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360 Funds – ‘N-14/A’ on 8/7/20

On:  Friday, 8/7/20, at 4:02pm ET   ·   Accession #:  1387131-20-7204   ·   File #:  333-239667

Previous ‘N-14’:  ‘N-14’ on 7/2/20   ·   Latest ‘N-14’:  This Filing   ·   18 References:   By:  360 Funds – ‘497J’ on 8/13/20 To:  360 Funds – Previous ‘N-14’ on 7/2/20 To:  Strats{SM} Trust for Dominion Resources, Inc. Securities, Series 2005-6 – ‘8-K’ on 1/30/20 for 1/15/20 To:  360 Funds – ‘485BPOS’ on 1/29/20 To:  360 Funds – ‘N-CSR’ on 1/29/20 for 9/30/19 To:  360 Funds – ‘485BPOS’ on 1/2/20 To:  360 Funds – ‘485BPOS’ on 11/6/18 To:  360 Funds – ‘485BPOS’ on 10/29/18 To:  360 Funds – ‘485BPOS’ on 8/28/18 To:  360 Funds – ‘485BPOS’ on 6/16/17 To:  360 Funds – ‘485BPOS’ on 3/30/17 To:  360 Funds – ‘485BPOS’ on 12/21/15 To:  360 Funds – ‘485BPOS’ on 3/26/15 To:  360 Funds – ‘485BPOS’ on 10/31/14 To:  360 Funds – ‘485BPOS’ on 6/20/14 To:  360 Funds – ‘485APOS’ on 3/27/13 To:  360 Funds – ‘485BPOS’ on 8/26/11 To:  360 Funds – ‘N-1A’ on 3/14/05 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/07/20  360 Funds                         N-14/A                 2:2.6M                                   Quality EDGAR So… LLC/FA
          → Timber Point Alternatives Fund ⇒ Institutional Class Shares (EASIX)
          → Timber Point Global Allocations Fund ⇒ Institutional Class Shares (CGHIX)

Document/Exhibit                   Description                      Pages   Size 

 1: N-14/A      Amendment to Form N-14                              HTML    965K 
 2: EX-99.(16)(14)  Consent of Independent Registered Public        HTML      6K 
                Accounting Firm                                                  

As filed with the Securities and Exchange Commission on August 7, 2020

Securities Act File No. 333-239667

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☒

Pre-Effective Amendment No. 1
Post-Effective Amendment No. ☐

360 FUNDS
(Exact Name of Registrant as Specified in Charter)

4300 Shawnee Mission Parkway, Suite 100
Fairway, KS 66205
(Address of Principal Executive Offices) (Zip Code)

877-244-6235
(Registrant’s Area Code and Telephone Number)

The Corporation Trust Company
Corporation Trust Company
1209 Orange Street
Wilmington, DE 19801
(Name and Address of Agent for Service)

With copies to:

John H. Lively, Esq.
Practus, LLP
11300 Tomahawk Creek Parkway, Suite 310
Leawood, Kansas 66211
(913) 660-0778

Approximate Date of Proposed Public Offering:

As soon as practicable after this Registration Statement becomes effective.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

No filing fee is required because an indefinite number of shares have previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.

Title of Securities Being Registered: Shares of beneficial interest, no par value, of the shares of the Timber Point Global Allocations Fund

360 Funds

Timber Point Alternatives Fund

(formerly the EAS Crow Point Alternatives Fund)

c/o M3Sixty Administration, LLC
4300 Shawnee Mission Parkway, Suite 100
Fairway, Kansas 66205

August 7, 2020

Dear Shareholder:

On behalf of the Board of Trustees (the “Board”) of 360 Funds (the “Trust”), we are pleased to invite you to a special meeting of shareholders (the “Special Meeting”) of the Timber Point Alternatives Fund (the “Alternatives Fund”). The Special Meeting is scheduled for August 21, 2020, at M3Sixty Administration, LLC, 4300 Shawnee Mission Parkway, Suite 100, Fairway, Kansas 66205, the Trust’s fund administrator and transfer agent.

At the Special Meeting, shareholders of the Alternatives Fund will be asked to vote on the proposed reorganization (the “Reorganization”) of the Alternatives Fund with and into the Timber Point Global Allocations Fund (the “Global Fund”, formerly the Crow Point Global Tactical Allocation Fund) (collectively, the “Funds”). The Alternatives Fund and the Global Fund are both series of the Trust. The Funds share the same investment adviser, Timber Point Capital Management, LLC.

If the Reorganization is approved by shareholders, you will become a shareholder of the Global Fund on or around the date the Reorganization occurs.

At a quarterly meeting of the Trust held on April 30, 2020, the Board approved the Reorganization subject to shareholder approval. A discussion of the factors considered by the Board in approving the Reorganization is set forth in the section of the combined proxy statement and prospectus (the “Proxy Statement/Prospectus”) titled “Board Considerations.”

Formal notice of the Special Meeting appears on the next page, followed by the Proxy Statement/Prospectus. The proposal is discussed in detail in the enclosed Proxy Statement/Prospectus, which you should read carefully. The Board recommends that you vote “FOR” the proposal.

Your vote is important regardless of the number of shares you own. To avoid the added cost of follow-up solicitations and possible adjournments, please read the Proxy Statement/Prospectus and cast your vote. It is important that your vote be received before August 21, 2020.

We appreciate your participation and prompt response in this matter and thank you for your continued support.

Sincerely,

Randall K. Linscott
President and Principal Executive Officer

Timber Point Alternatives Fund

(formerly the EAS Crow Point Alternatives Fund)

a series of
360 Funds

c/o M3Sixty Administration, LLC
4300 Shawnee Mission Parkway, Suite 100
Fairway, Kansas 66205

Important Notice Regarding Availability of Proxy Materials for the
Shareholder Meeting to be held on August 21, 2020 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of the Timber Point Alternatives Fund:

NOTICE IS HEREBY GIVEN that a special meeting of the shareholders (the “Special Meeting”) of the Timber Point Alternatives Fund (the “Alternatives Fund”) is scheduled for August 21, 2020 at 9:00 A.M. Central Time at M3Sixty Administration, LLC, 4300 Shawnee Mission Parkway, Suite 100, Fairway, Kansas 66205.

At the Special Meeting, the Alternatives Fund’s shareholders will be asked to vote on one proposal:

Please read the enclosed combined proxy statement and prospectus (the “Proxy Statement/Prospectus”) carefully for information concerning the proposal to be placed before the Special Meeting.

The Board of Trustees recommends that you vote “FOR” the Proposal.

Shareholders of record as of the close of business on July 1, 2020, are entitled to notice of, and to vote at, the Special Meeting and are also entitled to vote at any adjournments or postponements thereof. Your attention is called to the accompanying Proxy Statement/Prospectus. Regardless of whether you plan to attend the Special Meeting, please complete, sign, and return the enclosed Proxy Ballot before August 21, 2020 so that a quorum will be present and a maximum number of shares may be voted. Proxies may be revoked at any time before they are exercised by submitting a revised Proxy Ballot, by giving written notice of revocation to the Alternatives Fund or by voting in person at the Special Meeting.

By Order of the Board of Trustees

Randall K. Linscott
President and Principal Executive Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING TO BE HELD ON AUGUST 21, 2020: This Notice, Proxy Statement and the Funds’ most recent Annual Report to shareholders are available on the internet at https://vote.proxyonline.com/tp/docs/alternatives2020.pdf.

PROXY STATEMENT/PROSPECTUS
August 7, 2020

Special Meeting of Shareholders
of the Timber Point Alternatives Fund
Scheduled for August 21, 2020

(each an open-end investment company)

Important Notice Regarding the Availability of Proxy Materials for
the Special Meeting to be held on August 21, 2020

The Proxy Statement/Prospectus explains what you should know before voting on the matter described herein or investing in the Timber Point Global Allocations Fund. Please read it carefully and keep it for future reference.

THE U.S. SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMIEND THAT THIS PROXY STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TO OBTAIN MORE INFORMATION

To obtain more information about the Timber Point Alternatives Fund (the “Alternatives Fund”) and the Timber Point Global Allocations Fund (the “Global Fund”) (and collectively, the “Funds”), please write or call for a free copy of the current prospectus, statement of additional information, annual/semi-annual shareholder reports, or other information. The Funds currently do not have a website.

Alternatives Fund or Global Fund

The following documents containing additional information about the Funds, each having been filed with the U.S. Securities and Exchange Commission (“SEC”), are incorporated by reference into this Proxy Statement/Prospectus:

The Funds are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder, and in accordance therewith, file reports and other information including proxy materials with the SEC.

This Proxy Statement/Prospectus will be mailed on or about August 12, 2020 to shareholders of record of the Alternatives Fund as of July 1, 2020 (the “Record Date”).

You also may view or obtain these documents from the SEC:

When contacting the SEC, you will want to refer to the Funds’ SEC file numbers. The file number for the document listed above as (1) is 333-239667. The file number for the documents listed above as (2), (3) and (4) is 811-21726.

TABLE OF CONTENTS

INTRODUCTION/QUESTIONS & ANSWERS

What is happening?

At a meeting held on April 30, 2020, the Board of Trustees (the “Board”) of 360 Funds approved an Agreement and Plan of Reorganization (the “Reorganization Agreement”) that provides for the reorganization of the Timber Point Alternatives Fund (the “Alternatives Fund,” formerly the EAS Crow Point Alternatives Fund) into the Timber Point Global Allocations Fund (the “Global Fund,” formerly the Crow Point Global Tactical Allocation Fund) (the “Reorganization”). The Reorganization requires shareholder approval and, if approved, is expected to be effective, close of business, on August 21, 2020, or such other date as the parties may agree (the “Closing Date”).

Why is the Reorganization being proposed?

The Reorganization will combine two series with similar investment objectives and similar strategies into one series. The Reorganization is being proposed to achieve operating efficiencies and lower operating expenses and to provide an opportunity for a more efficient investment management process. The Reorganization may benefit you by reducing operating expenses due to the spreading of fixed costs over a larger pool of assets. Additionally, shareholders of the Alternatives Fund will pay a lower management fee. Alternatives Fund shareholders will see a reduction in annual fund operating expenses due to the Global Fund having a lower annual fund operating expense ratio than the Alternatives Fund. In addition, Timber Point Capital Management, LLC (“Timber Point”), the investment adviser to both Funds, has agreed to maintain the Global Fund’s expense limitation agreement through at least January 31, 2022.

Why did the Trustees approve the Reorganization?

Before approving the Reorganization, the Board considered the Funds investment objectives and principal investment strategies, as well as the other potential benefits (i.e., lower investment advisory fee and lower overall operating expenses) of the Reorganization to shareholders of the Alternatives Fund. The Board determined that the Reorganization is in the best interests of the Funds and their shareholders and that it will not dilute the interests of the shareholders of the Funds. The Board believes the Reorganization will enable shareholders of the Alternatives Fund to benefit from, among other things:

Why did you send me this information?

Because you, as a shareholder of the Alternatives Fund, are being asked to approve a Reorganization that will result in a transaction in which you will ultimately hold shares of the Global Fund, this Proxy Statement also serves as a prospectus for the Global Fund. The Global Fund is an open-end management investment company whose investment objective is described below.

These materials include a combined proxy statement and prospectus (the “Proxy Statement/Prospectus”) and a Proxy Ballot for the Alternatives Fund. It provides you with information you should review before providing voting instructions on the proposal listed in the Notice of Special Meeting of Shareholders.

Who is eligible to vote?

Shareholders holding an investment in shares of the Alternatives Fund as of the close of business on July 1, 2020 (the “Record Date”), are eligible to vote at the Special Meeting or any adjournments or postponements thereof. Approval of the Reorganization requires the affirmative vote of the lesser of: (i) 67% or more of the voting securities present at the Special Meeting, provided that more than 50% of the voting securities are present in person or represented by proxy at the Special Meeting; or (ii) a majority of the voting securities entitled to vote. AST Fund Solutions has been retained by Timber Point to collect and tabulate shareholder votes.

How do I vote?

You may submit your Proxy Ballot in one of three ways:

By Telephone. The toll-free number for telephone voting can be found on the enclosed Proxy Ballot. You will be required to provide your control number located on the Proxy Ballot.

By Mail. Mark the enclosed Proxy Ballot, sign and date it, and return it in the postage-paid envelope we provided. If you are a joint owner, any one of you may sign the Proxy Ballot.

In Person at the Special Meeting. You can vote your shares in person at the Special Meeting. If you expect to attend the Special Meeting in person, please call toll-free at 1-877-244-6235.

To be certain your vote will be counted, a properly executed Proxy Ballot must be received prior to August 21, 2020. If you vote by any of these methods, the persons appointed as proxies will officially cast your votes on your behalf at the Special Meeting. You may also attend the Special Meeting and cast your vote in person at the Special Meeting.

You can revoke your proxy or change your voting instructions at any time until the vote is taken at the Special Meeting. For more details about shareholder voting, see the “General Information About the Proxy Statement/Prospectus” section of this Proxy Statement/Prospectus.

Should shareholders require additional information regarding the Special Meeting, they may contact 1-877-244-6235.

What happens if the Proposal is not approved?

If the Proposal is not approved by shareholders of the Alternatives Fund or does not close for any reason, such shareholders will remain shareholders of the Alternatives Fund, and the Alternatives Fund will continue to operate. The Board then will consider such other actions as it deems necessary or appropriate, including possible liquidation, for the Alternatives Fund.

Who is paying for the expenses associated with the Reorganization?

The expenses of the Reorganization will be paid by Timber Point, the investment adviser to the Funds. The Reorganization costs are estimated at $46,543.

When and where will the Special Meeting be held?

The Special Meeting is scheduled to be held at M3Sixty Administration, LLC, 4300 Shawnee Mission Parkway, Suite 100, Fairway, Kansas 66205 at 9:00 A.M. Central Time on August 21, 2020. If the Special Meeting is adjourned or postponed, any adjournments or postponements of the Special Meeting will also be held at the above location. If you expect to attend the Special Meeting in person, please call 1-877-244-6235.

How does the Board recommend that I vote?

The Board recommends that shareholders vote “FOR” the Proposal.

SUMMARY OF THE PROPOSAL

The Reorganization

You should read this entire Proxy Statement/Prospectus and the Form of Agreement and Plan of Reorganization, which is included in Appendix A. For more information about the Global Fund, please consult Appendix B.

On April 30, 2020, the Board approved the Reorganization. Subject to shareholder approval, the Reorganization provides for:

If shareholders approve the Reorganization, each owner of shares of the Alternatives Fund would become a shareholder of the Global Fund. The Reorganization is expected to be effective on the Closing Date. Each shareholder of the Alternatives Fund will hold, immediately after the Closing Date, shares of the Global Fund having an aggregate value equal to the aggregate value of the shares of Alternatives Fund held by that shareholder as of the close of business on the Closing Date.

In considering whether to approve the Reorganization, you should note that:

PROPOSAL – APPROVAL OF REORGANIZATION

Introduction

Shareholders of the Alternatives Fund are being asked to approve a Reorganization, providing for the reorganization of the Alternatives Fund with and into the Global Fund. If the Reorganization is approved, shareholders in the Alternatives Fund will become shareholders in the Global Fund as of the close of business on the Closing Date.

At a meeting held on April 30, 2020, the Board considered a proposal by Timber Point to reorganize the Alternatives Fund into the Global Fund. The factors considered by the Board are discussed more fully under “Board Considerations” below and generally include representations by Timber Point that a combined Fund would provide investors with economies of scale and expose investors to a more globally diverse portfolio of investments. The Board also considered that the Reorganization is expected to be a tax-free transaction.

Comparison of the Funds’ Investment Objectives

Both Funds seek growth of capital as part of their respective investment objective. However, the Funds have different primary benchmark indexes to which they seek to outperform, but both Funds compare their performance to the Bloomberg Barclays U.S. Aggregate Bond Index (the Alternatives Fund’s primary benchmark, the Global Fund’s secondary index). In addition, both Funds operate as “diversified” funds, which means they may not purchase the securities of any issuer, if, as a result, as to 75% of the Fund’s total assets, more than 5% of its total assets would be invested in the securities of one issuer or the Fund would hold more than 10% of the outstanding voting securities of any one issuer. Diversified funds generally invest in a greater number of issuers. Both Fund’s investment objective may be changed without shareholder approval and both Funds have committed to providing shareholders with 60 days advance notice of any change in investment objective.

The chart below compares the investment objectives of the Funds.

Comparison of the Funds’ Fees and Expenses

As shown in the expense table that follows, the annual net expense ratio of the Global Fund is lower than the annual net expense ratio of the Alternatives Fund. The advisory fee for the Global Fund is lower than advisory fee charged by the Alternatives Fund (i.e., 0.90% vs. 1.00%). The following table shows the fees and expenses of each Fund for its most recently audited fiscal year (including any adjustments due to changes in contractual fees), as well as the pro forma fees and expenses for the Global Fund for its fiscal year ended September 30, 2019 assuming that the Reorganization occurs on October 1, 2019. The examples following the table will help you compare the cost of investing in the Alternatives Fund with the estimated cost of investing in the Global Fund (based on the pro forma fees and expenses). Pro forma numbers are estimated in good faith and are hypothetical.

Fees and Expenses – Institutional Class

Example

The following examples are intended to help you compare the costs of investing in each Fund and the combined Fund. The examples assume that you invest $10,000 in each Fund and in the combined Fund after the Reorganization for the time periods indicated and reflects what you would pay if you close your account at the end of each of the time periods shown. The examples also assume that your investment has a 5% return each year, that all distributions are reinvested and that each Fund’s operating expenses remain the same, and the contractual agreement to limit expenses remains in effect only until January 31, 2022. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Comparison of the Funds’ Principal Investment Strategies

The chart that follows compares the principal investment strategies of the Funds. The Funds have similarities in their investment strategies, but they are not identical.

Similarities. First, both Funds are managed by the same investment adviser and portfolio manager. Next, both Funds follow a tactical asset allocation strategy that may include investments in common stock, mutual funds, exchange-traded funds (“ETFs”), closed-end funds, private funds and hedge funds (the “Underlying Funds”), debt securities, derivatives and options. Both Funds may invest a large percentage of their assets in Underlying Funds to obtain their desired market exposure. Neither Fund follows a strict capitalization-based strategy, but the Alternatives Fund does target a capitalization range from $250 million to $300 billion while the Global Fund has no similar target regarding capitalization. In addition, both Funds are actively traded, which can result in a portfolio turnover rate of 100% or higher. Last, the Funds’ fundamental investment policies with respect to borrowing money, acting as an underwriter, making loans, purchasing or selling real estate or commodities, purchasing the securities of any one issuer, concentrating in an industry, and issuing senior securities are substantially similar.

Differences. One of the main differences between the Funds is the Global Fund normally invests 40% to 70% of its portfolio in foreign securities while the Alternatives Fund reserves the right to invest in foreign securities but it does not commit to a certain level of exposure to such securities. As of March 31, 2020, the Global Fund had approximately 15% of its portfolio invested in foreign securities while the Alternatives Fund 1% of its assets invested in foreign securities. Foreign securities holdings in the Global Fund were lower than normal as of 3/31/2020 as a result of the global market turmoil and more attractive investment opportunities in the US markets. Another difference in the Funds is that the Alternatives Fund tends to allocate its investments among multiple alternative investment styles, which are generally considered to be investments that exhibit low volatility and relatively low long-term market correlation to the broader equity and bond markets. The Global Fund tends to favor investments in publicly traded ETFs and closed-end funds that tend to correlate to the performance of the broader equity and bond markets.

The following is a comparison of the Funds’ principal investment strategies, which are non-fundamental (i.e. they may be changed without shareholder approval) unless otherwise noted:

Comparison of the Funds’ Principal Risks

The following tables set forth information on the principal risks of investing in the Funds. The first table lists each principal risk that is shared by both Funds. The Funds’ description of these principal risks, as set forth in their current prospectus, may vary slightly but are not materially different. The description of the principal risks set forth below is that of the Global Fund. The second table lists the principal risks that are unique to each Fund. The Funds have added a new principal risk for the COVID-19 crisis.

Comparison of the Funds’ Performance

The following information is intended to help you understand the risks of investing in the Funds. The following bar charts show the changes in each Fund’s shares’ performance from year to year. The table below shows how each Fund’s shares average annual total returns compare over time to those of a broad-based securities market index. This information provides some indication of the risks of investing in the Funds. Past performance (before and after taxes) of the Funds is no guarantee of how they will perform in the future. Updated performance information for each Fund is available at no cost by calling (877) 244-6235.

Alternatives Fund

PERFORMANCE BAR CHART

(calendar year returns as of December 31)

The year-to-date return for the Alternatives Fund’s shares as of the quarter ended June 30, 2020 was (20.24)%.

During the periods shown in the bar chart, the best performance for a quarter was 5.59% (for the quarter ended March 31, 2012). The worst performance for a quarter was (11.75)% (for the quarter ended December 31, 2018). 

AVERAGE ANNUAL TOTAL RETURNS* 

(For periods ended December 31, 2019)

* Effective January 28, 2019, the Fund’s Class I shares were re-designated as the Institutional Class shares. On May 29, 2020, the Investor Class shares were exchanged for Institutional Class shares of the Alternatives Fund. The performance above is for the Institutional Class shares.

** The HFRI Fund-of-Funds Conservative Index is included because it shows how the Fund’s performance compares with the returns of an index of funds with similar investment objectives.

After-tax returns are calculated using the highest historical individual federal marginal income tax rate in effect as of December 31, 2019 and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. The after-tax returns are not relevant if you hold your Fund shares in tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRA”). Investor Class returns before taxes include maximum possible sale load. After-tax returns for Investor Class shares, which are not shown, will vary from those of Institutional Class shares.

The performance reflected above reflects that of the prior investment advisers. The Fund’s current adviser, Timber Point, assumed responsibility of fund operations on April 10, 2020. Mr. David R. Cleary, President and Chief Investment Officer of Timber Point, serves as portfolio manager to the Alternatives Fund. Before starting Timber Point, Mr. Cleary worked at Crow Point Partners, LLC, the former investment adviser, and served as co-portfolio manager to the Alternatives Fund from October 2017 through April 1, 2020.

Global Fund

PERFORMANCE BAR CHART FOR INSTITUTIONAL CLASS SHARES

(calendar year returns as of December 31)

The calendar year-to-date return for the Global Fund’s shares as of June 30, 2020 was (7.07)%.

During the periods shown in the bar chart, the best performance for a quarter was 9.45% (for the quarter ended March 31, 2019). The worst performance for a quarter was (10.27)% (for the quarter ended December 31, 2018).

AVERAGE ANNUAL TOTAL RETURNS 

(For the periods ended December 31, 2019)

* Effective September 28, 2018, the Fund’s Class I shares were re-designated as the Institutional Class shares. Class I shares commenced operations on April 10, 2013. On May 29, 2020, the Investor Class shares were exchanged for Institutional Class shares of the Global Fund. The performance above is for the Institutional Class shares.

The S&P 500 Total Return Index is an unmanaged market capitalization weighted index of 500 of the largest capitalized U.S. domiciled companies. Index returns assume reinvestment of dividends. Investors may not invest in the indexes directly; unlike the Fund's returns, the indexes do not reflect any fees or expenses.

The Barclays Capital U.S. Aggregate Bond Index measures the performance of the U.S. investment grade bond market. The index invests in a wide spectrum of public, investment-grade, taxable, fixed income securities in the United States – including government, corporate, and international dollar-denominated bonds, as well as mortgage-backed and asset-backed securities, all with maturities of more than one year.

After-tax returns are based on the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; actual after-tax returns depend on an individual investor's tax situation and may differ from those shown. If you own shares of the Fund in a tax-deferred account, such as an individual retirement account or a 401(k) plan, this information is not applicable to your investment. A higher after-tax return results when a capital loss occurs upon redemption and translates into an assumed tax deduction that benefits the shareholder. After tax returns are shown for only Investor Class Shares. After tax returns for Institutional Class shares will vary.

The performance reflected above reflects that of the prior investment advisor. The Fund’s current adviser, Timber Point, assumed responsibility of fund operations on April 10, 2020. Mr. David R. Cleary, President and Chief Investment Officer of Timber Point, serves as portfolio manager to the Global Fund. Before starting Timber Point, Mr. Cleary worked at Crow Point Partners, LLC, the former investment adviser, and served as co-portfolio manager to the Global Fund from October 2017 through April 1, 2020.

Current performance of the Fund may be lower or higher than the performance quoted above. Updated performance information may be obtained by calling (877) 244-6235.

Portfolio Turnover

Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the Example, affect a Fund’s performance.  During the most recent fiscal year, the Alternatives Fund’s portfolio turnover rate was 147% of the average value of its portfolio and the Global Fund’s portfolio turnover rate was 176% of the average value of its portfolio.  

Comparison of Sales Load, Distribution and Shareholder Servicing Agreements

 The sales loads, distribution and shareholder servicing arrangements of each of the Funds are identical. Complete information on the sales load, distribution and shareholder servicing arrangements can be found in Appendix B to this Proxy Statement/Prospectus.

Comparison of Purchase, Redemption and Exchange Policies and Procedures

 The purchase, redemption and exchange policies and procedures of each of the Funds are identical. Complete information on the purchase, redemption and exchange policies and procedures can be found in Appendix B to this Proxy Statement/Prospectus.

Comparison of the Management of the Funds

Timber Point Capital Management, LLC (the “Timber Point”) is the investment adviser to each Fund. Timber Point is responsible for furnishing an investment program for the Funds, making the day-to-day investment decisions, arranging the execution of portfolio transactions and will continue to do so in the same capacity following the Reorganization. Timber Point is located at 555 Pleasantville Road, Suite N202, Briarcliff Manor, NY 10510. Subject to the authority of the Board, Timber Point is responsible for the overall management of each Fund’s business affairs. Timber Point was established in January 2020 and serves primarily individual investors, financial advisers, and registered investment companies. Timber Point is registered with the U.S. Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940, as amended. As of April 30, 2020, Timber Point had approximately $83 million in assets under management.

Mr. David Cleary is President and Chief Compliance Officer of Timber Point and currently serves as a portfolio manager to each Fund. Mr. Cleary will continue to manage the Global Fund in the same capacity following the Reorganization. Previously, he was a principal and portfolio manager at Crow Point Partners, LLC, the previous investment adviser to the Funds. Before joining Crow Point, Mr. Cleary spent 23 years at Lazard Asset Management where he held a series of senior portfolio management roles over multi-asset and global fixed income strategies. Mr. Cleary additionally served as the firm’s global head of fixed income, a $26 billion platform. Prior to Lazard, Mr. Cleary worked at UBS and IBJ Schroder, mostly in fixed income asset management roles. He began working in the asset management field in 1987 upon his graduation from Cornell University, with a BS in Business Management and Applied Economics. Mr. Cleary is a Chartered Financial Analyst.

The Funds’ SAI provides additional information about the portfolio manager’s compensation, other accounts managed by the portfolio manager, and the portfolio manager’s ownership of securities in each Fund.

Timber Point has contractually agreed to waive its management fee and/or reimburse certain Fund operating expenses, but only to the extent necessary so that each Fund’s net expenses, excluding interest, expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of such Fund’s business, does not exceed 1.70% and 1.43% of the net assets of the Alternatives Fund and Global Fund, respectively.  The contractual agreement is effective through January 31, 2022 for each Fund. These contractual arrangements may only be terminated by, or with the consent of, the Board.

The Global Fund has an advisory fee structure, which provides for payment of an investment advisory fee at the annual rate of 0.90% of the average value of its daily net assets. Prior to June 2020, the Global Fund paid an advisory fee at the annual rate of 0.80% of the average value of its daily net assets. For the fiscal year ended September 30, 2019, the Global Fund paid an investment advisory fee to the previous adviser at an annual rate of 0.00% of the average daily net assets of the Global Fund after waivers and reimbursements.

The Alternatives Fund has an advisory fee structure, which provides for payment of an investment advisory fee at the annual rate of 1.00% of the average value of its daily net assets. For the fiscal year ended September 30, 2019, the Alternatives Fund paid an investment advisory fee to the previous adviser at an annual rate of 0.63% of the average daily net assets of the Alternatives Fund after waivers and reimbursements.

Comparison of Service Providers for the Funds

The Funds are serviced by the same administrator, distributor, custodian, independent registered public accounting firm and legal counsel. It is anticipated that this group of service providers will continue serving the Global Fund following the approval of the Reorganization.

Administrator. M3Sixty Administration, LLC (“M3Sixty” or the “Administrator”), with principal offices at 4300 Shawnee Mission Parkway, Suite 100, Fairway, Kansas 66205, provides accounting, administrative, transfer agency, dividend disbursing agency and shareholder servicing agency services for the Funds pursuant to an Investment Company Services Agreement (the “Services Agreement”). 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 a Fund’s portfolio securities; (d) pricing a Fund’s 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 a Fund’s legal compliance; and (j) maintaining shareholder account records.

Alternatives Fund

Before the prior reorganization that took place on October 13, 2017, Gemini Fund Services, Inc. (“GFS”), 80 Arkay Drive, Suite 110, Hauppauge, New York 11788 served as administrator, fund accountant, and transfer agent for the Alternatives Fund Predecessor Fund. For the fiscal year ended April 30, 2017, the Alternatives Fund Predecessor Fund paid $62,225 to FGS for administrative fees. For the fiscal year ended April 30, 2017, the Alternatives Fund Predecessor Fund paid $37,662 to GFS for fund accounting fees. For the fiscal year ended April 30, 2017, the Alternatives Fund Predecessor Fund paid $41,832 to GFS for transfer agency fees.

After the prior reorganization, M3Sixty serves as administrator, fund accountant and transfer agent for the Alternatives Fund. For the fiscal year ended April 30, 2018, the Alternatives Fund paid M3Sixty $94,974 under the Services Agreement for fund administration, fund accounting and transfer agent services, of which M3Sixty waived $44,660. For the fiscal period ended September 30, 2018, the Alternatives Fund paid M3Sixty $69,952 under the Services Agreement for fund administration, fund accounting and transfer agent services, of which M3Sixty waived $16,250. For the fiscal year ended September 30, 2019, the Alternatives Fund paid M3Sixty $187,247 under the Services Agreement for CCO service fees, fund administration, fund accounting and transfer agent services, of which M3Sixty waived $9,582.

Global Fund

Before the prior reorganization that took place on October 6, 2017, GFS served as administrator, fund accountant and transfer agent for the Global Fund Predecessor Fund. For the fiscal year ended May 31, 2017, the Global Fund Predecessor Fund paid GFS $26,869 for administrative services. For the fiscal year ended May 31, 2017, the Global Fund Predecessor Fund paid GFS $12,902 for fund accounting services. For the fiscal year ended May 31, 2017, the Global Fund Predecessor Fund paid GFS $24,542 for transfer agency services.

After the prior reorganization, M3Sixty serves as administrator, fund accountant and transfer agent for the Global Fund. For the fiscal year ended May 31, 2018, the Global Fund Predecessor Fund paid $79,705 to GFS and the Global Fund paid $68,785 to M3Sixty for administrative, fund accounting and transfer agency services, of which M3Sixty waived $39,934. For the fiscal period ended September 30, 2018, the Global Fund paid $40,311 to M3Sixty for administration, fund accounting and transfer agency services, of which M3Sixty waived $8,750. For the fiscal year ended September 30, 2019, the Global Fund paid M3Sixty $124,577 under the Services Agreement for CCO service fees, fund administration, fund accounting and transfer agent services, of which M3Sixty waived $7,500.

Distributor. Matrix 360 Distributors, LLC acts as the principal underwriter and distributor (the “Distributor”) of the Funds’ shares for the purpose of facilitating the registration of shares of the Funds under state securities laws and to assist in sales of Fund shares pursuant to a Distribution Agreement (the “Distribution Agreement”) approved by the Trustees. The Distributor is a broker-dealer registered with the SEC and a member in good standing of the Financial Industry Regulatory Authority, Inc. and maintains, at its own expense, its qualification as a broker-dealer under all applicable federal or state laws in those states which the Funds shall from time to time identify to the Distributor as states in which it wishes to offer its shares for sale, in order that state registrations may be maintained for the Funds. Shares of the Funds are sold on a continuous basis. The Distribution Agreement between a Fund and the Distributor requires the Distributor to use all reasonable efforts in connection with the distribution of the Fund’s shares. However, the Distributor has no obligation to sell any specific number of shares and will only sell shares for orders it receives.

Custodian. Fifth Third Bank (“Custodian”), 38 Fountain Square Plaza, Cincinnati, OH 45263, serves as custodian for the Funds’ assets. The Custodian acts as the depository for the Funds, safekeeps its portfolio securities, collects all income and other payments with respect to portfolio securities, disburses monies at a Fund’s request and maintains records in connection with its duties as Custodian.

Independent Registered Public Accounting Firm. The Trustees have selected the firm BBD, LLP, 1835 Market Street, 3^rd Floor, Philadelphia, Pennsylvania 19103, to serve as independent registered public accounting firm for the Funds for their current fiscal year, as well as to audit the annual financial statements of the Funds, prepare the Funds’ federal, state and excise tax returns and consult with the Funds on matters of accounting and federal and state income taxation.

The independent registered public accounting firms will audit the financial statements of the Funds at least once each year. Shareholders will receive annual audited and semi-annual (unaudited) reports when published and written confirmation of all transactions in their account. A copy of the most recent Annual Report of a Fund will accompany the SAI whenever a shareholder or a prospective investor requests it.

Legal Counsel. Practus, LLP, located at 11300 Tomahawk Creek Parkway, Suite 310, Leawood, Kansas 66211, serves as legal counsel to the Funds.

Additional Information about the Funds

Form of Organization. The Funds are organized as separate series of the Trust. The Trust is an open-end management investment company organized as a Delaware statutory trust. The Trust is governed by a Board of Trustees. For more information about the history of the Trust see the Statement of Additional Information for the Funds dated January 28, 2020.

Dividends and Other Distributions. Each Fund will distribute all or substantially all its income and gains to its shareholders every year. Dividends paid by the Funds derived from net investment income, if any, will generally be paid annually and capital gains distributions, if any, will be made at least annually. Shareholders may elect to take dividends from net investment income or capital gains distributions, if any, in cash or reinvest them in additional Fund shares. Although a Fund will not be taxed on amounts it distributes, shareholders will generally be taxed on distributions, regardless of whether distributions are paid by the Fund in cash or are reinvested in additional Fund shares.

Financial Highlights. The fiscal year end of the Funds is September 30^th. The surviving entity of the Reorganization will be the Global Fund. The financial highlights of the Global Fund and the Alternatives Fund that are contained in Appendix C have been audited by BBD, LLP, the Funds’ independent public accounting firm. BBD was the independent registered public accounting firm for the years/periods presented from May 31, 2018 to present. All prior years/periods were audited by the Funds' predecessor independent registered public accounting firm.

Capitalization. The fiscal year end of each Fund is September 30^th. The following table shows on an unaudited basis the capitalization of each of the Funds as of March 31, 2020 and on a pro forma basis as of March 31, 2020, giving effect to the Reorganization. March 31 represents each Fund’s semi-annual reporting period.

* On May 29, 2020 Investor Class shares for each Fund were exchanged for such Fund’s Institutional Class shares. The pro forma Net Assets – Institutional Class and pro forma Shares Outstanding – Institutional Class both include the exchanged Investor Class shares for each Fund and assumes that 138,548 shares were issued from the exchange of Alternatives Fund Investor Shares into Alternatives Fund Institutional Shares and 37,866 shares issued from the exchange of Global Fund Investor Shares into Global Fund Institutional Shares and 2,947,226 shares issued from the conversion of the Alternatives Fund Institutional Shares into the Global Fund Institutional Shares and are presented based on Pro Forma amounts as-of March 31, 2020.

The capitalization of the Alternatives Fund, and consequently the pro forma capitalization of the Global Fund, is likely to be different at the effective time of the Reorganization as a result of market movements and daily share purchase and redemption activity, as well as the effects of other ongoing operations of the Funds prior to completion of the Reorganization. 

Additional Information about the Reorganization

The Reorganization Agreement

The terms and conditions under which the proposed transaction may be consummated are set forth in the Reorganization Agreement. Significant provisions of the Reorganization Agreement are summarized below; however, this summary is qualified in its entirety by reference to the Reorganization Agreement, a form of which is attached to this Proxy Statement/Prospectus as Appendix A.

The Reorganization Agreement provides for: (i) the transfer, as of the Closing Date, of all of the assets of the Alternatives Fund in exchange for shares of beneficial interest of the Global Fund and the assumption by the Global Fund of all of the Alternatives Fund’s liabilities; and (ii) the distribution of shares of beneficial interest of the Global Fund to shareholders of the Alternatives Fund, as provided for in the Reorganization Agreement. The Alternatives Fund will then be liquidated.

Each shareholder of the Alternatives Fund will hold, immediately after the Closing Date, the corresponding shares of the Global Fund having an aggregate value equal to the aggregate value of the shares of the Alternatives Fund held by that shareholder as of the close of business on the Closing Date. In the interest of economy and convenience, shares of the Global Fund will not be represented by physical certificates.

The obligations of the Funds under the Reorganization Agreement are subject to various conditions, including approval by the shareholders of the Alternatives Fund and that each Fund receives an opinion from Practus, LLP. to the effect that the Reorganization will qualify as a tax-free reorganization for federal income tax purposes. The Reorganization Agreement also requires that each of the Funds take, or cause to be taken, all actions, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by the Reorganization Agreement. The Reorganization Agreement may be terminated by mutual agreement of the parties or by one party on certain other grounds. Please refer to Appendix A to review the terms and conditions of the Reorganization Agreement.

Expenses of the Reorganization

The expenses of the Reorganization will be paid by Timber Point. The expenses of the Reorganization include, but are not limited to, the costs associated with the preparation of necessary filings with the SEC, printing and distribution of the Proxy Statement/Prospectus and proxy materials, legal fees, accounting fees, securities registration fees, and expenses of holding the Special Meeting. The expenses of the Reorganization are estimated to be $46,543.

Tax Considerations

The Reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization under Section 368 of the Code. Accordingly, pursuant to this treatment, neither the Alternatives Fund nor its shareholders, nor the Global Fund nor its shareholders, are expected to recognize any gain or loss for federal income tax purposes from the transactions contemplated by the Reorganization. In addition, a shareholder’s tax basis for shares held in the Alternatives Fund would carry over to shares of the Global Fund acquired in the Reorganization, and the holding period for shares held as a capital asset would also carry over to the Global Fund shares received in the Reorganization.

As a condition to the closing of the Reorganization, the Funds will receive an opinion from Practus, LLP to the effect that the Reorganization will qualify as a tax-free reorganization for federal income tax purposes.

A successful challenge to the tax-free status of the Reorganization by the Internal Revenue Service (the “IRS”) would result in Alternatives Fund shareholders recognizing gain or loss with respect to each Alternatives Fund share equal to the difference between that shareholder’s basis in the share and the fair market value, as of the time of the Reorganization, of each Global Fund share received in exchange therefore.  In such event, a shareholder’s aggregate basis in the shares of the Global Fund received in the exchange would equal such fair market value, and the shareholder’s holding period for the shares would not include the period during which such shareholder held the Alternatives Fund shares.

If any of the representations or covenants of the parties as described herein is inaccurate, the tax consequences of the transaction could differ materially from those summarized herein.  Furthermore, the description of the tax consequences set forth herein will neither bind the IRS, nor preclude the IRS or the courts from adopting a contrary position.  No assurance can be given that contrary positions will not successfully be asserted by the IRS or adopted by a court if the issues are litigated.  No ruling has been or will be requested from the IRS in connection with this transaction.  No assurance can be given that future legislative, judicial or administrative changes, on either a prospective or retroactive basis, or future factual developments, would not adversely affect the accuracy of the conclusions stated herein.  Therefore, shareholders should consult their own tax adviser as to the specific tax consequences to them under the federal income tax laws, as well as any consequences under other applicable state or local or foreign tax laws given each shareholder’s own particular tax circumstances.

Before the Closing Date, the Alternatives Fund will pay to shareholders a cash distribution consisting of any undistributed investment company taxable income and/or any undistributed realized net capital gains, including any net gains realized from any sales of assets prior to the Closing Date. This distribution will be taxable to shareholders that are subject to tax.

Due to the similarities in investment objective, investment strategies and risks, and size of each Fund, a repositioning of the portfolio assets of the Alternatives Fund or the Global Fund, either before or after the Reorganization, is not anticipated. If any sales were to occur due to a repositioning of the portfolio assets of the Alternatives Fund, the actual tax impact of such sales would depend on the difference between the price at which such portfolio assets were sold and the Alternatives Fund’s basis in such assets. Any capital gains recognized from sales occurring due to a repositioning of the portfolio assets of the Alternatives Fund would be distributed to the Alternatives Fund’s shareholders as capital gain dividends (to the extent of the excess of net realized long-term capital gains over net realized short-term capital losses) and ordinary dividends (to the extent of net realized short-term capital gains) during or with respect to the year of sale, and such distributions would be taxable to shareholders. Timber Point may continue to buy or sell portfolio securities of the Funds in the normal course of business.

Assuming the Reorganization qualifies as a tax-free reorganization, as expected, the Global Fund will succeed to the capital loss carryovers, if any, of the Alternatives Fund upon the closing of the Reorganization for federal income tax purposes.  At their last fiscal year end, the Funds had capital loss carryforwards available for federal tax purposes available to offset future gains as follows:

If these capital loss carryovers exist as of the closing date of the Reorganization, they will be available to offset future gains recognized by the combined Global Fund, subject to limitations under the Internal Revenue Code as described further below.  Where these limitations apply, all or a portion of a Fund’s capital loss carryovers may become unavailable, the effect of which may be to accelerate the recognition of taxable gain to the combined Fund and its shareholders post-closing.

First, a Fund’s capital loss carryforwards are subject to an annual limitation if that Fund undergoes a more than 50% change in ownership. In the current case, this limitation will apply to the capital loss carryforwards of the Global Fund. This limitation can materially affect the ability of the combined fund to use the capital loss carryforwards of the Global Fund after the merger. Capital losses of a Fund arising in its taxable year beginning after December 22, 2010 or thereafter may be carried forward indefinitely to offset future capital gains; capital losses arising in earlier taxable years generally may be carried forward only to each of the eight taxable years succeeding the loss year. Second, if either Fund has net unrealized built-in gains at the time of the Reorganization, for five years beginning after that date, such built-in gains, when realized, may not be offset by the losses (including any capital loss carryovers and “built in losses”) of the other Fund. Third, the capital losses of the Alternatives Fund that may be used by the Global Fund (including to offset any “built-in gains” of the Alternatives Fund itself) for the first taxable year ending after the closing date will be limited to an amount equal to the capital gain net income of the Global Fund for such taxable year (excluding capital loss carryovers) treated as realized post-closing based on the number of days remaining in such year.

Shareholders of the Alternatives Fund will receive a proportionate share of any taxable income and gains realized by the Global Fund and not distributed to its shareholders prior to the Reorganization when such income and gains are eventually distributed by the combined Global Fund.  As a result, shareholders of the Alternatives Fund may receive a greater amount of taxable distributions than they would have if the Reorganization had not occurred.  In addition, if the Global Fund, following the Reorganization, has proportionately greater unrealized appreciation in its portfolio investments as a percentage of its NAV than the Alternatives Fund, shareholders of the Alternatives Fund, post-closing, may receive greater amounts of taxable gain as such portfolio investments are sold than they otherwise might have if the Reorganization had not occurred. 

You should consult your tax adviser regarding the effect, if any, of the Reorganization in light of your particular circumstances, as well as the state and local tax consequences, if any, of the Reorganization because this discussion only relates to the federal income tax consequences.

Accounting Survivor.  

The Board of Trustees expects the Global Fund to be the accounting survivor following the Reorganization. This is based on the following information: the investment adviser and portfolio manager to the Global Fund will continue serving the Fund; the investment objective, policies and restrictions of the Global Fund are expected to remain the same; the expense structure of the Global Fund is expected to remain in place; the Global Fund’s investment advisory fee will remain in place; and the portfolio of the Global Fund is not expected to change significantly as part of the Reorganization. 

Board Recommendation

Based upon its review, the Board, including a majority of the Trustees who are not “interested persons,” as defined by the 1940 Act (the “Independent Trustees”), determined that the Reorganization would be in the best interests of the Funds and their shareholders. In addition, the Board determined that the interests of the shareholders of the Funds would not be diluted as a result of the Reorganization.

Accordingly, after consideration of such factors and information it considered relevant, the Board, including a majority of the Independent Trustees, approved the Reorganization and voted to recommend to shareholders that they approve the Reorganization. The Board is therefore recommending that the Alternatives Fund’s shareholders vote “FOR” the Reorganization. 

Board Considerations

The proposed Reorganization was presented to the Board for consideration at a meeting held on April 30, 2020. At this meeting, the Board reviewed detailed information about the proposed Reorganization. For the reasons discussed below, the Trustees, including all the Independent Trustees of the Trust, determined that the Reorganization is in the best interests of the Funds and their shareholders and voted to approve the Reorganization.

The Board was advised that it would be advisable and in the best interests of the Alternatives Fund and its shareholders for Timber Point to merge the Alternatives Fund with and into the Global Fund. Timber Point indicated that the reorganization should allow the shareholders of the Alternatives Fund to gain exposure to a broader portion of the overall global investment markets while gaining economies of scale for all shareholders by combining the assets of the Funds.

The Board, in recommending the proposed Reorganization, considered a number of factors in connection with this decision. Among the factors considered by the Board were:

The Board also considered alternatives to the Reorganization, such as the liquidation of the Alternatives Fund. In considering the alternative of liquidation, the Board noted that liquidation could result in tax consequences to Alternatives Fund shareholders that would be avoided in the Reorganization.  The Board also noted that (1) shareholders not wishing to become part of the Global Fund could redeem their shares of the Alternatives Fund at any time prior to closing without penalty and (2) that the Reorganization would allow shareholders of the Alternatives Fund who wished to retain their investment after the Reorganization to do so in a registered mutual fund with a similar investment strategy managed by the same investment adviser and portfolio manager.  

After consideration of the factors noted above, together with other factors and information considered to be relevant, the Board determined that the Reorganization is in the best interests of the Alternatives Fund and, accordingly, unanimously approved the Reorganization with the Global Fund and the Reorganization and recommended that shareholders vote “For” the Reorganization. 

Required Vote

Approval of the Reorganization requires the affirmative vote of the lesser of: (i) 67% or more of the voting securities present at the Special Meeting, provided that more than 50% of the voting securities are present in person or represented by proxy at the Special Meeting; or (ii) a majority of the voting securities entitled to vote.

If shareholders of the Alternatives Fund do not approve the Reorganization, the Alternatives Fund will continue to be managed by Timber Point as described in the prospectus, and the Board will determine what additional action, if any, should be taken.

GENERAL INFORMATION ABOUT THE PROXY STATEMENT/PROSPECTUS

Quorum and Required Vote. Fifty percent (50%) of the outstanding shares of the Alternatives Fund entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at the Special Meeting.

Approval of the Proposal requires the affirmative vote of the holders of a “majority of the outstanding voting shares,” as that term is defined in the 1940 Act. As defined in the 1940 Act, a vote of the holders of a majority of the outstanding shares of a Fund means the vote of (1) 67% or more of the voting shares of the Alternatives Fund present at the meeting, if the holders of more than 50% of the outstanding shares of the Alternatives Fund are present in person or represented by proxy, or (2) more than 50% of the outstanding voting shares of the Alternatives Fund, whichever is less. Abstentions of broker non-votes will have the effect of a “no” vote on the Proposal.

“Broker non-votes” (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) and abstentions will be counted for purposes of determining the presence of a quorum. However, since such shares are not voted in favor of the Proposal, they have the effect as counting AGAINST the Proposal.

Other Business.  The Trustees know of no other business to be brought before the Special Meeting. However, if any other matters properly come before the Special Meeting, they intend that proxies that do not contain specific restrictions to the contrary be voted on such matters in accordance with the judgment of the persons named in the proxy card. The Trust does not have annual meetings and, as such, does not have a policy relating to the attendance by the Trustees at shareholder meetings.

Revocation of Proxies.  If you appoint a proxy by signing and returning your proxy card, you can revoke that appointment at any time before it is exercised.  You can revoke your proxy by sending in another proxy with a later date, by notifying the Trust’s Secretary in writing, that you have revoked your proxy prior to the Special Meeting, at the following address:  4300 Shawnee Mission Parkway, Suite 100, Fairway, Kansas 66205, or by attending the Special Meeting and voting in person.

Shareholder Proposals. Any shareholder proposals to be considered at this Special Meeting must be received by the Trust within a reasonable period of time, as determined by the officers of the Trust. The Board’s designated chairman for the Special Meeting shall make any determinations as to whether such proposals have been received within a reasonable period of time.

Adjournment.  In the event that a quorum is not present at the Special Meeting, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies.  Any such adjournment will require the affirmative vote of a majority of those shares represented at the Special Meeting in person or by proxy and entitled to vote at the Special Meeting.  Signed proxies that have been returned to the Trust without any indication of how the shareholder wished to vote will be voted in favor of the proposal to adjourn the Special Meeting.

Annual and Semi-Annual Reports.  The most recent annual and semi-annual reports to shareholders of the Funds (when available) will be provided to shareholders at no cost. To request a report, please call us toll-free at (877) 244-6235 or write to us at 4300 Shawnee Mission Parkway, Suite 100, Fairway, Kansas 66205.  

Proxy Solicitation Costs.  The estimated costs of solicitation of proxies and expenses incurred in connection with the preparation of proxy materials are being borne by Timber Point. The estimated cost of solicitation is not expected to exceed $46,543.

The Trust has engaged AST Fund Solutions, LLC (“AST”) to provide shareholder meeting services, including the distribution of this Proxy Statement and related materials to shareholders as well as vote tabulation. In addition to the use of mail, a phone campaign may be utilized as necessary as part of the solicitation services to be provided by AST. By voting immediately, you can help the Trust avoid the additional expense of a second proxy solicitation. Only one copy of this Proxy Statement may be mailed to a shareholder holding shares in multiple accounts within a Fund or multiple Funds of the Trust. Additionally, unless the Trust has received contrary instructions, only one copy of this Proxy Statement will be mailed to a given address where two or more shareholders share that address. Additional copies of the Proxy Statement will be delivered promptly upon request. Requests may be sent to: M3Sixty Administration, LLC, 4300 Shawnee Mission Parkway, Suite 100, Fairway, Kansas 66205 or made by telephone by calling (877) 244-6235.

Outstanding Shares. The shares outstanding of the Alternatives Fund as of July 1, 2020 are: 3,045,576.61.

Beneficial Ownership. Appendix D sets forth the names, addresses and percentage ownership of those shareholders known by the Trust to own beneficially 5% or more of the outstanding shares of the Alternatives Fund as of the Record Date.

PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY TO ENSURE THAT A QUORUM IS PRESENT AT THE MEETING. A SELF-ADDRESSED, POSTAGE PREPAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

PROXY CARD

360 Funds 

Timber Point Alternatives Fund 

Proxy for a meeting of shareholders to be held on August 21, 2020

The undersigned hereby appoints Ted L. Akins and Brandon J. Byrd as Proxy of the undersigned, with full power of substitution, and hereby authorizes either of them to vote on behalf of the undersigned all shares of the Fund listed on the following page that the undersigned is entitled to vote at the Special Meeting of Shareholders of the Fund to be held at 9:00 A.M. Central Time, on August 21, 2020 at the offices of M3Sixty Administration, LLC, 4300 Shawnee Mission Parkway, Suite 100, Fairway, KS 66205 or made by telephone by calling (800) 628-8528 and at any postponements or adjournments thereof, as fully as the undersigned would be entitled to vote if personally present. This proxy will be governed by and construed in accordance with the laws of the State of Delaware and applicable federal securities laws. The execution of this proxy is not intended to, and does not, revoke any prior proxies or powers of attorney other than the revocation, in accordance with the laws of the State of Delaware and applicable federal securities laws, of any proxy previously granted specifically in connection with the voting of the shares subject hereto. This proxy may be revoked at any time prior to the exercise of the powers conferred thereby. 

This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR the proposal. In his discretion, the Proxy is authorized to vote upon such other matters as may properly come before the meeting.

Do you have questions? If you have any questions about how to vote your proxy or about the meeting in general, please call toll-free 1-800-628-8528. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time. 

Important Notice Regarding the Availability of Proxy Materials for this Special Meeting of Shareholders to Be Held on August 21, 2020. The proxy statement for this meeting is available at:

 https://vote.proxyonline.com/tp/docs/alternatives2020.pdf 

Please record your voting instructions on this card, sign it below, and return it promptly in the envelope provided. Your vote is important. 

Please sign your name exactly as it appears on this card. If you are a joint owner, any one of you may sign. When signing as executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you are signing for a corporation, please sign the full corporate name and indicate the signer’s office. If you are a partner, sign in the partnership name.

PLEASE FOLD HERE AND RETURN THE ENTIRE BALLOT – DO NOT DETACH

DEAR SHAREHOLDER:

Your vote is important. Please help us to eliminate the expense of follow-up mailings by signing and returning this proxy card. A postage-paid envelope is enclosed for your convenience. Please refer to the back of the proxy card for additional information regarding the proposal.

Please fill in a box as shown using black or blue ink or number 2 pencil.     ☐

PLEASE DO NOT USE FINE POINT PENS.

1.  To approve an Agreement and Plan of Reorganization by and between the Timber Point Alternatives Fund (the “Alternatives Fund”) and the Timber Point Global Allocations Fund (the “Global Fund”), providing for the reorganization of the Alternatives Fund with and into the Global Fund.

2.  To transact such other business as may be properly come before the Special Meeting and any postponement or adjournment.

APPENDIX A

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of April 30, 2020, by and among 360 Funds, a Delaware statutory trust with its principal place of business at 4300 Shawnee Mission Parkway, Suite 100, Fairway, Kansas 66205, on behalf of its series, Timber Point Global Allocations Fund (the “Acquiring Fund”), the 360 Funds, a Delaware statutory trust with its principal place of business at 4300 Shawnee Mission Parkway, Suite 100, Fairway, Kansas 66205, on behalf of its series, Timber Point Alternatives Fund (the “Acquired Fund”), and Timber Point Capital Management, LLC (“Timber Point” and the “Adviser”), a New York limited liability company with its principal place of business at 555 Pleasantville Road, Suite N202, Briarcliff Manor, NY 10510, in regards to Section 4.3 of the Agreement.

This Agreement is intended to be and is adopted as a plan of reorganization and liquidation within the meaning of Section 368(a)(1) of the United States Internal Revenue Code of 1986, as amended (the “Code”). The reorganization (the “Reorganization”) will consist of the transfer of all of the assets of the Acquired Fund to the Acquiring Fund in exchange solely for Institutional Class voting shares of beneficial interest of the Acquiring Fund (the “Acquiring Fund Shares”), the assumption by the Acquiring Fund of the liabilities of the Acquired Fund described in paragraph 1.3, and the distribution of the Acquiring Fund Shares to the shareholders of the Acquired Fund in complete liquidation of the Acquired Fund as provided herein, all upon the terms and conditions hereinafter set forth in this Agreement.

WHEREAS, the Acquired Fund and the Acquiring Fund are series of open-end, registered investment companies of the management type and the Acquired Fund owns securities which generally are assets of the character in which the Acquiring Fund is permitted to invest; and

WHEREAS, the Board of Trustees of the Acquiring Fund has determined that the exchange of all of the assets of the Acquired Fund for Acquiring Fund Shares and the assumption of the liabilities of the Acquired Fund, as described in paragraphs 1.2 and 1.3 herein, by the Acquiring Fund are in the best interests of the Acquiring Fund and its shareholders and that the interests of the existing shareholders of the Acquiring Fund would not be diluted as a result of this transaction; and

WHEREAS, the Board of Trustees of the Acquired Fund has determined that the exchange of all of the assets of the Acquired Fund for Acquiring Fund Shares and the assumption of the liabilities of the Acquired Fund by the Acquiring Fund, as described in paragraphs 1.2 and 1.3 herein, is in the best interests of the Acquired Fund and its shareholders and that the interests of the existing shareholders of the Acquired Fund would not be diluted as a result of this transaction.

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

1. TRANSFER OF ASSETS OF THE ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND

1.1. Subject to the requisite approval of the Acquired Fund shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of the Acquired Fund’s assets, as set forth in paragraph 1.2, to the Acquiring Fund, and the Acquiring Fund agrees in exchange therefor: (i) to deliver to the Acquired Fund the number of full and fractional Institutional Class Acquiring Fund Shares determined by dividing the value of the Acquired Fund’s net assets with respect to the class, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquiring Fund Share of the same class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume the liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place at the closing provided for in paragraph 3.1 (the “Closing”).

1.2. The assets of the Acquired Fund to be acquired by the Acquiring Fund shall consist of all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the closing date provided for in paragraph 3.1 (the “Closing Date”) (collectively, “Assets”).

1.3. The Acquired Fund will endeavor to discharge all its liabilities and obligations prior to the Closing Date. The Acquiring Fund shall assume all the liabilities of the Acquired Fund whether accrued or contingent, known or unknown, existing at the Valuation Date, as defined in paragraph 2.1. On or as soon as practicable prior to the Closing Date, the Acquired Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date.

1.4. Immediately after the transfer of assets provided for in paragraph 1.1, the Acquired Fund will distribute to the Acquired Fund’s shareholders of record with respect to its Institutional Class shares, determined as of immediately after the close of business on the Closing Date, on a pro rata basis within the class, the Acquiring Fund Shares of the class received by the Acquired Fund pursuant to paragraph 1.1. In addition, as soon as is reasonably practicable after the Closing, the Acquired Fund will completely liquidate. Such distribution and liquidation will be accomplished, with respect to the class of the Acquired Fund’s shares, by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the shareholders of record of the class of the Acquired Fund’s shares, determined as of immediately after the close of business on the Closing Date (the “Acquired Fund Shareholders”). The aggregate net asset value of Institutional Class Acquiring Fund Shares to be so credited to shareholders of Institutional Class shares of the Acquired Fund shall, with respect to the class, be equal to the aggregate net asset value of the Acquired Fund of that class owned by such shareholders on the Closing Date. All issued and outstanding Institutional Class Acquired Fund shares will simultaneously be canceled on the books of the Acquired Fund, although share certificates representing interests in Institutional Class shares of the Acquired Fund will represent a number of shares of the class of Acquiring Fund Shares after the Closing Date, as determined in accordance with Section 2.3. The Acquiring Fund shall not issue certificates representing the Institutional Class Acquiring Fund Shares in connection with such exchange.

1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent, as defined in paragraph 3.3.

1.6. Any reporting responsibility of the Acquired Fund including, but not limited to, the responsibility for filing of regulatory reports, tax returns, or other documents with the U.S. Securities and Exchange Commission (the “Commission”), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund.

2. VALUATION

2.1. The value of the Assets shall be the value computed as of immediately after the close of business of the New York Stock Exchange and after the declaration of any dividends on the Closing Date (such time and date being hereinafter called the “Valuation Date”), using the valuation procedures in the then-current prospectus and statement of additional information with respect to the Acquiring Fund, and valuation procedures established by the Acquiring Fund’s Board of Trustees.

2.2. The net asset value of Institutional Class Acquiring Fund Shares shall be the net asset value per share computed with respect to that class as of the Valuation Date, using the valuation procedures set forth in the Acquiring Fund’s then-current prospectus and statement of additional and valuation procedures established by the Acquiring Fund’s Board of Trustees.

2.3. The number of the Institutional Class Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for the Acquired Fund’s assets shall be determined with respect to the class by dividing the value of the net assets with respect to the Institutional Class shares of the Acquired Fund, as the case may be, determined using the same valuation procedures referred to in paragraph 2.1, by the net asset value of the Acquiring Fund Shares of the class, determined in accordance with paragraph 2.2.

2.4. All computations of value shall be made by the Acquired Fund’s designated record keeping agent and shall be subject to review by Acquiring Fund’s record keeping agent and by each Fund’s respective independent registered public accounting firm.

3. CLOSING AND CLOSING DATE

3.1. The Closing Date shall be August 21, 2020 or such other date as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time. The Closing shall be held at the offices of the Acquiring Fund or at such other time and/or place as the parties may agree.

3.2. The Acquired Fund shall direct Fifth Third Bank, N.A., as custodian for the Acquired Fund (the “Custodian”), to deliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets shall have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date; and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to the custodian for the Acquiring Fund no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Acquired Fund’s Assets are deposited, the Acquired Fund’s portfolio securities and instruments deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date.

3.3. The Acquired Fund shall direct M3Sixty Administration Services, LLC (the “Transfer Agent”), on behalf of the Acquired Fund, to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Fund shareholders and the number and percentage ownership of outstanding Institutional Class shares owned by such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Acquired Fund, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request.

3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees of the Acquired Fund or the Board of Trustees of the Acquiring Fund, accurate appraisal of the value of the net assets of the Acquiring Fund or the Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

4. REPRESENTATIONS AND WARRANTIES

4.1. Except as has been disclosed to the Acquiring Fund in a written instrument executed by an officer of the 360 Funds, the 360 Funds, on behalf of the Acquired Fund, represents and warrants as follows:

(a) The Acquired Fund is duly organized as a series of the 360 Funds, which is a statutory trust, validly existing and in good standing under the laws of the State of Delaware, with power under the 360 Funds’ Declaration of Trust to own all of its properties and assets and to carry on its business as it is now being conducted;

(b) The 360 Funds is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act, and the registration of shares of the Acquired Fund under the Securities Act of 1933, as amended (“1933 Act”), are in full force and effect;

(c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the 1940 Act and such as may be required by state securities laws;

(d) The current prospectus and statement of additional information of the Acquired Fund and each prospectus and statement of additional information of the Acquired Fund used during the three years previous to the date of this Agreement conforms or conformed at the time of its use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not, or did not at the time of its use, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading;

(e) On the Closing Date, the Acquired Fund will have good and marketable title to the Assets and full right, power, and authority to sell, assign, transfer and deliver such Assets hereunder free of any liens or other encumbrances, and upon delivery and payment for such Assets, the Acquiring Fund will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act, other than as disclosed to the Acquiring Fund;

(f) The Acquired Fund is not engaged currently, and the execution, delivery and performance of this Agreement will not result, in (i) a material violation of the 360 Funds’ Declaration of Trust or By-Laws or of any agreement, indenture, instrument, contract, lease or other undertaking to which the 360 Funds, on behalf of the Acquired Fund, is a party or by which it is bound; or (ii) the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the 360 Funds, on behalf of the Acquired Fund, is a party or by which it is bound;

(g) All material contracts or other commitments of the Acquired Fund (other than this Agreement and certain investment contracts including options, futures and forward contracts) will terminate without liability to the Acquired Fund prior to the Closing Date;

(h) Except as otherwise disclosed in writing to and accepted by 360 Funds, on behalf of the Acquiring Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to its knowledge, threatened against the Acquired Fund or any of its properties or assets that, if adversely determined, would materially and adversely affect its financial condition or the conduct of its business. The 360 Funds, on behalf of the Acquired Fund, knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated;

(i) The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Schedule of Investments of the Acquired Fund at September 30, 2019, have been audited by BBD, LLP, an independent registered public accounting firm, and are in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) consistently applied, and such statements (copies of which have been furnished to the Acquiring Fund) present fairly, in all material respects, the financial condition of the Acquired Fund as of such date in accordance with U.S. GAAP, and there are no known contingent liabilities of the Acquired Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with U.S. GAAP as of such date not disclosed therein;

(j) Since September 30, 2019, there has not been any material adverse change in the Acquired Fund’s financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by the Acquired Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Acquiring Fund (for the purposes of this subparagraph (j), a decline in net asset value per share of the Acquired Fund due to declines in market values of securities in the Acquired Fund’s portfolio, the discharge of Acquired Fund liabilities, or the redemption of Acquired Fund shares by shareholders of the Acquired Fund shall not constitute a material adverse change);

(k) On the Closing Date, all Federal and other tax returns, dividend reporting forms, and other tax-related reports of the Acquired Fund required by law to have been filed by such date (including any extensions) shall have been filed and are, or will be, correct in all material respects, and all Federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and to the best of the Acquired Fund’s knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns;

(l) For each taxable year of its operation (including the taxable year ending on the Closing Date), the Acquired Fund has met (or will meet) the requirements of Sub-chapter M of the Code for qualification as a regulated investment company, has been (or will be) eligible to compute and has computed (or will compute) its federal income tax under Section 852 of the Code, and will have distributed all of its investment company taxable income and net capital gain (as defined in the Code) that has accrued through the Closing Date, and before the Closing Date will have declared dividends sufficient to distribute all of its investment company taxable income and net capital gain for the period ending on the Closing Date;

(m) All issued and outstanding shares of the Acquired Fund are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable, and have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws, as applicable. All of the issued and outstanding shares of the Acquired Fund will, at the time of Closing, be held by the persons and in the amounts set forth in the records of the Transfer Agent, on behalf of the Acquired Fund, as provided in paragraph 3.3. The Acquired Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the shares of the Acquired Fund, nor is there outstanding any security convertible into any of the Acquired Fund shares;

(n) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action, if any, on the part of the Board of Trustees of the 360 Funds, on behalf of the Acquired Fund, and, subject to the approval of the shareholders of the Acquired Fund, this Agreement will constitute a valid and binding obligation of the Acquired Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles;

(o) The information to be furnished by the 360 Funds, on behalf of the Acquired Fund, for use in registration statements, proxy materials and other documents filed or to be filed with any federal, state or local regulatory authority (including the Financial Industry Regulatory Authority) that may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with Federal securities and other laws and regulations thereunder applicable thereto; and

(p) The proxy statement of the Acquired Fund (the “Proxy Statement”) to be included in the Registration Statement referred to in paragraph 5.6, insofar as it relates to the Acquired Fund, will, on the effective date of the Registration Statement and on the Closing Date (i) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not materially misleading, provided, however, that the representations and warranties in this subparagraph (p) shall not apply to statements in or omissions from the Proxy Statement and the Registration Statement made in reliance upon and in conformity with information that was furnished by the Acquiring Fund for use therein; and (ii) comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder.

4.2. Except as has been disclosed to the Acquired Fund in a written instrument executed by an officer of the 360 Funds, the 360 Funds, on behalf of the Acquiring Fund, represents and warrants to the Trust as follows:

(a) The Acquiring Fund is duly organized as a series of the 360 Funds, which is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware, with power under the 360 Funds’ Declaration of Trust to own all of its properties and assets and to carry on its business as it is now being conducted;

(b) 360 Funds is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act and the registration of the shares of the Acquiring Fund under the 1933 Act, are in full force and effect;

(c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and such as may be required by state securities laws;

(d) The current prospectus and statement of additional information of the Acquiring Fund and each prospectus and statement of additional information of the Acquiring Fund used during the three years previous to the date of this Agreement conforms or conformed at the time of its use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not, or did not at the time of its use, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading;

(e) On the Closing Date, the Acquiring Fund will have good and marketable title to the Acquiring Fund’s assets, free of any liens or other encumbrances, except those liens or encumbrances as to which the Acquired Fund has received notice and necessary documentation at or prior to the Closing;

(f) The Acquiring Fund is not engaged currently, and the execution, delivery and performance of this Agreement will not result, in (i) a material violation of the 360 Funds’ Declaration of Trust or By-Laws or of any agreement, indenture, instrument, contract, lease or other undertaking to which 360 Funds, on behalf of the Acquiring Fund, is a party or by which it is bound; or (ii) the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Trust, on behalf of the Acquiring Fund, is a party or by which it is bound;

(g) Except as otherwise disclosed in writing to and accepted by 360 Funds, on behalf of the Acquired Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to its knowledge, threatened against 360 Funds, on behalf of the Acquiring Fund, or any of its properties or assets that, if adversely determined, would materially and adversely affect its financial condition or the conduct of its business. 360 Funds, on behalf of the Acquiring Fund, knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated;

(h) The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets and Schedule of Investments of the Acquiring Fund at September 30, 2019, have been audited by BBD, LLP, an independent registered public accounting firm, and are in accordance with U.S. GAAP consistently applied, and such statements (copies of which have been furnished to the Acquired Fund) present fairly, and in all materials respects, the financial condition of the Acquiring Fund as of such date in accordance with U.S. GAAP, and there are no known contingent liabilities of the Acquiring Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with U.S. GAAP as of such date not disclosed therein;

(i) Since September 30, 2019, there has not been any material adverse change in the Acquiring Fund’s financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Acquired Fund. (For purposes of this subparagraph (i), a decline in net asset value per share of the Acquiring Fund due to declines in market values of securities in the Acquiring Fund’s portfolio, the discharge of Acquiring Fund liabilities, or the redemption of Acquiring Fund Shares by shareholders of the Acquiring Fund, shall not constitute a material adverse change);

(j) On the Closing Date, all Federal and other tax returns, dividend reporting forms, and other tax-related reports of the Acquiring Fund required by law to have been filed by such date (including any extensions) shall have been filed and are or will be correct in all material respects, and all Federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and to the best of the Acquiring Fund’s knowledge no such return is currently under audit and no assessment has been asserted with respect to such returns;

(k) For each taxable year of its operation (including the taxable year that includes the Closing Date), the Acquiring Fund has met (or will meet) the requirements of Sub-chapter M of the Code for qualification as a regulated investment company, has been eligible to (or will be eligible to) compute and has computed (or will compute) its federal income tax under Section 852 of the Code, and has distributed all of its investment company taxable income and net capital gain (as defined in the Code) for periods ending prior to the Closing Date;

(l) All issued and outstanding shares of the Acquiring Fund are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable and have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws, as applicable. All of the issued and outstanding shares of the Acquiring Fund will, at the time of Closing, be held by the persons and in the amounts set forth in the records of the Transfer Agent, on behalf of the Acquiring Fund, as provided in paragraph 3.3. The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any Acquiring Fund Shares, nor is there outstanding any security convertible into any Acquiring Fund Shares;

(m) The execution, delivery and performance of this Agreement will have been fully authorized prior to the Closing Date by all necessary action, if any, on the part of the Board of Trustees of 360 Funds, on behalf of the Acquiring Fund, and this Agreement will constitute a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles;

(n) The Institutional Class Acquiring Fund Shares to be issued and delivered to the Acquired Fund, for the account of the Acquired Fund shareholders, pursuant to the terms of this Agreement, will on the Closing Date have been duly authorized and, when so issued and delivered, will be duly and validly issued Acquiring Fund Shares, and will be fully paid and non-assessable;

(o) The information to be furnished by 360 Funds, on behalf of the Acquiring Fund, for use in the registration statements, proxy materials and other documents filed or to be filed with any federal, state or local regulatory authority (including the Financial Industry Regulatory Authority), that may be necessary in connection with the transactions contemplated hereby shall be accurate and complete in all material respects and shall comply in all material respects with Federal securities and other laws and regulations thereunder applicable thereto; and

(p) That insofar as it relates to the Acquiring Fund, the Registration Statement relating to the Acquiring Fund Shares issuable hereunder, and the proxy materials with respect to the Acquired Fund to be included in the Registration Statement, and any amendment or supplement to the foregoing, will, as of the date of this Agreement: (i) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading, provided, however, that the representations and warranties in this subparagraph (p) shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information that was furnished by the Acquired Fund for use therein; and (ii) comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder. Additionally, and through the Closing Date, to the extent any statement included in the Registration Statement, as supplemented or amended, relating to the Acquiring Fund Shares issuable hereunder that was not misleading becomes misleading based on events that occur after the date of this Agreement, the Acquiring Fund will, within a commercially reasonable amount of time, inform the Acquired Fund.

4.3. Representations of Timber Point Capital Management, LLC. Timber Point will put into place, or arrange to put into place, expense limitations with respect to the Acquiring Fund that will limit the total operating expenses of the Fund to 1.43% for Institutional Class Shares (exclusive of brokerage fees and commissions, borrowing costs (such as interest and dividend expenses on securities sold short), taxes, extraordinary expenses, fees and expenses paid under a distribution plan adopted pursuant to Rule 12b-1, and indirect expenses (such as “Acquired Fund Fees and Expenses”)) through January 31, 2022.

5. COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND

5.1. The Acquiring Fund and the Acquired Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions, and any other distribution that may be advisable.

5.2. The Acquired Fund will call a meeting of the shareholders of the Acquired Fund to consider and act upon this Agreement and to take all other action necessary to obtain approval of the transactions contemplated herein.

5.3. The Acquired Fund covenants that the Institutional Class Acquiring Fund Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms of this Agreement.

5.4. The Acquired Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Acquired Fund’s shares.

5.5. Subject to the provisions of this Agreement, the Acquiring Fund and the Acquired Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.

5.6. The Acquired Fund will provide the Acquiring Fund with information reasonably necessary for the preparation of a prospectus (the “Prospectus”), which will include the Proxy Statement referred to in paragraph 4.1(p), all to be included in a Registration Statement on Form N-14 of the Acquiring Fund (the “Registration Statement”), in compliance with the 1933 Act, the 1934 Act and the 1940 Act, in connection with the meeting of the shareholders of the Acquired Fund to consider approval of this Agreement and the transactions contemplated herein.

5.7. As soon as is reasonably practicable after the Closing, the Acquired Fund will make a liquidating distribution to its shareholders consisting of the Institutional Class Acquiring Fund Shares received at the Closing.

5.8. The Acquiring Fund and the Acquired Fund shall each use its reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent to effect the transactions contemplated by this Agreement as promptly as practicable.

5.9. The 360 Funds, on behalf of the Acquired Fund, covenants that the 360 Funds will, from time to time, as and when reasonably requested by the Acquiring Fund, execute and deliver or cause to be executed and delivered all such assignments and other instruments, and will take or cause to be taken such further action as 360 Funds, on behalf of the Acquiring Fund, may reasonably deem necessary or desirable in order to vest in and confirm (a) the 360 Funds, on behalf of the Acquired Fund’s, title to and possession of the Acquiring Fund Shares to be delivered hereunder, and (b) 360 Funds’, on behalf of the Acquiring Fund’s, title to and possession of all the assets and otherwise to carry out the intent and purpose of this Agreement.

5.10. The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state blue sky or securities laws as may be necessary in order to continue its operations after the Closing Date.

6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND

The obligations of 360 Funds, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the 360 Funds’ election, to the performance by 360 Funds, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions:

6.1. All representations and warranties of 360 Funds, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date;

6.2. 360 Funds, on behalf of the Acquiring Fund shall have delivered to the 360 Funds a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the 360 Funds and dated as of the Closing Date, to the effect that the representations and warranties of 360 Funds, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the 360 Funds shall reasonably request;

6.3. 360 Funds, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by 360 Funds, on behalf of the Acquiring Fund, on or before the Closing Date; and

6.4. The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of the class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND

The obligations of 360 Funds, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the 360 Funds’ election, to the performance by the 360 Funds, on behalf of the Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions:

7.1. All representations and warranties of the 360 Funds, on behalf of the Acquired Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date;

7.2. The 360 Funds, on behalf of the Acquired Fund shall have delivered to 360 Funds, on behalf of the Acquiring Fund, a statement of the Acquired Fund’s assets and liabilities, as of the Closing Date, certified by the Treasurer of the 360 Funds;

7.3. The 360 Funds, on behalf of the Acquired Fund shall have delivered to 360 Funds, on behalf of the Acquiring Fund, on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to 360 Funds and dated as of the Closing Date, to the effect that the representations and warranties of the 360 Funds, on behalf of the Acquired Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as 360 Funds shall reasonably request;

7.4. The 360 Funds, on behalf of the Acquired Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the 360 Funds, on behalf of the Acquired Fund, on or before the Closing Date;

7.5. The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of the class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1; and

7.6. The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing Date that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to 4:00 p.m. Eastern time on the Closing Date; and (ii) any undistributed investment company taxable income and net realized capital gains from any period to the extent not otherwise already distributed.

8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE ACQUIRED FUND

If any of the conditions set forth below have not been satisfied on or before the Closing Date with respect to the 360 Funds, on behalf of the Acquired Fund, or 360 Funds, on behalf of the Acquiring Fund, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement:

8.1. The Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of the Acquired Fund in accordance with the provisions of the 360 Funds Declaration of Trust, By-Laws, applicable Delaware law and the 1940 Act, and certified copies of the resolutions evidencing such approval shall have been delivered to 360 Funds. Notwithstanding anything herein to the contrary, neither 360 Funds, on behalf of the Acquiring Fund, nor the 360 Funds, on behalf of the Acquired Fund, may waive the conditions set forth in this paragraph 8.1;

8.2. On the Closing Date no action, suit or other proceeding shall be pending or, to its knowledge, threatened before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein;

8.3. All consents of other parties and all other consents, orders and permits of Federal, state and local regulatory authorities deemed necessary by 360 Funds, on behalf of the Acquiring Fund, or the 360 Funds, on behalf of the Acquired Fund, to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Acquired Fund, provided that either party hereto may for itself waive any of such conditions;

8.4. The Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act; and

8.5. The parties shall have received the opinion of Practus, LLP, addressed to 360 Funds substantially to the effect that, based upon certain facts, assumptions, and representations, the transaction contemplated by this Agreement shall constitute a tax-free reorganization for Federal income tax purposes. The delivery of such opinion is conditioned upon receipt by Practus, LLP of representations it shall request of the 360 Funds. Notwithstanding anything herein to the contrary, 360 Funds may not waive the condition set forth in this paragraph 8.5.

In addition, with respect to the Acquiring Fund, 360 Funds shall have received on the Closing Date an opinion from Practus, LLP, counsel to the Acquiring Fund, dated as of the Closing Date, in a form reasonably satisfactory to the Acquired Fund, covering the following points:

(a) 360 Funds is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Act”), and has the statutory trust power and authority under the Declaration of Trust and the Act to execute, deliver and perform its obligations under the Agreement. Under the Act and the Declaration of Trust, 360 Funds has the requisite trust power and authority to own all of its properties and assets and conduct its business as described in the Declaration of Trust.

(b) The Acquiring Fund has been duly established as a separate series of 360 Funds under the Declaration of Trust and Section 3806(b)(2) of the Act.

(c) The Acquiring Fund is a series of an investment company under the 1940 Act, and, to such counsel’s knowledge, such registration with the Commission as an investment company under the 1940 Act is in full force and effect.

(d) The execution and delivery of the Agreement and the consummation by 360 Funds of the applicable transactions contemplated thereby have been duly authorized by all requisite statutory trust action on the part of 360 Funds under the Declaration of Trust and the Act. Assuming its execution and delivery by the duly authorized officers of 360 Funds, the Agreement has been duly executed and delivered by 360 Funds. The Agreement constitutes a legal, valid and binding agreement of 360 Funds, enforceable against 360 Funds, in accordance with its terms.

(e) Assuming that a consideration of not less than the net asset value of the Acquiring Fund Shares has been paid, the Acquiring Fund Shares to be issued and delivered to the Acquired Fund on behalf of the Acquired Fund Shareholders as provided by this Agreement are duly authorized and upon such delivery will be legally issued and outstanding and fully paid and non-assessable, and no shareholder of the Acquiring Fund has any statutory preemptive rights in respect thereof.

(f) The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a violation of 360 Funds’ Declaration of Trust or By-Laws or a material provision of any material agreement, indenture, instrument, contract, lease or other undertaking (in each case known to such counsel) to which 360 Funds is a party or by which it or any of its properties may be bound, or to the knowledge of its counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which 360 Funds or the Acquiring Fund is a party or by which it is bound.

(g) To the knowledge of such counsel no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required for consummation by 360 Funds and the Acquiring Fund of the transaction contemplated herein, except as has and as may be obtained under the 1933 Act, the 1934 Act and the 1940 Act, and as may be required under state securities laws.

Such opinion shall contain such assumptions and limitations as shall be, in the opinion of Practus, LLP and with the consent of the Acquiring Fund, appropriate to render the opinions expressed therein.

9. BROKERAGE FEES AND EXPENSES

9.1. 360 Funds represent and warrant on behalf of the Acquiring Fund and the Acquired Fund that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein.

9.2 The expenses of the Reorganization will be paid by Timber Point. The costs of the Reorganization shall include, but not be limited to, costs associated with obtaining any necessary order of exemption from the 1940 Act, preparation of the Registration Statement, printing and distributing the Acquiring Fund’s prospectus and the Acquired Fund’s proxy materials, legal fees, accounting fees, securities registration fees, and expenses of holding shareholders’ meetings. Notwithstanding any of the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another person of such expenses would result in the disqualification of such party as a “regulated investment company” within the meaning of Section 851 of the Code.

10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES

10.1. The parties agree that neither party has made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties.

10.2. The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated hereunder. The covenants to be performed after the Closing shall survive the Closing.

11. TERMINATION

This Agreement may be terminated and the transactions contemplated hereby may be abandoned by either party by mutual agreement of the parties. This Agreement may also be terminated and the transactions contemplated hereby may be abandoned by either party: (i) if the Closing shall not have occurred on or before December 31, 2020, unless such date is extended by mutual agreement of the parties; or (ii) if the other party shall have materially breached its obligations under this Agreement or made a material and intentional misrepresentation herein or in connection herewith. In the event of any such termination, this Agreement shall become void and there shall be no liability hereunder on the part of any party or their respective Trustees or officers, except for any such material breach or intentional misrepresentation, as to each of which all remedies at law or in equity of the party adversely affected shall survive.

12. AMENDMENTS

This Agreement may be amended, modified or supplemented in such manner as may be deemed necessary or advisable by the authorized officers of the parties; provided, however, that following the meeting of the shareholders of the Acquired Fund called by the 360 Funds pursuant to paragraph 5.2 of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of the Institutional Class Acquiring Fund Shares to be issued to the Acquired Fund Shareholders under this Agreement to the detriment of such shareholders without their further approval.

13. NOTICES

Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by facsimile, personal service or prepaid or certified mail addressed to:

360 Funds
4300 Shawnee Mission Parkway, Suite 100
Fairway, Kansas 66205

Attn: President

Timber Point Capital Management, LLC
555 Pleasantville Road, Suite N202,
Briarcliff Manor, NY 10510

Attn: David Cleary

With a copy to:
Practus, LLP
11300 Tomahawk Creek Parkway
Suite 310
Leawood, Kansas 66211

14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY

14.1. The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

14.2. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

14.3. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of laws.

14.4. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

14.5. It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of their respective Trustees, shareholders, nominees, officers, agents, or employees personally, but shall bind only the property of the Acquired Fund or the corporate property of the Acquiring Fund, as the case may be, as provided in Declarations of Trust of the 360 Funds. The execution and delivery by such officers shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally but shall bind only the property of such party.

IN WITNESS WHEREOF, the parties have duly executed this Agreement, all as of the date first written above.

APPENDIX B

ADDITIONAL INFORMATION REGARDING THE Global FUND

INSTITUTIONAL SHARES

The Global Fund offers Shares through this prospectus. The following is a summary of the Global Fund’s Shares.

Shares are sold and redeemed at net asset value. Shares may be purchased by any account managed by Timber Point and any other institutional investor or any broker-dealer authorized to sell shares in the Global Fund. The Global Fund may, in Timber Point’s sole discretion, waive the minimum investment amounts listed above.

PURCHASE AND REDEMPTION PRICE

Determining the Fund’s Net Asset Value. The price at which you purchase or redeem shares is based on the next calculation of net asset value after an order is accepted in good form. An order is considered to be in good form if it includes a complete application and payment in full of the purchase amount. A Fund’s net asset value per share is calculated by dividing the value of the Fund’s total assets, less liabilities (including Fund expenses, which are accrued daily), by the total number of outstanding shares of the Fund. The net asset value per share of a Fund is normally determined at the time regular trading closes on the NYSE, currently 4:00 p.m. Eastern time, Monday through Friday, except when the NYSE closes earlier. A Fund does not calculate net asset value on business holidays when the NYSE is closed.

The valuation of portfolio securities is determined in accordance with procedures established by, and under the direction of, the Board. In determining the value of a Fund’s total assets, portfolio securities are generally calculated at market value by quotations from the primary market in which they are traded. Instruments with maturities of 60 days or less are valued at amortized cost which approximates market value. A Fund normally uses pricing services to obtain market quotations. Securities and assets for which representative market quotations are not readily available or that cannot be accurately valued using a Fund’s normal pricing procedures are valued at fair value as determined in good faith under policies approved by the Trustees. Fair value pricing may be used, for example, in situations where (i) a portfolio security, such as a small-cap stock, is so thinly traded that there have been no transactions for that stock over an extended period of time or the validity of a market quotation received is questionable; (ii) the exchange on which the portfolio security is principally traded closes early; (iii) trading of the particular portfolio security is halted; (iv) the security is a restricted security not registered under federal securities laws purchased through a private placement not eligible for resale; or (v) the security is purchased on a foreign exchange.

Pursuant to policies adopted by the Board, the Adviser is responsible for notifying the Board (or the Trust’s Fair Value Committee (“Fair Value Committee”)) when it believes that fair value pricing is required for a particular security. A Fund’s policies regarding fair value pricing are intended to result in a calculation of the Fund’s net asset value that fairly reflects portfolio security values as of the time of pricing. A portfolio security’s fair value price may differ from the price next available for that portfolio security using a Fund’s normal pricing procedure and may differ substantially from the price at which the portfolio security may ultimately be traded or sold. If such fair value price differs from the price that would have been determined using a Fund’s normal pricing procedures a shareholder may receive more or less proceeds or shares from redemptions or purchases of Fund shares, respectively, than a shareholder would have otherwise received if the portfolio security was priced using the Fund’s normal pricing procedures. The performance of a Fund may also be affected if a portfolio security’s fair value price were to differ from the security’s price using the Fund’s normal pricing procedures. The Board monitors and evaluates a Fund’s use of fair value pricing.

Other Matters. Purchases and redemptions of shares by the same shareholder on the same day will be netted for a Fund. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. A Fund may suspend redemption, if permitted by the 1940 Act, for any period during which the NYSE is closed or during which trading is restricted by the Securities and Exchange Commission (“SEC”) or if the SEC declares that an emergency exists. Redemptions may also be suspended during other periods permitted by the SEC for the protection of a Fund’s shareholders. Additionally, during drastic economic and market changes, telephone redemption privileges may be difficult to implement. Also, if the Trustees determine that it would be detrimental to the best interest of a Fund’s remaining shareholders to make payment in cash, the Fund may pay redemption proceeds in whole or in part by a distribution-in-kind of readily marketable securities.

Opening a New Account. To open an account with a Fund, take the following step

1.        Complete an Account Application. Be sure to indicate the type of account you wish to open, the amount of money you wish to invest, and which class of shares you wish to purchase. The application must contain your name, date of birth, address and Social Security Number (“SSN”) or Taxpayer Identification Number (“TIN”). If you have applied for a SSN or TIN prior to completing your account application but you have not received your number, please indicate this on the application and include a copy of the form applying for the SSN or TIN. Taxes are not withheld from distributions to U.S. investors if certain IRS requirements regarding the SSN or TIN are met.

2.       Write a check or prepare a money order from a U.S. financial institution and payable in U.S. dollars. For regular mail orders, mail your completed application along with your check or money order made payable to the “Timber Point Global Allocations Fund” to:

360 Funds 

Timber Point Global Allocations Fund 

c/o M3Sixty Administration, LLC 

4300 Shawnee Mission Parkway 

Suite 100 

Fairway, Kansas 66205

If checks are returned due to insufficient funds or other reasons, the purchase order will not be accepted. A Fund will charge the prospective investor a $20 fee for cancelled checks and may redeem shares of the Fund already owned by the prospective investor or another identically registered account for such fee. The prospective investor will also be responsible for any losses or expenses incurred by a Fund or the Administrator in connection with any cancelled check.

Bank Wire Purchases. Purchases may also be made through bank wire orders. To establish a new account or add to an existing account by wire, please call (877) 244-6235 for instructions.

Additional Investments. You may add to your account by mail or wire at any time by purchasing shares at the then current public offering price. Before adding funds by bank wire, please call a Fund at (877) 244-6235 and follow the above directions for bank wire purchases. Please note that in most circumstances, there will be a bank charge for wire purchases. Mail orders should include, if possible, the “Invest by Mail” stub that is attached to your confirmation statement. Otherwise, please identify your account in a letter accompanying your purchase payment. A Fund may, at the Adviser’s sole discretion, accept additional investments for less than the minimum additional investment.

Automatic Investment Plan. Shareholders who have met a Fund’s minimum investment criteria may participate in the Fund’s automatic investment plan. The automatic investment plan enables shareholders to make regular monthly or quarterly investments in the Fund through automatic charges to shareholders’ checking account. With shareholder authorization and bank approval, a Fund will automatically charge the shareholder’s checking account for the amount specified ($100 minimum for the Fund), which will automatically be invested in the Fund, at the public offering price on or about the 21^st day of the month. The shareholder may change the amount of the investment or discontinue the plan at any time by notifying the Fund in writing.

Important Information about Procedures for Opening a New Account. Under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA Patriot Act of 2001), a Fund is required to obtain, verify and record information to enable the Fund to form a reasonable belief as to the identity of each customer who opens an account. Consequently, when an investor opens an account, a Fund will ask for, among other things, the investor’s name, street address, date of birth (for an individual), social security or other tax identification number (or proof that the investor has filed for such a number), and other information that will allow the Fund to identify the investor. The Fund may also ask to see the investor’s driver’s license or other identifying documents. An investor’s account application will not be considered “complete” and, therefore, an account will not be opened and the investor’s money will not be invested until the Fund receives this required information. In addition, if after opening the investor’s account, the Fund is unable to verify the investor’s identity after reasonable efforts, as determined by the Fund in its sole discretion, the Fund may (i) restrict redemptions and further investments until the investor’s identity is verified; and (ii) close the investor’s account without notice and return the investor’s redemption proceeds to the investor. If a Fund closes an investor’s account because the Fund was unable to verify the investor’s identity, the Fund will value the account in accordance with the Fund’s next net asset value calculated after the investor’s account is closed. In that case, the investor’s redemption proceeds may be worth more or less than the investor’s original investment. A Fund will not be responsible for any losses incurred due to the Fund’s inability to verify the identity of any investor opening an account.

Other Information. In connection with all purchases of Fund Shares, we observe the following policies and procedures:

Exchanging Shares

Shares of any Fund generally may be exchanged for shares of any other Fund managed by the Adviser. You may make exchanges only between identically registered accounts (name(s), address, and TIN).

If an exchange results in opening a new account, you are subject to the applicable minimum investment requirement. All exchanges also are subject to the eligibility requirements of a Fund into which you are exchanging. The exchange privilege may be exercised only in those states where shares of the Fund may be legally sold. A Fund may also discontinue or modify the exchange privilege on a prospective basis at any time upon notice to shareholders in accordance with applicable law. For federal income tax purposes, an exchange of Fund shares for shares of another Fund is treated as a sale on which gain or loss may be recognized.

If a shareholder no longer meets the eligibility requirements for the shareholder’s current share class, a Fund may, upon notice to the shareholder, convert the shareholder into a share class of the same Fund for which the shareholder is eligible.

Through Your Broker or other Financial Professional 

Call your broker or other financial professional. Your broker or other financial professional can assist you in all the steps necessary to exchange shares. Your broker or financial professional may charge you for its services.

By Mail 

Write a letter to request an exchange specifying the name of the fund from which you are exchanging, the registered account name(s) and address, the account number, the dollar amount or number of shares to be exchanged and the fund into which you are exchanging.

The request must be signed by all of the owners of the shares including the capacity in which they are signing, if appropriate.

Mail your request to: 

M3Sixty Administration, LLC 

4300 Shawnee Mission Parkway 

Suite 100 

Fairway, Kansas 66205

By Telephone 

If you have authorized this service, you may exchange by telephone by calling (877) 244-6235.

If you make a telephone exchange request, you must furnish the name of the fund from which you are exchanging, the name and address of record of the registered owner, the account number and TIN, the dollar amount or number of shares to be exchanged, the fund into which you are exchanging, and the name of the person making the request.

Redeeming Shares

Regular Mail Redemptions. Regular mail redemption requests should be addressed to:

360 Funds 

[Name of Fund] 

c/o M3Sixty Administration, LLC 

4300 Shawnee Mission Parkway 

Suite 100 

Fairway, Kansas 66205

Regular mail redemption requests should include the following:

(1)    Your letter of instruction specifying the Fund, account number and number of shares (or the dollar amount) to be redeemed. This request must be signed by all registered shareholders in the exact names in which they are registered;

(2)    Any required signature guarantees (see “Signature Guarantees” below); and

(3)    Other supporting legal documents, if required in the case of estates, trusts, guardianships, custodianships, corporations, pension or profit sharing plans and other entities.

Except as provided below, your redemption proceeds normally will be sent to you within seven days after receipt of your redemption request. However, a Fund may delay forwarding a redemption check for recently purchased shares while it determines whether the purchase payment will be honored. Such delay (which may take up to 15 calendar days from the date of purchase) may be reduced or avoided if the purchase is made by certified check or wire transfer. In all cases, the net asset value next determined after receipt of the request for redemption will be used in processing the redemption request.

A Fund typically expects to meet redemption requests through cash holdings or cash equivalents and anticipates using these types of holdings on a regular basis. A Fund typically expects to pay redemption proceeds for shares redeemed within the following days after receipt by the transfer agent of a redemption request in proper form: (i) for payment by check, the Fund typically expects to mail the check within two business days; and (ii) for payment by wire or automated clearing house (“ACH”), the Fund typically expects to process the payment within two business days. Payment of redemption proceeds may take up to seven days as permitted under the 1940 Act. Under unusual circumstances as permitted by the SEC, a Fund may suspend the right of redemption or delay payment of redemption proceeds for more than seven days. When shares are purchased by check or through ACH, the proceeds from the redemption of those shares will not be paid until the purchase check or ACH transfer has been converted to federal funds, which could take up to 15 calendar days.

To the extent cash holdings or cash equivalents are not available to meet redemption requests, a Fund will meet redemption requests by either (i) rebalancing its overweight securities or (ii) selling portfolio assets. In addition, if a Fund determines that it would be detrimental to the best interest of the Fund’s remaining shareholders to make payment in cash, the Fund may pay redemption proceeds in whole or in part by a distribution-in-kind of readily marketable securities.

Telephone and Bank Wire Redemptions. Unless you specifically decline the telephone transaction privileges on your account application, you may redeem shares of a Fund by calling (877) 244-6235. A Fund may rely upon confirmation of redemption requests transmitted via facsimile (Fax# (816) 817-3267). The confirmation instructions must include the following:

You can choose to have redemption proceeds mailed to you at your address of record, your financial institution or to any other authorized person, or you can have the proceeds sent by wire transfer to your financial institution ($5,000 minimum). A Fund in its discretion may choose to pass through to redeeming shareholders any charges imposed by the Fund’s custodian for wire redemptions. If this cost is passed through to redeeming shareholders by a Fund, the charge will be deducted automatically from your account by redemption of shares in your account. Your bank or brokerage firm may also impose a charge for processing the wire. If wire transfer of funds is impossible or impractical, the redemption proceeds will be sent by mail to the designated account.

Redemption proceeds will only be sent to the financial institution account or person named in your Fund shares Application currently on file with the Fund. Telephone redemption privileges authorize a Fund to act on telephone instructions from any person representing himself or herself to be the investor and reasonably believed by the Fund to be genuine. A Fund will not be liable for any losses due to fraudulent or unauthorized instructions nor for following telephone instructions provided that the Fund follows reasonable procedures to ensure instructions are genuine.

Minimum Account Size. Due to the relatively high cost of maintaining small accounts, a Fund reserves the right to liquidate a shareholder’s account if, as a result of redemptions or transfers (but not required IRA distributions), the account’s balance falls below the minimum initial investment required for your type of account (see “Minimum Initial Investment” above). The Fund will notify you if your account falls below the required minimum. If your account is not increased to the required level after a thirty (30) day cure period then the Fund may, at its discretion, liquidate the account.

Redemptions In Kind. A Fund typically expects to satisfy requests by using holdings of cash or cash equivalents or selling portfolio assets. On a less regular basis, and if the Adviser believes it is in the best interest of a Fund and its shareholders not to sell portfolio assets, the Fund may satisfy redemption requests by using short-term borrowing from the Fund’s custodian to the extent such arrangements are in place with the custodian. These methods normally will be used during both regular and stressed market conditions. In addition to paying redemption proceeds in cash, a Fund reserves the right to make payment for a redemption in securities rather than cash, which is known as a “redemption in kind.” While the Funds do not intend, under normal circumstances, to redeem their shares by payment in kind, it is possible that conditions may arise in the future which would, in the opinion of the Trustees, make it undesirable for a Fund to pay for all redemptions in cash. In such a case, the Trustees may authorize payment to be made in readily marketable portfolio securities of the Fund. Securities delivered in payment of redemptions would be valued at the same value assigned to them in computing the Fund’s net asset value per share. Shareholders receiving them may incur brokerage costs when these securities are sold and will be subject to market risk until such securities are sold. An irrevocable election has been filed under Rule 18f-1 of the 1940 Act, wherein the Fund must pay redemptions in cash, rather than in kind, to any shareholder of record of the Fund who redeems during any 90-day period, the lesser of (a) $250,000 or (b) 1% of the Fund’s net asset value at the beginning of such period. Redemption requests in excess of this limit may be satisfied in cash or in kind at the Fund’s election.

Signature Guarantees. To protect your account and the Funds from fraud, signature guarantees may be required to be sure that you are the person who has authorized a change in registration or standing instructions for your account. Signature guarantees are generally required for (i) change of registration requests; (ii) requests to establish or to change exchange privileges or telephone and bank wire redemption service other than through your initial account application; (iii) transactions where proceeds from redemptions, dividends or distributions are sent to an address or financial institution differing from the address or financial institution of record; and (iv) redemption requests in excess of $50,000. Signature guarantees are acceptable from a member bank of the Federal Reserve System, a savings and loan institution, credit union (if authorized under state law), registered broker-dealer, securities exchange or association clearing agency and must appear on the written request for change of registration, establishment or change in exchange privileges or redemption request.

Purchases and Redemptions through Securities Firms. The Funds have authorized one or more brokers to accept purchase and redemption orders on their behalf and such brokers are authorized to designate intermediaries to accept orders on behalf of a Fund. In addition, orders will be deemed to have been received by a Fund when an authorized broker, or broker-authorized designee, accepts the purchase order or receives the redemption order. Orders will be priced at the next calculation of the Fund’s net asset value after the authorized broker or broker-authorized designee receives the orders. Investors may also be charged a fee by a broker or agent if shares are purchased through a broker or agent. A Fund is not responsible for ensuring that a broker carries out its obligations. You should look to the broker through whom you wish to invest for specific instructions on how to purchase or redeem shares of a Fund.

Telephone Purchases by Securities Firms. Brokerage firms that are Financial Industry Regulatory Authority, Inc. (“FINRA”) members may telephone M3Sixty at (877) 244-6235 and buy shares for investors who have investments in a Fund through the brokerage firm’s account with the Fund. By electing telephone purchase privileges, FINRA member firms, on behalf of themselves and their clients, agree that neither the Funds nor M3Sixty shall be liable for following telephone instructions reasonably believed to be genuine. To be sure telephone instructions are genuine, a Fund and its agents send written confirmations of transactions to the broker that initiated the telephone purchase. As a result of these and other policies, the FINRA member firms may bear the risk of any loss in the event of such a transaction. However, if M3Sixty fails to follow these established procedures, it may be liable. A Fund may modify or terminate these telephone privileges at any time.

Disruptive Trading and Market Timing. The Funds are not intended for or suitable for market timers, and market timers are discouraged from becoming investors. The ability of new shareholders to establish an account, or for existing shareholders to add to their accounts is subject to modification or limitation if a Fund determines, in its sole opinion, that the shareholder or potential shareholder has engaged in frequent purchases or redemptions that may be indicative of market timing or otherwise disruptive trading (“Disruptive Trading”) which can have harmful effects for other shareholders. These risks and harmful effects include:

In an effort to protect shareholders from Disruptive Trading, the Board of Trustees has approved certain market timing policies and procedures. Under these market timing policies and procedures, a Fund may monitor trading activity by shareholders and take specific steps to prevent Disruptive Trading. In general, a Fund considers frequent roundtrip transactions in a shareholder account to constitute Disruptive Trading. A “roundtrip transaction” is one where a shareholder buys and then sells, or sells and then buys, shares within 30 days. While there is no specific limit on roundtrip transactions, a Fund reserves the right to: (i) refuse any purchase order; and/or (ii) restrict or terminate purchase privileges for shareholders or former shareholders, particularly in cases where the Fund determines that the shareholder or potential shareholder has engaged in more than one roundtrip transaction in the Fund within any rolling 30-day period.

In determining the frequency of roundtrip transactions, a Fund does not include purchases pursuant to dollar cost averaging or other similar programs, and a Fund will not count systematic withdrawals and/or automatic purchases, mandatory retirement distributions and transactions initiated by a plan sponsor. A Fund will calculate roundtrip transactions at the shareholder level and may contact a shareholder to request an explanation of any activity that the Fund suspects as Disruptive Trading.

Notwithstanding the foregoing, a Fund may also take action if a shareholder’s trading activity (evaluated based on roundtrip trading or otherwise) is deemed Disruptive Trading by the Fund, even if applicable shares are held longer than 30 days. In addition, a Fund may, without prior notice, take whatever action it deems appropriate to comply with or take advantage of any state or federal regulatory requirement.

A Fund cannot guarantee that its policies and procedures regarding market timing will be effective in detecting and deterring all Disruptive Trading.

A Fund will redeem your shares at the net asset value next determined after your redemption request is received in proper form. There are no redemption fees charged by the Fund.

Note: The Fund has the right to suspend or postpone redemptions of shares for any period: (i) during which the NYSE or exchange is closed, other than customary weekend and holiday closings; (ii) during which trading on the NYSE or exchange is restricted; or (iii) during which (as determined by the SEC or other regulatory authority by rule or regulation) an emergency exists as a result of which disposal or valuation of portfolio securities is not reasonably practicable, or as otherwise permitted by the SEC or other regulatory authority.

Disclosure of Portfolio Holdings. A description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio securities is available in the Fund’s SAI as incorporated herein.

APPENDIX C 

FINANCIAL HIGHLIGHTS OF THE FUNDS 

The following financial highlights are intended to help you understand the financial performance of each Fund for the past five years or, if shorter, the period of the operations. Certain information reflects financial results for a single share. The total returns represent the rate that an investor would have earned (or lost) on an investment in a share of a Fund (assuming reinvestment of all dividends and distributions). This information (except for the period ended March 31, 2020) has been derived from the Funds’ financial statements that were audited by BBD LLP, an independent registered public accounting firm. The report of BBD LLP, along with the financial statements included in the annual shareholder report dated September 30, 2019, are incorporated herein by reference. The information for the period ended March 31, 2020 is derived from the Funds’ unaudited financial statements which are included in the Funds’ semi-annual shareholder report dated March 31, 2020 and is incorporated herein by reference. BBD was the independent registered public accounting firm for the years/periods presented from May 31, 2018 to present. All prior years/periods were audited by the Funds’ predecessor independent registered public accounting firm.

Timber Point Global Allocations Fund

Financial Highlights

(For a share outstanding during each period)

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

Timber Point Alternatives Fund

Financial Highlights

(For a share outstanding during each period)

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