N-CSRS 1 m3sixty-ncsrs_123118.htm CERTIFIED SEMI-ANNUAL; SHAREHOLDER REPORT

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act File Number 811-23089

 

M3Sixty Funds Trust

(Exact name of registrant as specified in charter)

 

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

 

The Corporation Trust Company

Corporation Trust Center 

1209 Orange St.

Wilmington, DE 19801

 

(Name and address of agent for service)

 

With Copies To: 

John H. Lively 

Practus, LLP

11300 Tomahawk Creek Parkway, Suite 310 

Leawood, KS 66211 

(913) 660-0778

 

 

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

 

Date of fiscal year end: 06/30/2019

 

Date of reporting period: 12/31/2018

 

ITEM 1.REPORTS TO SHAREHOLDERS

 

The Semi-Annual report to Shareholders of the Cognios Large Cap Value Fund, Cognios Large Cap Growth Fund and Cognios Market Neutral Large Cap Fund, each a series of the M3Sixty Funds Trust, for the period ended December 31, 2018 pursuant to Rule 30e-1 under the Investment Company Act of 1940 (the “1940 Act”), as amended (17 CFR 270.30e-1) is filed herewith.

 

COGNIOS LARGE CAP VALUE FUND

Investor Class COGLX

Institutional Class COGVX

COGNIOS LARGE CAP GROWTH FUND

Investor Class COGGX

Institutional Class COGEX

COGNIOS MARKET NEUTRAL LARGE CAP FUND

Investor Class COGMX

Institutional Class COGIX

SEMI-ANNUAL

December 31, 2018

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

 

Semi-Annual Report | December 31, 20181

Cognios Large Cap Value Fund

Portfolio UpdateDecember 31, 2018 (Unaudited)

Performance (as of December 31, 2018)

One Year

Since
Inception
(a)

Cognios Large Cap Value Fund Investor Class shares

(3.87)%

6.22%

Cognios Large Cap Value Fund Institutional Class shares

(3.62)%

6.44%

S&P 500® Total Return Index(b)

(4.38)%

9.00%

Russell 1000® Value Total Return Index(c)

(8.27)%

5.03%

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

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

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

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

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

Total Fund operating expense ratios as stated in the current Fund prospectus dated October 29, 2018 for the Funds were as follows:

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

1.62%

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

1.10%

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

1.37%

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

0.85%

 

2www.cogniosfunds.com

Cognios Large Cap Value Fund

Portfolio Update (continued)December 31, 2018 (Unaudited)

Cognios Capital, LLC (the “Adviser”) has entered into an Expense Limitation Agreement with the Value Fund under which it has agreed to waive or reduce its fees and to assume other expenses of the Value Fund, if necessary, in an amount that limits the Value Fund’s annual operating expenses (exclusive of interest, borrowing expenses, distribution fees pursuant to Rule 12b-1 plans, taxes, acquired fund fees and expenses, brokerage fees and commissions, dividend expenses on short sales, litigation expenses, other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of the Value Fund’s business) to not more than 0.85% through at least October 31, 2020. Subject to approval by the Value Fund’s Board, any waiver under the Expense Limitation Agreement is subject to repayment by the Value Fund within the three fiscal years following the year in which such waiver occurred, if the Value Fund is able to make the payment without exceeding the expense limitation in place at the time of the waiver. The current contractual agreement cannot be terminated prior to at least one year after the effective date of the Registration Statement without the Board of Trustees’ approval. Total Gross Operating Expenses (Annualized) during the six month period ended December 31, 2018 were 2.40% and 2.15% for the Value Fund’s Investor Class shares and Institutional Class shares, respectively. Please see the Disclosure of Fund Expenses, the Financial Highlights and Notes to Financial Statements (Note 5) sections of this report for expense related disclosures during the six month period ended December 31, 2018.

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

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

Communications

2.38%

Consumer, Cyclical

24.28%

Consumer, Non-Cyclical

48.69%

Energy

0.83%

Financials

10.59%

Industrials

13.87%

Technology

1.32%

Utilities

34.27%

Cash, Cash Equivalents, & Other Net Assets

(36.23)%

TOTAL

100.00%

 

Semi-Annual Report | December 31, 20183

Cognios Large Cap Value Fund

Portfolio Update (continued)December 31, 2018 (Unaudited)

Top Ten Portfolio Holdings (% of Net Assets)*

HCA Healthcare, Inc.

3.30%

Church & Dwight Co., Inc.

3.22%

McCormick & Co., Inc.

3.19%

SCANA Corp.

2.85%

Clorox Co.

2.83%

Republic Services, Inc.

2.69%

Darden Restaurants, Inc.

2.66%

CMS Energy Corp.

2.66%

American Electric Power Co., Inc.

2.65%

Chipotle Mexican Grill, Inc.

2.60%

*The percentages in the above tables are based on the portfolio holdings of the Value Fund as of December 31, 2018 and are subject to change. For a detailed break-out of holdings by industry, please refer to the Schedules of Investments.

 

4www.cogniosfunds.com

Cognios Large Cap Growth Fund

Portfolio UpdateDecember 31, 2018 (Unaudited)

Performance (as of December 31, 2018)

One Year

Since
Inception
(a)

Cognios Large Cap Growth Fund Investor Class shares

1.23%

12.25%

Cognios Large Cap Growth Fund Institutional Class shares

1.47%

12.51%

Russell 1000® Total Return Index(b)

(4.78)%

8.74%

Russell 1000® Growth Total Return Index(c)

(1.51)%

12.35%

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

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

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

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

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

Total Fund operating expense ratios as stated in the current Fund prospectus dated October 29, 2018 for the Funds were as follows:

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

1.76%

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

1.15%

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

1.51%

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

0.90%

 

Semi-Annual Report | December 31, 20185

Cognios Large Cap Growth Fund

Portfolio Update (continued)December 31, 2018 (Unaudited)

Cognios Capital, LLC (the “Adviser”) has entered into an Expense Limitation Agreement with the Growth Fund under which it has agreed to waive or reduce its fees and to assume other expenses of the Growth Fund, if necessary, in an amount that limits the Growth Fund’s annual operating expenses (exclusive of interest, borrowing expenses, distribution fees pursuant to Rule 12b-1 plans, taxes, acquired fund fees and expenses, brokerage fees and commissions, dividend expenses on short sales, litigation expenses, other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of the Growth Fund’s business) to not more than 0.90% through at least October 31, 2020. Subject to approval by the Growth Fund’s Board, any waiver under the Expense Limitation Agreement is subject to repayment by the Growth Fund within the three fiscal years following the year in which such waiver occurred, if the Growth Fund is able to make the payment without exceeding the expense limitation in place at the time of the waiver. The current contractual agreement cannot be terminated prior to at least one year after the effective date of the Registration Statement without the Board of Trustees’ approval. Total Gross Operating Expenses (Annualized) during the six month period ended December 31, 2018 were 1.42% and 1.17% for the Growth Fund’s Investor Class shares and Institutional Class shares, respectively. Please see the Disclosure of Fund Expenses, the Financial Highlights and Notes to Financial Statements (Note 5) sections of this report for expense related disclosures during the six month period ended December 31, 2018.

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

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

Communications

11.44%

Consumer, Cyclical

3.29%

Consumer, Non-Cyclical

22.97%

Financials

3.69%

Industrials

8.52%

Technology

38.93%

Utilities

8.11%

Cash, Cash Equivalents, & Other Net Assets

3.05%

TOTAL

100.00%

 

6www.cogniosfunds.com

Cognios Large Cap Growth Fund

Portfolio Update (continued)December 31, 2018 (Unaudited)

Top Ten Portfolio Holdings (% of Net Assets)*

Apple, Inc.

7.72%

Microsoft Corp.

6.42%

Amazon.com, Inc.

6.23%

salesforce.com, Inc.

5.44%

Adobe, Inc.

5.34%

Dominion Energy, Inc.

3.75%

Progressive Corp.

3.69%

Square, Inc. - Class A

3.61%

NIKE, Inc. - Class B

3.29%

Intuitive Surgical, Inc.

3.11%

*The percentages in the above tables are based on the portfolio holdings of the Growth Fund as of December 31, 2018 and are subject to change. For a detailed break-out of holdings by industry, please refer to the Schedules of Investments.

 

Semi-Annual Report | December 31, 20187

Cognios Market Neutral Large Cap Fund

Portfolio Update
December 31, 2018 (Unaudited)

Performance (as of December 31, 2018)

One Year

Five Years

Since Inception(a)

Cognios Market Neutral Large Cap Fund

Investor Class shares

 

3.92%

3.90%

4.04%

Cognios Market Neutral Large Cap Fund

Institutional Class shares

 

4.17%

4.14%

4.28%

S&P 500® Total Return Index(b)

(4.38)%

8.49%

12.15%

HFRX Equity Market Neutral Index(c)

(3.16)%

0.43%

0.65%

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

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

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

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

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

 

8www.cogniosfunds.com

Cognios Market Neutral Large Cap Fund

Portfolio Update (continued)December 31, 2018 (Unaudited)

Total Fund operating expense ratios as stated in the current Fund prospectus dated October 29, 2018 for the Fund were as follows:

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

3.94%

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

3.49%

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

3.69%

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

3.24%

Cognios Capital, LLC (the “Adviser”) has entered into an Expense Limitation Agreement with the Market Neutral Fund under which it has agreed to waive or reduce its fees and to assume other expenses of the Market Neutral Fund, if necessary, in an amount that limits the Market Neutral Fund’s annual operating expenses (exclusive of interest, borrowing expenses, distribution fees pursuant to Rule 12b-1 plans, taxes, acquired fund fees and expenses, brokerage fees and commissions, dividend expenses on short sales, litigation expenses, other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of the Market Neutral Fund’s business) to not more than 1.45% of the Market Neutral Fund’s average daily net assets through at least October 31, 2020. Subject to approval by the Market Neutral Fund’s Board of Trustees, any waiver under the Expense Limitation Agreement is subject to repayment by the Market Neutral Fund within the three fiscal years following the year in which such waiver occurred, if the Market Neutral Fund is able to make the payment without exceeding the 1.45% expense limitation. Total Gross Operating Expenses (Annualized) during the six month period ended December 31, 2018 were 4.45% and 4.20% for the Fund’s Investor Class shares and Institutional Class shares, respectively. Please see the Disclosure of Fund Expenses, the Financial Highlights and Notes to Financial Statements (Note 5) sections of this report for expense related disclosures during the six month period ended December 31, 2018.

The Market Neutral Fund’s principal investment objective is long-term growth of capital independent of stock market direction. The Market Neutral Fund seeks to achieve its investment objective by balancing “long” and “short” positions. To do this, the Market Neutral Fund will buy (take long positions in) equity securities of U.S. companies that the Adviser believes are undervalued and more likely to appreciate and, at the same time, borrow and then sell (take short positions in) equity securities of U.S. companies that the Adviser believes are likely to underperform the long positions over time. The Market Neutral Fund generally seeks to purchase and sell short large capitalization U.S. equity common stocks of companies that are constituents of the S&P 500® Index. The Market Neutral Fund may invest across different industries and sectors. Under normal circumstances the Market Neutral Fund invests at least 80% of its assets (defined as net assets plus borrowings for investment purposes) in securities of large cap companies as defined by the S&P 500® Index. It may also invest up to 20% in issuers of any size.

 

Semi-Annual Report | December 31, 20189

Cognios Market Neutral Large Cap Fund

Portfolio Update (continued)December 31, 2018 (Unaudited)

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

Basic Materials

(2.03)%

Communications

2.67%

Consumer, Cyclical

27.15%

Consumer, Non-Cyclical

15.07%

Energy

(6.15)%

Financials

(1.90)%

Industrials

2.94%

Technology

(1.94)%

Utilities

(0.09)%

Cash, Cash Equivalents, & Other Net Assets

64.28%

TOTAL

100.00%

Top Ten Portfolio Holdings (% of Net Assets)*

Dollar Tree, Inc.

1.62%

Kimberly-Clark Corp.

1.55%

CME Group, Inc.

1.54%

Yum! Brands, Inc.

1.53%

SCANA Corp.

1.53%

Hershey Co.

1.51%

Church & Dwight Co., Inc.

1.50%

Everest Re Group Ltd.

1.50%

Procter & Gamble Co.

1.50%

Omnicom Group, Inc.

1.48%

*The percentages in the above tables are based on the portfolio holdings of the Market Neutral Fund as of December 31, 2018 and are subject to change. For a detailed break-out of holdings by industry, please refer to the Schedules of Investments and Schedule of Securities Sold Short.

 

10www.cogniosfunds.com

Cognios Funds

Disclosure of Fund ExpensesDecember 31, 2018 (Unaudited)

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

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

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

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

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

Expenses and Value of a $1,000 Investment for the Period from 07/01/18 through 12/31/18

Beginning
Account
Value
(07/01/2018)

Annualized
Expense
Ratio for
the Period

Ending
Account
Value
(12/31/2018)

Expenses
Paid
During
Period

Value Fund:

Actual Fund Return (in parentheses)

Investor Class Shares (-6.60%)

$1,000.00

1.63%

$ 934.00

$ 7.95(a)

Institutional Class Shares (-6.54%)

$1,000.00

1.38%

$ 934.60

$ 6.73(a)

Growth Fund:

Actual Fund Return (in parentheses)

Investor Class Shares (-8.52%)

$1,000.00

1.15%

$ 914.80

$ 5.55(a)

Institutional Class Shares (-8.43%)

$1,000.00

0.90%

$ 915.70

$ 4.35(a)

 

Semi-Annual Report | December 31, 201811

Cognios Funds

Disclosure of Fund Expenses (continued)December 31, 2018 (Unaudited)

Beginning
Account
Value
(07/01/2018)

Annualized
Expense
Ratio for
the Period

Ending
Account
Value
(12/31/2018)

Expenses
Paid
During
Period

Market Neutral Fund:

Actual Fund Return (in parentheses)

Investor Class Shares (+0.19%)

$1,000.00

3.99%

$1,001.90

$20.13(a)

Institutional Class Shares (+0.29%)

$1,000.00

3.74%

$1,002.90

$18.88(a)

(a)Expenses are equal to the Funds’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 to reflect the one-half year period.

Expenses and Value of a $1,000 Investment for the Period from 07/01/18 through 12/31/18

Beginning
Account
Value
(07/01/2018)

Annualized
Expense
Ratio for
the Period

Ending
Account
Value
(12/31/2018)

Expenses
Paid
During
Period

Value Fund:

Hypothetical 5% Fund Return

Investor Class Shares

$1,000.00

1.63%

$1,017.00

$ 8.29(b)

Institutional Class Shares

$1,000.00

1.38%

$1,018.20

$ 7.02(b)

Growth Fund:

Hypothetical 5% Fund Return

Investor Class Shares

$1,000.00

1.15%

$1,019.40

$ 5.85(b)

Institutional Class Shares

$1,000.00

0.90%

$1,020.70

$ 4.58(b)

Market Neutral Fund:

Hypothetical 5% Fund Return

Investor Class Shares

$1,000.00

3.99%

$1,005.10

$20.17(b)

Institutional Class Shares

$1,000.00

3.74%

$1,006.40

$18.91(b)

(b)Expenses are equal to the Funds’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 to reflect the one-half year period.

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

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

12www.cogniosfunds.com

Cognios Cognios Large Cap Value Fund

Schedules of InvestmentsDecember 31, 2018 (Unaudited)

Shares

Fair Value

COMMON STOCK - 136.23%

Communications - 2.38%

AT&T, Inc. (b)

11,643

$

332,291

Facebook, Inc. - Class A (a) (b)

411

 

53,878

 

386,169

Consumer, Cyclical - 24.28%

Alaska Air Group, Inc. (b)

1,913

116,406

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

977

421,859

Darden Restaurants, Inc. (b)

4,326

431,994

Dollar Tree, Inc. (a) (b)

795

71,804

Gap, Inc. (b)

2,421

62,365

Hanesbrands, Inc. (b)

3,846

48,190

L Brands, Inc. (b)

3,819

98,034

Macy’s, Inc. (b)

2,042

60,811

McDonald’s Corp. (b)

737

130,869

Michael Kors Holdings Ltd. (a) (b)

6,745

255,770

NIKE, Inc. - Class B (b)

2,921

216,563

Nordstrom, Inc. (b)

2,121

98,860

Ralph Lauren Corp. (b)

2,150

222,439

Starbucks Corp. (b)

2,175

140,070

Tapestry, Inc. (b)

8,817

297,574

Target Corp. (b)

4,412

291,589

TJX Cos., Inc. (b)

2,280

102,007

Ulta Beauty, Inc. (a) (b)

1,359

332,738

United Continental Holdings, Inc. (a) (b)

749

62,714

Walmart, Inc. (b)

4,424

412,096

Yum! Brands, Inc. (b)

678

 

62,322

 

3,937,074

Consumer, Non-cyclical - 48.69%

Altria Group, Inc. (b)

2,014

99,471

Campbell Soup Co. (b)

9,341

308,160

Church & Dwight Co., Inc. (b)

7,945

522,463

Cigna Corp. (b)

2,110

400,731

Clorox Co. (b)

2,976

458,721

Colgate-Palmolive Co. (b)

1,042

62,020

Conagra Brands, Inc. (b)

11,260

240,514

Constellation Brands, Inc. - Class A (b)

1,838

295,587

Cooper Cos., Inc. (b)

1,086

276,387

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

Semi-Annual Report | December 31, 201813

Cognios Cognios Large Cap Value Fund

Schedules of Investments (continued)December 31, 2018 (Unaudited)

Shares

Fair Value

Consumer, Non-cyclical - (continued)

Edwards Lifesciences Corp. (a) (b)

2,708

$

414,784

Estee Lauder Cos., Inc. (b)

892

116,049

General Mills, Inc. (b)

2,078

80,917

H&R Block, Inc. (b)

15,640

396,787

HCA Healthcare, Inc. (b)

4,297

534,762

Hershey Co. (b)

2,937

314,788

Hormel Foods Corp. (b)

8,931

381,175

JM Smucker Co. (b)

1,648

154,072

Johnson & Johnson (b)

471

60,783

Kellogg Co. (b)

6,155

350,897

Keurig Dr Pepper, Inc. (b)

2,142

54,921

Kimberly-Clark Corp. (b)

1,113

126,815

McCormick & Co., Inc. (b)

3,711

516,720

Molson Coors Brewing Co. - Class B (b)

1,104

62,001

PepsiCo, Inc. (b)

1,081

119,429

Procter & Gamble Co. (b)

2,600

238,992

Quest Diagnostics, Inc. (b)

1,994

166,040

Sysco Corp. (b)

6,526

408,919

Tyson Foods, Inc. - Class A (b)

5,789

309,133

UnitedHealth Group, Inc. (b)

768

191,324

Varian Medical Systems, Inc. (a) (b)

1,037

117,502

Verisk Analytics, Inc. (a) (b)

1,041

 

113,511

 

7,894,375

Energy - 0.83%

Kinder Morgan, Inc. (b)

8,710

 

133,960

 

Financials - 10.59%

Assurant, Inc. (b)

1,465

131,030

Cboe Global Markets, Inc. (b)

1,939

189,692

CME Group, Inc. (b)

1,220

229,506

Everest Re Group Ltd. (b)

1,427

310,744

Intercontinental Exchange, Inc. (b)

1,596

120,227

Loews Corp. (b)

2,471

112,480

Nasdaq, Inc. (b)

1,388

113,219

Progressive Corp. (b)

1,834

110,645

Public Storage (b)

1,974

 

399,557

 

1,717,100

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

14www.cogniosfunds.com

Shares

Fair Value

Cognios Cognios Large Cap Value Fund

Schedules of Investments (continued)December 31, 2018 (Unaudited)

Industrials - 13.87%

CH Robinson Worldwide, Inc. (b)

2,697

$

226,791

Expeditors International of Washington, Inc. (b)

1,692

115,208

FLIR Systems, Inc. (b)

5,441

236,901

Fortive Corp. (b)

1,527

103,317

Lockheed Martin Corp. (b)

774

202,664

Northrop Grumman Corp. (b)

207

50,694

Raytheon Co. (b)

1,631

250,114

Republic Services, Inc. (b)

6,047

435,928

Stericycle, Inc. (a) (b)

6,251

229,349

TransDigm Group, Inc. (a) (b)

704

239,402

United Technologies Corp. (b)

330

35,140

Waste Management, Inc. (b)

1,385

 

123,251

 

2,248,759

Technology - 1.32%

Akamai Technologies, Inc. (a) (b)

1,680

102,614

Electronic Arts, Inc. (a) (b)

1,402

 

110,632

 

213,246

Utilities - 34.27%

Alliant Energy Corp. (b)

2,239

94,598

Ameren Corp. (b)

5,802

378,464

American Electric Power Co., Inc. (b)

5,745

429,381

American Water Works Co., Inc. (b)

1,058

96,035

CMS Energy Corp. (b)

8,676

430,763

Consolidated Edison, Inc. (b)

4,230

323,426

DTE Energy Co. (b)

1,424

157,067

Edison International (b)

3,666

208,119

Entergy Corp. (b)

1,900

163,533

Evergy, Inc. (b)

974

55,294

Eversource Energy (b)

4,654

302,696

Exelon Corp. (b)

5,057

228,071

FirstEnergy Corp. (b)

8,846

332,167

PG&E Corp. (a) (b)

8,573

203,609

PPL Corp. (b)

9,967

282,365

Public Service Enterprise Group, Inc. (b)

6,813

354,617

SCANA Corp. (b)

9,662

461,650

Sempra Energy (b)

2,200

238,018

Southern Co. (b)

4,569

200,670

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

Semi-Annual Report | December 31, 201815

Cognios Cognios Large Cap Value Fund

Schedules of Investments (continued)December 31, 2018 (Unaudited)

Shares

Fair Value

Utilities - (continued)

WEC Energy Group, Inc. (b)

5,288

$

366,247

Xcel Energy, Inc. (b)

5,083

 

250,439

 

5,557,229

 

TOTAL COMMON STOCK (Cost $22,902,842)

 

22,087,912

 

TOTAL INVESTMENTS (Cost $22,902,842) - 136.23%

$

22,087,912

LIABILITIES IN EXCESS OF OTHER ASSETS, NET - (36.23%)

 

(5,874,075)

NET ASSETS - 100%

$

16,213,837

 

Percentages are stated as a percent of net assets.

 

(a)Non-income producing security

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

 

The following abbreviations are used in this portfolio:

Ltd. - Limited

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

16www.cogniosfunds.com

Cognios Large Cap Growth Fund

Schedules of InvestmentsDecember 31, 2018 (Unaudited)

Shares

Fair Value

COMMON STOCK - 96.95%

Communications - 11.44%

Alphabet, Inc. - Class A (a)

817

$

853,732

Amazon.com, Inc. (a)

1,444

2,168,845

Twitter, Inc. (a)

33,446

 

961,238

 

3,983,815

Consumer, Cyclical - 3.29%

NIKE, Inc. - Class B

15,468

 

1,146,798

Consumer, Non-cyclical - 22.97%

AbbVie, Inc.

9,099

838,837

Anthem, Inc.

3,061

803,910

Clorox Co.

5,703

879,060

Coca-Cola Co.

18,189

861,249

HCA Healthcare, Inc.

5,560

691,942

Intuitive Surgical, Inc. (a)

2,264

1,084,275

Pfizer, Inc.

22,517

982,867

Square, Inc. - Class A (a)

22,431

1,258,155

UnitedHealth Group, Inc.

2,413

 

601,127

 

8,001,422

Financials - 3.69%

Progressive Corp.

21,310

 

1,285,632

Industrials - 8.52%

Boeing Co.

1,875

604,688

Caterpillar, Inc.

4,924

625,693

Keysight Technologies, Inc. (a)

14,955

928,406

Republic Services, Inc.

11,213

 

808,345

 

2,967,132

Technology - 38.93%

Adobe, Inc. (a)

8,220

1,859,693

Advanced Micro Devices, Inc. (a)

45,537

840,613

Apple, Inc.

17,053

2,689,940

Fortinet, Inc. (a)

7,361

518,435

Intuit, Inc.

4,159

818,699

Microchip Technology, Inc.

10,829

778,822

Microsoft Corp.

22,025

2,237,079

salesforce.com, Inc. (a)

13,832

1,894,569

Take-Two Interactive Software, Inc.

9,646

992,959

VMware, Inc. - Class A

6,754

 

926,176

 

13,556,985

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

Semi-Annual Report | December 31, 201817

Shares

Fair Value

Cognios Large Cap Growth Fund

Schedules of Investments (continued)December 31, 2018 (Unaudited)

Utilities - 8.11%

Dominion Energy, Inc. (a)

18,261

$

1,304,931

FirstEnergy Corp.

20,292

761,965

Korea Electric Power Corp. - ADR

51,441

 

758,755

 

2,825,651

 

TOTAL COMMON STOCK (Cost $33,732,584)

33,767,435

 

TOTAL INVESTMENTS (Cost $33,732,584) - 96.95%

$

33,767,435

OTHER ASSETS IN EXCESS OF LIABILITIES, NET - 3.05%

(1,062,402)

NET ASSETS - 100%

$

34,829,837

 

Percentages are stated as a percent of net assets.

 

(a)Non-income producing security

 

The following abbreviations are used in this portfolio:

ADR - American Depositary Receipt

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

18www.cogniosfunds.com

Cognios Market Neutral Large Cap Fund


Schedules of InvestmentsDecember 31, 2018 (Unaudited)

Shares

Fair Value

COMMON STOCK - 105.39%

Communications - 5.78%

AT&T, Inc. (b)

44,840

$

1,279,734

Facebook, Inc. - Class A (a) (b)

9,936

1,302,510

Omnicom Group, Inc. (b)

18,464

1,352,303

Verizon Communications, Inc. (b)

23,755

 

1,335,506

 

5,270,053

Consumer, Cyclical - 30.57%

Alaska Air Group, Inc. (b)

19,820

1,206,047

Darden Restaurants, Inc. (b)

12,860

1,284,200

Dollar Tree, Inc. (a) (b)

16,388

1,480,164

Ford Motor Co. (b)

149,075

1,140,424

Gap, Inc. (b)

51,604

1,329,319

Hanesbrands, Inc. (b)

87,254

1,093,293

L Brands, Inc. (b)

41,813

1,073,340

Macy’s, Inc. (b)

42,408

1,262,910

McDonald’s Corp. (b)

7,515

1,334,439

Michael Kors Holdings Ltd. (a) (b)

32,536

1,233,765

NIKE, Inc. - Class B (b)

18,080

1,340,451

Nordstrom, Inc. (b)

27,088

1,262,572

Ralph Lauren Corp. (b)

12,555

1,298,940

Starbucks Corp. (b)

20,831

1,341,516

Tapestry, Inc. (b)

36,077

1,217,599

Target Corp. (b)

20,057

1,325,567

TJX Cos., Inc. (b)

29,455

1,317,817

Ulta Beauty, Inc. (a) (b)

4,797

1,174,498

United Continental Holdings, Inc. (a) (b)

15,083

1,262,900

Walgreens Boots Alliance, Inc. (b)

16,633

1,136,533

Walmart, Inc. (b)

14,396

1,340,987

Yum! Brands, Inc. (b)

15,206

 

1,397,736

 

27,855,017

Consumer, Non-cyclical - 35.90%

Altria Group, Inc. (b)

25,149

1,242,109

Campbell Soup Co. (b)

35,702

1,177,809

Church & Dwight Co., Inc. (b)

20,843

1,370,636

Clorox Co. (b)

8,473

1,306,028

Colgate-Palmolive Co. (b)

21,944

1,306,107

Conagra Brands, Inc. (b)

43,361

926,191

Constellation Brands, Inc. - Class A (b)

7,173

1,153,562

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

Semi-Annual Report | December 31, 201819

Cognios Market Neutral Large Cap Fund


Schedules of Investments (continued)December 31, 2018 (Unaudited)

Shares

Fair Value

Consumer, Non-cyclical - (continued)

Estee Lauder Cos., Inc. (b)

9,489

$

1,234,519

General Mills, Inc. (b)

34,276

1,334,707

H&R Block, Inc. (b)

51,118

1,296,864

HCA Healthcare, Inc. (b)

9,654

1,201,440

Hershey Co. (b)

12,830

1,375,119

Hormel Foods Corp. (b)

30,956

1,321,202

Johnson & Johnson (b)

9,492

1,224,943

Kellogg Co. (b)

22,228

1,267,218

Kimberly-Clark Corp. (b)

12,378

1,410,349

McCormick & Co., Inc. (b)

9,141

1,272,793

Molson Coors Brewing Co. - Class B (b)

21,323

1,197,500

PepsiCo, Inc. (b)

11,691

1,291,622

Philip Morris International, Inc. (b)

15,934

1,063,754

Procter & Gamble Co. (b)

14,900

1,369,608

Sysco Corp. (b)

21,102

1,322,251

Tyson Foods, Inc. - Class A (b)

24,062

1,284,911

UnitedHealth Group, Inc. (b)

4,961

1,235,884

Varian Medical Systems, Inc. (a) (b)

11,290

1,279,270

Verisk Analytics, Inc. (a) (b)

11,359

 

1,238,585

 

32,704,981

Financials - 14.52%

Assurant, Inc. (b)

14,566

1,302,783

Cboe Global Markets, Inc. (b)

13,407

1,311,607

Cincinnati Financial Corp. (b)

17,073

1,321,792

CME Group, Inc. (b)

7,469

1,405,068

Everest Re Group Ltd. (b)

6,294

1,370,581

Intercontinental Exchange, Inc. (b)

17,542

1,321,439

Loews Corp. (b)

29,356

1,336,285

Nasdaq, Inc. (b)

15,251

1,244,024

Progressive Corp. (b)

21,404

1,291,303

Public Storage (b)

6,535

 

1,322,749

 

13,227,631

Industrials - 7.15%

Ball Corp. (b)

28,459

1,308,545

CH Robinson Worldwide, Inc. (b)

15,626

1,313,990

Expeditors International of Washington, Inc. (b)

18,542

1,262,525

Republic Services, Inc. (b)

18,119

1,306,199

Waste Management, Inc. (b)

14,853

 

1,321,768

 

6,513,027

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

20www.cogniosfunds.com

Shares

Fair Value

Cognios Market Neutral Large Cap Fund


Schedules of Investments (continued)December 31, 2018 (Unaudited)

 

 

Technology - 1.36%

Akamai Technologies, Inc. (a) (b)

20,221

$

1,235,099

Utilities - 10.11%

American Electric Power Co., Inc. (b)

17,838

1,333,212

CMS Energy Corp. (b)

26,522

1,316,817

DTE Energy Co. (b)

11,697

1,290,179

Exelon Corp. (b)

29,918

1,349,302

PG&E Corp. (a) (b)

52,528

1,247,540

PPL Corp. (b)

45,079

1,277,088

SCANA Corp. (b)

29,253

 

1,397,708

 

9,211,846

 

TOTAL COMMON STOCK (Cost $101,622,464)

96,017,654

 

SHORT-TERM INVESTMENTS - 9.49%

BlackRock Liquidity Funds T-Fund Portfolio, 2.07% (c)

8,642,826

 

8,642,826

 

TOTAL SHORT-TERM INVESTMENTS (Cost $8,642,826)

 

8,642,826

 

TOTAL INVESTMENTS (Cost $110,265,290) - 114.88%

$

104,660,480

SECURITIES SOLD SHORT (Proceeds $68,159,701) - (69.67%)

(63,475,445)

OTHER ASSETS IN EXCESS OF LIABILITES, NET - 54.79%

 

49,922,755

NET ASSETS - 100%

$

91,107,790

 

Percentages are stated as a percent of net assets.

 

(a)Non-income producing security

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

(c)Rate shown represents the 7-day effective yield at December 31, 2018, is subject to change and resets daily.

 

The following abbreviations are used in this portfolio:

Ltd. - Limited

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

Semi-Annual Report | December 31, 201821

Shares

Fair Value

Cognios Market Neutral Large Cap Fund


Schedule of Securities Sold ShortDecember 31, 2018 (Unaudited)

COMMON STOCK - 69.67%

Basic Materials - 2.03%

Air Products & Chemicals, Inc.

2,837

$

454,062

CF Industries Holdings, Inc.

10,825

470,996

International Flavors & Fragrances, Inc.

3,284

440,943

Newmont Mining Corp.

13,975

 

484,234

 

1,850,235

Communications - 3.11%

CenturyLink, Inc.

25,124

380,629

Charter Communications, Inc. - Class A

1,421

404,942

Interpublic Group of Cos., Inc.

19,746

407,360

Motorola Solutions, Inc.

3,541

407,357

Netflix, Inc.

1,609

430,665

Symantec Corp.

20,963

396,096

Twitter, Inc.

14,042

 

403,567

 

2,830,616

Consumer, Cyclical - 3.42%

Advance Auto Parts, Inc.

2,607

410,498

Chipotle Mexican Grill, Inc.

986

425,745

Fastenal Co.

7,992

417,902

Mattel, Inc.

34,425

343,906

Newell Brands, Inc.

19,647

365,238

PVH Corp.

4,271

396,989

Under Armour, Inc. - Class A

19,905

351,721

VF Corp.

5,713

 

407,565

 

3,119,564

Consumer, Non-cyclical - 20.83%

ABIOMED, Inc.

1,407

457,331

Alexion Pharmaceuticals, Inc.

3,644

354,780

AmerisourceBergen Corp.

5,240

389,856

Anthem, Inc.

1,574

413,380

Archer-Daniels-Midland Co.

10,055

411,953

Automatic Data Processing, Inc.

3,195

418,928

Baxter International, Inc.

6,852

450,999

Boston Scientific Corp.

12,328

435,672

Brown-Forman Corp. - Class B

9,746

463,715

Cardinal Health, Inc.

8,411

375,131

Cigna Corp.

2,105

399,782

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

22www.cogniosfunds.com

Shares

Fair Value

Consumer, Non-cyclical - (continued)

Cognios Market Neutral Large Cap Fund


Schedule of Securities Sold Short (continued)December 31, 2018 (Unaudited)

Cintas Corp.

2,515

$

422,495

Coca-Cola Co.

9,304

440,544

Cooper Cos., Inc.

1,674

426,033

Coty, Inc. - Class A

56,916

373,369

Danaher Corp.

4,349

448,469

DENTSPLY SIRONA, Inc.

12,639

470,297

Ecolab, Inc.

2,937

432,767

Edwards Lifesciences Corp.

2,908

445,418

Eli Lilly & Co.

3,963

458,598

Global Payments, Inc.

4,254

438,715

Henry Schein, Inc.

5,153

404,614

Hologic, Inc.

10,510

431,961

Humana, Inc.

1,413

404,796

IDEXX Laboratories, Inc.

2,339

435,101

IHS Markit Ltd.

8,689

416,811

Illumina, Inc.

1,321

396,208

Incyte Corp.

6,973

443,413

Intuitive Surgical, Inc.

876

419,534

IQVIA Holdings, Inc.

3,727

432,966

JM Smucker Co.

4,517

422,294

Kraft Heinz Co.

9,177

394,978

Kroger Co.

16,043

441,183

Medtronic PLC

4,762

433,152

Merck & Co., Inc.

5,877

449,062

Mondelez International, Inc. - Class A

10,382

415,591

Perrigo Co. PLC

7,399

286,711

Pfizer, Inc.

10,144

442,786

Quanta Services, Inc.

13,631

410,293

ResMed, Inc.

4,154

473,016

Rollins, Inc.

10,959

395,620

Stryker Corp.

2,691

421,814

Thermo Fisher Scientific, Inc.

1,867

417,816

WellCare Health Plans, Inc.

1,844

435,350

Zimmer Biomet Holdings, Inc.

4,093

 

424,526

 

18,977,828

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

Semi-Annual Report | December 31, 201823

Cognios Market Neutral Large Cap Fund


Schedule of Securities Sold Short (continued)December 31, 2018 (Unaudited)

Shares

Fair Value

Energy - 6.15%

Cabot Oil & Gas Corp.

18,753

$

419,130

Chevron Corp.

3,911

425,478

Concho Resources, Inc.

3,570

366,960

ConocoPhillips

6,848

426,973

Exxon Mobil Corp.

5,760

392,774

Halliburton Co.

14,547

386,659

Kinder Morgan, Inc.

27,638

425,072

National Oilwell Varco, Inc.

14,524

373,267

Noble Energy, Inc.

18,942

355,352

Occidental Petroleum Corp.

6,603

405,292

ONEOK, Inc.

7,504

404,841

Pioneer Natural Resources Co.

3,123

410,737

Schlumberger Ltd.

10,375

374,330

Valero Energy Corp.

5,810

 

435,576

 

5,602,441

Financials - 16.42%

Alexandria Real Estate Equities, Inc.

3,737

430,652

American Express Co.

4,226

402,822

American Tower Corp.

2,856

451,791

Aon PLC

2,826

410,787

Apartment Investment & Management Co.

10,006

439,063

AvalonBay Communities, Inc.

2,469

429,729

Boston Properties, Inc.

3,564

401,128

Crown Castle International Corp.

4,082

443,428

Digital Realty Trust, Inc.

4,064

433,019

Duke Realty Corp.

16,361

423,750

E*TRADE Financial Corp.

9,282

407,294

Equinix, Inc.

1,199

422,719

Equity Residential

6,550

432,366

Essex Property Trust, Inc.

1,783

437,209

Extra Space Storage, Inc.

4,812

435,390

Federal Realty Investment Trust

3,515

414,911

Hartford Financial Services Group, Inc.

10,710

476,060

HCP, Inc.

15,896

443,975

Iron Mountain, Inc.

13,690

443,693

Kimco Realty Corp.

28,476

417,173

M&T Bank Corp.

2,870

410,783

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

24www.cogniosfunds.com

Shares

Fair Value

Financials - (continued)

Cognios Market Neutral Large Cap Fund


Schedule of Securities Sold Short (continued)December 31, 2018 (Unaudited)

Macerich Co.

9,341

$

404,278

Mid-America Apartment Communities, Inc.

4,580

438,306

Northern Trust Corp.

4,847

405,161

Prologis, Inc.

6,871

403,465

Realty, Inc.ome Corp.

7,232

455,905

Regency Centers Corp.

7,340

430,711

SBA Communications Corp.

2,746

444,550

Simon Property Group, Inc.

2,496

419,303

SL Green Realty Corp.

4,908

388,125

UDR, Inc.

11,088

439,307

Ventas, Inc.

7,346

430,402

Vornado Realty Trust

6,544

405,924

Welltower, Inc.

6,391

443,599

Willis Towers Watson PLC

2,920

 

443,431

 

14,960,209

Industrials - 4.21%

Deere & Co.

2,975

443,781

General Electric Co.

61,784

467,705

Kansas City Southern

4,621

441,074

Lockheed Martin Corp.

1,604

419,991

Martin Marietta Materials, Inc.

2,478

425,894

PerkinElmer, Inc.

5,282

414,901

Stericycle, Inc.

9,914

363,745

United Technologies Corp.

3,825

407,286

Vulcan Materials Co.

4,530

 

447,564

 

3,831,941

Technology - 3.30%

Adobe, Inc.

1,858

420,354

Fidelity National Information Services, Inc.

4,314

442,401

MSCI, Inc.

2,937

433,002

Qorvo, Inc.

7,222

438,592

Red Hat, Inc.

2,639

463,514

Take-Two Interactive Software, Inc.

4,541

467,451

Xerox Corp.

17,345

 

342,737

 

3,008,051

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

Semi-Annual Report | December 31, 201825

Cognios Market Neutral Large Cap Fund


Schedule of Securities Sold Short (continued)December 31, 2018 (Unaudited)

Shares

Fair Value

Utilities - 10.20%

Alliant Energy Corp.

10,114

$

427,317

Ameren Corp.

6,644

433,388

American Water Works Co., Inc.

4,846

439,871

CenterPoint Energy, Inc.

16,493

465,597

Consolidated Edison, Inc.

5,714

436,892

Dominion Energy, Inc.

6,172

441,051

Duke Energy Corp.

5,202

448,933

Edison International

8,096

459,610

Entergy Corp.

5,276

454,105

Evergy, Inc.

7,751

440,024

Eversource Energy

6,750

439,020

FirstEnergy Corp.

12,074

453,379

NextEra Energy, Inc.

2,559

444,805

NiSource, Inc.

17,144

434,600

NRG Energy, Inc.

11,713

463,835

Pinnacle West Capital Corp.

5,166

440,143

Public Service Enterprise Group, Inc.

8,354

434,826

Sempra Energy

3,972

429,731

Southern Co.

9,846

432,436

WEC Energy Group, Inc.

6,367

440,978

Xcel Energy, Inc.

8,809

 

434,019

 

9,294,560

 

TOTAL COMMON STOCK (Proceeds $68,159,701)

63,475,445

 

TOTAL SECURITIES SOLD SHORT (Proceeds $68,159,701)

$

63,475,445

 

Percentages are stated as a percent of net assets.

 

(a)Non-income producing security

 

The following abbreviations are used in this portfolio:

Ltd. - Limited

PLC - Public Limited Company

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

26www.cogniosfunds.com

Cognios Funds

Statements of Assets and LiabilitiesDecember 31, 2018 (Unaudited)

Cognios
Large Cap
Value Fund

Cognios
Large Cap
Growth Fund

Cognios
Market Neutral
Large Cap Fund

Assets:

Total Investments, at cost

$22,902,842

$33,732,584

$110,265,290

Investments, at value

$22,087,912

$33,767,435

$104,660,480

Cash and cash equivalents

3,337,648

1,135,702

Segregated cash with broker

344,700

Deposits at broker for securities sold short

49,047,605

Due from adviser

3,148

Receivables:

Interest

22,205

421

290,713

Dividends

36,532

7,608

517,660

Fund shares sold

389,176

Prepaid expenses

5,399

18,509

9,221

Total assets

25,492,844

34,929,675

155,259,555

 

Liabilities:

Securities sold short, at proceeds

68,159,701

Securities sold short, at value

63,475,445

Payables:

Dividends on securities sold short

459,262

Due to broker

9,189,626

Fund shares redeemed

64,893

67,763

121,506

Due to adviser

14,068

65,887

Accrued distribution (12b-1) fees

74

1,858

4,314

Due to administrator

18,474

9,908

18,538

Accrued expenses

5,940

6,240

6,813

Total liabilities

9,279,007

99,837

64,151,765

Net Assets

$16,213,837

$34,829,838

$91,107,790

 

Sources of Net Assets:

Paid-in capital

$16,778,383

$36,088,754

$95,391,579

Total distributable earnings

(564,546)

(1,258,917)

(4,283,789)

Total Net Assets (Unlimited shares of beneficial interest authorized)

$16,213,837

$34,829,837

$91,107,790

 

Investor Class Shares:

Net assets

$210,645

$8,500,548

$19,768,927

Shares Outstanding (Unlimited shares of beneficial interest authorized)

26,973

757,497

1,913,891

Net Asset Value, Offering and Redemption Price Per Share

$7.81

$11.22

$10.33

 

Institutional Class Shares:

Net assets

$16,003,192

$26,329,289

$71,338,863

Shares Outstanding (Unlimited shares of beneficial interest authorized)

2,042,689

2,340,372

6,800,670

Net Asset Value, Offering and Redemption Price Per Share

$7.83

$11.25

$10.49

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

Semi-Annual Report | December 31, 201827

Cognios Funds

Statements of OperationsDecember 31, 2018 (Unaudited)

Cognios
Large Cap
Value Fund

Cognios
Large Cap
Growth Fund

Cognios
Market Neutral
Large Cap Fund

For the
Six Month
Period Ended
December 31, 2018

For the
Six Month
Period Ended
December 31, 2018

For the
Six Month
Period Ended
December 31, 2018

(Unaudited)

(Unaudited)

(Unaudited)

Investment income:

Dividends

$378,133

$185,258

$976,863

Interest

23,510

4,560

415,679

Total investment income

401,643

189,818

1,392,542

 

Expenses:

Advisory fees (Note 5)

67,322

138,517

523,033

Distribution (12b-1) fees - Investor Class

149

12,045

25,397

Accounting and transfer agent fees and expenses

44,083

59,258

85,883

Dividend expense on securities sold short

856,750

Interest expense

54,626

Legal fees

11,500

8,368

16,696

Compliance officer fees

9,075

9,075

9,075

Audit fees

6,924

6,702

7,814

Trustee fees and expenses

9,075

9,075

9,075

Pricing fees

7,488

2,570

14,931

Registration and filing fees

656

1,632

17,059

Custodian fees

4,537

4,537

7,743

Miscellaneous

6,086

6,193

19,017

Insurance

1,237

196

986

Reports to shareholders

460

460

460

Total expenses

223,218

258,628

1,593,919

Less: fees waived and expenses reimbursed by Adviser

(80,344)

(53,491)

(163,602)

Less: fees waived by administrator

(15,000)

(7,500)

Net expenses

142,874

190,137

1,422,817

 

Net investment income (loss)

258,769

(319)

(30,275)

 

Realized and unrealized gain (loss):

Net realized gain (loss) on:

Investments

906,784

445,821

2,397,203

In-kind redemptions

278,043

Securities sold short

(326,169)

Net realized gain on investments and securities sold short

1,184,827

445,821

2,071,034

 

Net change in unrealized appreciation (depreciation) on:

Investments

(2,509,350)

(3,520,627)

(9,059,286)

Securities sold short

6,405,573

Net change in unrealized depreciation on:

(2,509,350)

(3,520,627)

(2,653,713)

 

Net realized and unrealized loss on investments and securities sold short

(1,324,523)

(3,074,806)

(582,679)

 

Net decrease in net assets resulting from operations

$(1,065,754)

$(3,075,125)

$(612,954)

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

28www.cogniosfunds.com

Cognios Funds

Statement of Cash FlowsFor the Six Month Period Ended December 31, 2018

Cognios
Market Neutral
Large Cap Fund

Increase (decrease) in cash:

Cash flows from operating activities:

Net increase in net assets from operations

$(612,954)

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

Purchase of investment securities

(93,664,071)

Proceeds from disposition of investment securities

66,375,273

Purchases of short-term investment securities, net

(6,374,714)

Decrease in segregated cash with brokers

(155,949)

Decrease in deposits with brokers for securities sold short

(18,239,680)

Decrease in interest receivable

(284,845)

Decrease in dividends receivable

(417,081)

Decrease in prepaid expenses

11,152

Proceeds from securities sold short

56,913,551

Payments to cover securities sold short

(32,108,761)

Decrease in payable for dividends on securities sold short

393,203

Increase in accrued expenses

13,382

Net unrealized depreciation on investment securities and securities sold short

2,653,713

Net realized loss on investment securities

(2,071,034)

Net cash provided from operating activities

(27,568,815)

 

Cash flows from financing activities:

Proceeds from Fund shares sold

37,786,491

Payment on Fund shares redeemed

(10,217,676)

Net cash used in financing activities

27,568,815

 

Net increase in cash

$

 

Cash:

Beginning of year

$

End of year

 

Supplemental disclosure of cash flow information:

Noncash financing activities not included herein consist of an increase in receivable for fund shares sold of $139,336 and an increase in payable for Fund shares redeemed of $121,482.

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

Semi-Annual Report | December 31, 201829

Cognios Funds

Statements of Changes in Net AssetsDecember 31, 2018 (Unaudited)

Cognios Large Cap Value Fund

For the
Six Month
Period Ended
December 31, 2018

For the
Period Ended
June 30, 2018

(Unaudited)

Increase (decrease) in net assets from:

Operations:

Net investment income

$258,769

$339,398

Net realized gain on investments

1,184,827

3,694,608

Net change in unrealized depreciation on investments

(2,509,350

)

(56,729

)

Net increase (decrease) in net assets resulting from operations 

(1,065,754

)

3,977,277

 

 

Distributions to shareholders from:

Total distributable earnings - Investor Class

(70,793

)

(2,874

)(a)

Total distributable earnings - Institutional Class

(3,532,652

)

(4,041,258

)(b)

Total distributions

(3,603,445

)

(4,044,132

)

 

Capital share transactions (Note 3):

Decrease in net assets from capital share transactions

(4,155,870

)

(15,420,158

)

 

Decrease in net assets

(8,825,069

)

(15,487,013

)

 

Net Assets:

Beginning of period (Note 1)

25,038,906

 

40,525,919

 

 

End of period

$16,213,837

 

$25,038,906

(c)

(a)Includes net investment income distributions of $256 and net realized capital gains distributions of $2,618.

(b)Includes net investment income distributions of $393,869 and net realized capital gains distributions of $3,647,389.

(c)Includes undistributed net investment income of $153,291.

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

30www.cogniosfunds.com

Cognios Funds

Statements of Changes in Net AssetsDecember 31, 2018 (Unaudited)

Cognios Large Cap Growth Fund

For the
Six Month
Period Ended
December 31, 2018

For the
Period Ended
June 30, 2018

(Unaudited)

Increase (decrease) in net assets from:

Operations:

Net investment income (loss)

$(319

)

$49,257

Net realized gain on investments

445,821

 

311,366

 

Net change in unrealized appreciation (depreciation) on investments

(3,520,627

)

3,382,689

 

Net increase (decrease) in net assets resulting from operations 

(3,075,125

)

3,743,312

 

Distributions to shareholders from:

Total distributable earnings - Investor Class

(476,672

)

(9,839

)(a)

Total distributable earnings - Institutional Class

(1,514,121

)

(483,871

)(b)

Total distributions

(1,990,793

)

(493,710

)

 

Capital share transactions (Note 3):

Increase in net assets from capital share transactions

3,432,621

 

28,255,598

 

 

Increase (decrease) in net assets

(1,633,297

)

31,505,200

 

 

Net Assets:

Beginning of period (Note 1)

36,463,134

 

4,957,934

 

 

End of period

$34,829,837

 

$36,463,134

(c)

(a)Includes net investment income distributions of $339 and net realized capital gains distributions of $9,500.

(b)Includes net investment income distributions of $20,271 and net realized capital gains distributions of $463,600. 

(c)Includes undistributed net investment income of $40,287.

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

Semi-Annual Report | December 31, 201831

Cognios Funds

Statements of Changes in Net AssetsDecember 31, 2018 (Unaudited)

Cognios Market Neutral Large Cap Fund

For the
Six Month
Period Ended
December 31, 2018

For the
Period Ended
June 30, 2018
(a)

For the
Year Ended
September 30, 2017

(Unaudited)

Increase (decrease) in net assets from:

Operations:

Net investment loss

$(30,275

)

$(373,444

)

$(1,400,289

)

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

2,071,034

4,744,946

(8,340,418

)

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

(2,653,713

)

1,972,680

 

3,394,982

 

Net increase (decrease) in net assets resulting from operations 

(612,954

)

6,344,182

 

(6,345,725

)

 

Distributions to shareholders from:

Total distributable earnings - Investor Class

(651,783

)(b)

Total distributable earnings - Institutional Class

 

 

(1,426,049

)(c)

Total distributions

 

 

(2,077,832

)

 

Capital share transactions (Note 3):

Increase (decrease) in net assets from capital share transactions

27,586,669

 

(4,063,331

)

(87,001,769

)

 

Increase (decrease) in net assets

26,973,715

 

2,280,851

 

(95,425,326

)

 

Net Assets:

Beginning of period (Note 1)

64,134,075

 

61,853,224

 

157,278,550

 

 

End of period

$91,107,790

 

$64,134,075

(d)

$61,853,224

(d)

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

(b)Represents net realized capital gains distributions.

(c)Represents net realized capital gains distributions.

(d)Includes accumulated net investment losses of $81,501 for the period ended June 30, 2018 and $675,014 for the year ended September 30, 2017.

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

32www.cogniosfunds.com

Cognios Funds

Financial HighlightsDecember 31, 2018

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

Cognios Large Cap Value Fund

Investor Class

For the
Six Month
Period Ended
December 31, 2018

For the
Year Ended
June 30, 2018

For the
Period Ended
June 30, 2017
(a)

(Unaudited)

 

Net Asset Value, Beginning of Year/Period

$10.23

$10.79

$10.00

 

Investment Operations:

Net investment income (loss)

(0.03

)

0.12

0.04

Net realized and unrealized gain (loss) on investments

(0.57

)

1.29

0.75

Total from investment operations

(0.60

)

1.41

0.79

 

Distributions:

From net investment income

(0.19

)

(0.18

)

0.00

(b)

From net realized capital gains

(1.63

)

(1.79

)

Total distributions

(1.82

)

(1.97

)

0.00

 

Net Asset Value, End of Year/Period

$7.81

$10.23

$10.79

 

Total Return(c)

(6.60)%

(d)

13.58%

7.92%

(d)

 

Ratios/Supplemental Data

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

$211

$25

$11

 

Ratio of expenses to average net assets:

Before fees waived and expenses reimbursed

2.40%

(e)

1.62%

1.52%

(e)

After fees waived and expenses reimbursed

1.63%

(e)

1.10%

1.10%

(e)

 

Ratio of net investment income:

After fees waived and expenses reimbursed

2.25%

(e)

0.85%

0.79%

(e)

 

Portfolio turnover rate

56%

(d)

84%

24%

(d)

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

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

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

(d)Not annualized.

(e)Annualized.

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

Semi-Annual Report | December 31, 201833

Cognios Funds

Financial Highlights (continued)December 31, 2018

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

Cognios Large Cap Value Fund

Institutional Class

For the
Six Month
Period Ended
December 31, 2018

For the
Year Ended
June 30, 2018

For the
Period Ended
June 30, 2017
(a)

(Unaudited)

Net Asset Value, Beginning of Year/Period

$10.25

$10.80

$10.00

 

Investment Operations:

Net investment income

0.15

0.20

0.06

Net realized and unrealized gain (loss) on investments

(0.75

)

1.23

0.75

Total from investment operations

(0.60

)

1.43

0.81

 

Distributions:

From net investment income

(0.19

)

(0.19

)

(0.01

)

From net realized capital gains

(1.63

)

(1.79

)

Total distributions

(1.82

)

(1.98

)

(0.01

)

 

Net Asset Value, End of Year/Period

$7.83

$10.25

$10.80

 

Total Return(b)

(6.54)%

(c)

13.87%

8.09%

(c)

 

Ratios/Supplemental Data

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

$16,003

$25,014

$40,514

 

Ratio of expenses to average net assets:

Before fees waived and expenses reimbursed

2.15%

(d)

1.37%

1.27%

(d)

After fees waived and expenses reimbursed

1.38%

(d)

0.85%

0.85%

(d)

 

Ratio of net investment income:

After fees waived and expenses reimbursed

2.50%

(d)

1.10%

1.04%

(d)

 

Portfolio turnover rate

56%

(c)

84%

24%

(c)

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

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

(c)Not annualized.

(d)Annualized.

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

34www.cogniosfunds.com

Cognios Funds

Financial Highlights (continued)December 31, 2018

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

Cognios Large Cap Growth Fund

Investor Class

For the
Six Month
Period Ended
December 31, 2018

For the
Year Ended
June 30, 2018

For the
Period Ended
June 30, 2017
(a)

(Unaudited)

 

Net Asset Value, Beginning of Year/Period

$12.98

$11.19

$10.00

Investment Operations:

Net investment income (loss)

(0.01

)

0.03

0.02

Net realized and unrealized gain (loss) on investments

(1.09

)

2.83

1.18

Total from investment operations

(1.10

)

2.86

1.20

 

Distributions:

From net investment income

(0.04

)

(0.01

)

From net realized capital gains

(0.66

)

(1.03

)

Total distributions

(0.66

)

(1.07

)

(0.01

)

 

Net Asset Value, End of Year/Period

$11.22

$12.98

$11.19

 

Total Return(b)

(8.52)%

(c)

26.50%

11.98%

(c)

 

Ratios/Supplemental Data

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

$8,501

$9,462

$10

 

Ratio of expenses to average net assets:

Before fees waived and expenses reimbursed

1.42%

(d)

1.76%

3.42%

(d)

After fees waived and expenses reimbursed

1.15%

(d)

1.15%

1.15%

(d)

 

Ratio of net investment income (loss):

After fees waived and expenses reimbursed

(0.19)%

(d)

0.04%

0.30%

(d)

 

Portfolio turnover rate

107%

(c)

221%

286%

(c)

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

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

(c)Not annualized.

(d)Annualized.

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

Semi-Annual Report | December 31, 201835

Cognios Funds

Financial Highlights (continued)December 31, 2018

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

Cognios Large Cap Growth Fund

Institutional Class

For the
Six Month
Period Ended
December 31, 2018

For the
Year Ended
June 30, 2018

For the
Period Ended
June 30, 2017
(a)

(Unaudited)

 

Net Asset Value, Beginning of Year/Period

$13.02

$11.20

$10.00

 

Investment Operations:

Net investment income

(e)

0.04

0.04

Net realized and unrealized gain (loss) on investments

(1.09

)

2.86

1.17

Total from investment operations

(1.09

)

2.90

1.21

 

Distributions:

From net investment income

(0.02

)

(0.05

)

(0.01

)

From net realized capital gains

(0.66

)

(1.03

)

Total distributions

(0.68

)

(1.08

)

(0.01

)

 

Net Asset Value, End of Year/Period

$11.25

$13.02

$11.20

 

Total Return(b)

(8.43)%

26.84%

12.14%

(c)

 

Ratios/Supplemental Data

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

$26,329

$27,001

$4,948

 

Ratio of expenses to average net assets:

Before fees waived and expenses reimbursed

1.17%

(d)

1.51%

3.17%

(d)

After fees waived and expenses reimbursed

0.90%

(d)

0.90%

0.90%

(d)

 

Ratio of net investment income:

After fees waived and expenses reimbursed

0.06%

(d)

0.29%

0.55%

(d)

 

Portfolio turnover rate

107%

(c)

221%

286%

(c)

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

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

(c)Not annualized. 

(d)Annualized.

(e)Net investment income per share was less than $0.005.

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

36www.cogniosfunds.com

Cognios Funds

Financial Highlights (continued)

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

Cognios Market Neutral Large Cap Fund

Investor Class

For the
Six Month
Period Ended
December 31, 2018

For the
Period Ended
June 30, 2018
(b)

(Unaudited)

Net Asset Value, Beginning of Year/Period

$10.31

$9.32

 

Investment Operations:

Net investment loss(c)

(0.03

)

(0.08

)

Net realized and unrealized gain (loss) on investments

0.05

1.07

Total from investment operations

0.02

0.99

 

Distributions:

From net investment income

From net realized capital gains

Total distributions

 

Net Asset Value, End of Year/Period

$10.33

$10.31

Total Return(d)

0.19%

(e)

10.62%

(e)

 

Ratios/Supplemental Data

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

$19,769

$19,771

 

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

Expenses before fees waived and expenses reimbursed

4.45%

(f)

4.09%

(f)

Expenses after fees waived and expenses reimbursed

3.99%

(f)

3.66%

(f)(i)

Net investment loss after fees waived and expenses reimbursed

(0.26)%

(f)

(0.98)%

(f)

 

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

Expenses before fees waived and expenses reimbursed

2.16%

(f)

2.30%

(f)

Expenses after fees waived and expenses reimbursed

1.70%

(f)

1.87%

(f)(i)

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

2.03%

(f)

0.81%

(f)

 

Portfolio turnover rate

77%

(e)

104%

(e)

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

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

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

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

(e)Not annualized.

(f)Annualized.

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

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

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

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

Semi-Annual Report | December 31, 201837



Cognios Market Neutral Large Cap Fund

Investor Class

For the
Year Ended
September 30, 2017

For the
Year Ended
September 30, 2016

For the
Year Ended
September 30, 2015

For the
Year Ended
September 30, 2014

 

$9.93

$9.68

$10.77

$9.93

 

 

(0.13

)

(0.15

)

(0.20

)

(0.17

)

(0.33

)

0.45

0.60

1.35

(0.46

)

0.30

0.40

1.18

 

 

(0.15

)

(0.05

)

(1.49

)

(0.34

)

(0.15

)

(0.05

)

(1.49

)

(0.34

)

 

$9.32

$9.93

$9.68

$10.77

 

(4.65)%

3.15%

4.47%

(h)

12.12%

 

 

$22,997

$43,779

$6,253

$5,699

 

 

3.87%

4.07%

6.06%

6.16%

3.72%

3.80%

4.12%

(g)

4.26%

(1.42)%

(1.53)%

(2.06)%

(1.71)%

 

 

2.10%

2.22%

4.04%

4.15%

1.95%

1.95%

2.10%

(g)

2.25%


0.35%

0.32%

(0.04)%

0.30%

 

277%

250%

291%

461%

 

December 31, 2018

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

38www.cogniosfunds.com

Cognios Funds

Financial Highlights (continued)

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

Cognios Market Neutral Large Cap Fund

Institutional Class

For the
Six Month
Period Ended
December 31, 2018

For the
Period Ended
June 30, 2018
(b)

(Unaudited)

Net Asset Value, Beginning of Year/Period

$10.46

$9.44

 

Investment Operations:

Net investment income(c)

(j)

(0.05

)

Net realized and unrealized gain on investments

0.03

1.07

Total from investment operations

0.03

1.02

 

Distributions:

From net investment income

From net realized capital gains

Total distributions

 

Net Asset Value, End of Year/Period

$10.49

$10.46

 

Total Return(d)

0.29%

(e)

10.81%

(e)

Ratios/Supplemental Data

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

$71,339

$44,363

 

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

Expenses before fees waived and expenses reimbursed

4.20%

(f)

3.84%

(f)

Expenses after fees waived and expenses reimbursed

3.74%

(f)

3.41%

(f)(i)

Net investment loss after fees waived and expenses reimbursed

(0.01)%

(f)

(0.73)%

(f)

 

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

Expenses before fees waived and expenses reimbursed

1.91%

(f)

2.05%

(f)

Expenses after fees waived and expenses reimbursed

1.45%

(f)

1.62%

(f)(i)

Net investment income after fees waived and expenses reimbursed

2.28%

(f)

1.06%

(f)

 

Portfolio turnover rate

77%

(e)

104%

(e)

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

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

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

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

(e)Not annualized.

(f)Annualized.

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

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

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

(j)Net investment income per share was less than $0.005.

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

Semi-Annual Report | December 31, 201839



Cognios Market Neutral Large Cap Fund

Institutional Class

For the
Year Ended
September 30, 2017

For the
Year Ended
September 30, 2016

For the
Year Ended
September 30, 2015

For the
Year Ended
September 30, 2014

 

$10.02

$9.76

$10.82

$9.95

 

 

(0.11

)

(0.13

)

(0.18

)

(0.14

)

(0.32

)

0.44

0.61

1.35

(0.43

)

0.31

0.43

1.21

 

 

(0.15

)

(0.05

)

(1.49

)

(0.34

)

(0.15

)

(0.05

)

(1.49

)

(0.34

)

 

$9.44

$10.02

$9.76

$10.82

 

(4.31)%

3.23%

4.77%

(h)

12.41%

 

 

$38,856

$113,499

$10,402

$8,907

 

 

3.62%

3.83%

5.81%

5.45%

3.47%

3.55%

3.86%

(g)

4.01%

(1.14)%

(1.30)%

(1.80)%

(1.37)%

 

 

1.85%

1.98%

3.79%

3.43%

1.70%

1.70%

1.84%

(g)

2.00%

0.63%

0.55%

0.21%

0.65%

 

277%

250%

291%

461%

 

December 31, 2018

 

40www.cogniosfunds.com

Cognios Funds

Notes to the Financial StatementsDecember 31, 2018 (Unaudited)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The Cognios Large Cap Value Fund (the “Value Fund”), the Cognios Large Cap Growth Fund (the “Growth Fund”) and Cognios Market Neutral Large Cap Fund (the “Market Neutral Fund”), (collectively, the “Funds”) are each a series of M3Sixty Funds Trust (the “Trust”). The Trust was organized on May 29, 2015 as a Delaware statutory trust. The Trust is registered as an open-end management investment company under the Investment Company Act of 1940 (the “1940 Act”).

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

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

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

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

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

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

Management has analyzed each Fund’s tax positions taken on all open tax years (tax year ended June 30, 2017 and June 30, 2018 for the Value Fund and Growth Fund and for the years ended September 30, 2015, September 30, 2016, September 30, 2017 and the period ended June 30, 2018 for the Market Neutral Fund) and expected to be taken as of and during the six month period ended December 31, 2018, and has concluded that the Funds did not have a liability for any unrecognized tax benefits. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statements of operations. During the six month period ended December 31, 2018, the Funds did not incur any interest or penalties. The Funds identify their major tax jurisdictions as U.S. Federal and Delaware state.

 

Semi-Annual Report | December 31, 201841

Cognios Funds

Notes to the Financial StatementsDecember 31, 2018 (Unaudited)

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

d)Distributions to Shareholders – Dividends from net investment income and distributions of net realized capital gains, if any, will be declared and paid at least annually. Income and capital gain distributions, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. GAAP requires that permanent financial reporting differences relating to shareholder distributions be reclassified to paid-in capital or net realized gains. There were no reclassifications made during the six month period ended December 31, 2018.

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

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

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

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

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

 

42www.cogniosfunds.com

Cognios Funds

Notes to the Financial StatementsDecember 31, 2018 (Unaudited)

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

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

2. INVESTMENT VALUATIONS

Processes and Structure

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

Hierarchy of Fair Value Inputs

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

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

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

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

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

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

 

Semi-Annual Report | December 31, 201843

Cognios Funds

Notes to the Financial StatementsDecember 31, 2018 (Unaudited)

Fair Value Measurements

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

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

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

The following table summarizes the inputs used to value the Funds’ assets and liabilities measured at fair value as of December 31, 2018:

Categories(a)

Level 1

 

Level 2

 

Level 3

 

Total

Value Fund:

Assets:

Common Stock(b)

$22,087,912

$22,087,912

Total Investments in Securities

$22,087,912

$22,087,912

Growth Fund:

Assets:

Common Stock(b)

$33,767,435

$33,767,435

Total Investments in Securities

$33,767,435

$33,767,435

Market Neutral Fund:

Assets:

Common Stock(b)

$96,017,654

$96,017,654

Short-Term Investments

8,642,826

8,642,826

Total Investments in Securities

$104,660,480

$104,660,480

Liabilities:

Common Stock(b)

$63,475,445

$63,475,445

Total Securities Sold Short(b)

$63,475,445

$63,475,445

(a)As of and during the six month period ended December 31, 2018, the Funds held no securities that were considered to be “Level 3” securities (those valued using significant unobservable inputs). Therefore, a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value is not applicable.

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

 

44www.cogniosfunds.com

Cognios Funds

Notes to the Financial StatementsDecember 31, 2018 (Unaudited)

The Funds recognize transfers, if any, between fair value hierarchy levels at the reporting period end. There were no transfers between levels during the six month period ended December 31, 2018.

3. CAPITAL SHARE TRANSACTIONS

Transactions in shares of capital stock during the six month period ended December 31, 2018 for Funds were as follows:

Value Fund:

 

Sold

 

Redeemed

 

Reinvested

 

Net Increase
(Decrease)

Investor Class Shares

Shares

52,984

(37,165

)

8,729

24,548

Value

$553,690

$(325,790

)

$70,792

$298,692

Institutional Class Shares

Shares

294,631

(1,127,623

)(a)

434,521

(398,471

)

Value

$3,131,184

$(11,118,399

)(a)

$3,532,653

$(4,454,562

)

Growth Fund:

 

Sold

 

Redeemed

 

Reinvested

 

Net Increase

Investor Class Shares

Shares

22,208

(35,735

)

41,968

28,441

Value

$288,623

$(466,769

)

$476,650

$298,504

Institutional Class Shares

Shares

396,143

(262,895

)

132,934

266,182

Value

$5,316,794

$(3,696,786

)

$1,514,109

$3,134,117

Market Neutral Fund:

 

Sold

 

Redeemed

 

Reinvested

 

Net Increase
(Decrease)

Investor Class Shares

Shares

393,295

(397,135

)

(3,840

)

Value

$4,184,022

$(4,186,210

)

$

$(2,188

)

Institutional Class Shares

Shares

3,130,214

(571,907

)

2,558,307

Value

$33,741,805

$(6,152,948

)

$

$27,588,857

(a)Includes an in-kind redemption of 473,043 shares and $5,023,716 paid on August 7, 2018, which represented 19.43% of the Value Fund’s net assets. A pro-rata portion of the Value Fund’s portfolio investments were transferred as payment of the in-kind redemption per procedures adopted by the Trust’s Board of Trustees.

 

Semi-Annual Report | December 31, 201845

Cognios Funds

Notes to the Financial StatementsDecember 31, 2018 (Unaudited)

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

Value Fund:

 

Sold

 

Redeemed

 

Reinvested

 

Net Increase
(Decrease)

Investor Class Shares

Shares

1,270

(184

)

279

1,365

Value

$13,350

$(2,028

)

$2,775

$14,097

Institutional Class Shares

Shares

30,211

(1,748,424

)(a)

406,565

(1,311,648

)

Value

$334,137

$(19,809,651

)(a)

$4,041,259

$(15,434,255

)

Growth Fund:

 

Sold

 

Redeemed

 

Reinvested

 

Net Increase

Investor Class Shares

Shares

786,139

(58,604

)

657

728,192

Value

$9,591,017

$(731,930

)

$7,747

$8,866,834

Institutional Class Shares

Shares

1,603,413

(11,755

)

40,760

1,632,418

Value

$19,049,787

$(142,392

)

$481,369

$19,388,764

Market Neutral Fund:

 

Sold

 

Redeemed

 

Reinvested

 

Net Increase
(Decrease)

Investor Class Shares

Shares

331,568

(881,260

)

(549,692

)

Value

$3,262,766

$(8,737,347

)

$

$(5,474,581

)

Institutional Class Shares

Shares

849,123

(724,243

)

124,880

Value

$8,615,555

$(7,204,305

)

$

$1,411,250

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

 

46www.cogniosfunds.com

Cognios Funds

Notes to the Financial StatementsDecember 31, 2018 (Unaudited)

4. INVESTMENT TRANSACTIONS

For the six month period ended December 31, 2018, aggregate purchases and sales of investment securities (excluding short-term investments) were as follows:

Fund

Purchases

 

Sales
(Long-Term)

 

Sales
(In-kind)

Value Fund

$13,787,771

$9,600,368

$5,023,716

Growth Fund

41,736,840

40,306,160

Market Neutral Fund

93,664,071

66,375,273

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

5. ADVISORY FEES AND OTHER RELATED PARTY TRANSACTIONS

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

Fund

Management
Fee Rate

 

Management
Fees Accrued*

Value Fund

0.65%

$67,322

Growth Fund

0.70%

138,517

Market Neutral Fund

1.40%

523,033

*Figures are for the six month period ended December 31, 2018.

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

Fund

Expense
Limitation

 

Management
Fees Waived**

 

Expenses
Reimbursed**

Value Fund

0.85%

$67,322

$13,022

Growth Fund

0.90%

53,491

Market Neutral Fund**

1.45%

163,602

**Figures are for the six month period ended December 31, 2018.

 

Semi-Annual Report | December 31, 201847

Cognios Funds

Notes to the Financial StatementsDecember 31, 2018 (Unaudited)

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

At December 31, 2018, the cumulative unreimbursed amounts paid and/or waived by the Adviser on behalf of the Funds that may be recouped no later than the dates stated below are as follows:

Fund

June 30, 2020

 

June 30, 2021

 

June 30, 2022

 

Totals

Value Fund

$97,135

$158,243

$80,344

$335,722

Growth Fund

61,862

99,798

53,491

215,151

Market Neutral Fund

62,226

163,602

225,828

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

For the six month period ended December 31, 2018, the Funds accrued fees pursuant to the Services Agreement as follows:

Fund

Services
Agreement
Fees Accrued

Value Fund

$53,158

Growth Fund

68,333

Market Neutral Fund

94,958

M3Sixty has also agreed to voluntarily waive certain fees until certain thresholds are met by the Funds. During the six month period ended December 31, 2018, M3Sixty waived fees as follows:

Fund

Services
Agreement
Fees Waived

Value Fund

$

Growth Fund

15,000

Market Neutral Fund

7,500

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

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

 

48www.cogniosfunds.com

Cognios Funds

Notes to the Financial StatementsDecember 31, 2018 (Unaudited)

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

For the six month period ended December 31, 2018, the Funds accrued 12b-1 expenses attributable to Investor Class shares as follows:

Fund

12b-1
Fees Accrued

Value Fund

$149

Growth Fund

12,045

Market Neutral Fund

25,397

6. TAX MATTERS

For U.S. Federal income tax purposes, the cost of securities owned, gross appreciation, gross depreciation, and net unrealized appreciation/(depreciation) of investments and securities sold short at December 31, 2018 were as follows:

Fund

Tax Cost

 

Gross
Unrealized
Appreciation

 

Gross
Unrealized
Depreciation

 

Net Unrealized
Appreciation
(Depreciation)

Value Fund

$22,977,863

$1,203,895

$(2,093,846

)

$(889,951

)

Growth Fund

33,754,967

1,991,275

(1,978,807

)

12,468

Market Neutral Fund

43,127,060

10,367,438

(12,309,463

)

(1,942,025

)

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

The Funds’ tax basis distributable earnings are determined only at the end of each fiscal year. As of June 30, 2018, the Funds most recent fiscal year end, the components of distributable earnings presented on an income tax basis were as follows:

Fund

Deferred
Post-October
and Late
Year Loss

Capital Loss
Carryforwards

Undistributed
Ordinary
Income

Undistributed
Long-Term
Capital Gains

Net
Unrealized
Appreciation

Total
Distributable
Earnings

Value Fund

$

$

$636,477

$1,677,314

$1,790,862

$4,104,653

Growth Fund

237,791

27,518

3,541,692

3,807,001

Market Neutral Fund

(81,501)

(4,210,126)

620,792

(3,670,835

)

 

Semi-Annual Report | December 31, 201849

Cognios Funds

Notes to the Financial StatementsDecember 31, 2018 (Unaudited)

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

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

Fund

Undistributed
Net Investment
Income

 

Undistributed
Net Realized
Gain

 

Paid-in
Capital

Value Fund

$

$(1,055,435

)

$1,055,435

Growth Fund

(582

)

582

Market Neutral Fund

966,957

(23,223

)

(943,734

)

The tax character of distributions paid by the Funds during the six month period ended December 31, 2018, were as follows.

Fund

Long-Term
Capital Gains

 

Ordinary
Income

Value Fund

$2,689,541

$913,904

Growth Fund

99,818

1,890,975

Market Neutral Fund

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

Fund

Long-Term
Capital Gains

 

Ordinary
Income

Value Fund

$3,538,592

$505,540

Growth Fund

3,241

490,469

Market Neutral Fund

7. NON-DIVERSIFIED FUNDS

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

 

50www.cogniosfunds.com

Cognios Funds

Notes to the Financial StatementsDecember 31, 2018 (Unaudited)

8. BENEFICIAL OWNERSHIP

The beneficial ownership, either directly or indirectly, of more than 25% of a fund’s voting interest creates a presumption of control of the fund, under Section 2(a)(9) of the Investment Company Act of 1940. As of December 31, 2018, the Value Fund, Growth Fund and Market Neutral Fund had omnibus shareholder accounts which amounted to more than 25% of the total shares outstanding of each respective Fund. Shareholders with a controlling interest could affect the outcome of proxy voting or direction of management of the Funds.

9. COMMITMENTS AND CONTINGENCIES

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

10. SUBSEQUENT EVENTS

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

11. RECENT ACCOUNTING PRONOUNCEMENTS

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2018-13 “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”) which includes amendments intended to improve the effectiveness of disclosures in the notes to financial statements. For example, ASU 2018-13 includes additional disclosures regarding the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and clarifications to the narrative description of measurement uncertainty disclosures. ASU 2018-13 is effective for interim and annual periods beginning after December 15, 2019. Management is currently evaluating the impact that ASU 2018- 13 will have on the Funds’ financial statements and related disclosures.

In March 2017, the FASB issued ASU No. 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The amendments in the ASU shorten the amortization period for certain callable debt securities, held at a premium, to be amortized to the earliest call date. The ASU does not require an accounting change for securities held at a discount; which continue to be amortized to maturity. The ASU is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Management is currently evaluating the impact, if any, of applying this provision.

 

Semi-Annual Report | December 31, 201851

Cognios Funds

Additional InformationDecember 31, 2018 (Unaudited)

1. PROXY VOTING POLICIES AND VOTING RECORD

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

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

2. PORTFOLIO HOLDINGS

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

3. SHAREHOLDER TAX INFORMATION

The tax character of distributions paid by the Value Fund and the Growth Fund during the six month period ended December 31, 2018, were as follows.

Fund

Long-Term
Capital Gains

 

Ordinary
Income

Value Fund

$2,689,541

$913,904

Growth Fund

99,818

1,890,975

There were no distributions paid by the Market Neutral Fund during the six month period ended December 31, 2018.

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

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

 

52www.cogniosfunds.com

Cognios Funds

Trustees and OfficersDecember 31, 2018 (Unaudited)

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

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

Name of Trustee1

Aggregate
Compensation
From each
Fund
2

 

Pension or
Retirement
Benefits
Accrued As
Part of
Portfolio
Expenses

 

Estimated
Annual
Benefits Upon
Retirement

 

Total
Compensation
From the
Funds
Paid to
Trustees
2

Independent Trustees

Kelley Brennan

$1,150

None

None

$3,450

Steve Poppen

1,150

None

None

3,450

Tobias Caldwell

1,150

None

None

3,450

Interested Trustees and Officers

Randall K. Linscott

None

Not
Applicable

Not
Applicable

None

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

2Figures are for the six month period ended December 31, 2018.

 

Semi-Annual Report | December 31, 201853

Cognios Funds

Board Approval of Renewal of InvestmentDecember 31, 2018 (Unaudited)

Advisory Agreement for the Cognios Large Cap Value Fund
and Cognios Large Cap Growth Fund

At a meeting held on July 11, 2018, the Board of Trustees (the “Board”) considered the renewal of the Investment Advisory Agreement between the Trust and Cognios Capital, LLC (the “Adviser”) in regard to the Cognios Large Cap Value Fund (the “Value Fund”) and the Cognios Large Cap Growth Fund (the “Growth Fund,” together with the Value Fund, the “Cognios Funds”) (the “Advisory Agreement”).

Counsel reviewed with the Board a memorandum from Counsel and addressed to the Trustees that summarized, among other things, the fiduciary duties and responsibilities of the Board in reviewing and approving the renewal of the Advisory Agreement with respect to the Value Fund and the Growth Fund. Counsel discussed with the Trustees the types of information and factors that should be considered by the Board in order to make an informed decision regarding the approval of the continuation of the Advisory Agreement, including the following material factors: (i) the nature, extent and quality of the services provided by the Adviser; (ii) the investment performance of the Value Fund and the Growth Fund; (iii) the costs of the services to be provided and profits to be realized by the Adviser from the relationship with the Value Fund and the Growth Fund; (iv) the extent to which economies of scale would be realized if the Value Fund and the Growth Fund grow and whether advisory fee levels reflect those economies of scale for the benefit of the Value Fund’s and the Growth Fund’s investors; and (v) the Adviser’s practices regarding possible conflicts of interest and other benefits derived by the Adviser.

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

The Board also requested and received various informational materials including, without limitation: (i) documents containing information about the Adviser, including financial information, a description of personnel and the services provided to the Value Fund and the Growth Fund, information on investment advice, performance, summaries of Value Fund’s and the Growth Fund’s expenses, compliance program, current legal matters and other general information; (ii) comparative expense and performance information for other mutual funds with strategies similar to the Value Fund and the Growth Fund; (iii) the anticipated effect of size on the Value Fund’s and the Growth Fund’s

 

54www.cogniosfunds.com

performance and expenses; and (iv) benefits to be realized by the Adviser from its relationship with the Value Fund and the Growth Fund. The Board did not identify any particular information that was most relevant to its consideration to approve the Advisory Agreement and each Trustee may have afforded different weight to the various factors.

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

In this regard, the Board considered the responsibilities the Adviser would have under the Advisory Agreement with respect to each of the Value Fund and the Growth Fund. The Board reviewed the services to be provided by the Adviser to the Value Fund and the Growth Fund including, without limitation: the Adviser’s processes for formulating investment recommendations and assuring compliance with the Value Fund’s and the Growth Fund’s investment objectives and limitations; its coordination of services for the Value Fund and the Growth Fund among the Value Fund’s and the Growth Fund’s service providers; and the anticipated efforts to promote the Value Fund and the Growth Fund, grow assets and assist in the distribution of Value Fund’s and the Growth Fund’s shares. The Board considered: the Adviser’s staffing, personnel and methods of operating; the education and experience of the Adviser’s personnel; and the Adviser’s compliance program, policies and procedures. After reviewing the foregoing and further information provided by the Adviser, the Board concluded that the nature, extent and quality of the services to be provided by the Adviser were satisfactory and adequate for the Value Fund and the Growth Fund.

(2)Investment Performance of the Value Fund and the Growth Fund and the Adviser.

In considering the investment performance of the Value Fund and the Growth Fund and the Adviser, the Trustees compared the short- and long-term performance of the Value Fund and the Growth Fund with the performance of its respective benchmark index, or indices, as applicable, comparable funds with similar objectives and size managed by other investment advisers and comparable peer group indices (e.g., Morningstar category means and medians). The Trustees also considered the consistency of the Adviser’s management of the Value Fund and the Growth Fund with its respective investment objective and policies. The Trustees further took into consideration that it was the Adviser’s belief that the Large Blend category in which Morningstar had categorized the Value Fund was not the correct category but rather the Value Fund should be categorized in Morningstar’s Large Value category. With regard to the Value Fund, the Board noted that the Value Fund had outperformed its Large Blend category median for the year-to-date period ended March 31, 2018 and underperformed its Large Blend category median for the 1-year period ended March 31, 2018. Also, with regard to the Value Fund, the Board noted that the Value Fund had outperformed the Large Value category mean and median for the year-to-date and 1-year periods ended March 31, 2018. The Board also considered recent performance for shorter periods of time. The Board further considered the performance of the Value Fund relative to its benchmark (the S&P 500 Total Return Index) and noted that the Value Fund had underperformed for the 1-month, year-to-date and 1-year periods ended May 31, 2018. With regard to the Growth Fund, the Board noted that the Growth Fund had outperformed its category mean and median for the year-to-date and 1-year periods ended March 31, 2018. The Board also considered recent performance for shorter periods of time. The Board also considered the performance of the Growth Fund relative to its standard benchmark (the Russell 1000 Total Return Index) and noted that the Growth Fund had significantly outperformed

Cognios Funds

Board Approval of Renewal of InvestmentDecember 31, 2018 (Unaudited)

Advisory Agreement for the Cognios Large Cap Value Fund
and Cognios Large Cap Growth Fund

 

Semi-Annual Report | December 31, 201855

for the 1-month, year-to-date and 1-year periods ended May 31, 2018. Based on the foregoing, the Board concluded that the investment performance information presented for Value Fund and the Growth Fund was acceptable at this time although it noted that it was important for it to continue to closely monitor the performance.

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

In considering the costs of the services to be provided and profits to be realized by the Adviser from the relationship with the Value Fund and the Growth Fund, the Trustees considered: the Adviser’s staffing, personnel and methods of operating; the financial condition of the Adviser and the level of commitment to the Adviser by the Adviser and its principals; the expected asset levels of the Value Fund and the Growth Fund; and the projected overall expenses of the Value Fund and the Growth Fund. The Trustees considered financial statements of the Adviser and discussed the financial stability and productivity of the firm. The Trustees considered the fees and expenses of the Value Fund (including the management fee) relative to its category. The Trustees noted that the management fee for the Value Fund was above its Large Blend category median, but well within the range for the category that was considered. The Trustees also noted that the management fee for the Value Fund was slightly above the Large Value category mean and median, but well within the range for the category that was considered. The Trustees next considered the fees and expenses of the Growth Fund (including the management fee) relative to its category. The Trustees noted that the management fee for the Growth Fund was slightly above the category median, but well within the range for the category that was considered. Following this analysis and upon further consideration and discussion of the foregoing, the Board concluded that the fees paid to the Adviser by the Value Fund and the Growth Fund were fair and reasonable.

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

In this regard, the Board considered the Value Fund’s and the Growth Fund’s fee arrangements with the Adviser. The Trustees determined that although the management fee would stay the same as asset levels increased, the shareholders of the Value Fund and the Growth Fund would benefit from the expense limitation arrangement for such Funds. The Trustees noted that while a breakpoint schedule in an advisory agreement could be beneficial, such a feature to the fee schedule only had benefits if the particular fund’s assets were sufficient to realize the effect of the breakpoint. The Trustees noted that obtaining lower expenses for the shareholders of the Value Fund and the Growth Fund would be realized immediately with the expense limitation arrangements. The Trustees noted that the assurance that the expense limitation arrangements in place were of value to those Funds. The Trustees noted that the assets of the Value Fund and the Growth Fund were at such levels that the expense limitation arrangements currently were providing benefits to the respective Fund’s shareholders. The Trustees also noted that the Value Fund and the Growth Fund would benefit from economies of scale under its agreements with some of its service providers other than the Adviser as fees that were in place with those other service providers were either fixed or essentially semi-fixed, and the Board considered the Adviser’s efforts to work with M3Sixty to secure such

Cognios Funds

Board Approval of Renewal of InvestmentDecember 31, 2018 (Unaudited)

Advisory Agreement for the Cognios Large Cap Value Fund
and Cognios Large Cap Growth Fund

 

56www.cogniosfunds.com

arrangements for the Value Fund and the Growth Fund. Following further discussion of the Value Fund’s and the Growth Fund’s expected asset levels, expectations for growth and levels of fees, the Board determined that the Value Fund’s and the Growth Fund’s fee arrangements, in light of all the facts and circumstances, were fair and reasonable and that the expense limitation arrangements provided potential savings or protection for the benefit of the Value Fund’s and the Growth Fund’s investors.

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

In considering the Adviser’s practices regarding conflicts of interest, the Trustees evaluated the potential for conflicts of interest and considered such matters as: the experience and ability of the advisory and compliance personnel assigned to the Value Fund and the Growth Fund; the basis of decisions to buy or sell securities for the Value Fund and the Growth Fund; and the substance and administration of the Adviser’s code of ethics. Based on the foregoing, the Board determined that the Adviser’s standards and practices relating to the identification and mitigation of possible conflicts of interest were satisfactory. The Trustees noted that there were no benefits identified by the Adviser to the Board other than the advisory fees received under the Advisory Agreement.

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

Cognios Funds

Board Approval of Renewal of InvestmentDecember 31, 2018 (Unaudited)

Advisory Agreement for the Cognios Large Cap Value Fund
and Cognios Large Cap Growth Fund

M3SIXTY FUNDS TRUST

4300 Shawnee Mission Pkwy

Suite 100

Fairway, KS 66205

 

INVESTMENT ADVISER

Cognios Capital, LLC

11250 Tomahawk Creek Parkway

Leawood, KS 66211

 

ADMINISTRATOR & TRANSFER AGENT

M3Sixty Administration, LLC

4300 Shawnee Mission Pkwy

Suite 100

Fairway, KS 66205

 

DISTRIBUTOR

ALPS Distributors, Inc.

1290 Broadway

Suite 1100

Denver, CO 80203

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BBD, LLP

1835 Market Street

3rd Floor

Philadelphia, PA 19103

 

LEGAL COUNSEL

Practus, LLP

11300 Tomahawk Creek Parkway

Suite 310

Leawood, KS 66211

 

CUSTODIAN BANK

MUFG Union Bank®, N.A.

350 California Street

20th Floor

San Francisco, CA 94104

Must be accompanied or preceded by a prospectus.

The Cognios Funds are distributed by ALPS Distributors, Inc.

ITEM 2.CODE OF ETHICS.

 

Not applicable at this time.

 

ITEM 3.AUDIT COMMITTEE FINANCIAL EXPERT.

 

Not applicable at this time.

 

ITEM 4.PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

Not applicable at this time.

 

ITEM 5.AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

Not applicable

 

ITEM 6.SCHEDULE OF INVESTMENTS

 

Included in semi-annual report to shareholders filed under item 1 of this form.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Not applicable at this time.

 

ITEM 11.CONTROLS AND PROCEDURES.

 

(a)The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the 1940 Act, are effective, as of a date within 90 days of the filing date of this report, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended.

 

(b)There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

 

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

 

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

 

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

 

ITEM 13.EXHIBITS

 

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

 

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

 

 

SIGNATURES

 

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

 

M3Sixty Funds Trust

 

   /s/ Randy Linscott  
By Randy Linscott  
Principal Executive Officer,  
Date:  March 8, 2019  

 

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

  

  /s/ Randy Linscott  
By Randy Linscott  
Principal Executive Officer,  
Date:  March 8, 2019  

 

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

 

   /s/ Larry E. Beaver, Jr.  
By Larry E. Beaver, Jr.  
Assistant Treasurer and Acting Principal Financial Officer
Date: March 8, 2019