As filed with the Securities and Exchange
Commission on December 6, 2017
Securities Act Registration No. 333-123290
Investment Company Act Reg. No. 811-21726
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-1A
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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[X]
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Pre-Effective Amendment No.
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[ ]
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Post-Effective Amendment No.
96
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[X]
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and/or
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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[X]
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Amendment No.
97
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[X]
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(Check appropriate box or boxes.)
360 FUNDS
(Exact Name of Registrant as Specified in Charter)
4300 Shawnee Mission Parkway, Suite 100
Fairway, Kansas 66205
(Address of Principal Executive Offices) (Zip
Code)
Registrant's Telephone Number, including Area
Code: (877) 244-6235
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
(Name and Address of Agent for Service)
With Copies To:
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John H. Lively
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The Law Offices of John H. Lively & Associates, Inc.
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A member firm of The 1940 Act Law Group
TM
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11300 Tomahawk Creek Parkway, Suite 310
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Leawood, KS 66211
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Approximate Date of Proposed Public Offering: Immediately following
effectiveness of this post-effective amendment.
It is proposed that this filing will become effective (check appropriate
box)
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immediately upon filing pursuant to paragraph (b)
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On
_____________
pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on (date) pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on (date) pursuant to paragraph (a)(2) of rule 485.
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If appropriate, check the following box:
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This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
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EXPLANATORY NOTE
This
Post-Effective Amendment No. 96 to the Trust’s Registration Statement on Form N-1A is filed for the sole purpose of submitting
the final tax opinions for the
Crow Point Alternative Income Fund, the EAS Crow Point Alternatives Fund and the Crow Point
Defined Risk Global Equity Income Fund
and incorporates
by reference the Prospectus and Statement of Additional Information contained for each funds respective Registration Statement,
Post-Effective Amendment No. 87 for the
Crow Point Alternative Income Fund filed on October 6, 2017, the Post-Effective
Amendment No. 88 for the Crow Point Defined Risk Global Equity Income Fund
filed
on October 6, 2017 and the Post-Effective Amendment No. 90 for the
EAS Crow Point Alternatives Fund filed on October 13,
2017.
PART C
FORM N-1A
OTHER INFORMATION
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(a)(1)
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Agreement and Declaration of Trust (“Trust
Instrument”).
1
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(a)(2)
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Certificate of Amendment to the Trust Instrument.
4
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(b)
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By-Laws.
1
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(c)
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Articles III, V and VI of the Trust Instrument,
Exhibit 28(a)(1) hereto, defines the rights of holders of the securities being registered. (Certificates for shares are not issued.)
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(d)(1)
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Investment Advisory Agreement between the Registrant,
on behalf of the Stringer Growth Fund and Stringer Moderate Growth Fund (the “Stringer Funds”), as Adviser.
10
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(d)(2)
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Investment Advisory Agreement between the Registrant,
on behalf of the WP Large Cap Income Plus Fund, and Winning Points Advisors, LLC, as Adviser.
6
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(d)(3)
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Investment Advisory Agreement between the Registrant,
on behalf of the IMS Capital Value Fund, IMS Strategic Income Fund and IMS Dividend Growth Fund (the “IMS Funds”),
and IMS Capital Management, Inc., as Adviser.
8
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(d)(4)
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Investment Advisory Agreement between the Registrant,
on behalf of the HedgeRow Income and Opportunity Fund, and Willard Mills Advisory LLC, as Adviser.
11
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(d)(5)
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Investment Advisory Agreement between the Registrant,
on behalf of the Crow Point Alternative Income Fund, and Crow Point Partners, LLC, as Adviser.
21
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(d)(6)
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Investment Advisory Agreement between the Registrant,
on behalf of the EAS Crow Point Alternatives Fund, and Crow Point Partners, LLC, as Adviser.
21
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(d)(7)
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Investment Advisory Agreement between the Registrant,
on behalf of the Crow Point Defined Risk Global Equity Income Fund, and Crow Point Partners, LLC, as Adviser.
21
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(d)(8)
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Investment Advisory Agreement between the Registrant,
on behalf of the Powell Alternative Income Strategies Fund, and Powell Capital LLC, as Adviser.
21
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(e)(1)
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Distribution Agreement between the Registrant,
on behalf of the Stringer Funds, and Matrix 360 Distributors, LLC, as Distributor
.
14
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(e)(2)
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Distribution Agreement between the Registrant,
on behalf of to the WP Large Cap Income Plus Fund, and Matrix 360 Distributors, LLC, as Distributor.
14
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(e)(3)
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Distribution Agreement between the Registrant,
on behalf of the IMS Funds, and Matrix 360 Distributors, LLC, as Distributor.
14
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(e)(4)
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Distribution Agreement between the Registrant,
on behalf of the HedgeRow Income and Opportunity Fund, and Matrix 360 Distributors, LLC, as Distributor.
14
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(e)(5)
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Distribution Agreement between the Registrant,
on behalf of the Crow Point Alternative Income Fund and Matrix 360 Distributors, LLC, as Distributor.
21
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(e)(6)
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Distribution Agreement between the Registrant,
on behalf of the EAS Crow Point Alternatives Fund and Matrix 360 Distributors, LLC, as Distributor.
21
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(e)(7)
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Distribution Agreement between the Registrant,
on behalf of the Crow Point Defined Risk Global Equity Income Fund and Matrix 360 Distributors, LLC, as Distributor.
21
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(e)(8)
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Distribution Agreement between the Registrant,
on behalf of the Powell Alternative Income Strategies Fund and Matrix 360 Distributors, LLC, as Distributor.
21
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(f)
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Not Applicable.
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(g)(1)
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Custodian Agreement between the Registrant,
on behalf of the Stringer Growth Fund, and Fifth Third Bank, as Custodian.
5
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(g)(2)
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First Amendment to Custodian Agreement between
the Registrant, on behalf of the Stringer Moderate Growth Fund, and Fifth Third Bank, as Custodian.
10
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(g)(3)
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Custodian Agreement between the Registrant,
on behalf of the WP Large Cap Income Plus Fund, and Fifth Third Bank, as Custodian.
6
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(g)(4)
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Custodian Agreement between the Registrant, on behalf of the IMS Funds, and Huntington National Bank, as Custodian.
8
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(g)(5)
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Custodian Agreement between the Registrant,
on behalf of the HedgeRow Income and Opportunity Fund, and Fifth Third Bank, as Custodian.
15
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(g)(6)
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Custodian Agreement between the Registrant, on behalf of the Crow
Point Alternative Income Fund, and Fifth Third Bank, N.A., as Custodian.
21
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(g)(7)
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Custodian Agreement between the Registrant,
on behalf of the EAS Crow Point Alternatives Fund, and Fifth Third Bank, N.A., as Custodian.
21
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(g)(8)
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Custodian Agreement between the Registrant,
on behalf of the Crow Point Defined Risk Global Equity Income Fund, and Fifth Third Bank, N.A., as Custodian.
21
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(g)(9)
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Custodian Agreement between the Registrant,
on behalf of the Powell Alternative Income Strategies Fund, and Fifth Third Bank, N.A., as Custodian.
21
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(h)(1)
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Investment Company Services Agreement between
the Registrant, on behalf of the Stringer Funds, and M3Sixty Administration, LLC, as Administrator.
10
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(h)(2)
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Investment Company Services Agreement between
the Registrant, on behalf of the WP Large Cap Income Plus Fund, and M3Sixty Administration, LLC, as Administrator.
6
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(h)(3)
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Investment Company Services Agreement between
the Registrant, on behalf of the IMS Funds, and M3Sixty Administration, LLC, as Administrator.
8
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(h)(4)
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Investment Company Services Agreement between
the Registrant, on behalf of the HedgeRow Income and Opportunity Fund, and M3Sixty Administration, LLC, as Administrator
.
14
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(h)(5)
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Investment Company Services Agreement between
the Registrant, on behalf of the Crow Point Alternative Income Fund, and M3Sixty Administration, LLC, as Administrator
.
21
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(h)(6)
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Investment Company Services Agreement between
the Registrant, on behalf of the EAS Crow Point Alternatives Fund, and M3Sixty Administration, LLC, as Administrator
.
21
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(h)(7)
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Investment Company Services Agreement between
the Registrant, on behalf of the Crow Point Defined Risk Global Equity Income Fund, and M3Sixty Administration, LLC, as Administrator
.
21
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(h)(8)
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Investment Company Services Agreement between
the Registrant, on behalf of the Powell Alternative Income Strategies Fund, and M3Sixty Administration, LLC, as Administrator
.
21
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(h)(9)
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Amended Expense Limitation Agreement between
the Registrant, on behalf of the Stringer Funds, and Stringer Asset Management, LLC, as Adviser.
15
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(h)(10)
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Expense Limitation Agreement between the Registrant,
on behalf of the IMS Funds, and IMS Capital Management, Inc., as Adviser.
9
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(h)(12)
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Expense Limitation Agreement between the Registrant,
on behalf of the HedgeRow Income and Opportunity Fund, and Willard Mills Advisory LLC, as Adviser.
15
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(h)(13)
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Expense Limitation Agreement between the Registrant,
on behalf of the Crow Point Alternative Income Fund, and Crow Point Partners, LLC, as Adviser.
21
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(h)(14)
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Expense Limitation Agreement between the Registrant,
on behalf of the EAS Crow Point Alternatives Fund, and Crow Point Partners, LLC, as Adviser.
21
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(h)(15)
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Expense Limitation Agreement between the Registrant,
on behalf of the Crow Point Defined Risk Global Equity Income Fund, and Crow Point Partners, LLC, as Adviser.
21
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(h)(16)
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Expense Limitation Agreement between the Registrant,
on behalf of the Powell Alternative Income Strategies Fund, and Crow Point Partners, LLC, as Adviser.
21
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(i)(1)
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Opinion and Consent of Kilpatrick Stockton
LLP regarding the legality of securities registered with respect to the Stringer Growth Fund.
5
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(i)(2)
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Opinion and Consent of Graydon Head & Ritchey
LLP regarding the legality of securities registered with respect to the Stringer Moderate Growth Fund.
10
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(i)(3)
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Consent of The Law Offices of John H. Lively
& Associates, Inc. with respect to the Stringer Funds.
15
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(i)(4)
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Opinion and Consent of Graydon Head & Ritchey LLP regarding the legality of securities registered with respect to the WP Large Cap Income Plus Fund.
6
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(i)(5)
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Consent of The Law Offices of John H. Lively
& Associates, Inc. with respect to the WP Large Cap Income Plus Fund.
13
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(i)(6)
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Consent of The Law Offices of John H. Lively
& Associates, Inc. with respect to the IMS Funds.
19
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(i)(7)
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Opinion and Consent of Graydon Head & Ritchey
LLP regarding the legality of securities registered with respect to the IMS Funds.
8
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(i)(8)
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Opinion and Consent of Graydon Head & Ritchey
LLP regarding the legality of securities registered with respect to the HedgeRow Income and Opportunity Fund.
11
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(i)(9)
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Consent of The Law Offices of John H. Lively
& Associates, Inc. with respect to the HedgeRow Income and Opportunity Fund.
14
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(i)(10)
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Opinion and Consent of The Law Offices of John
H. Lively & Associates, Inc. with respect to the Crow Point Alternative Income Fund.
16
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(i)(11)
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Opinion and Consent of The Law Offices of John
H. Lively & Associates, Inc. regarding tax matters for the reorganization of the Crow Point Alternative Income Fund from the
Northern Lights Funds Trust into the 360 Funds.
20
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(i)(12)
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Opinion and Consent of The Law Offices of John
H. Lively & Associates, Inc. with respect to the EAS Crow Point Alternatives Fund.
18
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(i)(13)
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Opinion and Consent of The Law Offices of John
H. Lively & Associates, Inc regarding tax matters for the reorganization of the EAS Crow Point Alternatives Fund from the Northern
Lights Funds Trust into the 360 Funds.
20
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(i)(14)
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Opinion and Consent of The Law Offices of John
H. Lively & Associates, Inc. with respect to the Crow Point Defined Risk Global Equity Income Fund.
17
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(i)(15)
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Opinion and Consent of The Law Offices of John
H. Lively & Associates, Inc. regarding tax matters for the reorganization of the Crow Point Defined Risk Global Equity Income
Fund from the Northern Lights Funds Trust II into the 360 Funds.
20
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(i)(16)
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Opinion and Consent of The Law Offices of John
H. Lively & Associates, Inc. with respect to the Powell Alternative Income Strategies Fund.
21
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(j)(1)
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Consent of Independent Registered Public Accounting
Firm with respect to the Stringer Funds.
15
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(j)(2)
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Consent of Independent Registered Public Accounting Firm with respect to the WP Large Cap Income Plus Fund.
13
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(j)(3)
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Consent of Independent Registered Public Accounting
Firm with respect to the HedgeRow Income and Opportunity Fund.
14
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(j)(4)
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Consent of Independent Registered Public Accounting
Firm with respect to the IMS Funds.
19
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(j)(5)
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Consent of Independent Registered Public Accounting
Firm with respect to the Crow Point Alternative Income Fund.
16
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(j)(6)
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Consent of Independent Registered Public Accounting
Firm with respect to the EAS Crow Point Alternatives Fund.
18
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(j)(7)
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Consent of Independent Registered Public Accounting
Firm with respect to the Crow Point Defined Risk Global Equity Income Fund.
17
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(j)(8)
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Consent of Independent Registered Public Accounting
Firm with respect to the Powell Alternative Income Strategies Fund.
21
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(k)
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Not applicable.
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(l)
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Initial Subscription Agreement.
2
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(m)(1)
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Distribution Plan under Rule 12b-1 for the
Stringer Funds.
10
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(m)(2)
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Distribution Plan under Rule 12b-1 for the
WP Large Cap Income Plus Fund.
6
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(m)(3)
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Distribution Plan under Rule 12b-1 for the HedgeRow Income and Opportunity Fund.
11
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(m)(4)
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Distribution Plan under Rule 12b-1 for the Crow Point Alternative Income Fund.
21
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(m)(5)
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Distribution Plan under Rule 12b-1 for the
EAS Crow Point Alternatives Fund.
21
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(m)(6)
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Distribution Plan under Rule 12b-1 for the
Crow Point Defined Risk Global Equity Income Fund.
21
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(m)(7)
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Distribution Plan under Rule 12b-1 for the
Powell Alternative Income Strategies Fund.
21
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(n)(1)
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Rule 18f-3 Plan for the Stringer Funds.
10
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(n)(2)
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Rule 18f-3 Plan for the WP Large Cap Income
Plus Fund.
6
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(n)(3)
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Rule 18f-3 Plan for the HedgeRow Income and
Opportunity Fund.
11
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(n)(4)
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Rule 18f-3 Plan for the EAS Crow Point Alternatives
Fund.
21
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(n)(5)
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Rule 18f-3 Plan for the Crow Point Defined
Risk Global Equity Income Fund.
21
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(o)
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Reserved.
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(p)(1)
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Code of Ethics for the Registrant.
4
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(p)(2)
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Code of Ethics for Stringer Asset Management,
LLC.
12
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(p)(3)
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Code of Ethics for Winning Points Advisors,
LLC.
6
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(p)(4)
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Code of Ethics for IMS Capital Management,
Inc.
19
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(p)(5)
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Code of Ethics for Willard Mills Advisory LLC.
11
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(p)(6)
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Code of Ethics for Crow Point Partners, LLC.
21
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(p)(7)
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Code of Ethics for Powell Capital LLC.
21
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(p)(8)
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Code of Ethics for the Distributor.
14
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(q)
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Copy of Powers of Attorney.
16
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1.
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Incorporated herein by reference to the Registrant's Registration Statement on Form N-1A filed March 14, 2005.
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2.
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Incorporated herein by reference to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-1A filed June 13, 2005.
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3.
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Incorporated herein by reference to Post-Effective Amendment No. 6 to the Registrant’s Registration Statement on Form N-1A filed August 21, 2008.
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4.
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Incorporated herein by reference to Post-Effective Amendment No. 11 to the Registrant’s Registration Statement on Form N-1A filed August 26, 2011.
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5.
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Incorporated herein by reference to Post-Effective Amendment No. 17 to the Registrant’s Registration Statement on Form N-1A filed March 27, 2013.
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6.
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Incorporated herein by reference to Post-Effective Amendment No. 20 to the Registrant’s Registration Statement on Form N-1A filed October 10, 2013
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7
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Incorporated herein by reference to Post-Effective Amendment No. 26 to the Registrant’s Registration Statement on Form N-1A filed March 14, 2014.
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8.
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Incorporated herein by reference to Post-Effective Amendment No. 28 to the Registrant’s Registration Statement on Form N-1A filed June 20, 2014.
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9.
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Incorporated herein by reference to Post-Effective Amendment No. 33 to the Registrant’s Registration Statement on Form N-1A filed October 31, 2014.
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10.
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Incorporated herein by reference to Post-Effective Amendment No. 38 to the Registrant’s Registration Statement on Form N-1A filed March 26, 2015.
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11.
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Incorporated herein by reference to Post-Effective Amendment No. 49 to the Registrant’s Registration Statement on Form N-1A filed December 21, 2015.
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12.
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Incorporated herein by reference to Post-Effective Amendment No. 65 to the Registrant’s Registration Statement on Form N-1A filed June 28, 2016.
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13.
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Incorporated herein by reference to Post-Effective Amendment No. 69 to the Registrant’s Registration Statement on Form N-1A filed December 30, 2016.
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14.
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Incorporated herein by reference to Post-Effective Amendment No. 71 to the Registrant’s Registration Statement on Form N-1A filed March 30, 2017.
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15.
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Incorporated herein by reference to Post-Effective Amendment No. 74 to the Registrant’s Registration Statement on Form N-1A filed June 16, 2017.
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16.
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Incorporated herein by reference to Post-Effective Amendment No. 87 to the Registrant’s Registration Statement on Form N-1A filed October 6, 2017.
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17.
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Incorporated herein by reference to Post-Effective Amendment No. 88 to the Registrant’s Registration Statement on Form N-1A filed October 6, 2017.
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18.
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Incorporated herein by reference to Post-Effective Amendment No. 90 to the Registrant’s Registration Statement on Form N-1A filed October 13, 2017.
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19.
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Incorporated herein by reference to Post-Effective Amendment No. 94 to the Registrant’s Registration Statement on Form N-1A filed October 30, 2017.
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20.
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Filed herewith.
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21
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To be filed by Amendment.
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ITEM 29.
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Persons Controlled by or Under Common Control with the Registrant
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No person is controlled by or under common
control with the Registrant.
As permitted by Section 17(h) and (i) of the
Investment Company Act of 1940, as amended, officers, trustees, employees and agents of the Registrant will not be liable to the
Registrant, any shareholder, officer, trustee, employee, agent or other person for any action or failure to act, except for bad
faith, willful misfeasance, gross negligence or reckless disregard of duties, and those individuals may be indemnified against
liabilities in connection with the Registrant, subject to the same exceptions.
The Registrant’s Trust Instrument (Exhibit
28(a) to the Registrant Statement), investment advisory agreements (Exhibit 28(d) to the Registration Statement), distribution
agreements (Exhibit 28(e) to the Registration Statement) and administration agreements (Exhibits 28(h)(1), (h)(2), (h)(3) and (h)(4)
to the Registrant Statement) provide for indemnification of certain persons acting on behalf of the Registrant. The Registrant
may, from time to time, enter other contractual arrangements that provide for indemnification.
Insofar as indemnification for liability arising
under the Securities Act of 1933, as amended (the “1933 Act”), may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event a claim for indemnification against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defenses of any action,
suite or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to court of
appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.
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ITEM 31.
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Business and other Connections of the Investment Advisers
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The list required by this Item 31 as to any
other business, profession, vocation or employment of a substantial nature in which each of the investment advisers, and each director,
officer or partner of such investment advisers, is or has been engaged within the last two fiscal years for his or her own account
or in the capacity of director, officer, employee, partner or trustee, is incorporated herein by reference to Schedules A and D
of each investment adviser's Form ADV listed opposite such investment adviser's name below, which is currently on file with the
SEC as required by the Investment Advisers Act of 1940, as amended.
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Name of Investment Adviser
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Form ADV File No.
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Stringer Asset Management, LLC
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801-77536
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Winning Points Advisors, LLC
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801-78654
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IMS Capital Management, Inc.
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801-33939
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Willard Mills Advisory LLC
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801-106518
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Crow Point Partners, LLC
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801-67184
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Powell Capital LLC
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801-111100
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ITEM 32.
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Principal Underwriter
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(a)
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The principal underwriter and distributor for the Registrant is Matrix 360 Distributors, LLC. To the best of the Registrant’s knowledge, Matrix 360 Distributors, LLC also acts as principal underwriter to Amidex Israel35, Della Parola Risk Optimized Equity Fund and WP Trust.
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(b)
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To the best of the Registrant’s knowledge, the table below provides information for each director, officer or partner of Matrix 360 Distributors, LLC, the principal underwriter of the Registrant:
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NAME AND PRINCIPAL
BUSINESS ADDRESS*
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POSITIONS WITH
UNDERWRITER
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POSITIONS
WITH REGISTRANT
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Brandon J. Byrd
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Chief Executive Officer
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Assistant Secretary
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Stephen R. Roberts
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Chief Compliance Officer
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None
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Ted Akins
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Chief Operating Officer
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None
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*
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The address of Matrix 360 Distributors, LLC and each of the above-named persons is 4300 Shawnee Mission Parkway, Suite 100, Fairway, Kansas 66205.
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ITEM 33.
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Location of Accounts and Records
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The accounts, books
or other documents of the Registrant required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended,
and the rules promulgated thereunder are kept in several locations:
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a)
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M3Sixty Administration, LLC, 4300 Shawnee Mission Parkway, Suite 100, Fairway, Kansas 66205 (records relating to its function as Administrator and Transfer Agent).
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b)
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Matrix 360 Distributors, LLC, 4300 Shawnee Mission Parkway, Suite 100, Fairway, Kansas 66205 (records relating to its function as Principal Underwriter).
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c)
|
Fifth Third Bank, 38 Fountain Square Plaza, Cincinnati, Ohio 45263 (records relating to its function as Custodian for the Hedgerow Income and Opportunity Fund, Stringer Funds and the WP Large Cap Income Plus Fund).
|
|
|
|
|
d)
|
Huntington Bank, 41 South High Street, Columbus, Ohio 43215 (records relating to its function as Custodian for the IMS Funds).
|
|
|
|
|
e)
|
Stringer Asset Management, LLC, 5050 Poplar Ave, Suite 1103, Memphis, Tennessee 38157 (records relating to its function as investment adviser to the Stringer Funds).
|
|
|
|
|
f)
|
Winning Points Advisors, LLC, 129 NW 13th Street, Suite D-26, Boca Raton, Florida 33431 (records relating to its function as investment adviser to the WP Large Cap Income Plus Fund).
|
|
|
|
|
g)
|
IMS Capital Management, Inc., 8995 SE Otty Road, Portland, Oregon 97086 (records related to its function as investment adviser to the IMS Funds.)
|
|
|
|
|
h)
|
Willard Mills Advisory LLC, P.O. Box 2549, Brentwood, Tennessee 37024 (records relating to its function as investment adviser to the HedgeRow Income and Opportunity Fund).
|
|
|
|
|
i)
|
Crow Point Partners, LLC, 25 Recreation Park Drive, Suite 110, Hingham, Massachusetts 02043 (records relating to its function as investment adviser to the Crow Point Alternative Income Fund, the EAS Crow Point Alternatives Fund and the Crow Point Defined Risk Global Equity Income Fund).
|
|
|
|
|
j)
|
Powell Capital LLC, 938 Broadway, Court C, 2
nd
Floor, Tacoma, Washington 98407 (records relating to its function as investment adviser to the Powell Alternative Income Strategies Fund).
|
|
ITEM 34.
|
Management Services
|
There are no management-related service contracts not discussed
in Parts A or B of this Form N-1A.
Not applicable.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended,
the Registrant certifies that it meets all of the requirements for effectiveness of this amendment to the registration statement
under Rule 485(b) under the Securities Act and the Registrant has duly caused this Post-Effective Amendment No. 96 to its Registration
Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Fairway, and State of Kansas,
on this 6
th
day of December, 2017.
|
|
360 Funds
|
|
|
|
|
|
|
|
|
By:
|
/s/ Randall Linscott
|
|
|
|
|
Randall Linscott, President and Trustee
|
|
Pursuant to the requirements
of the Securities Act, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons
in the capacities and on the date indicated.
|
*
|
|
December 6, 2017
|
|
Art Falk, Trustee
|
|
Date
|
|
*
|
|
December 6, 2017
|
|
Thomas Krausz, Trustee
|
|
Date
|
|
*
|
|
December 6, 2017
|
|
Gary DiCenzo, Trustee
|
|
Date
|
|
*
|
|
December 6, 2017
|
|
Tom M. Wirtshafter, Trustee
|
|
Date
|
|
/s/ Randall Linscott
|
|
December 6, 2017
|
|
Randall Linscott, Trustee and President
|
|
Date
|
|
/s/ Justin Thompson
|
|
December 6, 2017
|
|
Justin Thompson, Treasurer
|
|
Date
|
|
* By:
|
/s/ Randall Linscott
|
|
December 6, 2017
|
|
Randall Linscott, Attorney-in-Fact
|
|
Date
|
|
|
*
|
Attorney-in-fact pursuant to Powers of Attorney
|
EXHIBITS
|
|
(i)(11)
|
Opinion and Consent of The Law Offices of John H. Lively & Associates, Inc. regarding tax matters for the reorganization of the Crow Point Alternative Income Fund from the Northern Lights Funds Trust into the 360 Funds.
|
|
|
(i)(13)
|
Opinion and Consent of The Law Offices of John H. Lively & Associates, Inc regarding tax matters for the reorganization of the EAS Crow Point Alternatives Fund from the Northern Lights Funds Trust into the 360 Funds.
|
|
|
(i)(15)
|
Opinion and Consent of The Law Offices of John H. Lively & Associates, Inc. regarding tax matters for the reorganization of the Crow Point Defined Risk Global Equity Income Fund from the Northern Lights Funds Trust II into the 360 Funds.
|
|
John H. Lively
The Law Offices
of John H. Lively & Associates, Inc.
A Member Firm of The 1940 Act
Law Group
11300 Tomahawk Creek Parkway,
Suite 310
Leawood, KS 66211
Phone: 913.660.0778
Fax: 913.660.9157
john.lively@1940actlawgroup.com
|
October 6, 2017
360 Funds
4520 Main Street, Suite 1425
Kansas City, MO 64111
Northern Lights Fund Trust
17605 Wright Street
Omaha,
NE 68130
Ladies and Gentlemen:
We are acting as special
tax counsel to 360 Funds, a Delaware statutory trust, with its principal place of business at 4520 Main Street, Suite 1425, Kansas
City, MO 64111 (“
New Trust
”), on behalf of a single segregated portfolio of assets (“
series
”)
thereof listed under the heading “Acquiring Fund” on Schedule A attached hereto (“
Schedule A
”) (“
Acquiring
Fund
”), and Northern Lights Fund Trust, a Delaware statutory trust, with its principal place of business at 17605 Wright
Street, Omaha, NE 68130 (“
Old Trust
”), on behalf of the series thereof listed under the heading “Acquired
Fund” on Schedule A (“
Acquired Fund
” and, together with the Acquiring Fund, the “
Funds
”),
in connection with the reorganization (the “
Reorganization
”) contemplated by the Agreement and Plan of Reorganization
(the “
Agreement
”) made as of October 6, 2017 by and between New Trust, on behalf of the Acquiring Fund, and
Old Trust, on behalf of the Acquired Fund. The Reorganization will consist of the transfer of all of the assets of the Acquired
Fund (the “
Assets
”) to the Acquiring Fund (which is being established solely for the purpose of acquiring those
assets and continuing such Acquired Fund’s business) in exchange solely for voting shares of the Acquiring Fund (the “
Acquiring
Fund Shares
”), the assumption by the Acquiring Fund of all liabilities of the Acquired Fund (the “
Liabilities
”),
the distribution of the Acquiring Fund Shares to the shareholders of the Acquired Fund (the “
Shareholders
”)
in complete liquidation of the Acquired Fund and the termination of the Acquired Fund, as provided in the Agreement. The Reorganization
is scheduled to close on the date of this letter (the “
Closing Date
”).
In connection with
rendering our opinion, we have examined: (i) the Agreement; (ii) a proxy/prospectus on Form N-14 related to the
Reorganization; (iii) the representation letters of New Trust and Old Trust executed in connection with the Reorganization
(collectively, the “
Representation Letters
”); (iv) such other documents and corporate records as we have
deemed necessary or appropriate for purposes of this opinion; and (v) the Internal Revenue Code of 1986 as amended (the
“
Code
”), applicable Treasury Department regulations in effect as of the date hereof, current published
administrative positions of the Internal Revenue Service (the “
Service
”) contained in revenue rulings and
procedures, and such other statutes, regulations, rulings and decisions as we deemed material to the preparation of this
opinion letter.
360 Funds Northern
Lights Fund Trust
October 6, 2017
For purposes of this opinion,
we have assumed that the representations and warranties set forth in the Agreement and the representations made in the Representation
Letters are true and correct and that the conditions to the parties’ obligations under the Agreement will be satisfied and
the parties will comply with their respective covenants thereunder. We have relied on the representations and warranties in the
Agreement and the representations in the Representation Letters in rendering our opinion. To the extent that any of the representations
or warranties in the Agreements or any of the representations in the Representation Letters is inaccurate, the conclusions set
forth herein may also become inaccurate, or may no longer apply.
In formulating our opinion,
we have examined originals or copies, identified to our satisfaction, of documents and other instruments that we have deemed necessary
or appropriate for purposes of this opinion. In performing such examination, we have assumed the authenticity of all documents
submitted to us as copies, the authenticity of the originals of such latter documents, the genuineness of all signatures and the
correctness of all representations made therein. We cannot and do not represent that we checked the accuracy or completeness of,
or otherwise independently verified, any of the various statements of fact contained in such documents and in documents incorporated
by reference therein. We have further assumed that there are no agreements or understandings contemplated therein other than those
contained in the documents.
In addition, we have assumed
with your consent that: (i) the Reorganization will be consummated in accordance with the provisions of the Agreement and in the
manner contemplated in the Form N-14, and none of the terms or conditions contained therein has been or will be modified in any
respect relevant to this opinion; (ii) the statements and representations concerning the Reorganization set forth in the Form N-14,
the Representation Letters, the Agreement, and the other documents referred to herein are, and, as of the effective time of the
Reorganization, will be, true, accurate, and complete in all material respects; (iii) any representation or other statement in
the Form N-14, any Representation Letters, the Agreement, or any other document referred to herein made “to the knowledge”
or similarly qualified is, and, as of the effective time of the Reorganization, will be, in each case, correct without such qualification;
(iv) no action has been, or will be, taken that is inconsistent with any representation or other statement contained in the Form
N-14, any Representation Letters, the Agreement, or any other document referred to herein; and (v) original documents (including
signatures) are authentic, documents submitted to us as copies conform to the original documents, and there has been (or will be,
by the effective time of the Reorganization) due execution and delivery of all documents where due execution and delivery are prerequisites
to the effectiveness thereof.
Other than obtaining the
representations set forth in the Representation Letters, we have not independently verified any factual matters in connection with,
or apart from, our preparation of this opinion. Accordingly, our opinion does not take into account any matters not set forth herein
that might have been disclosed by independent verification. In the course of preparing our opinion, nothing has come to our attention
that would lead us to believe that any of the facts, representations, or other information on which we have relied in rendering
our opinion is incorrect.
360 Funds Northern
Lights Fund Trust
October 6, 2017
Based on the foregoing,
and subject to the assumptions, exceptions, limitations, and qualifications set forth herein, it is our opinion that, for U.S.
federal income tax purposes:
(a) The Acquiring Fund’s
acquisition of the Assets in exchange solely for Acquiring Fund Shares and its assumption of the Liabilities, followed by Acquired
Fund’s distribution of those shares
pro rata
to the Shareholders actually or constructively in exchange for their
Acquired Fund Shares, will qualify as a “reorganization” (as defined in section 368(a)(1)(F) of the Code), and the
Fund will be “a party to a reorganization” (within the meaning of section 368(b) of the Code);
(b) The Acquired Fund
will recognize no gain or loss on the transfer of the Assets to Acquiring Fund in exchange solely for Acquiring Fund Shares and
Acquiring Fund’s assumption of the Liabilities or on the subsequent distribution of those shares to the Shareholders in exchange
for their Acquired Fund Shares;
(c) The Acquiring Fund
will recognize no gain or loss on its receipt of the Assets in exchange solely for Acquiring Fund Shares and its assumption of
the Liabilities;
(d) The Acquiring Fund’s
basis in each Asset will be the same as Acquired Fund’s basis therein immediately before the Reorganization, and Acquiring
Fund’s holding period for each Asset will include Acquired Fund’s holding period therefor (except where Acquiring Fund’s
investment activities have the effect of reducing or eliminating an Asset’s holding period);
(e) A Shareholder will
recognize no gain or loss on the exchange of all its Acquired Fund Shares solely for Acquiring Fund Shares pursuant to the Reorganization;
(f) A Shareholder’s
aggregate basis in the Acquiring Fund Shares it receives in the Reorganization will be the same as the aggregate basis in its Acquired
Fund Shares it actually or constructively surrenders in exchange for those Acquiring Fund Shares, and its holding period for those
Acquiring Fund Shares will include, in each instance, its holding period for those Acquired Fund Shares, provided the Shareholder
holds them as capital assets at the time of the Reorganization; and
(g) For purposes of section
381 of the Code, Acquiring Fund will be treated just as Acquired Fund would have been treated if there had been no Reorganization.
Accordingly, the Reorganization will not result in the termination of Acquired Fund’s taxable year, Acquired Fund’s
tax attributes enumerated in section 381(c) of the Code will be taken into account by Acquiring Fund as if there had been no Reorganization,
and the part of Acquired Fund’s taxable year before the Reorganization will be included in Acquiring Fund’s taxable
year after the Reorganization subject to any applicable conditions and limitations specified in sections 381, 382, 383 and 384
of the Code and the regulations thereunder.
This opinion expresses
our views only as to the material U.S. federal income tax consequences of the Reorganization, and no opinion is expressed as to
the tax consequences under non-U.S., state, or local tax laws or under U.S. federal tax laws other than those pertaining to income
taxes. Our opinion is based on U.S. federal income tax laws in effect as of the date hereof.
360 Funds Northern
Lights Fund Trust
October 6, 2017
It represents our best legal
judgment as to the matter addressed herein, but is not binding on the Internal Revenue Service or the courts. Accordingly, no assurance
can be given that this opinion, if contested, would be sustained by a court. Furthermore, the authorities on which we rely are
subject to change either prospectively or retroactively, and any such change, or any variation or difference in the facts from
those on which we rely and assume as correct, as set forth above, might affect the conclusion stated herein. Nevertheless, by rendering
this opinion, we undertake no responsibility to advise you of any changes or new developments in U.S. federal income tax laws or
the application or interpretation thereof.
This opinion has been
rendered to you solely for purposes of satisfying the requirements set forth in Section [6.3] of the Agreement and may be relied
upon only by Old Trust, the Acquired Fund and its shareholders, New Trust, and the Acquiring Fund and its shareholders. This opinion
letter (and the opinions expressed herein) may not be relied upon by you in any other manner or by any other person and may not
be furnished to any other person without our prior written approval; provided, however, that in accordance with the requirements
of Item 601(b)(23) of Regulation S-K under the Securities Act of 1933 (the “
Act
”), we hereby consent to the
use of our name under the heading “Information About the Reorganization — Federal Income Tax Consequences” in
the Registration/Proxy Statement and to the filing of this opinion as an exhibit to the registration statement of the New trust
or Old Trust, as deemed appropriate by legal counsel to the New Trust or Old Trust. In giving this consent, we do not admit that
we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the
Securities Exchange Commission thereunder.
|
|
Very truly yours,
|
|
|
|
|
|
|
On behalf of The Law Offices
of John H. Lively & Associates, Inc.
A member firm of The 1940
Act Law Group
TM
SCHEDULE A
|
THE ACQUIRED FUND
(
the Acquired Fund is a series
of OLD TRUST
)
|
THE ACQUIRING FUND
(
the Acquiring Fund is a
series of NEW TRUST
)
|
|
Crow Point Alternative Income Fund
|
Crow Point Alternative Income Fund
|
|
|
John H. Lively
The Law Offices of John
H. Lively & Associates, Inc.
A Member Firm of The 1940 Act
Law Group
11300 Tomahawk Creek Parkway,
Suite 310
Leawood, KS 66211
Phone: 913.660.0778 Fax:
913.660.9157
john.lively@1940actlawgroup.com
|
October 13, 2017
360 Funds
4520 Main Street, Suite 1425
Kansas City, MO 64111
Northern Lights Fund Trust
17605 Wright Street
Omaha, NE 68130
Ladies and Gentlemen:
We are acting as special
tax counsel to 360 Funds, a Delaware statutory trust, with its principal place of business at 4520 Main Street, Suite 1425, Kansas
City, MO 64111 (“
New Trust
”), on behalf of a single segregated portfolio of assets (“
series
”)
thereof listed under the heading “Acquiring Fund” on Schedule A attached hereto (“
Schedule A
”) (“
Acquiring
Fund
”), and Northern Lights Fund Trust, a Delaware statutory trust, with its principal place of business at 17605 Wright
Street, Omaha, NE 68130 (“
Old Trust
”), on behalf of the series thereof listed under the heading “Acquired
Fund” on Schedule A (“
Acquired Fund
” and, together with the Acquiring Fund, the “
Funds
”),
in connection with the reorganization (the “
Reorganization
”) contemplated by the Agreement and Plan of Reorganization
(the “
Agreement
”) made as of October 13, 2017 by and between New Trust, on behalf of the Acquiring Fund, and
Old Trust, on behalf of the Acquired Fund. The Reorganization will consist of the transfer of all of the assets of the Acquired
Fund (the “
Assets
”) to the Acquiring Fund (which is being established solely for the purpose of acquiring those
assets and continuing such Acquired Fund’s business) in exchange solely for voting shares of the Acquiring Fund (the “
Acquiring
Fund Shares
”), the assumption by the Acquiring Fund of all liabilities of the Acquired Fund (the “
Liabilities
”),
the distribution of the Acquiring Fund Shares to the shareholders of the Acquired Fund (the “
Shareholders
”)
in complete liquidation of the Acquired Fund and the termination of the Acquired Fund, as provided in the Agreement. The Reorganization
is scheduled to close on the date of this letter (the “
Closing Date
”).
In connection with rendering
our opinion, we have examined: (i) the Agreement; (ii) a proxy/prospectus on Form N-14 related to the Reorganization; (iii) the
representation letters of New Trust and Old Trust executed in connection with the Reorganization (collectively, the “
Representation
Letters
”); (iv) such other documents and corporate records as we have deemed necessary or appropriate for purposes of
this opinion; and (v) the Internal Revenue Code of 1986 as amended (the “
Code
”), applicable Treasury Department
regulations in effect as of the date hereof, current published administrative positions of the Internal Revenue Service (the “
Service
”)
contained in revenue rulings and procedures, and such other statutes, regulations, rulings and decisions as we deemed material
to the preparation of this opinion letter.
360 Funds
Northern Lights Fund Trust
October 13, 2017
For purposes of this opinion,
we have assumed that the representations and warranties set forth in the Agreement and the representations made in the Representation
Letters are true and correct and that the conditions to the parties’ obligations under the Agreement will be satisfied and
the parties will comply with their respective covenants thereunder. We have relied on the representations and warranties in the
Agreement and the representations in the Representation Letters in rendering our opinion. To the extent that any of the representations
or warranties in the Agreements or any of the representations in the Representation Letters is inaccurate, the conclusions set
forth herein may also become inaccurate, or may no longer apply.
In formulating our opinion,
we have examined originals or copies, identified to our satisfaction, of documents and other instruments that we have deemed necessary
or appropriate for purposes of this opinion. In performing such examination, we have assumed the authenticity of all documents
submitted to us as copies, the authenticity of the originals of such latter documents, the genuineness of all signatures and the
correctness of all representations made therein. We cannot and do not represent that we checked the accuracy or completeness of,
or otherwise independently verified, any of the various statements of fact contained in such documents and in documents incorporated
by reference therein. We have further assumed that there are no agreements or understandings contemplated therein other than those
contained in the documents.
In addition, we have assumed
with your consent that: (i) the Reorganization will be consummated in accordance with the provisions of the Agreement and in the
manner contemplated in the Form N-14, and none of the terms or conditions contained therein has been or will be modified in any
respect relevant to this opinion; (ii) the statements and representations concerning the Reorganization set forth in the Form N-14,
the Representation Letters, the Agreement, and the other documents referred to herein are, and, as of the effective time of the
Reorganization, will be, true, accurate, and complete in all material respects; (iii) any representation or other statement in
the Form N-14, any Representation Letters, the Agreement, or any other document referred to herein made “to the knowledge”
or similarly qualified is, and, as of the effective time of the Reorganization, will be, in each case, correct without such qualification;
(iv) no action has been, or will be, taken that is inconsistent with any representation or other statement contained in the Form
N-14, any Representation Letters, the Agreement, or any other document referred to herein; and (v) original documents (including
signatures) are authentic, documents submitted to us as copies conform to the original documents, and there has been (or will be,
by the effective time of the Reorganization) due execution and delivery of all documents where due execution and delivery are prerequisites
to the effectiveness thereof.
Other than obtaining the
representations set forth in the Representation Letters, we have not independently verified any factual matters in connection with,
or apart from, our preparation of this opinion. Accordingly, our opinion does not take into account any matters not set forth herein
that might have been disclosed by independent verification. In the course of preparing our opinion, nothing has come to our attention
that would lead us to believe that any of the facts, representations, or other information on which we have relied in rendering
our opinion is incorrect.
360 Funds
Northern Lights Fund Trust
October 13, 2017
Based on the foregoing,
and subject to the assumptions, exceptions, limitations, and qualifications set forth herein, it is our opinion that, for U.S.
federal income tax purposes:
(a) The Acquiring Fund’s
acquisition of the Assets in exchange solely for Acquiring Fund Shares and its assumption of the Liabilities, followed by Acquired
Fund’s distribution of those shares
pro rata
to the Shareholders actually or constructively in exchange for their
Acquired Fund Shares, will qualify as a “reorganization” (as defined in section 368(a)(1)(F) of the Code), and the
Fund will be “a party to a reorganization” (within the meaning of section 368(b) of the Code);
(b) The Acquired Fund
will recognize no gain or loss on the transfer of the Assets to Acquiring Fund in exchange solely for Acquiring Fund Shares and
Acquiring Fund’s assumption of the Liabilities or on the subsequent distribution of those shares to the Shareholders in exchange
for their Acquired Fund Shares;
(c) The Acquiring Fund
will recognize no gain or loss on its receipt of the Assets in exchange solely for Acquiring Fund Shares and its assumption of
the Liabilities;
(d) The Acquiring Fund’s
basis in each Asset will be the same as Acquired Fund’s basis therein immediately before the Reorganization, and Acquiring
Fund’s holding period for each Asset will include Acquired Fund’s holding period therefor (except where Acquiring Fund’s
investment activities have the effect of reducing or eliminating an Asset’s holding period);
(e) A Shareholder will
recognize no gain or loss on the exchange of all its Acquired Fund Shares solely for Acquiring Fund Shares pursuant to the Reorganization;
(f) A Shareholder’s
aggregate basis in the Acquiring Fund Shares it receives in the Reorganization will be the same as the aggregate basis in its Acquired
Fund Shares it actually or constructively surrenders in exchange for those Acquiring Fund Shares, and its holding period for those
Acquiring Fund Shares will include, in each instance, its holding period for those Acquired Fund Shares, provided the Shareholder
holds them as capital assets at the time of the Reorganization; and
(g) For purposes of section
381 of the Code, Acquiring Fund will be treated just as Acquired Fund would have been treated if there had been no Reorganization.
Accordingly, the Reorganization will not result in the termination of Acquired Fund’s taxable year, Acquired Fund’s
tax attributes enumerated in section 381(c) of the Code will be taken into account by Acquiring Fund as if there had been no Reorganization,
and the part of Acquired Fund’s taxable year before the Reorganization will be included in Acquiring Fund’s taxable
year after the Reorganization subject to any applicable conditions and limitations specified in sections 381, 382, 383 and 384
of the Code and the regulations thereunder.
360 Funds
Northern Lights Fund Trust
October 13, 2017
This opinion expresses
our views only as to the material U.S. federal income tax consequences of the Reorganization, and no opinion is expressed as to
the tax consequences under non-U.S., state, or local tax laws or under U.S. federal tax laws other than those pertaining to income
taxes. Our opinion is based on U.S. federal income tax laws in effect as of the date hereof. It represents our best legal judgment
as to the matter addressed herein, but is not binding on the Internal Revenue Service or the courts. Accordingly, no assurance
can be given that this opinion, if contested, would be sustained by a court. Furthermore, the authorities on which we rely are
subject to change either prospectively or retroactively, and any such change, or any variation or difference in the facts from
those on which we rely and assume as correct, as set forth above, might affect the conclusion stated herein. Nevertheless, by rendering
this opinion, we undertake no responsibility to advise you of any changes or new developments in U.S. federal income tax laws or
the application or interpretation thereof.
This opinion has been
rendered to you solely for purposes of satisfying the requirements set forth in Section [6.3] of the Agreement and may be relied
upon only by Old Trust, the Acquired Fund and its shareholders, New Trust, and the Acquiring Fund and its shareholders. This opinion
letter (and the opinions expressed herein) may not be relied upon by you in any other manner or by any other person and may not
be furnished to any other person without our prior written approval; provided, however, that in accordance with the requirements
of Item 601(b)(23) of Regulation S-K under the Securities Act of 1933 (the “
Act
”), we hereby consent to the
use of our name under the heading “Information About the Reorganization — Federal Income Tax Consequences” in
the Registration/Proxy Statement and to the filing of this opinion as an exhibit to the registration statement of the New trust
or Old Trust, as deemed appropriate by legal counsel to the New Trust or Old Trust. In giving this consent, we do not admit that
we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the
Securities Exchange Commission thereunder.
|
|
Very truly yours,
|
|
|
|
|
|
|
On behalf of The Law Offices
of John H. Lively & Associates, Inc.
A member firm of The 1940
Act Law Group
TM
SCHEDULE A
|
THE ACQUIRED FUND
(
the Acquired Fund is a series
of OLD TRUST
)
|
THE ACQUIRING FUND
(
the Acquiring Fund is a
series of NEW TRUST
)
|
|
EAS Crow Point Alternatives Fund
|
EAS Crow Point Alternatives Fund
|
|
|
John H. Lively
The Law Offices of John
H. Lively & Associates, Inc.
A Member Firm of The 1940 Act
Law Group
11300 Tomahawk Creek Parkway,
Suite 310
Leawood, KS 66211
Phone: 913.660.0778 Fax:
913.660.9157
john.lively@1940actlawgroup.com
|
October 6, 2017
360 Funds
4520 Main Street, Suite 1425
Kansas City, MO 64111
Northern Lights Fund Trust
II
17605 Wright Street
Omaha, NE 68130
Ladies and Gentlemen:
We are acting as counsel
to 360 Funds, a Delaware statutory trust, with its principal place of business at 4520 Main Street, Suite 1425, Kansas City, MO
64111 (“
New Trust
”), on behalf of a single segregated portfolio of assets (“
series
”) thereof
listed under the heading “Acquiring Fund” on Schedule A attached hereto (“
Schedule A
”) (“
Acquiring
Fund
”), and Northern Lights Fund Trust II, a Delaware statutory trust, with its principal place of business at 17605
Wright Street, Omaha, NE 68130 (“
Old Trust
”), on behalf of the series thereof listed under the heading “Acquired
Fund” on Schedule A (“
Acquired Fund
” and, together with the Acquiring Fund, the “
Funds
”),
in connection with the reorganization (the “
Reorganization
”) contemplated by the Agreement and Plan of Reorganization
(the “
Agreement
”) made as of October 6, 2017 by and between New Trust, on behalf of the Acquiring Fund, and
Old Trust, on behalf of the Acquired Fund. The Reorganization will consist of the transfer of all of the assets of the Acquired
Fund (the “
Assets
”) to the Acquiring Fund (which is being established solely for the purpose of acquiring those
assets and continuing such Acquired Fund’s business) in exchange solely for voting shares of the Acquiring Fund (the “
Acquiring
Fund Shares
”), the assumption by the Acquiring Fund of all liabilities of the Acquired Fund (the “
Liabilities
”),
the distribution of the Acquiring Fund Shares to the shareholders of the Acquired Fund (the “
Shareholders
”)
in complete liquidation of the Acquired Fund and the termination of the Acquired Fund, as provided in the Agreement. The Reorganization
is scheduled to close on the date of this letter (the “
Closing Date
”).
In connection with rendering
our opinion, we have examined: (i) the Agreement; (ii) a proxy/prospectus on Form N-14 related to the Reorganization; (iii) the
representation letters of New Trust and Old Trust executed in connection with the Reorganization (collectively, the “
Representation
Letters
”); (iv) such other documents and corporate records as we have deemed necessary or appropriate for purposes of
this opinion; and (v) the Internal Revenue Code of 1986 as amended (the “
Code
”), applicable Treasury Department
regulations in effect as of the date hereof, current published administrative positions of the Internal Revenue Service (the “
Service
”)
contained in revenue rulings and procedures, and such other statutes, regulations, rulings and decisions as we deemed material
to the preparation of this opinion letter.
360 Funds
Northern Lights Fund Trust II
October 13, 2017
For purposes of this opinion,
we have assumed that the representations and warranties set forth in the Agreement and the representations made in the Representation
Letters are true and correct and that the conditions to the parties’ obligations under the Agreement will be satisfied and
the parties will comply with their respective covenants thereunder. We have relied on the representations and warranties in the
Agreement and the representations in the Representation Letters in rendering our opinion. To the extent that any of the representations
or warranties in the Agreements or any of the representations in the Representation Letters is inaccurate, the conclusions set
forth herein may also become inaccurate, or may no longer apply.
In formulating our opinion,
we have examined originals or copies, identified to our satisfaction, of documents and other instruments that we have deemed necessary
or appropriate for purposes of this opinion. In performing such examination, we have assumed the authenticity of all documents
submitted to us as copies, the authenticity of the originals of such latter documents, the genuineness of all signatures and the
correctness of all representations made therein. We cannot and do not represent that we checked the accuracy or completeness of,
or otherwise independently verified, any of the various statements of fact contained in such documents and in documents incorporated
by reference therein. We have further assumed that there are no agreements or understandings contemplated therein other than those
contained in the documents.
In addition, we have assumed
with your consent that: (i) the Reorganization will be consummated in accordance with the provisions of the Agreement and in the
manner contemplated in the Form N-14, and none of the terms or conditions contained therein has been or will be modified in any
respect relevant to this opinion; (ii) the statements and representations concerning the Reorganization set forth in the Form N-14,
the Representation Letters, the Agreement, and the other documents referred to herein are, and, as of the effective time of the
Reorganization, will be, true, accurate, and complete in all material respects; (iii) any representation or other statement in
the Form N-14, any Representation Letters, the Agreement, or any other document referred to herein made “to the knowledge”
or similarly qualified is, and, as of the effective time of the Reorganization, will be, in each case, correct without such qualification;
(iv) no action has been, or will be, taken that is inconsistent with any representation or other statement contained in the Form
N-14, any Representation Letters, the Agreement, or any other document referred to herein; and (v) original documents (including
signatures) are authentic, documents submitted to us as copies conform to the original documents, and there has been (or will be,
by the effective time of the Reorganization) due execution and delivery of all documents where due execution and delivery are prerequisites
to the effectiveness thereof.
Other than obtaining the
representations set forth in the Representation Letters, we have not independently verified any factual matters in connection with,
or apart from, our preparation of this opinion. Accordingly, our opinion does not take into account any matters not set forth herein
that might have been disclosed by independent verification. In the course of preparing our opinion, nothing has come to our attention
that would lead us to believe that any of the facts, representations, or other information on which we have relied in rendering
our opinion is incorrect.
360 Funds
Northern Lights Fund Trust II
October 13, 2017
Based on the foregoing,
and subject to the assumptions, exceptions, limitations, and qualifications set forth herein, it is our opinion that, for U.S.
federal income tax purposes:
(a) The Acquiring Fund’s
acquisition of the Assets in exchange solely for Acquiring Fund Shares and its assumption of the Liabilities, followed by Acquired
Fund’s distribution of those shares
pro rata
to the Shareholders actually or constructively in exchange for their
Acquired Fund Shares, will qualify as a “reorganization” (as defined in section 368(a)(1)(F) of the Code), and the
Acquiring Fund and the Acquired Fund will each be “a party to a reorganization” (within the meaning of section 368(b)
of the Code);
(b) The Acquired Fund
will recognize no gain or loss on the transfer of the Assets to Acquiring Fund in exchange solely for Acquiring Fund Shares and
Acquiring Fund’s assumption of the Liabilities or on the subsequent distribution of those shares to the Shareholders in exchange
for their Acquired Fund Shares;
(c) The Acquiring Fund
will recognize no gain or loss on its receipt of the Assets in exchange solely for Acquiring Fund Shares and its assumption of
the Liabilities;
(d) The Acquiring Fund’s
basis in each Asset will be the same as Acquired Fund’s basis therein immediately before the Reorganization, and Acquiring
Fund’s holding period for each Asset will include Acquired Fund’s holding period therefor (except where Acquiring Fund’s
investment activities have the effect of reducing or eliminating an Asset’s holding period);
(e) A Shareholder will
recognize no gain or loss on the exchange of all its Acquired Fund Shares solely for Acquiring Fund Shares pursuant to the Reorganization;
(f) A Shareholder’s
aggregate basis in the Acquiring Fund Shares it receives in the Reorganization will be the same as the aggregate basis in its Acquired
Fund Shares it actually or constructively surrenders in exchange for those Acquiring Fund Shares, and its holding period for those
Acquiring Fund Shares will include, in each instance, its holding period for those Acquired Fund Shares, provided the Shareholder
holds them as capital assets at the time of the Reorganization; and
(g) For purposes of
section 381 of the Code, the Acquiring Fund will be treated just as the Acquired Fund would have been treated if there had
been no Reorganization. Accordingly, the Reorganization will not result in the termination of the Acquired Fund’s
taxable year, the Acquired Fund’s tax attributes enumerated in section 381(c) of the Code will be taken into account by
the Acquiring Fund as if there had been no Reorganization, and the part of the Acquired Fund’s taxable year before the
Reorganization will be included in the Acquiring Fund’s taxable year after the Reorganization subject to any applicable
conditions and limitations specified in sections 381, 382, 383 and 384 of the Code and the regulations thereunder.
360 Funds
Northern Lights Fund Trust II
October 13, 2017
This opinion expresses
our views only as to the material U.S. federal income tax consequences of the Reorganization, and no opinion is expressed as to
the tax consequences under non-U.S., state, or local tax laws or under U.S. federal tax laws other than those pertaining to income
taxes. Our opinion is based on U.S. federal income tax laws in effect as of the date hereof. It represents our best legal judgment
as to the matter addressed herein, but is not binding on the Internal Revenue Service or the courts. Accordingly, no assurance
can be given that this opinion, if contested, would be sustained by a court. Furthermore, the authorities on which we rely are
subject to change either prospectively or retroactively, and any such change, or any variation or difference in the facts from
those on which we rely and assume as correct, as set forth above, might affect the conclusion stated herein. Nevertheless, by
rendering this opinion, we undertake no responsibility to advise you of any changes or new developments in U.S. federal income
tax laws or the application or interpretation thereof.
This opinion has been
rendered to you solely for purposes of satisfying the requirements set forth in Section 5.6 of the Agreement and may be relied
upon only by Old Trust, the Acquired Fund and its shareholders, New Trust, and the Acquiring Fund and its shareholders. This opinion
letter (and the opinions expressed herein) may not be relied upon by you in any other manner or by any other person and may not
be furnished to any other person without our prior written approval; provided, however, that in accordance with the requirements
of Item 601(b)(23) of Regulation S-K under the Securities Act of 1933 (the “
Act
”), we hereby consent to the
use of our name under the heading “Information About the Reorganization — Federal Income Tax Consequences” in
the Registration/Proxy Statement and to the filing of this opinion as an exhibit to the registration statement of the New Trust
or Old Trust, as deemed appropriate by legal counsel to the New Trust or Old Trust. In giving this consent, we do not admit that
we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the
Securities Exchange Commission thereunder.
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Very truly yours,
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On behalf of The Law Offices
of John H. Lively & Associates, Inc.
A member firm of The 1940 Act Law Group
TM
SCHEDULE A
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THE ACQUIRED FUND
(
the Acquired Fund is a series
of OLD TRUST
)
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THE ACQUIRING FUND
(
the Acquiring Fund is a
series of NEW TRUST
)
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Crow Point Defined Risk Global Equity Income Fund
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Crow Point Defined Risk Global Equity Income Fund
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