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As Of Filer Filing For·On·As Docs:Size Issuer Agent 7/03/14 360 Funds N-14/A 4:247K FilePoint/FA → Ims Capital Value Fund ⇒ IMSCX → IMS Capital Value Fund ⇒ Institutional Class Shares (IMSCX) → IMS Dividend Growth Fund ⇒ IMSAX → IMS Dividend Growth Fund ⇒ Institutional Class Shares (IMSAX) → Ims Strategic Income Fund ⇒ IMSIX → IMS Strategic Income Fund ⇒ Institutional Class Shares (IMSIX) |
Document/Exhibit Description Pages Size 1: N-14/A Pre-Effective Amendment to Registration Statement HTML 72K of an Open-End Investment Company (Business Combination) 2: EX-99.12.A Miscellaneous Exhibit HTML 25K 3: EX-99.12.B Miscellaneous Exhibit HTML 27K 4: EX-99.12.C Miscellaneous Exhibit HTML 25K
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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[X]
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Pre-Effective Amendment No. __
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[ ]
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Post-Effective Amendment No. 1
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[X]
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ITEM 15.
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Indemnification
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(a)
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Subject to the exceptions and limitations contained in Subsection (b) below:
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(b)
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No indemnification shall be provided hereunder to a Covered Person:
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ITEM 16.
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Exhibits
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(1)(a)
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Agreement and Declaration of Trust (“Trust Instrument”).1
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(1)(b)
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Certificate of Amendment to Agreement and Declaration of Trust.5
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(2)
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By-Laws. 1
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(3)
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None
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(4)
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Form of Agreements and Plans of Reorganization (filed as Appendix A to the Combined Proxy Statement and Prospectus)
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(5)
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Articles III, V, and VI of the Trust Instrument, Exhibit 28(a)(1) hereto, defines the rights of holders of the securities being registered. (Certificates for shares are not issued.)
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(6)(a)
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Investment Advisory Agreement between the Registrant and Snow Capital Management L.P. (“Snow Capital”) with respect to the Snow Capital Focused Value Fund, the Snow Capital Hedged Equity Fund, the Snow Capital Market Plus Fund, the Snow Capital Inflation Advantaged Equities Fund, the Snow Capital Dividend Plus Fund and the Snow Capital Mid Cap Value Fund (the “Snow Capital Funds”).6
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(6)(b)
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Investment Advisory Agreement between the Registrant and Stringer Asset Management, LLC with respect to the Stringer Growth Fund.6
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(6)(c)
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Investment Advisory Agreement between the Registrant and Winning Points Advisors, LLC with respect to the WP Large Cap Income Plus Fund. 7
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(6)(d)
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Investment Advisory Agreement between the Registrant and Foundry Partners, LLC with respect to the Foundry Micro Cap Value Fund and the Foundry Small Cap Value Fund (the “Foundry Funds”). 9
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(6)(e)
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Investment Advisory Agreement between the Registrant and IMS Capital Management, Inc. with respect to the IMS Capital Value Fund, IMS Strategic Income Fund and IMS Dividend Growth Fund (the “IMS Funds”). 11
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(6)(f)
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Expense Limitation Agreement between the Registrant, with respect to the Snow Capital Funds, and Snow Capital. 6
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(6)(g)
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Expense Limitation Agreement between the Registrant, with respect to the Stringer Growth Fund, and Stringer Asset Management, LLC. 6
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(6)(h)
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Expense Limitation Agreement between the Registrant, with respect to the Foundry Funds, and Foundry Partners, LLC. 10
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(6)(i)
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Expense Limitation Agreement between the Registrant, with respect to the IMS Funds, and IMS Capital Management, Inc.11
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(7)(a)
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Distribution Agreement between the Registrant, with respect to the Snow Capital Funds, and the Distributor.6
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(7)(b)
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Distribution Agreement between the Registrant, with respect to the Stringer Fund, and the Distributor.6
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(7)(c)
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Distribution Agreement between the Registrant, with respect to the WP Large Cap Income Plus Fund, and the Distributor. 7
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(7)(d)
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Distribution Agreement between the Registrant, with respect to the Foundry Funds and the Distributor. 9
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(7)(e)
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Distribution Agreement between the Registrant, with respect to the IMS Funds and the Distributor. 11
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(8)
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None.
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(9)(a)
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Custodian Agreement between the Trust, on behalf of the Stringer Growth Fund, and Fifth Third Bank. 6
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(9)(b)
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Custodian Agreement between the Trust, on behalf of the Snow Capital Funds, and US Bank. 6
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(9)(b)(i)
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First Amendment to Custodian Agreement between the Trust, on behalf of the Foundry Funds and U.S. Bank, National Association. 9
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(9)(c)
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Custodian Agreement between the Trust, on behalf of the WP Large Cap Income Plus Fund, and Fifth Third Bank. 7
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(9)(d)
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Custodian Agreement between the Trust, on behalf of the IMS Funds, and Huntington National Bank. 11
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(10)(a)
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Distribution Plan under Rule 12b-1 for the Snow Capital Funds. 6
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(10)(b)
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Distribution Plan under Rule 12b-1 for the Stringer Growth Fund. 6
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(10)(c)
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Distribution Plan under Rule 12b-1 for the WP Large Cap Income Plus Fund. 7
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(10)(d)
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Rule 18f-3 Plan for the Snow Capital Funds. 6
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(10)(e)
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Rule 18f-3 Plan for the Stringer Growth Fund. 6
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(10)(f)
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Rule 18f-3 Plan for the WP Large Cap Income Plus Fund. 7
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(11)(a)
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Opinion and Consent of Kilpatrick Stockton LLP regarding the legality of securities registered with respect to the Snow Capital
Funds. 6
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(11)(b)
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Opinion and Consent of Kilpatrick Stockton LLP regarding the legality of securities registered with respect to the Stringer Growth Fund. 6
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(11)(c)
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Opinion and Consent of Graydon Head & Ritchey LLP regarding the legality of securities registered with respect to the WP Large Cap Income Plus Fund. 7
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(11)(d)
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Opinion and Consent of Graydon Head & Ritchey LLP regarding the legality of securities registered with respect to the Foundry Funds. 9
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(11)(e)
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Opinion and Consent of Graydon Head & Ritchey LLP regarding the legality of securities registered with respect to the IMS Funds. 11
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(12)(a)
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Opinion and Consent of Graydon Head & Ritchey LLP regarding tax matters for the IMS Capital Value Fund. **
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(12)(b)
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Opinion and Consent of Graydon Head & Ritchey LLP regarding tax matters for the IMS Strategic Income Fund. **
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(12)(c)
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Opinion and Consent of Graydon Head & Ritchey LLP regarding tax matters for the IMS Dividend Growth Fund. **
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(13)(a)
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Investment Company Services Agreement between the Registrant, on behalf of the Snow Capital Funds, and Matrix 360 Administration, LLC, as Administrator. 6
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(13)(b)
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Investment Company Services Agreement between the Registrant, on behalf of the Stringer Growth Fund, and Matrix 360 Administration, LLC, as Administrator. 6
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(13)(c)
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Investment Company Services Agreement between the Registrant, on behalf of the WP Large Cap Income Plus Fund, and Matrix 360 Administration, LLC, as Administrator. 7
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(13)(d)
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Investment Company Services Agreement between the Registrant on behalf of the Foundry Funds, and Matrix 360 Administration, LLC, as Administrator. 9
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(13)(e)
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Investment Company Services Agreement between the Registrant on behalf of the IMS Funds, and Matrix 360 Administration, LLC, as Administrator. 11
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(14)
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Consent of Independent Registered Public Accounting Firm, not applicable
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(15)
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None.
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(16)
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Copy of Powers of Attorney. 7
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(17)
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(i) Prospectus and Statement of Additional Information for the IMS Funds and Unified Series Trust dated October 28, 2013 filed in Post-Effective Amendment No. 287 is incorporated by reference.
(ii) Audited Annual Financial Report for the IMS Funds and Unified Series Trust for the fiscal year ended June 30, 2013 filed on Form N-CSR is incorporated by reference.
(iii) Unaudited Semi-Annual Financial Report for the IMS Funds and Unified Series Trust for the fiscal period ended December 31, 2013 filed on Form N-CSR is incorporated by reference.
(iv) Proxy Card – IMS Capital Value Fund, IMS Strategic Income Fund, and IMS Dividend Growth Fund.11
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1
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Incorporated herein by reference to Registrant's Registration Statement on Form N-1A filed March 14, 2005.
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2
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Incorporated herein by reference to Pre-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-1A filed June 13, 2005.
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3
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Reserved.
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4
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Incorporated herein by reference to Post-Effective Amendment No. 6 to Registrant’s Registration Statement on Form N-1A filed August 21, 2008.
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5
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Incorporated herein by reference to Post-Effective Amendment No. 11 to Registrant’s Registration Statement on Form N-1A filed August 26, 2011.
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6
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Incorporated herein by reference to Post-Effective Amendment No. 17 to Registrant’s Registration Statement on Form N-1A filed March 27, 2013.
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7
8
9
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Incorporated herein by reference to Post-Effective Amendment No. 20 to Registrant’s Registration Statement on Form N-1A filed October 10, 2013.
Incorporated herein by reference to Post-Effective Amendment No. 22 to Registrant’s Registration Statement on Form N-1A filed November 15, 2013.
Incorporated herein by reference to Post-Effective Amendment No. 23 to Registrant’s Registration Statement on Form N-1A filed January 29, 2014.
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10
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Incorporated herein by reference to Post-Effective Amendment No. 24 to Registrant’s Registration Statement on Form N-1A filed February 5, 2014.
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11
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Incorporated herein by reference to Registrant’s Registration Statement on Form N-14 filed June 13, 2014.
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**
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ITEM 17.
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Undertakings
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(1)
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The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended, the reoffering prospectus will contain the information called for by the applicable registration form for re-offerings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
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(2)
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The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, as amended, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
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360 Funds Trust
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By:
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/s/ Randall Linscott
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Randall Linscott, President and Trustee
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*
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Art Falk, Trustee
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Date
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*
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Thomas Krausz, Trustee
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Date
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*
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Tom M. Wirtshafter, Trustee
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Date
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/s/ Randall Linscott
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Randall Linscott, Trustee and President
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Date
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/s/ Larry Beaver
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Larry Beaver, Treasurer
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Date
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* By:
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/s/ Randall Linscott
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Randall Linscott, Attorney-in-Fact
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Date
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(12)(a)
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Opinion and Consent of Graydon Head & Ritchey LLP regarding tax matters for the IMS Capital Value Fund.
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(12)(b)
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Opinion and Consent of Graydon Head & Ritchey LLP regarding tax matters for the IMS Strategic Income Fund.
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(12)(c)
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Opinion and Consent of Graydon Head & Ritchey LLP regarding tax matters for the IMS Dividend Growth Fund.
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This ‘N-14/A’ Filing | Date | Other Filings | ||
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Filed on: | 7/3/14 | |||
6/13/14 | AW, N-14/A | |||
2/5/14 | 485BPOS | |||
1/29/14 | 485BPOS, N-Q | |||
12/31/13 | ||||
11/15/13 | 485APOS | |||
10/28/13 | ||||
10/10/13 | 485BPOS | |||
6/30/13 | ||||
3/27/13 | 485APOS | |||
8/26/11 | 485BPOS | |||
8/21/08 | 485BPOS, N-PX | |||
6/13/05 | N-1A/A | |||
3/14/05 | N-1A | |||
List all Filings |