller of a swaption is subject to the risk that they will become obligated if the option is exercised. Swaptions also include options that allow an existing swap to be terminated or extended by one of the counterparties.

Forward settling transactions:

Certain Funds make contracts to purchase or sell securities for a fixed price at a future date beyond customary settlement time (“forward settling transactions”). Funds may designate the segregation, either on their records or with the Trust’s custodian, of cash or other liquid securities in an amount sufficient to meet the purchase price, or may enter into offsetting contracts for the forward sale of other securities they own. These commitments are reported at market value or fair value, as applicable, in the financial statements. Forward settling transactions may be considered securities in themselves and involve a risk of loss if the value of the security to be purchased declines or if the value of the security to be sold increases prior to the settlement date, which is a risk in addition to the risk of decline in the value of the Funds’ other assets. Where such purchases or sales are made through dealers, a Fund relies on the dealer to consummate the sale. The dealer’s failure to do so may result in the loss to a Fund of an advantageous yield or price. Market risk exists on these commitments to the same extent as if the securities were owned on a settled basis and gains and losses are recorded and reported in the same manner. However, during the commitment period, these investments earn no interest or dividends.

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

Master netting arrangements and collateral:

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

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

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

Securities Lending:

During the year ended October 31, 2023, certain Funds entered into securities lending transactions. To generate additional income, a Fund may lend its portfolio securities, up to 30% of the market value of the Fund’s total assets, to brokers, dealers, and other financial institutions.

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

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

The Funds receive payments from the lending agent equivalent to any dividends and/or interest that would have been earned on the securities loaned while simultaneously seeking to earn income on the investment of cash collateral. Securities lending income includes any fees charged to borrowers less expenses associated with the loan. Income from the securities lending program is recorded when earned from the lending agent and reflected in the Statements of Operations under “Securities lending (net).” The Funds may invest cash collateral in government money market funds or repurchase agreements as indicated on the Portfolio of Investments, and record a liability in the Statements of Assets and Liabilities for the return of the collateral, during the period the securities are on loan. Such liabilities, if any, are reflected in the Statements of Assets and Liabilities under “Payable for return of collateral on securities loaned”. There may be risks of delay or restrictions in recovery of the securities or disposal of collateral should the borrower of the securities fail financially.

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Loans are made, however, only to borrowers deemed by the lending agent to be of good standing and creditworthy and approved by EIM. Loans are subject to termination by a Fund or the borrower at any time, and, therefore, are not considered to be illiquid investments. The lending agent receives a fee based on a percentage of earnings derived from the investment of cash collateral. The Funds receive 90% of the net earnings from the securities lending program up to $45 million of aggregate earnings across all Funds within a calendar year and 92% thereafter.

The Securities Lending Agreement between the Trust and JPMorgan provides that in the event of a default by a borrower with respect to any loan, a Fund may terminate the loan and JPMorgan will exercise any and all remedies provided under the applicable borrower agreement to make the Fund whole. These remedies include purchasing replacement securities by applying the collateral held from the defaulting borrower against the purchase cost of the replacement securities. If, despite such efforts by JPMorgan to exercise these remedies, the Fund sustains losses as a result of a borrower’s default, JPMorgan indemnifies the Fund by purchasing replacement securities at JPMorgan’s expense, or paying the Fund an amount equal to the market value of the replacement securities, subject to certain limitations which are set forth in detail in the Securities Lending Agreement between the Fund and JPMorgan.

At October 31, 2023, the Securities Lending Agreement does not permit the Fund to enforce a netting arrangement.

Market, Credit and Other Risk:

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

The market values of a Fund’s investments may decline due to factors that are specifically related to a particular company or issuer, as well as general market conditions, such as real or perceived adverse economic or political conditions, changes in the general outlook for corporate earnings, inflation rates and/or investor expectations concerning such rates, changes in interest rates or currency rates, recessions or adverse investor sentiment generally. The market values of a Fund’s investments may also decline due to factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. During a general downturn in the securities markets, multiple asset classes may decline in value simultaneously. Even when markets perform well, there is no assurance that the investments held by a Fund will increase in value along with the broader market. World markets, or those in a particular region, may all react in similar fashion to important economic, political or other developments. Events such as environmental and natural disasters or other catastrophes, public health crises (such as the COVID-19 pandemic, which has caused significant global market disruptions), social unrest, and cybersecurity incidents, and governments’ reactions (or failure to react) to such events, could cause uncertainty in the markets and may adversely affect the performance of the global economy. Geopolitical and other events, including terrorism, tensions, war or other open conflicts between nations, or political or economic dysfunction within some nations that are global economic powers or major producers of oil, may lead to overall instability in world economies and markets generally and have led, and may in the future lead, to increased market volatility and may have adverse long- term effects. Impacts from climate change may include significant risks to global financial assets and economic growth. The U.S. Federal Reserve (“Fed”) has invested or otherwise made available substantial amounts of money to keep credit flowing through short-term money markets and has signaled that it will continue to adjust its operations as appropriate to support short-term money markets. Amid these efforts, concerns about the markets’ dependence on the Fed’s provision of liquidity have grown. Policy changes by the U.S. government and/or the Fed and political events within the United States may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree. A downgrade of the ratings of U.S. government debt obligations, or concerns about the U.S.

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October 31, 2023

government’s credit quality in general, could have a substantial negative effect on the U.S. and global economies. High public debt in the United States and other countries creates ongoing systemic and market risks and policymaking uncertainty.

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.

Interest rates were unusually low in recent years in the United States and abroad, but the interest rate environment changed dramatically in 2022 as interest rates moved significantly higher. Aggressive stimulus measures in 2020 and 2021, rising demand for goods and services, tight labor markets, and supply chain disruptions contributed to a surge of inflation in many sectors of the U.S. and global economies. Due to concerns regarding high inflation, the U.S. Federal Reserve and many foreign governments and monetary authorities have raised interest rates and implemented other policy initiatives in an effort to control inflation, and they may continue to do so. It is difficult to predict accurately the pace at which central banks or monetary authorities may increase interest rates or the timing, frequency, or magnitude of any such further increases, and the evaluation of macro-economic and other conditions could cause a change in approach in the future. Rising interest rates may present a greater risk than has historically been the case due to the effect of government fiscal and monetary policy initiatives and potential market reaction to those initiatives. As such, fixed-income and related markets may continue to experience heightened levels of interest rate volatility. Inflation risk is the uncertainty over the future real value (after inflation) of an investment. A Fund’s investments may not keep pace with inflation, and the value of an investment in a Fund may be eroded over time by inflation. Changes in government or central bank policies could negatively affect the value and liquidity of a Fund’s investments and cause it to lose money, and there can be no assurance that the initiatives undertaken by governments and central banks will be successful.

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

If a Fund invests directly in foreign currencies or in securities that trade in, and receive revenues in, foreign currencies, or in financial derivatives that provide exposure to foreign currencies, it will be subject to the risk that those currencies will decline in value relative to the base currency of the Fund, or, in the case of hedging positions, that the Fund’s base currency will decline in value relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as

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October 31, 2023

the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. As a result, a Fund’s investments in foreign currency denominated securities may reduce the Fund’s returns. The Funds are subject to off-balance sheet risk to the extent of the value of the contracts for purchase of foreign currency and in an unlimited amount for sales of foreign currency.

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

Russia’s military invasion of Ukraine in February 2022, the resulting responses by the United States and other countries, and the potential for wider conflict have had, and could continue to have, severe adverse effects on regional and global economies and could further increase volatility and uncertainty in the financial markets. The United States and other countries have imposed broad- ranging economic sanctions on Russia and certain Russian individuals, banking entities and corporations as a response to its invasion of Ukraine and may impose sanctions on other countries that provide military or economic support to Russia. These events have resulted in, and could continue to result in, significant market disruptions, including in certain industries or sectors such as the oil and natural gas markets, and may further strain global supply chains and negatively affect inflation and global growth. These and any related events could significantly impact a Fund’s performance and the value of an investment in a Fund beyond any direct exposure a Fund may have to Russian issuers or issuers in other countries affected by the invasion.

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

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

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

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

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October 31, 2023

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

Because certain Funds invest in affiliated mutual funds, unaffiliated mutual funds and ETFs, the Funds indirectly bear a portion of the expenses incurred by the underlying funds and ETFs. As a result, the cost of investing in the Funds may be higher than the cost of investing in a Fund that exclusively invests directly in individual securities and financial instruments. The Funds are also subject to certain risks related to the underlying funds’ and ETFs’ investments in securities and financial instruments (such as fixed income securities, including high yield, asset-backed and mortgage-related securities, equity securities, foreign and emerging markets securities, commodities and real estate securities) and the ability of the Fund to meet its investment objective will directly depend on the ability of the underlying fund or ETF to meet its investment objective. With respect to the Fund’s investments in ETFs, there is also the risk that an ETF’s performance may not match that of the relevant index. It is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of the Fund’s investments in the ETF could be substantially and adversely affected. The extent to which the investment performance and risks associated with the Fund correlate to those of a particular underlying fund or ETF will depend upon the extent to which the Fund’s assets are allocated from time to time for investment in the underlying fund or ETF, which will vary.

Offsetting Assets and Liabilities:

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

Note 2

Agreements

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

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October 31, 2023

such strategic initiatives. The Adviser is paid a fee for these services. The fee is accrued daily and paid monthly based on the Fund’s average daily net assets, at an annual rate of:


Funds:		Investment Advisory Fees
1290 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 Essex Small Cap Growth		0.750	%		0.700	%		0.675	%		0.650	%		0.625	%
1290 GAMCO Small/Mid Cap Value		0.750			0.700			0.675			0.650			0.625
1290 Loomis Sayles Multi-Asset Income		0.650			0.600			0.575			0.550			0.525
1290 SmartBeta Equity		0.700			0.650			0.625			0.600			0.575


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


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

Prior to January 1, 2023 EIMG was the investment adviser to the Funds.

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

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

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October 31, 2023

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


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

The Distribution Fees for Class T shares are currently being waived. This waiver is voluntary and could be eliminated at any time at the discretion of the Distributor. The amounts waived for the year ended October 31, 2023 are included in Waiver from distributor on the Statement of Operations for each Fund and are not eligible for recoupment.

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

The Trust, on behalf of the Funds, has entered into a custody agreement (the “Custody Agreement”) with JPMorgan Chase Bank, N.A. (in this capacity, the “Custodian”). The Custody Agreement provides for an annual fee based on the amount of assets under custody plus transaction charges. The Custodian serves as custodian of the Trust’s Fund securities and other assets. Under the terms of the Custody Agreement between the Trust and the Custodian, the Custodian maintains and deposits in each Fund’s account, cash, securities and other assets of the Funds. The Custodian is also required, upon the order of the Trust, to deliver securities held by the Custodian, and to make payments for securities purchased by the Trust. The Custodian has also entered into sub-custodian agreements with a number of foreign banks and clearing agencies, pursuant to which Fund securities purchased outside the United States are maintained in the custody of these entities. As of October 31, 2023, certain of the Funds maintain significant cash balances with the Custodian or its affiliates. These balances are presented as cash on each Fund’s Statement of Assets and Liabilities.

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

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October 31, 2023

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 Diversified Bond		0.50	%
1290 Essex Small Cap Growth		0.88
1290 GAMCO Small/Mid Cap Value*		0.95
1290 High Yield Bond		0.75
1290 Loomis Sayles Multi-Asset Income		0.80
1290 Multi-Alternative Strategies		0.85
1290 Retirement 2020*		0.65
1290 Retirement 2025*		0.65
1290 Retirement 2030*		0.65
1290 Retirement 2035*		0.65
1290 Retirement 2040*		0.65
1290 Retirement 2045*		0.65
1290 Retirement 2050*		0.65
1290 Retirement 2055*		0.65
1290 Retirement 2060*		0.65
1290 SmartBeta Equity		0.85

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

Prior to January 1, 2023 EIMG was the investment adviser to the Funds.

The Adviser first waives its advisory fees, then waives its administration fees, and then reimburses the Fund’s expenses out of its own resources. Each Fund may at a later date reimburse to the Adviser the amount of any such payments or waivers provided that the payments or waivers are reimbursed within three years of the payments or waivers being recorded and the Fund’s expense ratio, after the reimbursement is taken into account, does not exceed the Fund’s expense cap at the time of the waiver or the Fund’s expense cap at the time of the reimbursement, whichever is lower. Consequently, no reimbursement by a Fund will be made unless the Fund’s total annual expense ratio is less than the respective percentages stated above for the respective period. Any reimbursement, called recoupment fees on the Statement of Operations of the Fund, will be based on the earliest fees waived or assumed by the Adviser. During the year ended October 31, 2023, the Funds did not incur recoupment fees and as of October 31, 2023, no commitment or contingent liability is expected. At October 31, 2023, under the Expense Limitation Agreement, the amount that would be recoverable from each Fund is as follows:


	Amount Eligible Through						Total Eligible For Reimbursement
Funds:	2024		2025		2026		Total Eligible For Reimbursement
1290 Diversified Bond	$	2,190,751	$	3,005,779	$	3,030,013	$	8,226,543
1290 Essex Small Cap Growth		—		202,116		412,087		614,203
1290 GAMCO Small/Mid Cap Value		251,731		393,763		411,133		1,056,627
1290 High Yield Bond		248,164		280,965		299,929		829,058
1290 Loomis Sayles Multi-Asset Income		200,745		302,294		282,902		785,941
1290 Multi-Alternative Strategies		101,405		110,420		122,841		334,666
1290 Retirement 2020		137,253		126,767		126,214		390,234
1290 Retirement 2025		150,364		137,099		133,596		421,059
1290 Retirement 2030		131,389		125,762		127,176		384,327
1290 Retirement 2035		135,296		130,199		129,923		395,418
1290 Retirement 2040		128,227		123,023		126,010		377,260
1290 Retirement 2045		133,137		126,549		127,739		387,425

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October 31, 2023


	Amount Eligible Through						Total Eligible For Reimbursement
Funds:	2024		2025		2026		Total Eligible For Reimbursement
1290 Retirement 2050	$	129,144	$	123,486	$	127,733	$	380,363
1290 Retirement 2055		128,662		123,400		126,530		378,592
1290 Retirement 2060		129,838		124,402		129,096		383,336
1290 SmartBeta Equity		350,864		475,250		556,893		1,383,007

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

Note 3

Sales Charges

The Distributor receives sales charges on the Funds’ Class A and Class T shares and the proceeds of contingent deferred sales charges paid by the investor in connection with certain redemptions of the Funds’ Class A shares. The Distributor has advised the Funds that for the year ended October 31, 2023, the proceeds retained from sales and redemptions are as follows:

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


	Class A				Class T
Funds:	Front End Sales Charge		Contingent Deferred Sales Charge		Front End Sales Charge
1290 Diversified Bond	$	6,647	$	—	$	—
1290 Essex Small Cap Growth		1,337		—		—
1290 GAMCO Small/Mid Cap Value		16,945		—		—
1290 High Yield Bond		1,838		—		—
1290 Loomis Sayles Multi-Asset Income		36,798		—		—
1290 Multi-Alternative Strategies		3,360		—		—
1290 SmartBeta Equity		23,697		—		—

Note 4

Compensation of Officers

Each officer of the Trust is an employee of Equitable Financial, EIM and/or Equitable Distributors, LLC. No officer of the Trust, other than the Chief Compliance Officer, receives compensation paid by the Trust. During the year ended October 31, 2023, the three trusts in the fund complex reimbursed EIM and EIMG for $290,000 of the Chief Compliance Officer’s compensation, including $2,300 reimbursed by the Trust.

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1290 FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

October 31, 2023

Note 5

Percentage of Ownership by Affiliates

At October 31, 2023, EIMG and Equitable Financial held investments in each of the Funds as follows:


Funds:	Percentage of Ownership
1290 Essex Small Cap Growth		20	%
1290 GAMCO Small/ Mid Cap Value		18
1290 High Yield Bond		9
1290 Loomis Sayles Multi-Asset Income		80
1290 Multi-Alternative Strategies		63
1290 Retirement 2020		100
1290 Retirement 2025		98
1290 Retirement 2030		99
1290 Retirement 2035		98
1290 Retirement 2040		99
1290 Retirement 2045		98
1290 Retirement 2050		99
1290 Retirement 2055		100
1290 Retirement 2060		99

Shares of 1290 Diversified Bond, 1290 Essex Small Cap Growth, 1290 GAMCO Small/Mid Cap Value, 1290 High Yield Bond and 1290 SmartBeta Equity Funds may be held as an underlying investment by certain series of the EQ Advisors Trust and EQ Premier VIP Trust (“VIP Trust”). The following table shows the percentage of ownership of the net assets of each Fund by a series of EQ Advisors Trust or VIP Trust as of October 31, 2023.


Portfolios:	1290 Diversified Bond			1290 Essex Small Cap Growth			1290 GAMCO Small/Mid Cap Value			1290 High Yield Bond			1290 SmartBeta Equity
EQ/All Asset Growth Allocation		1.15	%		—	%		—	%		—	%		—	%
Equitable Conservative Growth MF/ETF		3.82			4.44			2.43			10.17			4.17
Equitable Moderate Growth MF/ETF		0.49			1.76			0.95			1.47			1.77
Equitable Growth MF/ETF		0.09			2.63			1.42			1.58			3.16
EQ/Conservative Allocation		4.85			—			—			—			—
EQ/Conservative-Plus Allocation		4.16			—			—			—			—
EQ/Moderate Allocation		21.81			—			—			—			—
EQ/Moderate-Plus Allocation		16.22			—			—			—			—
EQ/Aggressive Allocation		2.10			—			—			—			—
Target 2015 Allocation		0.62			—			—			—			—
Target 2025 Allocation		1.64			—			—			—			—
Target 2035 Allocation		1.20			—			—			—			—
Target 2045 Allocation		0.72			—			—			—			—
Target 2055 Allocation		0.10			—			—			—			—

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1290 FUNDS

NOTES TO FINANCIAL STATEMENTS (Concluded)

October 31, 2023

Note 6

Subsequent Events

The Adviser evaluated subsequent events from October 31, 2023, the date of these financial statements, through the date these financial statements were issued. The subsequent events include the following:

Effective November 29, 2023, the name of the 1290 Retirement 2060 Fund changed to 1290 Avantis^® U.S. Large Cap Growth Fund; American Century Investment Management, Inc. became the Fund’s sub-adviser; and the Fund’s investment objective changed. Effective November 29, 2023, the Fund seeks to provide long-term growth of capital and pursues its investment objective by investing directly in U.S. equity securities.

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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 sixteen 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, 2023, the related statements of operations and the statements of changes in net assets for each of the periods indicated in the table below, 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, 2023, the results of each of their operations and the changes in each of their net assets for each of the periods indicated in the table below 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 Diversified Bond Fund (1)		1290 Retirement 2030 Fund (1)
1290 Essex Small Cap Growth Fund (2)		1290 Retirement 2035 Fund (1)
1290 GAMCO Small/Mid Cap Value Fund (1)		1290 Retirement 2040 Fund (1)
1290 High Yield Bond Fund (1)		1290 Retirement 2045 Fund (1)
1290 Loomis Sayles Multi-Asset Income Fund (1)		1290 Retirement 2050 Fund (1)
1290 Multi-Alternative Strategies Fund (1)		1290 Retirement 2055 Fund (1)
1290 Retirement 2020 Fund (1)		1290 Retirement 2060 Fund (1)
1290 Retirement 2025 Fund (1)		1290 SmartBeta Equity Fund (1)

(1)	Statement of operations for the year ended October 31, 2023 and statement of changes in net assets for each of the two years in the period ended October 31, 2023

(2)	Statement of operations for the year ended October 31, 2023 and statement of changes in net assets for the year ended October 31, 2023 and for the period July 11, 2022 (commencement of operations) through October 31, 2022

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, 2023 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 15, 2023

We have served as the auditor of one or more investment companies in the Equitable Investment Management, 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, 2023 (UNAUDITED)

At an in-person meeting held on July 18-19, 2023 (the “July 2023 Meeting”), 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) 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 Equitable Investment Management, LLC (“EIM” 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 series of the Trust (each, a “Fund” and together, the “Funds”) listed below, for an additional one-year term. As noted below, the Board considered, and made a decision with respect to, each Agreement for each Fund separately.


Funds		Agreement(s) Renewed by the Trust’s Board with respect to the Funds
1290 Multi-Alternative Strategies Fund 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”)		Advisory Agreement with EIM

1290 Diversified Bond Fund		Advisory Agreement with EIM Sub-Advisory Agreement with Brandywine Global Investment Management LLC

1290 Essex Small Cap Growth Fund		Advisory Agreement with EIM Sub-Advisory Agreement with Essex Investment Management Company, LLC

1290 GAMCO Small/Mid Cap Value Fund		Advisory Agreement with EIM Sub-Advisory Agreement with GAMCO Asset Management, Inc.

1290 High Yield Bond Fund 1290 SmartBeta Equity Fund		Advisory Agreement with EIM Sub-Advisory Agreement with AXA Investment Managers US Inc.

1290 Loomis Sayles Multi-Asset Income Fund (formerly known as 1290 DoubleLine Dynamic Allocation Fund)		Advisory Agreement with EIM Sub-Advisory Agreement with Loomis, Sayles & Company, L.P.

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 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 provided by, and the profits (if any) 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,

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including any potential economies of scale and 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). The Board also considered other factors (including conditions and trends prevailing generally in the economy, the securities markets and the mutual fund industry). 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 a broad range of 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 take into account conclusions reached during their consideration of these same arrangements in prior years. The Board is assisted by counsel for the Trust and the Independent Trustees are also separately assisted by independent legal counsel throughout the process.

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, as well as third-party providers; 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 with, and engaged in extensive discussions along with management representatives and outside legal counsel with, Sub-Advisers during 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 and expense information for each Fund and comparative investment performance information for each Fund with at least one year of operating history as of March 31, 2023. The Independent Trustees, in consultation with their independent legal counsel, annually review and assess and, as they deem appropriate, request revisions to, the materials provided by Broadridge to ensure that the Independent Trustees continue to receive comparative fee, expense, and investment performance information in a format that facilitates and 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, where applicable, 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 (although the Independent Trustees believe that, in fact, the process extends year-round, and the Independent Trustees receive information on an ongoing basis) 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, 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. The Independent Trustees were assisted by independent legal counsel prior to and during the

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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 requested and 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 EQ Premier VIP Trust, which are managed by Equitable Investment Management Group, LLC (“EIMG”), an affiliate of the Adviser, and that all of the Board members also currently serve on the Boards of Trustees of EQ Advisors Trust and EQ Premier VIP Trust. The Board noted that EIMG served as the investment adviser to the Trust prior to January 1, 2023. The Board also noted that all but one of the Sub-Advisers currently serve as investment sub-advisers for one or more series, or allocated portion(s) of series, of EQ Advisors Trust and EQ Premier VIP Trust. The Trustees took into account information relating to the Adviser, EIMG and the Sub-Advisers provided to the Trustees, in their capacities as Trustees of EQ Advisors Trust and EQ Premier VIP Trust, at prior meetings of the Boards of Trustees of EQ Advisors Trust and EQ Premier VIP Trust, and the Trustees noted their experience and familiarity with the Adviser, EIMG, the Sub-Advisers, and the series of EQ Advisors Trust and EQ Premier VIP Trust gained from their service on the Boards of Trustees of EQ Advisors Trust, EQ 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 and each relevant Agreement separately and, in doing so, noted the respective roles of the Adviser and, as applicable, the relevant Sub-Adviser in providing services to the Fund. In approving the renewal of the relevant Agreement(s) with respect to each Fund, each Trustee, including the Independent Trustees, after considering all factors they deemed relevant, reached a determination, with the assistance of Independent Trustees’ counsel and fund counsel and through the exercise of their own business judgment, 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 funds and accounts similar to the Fund(s) each advises, including, as applicable, other series (or allocated portion(s) of other series) in the same fund complex with the 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 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 Adviser’s personnel who perform those functions with respect to the Funds. In addition, the Board considered the quality of the Adviser’s communications with the Board and the Adviser’s responsiveness to Board inquiries and requests made from time to time with respect to the Funds. The Board further considered

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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 assumes significant entrepreneurial risk in sponsoring new Funds or recommending and implementing changes (e.g., investment objective, strategy or policy changes) to existing Funds and that the Adviser also bears and assumes significant ongoing risks, including investment, operational, cybersecurity, enterprise, litigation, regulatory and compliance risks, with respect to all Funds. The Board considered that the Adviser’s responsibilities with respect to all Funds include daily monitoring of investment, operational, cybersecurity, enterprise, litigation, regulatory and compliance risks as they relate to the Funds. The Board also considered periodic reports provided to the Board regarding the Adviser’s ongoing risk monitoring and management activities. The Board also noted increased regulatory risk.

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 (or the portion thereof) that it sub-advises; placing with brokers or dealers orders for the purchase and sale of investments for the Fund (or the portion 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 (or the portion 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 that it sub-advises, as well as information on staffing levels and succession planning. The Board also considered information regarding each Sub-Adviser’s policies for executing portfolio transactions for the Fund (or the portion thereof) that it sub-advises and, where applicable, information regarding a Sub-Adviser’s policies for obtaining research from brokers and dealers.

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 and reports from the Trust’s Chief Compliance Officer regarding the monitoring of execution quality.

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 business continuity, 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 received 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, both in terms of aggregate net assets sub-advised and, for smaller Sub-Advisers, net assets sub-advised as a percentage of the Sub-Adviser’s total assets under management. In addition to periodic reports throughout the year, the Independent Trustees received information about business relationships that the Adviser and/or its affiliates, including Equitable Financial Life Insurance Company, have with the 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 (as well as periodic enhancements thereto) 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 periodic reports provided to the Board regarding the services provided by the Adviser, the Sub-Advisers and, where applicable, their affiliates. The Board also considered actions taken by the Adviser and the Sub-Advisers in response to market conditions over the past year and considered the overall performance of the Adviser and the Sub-Advisers in this context. The Board also considered information about the Adviser’s and each Sub-Adviser’s plans with respect to its continued operation in an in-person, remote or hybrid work environment and the Adviser’s and each Sub-Adviser’s ability to continue to provide the same scope and quality of services to its respective Fund(s). The Board noted that, at the Independent Trustees’ request, the Adviser had continued to provide the Board with regular updates on market volatility, the operation of the Trust and the Funds, developments related to the Adviser’s business, and the Adviser’s ongoing oversight of the Funds’ Sub-Advisers, including enhanced supervisory measures taken, in light of market and business disruptions resulting from a variety of economic and other factors. The Board also noted that, at the Independent Trustees’ request, the

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Adviser had continued to provide the Board with periodically updated EIM assets under management and Fund average net assets information, as well as updated investment performance information.

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 legal and regulatory developments, including new U.S. Securities and Exchange Commission rulemaking, affecting the mutual fund industry. The Board also requested and received throughout the past year information from the Adviser and various service providers on various topics impacting mutual funds generally, including pricing and valuation of portfolio securities; liquidity and derivatives risk management; cybersecurity; trustee independence; mutual fund board governance “best practices”; new reporting requirements for mutual funds; environmental, social and governance (“ESG”) investing; and the transition away from London Interbank Offered Rate (LIBOR). 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 noted the increasing complexity of the financial markets.

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 strategic and other actions and 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. 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 recognized that certain of these strategic and other actions and initiatives may also have a positive impact on the profitability and financial position of the Adviser and its affiliates.

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, where applicable, 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 reviewed information about performance attribution and reviewed performance in relation to certain measures of the degree of investment risk undertaken by the portfolio managers. The Board also considered the Adviser’s effectiveness in monitoring the performance of the Sub-Advisers, and the Adviser’s responses to performance issues when identified. 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-, three- and five-year periods, as applicable, and since inception periods ended March 31, 2023. 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. For each Fund with at least one year of operating history as of March 31, 2023, 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 Broadridge’s “performance universe” consisting of a peer group of funds. 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 and performance. The Board also noted that, at the Independent Trustees’ request, the Adviser had provided the Board with updated performance information for all of the Funds for periods ended May 31, 2023, as well as market commentary, in connection with the annual renewal process.

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

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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. The Board noted that while the Adviser requested that the Board be provided certain supplemental peer group performance information, the Adviser did not participate in Broadridge’s selection of peer funds, or identification of a peer group, for any Fund.

In evaluating the Funds’ performance, the Board generally considered longer-term performance over a full market cycle (typically five years or longer, if applicable) to be more important than short-term performance. The Board also took into account factors including general market conditions (including the amount of volatility in the market over the past year); interest rate and inflation levels and credit conditions; 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 selecting different time periods for performance calculations (for example, whether a one-year period is from December to December or March to March) can produce significantly different results in terms of a Fund’s returns and peer ranking on a relative basis. The Board further acknowledged that longer-term performance could be impacted by even one period of significant outperformance or underperformance. 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 Loomis Sayles Multi-Asset Income Fund, the Board considered that the Fund allocates its assets between equity and fixed income investments and is advised by a single Sub-Adviser. In evaluating the performance of the Fund, the Board also noted that, in August 2022, the Fund had replaced its former sub-adviser with a new Sub-Adviser, and had changed its investment objective, policies and strategy, performance benchmark, fee and expense structure, and name. Therefore, the Board focused on the Fund’s performance since that time.

With respect to the performance of each of the 1290 Retirement Funds, the Board considered that each Fund operates as a fund-of-funds managed by the Adviser 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 took into account that, at the July 2023 Meeting, the Adviser had proposed, and the Board had approved, changing the 1290 Retirement 2060 Fund from a fund-of-funds managed by the Adviser to a sub-advised fund. In connection with the change, the Board also approved a new investment sub-advisory agreement between the Adviser and the proposed new sub-adviser¹ with respect to the Fund, as well as changes to the Fund’s investment objective, policies and strategy, performance benchmark, and name. The Board also noted that the implementation of the proposed changes was subject to shareholder approval of the new investment sub-advisory agreement with respect to the Fund.²

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. The Board also factored into its evaluation of each 1290 Retirement Fund’s performance that, although the Fund’s benchmark may correspond to a particular target retirement date, it may have levels of exposure to equity and fixed income investments that vary from the Fund’s asset allocation over time.

¹	A discussion of the process followed by the Board in its approval of the new investment sub-advisory agreement, including the information reviewed, certain material factors considered, and certain related conclusions reached, is provided elsewhere in this shareholder report.

²	As of the date of this shareholder report, the Fund’s shareholders have since approved the new investment sub-advisory agreement at a special shareholder meeting held on October 23, 2023.

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Active Funds

With respect to the performance of the 1290 Diversified Bond, 1290 Essex Small Cap Growth, 1290 GAMCO Small/Mid Cap Value, 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.

In evaluating the performance of the 1290 Diversified Bond Fund, the Board also noted that, in June 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 Essex Small Cap Growth Fund had only a short operating history on which to evaluate performance.

With respect to the performance of the 1290 Multi-Alternative Strategies Fund, the Board considered that the Fund operates as a fund-of-funds and invests in ETFs and recognized, therefore, that the Fund’s performance is based, in part, on the total returns of the ETFs in which it invests.

All Funds

The Board and the Adviser discussed the performance of each Fund, including whether each 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, especially short-term 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 relative underperformance.

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. 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 (typically, both a smaller expense “group” of funds selected for similarity in terms of asset size as well as other factors, and a broader expense “universe” consisting of a larger group of funds more broadly comparable to 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.

182

The Broadridge expense data was based upon information taken from each Fund’s audited annual report for the period ended October 31, 2022, which reflects historical asset levels that may be quite different from those currently existing, particularly in a period of market volatility. 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 operational 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. For the 1290 Retirement Funds, the only operational share class is Class I. 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 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 noted that it generally considered the more-narrow expense “group” comparisons to be more important in the first instance than the broader expense “universe” comparisons, but took into account the broader expense universe comparisons as well, including, among other circumstances, when the number of funds in the more-narrow expense group was small or other aspects of the Fund differed appreciably from those of the funds in the more-narrow expense group. For uniformity, the Fund-specific contractual advisory fee and total expense ratio comparisons provided below are relative to the broader expense universe. 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 fee and expense changes that the Adviser had agreed to implement during 2022 were not reflected in the Broadridge expense data, but that all current fees and expenses of each Fund are disclosed as required in Fund offering documents.

The Board noted that the Broadridge expense groups and universes for the Funds excluded ETFs because ETFs have a different structure from open-end funds like the Funds and shares of ETFs are accessed differently by investors. The Board also noted that the Broadridge expense groups and universes for the actively managed Funds excluded passive, or index, funds because passive funds pursue their investment strategies differently from the actively managed Funds. The Board noted that, in each case, the excluded funds could have lower advisory fees and total expenses, and that the inclusion of these funds in peer groups and universes would have the effect of lowering the averages and medians of the expense measurements in the peer groups and universes. The Board also noted that, as with performance peer groups, the Adviser did not participate in Broadridge’s selection of peer funds, or identification of a peer group, for any Fund for purposes of fee and expense comparisons.

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 and its affiliates in connection with the operation of the Fund. The Board also considered the sub-advisory fee paid to a Sub-Adviser in light of fees charged by the Sub-Adviser to similar funds, if any, advised or sub-advised by the Sub-Adviser, including explanations of differences among funds where relevant.

Allocation Funds

The Board considered that the contractual advisory fee for the 1290 Loomis Sayles Multi-Asset Income Fund and each of the 1290 Retirement Funds was above the median for the Fund’s respective Broadridge category. The

183

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 of the 1290 Retirement Funds, 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 Multi-Alternative Strategies 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 above the median for the Fund’s Broadridge category.

The Board considered that the contractual advisory fee for each of the 1290 Diversified Bond, 1290 Essex Small Cap Growth, 1290 GAMCO Small/Mid Cap Value, 1290 High Yield Bond and 1290 SmartBeta Equity Funds was above (but, in the case of the 1290 Essex Small Cap Growth 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 the 1290 Diversified Bond and 1290 Essex Small Cap Growth Funds was below the median for the Fund’s respective Broadridge category, and the total expense ratio for the Class I shares of each of the 1290 GAMCO Small/Mid Cap Value, 1290 High Yield Bond and 1290 SmartBeta Equity Funds was above the median for the Fund’s respective Broadridge category.

The Board also considered the 1290 Multi-Alternative Strategies Fund’s advisory fee rate relative to the advisory fee rates of other portfolios managed by the Adviser that, like the Fund, are structured as funds-of-funds, and noted that differences in the level of the fees reflected differences between the Fund and other funds-of-funds managed by the Adviser.

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 and its affiliates’ advisory, administrative and other fees so that each Fund’s total expense ratios do not exceed certain levels as set forth in the Fund’s prospectus. In this regard, the Board also noted that the current expense limitation arrangements for the 1290 GAMCO Small/Mid Cap Value Fund 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.

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, 2022, which was the most recent fiscal year for the Adviser and its affiliates. The Board also considered a year-over-year comparison of profitability information for the one-year periods ended December 31, 2022, 2021, and 2020. 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 there is no uniform methodology within the asset management industry regarding the allocation of firm-wide or complex-wide expenses for determining profitability for this purpose; 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 the

184

Adviser’s cost allocation methodology was consistent with the cost allocation methodology followed in the profitability report presentations for the Funds beginning with the July 2018 annual renewal process. The Board also noted that, in consultation with and through independent legal counsel, the Board’s Audit Committee has engaged an outside consultant to conduct periodic assessments of the cost allocation methodology, including adjustments to the methodology, as part of the Board’s review of the Adviser’s profitability analysis in connection with the annual renewal process. In addition to the annual profitability report presentation and extensive discussions with management, the Board took into account the series of assessments and noted that, following each such assessment, the consultant found that the Adviser’s overall cost allocation methodology was reasonable in all material respects and generally consistent with observed industry practices. 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 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 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 Board acknowledged that, because each Sub-Adviser’s fee is paid by the Adviser, the Adviser is incentivized to negotiate a favorable fee. 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 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.

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 and the risks assumed.

Economies of Scale

The Board also considered whether economies of scale or efficiencies are realized by the Adviser as a Fund grows larger, the extent to which this is reflected in the level of advisory 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, and also considered whether such breakpoints are set at appropriate asset levels. The Board also noted that, although the advisory fees for the 1290 Retirement Funds do not include breakpoints, the Adviser was subsidizing all of the Funds’ expenses by making payments or waiving all or a portion of its and its affiliates’ advisory, administrative and other fees so that each Fund’s total expense ratios do not exceed certain contractual levels as set forth in the Fund’s prospectus. The Board recognized that expense limitation arrangements can have an effect similar to breakpoints in sharing economies of scale with shareholders and provide protection from an increase in expenses if a Fund’s assets decline. 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 bears the risk that the Fund will never become profitable), while shareholders of the Fund

185

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 the ongoing development of the Adviser’s infrastructure and information technology to support the Funds through, among other things, cybersecurity, business continuity planning, and risk management. In this regard, the Board also considered information about the operation of the Trust’s securities lending program. The Board also noted that the Adviser can share economies of scale with Funds by maintaining existing expense structures in the face of a rising cost environment.

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 or EIMG serves as investment adviser. The Board also 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. With respect to the sub-advisory fee that does not include breakpoints, the Board considered the Sub-Adviser’s explanation that the sub-advisory fee is priced at a competitive level.

Based on its consideration of the factors above and recognizing that the Funds have 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 advisory, administrative and, as applicable, 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 serves as the administrator for the Funds and receives compensation for acting in this capacity. The Board also noted that Equitable Distributors, LLC, an affiliate of the Adviser, provides distribution support services for the Trust pursuant to an agreement with the Trust’s distributor, ALPS Distributors, Inc. Equitable 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, 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, 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. The Board also noted that certain Sub-Advisers currently serve as investment sub-advisers for other funds advised by the Adviser or EIMG 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 and other types of benefits that may accrue to the Sub-Advisers are fair and reasonable.

186

Appendix A

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-, three- and five-year periods, as applicable, and since inception periods ended March 31, 2023, 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 shareholder report. See Notes on Performance (Unaudited) elsewhere in this shareholder report for descriptions of the benchmarks.

1290 Funds Investment Performance

For periods ended March 31, 2023

1 Year

3 Year

5 Year

Since Inception

Inception
Date

Without
Sales
Charge

With
Sales
Charge

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

(3.80

)

(9.12

)

24.94

22.59

6.18

4.97

7.48

6.76

1290 GAMCO Small/Mid Cap Value Fund Class T

11/12/2014

(3.58

)

(5.97

)

25.25

24.19

6.45

5.92

7.75

7.42

1290 GAMCO Small/Mid Cap Value Fund Class I

11/12/2014

(3.58

)

n/a

25.25

n/a

6.45

n/a

7.75

n/a

1290 GAMCO Small/Mid Cap Value Fund Class R

11/12/2014

(4.08

)

n/a

24.63

n/a

5.92

n/a

7.22

n/a

Lipper Small-Cap Core Funds

(7.67

)

n/a

21.63

n/a

5.53

n/a

6.72

n/a

Russell 2500 Value Index

(10.53

)

n/a

21.80

n/a

5.61

n/a

6.40

n/a

1290 Multi-Alternative Strategies Fund Class A

7/6/2015

(10.05

)

(14.96

)

3.05

1.14

(0.07

)

(1.19

)

0.38

(0.35

)

1290 Multi-Alternative Strategies Fund Class I

7/6/2015

(9.71

)

n/a

3.34

n/a

0.18

n/a

0.63

n/a

1290 Multi-Alternative Strategies Fund Class R

7/6/2015

(10.22

)

n/a

2.80

n/a

(0.31

)

n/a

0.13

n/a

Lipper Alternative Multi-Strategy Funds

(1.01

)

n/a

4.53

n/a

1.52

n/a

1.24

n/a

ICE BofA U.S. 3-Month Treasury Bill Index

2.53

n/a

0.90

n/a

1.41

n/a

1.12

n/a

1290 SmartBeta Equity Fund Class A

11/12/2014

(5.66

)

(10.88

)

13.96

11.82

7.87

6.66

7.72

6.99

1290 SmartBeta Equity Fund Class T

11/12/2014

(5.42

)

(7.77

)

14.26

13.29

8.15

7.60

7.99

7.66

1290 SmartBeta Equity Fund Class I

11/12/2014

(5.42

)

n/a

14.26

n/a

8.15

n/a

7.99

n/a

1290 SmartBeta Equity Fund Class R

11/12/2014

(5.90

)

n/a

13.69

n/a

7.61

n/a

7.45

n/a

Lipper Global Large-Cap Core Funds

(5.32

)

n/a

14.16

n/a

6.83

n/a

6.83

n/a

MSCI World (Net) Index

(7.02

)

n/a

16.40

n/a

8.01

n/a

7.89

n/a

1290 High Yield Bond Fund Class A

11/12/2014

(3.23

)

(7.63

)

4.81

3.22

2.68

1.74

3.05

2.49

1290 High Yield Bond Fund Class T

11/12/2014

(2.98

)

(5.44

)

5.07

4.18

2.96

2.45

3.32

3.00

1290 High Yield Bond Fund Class I

11/12/2014

(2.98

)

n/a

5.07

n/a

2.94

n/a

3.32

n/a

1290 High Yield Bond Fund Class R

11/12/2014

(3.47

)

n/a

4.55

n/a

2.43

n/a

2.80

n/a

Lipper High Yield Funds

(3.85

)

n/a

5.44

n/a

2.58

n/a

3.06

n/a

ICE BofA U.S. High Yield Index

(3.50

)

n/a

5.86

n/a

3.07

n/a

3.73

n/a

1290 Diversified Bond Fund Class A

7/6/2015

(8.66

)

(12.80

)

2.35

0.78

2.74

1.81

2.55

1.95

1290 Diversified Bond Fund Class I

7/6/2015

(8.31

)

n/a

2.53

n/a

2.98

n/a

2.80

n/a

1290 Diversified Bond Fund Class R

7/6/2015

(8.84

)

n/a

2.04

n/a

2.47

n/a

2.29

n/a

Lipper Global Income Funds

(5.78

)

n/a

(1.04

)

n/a

(0.44

)

n/a

0.92

n/a

Bloomberg U.S. Aggregate Bond Index

(4.78

)

n/a

(2.77

)

n/a

0.91

n/a

1.23

n/a

187

1 Year

3 Year

5 Year

Since Inception

Inception
Date

Without
Sales
Charge

With
Sales
Charge

Without
Sales
Charge

With
Sales
Charge

Without
Sales
Charge

With
Sales
Charge

Without
Sales
Charge

With
Sales
Charge

1290 Loomis Sayles Multi-Asset Income Fund Class A

3/7/2016

(1.78

)

(7.20

)

9.34

7.30

5.95

4.75

6.41

5.57

1290 Loomis Sayles Multi-Asset Income Fund Class I

3/7/2016

(1.58

)

n/a

9.61

n/a

6.21

n/a

6.68

n/a

1290 Loomis Sayles Multi-Asset Income Fund Class R

3/7/2016

(2.08

)

n/a

9.08

n/a

5.69

n/a

6.14

n/a

Lipper Mixed-Asset Target Allocation Moderate Funds

(6.10

)

n/a

8.25

n/a

4.17

n/a

5.44

n/a

20% MSCI World High Dividend Yield Index / 20% Cboe S&P 500 BuyWrite Index^SM/ 30% Bloomberg U.S. Corporate High Yield Index / 30% Bloomberg U.S. Aggregate Bond Index

(4.34

)

n/a

5.93

n/a

3.42

n/a

4.63

n/a

60% S&P 500 Index / 40% Bloomberg U.S. Aggregate Bond Index

(6.25

)

n/a

9.90

n/a

7.34

n/a

8.24

n/a

1290 Essex Small Cap Growth Fund Class A

7/11/2022

7.17

1.30

1290 Essex Small Cap Growth Fund Class I

7/11/2022

7.37

n/a

1290 Essex Small Cap Growth Fund Class R

7/11/2022

6.97

n/a

Lipper Small Cap Growth Funds

(0.89

)

n/a

Russell 2000 Growth Index

8.38

n/a

1290 Retirement 2020 Fund Class I

2/27/2017

(5.48

)

n/a

5.70

n/a

3.61

n/a

4.21

n/a

Lipper Mixed-Asset Target 2020 Funds

(5.76

)

n/a

6.66

n/a

3.92

n/a

4.63

n/a

S&P Target Date 2020 Index

(4.36

)

n/a

6.90

n/a

4.26

n/a

4.81

n/a

1290 Retirement 2025 Fund Class I

2/27/2017

(5.75

)

n/a

7.09

n/a

4.14

n/a

4.84

n/a

Lipper Mixed-Asset Target 2025 Funds

(5.79

)

n/a

7.47

n/a

4.20

n/a

4.98

n/a

S&P Target Date 2025 Index

(4.41

)

n/a

8.75

n/a

4.91

n/a

5.56

n/a

1290 Retirement 2030 Fund Class I

2/27/2017

(5.79

)

n/a

8.31

n/a

4.51

n/a

5.27

n/a

Lipper Mixed-Asset Target 2030 Funds

(6.21

)

n/a

9.19

n/a

4.79

n/a

5.76

n/a

S&P Target Date 2030 Index

(4.82

)

n/a

10.46

n/a

5.43

n/a

6.18

n/a

1290 Retirement 2035 Fund Class I

2/27/2017

(5.95

)

n/a

9.20

n/a

4.82

n/a

5.62

n/a

Lipper Mixed-Asset Target 2035 Funds

(6.65

)

n/a

11.23

n/a

5.44

n/a

6.54

n/a

S&P Target Date 2035 Index

(5.40

)

n/a

12.27

n/a

5.99

n/a

6.83

n/a

1290 Retirement 2040 Fund Class I

2/27/2017

(5.98

)

n/a

10.11

n/a

5.41

n/a

6.21

n/a

Lipper Mixed-Asset Target 2040 Funds

(6.88

)

n/a

12.62

n/a

5.85

n/a

7.04

n/a

S&P Target Date 2040 Index

(5.68

)

n/a

13.59

n/a

6.42

n/a

7.31

n/a

1290 Retirement 2045 Fund Class I

2/27/2017

(6.07

)

n/a

10.82

n/a

5.58

n/a

6.44

n/a

Lipper Mixed-Asset Target 2045 Funds

(7.01

)

n/a

13.58

n/a

6.18

n/a

7.37

n/a

S&P Target Date 2045 Index

(5.78

)

n/a

14.39

n/a

6.66

n/a

7.58

n/a

1290 Retirement 2050 Fund Class I

2/27/2017

(6.09

)

n/a

11.62

n/a

5.76

n/a

6.69

n/a

Lipper Mixed-Asset Target 2050 Funds

(7.14

)

n/a

13.86

n/a

6.25

n/a

7.46

n/a

S&P Target Date 2050 Index

(5.87

)

n/a

14.78

n/a

6.78

n/a

7.74

n/a

1290 Retirement 2055 Fund Class I

2/27/2017

(6.34

)

n/a

12.34

n/a

5.86

n/a

6.88

n/a

Lipper Mixed-Asset Target 2055 Funds

(7.14

)

n/a

14.00

n/a

6.29

n/a

7.53

n/a

S&P Target Date 2055 Index

(5.85

)

n/a

14.98

n/a

6.83

n/a

7.81

n/a

1290 Retirement 2060 Fund Class I

2/27/2017

(6.19

)

n/a

13.17

n/a

6.26

n/a

7.23

n/a

Lipper Mixed-Asset Target 2060 Funds

(7.16

)

n/a

14.12

n/a

6.33

n/a

7.57

n/a

S&P Target Date 2060+ Index

(5.85

)

n/a

14.98

n/a

6.87

n/a

7.87

n/a

188

1290 FUNDS

DISCLOSURE REGARDING ADVISORY CONTRACT APPROVAL

APPROVAL OF NEW INVESTMENT SUB-ADVISORY AGREEMENT DURING THE SIX-MONTH PERIOD ENDED OCTOBER 31, 2023 (UNAUDITED)

At an in-person meeting held on July 18-19, 2023, the Board of Trustees (the “Board”) of 1290 Funds (the “Trust”), including those Trustees who are not parties to the New Sub-Advisory 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 a new Investment Sub-Advisory Agreement (the “New Sub-Advisory Agreement”) between Equitable Investment Management, LLC (the “Adviser”), which serves as the Trust’s investment adviser, and American Century Investment Management, Inc. (“American Century” or the “Sub-Adviser”) with respect to the 1290 Retirement 2060 Fund (the “Fund”). The Board also determined to recommend that shareholders of the Fund approve the New Sub-Advisory Agreement.In connection with its approval of the New Sub-Advisory Agreement, the Board also approved the Adviser’s proposed restructuring of the Fund, involving changes to the Fund’s investment objective, strategy and policies, performance benchmark, and name. These changes, which are described in more detail below, together with the appointment of American Century as the sub-adviser to the Fund, collectively are referred to as the “Fund Restructuring.” As of the date of this shareholder report, the Fund’s shareholders have since approved the New Sub-Advisory Agreement at a special shareholder meeting held on October 23, 2023, and the appointment of American Century as the sub-adviser to the Fund occurred on or about November 29, 2023.¹

The Board noted that the Fund currently operates as a “target date fund-of-funds,” is managed to target 2060 as the specific year of planned retirement, and currently invests substantially all of its assets in exchange-traded securities of other investment companies or investment vehicles (“Underlying ETFs”) that, in turn, invest primarily in securities, rather than investing directly in securities and other financial instruments. The Board also noted that, because the Fund’s target date is many years in the future, the Fund’s asset mix is currently comprised largely of Underlying ETFs that emphasize investments in equity securities. The Board noted that, subject to shareholder approval of the New Sub-Advisory Agreement, American Century would be appointed as the sub-adviser for the Fund; the Fund’s current strategy would be changed to a U.S. large capitalization growth strategy implemented by American Century (acting through its division Avantis Investors^®) pursuant to which the Fund would invest directly in domestic equity securities; the Fund’s name would be changed to “1290 Avantis^® U.S. Large Cap Growth Fund” (the “Restructured Fund”); the Fund’s investment objective would be changed so that the Fund would seek to provide long-term growth of capital; and the Fund’s current performance benchmark (i.e., the S&P Target Date 2060+) would be replaced with the S&P 500^® Index as a primary benchmark and the Russell 1000^® Growth Index as a secondary benchmark. The Board also noted that the approval of the New Sub-Advisory Agreement and the appointment of American Century as sub-adviser to the Fund would not result in any change to the investment advisory fee paid by the Fund to the Adviser. The Board also considered the estimated portfolio transaction costs of the Fund Restructuring and noted that the Adviser intends to implement the Fund Restructuring in a manner that would minimize such costs and that the Adviser believes that such costs would be reasonable in relation to the anticipated benefits of the Fund Restructuring. The Board also considered that the repositioning of the Fund’s portfolio holdings in connection with the Fund Restructuring may result in higher taxes when shareholders hold Fund shares in a taxable account and considered the Adviser’s estimate of the capital gains that would be realized upon the sale of the Fund’s portfolio holdings. The Board further noted that if shareholders do not approve the New Sub-Advisory Agreement, then the retention of American Century as the sub-adviser for the Fund and the Adviser’s proposed changes to the Fund’s investment objective, strategy and policies, performance benchmark, and name would not go into effect. Instead, the Fund would continue to operate as a target date fund-of-funds in accordance with its current investment objective and strategy.

At the July 18-19, 2023 meeting, the Board, including the Independent Trustees, also considered and unanimously approved a change in the Fund’s classification from “diversified” to “non-diversified” under the 1940 Act and determined to recommend that shareholders of the Fund approve the change in the Fund’s classification. The Board considered the Adviser’s belief that changing the Fund’s classification would give the Adviser and American Century more flexibility in implementing the Fund’s investment strategies, as restructured. The Fund’s shareholders have since approved the change in the Fund’s classification at the special shareholder meeting held on October 23, 2023.

189

The Board also considered that, in connection with the Fund Restructuring, the Restructured Fund would continue to provide existing shareholders with substantially similar domestic equity exposure as the Fund currently provides. The Board noted that the proposed Fund Restructuring was based on the Adviser’s belief that the Fund, as currently structured, has failed to attract sufficient interest from investors, has not achieved sufficient scale to operate with a sustainable asset base, and has limited prospects for future growth and would have better prospects for future growth as a restructured fund pursuing a U.S. large capitalization growth strategy.

The Board also noted that American Century currently serves as a sub-adviser with respect to two series of EQ Advisors Trust, an affiliated investment company of the Trust for which Equitable Investment Management Group, LLC (“EIMG”), an affiliate of the Adviser, serves as investment adviser and the Adviser serves as administrator and for which all of the Board members currently serve on the Board of Trustees. The Board also considered its conclusions, in its capacity as the Board of Trustees of EQ Advisors Trust, in connection with its prior approval of the investment sub-advisory agreement between EIMG and American Century with respect to the series of EQ Advisors Trust, including its satisfaction with the nature and quality of services being provided to the series of EQ Advisors Trust by American Century. In reaching its decision to approve the New Sub-Advisory Agreement with respect to the Fund at its July 18-19, 2023 meeting, the Board also noted that, in its capacity as the Board of Trustees of EQ Advisors Trust, it was conducting its annual review of, and considering the renewal of, the investment sub-advisory agreement between EIMG and American Century with respect to the series of EQ Advisors Trust at that same meeting.

In reaching its decision to approve the New Sub-Advisory Agreement, the Board considered the overall fairness of the New Sub-Advisory Agreement and whether the New Sub-Advisory Agreement was in the best interests of the Fund and its shareholders. The Board further considered all factors it deemed relevant with respect to the Fund and the New Sub-Advisory Agreement, including: (1) the nature, quality and extent of the overall services to be provided to the Fund by the proposed Sub-Adviser; (2) comparative performance information; (3) the level of the proposed sub-advisory fee relative to fees of comparable funds; (4) the estimated impact of the appointment of the proposed Sub-Adviser on the profitability realized by the Adviser and its affiliates; (5) economies of scale that may be realized by the Fund; and (6) “fall out” benefits that may accrue to the proposed Sub-Adviser and its affiliates (i.e., indirect benefits that the Sub-Adviser or its affiliates would not receive but for the relationship with the Fund). The Board also considered other factors (including conditions and trends prevailing generally in the economy, the securities markets and the industry). The Board also considered possible alternatives to the Fund Restructuring, including liquidating the Fund and the potential benefits and detriments of maintaining the current structure. In considering the New Sub-Advisory 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 requested by the Independent Trustees and prepared by the Adviser and the proposed Sub-Adviser, including memoranda and other materials addressing the factors set out above, which were provided to the Trustees prior to and during the meeting. The Board also took into account information, including information relating to the proposed Sub-Adviser, provided to the Trustees, including in their capacities as Trustees of EQ Advisors Trust, at prior Board meetings, including a preliminary presentation of the proposal at a Board meeting held on April 19-20, 2023. The information provided to the Trustees described, among other things, the Restructured Fund’s investment strategies and risks, and the services to be provided by the proposed Sub-Adviser, as well as the proposed Sub-Adviser’s investment personnel, proposed sub-advisory fee, performance information, and other matters. The Board considered that the Adviser had conducted extensive due diligence on the proposed Sub-Adviser from an investment management, operational and compliance perspective, and the Board had received materials including the Adviser’s due diligence questionnaire indicating the proposed Sub-Adviser’s responses to the Adviser’s due diligence questions. The Board also noted the Adviser’s familiarity with the proposed Sub-Adviser’s operational and compliance structure as the proposed Sub-Adviser currently serves as a sub-adviser with respect to two series of EQ Advisors Trust, as noted above. During the meeting, the Trustees met with senior representatives of the Adviser to discuss the New Sub-Advisory Agreement and the information provided. The Independent Trustees also met in advance of, and in executive session during, the meeting to discuss the New Sub-Advisory Agreement and review the information provided. At the meeting, the Independent Trustees and management engaged in extensive discussions regarding the New Sub-Advisory Agreement. The Independent Trustees were assisted by independent legal counsel prior to and during the meeting and during their deliberations regarding the New Sub-Advisory Agreement and also received from legal counsel materials addressing, among other things, the legal standards applicable to their consideration of the New Sub-Advisory Agreement.

190

In approving the New Sub-Advisory Agreement, each Trustee, including the Independent Trustees, after considering all factors they deemed relevant, reached a determination, with the assistance of Independent Trustees’ counsel and fund counsel and through the exercise of their own business judgment, that the proposed sub-advisory fee was fair and reasonable and that the approval of the New Sub-Advisory Agreement was in the best interests of the 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 approve the New Sub-Advisory Agreement.

Nature, Quality and Extent of Services

The Board evaluated the nature, quality and extent of the overall services to be provided to the Fund and its shareholders by the proposed Sub-Adviser. In addition to the investment performance and expense information discussed below, the Board considered the proposed Sub-Adviser’s responsibilities with respect to the Fund pursuant to the New Sub-Advisory Agreement. The Board considered that, subject to the oversight of the Adviser, the proposed Sub-Adviser would be responsible for making investment decisions for the Fund; placing with brokers or dealers orders for the purchase and sale of investments for the Fund; and performing certain related administrative functions. The Board also considered information regarding the proposed Sub-Adviser’s process for selecting investments for the Fund, as well as information regarding the qualifications and experience of the proposed Sub-Adviser’s portfolio managers who would provide services to the Fund. The Board also considered the Adviser’s familiarity with, and confidence in, the proposed Sub-Adviser, and the results of the Adviser’s due diligence. The Board also considered information regarding the proposed Sub-Adviser’s procedures for executing portfolio transactions for the Fund and the proposed Sub-Adviser’s policies and procedures for selecting brokers and dealers. In addition, the Board considered information regarding the proposed Sub-Adviser’s trading experience and how the proposed Sub-Adviser would seek to achieve “best execution” on behalf of the Fund. The Board’s conclusion regarding the nature, quality and extent of the overall services to be provided by the proposed Sub-Adviser also was based, in part, on the Board members’ experience and familiarity, in their capacities as Trustees of EQ Advisors Trust, with the Sub-Adviser serving as a sub-adviser for two series of EQ Advisors Trust, as noted above, and on periodic reports provided to the Board regarding the services provided by the Sub-Adviser to those series.

The Board also considered that the Trust’s compliance team had performed due diligence on American Century from an operational and compliance perspective, noting the Adviser’s familiarity with American Century’s operational and compliance structure as American Century currently serves as a sub-adviser with respect to two series of EQ Advisors Trust, as noted above. The Board also considered the Trust’s Chief Compliance Officer’s evaluation of American Century’s compliance program, policies and procedures, and certification that they were consistent with applicable legal standards, including in connection with the Board’s renewal of the investment sub-advisory agreement between EIMG and American Century with respect to the aforementioned series of EQ Advisors Trust at the July 18-19, 2023 meeting. The Board also considered whether there were any pending lawsuits, enforcement proceedings or regulatory investigations involving the proposed Sub-Adviser and reviewed information regarding the proposed Sub-Adviser’s financial condition and history of operations and potential conflicts of interest in managing the Fund.

The Board also received and reviewed information regarding the performance of the Fund operating as a fund-of-funds relative to the hypothetical performance of the proposed Sub-Adviser’s U.S. large capitalization growth strategy and as compared to the Restructured Fund’s performance benchmarks for various periods, as well as information regarding the proposed Sub-Adviser’s methodology for calculating the hypothetical performance. The Board noted that, although the proposed Sub-Adviser did not currently manage accounts with the Restructured Fund’s specific strategy, the proposed Sub-Adviser has significant experience managing large capitalization investment strategies, and the Board also considered information regarding the proposed Sub-Adviser’s performance managing proprietary mutual funds using active U.S. equity strategies, including active U.S. large capitalization strategies. The Board generally considered long-term performance to be more important than short-term performance. The Board also considered the proposed Sub-Adviser’s expertise, resources, proposed investment strategy, and personnel for advising the Fund.

Based on its review, the Board determined that the nature, quality and extent of the overall services to be provided by the proposed Sub-Adviser were appropriate for the Fund in light of its proposed investment objective and, thus, supported a decision to approve the New Sub-Advisory Agreement.

191

Expenses

The Board considered the proposed sub-advisory fee for the proposed Sub-Adviser in light of the nature, quality and extent of the overall services to be provided by the proposed Sub-Adviser. In addition, the Board considered the relative level of the sub-advisory fee to be paid to the proposed Sub-Adviser and the advisory fee to be 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 proposed Sub-Adviser. In this regard, the Board noted that the approval of the New Sub-Advisory Agreement and the appointment of American Century as sub-adviser to the Fund would not result in any change to the investment advisory fee paid by the Fund to the Adviser. The Board also noted that the approval of the New Sub-Advisory Agreement and the appointment of American Century is expected to have no material impact on the Adviser’s overall profitability (as discussed below) at the Fund’s current asset levels.

The Board also considered the proposed sub-advisory fee rate in light of the fee rates that American Century charges under advisory agreements with other mutual funds that utilize a large capitalization equity investment strategy. The Board further noted that the Adviser, and not the Restructured Fund, would pay the proposed Sub-Adviser and that the proposed sub-advisory fee was negotiated between the proposed Sub-Adviser and the Adviser. Moreover, the Board noted that the Adviser generally is aware of the fees charged by sub-advisers to other clients and that the Adviser believes that the fee agreed upon with the proposed Sub-Adviser is reasonable in light of the nature, quality and extent of the investment sub-advisory services to be provided. Based on its review, the Board determined that the proposed sub-advisory fee for the proposed Sub-Adviser is fair and reasonable.

The Board also considered information provided by the Adviser comparing the advisory fee rate and expense ratio for the Fund to the advisory fee rates and expense ratios for mutual funds comparable to the Restructured Fund, including information compiled with data from Broadridge Financial Solutions Inc., an independent provider of mutual fund industry data. In addition, the Board considered that the Adviser had contractually agreed to make payments or waive all or a portion of its and its affiliates’ advisory, administrative and other fees so that the Fund’s net expense ratios will not exceed certain levels as currently set forth in the Fund’s prospectus (i.e., the Fund’s existing expense caps) and that, although the Adviser was not proposing to change the Fund’s existing expense caps in connection with the Fund Restructuring, the Adviser was proposing to continue the existing expense caps for an additional one-year period, through April 30, 2025. The Board also noted that the Fund would incur portfolio transaction costs in connection with the Fund Restructuring and that such costs were expected to be reasonable when taking into account the anticipated benefits of the restructuring. The Board further noted that the Adviser had agreed to bear the expenses associated with obtaining shareholder approval of the New Sub-Advisory Agreement that exceed the Fund’s existing expense caps and that the Fund is currently operating at its expense caps.

Profitability and Costs

The Board also considered the estimated impact of the Fund Restructuring on the profitability of the Adviser. In this regard, the Board noted that the proposed sub-advisory fee is expected to have no material impact on the Adviser’s overall profitability at the Fund’s current asset levels and a positive impact on the Adviser’s overall profitability at the Restructured Fund’s assets at scale, assuming future growth. The Board acknowledged that, because the proposed Sub-Adviser’s fee would be paid by the Adviser, the Adviser is incentivized to negotiate a favorable fee. The Adviser also advised the Board that it does not regard Sub-Adviser profitability as meaningful to its evaluation of the New Sub-Advisory Agreement. The Board acknowledged the Adviser’s view of Sub-Adviser profitability, noting the Board’s findings as to the reasonableness of the sub-advisory fee and that the fee to be paid to the proposed Sub-Adviser is the product of negotiations with the Adviser and reflects levels of profitability acceptable to the Adviser and the proposed Sub-Adviser based on the particular circumstances for each of them. The Board noted again that the proposed Sub-Adviser’s fee would be paid by the Adviser and not the Fund and that many responsibilities related to the advisory function are retained by the Adviser. In light of all the factors considered, the Board determined that the anticipated profitability to the Adviser remained within the reasonable range of profitability levels previously reported.

Economies of Scale

The Board also considered whether economies of scale would be realized as the Restructured Fund grows larger and the extent to which this is reflected in the proposed sub-advisory fee rate. While recognizing that any

192

precise determination is inherently subject to assumptions and subjective assessments, the Board noted American Century’s explanation that the proposed sub-advisory fee rate reflects economies of scale through competitive pricing.

The Board considered these factors, and the relationship they bear to the fee structure charged to the Fund by the Adviser, and concluded that there would be a reasonable sharing of benefits from any economies of scale with the Restructured Fund.

Fall-Out and Other Benefits

The Board also considered possible fall-out benefits and other types of benefits that may accrue to the proposed Sub-Adviser, including the following. The Board noted that the proposed Sub-Adviser currently serves as a sub-adviser with respect to two series of EQ Advisors Trust, as noted above, and receives sub-advisory fees with respect to those series. The Board also noted that the proposed Sub-Adviser may benefit from greater exposure in the marketplace with respect to its investment process and from expanding its level of assets under management, and that the proposed Sub-Adviser may derive benefits from its association with the Adviser. Based on its review, the Board determined that any fall-out benefits and other types of benefits that may accrue to the proposed Sub-Adviser are fair and reasonable.

193

Federal Income Tax Information (Unaudited)


Portfolios:	70% Dividend Received Reduction			Foreign Taxes		Foreign Source Income		Long Term Capital Gain
1290 Diversified Bond		0.00	%	$	—	$	—	$	—
1290 Essex Small Cap Growth		13.02			—		—		—
1290 GAMCO Small/Mid Cap Value		100.00			—		—		2,550,136
1290 High Yield Bond		0.00			—		—		—
1290 Loomis Sayles Multi-Asset Income		10.98			—		—		1,048,196
1290 Multi-Alternative Strategies		0.96			83		22,346		—
1290 Retirement 2020		10.55			1,741		28,915		570,728
1290 Retirement 2025		13.44			4,167		69,699		735,181
1290 Retirement 2030		17.91			2,963		46,706		519,067
1290 Retirement 2035		19.67			3,462		51,645		550,396
1290 Retirement 2040		20.65			2,355		36,152		27,410
1290 Retirement 2045		24.12			3,021		46,883		122,800
1290 Retirement 2050		23.82			3,151		48,951		33,174
1290 Retirement 2055		26.95			2,327		36,188		87,850
1290 Retirement 2060		30.41			2,548		37,997		98,870
1290 SmartBeta Equity		93.90			—		—		—

194

MANAGEMENT OF THE TRUST (UNAUDITED)

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
Interested Trustee
Steven M. Joenk* 1345 Avenue of the Americas, New York, New York 10105 (1958)	Trustee, Chief Executive Officer, and President	Trustee and Chief Executive Officer from June 2014 to present; President from September 2023 through present; and Chairman of the Board from June 2014 through September 2017	Chairman of the Board and Chief Executive Officer (January 2023 to present) and President (August 2023 to present) of EIM II; Chairman of the Board and Chief Executive Officer (May 2011 to present) and President (August 2023 to present) of EIM; Senior Vice President and Chief Investment Officer of AXA Financial, Inc. (April 2017 to 2019); and Chief Investment Officer (April 2017 to present) and employee (September 1999 to present) of Equitable Financial.	126	None.
Independent Trustees
Mark A. Barnard c/o 1290 Funds 1345 Avenue of the Americas, New York, New York 10105 (1949)	Trustee	From February 27, 2017 to present	Retired. Previously, Managing Director – Private Investments, Howard Hughes Medical Institute,2001 to 2016 (and, prior thereto, Director of Private Investments from 1998 to 2001, and Manager of Private Investments from 1995 to 1998).	126	None.
Michael B. Clement c/o 1290 Funds 1345 Avenue of the Americas, New York, New York 10105 (1957)	Trustee	From January 1, 2019 to present	Professor of Accounting, University of Texas, from 1997 to 2002 and from 2004 to present (Department of Accounting Chair from 2018 to 2022); Visiting Professor, Harvard Business School, 2023 to present.	126	New York Mortgage Trust
Donald E. Foley c/o 1290 Funds 1345 Avenue of the Americas, New York, New York 10105 (1951)	Trustee	From June 9, 2014 to present	Retired. Previously, Chairman of the Board and Chief Executive Officer, Wilmington Trust Corporation, 2010 to 2011; Senior Vice President, Treasurer and Director of Tax, ITT Corporation, 1996 to 2010.	126	BioSig Technologies, Inc.; Wilmington Funds (12)
Patricia M. Haverland c/o 1290 Funds 1345 Avenue of the Americas, New York, New York 10105 (1956)	Trustee	From April 1, 2022 to present	Retired. Previously, Vice President and Chief Investment Officer North America Pensions, Siemens, 2009 to 2018.	126	None.

195



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
Independent Trustees (Continued)
H. Thomas McMeekin c/o 1290 Funds 1345 Avenue of the Americas, New York, New York 10105 (1953)	Trustee	From June 9, 2014 to present	Managing Partner and Founder, Griffin Investments, LLC, 2000 to present; CEO of Blue Key Services, LLC., 2015 to present; previously, Chief Investment Officer, AIG Life & Retirement and United Guaranty Corporation and Senior Managing Director of AIG Asset Management, 2009 to 2012.	126	None.
Jeffery S. Perry c/o 1290 Funds 1345 Avenue of the Americas, New York, New York 10105 (1965)	Trustee	From April 1, 2022 to present	Founder and Chief Executive Officer, Lead Mandates LLC (business and leadership advisory firm). Retired, Global Client Service Partner, Ernst & Young LLP, 2004 to 2020.	126	Fortune Brands Innovations, Inc.; MasterBrand, Inc.
Gary S. Schpero c/o 1290 Funds 1345 Avenue of the Americas, New York, New York 10105 (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	Retired. Prior to January 1, 2000, Partner of Simpson Thacher & Bartlett (law firm) and Managing Partner of the Investment Management and Investment Company Practice Group.	126	Blackstone Funds (4)
Kathleen Stephansen c/o 1290 Funds 1345 Avenue of the Americas, New York, New York 10105 (1954)	Trustee	From January 1, 2019 to present	Senior Economist, Haver Analytics, 2019 to present; Senior Economic Advisor, Boston Consulting Group, 2018 to 2019 and in 2016; Chief Economist, Huawei Technologies USA Inc., 2016 to 2018; 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 2010 to 2016.	126	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. The Board has adopted a policy that currently provides that 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. The Trust’s retirement policy is subject to periodic review by the Trust’s Governance Committee, which may recommend for Board approval any changes to the policy that it determines to be appropriate.

†

The registered investment companies in the fund complex include the Trust and EQ Advisors Trust. 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 registered investment company.

196

The Trust’s Officers

No officer of the Trust, other than the Chief Compliance Officer, receives any compensation paid by the Trust. Each officer of the Trust is an employee of Equitable Financial, EIM, EIM II, and/or Equitable Distributors, LLC (“Equitable Distributors”). The address of each officer is 1345 Avenue of the Americas, New York, NY 10105. The Trust’s principal officers are:



Name and Year of Birth	Position(s) Held With Trust*	Term of Office and Length of Time Served**	Principal Occupation(s) During Past 5 Years
Steven M. Joenk (1958)	Trustee, Chief Executive Officer, and President	Trustee and Chief Executive Officer from June 2014 to present; President from September 2023 through present; and Chairman of the Board from June 2014 through September 2017	Chairman of the Board and Chief Executive Officer (January 2023 to present) and President (August 2023 to present) of EIM II; Chairman of the Board and Chief Executive Officer (May 2011 to present) and President (August 2023 to present) of EIM; Senior Vice President and Chief Investment Officer of AXA Financial, Inc. (April 2017 to 2019); and Chief Investment Officer (April 2017 to present) and employee (September 1999 to present) of Equitable Financial.
Brian Walsh (1968)	Chief Financial Officer and Treasurer	June 2014 to present	Senior Vice President of EIM II (June 2022 to present); Director (February 2011 to present) and Senior Vice President (May 2011 to present) of EIM; and Signatory Officer (November 2021 to present) and employee (February 2003 to present) of Equitable Financial.
Joseph J. Paolo (1970)	Chief Compliance Officer and Vice President	June 2014 to present	Chief Compliance Officer and Vice President of EIM II (June 2022 to present); Chief Compliance Officer (June 2007 to present) and Senior Vice President (May 2011 to present) of EIM; and Signatory Officer (November 2021 to present) and employee (June 2007 to present) of Equitable Financial.
Kenneth Kozlowski (1961)	Senior Vice President and Chief Investment Officer	June 2014 to present	Executive Vice President and Chief Investment Officer of EIM II (June 2022 to present); Executive Vice President and Chief Investment Officer (June 2012 to present) and Director (May 2017 to present) of EIM; previously, Senior Vice President of EIM (May 2011 to June 2012); and Signatory Officer (November 2021 to present) and employee (February 2001 to present) of Equitable Financial.
Alwi Chan (1974)	Vice President and Deputy Chief Investment Officer	June 2014 to present	Senior Vice President and Deputy Chief Investment Officer of EIM II (December 2022 to present); Senior Vice President and Deputy Chief Investment Officer of EIM (June 2012 to present), previously, Vice President of EIM (May 2011 to June 2012); and employee of Equitable Financial (1999 to present).
James Chen (1968)	Vice President and Director of Risk	July 2022 to Present	Vice President of EIM II (June 2022 to present); Vice President of EIM (July 2022 to present); employee of Equitable Financial (2015 to present);
Aysha Pride (1988)	Vice President	July 2022 to Present	Vice President of EIM II (June 2022 to present); Vice President of EIM (July 2022 to present); employee of Equitable Financial (2014 to present).
Andrew Houston (1990)	Vice President	September 2022 to Present	Vice President of EIM II (June 2022 to present) Vice President of EIM (July 2022 to present); and employee of Equitable Financial (2017 to present).
James Kelly (1968)	Controller	June 2014 to present	Vice President of EIM II (June 2022 to present); Vice President of EIM (May 2011 to present); and employee of Equitable Financial (September 2008 to present).
Miao Hu (1978)	Vice President	June 2016 to present	Vice President of EIM II (December 2022 to present); Assistant Portfolio Manager (May 2016 to present) and Vice President (June 2016 to present) of EIM; and employee of Equitable Financial (November 2013 to present).

197



Name and Year of Birth	Position(s) Held With Trust*	Term of Office and Length of Time Served**	Principal Occupation(s) During Past 5 Years
Kevin McCarthy (1983)	Vice President	September 2019 to present	Vice President of EIM II (June 2022 to present); Assistant Portfolio Manager (December 2018 to present) and Vice President (July 2022 to present) of EIM; and employee of Equitable Financial (August 2015 to present).
Xavier Poutas (1977)	Vice President	June 2016 to present	Vice President of EIM II (December 2022 to present); Assistant Portfolio Manager (May 2011 to present) and Vice President (June 2016 to present) of EIM; and employee of Equitable Financial (August 2002 to present).
Shane Daly (1970)	Chief Legal Officer, Senior Vice President and Secretary	March 2023 to present	Executive Vice President, Secretary and General Counsel of EIM II and EIM (March 2023 to present); employee of Equitable Financial (2011 to present).
Maureen E. Kane (1962)	Vice President and Assistant Secretary	March 2023 to present	Senior Vice President, Assistant Secretary and Associate General Counsel of EIM II and EIM (March 2023 to present); employee of Equitable Financial (February 2019 to present); and Managing Director and Managing Counsel of The Bank of New York Mellon (July 2014 to February 2019).
Cheryl Cherian (1979)	Vice President and Assistant Secretary	March 2023 to present	Employee of Equitable Financial (April 2019 to present); and Compliance Associate at Manifold Fund Advisors (November 2016 to March 2018).
Artemis Brannigan (1974)	Vice President	September 2019 to present	Vice President of EIM II (June 2022 to present); Vice President of EIM (August 2019 to present); employee of Equitable Financial (August 2019 to present); and Director of Prudential Financial (January 2016 to July 2019).
Helen Lai (1973)	Assistant Vice President	June 2016 to present	Employee of Equitable Financial (March 2013 to present).
Roselle Ibanga (1978)	Assistant Controller, Vice President and Anti-Money Laundering Compliance Officer	Assistant Controller from June 2014 to present; Vice President and Anti-Money Laundering Compliance Officer from January 2023 to present	Employee of Equitable Financial (February 2009 to present).
Lisa Perrelli (1974)	Assistant Controller	June 2014 to present	Employee of Equitable Financial (November 2002 to present).
Michelle Gallo (1973)	Assistant Controller	March 2023 to present	Employee of Equitable Financial (July 2013 to present).
Jennifer Mastronardi (1985)	Assistant Vice President	From June 2014 to present	Vice President of EIM II (June 2022 to present); Vice President of EIM (April 2015 to present); and employee of Equitable Financial (February 2009 to present).
Helen Espaillat (1963)	Assistant Secretary	June 2014 to present	Assistant Vice President and Assistant Secretary of EIM II (June 2022 to present); Assistant Vice President and Assistant Secretary of EIM (March 2015 to present); and employee of Equitable Financial (July 2004 to present).
Lorelei Fajardo (1978)	Assistant Secretary	June 2016 to present	Employee of Equitable Financial (July 2013 to present).
Monica Giron (1976)	Assistant Secretary	July 2019 to present	Employee of Equitable Financial (June 2019 to present); and Senior Paralegal at Gemini Fund Services (August 2015 to May 2019).

*	The officers in the table above (except Roselle Ibanga in respect of her role as a Vice President and Anti-Money Laundering Compliance Officer of 1290 Funds) hold similar positions with EQ Advisors Trust, the other registered investment company in the fund complex.

**	Each officer is elected on an annual basis.

198

SHAREHOLDER MEETING VOTING RESULTS (UNAUDITED)

At a Special Meeting of Shareholders held on October 23, 2023, shareholders of the 1290 Funds (the “Trust”) elected Mark A. Barnard, Michael B. Clement, Donald E. Foley, Patricia M. Haverland, Marcia Haydel, Steven M. Joenk, Kimberly Thompson Laughton, H. Thomas McMeekin, Jeffery S. Perry, Gary S. Schpero, and Kathleen Stephansen as Trustees of the Trust. The result of the shareholder vote is as follows:


1290 Fund Trust	Votes For		Votes Against		Abstain
Mark A. Barnard		116,970,081.422		115,555,399.876		1,414,681.546
Michael B. Clement		116,970,081.422		115,574,817.508		1,395,363.914
Donald E. Foley		116,970,081.422		115,565,747.625		1,404,433.797
Patricia M. Haverland		116,970,081.422		86,734,827.240		30,235,354.182
Marcia Haydel		116,970,081.422		87,695,725.579		29,274,455.843
Steven M. Joenk		116,970,081.422		116,526,686.296		443,495.126
Kimberly Thompson Laughton		116,970,081.422		87,695,725.579		29,274,455.843
H. Thomas McMeekin		116,970,081.422		115,564,742.900		1,405,438.522
Jeffery S. Perry		116,970,081.422		86,541,578.699		30,428,602.723
Gary S. Schpero		116,970,081.422		115,565,747.625		1,404,433.797
Kathleen Stephansen		116,970,081.422		115,768,451.072		1,201,730.350

At a Joint Special Meeting of Shareholders held on October 23, 2023, shareholders of the 1290 Retirement 2060 Fund approved changing the 1290 Retirement 2060 Fund, a series of the Trust, from a diversified fund to a non-diversified fund. The result of the shareholder vote is as follows:

Fund

Votes For

Votes Against

Abstentions

1290 Retirement 2060 Fund

456,219.078

421,135.460

34,806.618

At a Joint Special Meeting of Shareholders held on October 23, 2023, shareholders of the 1290 Retirement 2060 Fund approved a new Investment Sub-Advisory Agreement between Equitable Investment Management, LLC and American Century Investment Management, Inc. with respect to the 1290 Retirement 2060 Fund. The result of the shareholder vote is as follows:

Fund

Votes For

Votes Against

Abstentions

1290 Retirement 2060 Fund

456,219.078

402,832.492

53,034.922

At a Joint Special Meeting of Shareholders held on October 23, 2023, shareholders of each of the Funds listed below approved a “manager-of-managers” policy with respect to each respective Fund. The result of the shareholder vote is as follows:


Fund	Votes For		Votes Against		Abstentions
1290 Retirement 2020 Fund		685,151.373		672,125.653		0.120
1290 Retirement 2025 Fund		1,428,723.562		1,371,997.550		14,353.696
1290 Retirement 2030 Fund		856,101.237		499,504.905		2,872.728
1290 Retirement 2035 Fund		882,424.095		798,922.992		34,372.847
1290 Retirement 2040 Fund		526,900.407		504,952.876		16,698.531
1290 Retirement 2045 Fund		652,625.231		562,179.128		71,106.102
1290 Retirement 2050 Fund		619,448.677		502,092.372		46,342.986
1290 Retirement 2055 Fund		415,832.511		401,319.268		6,412.826
1290 Retirement 2060 Fund		456,219.078		421,060.546		34,806.868

199

CONTROL PERSON AND PRINCIPAL HOLDERS OF SECURITIES (UNAUDITED)

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

PROXY VOTING POLICIES AND PROCEDURES (UNAUDITED)

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

QUARTERLY PORTFOLIO HOLDINGS INFORMATION (UNAUDITED)

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

200

Visit the Funds’ Website: 1290Funds.com

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

1290AR103123

DFIN#850552

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

Equitable Financial Life Insurance Company

Item 1(b):

Not applicable.

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 13(a)(1).

Item 3.

Audit Committee Financial Expert.

The registrant’s board of trustees has determined that Michael Clement and Donald E. Foley serve on its audit committee as “audit committee financial experts” as defined in Item 3. Mr. Clement 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 2023: $560,388 and for fiscal year 2022: $494,799.

(b) Audit-Related Fees fiscal year 2023: $0 and for fiscal year 2022: $0.

Audit-Related Fees represent fees billed for assurance and related services that are reasonably related to the performance of the audit or the review of the fund’s financial statements that are not reported under Audit Fees.

Tax fees include amounts related to tax compliance, tax advice and tax planning.

(d) All Other Fees for fiscal year 2023: $0 and for fiscal year 2022: $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 the pre-approval of services performed by the registrant’s principal accountant. Audit, audit-related and non-audit services (including tax services) provided to the registrant require pre-approval by the audit committee. In the event that the estimated fees for such pre-approved audit, audit-related and non-audit services exceed the pre-approved estimated fees for such services, the excess amount must be approved by the audit committee or its delegate prior to payment.

(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 2023: $0 and for fiscal year 2022: $0.

(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.

(i) Not applicable.

(j) Not applicable.

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 change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12.

Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not Applicable.

Item 13.

Exhibits.

(a)(1) 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, Chief Executive Officer
		January 3, 2024

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

/s/ Steven M. Joenk

Steven M. Joenk

President and Chief Executive Officer

January 3, 2024

/s/ Brian E. Walsh

Brian E. Walsh

Chief Financial Officer and Treasurer

January 3, 2024