N-CSRS 1 cogniosfunds-ncsrs_123119.htm 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: 06/30/2020

 

 

Date of reporting period: 12/31/2019

 

 

 

   

 

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, 2019 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, 2019

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, 20191

Cognios Large Cap Value Fund

Portfolio UpdateDecember 31, 2019 (Unaudited)

Performance ( as of December 31, 2019)

One Year

Since
Inception
(a) 

Cognios Large Cap Value Fund Investor Class shares

 

31.58%

13.47%

Cognios Large Cap Value Fund Institutional Class shares

 

31.25%

13.59%

S&P 500® Total Return Index(b) 

31.49%

15.49%

Russell 1000® Value Total Return Index(c) 

26.54%

11.24%

(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 semi-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 28, 2019 for the Fund were as follows:

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

2.96%

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

2.07%

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

2.71%

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

1.82%

 

2www.cogniosfunds.com

Cognios Large Cap Value Fund

Portfolio Update (continued)December 31, 2019 (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, 2021. 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 months ended December 31, 2019 were 2.88% and 2.63% 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 months ended December 31, 2019.

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)*

Basic Materials

0.49%

Communications

5.50%

Consumer, Cyclical

32.30%

Consumer, Non-Cyclical

48.11%

Energy

1.08%

Financials

18.36%

Industrials

9.66%

Technology

7.65%

Utilities

6.56%

Cash, Cash Equivalents, & Other Net Liabilities

(29.71)%

TOTAL

100.00%

 

Semi-Annual Report | December 31, 20193

Cognios Large Cap Value Fund

Portfolio Update (continued)December 31, 2019 (Unaudited)

Top Ten Portfolio Holdings (% of Net Assets)*

Tyson Foods, Inc. - Class A

2.08%

Campbell Soup Co.

2.01%

Procter & Gamble Co.

1.99%

Conagra Brands, Inc.

1.99%

Target Corp.

1.95%

Sysco Corp.

1.94%

Hershey Co.

1.94%

Starbucks Corp.

1.94%

Nasdaq, Inc.

1.91%

AT&T, Inc.

1.89%

*The percentages in the above tables are based on the portfolio holdings of the Value Fund as of December 31, 2019 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, 2019 (Unaudited)

Performance (as of December 31, 2019)

One Year

Since
Inception
(a) 

Cognios Large Cap Growth Fund Investor Class shares

 

29.94%

17.44%

Cognios Large Cap Growth Fund Institutional Class shares

 

30.16%

17.68%

Russell 1000® Total Return Index(b) 

31.43%

15.28%

Russell 1000® Growth Total Return Index(c) 

36.39%

19.27%

(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 semi-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 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 28, 2019 for the Fund were as follows:

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

1.49%

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

1.24%

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

0.90%

 

Semi-Annual Report | December 31, 20195

Cognios Large Cap Growth Fund

Portfolio Update (continued)December 31, 2019 (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, 2021. 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, 2019 were 1.43% and 1.18% 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, 2019.

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)*

Materials

2.27%

Communications

16.05%

Consumer, Cyclical

6.69%

Consumer, Non-Cyclical

21.75%

Financials

3.83%

Industrials

6.76%

Technology

41.00%

Cash, Cash Equivalents, & Other Net Assets

1.65%

TOTAL

100.00%

 

6www.cogniosfunds.com

Cognios Large Cap Growth Fund

Portfolio Update (continued)December 31, 2019 (Unaudited)

Top Ten Portfolio Holdings (% of Net Assets)*

Microsoft Corp.

8.43%

Apple, Inc.

8.25%

Advanced Micro Devices, Inc.

6.53%

Amazon.com, Inc.

5.78%

Splunk, Inc.

4.25%

Adobe, Inc.

3.64%

Exact Sciences Corp.

3.57%

Ring Central, Inc.

3.38%

Procter & Gamble Co.

3.10%

Thermo Fisher Scientific, Inc.

2.70%

*The percentages in the above tables are based on the portfolio holdings of the Growth Fund as of December 31, 2019 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, 20197

Cognios Market Neutral Large Cap Fund

Portfolio Update
December 31, 2019 (Unaudited)

Performance (as of December 31, 2019)

One Year

Five Years

Since Inception(a) 

Cognios Market Neutral Large Cap Fund
Investor Class shares

 

(0.97)%

2.49%

3.31%

Cognios Market Neutral Large Cap Fund
Institutional Class shares

 

(0.67)%

2.75%

3.56%

S&P 500® Total Return Index(b) 

31.49%

11.69%

14.72%

(a)The Cognios Market Neutral Large Cap Fund (the “Market Neutral Fund”) commenced operations on December 31, 2012.

(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.

The performance information quoted in this semi-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, such a comparison may be said to be inappropriate because of the dissimilarity between the Fund’s investments and the securities comprising the index; so too with the Market Neutral Fund, which will generally not invest in all the securities comprising the index.

 

8www.cogniosfunds.com

Cognios Market Neutral Large Cap Fund

Portfolio Update (continued)December 31, 2019 (Unaudited)

Total Fund operating expense ratios as stated in the current Fund prospectus dated October 28, 2019 for the Market Neutral Fund were as follows:

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

4.28%

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

3.89%

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

4.03%

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

3.64%

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, 2021. 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 Fund is able to make the payment without exceeding the 1.45% expense limitation. Each waiver or reimbursement of an expense by the Adviser is subject to repayment by the Market Neutral Fund within three fiscal years following the fiscal year in which the expense was incurred, provided that the Market Neutral Fund is 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. Total Gross Operating Expenses (Annualized) during the six month period ended December 31, 2019 were 4.60% and 4.35% for the Market Neutral 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, 2019.

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, 20199

Cognios Market Neutral Large Cap Fund

Portfolio Update (continued)December 31, 2019 (Unaudited)

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

Basic Materials

(5.30)%

Communications

(0.24)%

Consumer, Cyclical

27.01%

Consumer, Non-Cyclical

14.38%

Energy

2.34%

Financials

(8.00)%

Industrials

2.47%

Technology

1.52%

Utilities

(20.59)%

Cash, Cash Equivalents, & Other Net Assets

86.41%

TOTAL

100.00%

Top Ten Portfolio Holdings (% of Net Assets)*

Conagra Brands, Inc.

1.95%

Diamondback Energy, Inc.

1.87%

Macy’s, Inc.

1.85%

Activision Blizzard, Inc.

1.79%

Nordstrom, Inc.

1.78%

Cabot Oil & Gas Corp.

1.78%

Gap, Inc.

1.77%

Bristol-Myers Squibb Co.

1.77%

Occidental Petroleum Corp.

1.76%

Molson Coors Beverage Co.

1.76%

*The percentages in the above tables are based on the portfolio holdings of the Market Neutral Fund as of December 31, 2019 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, 2019 (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. Sim1ply 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 07/01/19 through 12/31/19

Beginning
Account
Value
(07/01/2019)

Annualized
Expense
Ratio for
the Period

Ending
Account
Value
(12/31/2019)

Expenses
Paid
During
Period

Value Fund:

Actual Fund Return (in parentheses)

Investor Class Shares (+8.86%)

$1,000.00

2.19%

$1,088.60

$11.50(a) 

Institutional Class Shares (+9.12%)

$1,000.00

1.94%

$1,091.20

$10.20(a) 

 

Growth Fund:

Actual Fund Return (in parentheses)

Investor Class Shares (+8.64%)

$1,000.00

1.15%

$1,086.40

$ 6.03(a) 

Institutional Class Shares (+8.71%)

$1,000.00

0.90%

$1,087.10

$ 4.72(a) 

 

 

Semi-Annual Report | December 31, 201911

Cognios Funds

Disclosure of Fund Expenses (continued)December 31, 2019 (Unaudited)

Beginning
Account
Value
(07/01/2019)

Annualized
Expense
Ratio for
the Period

Ending
Account
Value
(12/31/2019)

Expenses
Paid
During
Period

Market Neutral Fund:

Actual Fund Return (in parentheses)

Investor Class Shares (+2.30%)

$1,000.00

4.18%

$1,023.00

$21.26

Institutional Class Shares (+2.46%)

$1,000.00

3.93%

$1,024.60

$20.00

(a)Expenses are equal to the Funds’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period.

Expenses and Value of a $1,000 Investment for the Period from 07/01/19 through 12/31/19

Beginning
Account
Value
(07/01/2019)

Annualized
Expense
Ratio for
the Period

Ending
Account
Value
(12/31/2019)

Expenses
Paid
During
Period

Value Fund:

Hypothetical 5% Fund Return

Investor Class Shares

$1,000.00

2.19%

$1,014.10

$11.09(b) 

Institutional Class Shares

$1,000.00

1.94%

$1,015.40

$ 9.83(b) 

 

Growth Fund:

Hypothetical 5% Fund Return

Investor Class Shares

$1,000.00

1.15%

$1,019.40

$ 5.84(b) 

Institutional Class Shares

$1,000.00

0.90%

$1,020.60

$ 4.57(b) 

 

Market Neutral Fund:

Hypothetical 5% Fund Return

Investor Class Shares

$1,000.00

4.18%

$1,004.10

$21.06(b) 

Institutional Class Shares

$1,000.00

3.93%

$1,005.40

$19.81(b) 

(a)Expenses are equal to the Funds’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/366 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, 2019 (Unaudited)

Shares

Fair Value

COMMON STOCK - 129.71%

Basic Materials - 0.49%

Linde PLC (b) 

641

$

136,469

 

Communications - 5.50%

AT&T, Inc. (b) 

13,393

523,398

CenturyLink, Inc. (b) 

14,612

193,025

Facebook, Inc. - Class A (a) (b) 

1,278

262,309

Juniper Networks, Inc. (b) 

3,665

90,269

Motorola Solutions, Inc. (b) 

539

86,854

Omnicom Group, Inc. (b) 

4,548

368,479

 

1,524,334

Consumer, Cyclical - 32.30%

Alaska Air Group, Inc. (b) 

5,529

374,590

AutoZone, Inc. (a) (b) 

276

328,802

Capri Holdings Ltd. (a) (b) 

10,603

404,504

Copart, Inc. (a) (b) 

2,143

194,884

Darden Restaurants, Inc. (b) 

3,911

426,338

Dollar General Corp. (b) 

2,676

417,402

Dollar Tree, Inc. (a) (b) 

3,343

314,409

Foot Locker, Inc. (b) 

3,184

124,144

Gap, Inc. (b) 

19,854

351,019

Hanesbrands, Inc. (b) 

11,998

178,170

Kohl’s Corp. (b) 

1,142

58,185

L Brands, Inc. (b) 

18,031

326,722

Macy’s, Inc. (b) 

19,582

332,894

McDonald’s Corp. (b) 

2,315

457,467

NIKE, Inc. - Class B (b) 

4,369

442,623

Nordstrom, Inc. (b) 

10,810

442,453

NVR, Inc. (a) (b) 

20

76,168

O’Reilly Automotive, Inc. (a) (b) 

419

183,631

PulteGroup, Inc. (b) 

11,332

439,682

Ralph Lauren Corp. (b) 

2,244

263,042

Ross Stores, Inc. (b) 

686

79,864

Starbucks Corp. (b) 

6,101

536,400

Tapestry, Inc. (b) 

7,466

201,358

Target Corp. (b) 

4,209

539,636

TJX Cos., Inc. (b) 

7,362

449,524

Ulta Beauty, Inc. (a) (b) 

313

79,233

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

1,001

88,178

Walgreens Boots Alliance, Inc. (b) 

1,658

97,756

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

Semi-Annual Report | December 31, 201913

Cognios Cognios Large Cap Value Fund

Schedules of Investments (continued)December 31, 2019 (Unaudited)

Shares

Fair Value

Consumer, Cyclical - (continued)

Walmart, Inc. (b) 

4,235

$

503,287

Yum! Brands, Inc. (b) 

2,330

234,701

 

8,947,066

Consumer, Non-cyclical - 48.11%

ABIOMED, Inc. (a) (b) 

453

77,277

Altria Group, Inc. (b) 

8,856

442,003

Bristol-Myers Squibb Co. (b) 

5,411

347,332

Campbell Soup Co. (b) 

11,255

556,222

Centene Corp. (a) (b) 

1,687

106,062

Church & Dwight Co., Inc. (b) 

6,437

452,779

Cigna Corp. (b) 

940

192,221

Clorox Co. (b) 

2,897

444,805

Colgate-Palmolive Co. (b) 

6,613

455,239

Conagra Brands, Inc. (b) 

16,072

550,305

Constellation Brands, Inc. - Class A (b) 

2,260

428,835

Cooper Cos., Inc. (b) 

614

197,272

CVS Health Corp. (b) 

1,190

88,405

Estee Lauder Cos., Inc. (b) 

1,488

307,332

General Mills, Inc. (b) 

7,183

384,721

H&R Block, Inc. (b) 

17,089

401,250

HCA Healthcare, Inc. (b) 

3,385

500,337

Hershey Co. (b) 

3,653

536,918

Hormel Foods Corp. (b) 

10,819

488,045

JM Smucker Co. (b) 

832

86,636

Johnson & Johnson (b) 

3,348

488,373

Kellogg Co. (b) 

7,335

507,289

Kimberly-Clark Corp. (b) 

3,579

492,291

Kroger Co. (b) 

6,587

190,957

Lamb Weston Holdings, Inc. (b) 

4,992

429,462

McCormick & Co., Inc. (b) 

2,987

506,984

Molson Coors Brewing Co. - Class B (b) 

7,509

404,735

PepsiCo, Inc. (b) 

3,667

501,169

Procter & Gamble Co. (b) 

4,422

552,308

Quest Diagnostics, Inc. (b) 

2,534

270,606

Sysco Corp. (b) 

6,296

538,560

Tyson Foods, Inc. - Class A (b) 

6,327

576,010

UnitedHealth Group, Inc. (b) 

1,366

401,577

Verisk Analytics, Inc. (b) 

2,828

422,334

 

13,326,651

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, 2019 (Unaudited)

Energy - 1.08%

Cabot Oil & Gas Corp. (b) 

8,330

$

145,025

Occidental Petroleum Corp. (b) 

3,717

153,178

 

298,203

Financials - 18.36%

Aflac, Inc. (b) 

6,978

369,136

Aon PLC (b) 

405

84,357

Arthur J. Gallagher & Co. (b) 

1,872

178,271

Assurant, Inc. (b) 

1,077

141,173

Berkshire Hathaway, Inc. - Class B (a) (b) 

775

175,538

Cboe Global Markets, Inc. (b)

4,221

506,520

Cincinnati Financial Corp. (b) 

1,281

134,697

CME Group, Inc. (b) 

1,511

303,288

Everest Re Group Ltd. (b) 

468

129,561

Hartford Financial Services Group, Inc. (b) 

4,529

275,227

Intercontinental Exchange, Inc. (b) 

5,410

500,696

Loews Corp. (b) 

4,018

210,905

Marsh & McLennan Cos, Inc. (b) 

1,681

187,280

Nasdaq, Inc. (b) 

4,938

528,860

Progressive Corp. (b) 

6,157

445,705

Public Storage (b) 

2,036

433,587

Western Union Co. (b) 

7,755

207,679

Willis Towers Watson PLC (b) 

1,353

273,225

 

5,085,705

Industrials - 9.66%

Amcor PLC (b) 

8,354

90,557

Ball Corp. (b) 

2,051

132,638

CH Robinson Worldwide, Inc. (b) 

5,045

394,519

Expeditors International of Washington, Inc. (b) 

2,323

181,240

FLIR Systems, Inc. (b) 

1,546

80,500

Fortive Corp. (a) (b) 

1,096

83,723

Northrop Grumman Corp. (b) 

1,177

404,853

Raytheon Co. (b) 

848

186,340

Republic Services, Inc. (b) 

5,516

494,399

Stericycle, Inc. (a) (b) 

1,616

103,117

United Technologies Corp. (b) 

245

36,691

Waste Management, Inc. (b) 

4,278

487,521

 

2,676,098

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

Semi-Annual Report | December 31, 201915

Shares

Fair Value

Cognios Cognios Large Cap Value Fund

Schedules of Investments (continued)December 31, 2019 (Unaudited)

Technology - 7.65%

Activision Blizzard, Inc. (b) 

3,288

$

195,373

Akamai Technologies, Inc. (a) (b) 

6,036

521,390

Broadcom, Inc. (b) 

667

210,785

Electronic Arts, Inc. (a) (b) 

815

87,621

Fidelity National Information Services, Inc. (b) 

754

104,874

Fiserv, Inc. (a) (b) 

2,260

261,324

Fortinet, Inc. (a) (b) 

1,479

157,898

Intel Corp. (b) 

3,312

198,223

Paychex, Inc. (b) 

1,083

92,120

Skyworks Solutions, Inc. (b) 

942

113,869

Take-Two Interactive Software, Inc. (a) (b) 

1,437

175,932

 

2,119,409

Utilities - 6.56%

American Electric Power Co., Inc. (b) 

3,536

334,187

CMS Energy Corp. (b) 

3,722

233,890

Dominion Energy, Inc. (b) 

1,464

121,248

DTE Energy Co. (b) 

2,365

307,143

Entergy Corp. (b) 

1,058

126,748

Exelon Corp. (b) 

3,710

169,139

NRG Energy, Inc. (b) 

1,955

77,711

PPL Corp. (b) 

8,928

320,337

Southern Co. (b) 

1,966

125,234

 

1,815,637

 

TOTAL COMMON STOCK (Cost $32,848,436)

35,929,572

 

TOTAL INVESTMENTS (Cost $32,848,436) - 129.71%

$

35,929,572

LIABILITIES IN EXCESS OF OTHER ASSETS, NET - (29.71%)

(8,230,117)

NET ASSETS - 100%

$

27,699,455

 

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 line of credit borrowings.

 

The following abbreviations are used in this portfolio:

Ltd. - Limited

PLC - Public Limited Company

NV - Naamloze Vennootschap (Dutch: Limited Liability Company)

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

16www.cogniosfunds.com

Cognios Large Cap Growth Fund

Schedules of InvestmentsDecember 31, 2019 (Unaudited)

Shares

Fair Value

COMMON STOCK - 98.35%

Materials - 2.27%

Sherwin-Williams Co.

1,992

$

1,162,412

 

Communications - 16.05%

Alphabet, Inc. - Class A (a) 

1,029

1,378,232

Amazon.com, Inc. (a) 

1,599

2,954,696

Facebook Inc. - Class A (a) 

4,186

859,176

RingCentral, Inc. - Class A (a) 

10,265

1,731,398

Walt Disney Co.

8,908

1,288,364

 

8,211,866

Consumer, Cyclical - 6.69%

Nike, Inc.

10,909

1,105,191

Target Corp.

7,744

992,858

Walmart, Inc.

11,130

1,322,689

 

3,420,738

Consumer, Non-cyclical - 21.75%

Avery Dennison Corp.

5,480

716,894

Boston Scientific Corp. (a) 

25,404

1,148,769

Coca-Cola Co.

21,208

1,173,863

Exact Sciences Corp. (a) 

19,762

1,827,590

Intuitive Surgical, Inc. (a) 

2,030

1,200,035

Procter & Gamble Co.

12,695

1,585,605

Sanofi - ADR

16,019

804,154

Thermo Fisher Scientific, Inc.

4,251

1,381,022

Varian Medical Systems, Inc. (a) 

9,069

1,287,889

 

11,125,821

Financials - 3.83%

Morgan Stanley

19,519

997,811

State Street Corp.

12,167

962,410

 

1,960,221

Industrials - 6.76%

Dover Corp.

8,597

990,890

Keysight Technologies, Inc. (a) 

12,446

1,277,333

Raytheon Company

5,408

1,188,354

 

3,456,577

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

Semi-Annual Report | December 31, 201917

Shares

Fair Value

Cognios Large Cap Growth Fund

Schedules of Investments (continued)December 31, 2019 (Unaudited)

Technology - 41.00%

Adobe, Inc. (a) 

5,641

$

1,860,458

Advanced Micro Devices, Inc. (a) 

72,885

3,342,506

Apple, Inc.

14,368

4,219,163

DocuSign, Inc. (a) 

16,410

1,216,145

Fiserv, Inc. (a) 

10,361

1,198,042

Micron Technology, Inc. (a) 

24,325

1,308,199

Microsoft Corp.

27,337

4,311,045

Nivida Corp.

5,721

1,346,151

Splunk, Inc. (a) 

14,523

2,175,110

 

20,976,819

 

TOTAL COMMON STOCK (Cost $42,429,489)

50,314,454

 

TOTAL INVESTMENTS (Cost $42,429,489) - 98.35%

$

50,314,454

OTHER ASSETS IN EXCESS OF LIABILITIES, NET - 1.65%

843,917

NET ASSETS - 100%

$

51,158,371

 

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

NV - Naamloze Vennootschap (Dutch: Limited Liability Company)

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

18www.cogniosfunds.com

Cognios Market Neutral Large Cap Fund


Schedules of InvestmentsDecember 31, 2019 (Unaudited)

Shares

Fair Value

COMMON STOCK - 126.68%

Communications - 5.05%

AT&T, Inc. (b) 

31,977

$

1,249,661

Motorola Solutions, Inc. (b) 

7,668

1,235,621

Omnicom Group, Inc. (b) 

15,381

1,246,169

 

3,731,451

Consumer, Cyclical - 33.74%

Alaska Air Group, Inc. (b) 

18,155

1,230,001

AutoZone, Inc. (a) (b) 

1,048

1,248,493

Copart, Inc. (a) (b) 

13,839

1,258,519

Darden Restaurants, Inc. (b) 

10,323

1,125,310

Dollar General Corp. (b) 

7,952

1,240,353

Gap, Inc. (b) 

74,198

1,311,821

L Brands, Inc. (b) 

66,956

1,213,243

Macy’s, Inc. (b) 

80,364

1,366,188

McDonald’s Corp. (b) 

6,294

1,243,757

NIKE, Inc. - Class B (b) 

12,671

1,283,699

Nordstrom, Inc. (b) 

32,248

1,319,911

NVR, Inc. (a) (b) 

324

1,233,925

O’Reilly Automotive, Inc. (a) (b) 

2,776

1,216,610

PulteGroup, Inc. (b) 

30,524

1,184,331

Ross Stores, Inc. (b) 

10,737

1,250,001

Starbucks Corp. (b) 

14,257

1,253,475

Target Corp. (b) 

9,766

1,252,099

TJX Cos., Inc. (b) 

20,398

1,245,502

Walmart, Inc. (b) 

10,290

1,222,864

Yum! Brands, Inc. (b) 

12,410

1,250,059

 

24,950,161

Consumer, Non-cyclical - 45.47%

ABIOMED, Inc. (a) (b) 

6,507

1,110,029

Altria Group, Inc. (b) 

24,269

1,211,266

Bristol-Myers Squibb Co. (b) 

20,395

1,309,155

Campbell Soup Co. (b) 

25,530

1,261,693

Church & Dwight Co., Inc. (b) 

17,426

1,225,745

Clorox Co. (b) 

8,039

1,234,308

Colgate-Palmolive Co. (b) 

18,048

1,242,424

Conagra Brands, Inc. (b) 

42,198

1,444,860

Constellation Brands, Inc. - Class A (b) 

6,650

1,261,837

CVS Health Corp. (b) 

16,234

1,206,024

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

Semi-Annual Report | December 31, 201919

Cognios Market Neutral Large Cap Fund


Schedules of Investments (continued)December 31, 2019 (Unaudited)

Shares

Fair Value

Consumer, Non-cyclical - (continued)

General Mills, Inc. (b) 

22,825

$

1,222,507

H&R Block, Inc. (b) 

52,545

1,233,757

Hershey Co. (b) 

8,181

1,202,443

Hormel Foods Corp. (b) 

26,989

1,217,474

Johnson & Johnson (b) 

8,718

1,271,695

Kellogg Co. (b) 

18,496

1,279,183

Kimberly-Clark Corp. (b) 

8,887

1,222,407

Lamb Weston Holdings, Inc. (b) 

14,505

1,247,865

McCormick & Co., Inc. (b) 

7,124

1,209,157

Molson Coors Brewing Co. - Class B (b) 

24,083

1,298,074

PepsiCo, Inc. (b) 

8,947

1,222,786

Procter & Gamble Co. (b) 

9,803

1,224,395

Quest Diagnostics, Inc. (b) 

11,526

1,230,862

Sysco Corp. (b) 

14,763

1,262,827

Tyson Foods, Inc. - Class A (b) 

13,551

1,233,683

UnitedHealth Group, Inc. (b) 

4,395

1,292,042

Varian Medical Systems, Inc. (a) (b) 

8,365

1,249,229

 

33,627,727

Energy - 5.42%

Cabot Oil & Gas Corp. (b) 

75,801

1,319,695

Diamondback Energy, Inc. (b) 

14,922

1,385,657

Occidental Petroleum Corp. (b) 

31,590

1,301,824

 

4,007,176

Financials - 21.77%

Aflac, Inc. (b) 

23,117

1,222,889

Allstate Corp. (b) 

11,076

1,245,496

Aon PLC (b) 

5,975

1,244,533

Arthur J Gallagher & Co. (b) 

13,166

1,253,798

Berkshire Hathaway, Inc. (a) (b) 

5,648

1,279,272

Cboe Global Markets, Inc. (b) 

10,269

1,232,280

Hartford Financial Services Group, Inc. (b) 

20,207

1,227,979

Intercontinental Exchange, Inc. (b) 

13,039

1,206,759

Nasdaq, Inc. (b) 

11,690

1,251,999

Progressive Corp. (b) 

16,863

1,220,713

Public Storage (b) 

5,750

1,224,520

Western Union Co. (b) 

45,454

1,217,258

Willis Towers Watson PLC (b) 

6,296

1,271,414

 

16,098,910

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, 2019 (Unaudited)

Shares

Fair Value

Industrials - 8.43%

Amcor PLC (b) 

117,170

$

1,270,123

CH Robinson Worldwide, Inc. (b) 

16,018

1,252,608

Northrop Grumman Corp. (b) 

3,540

1,217,654

Republic Services, Inc. (b) 

13,856

1,241,913

Waste Management, Inc. (b) 

10,988

1,252,192

 

6,234,490

Technology - 6.80%

Activision Blizzard, Inc. (b) 

22,309

1,325,601

Akamai Technologies, Inc. (a) (b) 

14,476

1,250,437

Paychex, Inc. (b) 

14,429

1,227,331

Take-Two Interactive Software, Inc. (a) (b) 

9,989

1,222,953

 

5,026,322

 

TOTAL COMMON STOCK (Cost $84,624,588)

93,676,237

 

SHORT-TERM INVESTMENTS - 1.99%

BlackRock Liquidity Funds T-Fund Portfolio -
Retail Class, 1.24 %
(c) 

1,469,640

1,469,640

 

TOTAL SHORT-TERM INVESTMENTS (Cost $1,469,640)

1,469,640

 

TOTAL INVESTMENTS (Cost $86,094,228) - 128.67%

$

95,145,877

SECURITIES SOLD SHORT (Proceeds $72,524,689) - (113.09%)

(83,627,506)

OTHER ASSETS IN EXCESS OF LIABILITES, NET - 84.42%

62,428,693

NET ASSETS - 100%

$

73,947,064

 

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, 2019, is subject to change and resets daily.

 

The following abbreviations are used in this portfolio:

PLC - Public Limited Company

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

Semi-Annual Report | December 31, 201921

Shares

Fair Value

Cognios Market Neutral Large Cap Fund


Schedule of Securities Sold ShortDecember 31, 2019 (Unaudited)

COMMON STOCK - 113.09%

Basic Materials - 5.30%

Air Products & Chemicals, Inc.

2,365

$

555,751

CF Industries Holdings, Inc.

12,096

577,463

DuPont de Nemours, Inc.

8,601

552,184

Ecolab, Inc.

2,927

564,882

International Flavors & Fragrances, Inc.

3,868

499,049

Linde PLC

2,676

569,720

Newmont Mining Corp.

13,774

598,480

 

3,917,529

Communications - 5.29%

Comcast Corp. - Class A

12,452

559,966

Corning, Inc.

19,605

570,702

NortonLifeLock, Inc.

21,493

548,501

T-Mobile US, Inc.

7,155

561,095

Twitter, Inc.

18,086

579,656

Verizon Communications, Inc.

8,999

552,539

Walt Disney Co.

3,718

537,734

 

3,910,193

Consumer, Cyclical - 6.73%

Advance Auto Parts, Inc.

3,608

577,857

CarMax, Inc.

5,613

492,092

Chipotle Mexican Grill, Inc.

667

558,352

Dollar Tree, Inc.

5,990

563,360

DR Horton, Inc.

10,061

530,718

Genuine Parts Co.

5,293

562,275

Lennar Corp.

9,252

516,169

Newell Brands, Inc.

28,624

550,153

Under Armour, Inc. - Class A

28,926

624,802

 

4,975,778

Consumer, Non-cyclical - 31.09%

Abbott Laboratories

6,418

557,467

Anthem, Inc.

1,942

586,542

Archer-Daniels-Midland Co.

12,508

579,746

Automatic Data Processing, Inc.

3,232

551,056

Becton Dickinson and Co.

2,111

574,129

Boston Scientific Corp.

12,580

568,868

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, 2019 (Unaudited)

Brown-Forman Corp. - Class B

8,741

$

590,892

Centene Corp.

9,061

569,665

Cigna Corp.

2,775

567,460

Coca-Cola Co.

10,097

558,869

Coty, Inc.

46,073

518,321

Danaher Corp.

3,702

568,183

DENTSPLY SIRONA, Inc.

9,409

532,455

Edwards Lifesciences Corp.

2,263

527,935

Eli Lilly & Co.

4,573

601,029

Estee Lauder Cos., Inc.

2,774

572,942

Global Payments, Inc.

3,080

562,373

Henry Schein, Inc.

7,855

524,086

Hologic, Inc.

10,407

543,349

IDEXX Laboratories, Inc.

2,162

564,563

IHS Markit Ltd.

7,474

563,166

Illumina, Inc.

1,687

559,645

Intuitive Surgical, Inc.

940

555,681

IQVIA Holdings, Inc.

3,713

573,696

JM Smucker Co.

5,123

533,458

Kraft Heinz Co.

17,593

565,263

Kroger Co.

20,203

585,685

MarketAxess Holdings, Inc.

1,458

552,742

Medtronic PLC

4,859

551,254

Merck & Co., Inc.

6,161

560,343

Mondelez International, Inc. - Class A

10,168

560,053

PayPal Holdings, Inc.

5,232

565,945

Pfizer, Inc.

14,272

559,177

ResMed, Inc.

3,635

563,316

Rollins, Inc.

15,796

523,795

Stryker Corp.

2,683

563,269

Teleflex, Inc.

1,507

567,295

Thermo Fisher Scientific, Inc.

1,717

557,802

Varian Medical Systems, Inc.

3,938

559,235

Zimmer Biomet Holdings, Inc.

3,682

551,122

Zoetis, Inc.

4,516

597,693

 

22,989,565

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

Semi-Annual Report | December 31, 201923

Cognios Market Neutral Large Cap Fund


Schedule of Securities Sold Short (continued)December 31, 2019 (Unaudited)

Shares

Fair Value

Energy - 3.08%

Chevron Corp.

4,620

$

556,756

Exxon Mobil Corp.

7,890

550,564

Kinder Morgan, Inc.

27,784

588,187

ONEOK, Inc.

7,689

581,827

 

2,277,334

Financials - 29.77%

Alexandria Real Estate Equities, Inc.

3,385

546,948

American Express Co.

4,571

569,044

American Tower Corp.

2,583

593,625

Apartment Investment & Management Co.

10,399

537,108

Assurant, Inc.

4,189

549,094

AvalonBay Communities, Inc.

2,547

534,106

Boston Properties, Inc.

3,935

542,479

Chubb Ltd.

3,625

564,268

Cincinnati Financial Corp.

5,215

548,357

CME Group, Inc.

2,663

534,517

Crown Castle International Corp.

4,071

578,693

Digital Realty Trust, Inc.

4,604

551,283

Duke Realty Corp.

15,527

538,321

Equinix, Inc.

972

567,356

Equity Residential

6,492

525,333

Essex Property Trust, Inc.

1,763

530,416

Everest Re Group Ltd.

2,039

564,477

Extra Space Storage, Inc.

5,127

541,514

Federal Realty Investment Trust

4,170

536,804

First Republic Bank

4,855

570,220

Healthpeak Properties, Inc.

15,919

548,728

Host Hotels & Resorts, Inc.

30,570

567,074

Iron Mountain, Inc.

16,755

533,982

Kimco Realty Corp.

25,774

533,780

Loews Corp.

10,960

575,290

Macerich Co.

20,174

543,084

Marsh & McLennan Cos, Inc.

5,093

567,411

Mastercard, Inc. - Class A

1,888

563,738

Mid-America Apartment Communities, Inc.

4,058

535,088

Prologis, Inc.

5,988

533,770

Realty Income Corp.

7,207

530,651

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

24www.cogniosfunds.com

Shares

Fair Value

Utilities - (continued)

Cognios Market Neutral Large Cap Fund


Schedule of Securities Sold Short (continued)December 31, 2019 (Unaudited)

Regency Centers Corp.

8,520

$

537,527

SBA Communications Corp.

2,337

563,194

Simon Property Group, Inc.

3,684

548,769

SL Green Realty Corp.

6,325

581,141

Travelers Cos., Inc.

4,044

553,826

UDR, Inc.

11,463

535,322

Ventas, Inc.

9,481

547,433

Vornado Realty Trust

8,369

556,539

Welltower, Inc.

6,530

534,023

 

22,014,333

Industrials - 5.96%

Ball Corp.

8,291

536,179

Deere & Co.

3,300

571,758

General Electric Co.

3,011

530,990

Kansas City Southern

3,601

551,529

L3Harris Technologies, Inc.

2,830

559,972

Martin Marietta Materials, Inc.

2,017

564,034

TransDigm Group, Inc.

963

539,280

Vulcan Materials Co.

3,845

553,642

 

4,407,384

Technology - 5.28%

Adobe, Inc.

1,795

592,009

Broadridge Financial Solutions, Inc.

4,420

546,047

Fidelity National Information Services, Inc.

3,969

552,048

Fiserv, Inc.

4,765

550,977

Jack Henry & Associates, Inc.

3,630

528,782

MSCI, Inc.

2,083

537,789

Qorvo, Inc.

5,142

597,655

 

3,905,307

Utilities - 20.59%

Alliant Energy Corp.

10,350

566,352

Ameren Corp.

7,285

559,488

American Electric Power Co., Inc.

5,929

560,350

American Water Works Co., Inc.

4,448

546,437

Atmos Energy Corp.

5,130

573,842

CenterPoint Energy, Inc.

21,976

599,286

CMS Energy Corp.

8,905

559,590

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

Semi-Annual Report | December 31, 201925

Shares

Fair Value

Utilities - (continued)

Cognios Market Neutral Large Cap Fund


Schedule of Securities Sold Short (continued)December 31, 2019 (Unaudited)

Consolidated Edison, Inc.

6,315

571,318

Dominion Energy, Inc.

6,753

559,283

DTE Energy Co.

4,379

568,701

Duke Energy Corp.

6,120

558,205

Edison International

7,687

579,677

Entergy Corp.

4,633

555,033

Evergy, Inc.

8,649

562,963

Eversource Energy

6,701

570,054

Exelon Corp.

12,181

555,332

FirstEnergy Corp.

11,291

548,743

NextEra Energy, Inc.

2,338

566,170

NiSource, Inc.

20,490

570,442

NRG Energy, Inc.

14,037

557,971

Pinnacle West Capital Corp.

6,344

570,516

PPL Corp.

15,896

570,348

Public Service Enterprise Group, Inc.

9,318

550,228

Sempra Energy

3,725

564,263

Southern Co.

8,751

557,439

WEC Energy Group, Inc.

6,140

566,292

Xcel Energy, Inc.

8,848

561,760

 

15,230,083

 

TOTAL COMMON STOCK (Proceeds $72,524,689)

83,627,506

 

TOTAL SECURITIES SOLD SHORT (Proceeds $72,524,689)

$

83,627,506

 

Percentages are stated as a percent of net assets.

 

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, 2019 (Unaudited)

Cognios
Large Cap
Value Fund

Cognios
Large Cap
Growth Fund

Cognios
Market Neutral
Large Cap Fund

Assets:

Total Investments, at cost

$32,848,436

$42,429,489

$86,094,228

Investments, at value

$35,929,572

$50,314,454

$95,145,877

Cash and cash equivalents

481,581

842,084

636,847

Deposits at broker for securities sold short

61,867,527

Due from adviser

11

Receivables:

Interest

170

493

21,326

Dividends

55,814

30,463

161,267

Fund shares sold

5,000

36,224

Prepaid expenses

5,920

6,133

24,464

Total assets

36,478,068

51,193,627

157,893,532

 

Liabilities:

Securities sold short, at proceeds

72,524,689

Securities sold short, at value

83,627,506

Payables:

Dividends on securities sold short

193,761

Due to broker

8,770,406

Fund shares redeemed

30,473

Due to adviser

808

18,667

61,114

Accrued distribution (12b-1) fees

236

2,153

3,303

Due to administrator

5,638

8,603

11,785

Accrued expenses

1,525

5,833

18,526

Total liabilities

8,778,613

35,256

83,946,468

Net Assets

$27,699,455

$51,158,371

$73,947,064

 

Sources of Net Assets:

Paid-in capital

$24,883,882

$43,011,730

$78,877,647

Total distributable earnings

2,815,573

8,146,641

(4,930,583)

Total Net Assets

$27,699,455

$51,158,371

$73,947,064

 

Investor Class Shares:

Net assets

$1,188,353

$10,199,439

$15,286,242

Shares Outstanding ($0 par value, unlimited shares of beneficial interest authorized)

124,502

729,779

1,493,636

Net Asset Value, Offering and Redemption Price Per Share

$9.54

$13.98

$10.23

 

Institutional Class Shares:

Net assets

$26,511,102

$40,958,932

$58,660,822

Shares Outstanding ($0 par value, unlimited shares of beneficial interest authorized)

2,778,957

2,922,762

5,631,353

Net Asset Value, Offering and Redemption Price Per Share

$9.54

$14.01

$10.42

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

Semi-Annual Report | December 31, 201927

Cognios Funds

Statements of OperationsDecember 31, 2019 (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,
2019

For the
Six Month
Period Ended
December 31,
2019

For the
Six Month
Period Eended
December 31,
2019

(Unaudited)

(Unaudited)

(Unaudited)

Investment income:

Dividends

$381,804

$265,425

$1,153,915

Interest

1,597

5,153

299,488

Total investment income

383,401

270,578

1,453,403

 

Expenses:

Advisory fees (Note 5)

80,478

168,172

565,979

Distribution (12b-1) fees - Investor Class

1,031

12,378

20,649

Accounting and transfer agent fees and expenses

46,163

63,939

87,718

Dividend expense on securities sold short

1,004,368

Interest expense

135,180

Legal fees

11,511

6,837

15,333

Trustee fees and expenses

11,412

11,412

11,412

Compliance officer fees

9,049

9,049

9,049

Custodian fees

7,038

4,525

9,551

Miscellaneous

7,714

7,141

16,492

Audit fees

6,536

6,536

7,290

Pricing fees

8,044

2,263

15,585

Insurance

1,097

1,332

1,679

Registration and filing fees

779

1,499

13,395

Reports to shareholders

252

252

252

Total expenses

326,284

295,335

1,778,752

Less: fees waived and expenses reimbursed
by Adviser

(84,834

)

(66,736

)

(167,463

)

Less: fees waived by administrator

Net expenses

241,450

228,599

1,611,289

 

Net investment income (loss)

141,951

41,979

(157,886

)

 

Realized and unrealized gain (loss):

Net realized gain (loss) on:

Investments

1,055,439

1,760,285

3,452,510

Securities sold short

(4,090,681

)

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

1,055,439

1,760,285

(638,171

)

 

Net change in unrealized appreciation (depreciation) on:

Investments

1,103,687

2,395,705

3,820,945

Securities sold short

(974,085

)

Net change in unrealized appreciation on:

1,103,687

2,395,705

2,846,860

 

Net realized and unrealized gain on investments and securities sold short

2,159,126

4,155,990

2,208,689

 

Net increase in net assets resulting from operations

$2,301,077

$4,197,969

$2,050,803

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, 2019 (Unaudited)

Cognios
Large Cap
Value Fund

Increase (decrease) in cash:

Cash flows from operating activities:

Net increase in net assets from operations

$2,301,077

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

Purchase of investment securities

(13,488,251

)

Proceeds from disposition of investment securities and proceeds from return of capital

6,382,858

Decrease in due from advisor

15,313

Increase in interest receivable

(12

)

Increase in dividends receivable

(22,117

)

Increase in prepaid expenses

(2,155

)

Increase in due to broker

4,898

Decrease in accrued expenses

(23,508

)

Net unrealized appreciation on investment securities

(1,103,687

)

Net realized gain on investment securities

(1,055,439

)

Net cash provided from operating activities

(6,991,023

)

 

Cash flows from financing activities:

Proceeds from loan

10,757,220

Payments on loan

(8,726,939

)

Proceeds from Fund shares sold

5,113,582

Payment on Fund shares redeemed

(209,714

)

Net cash from financing activities

6,934,149

 

Net decrease in cash

$(56,874

)

 

Cash:

Beginning of period

$538,455

End of period

481,581

 

Supplemental disclosure of cash flow information:

Noncash financing activities not included herein consist of an increase in receivable
for fund shares sold of $2,570.

Interest paid by the Fund for outstanding balances on the line of credit amounted
to $135,180.

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

Semi-Annual Report | December 31, 201929

Cognios Funds

Statement of Cash FlowsFor the Six Month Period Ended December 31, 2019 (Unaudited)

Cognios
Market Neutral
Large Cap Fund

Increase (decrease) in cash:

Cash flows from operating activities:

Net decrease in net assets from operations

$2,050,803

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

Purchase of investment securities

(54,239,969

)

Proceeds from disposition of investment securities and proceeds from return of capital

80,516,394

Purchases of short-term investment securities, net

589,454

Decrease in segregated cash with brokers

2,763,381

Decrease in deposits with brokers for securities sold short

11,675,056

Decrease in interest receivable

52,644

Decrease in dividends receivable

20,288

Increase in prepaid expenses

(11,430

)

Proceeds from securities sold short

37,707,591

Payments to cover securities sold short

(58,433,091

)

Increase in payable for dividends on securities sold short

64,868

Decrease in accrued expenses

(24,645

)

Net unrealized depreciation on investment securities and securities sold short

(2,846,860

)

Net realized gain on investment securities and securities sold short

638,171

Net cash received for operating activities

20,522,655

 

Cash flows from financing activities:

Proceeds from Fund shares sold

6,721,727

Payment on Fund shares redeemed

(27,244,382

)

Net cash from financing activities

(20,522,655

)

 

Net increase in cash

$

 

Cash:

Beginning of period

$

End of period

 

Supplemental disclosure of cash flow information:

Noncash financing activities not included herein consist of a decrease in receivable
for fund shares sold of $28,959 and an increase in payable for Fund shares
redeemed of $7,853.

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

30www.cogniosfunds.com

Cognios Funds

Statements of Changes in Net AssetsDecember 31, 2019 (Unaudited)

Cognios Large Cap Value Fund

For the
Six Month
Period ended
December 31, 2019

For the
Year Ended
June 30, 2019

(Unaudited)

Increase (decrease) in net assets from:

Operations:

Net investment income

$141,951

$324,004

Net realized gain on investments

1,055,439

1,708,063

Net change in unrealized appreciation on investments

1,103,687

283,029

Net increase in net assets resulting from operations 

2,301,077

2,315,096

 

Distributions to shareholders from:

Total distributable earnings - Investor Class

(78,029

)

(70,793

)

Total distributable earnings - Institutional Class

(1,903,561

)

(3,532,653

)

Total distributions

(1,981,590

)

(3,603,446

)

 

Capital share transactions (Note 3):

Increase (decrease) in net assets from capital
share transactions

6,888,028

(3,258,616

)

 

Increase (decrease) in net assets

7,207,515

(4,546,966

)

 

Net Assets:

Beginning of year/period (Note 1)

20,491,940

25,038,906

 

End of year/period

$27,699,455

$20,491,940

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

Semi-Annual Report | December 31, 201931

Cognios Funds

Statements of Changes in Net AssetsDecember 31, 2019 (Unaudited)

Cognios Large Cap Growth Fund

For the
Six Month
Period Ended
December 31, 2019

For the
Period Ended
June 30, 2019

(Unaudited)

Increase (decrease) in net assets from:

Operations:

Net investment income

$41,979

$223,556

Net realized gain on investments

1,760,285

2,152,141

Net change in unrealized appreciation on investments

2,395,705

1,933,783

Net increase in net assets resulting from operations 

4,197,969

4,309,480

 

Distributions to shareholders from:

Total distributable earnings - Investor Class

(422,180)

(476,672)

Total distributable earnings - Institutional Class

(1,754,836)

(1,514,121)

Total distributions

(2,177,016)

(1,990,793)

 

Capital share transactions (Note 3):

Increase in net assets from capital share transactions

3,554,466

6,801,131

 

Increase in net assets

5,575,419

9,119,818

 

Net Assets:

Beginning of year/period (Note 1)

45,582,952

36,463,134

 

End of year/period

$51,158,371

$45,582,952

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

32www.cogniosfunds.com

Cognios Funds

Statements of Changes in Net AssetsDecember 31, 2019 (Unaudited)

Cognios Market Neutral Large Cap Fund

For the
Six Month
Period Ended
December 31, 2019

For the
Year Ended
June 30, 2019

(Unaudited)

Increase (decrease) in net assets from:

Operations:

Net investment loss

$(157,886

)

$(56,786

)

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

(638,171

)

3,278,229

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

2,846,860

(6,631,188

)

Net increase (decrease) in net assets resulting from operations 

2,050,803

(3,409,745

)

 

Capital share transactions (Note 3):

Increase (decrease) in net assets from capital share transactions

(20,559,467

)

31,731,398

 

Increase (decrease) in net assets

(18,508,664

)

28,321,653

 

Net Assets:

Beginning of year/period (Note 1)

92,455,728

64,134,075

 

End of year/period

$73,947,064

$92,455,728

[This page intentionally left blank]

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

Semi-Annual Report | December 31, 201935

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

34www.cogniosfunds.com

Cognios Funds

Financial HighlightsDecember 31, 2019 (Unaudited)

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

Cognios Large Cap Value Fund

Investor Class

Investor Class

For the Six Month
Period Ended
December 31, 2019

For the
Year Ended
June 30, 2019

For the
Year Ended
June 30, 2018

For the
Period Ended
June 30, 2017
(a) 

(Unaudited)

Net Asset Value, Beginning of Year/Period

$9.44

$10.23

$10.79

$10.00

 

Investment Operations:

Net investment income

0.09

0.11

0.12

0.04

Net realized and unrealized gain on investments

0.74

0.92

1.29

0.75

Total from investment operations

0.83

1.03

1.41

0.79

 

Distributions:

From net investment income

(0.08

)

(0.19

)

(0.18

)

0.00

(b)

From net realized capital gains

(0.65

)

(1.63

)

(1.79

)

Total distributions

(0.73

)

(1.82

)

(1.97

)

0.00

 

Net Asset Value, End of Year/Period

$9.54

$9.44

$10.23

$10.79

 

Total Return(c) 

8.86%

(d) 

12.90%

13.58%

7.92%

(d) 

 

Ratios/Supplemental Data

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

$1,188

$545

$25

$11

 

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

Expenses before fees waived and expenses reimbursed

2.88%

(e) 

2.96%

1.62%

1.52%

(e) 

Expenses after fees waived and expenses reimbursed

2.19%

(e) 

2.07%

1.10%

1.10%

(e) 

Net investment income after fees waived and expenses reimbursed

0.91%

(e) 

1.39%

0.85%

0.79%

(e) 

 

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

Expenses before fees waived and expenses reimbursed

1.79%

(e) 

1.99%

1.62%

1.52%

(e) 

Expenses after fees waived and expenses reimbursed

1.10%

(e) 

1.10%

1.10%

1.10%

(e) 

Net investment income after fees waived and expenses reimbursed

2.00%

(e) 

0.42%

0.85%

0.79%

(e) 

 

Portfolio turnover rate

20%

(d) 

64%

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, 201937

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

36www.cogniosfunds.com

Cognios Funds

Financial Highlights (continued)December 31, 2019 (Unaudited)

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

Cognios Large Cap Value Fund

Institutional Class

Institutional Class

For the Six Month
Period Ended
December 31, 2019

For the
Year Ended
June 30, 2019

For the
Year Ended
June 30, 2018

For the
Period Ended
June 30, 2017
(a) 

(Unaudited)

Net Asset Value, Beginning of Year/Period

$9.43

$10.25

$10.80

$10.00

 

Investment Operations:

Net investment income

0.04

0.18

0.20

0.06

Net realized and unrealized gain on investments

0.81

0.82

1.23

0.75

Total from investment operations

0.85

1.00

1.43

0.81

 

Distributions:

From net investment income

(0.09

)

(0.19

)

(0.19

)

(0.01

)

From net realized capital gains

(0.65

)

(1.63

)

(1.79

)

Total distributions

(0.74

)

(1.82

)

(1.98

)

(0.01

)

 

Net Asset Value, End of Year/Period

$9.54

$9.43

$10.25

$10.80

 

Total Return(b) 

9.12%

(c) 

12.56%

13.87%

8.09%

(c) 

 

Ratios/Supplemental Data

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

$26,511

$19,947

$25,014

$40,514

 

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

Expenses before fees waived and expenses reimbursed

2.63%

(d) 

2.71%

1.37%

1.27%

(d) 

Expenses after fees waived and expenses reimbursed

1.94%

(d) 

1.82%

0.85%

0.85%

(d) 

Net investment income after fees waived and expenses reimbursed

1.16%

(d) 

1.64%

1.10%

1.04%

(d) 

 

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

Expenses before fees waived and expenses reimbursed

1.54%

(d) 

1.74%

1.37%

1.27%

(d) 

Expenses after fees waived and expenses reimbursed

0.85%

(d) 

0.85%

0.85%

0.85%

(d) 

Net investment income after fees waived and expenses reimbursed

2.25%

(d) 

0.67%

1.10%

1.04%

(d) 

 

Portfolio turnover rate

20%

(c) 

64%

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.

Semi-Annual Report | December 31, 201939

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

38www.cogniosfunds.com

Cognios Funds

Financial Highlights (continued)December 31, 2019 (Unaudited)

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

Cognios Large Cap Growth Fund

Investor Class

Investor Class

For the
Six Month
Period Ended
December 31, 2019

For the
Year Ended
June 30, 2019

For the
Year Ended
June 30, 2018

For the
Period Ended
June 30, 2017
(a) 

(Unaudited)

Net Asset Value, Beginning of Year/Period

$13.42

$12.98

$11.19

$10.00

 

Investment Operations:

Net investment income (loss)

(0.00

)(e) 

0.05

0.03

0.02

Net realized and unrealized gain on investments

1.15

1.05

2.83

1.18

Total from investment operations

1.15

1.10

2.86

1.20

 

Distributions:

From net investment income

(0.05

)

(0.04

)

(0.01

)

From net realized capital gains

(0.54

)

(0.66

)

(1.03

)

Total distributions

(0.59

)

(0.66

)

(1.07

)

(0.01

)

 

Net Asset Value, End of Year/Period

$13.98

$13.42

$12.98

$11.19

 

Total Return(b) 

8.64%

(c) 

9.42%

26.50%

11.98%

(c) 

 

Ratios/Supplemental Data

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

$10,199

$9,788

$9,462

$10

 

Ratio of expenses to average net assets:

Before fees waived and expenses reimbursed

1.43%

(d) 

1.49%

1.76%

3.42%

(d) 

After fees waived and expenses reimbursed

1.15%

(d) 

1.15%

1.15%

1.15%

(d) 

 

Ratio of net investment income (loss):

After fees waived and expenses reimbursed

(0.02)%

(d) 

0.36%

0.04%

0.30%

(d) 

 

Portfolio turnover rate

88%

(c) 

230%

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.

(e)Net investment loss per share was less than $0.005 per share during the six month period ended December 31, 2019.

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

Semi-Annual Report | December 31, 201941

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

40www.cogniosfunds.com

Cognios Funds

Financial Highlights (continued)December 31, 2019 (Unaudited)

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

Cognios Large Cap Growth Fund

Institutional Class

Institutional Class

For the Six Month Period Ended
December 31, 2019

For the
Year Ended
June 30, 2019

For the
Year Ended
June 30, 2018

For the
Period Ended
June 30, 2017
(a) 

(Unaudited)

Net Asset Value, Beginning of Year/Period

$13.47

$13.02

$11.20

$10.00

 

Investment Operations:

Net investment income

0.01

0.07

0.04

0.04

Net realized and unrealized gain on investments

1.15

1.06

2.86

1.17

Total from investment operations

1.16

1.13

2.90

1.21

 

Distributions:

From net investment income

(0.08

)

(0.02

)

(0.05

)

(0.01

)

From net realized capital gains

(0.54

)

(0.66

)

(1.03

)

Total distributions

(0.62

)

(0.68

)

(1.08

)

(0.01

)

 

Net Asset Value, End of Year/Period

$14.01

$13.47

$13.02

$11.20

 

Total Return(b) 

8.71%

(c) 

9.64%

26.84%

12.14%

(c) 

 

Ratios/Supplemental Data

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

$40,959

$35,795

$27,001

$4,948

 

Ratio of expenses to average net assets:

Before fees waived and expenses reimbursed

1.18%

(d) 

1.24%

1.51%

3.17%

(d) 

After fees waived and expenses reimbursed

0.90%

(d) 

0.90%

0.90%

0.90%

(d) 

 

Ratio of net investment income:

After fees waived and expenses reimbursed

0.23%

(d) 

0.61%

0.29%

0.55%

(d) 

 

Portfolio turnover rate

88%

(c) 

230%

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.

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

Semi-Annual Report | December 31, 201943

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

42www.cogniosfunds.com

Cognios Funds

Financial Highlights (continued)December 31, 2019 (Unaudited)

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/period indicated.

Cognios Market Neutral Large Cap Fund

Cognios Market Neutral Large Cap Fund

Investor Class

Investor Class

 

For the Six Month
Period Ended
December 31, 2019

For the
Year Ended
June 30, 2019

For the
Period Ended
June 30, 2018
(a) 

For the
Year Ended
September 30, 2017

For the
Year Ended
September 30, 2016

For the
Year Ended
September 30, 2015

(Unaudited)

Net Asset Value, Beginning of Year/Period

$10.00

$10.31

$9.32

$9.93

$9.68

$10.77

 

Investment Operations:

Net investment loss(b) 

(0.03

)

(0.05

)

(0.08

)

(0.13

)

(0.15

)

(0.20

)

Net realized and unrealized gain (loss) on investments

0.26

(0.26

)

1.07

(0.33

)

0.45

0.60

Total from investment operations

0.23

(0.31

)

0.99

(0.46

)

0.30

0.40

 

Distributions:

From net realized capital gains

(0.15)

(0.05

)

(1.49

)

Total distributions

(0.15)

(0.05

)

(1.49

)

 

Net Asset Value, End of Year/Period

$10.23

$10.00

$10.31

$9.32

$9.93

$9.68

 

Total Return(c) 

2.30%

(d) 

(3.01)%

10.62%

(d) 

(4.65)%

3.15%

4.47%

(g) 

 

Ratios/Supplemental Data

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

$15,286

17,931

$19,771

$22,997

$43,779

$6,253

 

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

Expenses before fees waived and expenses reimbursed

4.60%

(e) 

4.27%

4.09%

(e) 

3.87%

4.07%

6.06%

Expenses after fees waived and expenses reimbursed

4.18%

(e) 

3.88%

3.66%

(e)(h) 

3.72%

3.80%

4.12%

(f) 

Net investment loss after fees waived and expenses reimbursed

(0.59)%

(e) 

(0.26)%

(0.98)%

(e) 

(1.42)%

(1.53)%

(2.06)%

 

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

Expenses before fees waived and expenses reimbursed

2.12%

(e) 

2.08%

2.30%

(e) 

2.10%

2.22%

4.04%

Expenses after fees waived and expenses reimbursed

1.70%

(e) 

1.69%

1.87%

(e)(h) 

1.95%

1.95%

2.10%

(f) 

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

1.89%

(e) 

1.93%

0.81%

(e) 

0.35%

0.32%

(0.04)%

 

Portfolio turnover rate

54%

(d) 

159%

104%

(d) 

277%

250%

291%

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

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

(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.

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

(g)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%.

(h)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, 201945

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

44www.cogniosfunds.com

Cognios Funds

Financial Highlights (continued)December 31, 2019 (Unaudited)

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

Cognios Market Neutral Large Cap Fund

Institutional Class

Institutional Class

For the Six
Month Period Ended
December 31, 2019

For the
Year Ended
June 30, 2019

For the
Period Ended
June 30, 2018
(a) 

For the
Year Ended
September 30, 2017

For the
Year Ended
September 30, 2016

For the
Year Ended
September 30, 2015

 

(Unaudited)

Net Asset Value, Beginning of Year/Period

$10.17

$10.46

$9.44

$10.02

$9.76

$10.82

 

Investment Operations:

Net investment income (loss)(b) 

(0.02

)

0.01

(0.05

)

(0.11

)

(0.13

)

(0.18

)

Net realized and unrealized gain (loss) on investments

0.27

(0.30

)

1.07

(0.32

)

0.44

0.61

Total from investment operations

0.25

(0.29

)

1.02

(0.43

)

0.31

0.43

 

Distributions:

From net investment income

From net realized capital gains

(0.15

)

(0.05

)

(1.49

)

Total distributions

(0.15

)

(0.05

)

(1.49

)

 

Net Asset Value, End of Year/Period

$10.42

$10.17

$10.46

$9.44

$10.02

$9.76

 

Total Return(c) 

2.46%

(d) 

(2.77)%

10.81%

(d) 

(4.31)%

3.23%

4.77%

(g) 

 

Ratios/Supplemental Data

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

$58,661

$74,525

$44,363

$38,856

$113,499

$10,402

 

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

Expenses before fees waived and expenses reimbursed

4.35%

(e) 

4.02%

3.84%

(e) 

3.62%

3.83%

5.81%

Expenses after fees waived and expenses reimbursed

3.93%

(e) 

3.63%

3.41%

(e)(h) 

3.47%

3.55%

3.86%

(f) 

Net investment loss after fees waived and expenses reimbursed

(0.34)%

(e) 

(0.01)%

(0.73)%

(e) 

(1.14)%

(1.30)%

(1.80)%

 

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

Expenses before fees waived and expenses reimbursed

1.87%

(e) 

1.83%

2.05%

(e) 

1.85%

1.98%

3.79%

Expenses after fees waived and expenses reimbursed

1.45%

(e) 

1.44%

1.62%

(e)(h) 

1.70%

1.70%

1.84%

(f) 

Net investment income after fees waived and expenses reimbursed

2.14%

(e) 

2.18%

1.06%

(e) 

0.63%

0.55%

0.21%

 

Portfolio turnover rate

54%

(d) 

159%

104%

(d) 

277%

250%

291%

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

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

(c)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.

(d)Not annualized.

(e)Annualized.

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

(g)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 4.44%.

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

 

46www.cogniosfunds.com

Cognios Funds

Notes to the Financial StatementsDecember 31, 2019 (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”). Pursuant to a reorganization that took place on May 7, 2018, the Market Neutral Fund is a successor by merger to a series of ALPS Series Trust (the “Predecessor Fund”).

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 uncertain 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 years ended June 30, 2017. June 30, 2018 and June 30, 2019 for the Value Fund and Growth Fund and for the years ended September 30, 2017, September 30, 2018 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, 2019, 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, 2019, 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, 201947

Cognios Funds

Notes to the Financial StatementsDecember 31, 2019 (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, 2019.

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.

 

48www.cogniosfunds.com

Cognios Funds

Notes to the Financial StatementsDecember 31, 2019 (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, 201949

Cognios Funds

Notes to the Financial StatementsDecember 31, 2019 (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, 2019:

Categories(a) 

Level 1

 

Level 2

 

Level 3

 

Total

Value Fund:

Assets:

Common Stocks(b) 

$35,929,572

$35,929,572

Total Investments in Securities

$35,929,572

$35,929,572

Growth Fund:

Assets:

Common Stocks(b) 

$50,314,454

$50,314,454

Total Investments in Securities

$50,314,454

$50,314,454

Market Neutral Fund:

Assets:

Common Stocks(b) 

$93,676,237

$93,676,237

Short-Term Investment

1,469,640

1,469,640

Total Investments in Securities

95,145,877

95,145,877

Liabilities:

Common Stocks(b) 

$83,627,506

$83,627,506

Total Securities Sold Short(b) 

$83,627,506

$83,627,506

(a)As of and during the six month period ended December 31, 2019, 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 Investments: Securities Sold Short.

 

50www.cogniosfunds.com

Cognios Funds

Notes to the Financial StatementsDecember 31, 2019 (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, 2019.

3. CAPITAL SHARE TRANSACTIONS

Transactions in shares of capital stock during the six month period ended December 31, 2019 for the Funds were as follows:

Value Fund:

 

Sold

 

Redeemed

 

Reinvested

 

Net Increase (Decrease)

Investor Class Shares

Shares

70,518

(12,027

)

8,301

66,792

Value

$680,324

$(116,361

)

$78,029

$641,992

Institutional Class Shares

Shares

471,406

(9,603

)

202,722

664,525

Value

$4,435,828

$(93,353

)

$1,903,561

$6,246,036

Growth Fund:

 

Sold

 

Redeemed

 

Reinvested

 

Net Increase (Decrease)

Investor Class Shares

Shares

5,371

(35,827

)

30,637

181

Value

$72,127

$(489,300

)

$422,180

$5,007

Institutional Class Shares

Shares

165,393

(28,026

)

127,070

264,437

Value

$ 2,181,529

$(386,906

)

$1,754,836

$3,549,459

Market Neutral Fund:

 

Sold

 

Redeemed

 

Reinvested

 

Net Increase (Decrease)

Investor Class Shares

Shares

35,329

(334,130

)

(298,801

)

Value

$354,577

$(3,379,788

)

$

$(3,025,211

)

Institutional Class Shares

Shares

621,649

(2,318,473

)

(1,696,824

)

Value

$6,338,191

$(23,872,447

)

$

$(17,534,256

)

 

Semi-Annual Report | December 31, 201951

Cognios Funds

Notes to the Financial StatementsDecember 31, 2019 (Unaudited)

Transactions in shares of capital stock during the year ended June 30, 2019 for the Value Fund, the Growth Fund and for the Market Neutral Fund were as follows:

Value Fund:

Sold

Redeemed

Reinvested

Net Increase
(Decrease)

Investor Class Shares

Shares

100,444

(53,888

)

8,729

55,285

Value

$991,420

$(466,314

)

$70,793

$595,899

Institutional Class Shares

Shares

378,723

(1,139,973

)(a) 

434,522

(326,728

)

Value

$3,844,665

$(11,231,833

)(a) 

$3,532,653

$(3,854,515

)

 

Growth Fund:

Sold

Redeemed

Reinvested

Net Increase

Investor Class Shares

Shares

40,042

(81,460

)

41,960

542

Value

$526,774

$(1,061,868

)

$476,672

$(58,422

)

Institutional Class Shares

Shares

1,025,355

(574,154

)

132,934

584,135

Value

$13,153,465

$(7,808,033

)

$1,514,121

$6,859,553

 

Market Neutral Fund:

Sold

Redeemed

Reinvested

Net Increase
(Decrease)

Investor Class Shares

Shares

513,453

(638,747

)

(125,294

)

Value

$5,411,670

$(6,635,939

)

$

$(1,224,269

)

Institutional Class Shares

Shares

4,908,075

(1,822,261

)

3,085,814

Value

$52,079,929

$(19,124,262

)

$

$32,955,667

(a)Includes an in-kind redemption of 474,843 shares at a value of $5,042,833 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.

 

52www.cogniosfunds.com

Cognios Funds

Notes to the Financial StatementsDecember 31, 2019 (Unaudited)

4. INVESTMENT TRANSACTIONS

For the six month period ended December 31, 2019 aggregate purchases and sales of investment securities (excluding short-term investments) were as follows:

Fund

Purchases

Sales
(Long-Term)

In-Kind
Redemption

Value Fund

$13,488,251

 

$6,408,640

 

$

 

Growth Fund

43,054,234

 

41,158,627

 

 

Market Neutral Fund

54,239,968

 

80,516,394

 

 

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

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%

$80,478

Growth Fund

0.70%

168,172

Market Neutral Fund

1.40%

565,979

The Adviser has entered into an Expense Limitation Agreement (“Expense Agreements”) with the Funds under which it has agreed to waive or reduce its fees and to assume other expenses of the Funds, if necessary, in an amount that limits the Funds’ 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 Funds’ business) to not more than the following percentages of average daily net assets of each of the Funds through October 31, 2021:

Fund

Expense
Limitation

Management
Fees Waived

Expenses
Reimbursed

Value Fund

0.85%

 

$80,478

 

$4,356

 

Growth Fund

0.90%

 

66,736

 

 

Market Neutral Fund

1.45%

 

167,463

 

 

 

Semi-Annual Report | December 31, 201953

Cognios Funds

Notes to the Financial StatementsDecember 31, 2019 (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 year in which such waiver occurred, if the Fund is able to make the payment without exceeding the expense limitation in place at the time of the waiver.

At December 31, 2019, 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

June 30,
2023

Totals

Value Fund

$97,135

$158,243

$175,817

$84,834

$516,029

Growth Fund

61,862

99,798

117,193

66,736

345,589

Market Neutral Fund

62,226

322,356

167,463

552,045

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 securities; (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, 2019 the Funds accrued fees pursuant to the Services Agreement as follows:

Fund

Services
Agreement
Fees Accrued

Value Fund

$55,212

Growth Fund

72,988

Market Neutral Fund

96,767

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.

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.

 

54www.cogniosfunds.com

Cognios Funds

Notes to the Financial StatementsDecember 31, 2019 (Unaudited)

For the six month period ended December 31, 2019 the Funds accrued 12b-1 expenses attributable to Investor Class shares as follows:

Fund

12b-1
Fees Accrued

Value Fund

$1,031

Growth Fund

12,378

Market Neutral Fund

20,649

6. SPECIAL CUSTODY AND PLEDGE AGREEMENT

The Value Fund may use borrowings for investment purposes. In determining when and to what extent to employ borrowing (i.e., leverage), the Adviser will consider factors such as the relative risks and returns expected from the portfolio as a whole and the costs of such transactions. These loans may be structured as secured or unsecured loans, and may have fixed or variable interest rates. The Value Fund may borrow an amount equal to as much as one-third of the value of its total assets (which includes the amount borrowed). The Value Fund will only engage in borrowing when the Adviser believes the return from the additional investments will be greater than the costs associated with the borrowing.

Effective May 7, 2018, the Value Fund entered into a Special Custody and Pledge Agreement (the “Pledge Agreement”) with BNP Paribas Securities Corp. and MUFG Union Bank, N.A. to facilitate extensions of credit. As of December 31, 2019, cash and portfolio securities valued at $35,997,389 were held in escrow by the custodian as collateral for extensions of credit made to the Fund. Borrowings under the Pledge Agreement bear interest at the bank’s prime rate plus 1.25%. The rate in effect at December 31, 2019 was 2.79%. For the six month period ended December 31, 2019, the average borrowings and interest rate under the Pledge Agreement were $8,182,056 and 3.16%, respectively. As of December 31, 2019, the amount due to the broker was $8,770,406 which consisted of a borrowing balance of $8,747,309, which represented 31.58% of the Value Fund’s total assets, and $23,097 of interest expense.

7. TAX MATTERS

For U.S. Federal income tax purposes, the cost of securities owned, gross appreciation, gross depreciation, and net unrealized appreciation/(depreciation) of investments and securities sold short at December 31, 2019 were as follows:

Fund

Tax Cost

Gross
Unrealized
Appreciation

Gross
Unrealized
Depreciation

Net
Unrealized
Appreciation

Value Fund

$33,137,353

 

$4,184,972

 

$(1,392,753

$2,792,219

 

Growth Fund

42,494,534

 

8,224,682

 

(404,762

7,819,920

 

Market Neutral Fund

15,526,773

 

13,030,411

 

(17,038,813

(4,008,402

 

Semi-Annual Report | December 31, 201955

Cognios Funds

Notes to the Financial StatementsDecember 31, 2019 (Unaudited)

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, 2019, 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

$

 

$

 

$97,621

 

$709,468

 

$1,688,997

 

$2,496,086

 

Growth Fund

 

 

223,361

 

515,620

 

5,386,707

 

6,125,688

 

Market Neutral Fund

(126,124

)

 

 

 

(6,855,262

)

(6,981,386

)

As of June 30, 2019, the Funds had no 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 total distributable earnings 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, 2019, the Funds recorded reclassifications to increase (decrease) the capital accounts as follows:

Fund

Total
Distributable
Earnings

Paid-in
Capital

Value Fund

$(320,217

$320,217

 

Growth Fund

 

 

Market Neutral Fund

99,194

 

(99,194

The tax character of distributions paid by the Funds during the six month period ended December 31, 2019 were as follows.

Fund

Long-Term
Capital Gains

Ordinary
Income

Value Fund

$1,209,901

 

$771,689

 

Growth Fund

1,907,613

 

269,403

 

Market Neutral Fund

 

 

 

56www.cogniosfunds.com

Cognios Funds

Notes to the Financial StatementsDecember 31, 2019 (Unaudited)

The tax character of distributions paid by the Funds during the year ended June 30, 2019 were as follows.

Fund

Long-Term
Capital Gains

Ordinary
Income

Value Fund

$2,740,586

 

$862,860

 

Growth Fund

840,860

 

1,149,933

 

Market Neutral Fund

 

 

8. 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.

9. 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, 2019, 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.

10. 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.

11. SUBSEQUENT EVENTS

At a quarterly meeting held on January 22, 2020, the Adviser notified that Board of a pending transaction that would transfer the Adviser’s operations to another investment advisory firm, Quantitative Value Technologies, LLC (the “Transaction”). As part of the Transaction, Mr. Francisco Bido, a portfolio manager to the Growth Fund, joined a separate investment advisory firm: F/m Investments LLC (“FMI”) on February 1, 2020.

 

Semi-Annual Report | December 31, 201957

Cognios Funds

Notes to the Financial StatementsDecember 31, 2019 (Unaudited)

In anticipation of the Transaction, the Board unanimously approved an interim investment advisory agreement (the “Interim Advisory Agreement”) with FMI for the management of the Growth Fund; the Interim Advisory Agreement become effective on February 1, 2020, and will expire after 150 days. At a special meeting held on February 12, 2020 (the “Special Meeting”), the Board unanimously approved a new investment advisory agreement with FMI (the “FMI Advisory Agreement”), a name change to the F/m Investments Focused Fund, and to submit the FMI Advisory Agreement to shareholders of the Growth Fund for their approval. Under the Interim and FMI Advisory Agreements, there will be no change to the management fee, and FMI has contractually agreed to maintain the current expense limit through October 31, 2021. A special meeting of the shareholders to approve the FMI Advisory Agreement will be held in April 2020. The Transaction will not result in any change to the investment objective or principal investment strategy of the Growth Fund, and Mr. Bido will continue to manage the fund’s portfolio as he has since the Growth Fund’s inception. If the FMI Advisory Agreement is not approved by shareholders, FMI will continue to serve as the investment adviser of the Growth Fund under the terms of the Interim Advisory Agreement until the Board considers and approves an alternative arrangement or closes the Growth Fund.

In further anticipation of the Transaction, at the Special Meeting the Board unanimously approved a new investment advisory agreement with Quantitative Value Technologies, LLC (“QVT”) for the Market Neutral and Value Fund (the “QVT Advisory Agreement”). QVT is owned by Jonathan C. Angrist and Brian J. Machtley, portfolio managers of the Market Neutral and Value Funds and co-founders of the Adviser. Under the terms of the Transaction, the QVT will acquire the intellectual property rights to do business as “Cognios Capital.” Under the QVT Advisory Agreements, there will be no change to the management fee, and QVT has contractually agreed to maintain the current expense limit through October 31, 2021. A special meeting of the shareholders to approve the QVT Advisory Agreement will be held in April 2020. The Transaction will not result in any change to the investment objective or principal investment strategy of the Market Neutral and Value Funds, and Messrs. Angrist and Machtley will continue to manage the funds’ portfolio as they have done since the funds’ inceptions. If the QVT Advisory Agreement is not approved by shareholders or the Transaction is not completed, the Adviser will continue to serve as the investment adviser of the Market Neutral and Value Funds under the terms of the current investment advisory agreement until the Board considers and approves an alternative arrangement or closes the Market Neutral or Value Funds.

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 other subsequent events requiring recognition or disclosure in the financial statements.

 

58www.cogniosfunds.com

Cognios Funds

Additional InformationDecember 31, 2019 (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, 2019, were as follows.

Fund

Long-Term
Capital Gains

Ordinary
Income

Value Fund

$2,740,586

 

$862,860

 

Growth Fund

840,860

 

1,149,933

 

There were no distributions paid by the Market Neutral Fund during the six month period ended December 31, 2019.

Complete information will be computed and reported in conjunction with your 2019 Form 1099-DIV.

Shareholders should refer to their Form 1099-DIV or other tax information which will be mailed in 2020 to determine the calendar year amounts to be included on their 2019 tax returns. Shareholders should consult their own tax advisors.

 

Semi-Annual Report | December 31, 201959

Cognios Funds

Trustees and OfficersDecember 31, 2019 (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.

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

Name and
Year of Birth

Position(s)
Held with
Trust

Length
of
Service

Principal Occupation(s)
During Past 5 Years

Number
of Series
Overseen

Other Directorships
During Past 5 Years

Independent Trustees

Kelley J. Brennan -
1942

Trustee

Since 2015

Retired; Partner, PricewaterhouseCoopers LLP (an accounting firm)(1981–2002).

Three

None

 

Steven D. Poppen –
1968

Trustee

Since 2015

Executive Vice President and Chief Financial Officer, Minnesota Vikings (professional sports organization) (1998–present).

Three

M3Sixty Funds Trust (3 portfolios) (2015 – present); FNEX Ventures (2018- present)

 

Tobias Caldwell -
1967

Trustee

Since 2016

Managing Member, Genovese Family Enterprises, LLC (family office) (1999-present); Managing Member, PTL Real Estate LLC (real estate/investment firm) (2000-present); Manager Member, Bear Properties, LLC (real estate firm) (2006-present).

Three

AlphaCentric Prime Meridian Income Fund (2018-present); Strategy Shares (2016-present) (3 funds); Mutual Fund & Variable Insurance Trust (2010-present) (13 funds); Mutual Fund Series Trust (2006-
present) (40 funds)

 

Interested Trustee*

Randall K. Linscott - 1971

Trustee and President

Since 2015

Chief Executive Officer, M3Sixty Administration, LLC (2013-present); Chief Operating Officer, M3Sixty Administration LLC (2011-2013); Managing Member, M3Sixty Holdings, LLC (2011-present); Division Vice President, Boston Financial Data Services (2005-2011).

Three

360 Funds (10 portfolios)

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

 

60www.cogniosfunds.com

Cognios Funds

Trustees and OfficersDecember 31, 2019 (Unaudited)

Name and Age

Position(s)
Held with
Trust

Length of Service

Principal Occupation(s)
During Past 5 Years

Number
of Series
Overseen

Other Directorships
During Past
5 Years

Officers

András P. Teleki -
1971

Chief Compliance Officer and Secretary

Since

2016

Chief Legal Officer, M3Sixty Administration, LLC, M3Sixty Holdings, LLC, Matrix 360 Distributors, LLC, and M3Sixty Advisors, LLC (2015-present); Chief Compliance Officer and Secretary, 360 Funds (2015-present); Chief Compliance Officer and Secretary, WP Trust (2016-present); Secretary, Monteagle Funds (2015-2016); Secretary and Assistant Treasurer, Capital Management Investment Trust (2015-2016); Partner, K&L Gates (2001-2015).

N/A

N/A

 

Larry E. Beaver, Jr. -
1969

Assistant Treasurer

Since 2017

Fund Accounting, Administration and Tax Officer, M3Sixty Administration, LLC

(2017-Present); Director of Fund Accounting & Administration, M3Sixty Administration, LLC (2005-2017); Chief Accounting Officer, Amidex Funds, Inc. (2003-Present); Assistant Treasurer, Capital Management Investment Trust (July 2017-July 2019); Assistant Treasurer, 360 Funds (July 2017-Present); Assistant Treasurer, WP Funds Trust (July 2017-Present); Treasurer and Assistant Secretary, Capital Management Investment Trust (2008-July 2017); Treasurer, 360 Funds (2007-July 2017); Treasurer, M3Sixty Funds Trust (2015-July 2017); Treasurer, WP Trust (2015-July 2017); Treasurer and Chief Financial Officer, Monteagle Funds (2008-2016).

N/A

N/A

 

Brandon J. Byrd -
1981

Assistant Secretary and Anti-Money Laundering (“AML”) Officer

Vice President

Since 2015

Since 2018

Chief Operating Officer, M3Sixty Administration LLC (2012-present); Chief Operations Officer, Matrix Capital Group, Inc. (2015-present); Assistant Secretary and Assistant Treasurer, WP Trust (2016-present); Assistant Secretary and AML Compliance Officer, 360 Funds (2013-present); Assistant Secretary and AML Compliance Officer, Monteagle Funds (2013-2016); Assistant Secretary and AML Compliance Officer, Division Manager – Client Service Officer, Boston Financial Data Services (mutual fund service provider) (2010-2012).

N/A

N/A

 

John H. Lively - 1969

Assistant Secretary

Since 2017

Managing Partner, Practus, LLP (formerly, The Law Offices of John H. Lively & Associates, Inc.) (law firm) (2010-present).

N/A

N/A

 

Ted L. Akins - 1974

Assistant Secretary

Since 2018

Vice President of Operations, M3Sixty Administration, LLC (2012-present).

N/A

N/A

 

Semi-Annual Report | December 31, 201961

Cognios Funds

Trustees and OfficersDecember 31, 2019 (Unaudited)

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” (an “Independent Trustee”) receives a $5,000 annual retainer (paid quarterly). In addition, each Independent Trustee receives (i) an annual retainer fee of $5,000 each year (paid quarterly); (ii) a fee of $1,500 per Fund each year (paid quarterly); and (iii) $200 per Fund per Board or committee meeting attended. The Trust will also reimburse each Trustee for travel and other expenses incurred in connection with, and/or related to, the performance of their obligations as a Trustee. Officers of the Trust will also be reimbursed for travel and other expenses relating to their attendance at Board meetings.

Name of Trustee1

Aggregate
Compensation
From each
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

$2,383

 

None

 

None

 

$7,150

 

Steve Poppen

 2,383

 

None

 

None

 

 7,150

 

Tobias Caldwell

 2,383

 

None

 

None

 

 7,150

 

 

Interested Trustees and Officers

 

Randall K. Linscott

None

 

 

 

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, 2019.

 

62www.cogniosfunds.com

Cognios Funds

Board Approval of Renewal of Investment Advisory Agreement
for the Cognios Funds

At a meeting held on July 16, 2019, 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”), the Cognios Large Cap Growth Fund (the “Growth Fund) and the Cognios Market Neutral Larege Cap Fund (the Market Neutral Fund,” collectively, 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 Investment Advisory Agreement (the “Advisory Agreement”) between the Trust and the Adviser for the Cognios Funds. A copy of this memorandum was included in the Meeting Materials. 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 Cognios Funds; (iii) the costs of the services to be provided and profits to be realized by the Adviser from the relationship with the Cognios Funds; (iv) the extent to which economies of scale would be realized if the Cognios Funds grow and whether advisory fee levels reflect those economies of scale for the benefit of the Cognios Funds’ 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 Cognios Funds and their shareholders by the Adviser; (ii) quarterly assessments of the investment performance of the Cognios Funds from the Adviser; (iii) periodic commentary on the reasons for the performance; (iv) presentations by the Cognios Funds’ management addressing the Adviser’s investment philosophy, investment strategy, personnel and operations; (v) compliance and audit reports concerning the Cognios Funds and the Adviser; (vi) disclosure information contained in the registration statement of the Trust with respect to the Cognios Funds 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 Cognios Funds, information on investment advice, performance, summaries of Cognios Funds’ 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 Cognios Funds; (iii) the anticipated effect of size on the Cognios Funds’ performance and expenses; and (iv) benefits to be realized by the Adviser from its relationship with the Cognios Funds. 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.

 

Semi-Annual Report | December 31, 201963

Cognios Funds

Board Approval of Renewal of Investment Advisory Agreement
for the Cognios Funds

(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 for each of the Cognios Funds. The Board reviewed the services to be provided by the Adviser to the Cognios Funds including, without limitation: the Adviser’s processes for formulating investment recommendations and assuring compliance with the Cognios Funds’ investment objectives and limitations; its coordination of services among the Cognios Funds’ service providers; and the anticipated efforts to promote the Cognios Funds, grow their assets, and assist in the distribution of their 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 Cognios Funds.

(2)Investment Performance of the Cognios Funds and the Adviser.

In considering the investment performance of the Cognios Funds and the Adviser, the Trustees compared the short- and long-term performance of the Cognios Funds with the performance of its respective benchmark, 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 Cognios Funds with its respective investment objective and policies.

Regarding the Value Fund, the Board noted that it had outperformed the Large Value category mean and median for the year-to-date and one-year periods ended June 30, 2019. The Trustees also noted that the fund ranked in the top decile of its peers for the year ended June 30, 2019. The Board also considered recent performance for shorter periods. 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 outperformed for the year-to-date and 1-year periods ended May 31, 2019.

Regarding the Growth Fund, the Board noted that it had underperformed its category mean and median for the year-to-date and 1-year periods ended June 30, 2019. The Board also considered recent performance for shorter periods. 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 outperformed for the year-to-date ended May 31, 2019.

Regarding the Market Neutral Fund, the Board noted that the Market Neutral Fund had underperformed the Market Neutral category mean and median for the year-to-date, one-year, and three-year periods, but the fund had outperformed the category for the five-year period, each ended June 30, 2019. The Trustees further noted that the fund’s five-year performance placed it in the top decile of its category. The Board also considered recent performance for shorter periods. The Board further considered the performance of the Market Neutral Fund relative to its benchmark (the S&P 500 Total Return Index) and noted that the Market Neutral Fund had underperformed for the year-to-date and 1-year periods ended May 31, 2019.

Based on the foregoing, the Board concluded that the investment performance information presented for the Cognios Funds was acceptable at this time although it noted that it was important for it to continue to closely monitor the performance.

 

64www.cogniosfunds.com

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

In considering the costs of the services to be provided and profits to be realized by the Adviser from the relationship with the Cognios Funds, the Trustees considered: the Adviser’s staffing, personnel, and methods of operating; the financial condition of the Adviser and the level of commitment by the Adviser and its principals; the expected asset levels of the Cognios Funds; and the projected overall expenses of the Cognios Funds. 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 Cognios Funds relative to their respective peer group and category.

The Trustees 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 considered that the net expense ratio of the Value Fund’s Institutional Class was below the category average and median.

Next, The Trustees noted that the management fee for the Growth Fund was slightly above the category mean and median, but well within the range for the category that was considered. The Trustees considered that the net expense ratio for the Growth Fund’s Institutional Class was below the average and median for its category.

The Trustees then noted that the management fee for the Market Neutral Fund was above the category mean and median, but well within the range for the category that was considered. The Trustee noted that the net expense ratio for the Market Neutral Fund’s Institutional Class was above the average and median for its category. The Trustees then considered the Market Neutral Fund’s performance, which placed it in the top decile for the 5-year period ended June 30, 2019.

The Trustees also considered the fees that the Adviser charges on other accounts that have a similar strategy to the Cognios Funds, which were comparable to the management fee paid by the Cognios Funds. Following this analysis and upon further consideration and discussion of the foregoing, the Board concluded that the fees paid to the Adviser by the Cognios Funds were fair and reasonable.

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

In this regard, the Board considered the Cognios Funds’ 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 Cognios Funds 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 Cognios Funds 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 Cognios Funds 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 Cognios Funds would benefit from economies of scale under its agreements with some of its service providers

Cognios Funds

Board Approval of Renewal of Investment Advisory Agreement
for the Cognios Funds

 

Semi-Annual Report | December 31, 201965

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 arrangements for the Cognios Funds. Following further discussion of the Cognios Funds’ expected asset levels, expectations for growth and levels of fees, the Board determined that the Cognios Funds’ 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 Cognios Funds’ 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 Cognios Funds; the basis of decisions to buy or sell securities for the Cognios Funds; 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 Cognios Funds 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 Cognios Funds.

Cognios Funds

Board Approval of Renewal of Investment Advisory Agreement
for the Cognios Funds

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 9, 2020  

 

 

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 9, 2020  

 

 

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 9, 2020