Q.What are the primary reasons for the retention of the New Adviser as the investment adviser to the Funds?

A.The Board weighed many factors in reaching its decision to approve the New Advisory Agreement and the New ELA, including, without limitation, the operations, reputation, and resources of the New Adviser, performance results achieved by the New Adviser for its clients, including the Funds, as applicable, quality of services provided by the New Adviser, and the fact that the transfer of operations is not expected to result in any changes to the management team serving the Funds. The Board also considered that the advisory fee and expense limit will not change for the Funds and that the fee waivers and expense reimbursements currently provided by the Adviser for the Funds will remain in place as well, subject to the New Adviser’s ability to recoup those fees and expenses under the same terms provided in the current expense limitation agreement. Additional details regarding factors considered by the Board in approving the New Advisory Agreement and the New ELA can be found in the section “Evaluation By the Board of Trustees” in the enclosedProxy Statement.

Q.Are there any material differences between the Advisory Agreements and the New Advisory Agreement?

A.Yes. The differences between the Advisory Agreements and the New Advisory Agreement are discussed in the proxy statement. There are no material changes to the advisory services under the Advisory Agreements and the New Advisory Agreements. The differences primarily relate to the form of the contract and some technical legal provisions. We have attached these as Exhibits to the proxy statement. Shareholders are encouraged to read them.

Q.Are there any material differences between the current expense limitation agreement and the New ELA?

A.Yes. The only difference between the New ELA and the Old ELA is that the New ELA will allow the New Adviser to recoup any fees that were waived or expenses that were reimbursed by the Adviser. In other words, the amounts that the Adviser could recover under the current expense limitation agreement will carry over to the New ELA. The differences between the current expense limitation agreement and the New ELA are discussed in the proxy statement. We have attached these as Exhibits to the proxy statement. Shareholders are encouraged to read them.

Q.How do I vote?

A.We urge you to vote your shares by submitting your proxy via the internet, phone, or mail as soon as possible. You may also vote in person at the shareholder meeting. Specific instructions for these voting options can be found on the enclosedProxy Card.

Q.When should I vote?

A.Please vote as soon as possible. You may submit your vote at any time before the date of the shareholder meeting. Representatives of the Adviser, any of its affiliates,and AST Fund Solutions, a firm authorized by the Adviser to assist in the solicitation of proxies, may be contacting you to urge you to vote on theseimportant matters.

Cognios Large Cap Value Fund
Cognios Market Neutral Large Cap Fund

(collectively,the “Funds”)

4300 Shawnee Mission Parkway, Suite 100

Fairway, Kansas 66205

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held on April 3, 2020

Dear Shareholders:

The Board of Trustees (the “Board”) of M3Sixty Funds Trust (the “Trust”) has called a special meeting of the Shareholders of the Cognios Large Cap Value Fund and Cognios Market Neutral Large Cap Fund (each a “Fund” and collectively the “Funds”), each a series of the Trust, to be held at the offices of the Trust, 4300 Shawnee Mission Parkway, Suite 100, Fairway, Kansas 66205, on April 3, 2020, at 11:00 a.m., Eastern Time, for the followingthefollowing purposes:

1.To approve a new investment advisory agreement between the Trust, on behalf of the Funds, and Quantitative Value Technologies, LLC. No increase in the investment advisory feeis proposed.

The Board recommends that you voteFOR Proposals 1, 2 and 23. Shareholders of record at the close of business on February 3, 2020, are entitled to notice of, and to vote at, the special meeting and any adjournment(s) or postponement(s)orpostponement(s) thereof.

Please read the enclosed Proxy Statement carefully for information concerning the ProposalProposals to be placed before the Meeting or any adjournments or postponements thereof. Additional matters would include only matters that were not anticipated as of the date of the enclosed ProxyenclosedProxy Statement.

On behalf of the Board ofBoardof Trustees

Randall K. Linscott,K.Linscott, President

March __,March13, 2020

YOUR VOTE IS IMPORTANT

TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARESIN PERSON.

Cognios Large Cap Value Fund

Cognios Market Neutral Large Cap Fund

(collectively,the “Funds”)

4300 Shawnee Mission Parkway, Suite 100

Fairway, Kansas 66205

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS

To Be Held on April 3, 2020

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees of M3Sixty Funds Trust (the “Trust”) on behalf of the Cognios Large Cap Value Fund and Cognios Market Neutral Large Cap Fund (each a “Fund” and collectively the “Funds”) for use at the special meeting of shareholders, to be held at the offices of the Trust, 4300 Shawnee Mission Parkway, Suite 100, Fairway, Kansas 66205, on April 3, 2020, at 11:00 a.m., Eastern Time, and at any adjournments thereof. The Notice of the Meeting, Proxy Statement and accompanying form of proxy will first be mailed to shareholders on or about March __,16, 2020. Only shareholders of record at the close of business on February 3, 2020 (the “Record Date”) will be entitled to vote at theatthe Meeting.

The Shareholders of the Funds, as indicated below, are being asked to consider the followingthefollowing proposals:

1.To approve a new investment advisory agreement between the Trust, on behalf of the Funds, and Quantitative Value Technologies, LLC. No increase in the investment advisory feeis proposed.

Shareholders in each Fund will vote separately on Proposal 1.1, 2 and 3. Under the Investment Company Act of 1940, as amended (the “1940 Act”), an affirmative vote of the holders of a majority of the outstanding shares of each Fund is required for the approval of Proposals 1, 2 and 2.3. As defined in the 1940 Act, a “vote of the holders of a majority of the outstanding voting” shares of a Fund means the vote of (1) 67% or more of the voting shares of a Fund present at the Meeting, if the holders of more than 50% of the outstanding sharesoutstandingshares of the Fund are present in person or represented by proxy, or (2) more than 50% of the outstanding voting shares of a Fund, whichever iswhicheveris less.

Important Notice Regarding Internet Availability of Proxy Materials

This Proxy Statement is available athttps://vote.proxyonline.com/___________cognios/docs/2020proxy.pdfor by calling (800) 821-2712.

(866) 796-7181. The Funds’ annual and semi-annual reports are available, at no charge, by calling
888-553-4233 or on the

Funds’ websiteat www.cogniosfunds.com.

(2) During the three years immediately following consummation of the transaction causing the change in control, at least 75% of the members of the investment company’s board must not be “interested persons” of the investment adviser or predecessor investment adviser within the meaning of the 1940 Act. Currently, 100% of the trustees of the Trust are not interested persons, as defined by the 1940 Act, of the Adviser, and the Trust contemplates that it will maintain this composition for a period of at least three years from the date of theofthe Transaction.

Impact of the New Adviser on the Funds

The Reorganization will not result in any material changes in the way the New Adviser provides investment management services to the Funds or the personnel providing portfolio management services to the Funds. The New Adviser will continue to carry out the investment and reinvestment of the assets of the Funds. Additionally, the New Adviser will seek to grow the Funds through its marketing efforts. The Lead Portfolio Manager, Jonathan C. Angrist, and the Co-Portfolio Manager, Brian J. Machtley, will continue to be the portfolio managers of the Funds.

Information Concerning the Adviser and New Adviser

Cognios Capital, LLC (the “Adviser”), located at 11250 Tomahawk Creek Parkway, Leawood, Kansas 66211, is the investment adviser to each Fund. The Adviser is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended. The Adviser is a Kansas limited liability company. 

limitedliability company. 

Quantitative Value Technologies, LLC (the “New Adviser”), 7900 College Blvd, Suite 124, Overland Park, Kansas 66210, is the proposed investment adviser to each Fund. The New Adviser submitted its application for registration with the SEC on February 3, 2020. The New Adviser is a Kansas limited liability company.  

The names, titles, and addresses of the principal executive officers and directors of the Adviser and New Adviser are set forthsetforth below:

*The address for each person is 11250 Tomahawk Creek Parkway, Leawood,Kansas 66211.

^The address is 7900 College Blvd, Overland Park,Kansas 66210

During the fiscal year ended June 30, 2019, the Adviser was paid the following advisory fees from thefromthe Funds.

As the investment adviser to the Funds, subject to the Board’s supervision, the Adviser continuously reviews, supervises and administers each Fund’s investment program. The Adviser also ensures compliance with each Funds’ investment policies and guidelines. The Advisory Agreements were approved by shareholders and became effective for each Fund on the followingthefollowing dates:

Differences Between the Agreements

Other than the dates of the Agreements and the parties to the Agreements, the below lists certain differences between the Agreements. Investors are encouraged to review and compare the Advisory Agreements and the New Advisory Agreement.

The New Advisory Agreement is similar to the Advisory Agreements, although the forms are different. Below is a summary of the differences inthe agreements.

•The New Advisory Agreement states that the New Adviser has the right to do business as Cognios Capital, the name ofthe Adviser.

•Under the Advisory Agreements, the Adviser’s standard of care requires that it use its best judgment in rendering the advisory services. For the New Advisory Agreement, there is no explicit standard of care; rather, the Advisory must meet its fiduciary duty under the Investment Advisers Act of 1940 and applicable state law. The New Advisory Agreement, like the Advisory Agreements, provides that the New Adviser will not be subject to any liability in connection with the performance of its services thereunder in the agreements.absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligationsand duties.

•The Advisory Agreement for the Market Neutral Fund is governed by Colorado law. Under the New Advisory Agreement and the Large Cap Value Advisory Agreement, Delawarelaw applies.

Material Terms of the New Advisory Agreement

Both the New Advisory Agreement and the Advisory Agreements provide that the investmenttheinvestment adviser:

•Has discretionary management authority over theFunds’ portfolios.

•Must comply with federalsecurities laws.

•Must maintain adequate books andrecords; and

•Must keep the Board informed of all materials events that impactthe Funds.

The compensation under the New Advisory Agreement and the Advisory Agreements is the same. Under the terms of the Advisory Agreements and the New Advisory Agreement, the Adviser and the New Adviser, respectively, are entitled to receive an annual advisory fee from each Fund asFundas follows:

The New Advisory Agreement provides that it will continue for an initial term of two years, and from year to year thereafter, but only so long as its continuance is approved at least annually by the Board, including a majority of the Independent Trustees, at an in-person meeting called for that purpose or by the vote of a majority of the outstanding shares of the respective Fund. The New Advisory Agreement will automatically terminate on assignment, as defined by the 1940 Act, and is terminable upon notice by the Funds. In addition, the New Advisory Agreement can be terminated by the Adviser on 60 days’ notice to the Funds. The New Advisory Agreement may be amended by the parties (which include the New Adviser and the Trust) under the requirements of the 1940 Act.

The New Advisory Agreement, like the Advisory Agreements, provides that the New Adviser will not be subject to any liability in connection with the performance of its services thereunder in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations andobligationsand duties.

The effective date of the New Advisory Agreement is expected to be the date shareholders approve it. If shareholders do not approve the New Advisory Agreement, as it relates to a Fund or the Funds, the Board and the Adviser will consider other options, including a new or modified request for shareholder approval of a new advisory agreement with the New Adviser, retaining a new investment adviser for a Fund or Funds, which also would need to be approved by shareholders of the respective Fund, or the possible liquidation and closing of a Fund orFundor Funds.

The New Advisory Agreement is attached as Exhibit A. You should read the New Advisory Agreement. The description in this Proxy Statement of the New Advisory Agreement is only aonlya summary.

Evaluation by The Board of Trustees

At an in-person meeting held on February 12, 2020 (the “Meeting”), the Board approved the New Advisory Agreement for the Funds. The Board’s determination to approve the agreement followed its consideration of various factors and review of written materials provided by thebythe Adviser.

The Board’s deliberations and the information on which its conclusions were based are summarized below. At the Meeting, the Board considered the following material factors when it evaluated the New Advisory Agreement: (i) the nature, extent, and quality of the services provided by the New Adviser; (ii) the investment performance of the Funds under the management of the current portfolio team, which is acquiring the Adviser’s operations; (iii) the costs of the services to be provided and profits to be realized by the New Adviser from the relationship with the Funds; (iv) the extent to which economies of scale would be realized if the Funds grow and whether advisory fee levels reflect those economies of scale for the benefit of the Funds’ investors; and (v) the New Adviser’s practices regarding possible conflicts of interest, including its contemplated brokerage practices, and other benefits derived by the NewtheNew Adviser.

In assessing these factors and reaching its decisions, the Board took into consideration information furnished for the Board’s review and consideration throughout the year at regular Board meetings by the Adviser, which has the same portfolio management team as the New Adviser, as well as information specifically provided during the approval

process, including at the Meeting. The Board requested and was provided with (or had access to) information and reports relevant to the approval of the New Advisory Agreement, including: (i) information regarding the services and support provided to the Funds and their shareholders by the Adviser, which would carry over to the New Adviser; (ii) quarterly assessments of the investment performance of the Funds from the portfolio management team; (iii) periodic commentary on the reasons for the performance; (iv) presentations by the Funds’ management addressing the New Adviser’s investment philosophy, investment strategy, personnel, and operations, including a comparison of the Adviser and the new Adviser; (v) compliance and audit reports concerning the Funds and the Adviser; (vi) disclosure information contained in the registration statement for the Funds and the Form ADV of the New Adviser; and (vii) a memorandum from legal counsel that summarized the fiduciary duties and responsibilities of the Board in reviewing and approving the Advisory Agreement, including the material factors set forth above and the types of information included in each factor that should be considered by the Board to make an informed decision.

The Board also reviewed various information provided by the New Adviser including, without limitation: (i) documents containing financial information about the New Adviser, a description of personnel and the services provided to the Funds by the New Adviser, information on investment advice, performance, summaries of Funds’ expenses, compliance program, current legal matters, and other general information; (ii) comparative expense and performance information for other mutual funds with strategies similar to the Funds; (iii) the anticipated effect of size on the Funds’ performance and expenses; and (iv) benefits to be realized by the New Adviser from its relationship with the Funds. The Board did not identify any particular information that was most relevant to its consideration to approve the New Advisory Agreement and each Trustee may have afforded different weights to the variousthevarious factors.

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

The Board considered the responsibilities that the New Adviser would have under the New Advisory Agreement for each Fund. The Board reviewed the services to be provided by the New Adviser to the Funds including, without limitation: the Adviser’s processes for formulating investment recommendations and assuring compliance with the Funds’ investment objectives and limitations; its coordination of services among the Funds’ service providers; and the anticipated efforts to promote the Funds, grow their assets,theirassets, and

assist in the distribution of their shares. The Board considered: The New Adviser’s staffing, personnel, and methods of operating; the education and experience of its personnel; and its compliance program, policies and procedures. The Board noted that there would be no change to the investment objectives or strategies of the Funds and the portfolio management team of the New Adviser includes both Jonathan C. Angrist and Brian J. Machtley. The Board also considered the Adviser’s trading processes, which would most likely result in slight increases in the transaction costs of the Fund. In considering these new processes, the Board noted that the Adviser represented its belief that the new process would result in better execution service, business continuity, asset coverage, and liquidity. The Board further noted that the Adviser represented that its new process meets its duty to obtain the best execution for the Fund. Finally, the Board noted that based on information provided by the Adviser, including its responses to questions asked during the meeting, the new transaction costs were still competitively priced and only slightly higher that the rates the Funds previously paid. After reviewing the preceding information, the Board concluded that the nature, extent and quality of the services to be provided by the New Adviser were satisfactory and adequate for the Funds and consistent with the services that the Funds currently receive from thefromthe Adviser.

(2)Investment Performance of the Funds and the portfolio managers.

The Board noted that under the terms of the transaction the portfolio management team of the Funds would remain the same; it noted that this team had been in place since the inception of the Funds. The Board viewed these as positive factors when considering whether to approval the New Advisory Agreement. The Board also considered the past performance of the team and the continuity maintained during the transaction, which allowed the Board to apply the recent performance to its consideration of the New Advisory Agreement. In considering the investment performance of the Funds and the current portfolio managers, the Board compared the short- and long-term performance of the Funds with the performance of their respective benchmark, comparable funds with similar objectives and size managed by other investment advisers, and comparable peer group indices (e.g., Morningstar category means and medians). The Board also considered the consistency of the portfolio managers’ management of the Funds with its respective investment objective and policies.

Regarding the Large Cap Value Fund, the Board noted that it had outperformed the Large Value category

average and median for the one-year and three-year periods ended December 31, 2019. The Board further considered the performance of the Large Cap Value Fund relative to its benchmark (the S&P 500 Total Return Index), noting that the fund had outperformed for the one year and underperformed for the three years ended December 31, 2019.

Regarding the Market Neutral Fund, the Board noted that it had underperformed the Market Neutral category average and median for the year ended December 31, 2019, but had outperformed the category average and media for the three- and five-year periods, each ended December 31, 2019. The Board further considered the performance of the Market Neutral Fund relative to its benchmark (the S&P 500 Total Return Index) and noted that the fund had underperformed for the one, three, and five-year periods ended December 31, 2019.

Based on the preceding, the Board concluded that the investment performance information presented for the Funds was acceptable at thisatthis time.

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

For this factor, the Board considered: the New Adviser’s staffing, personnel, and operations; the financial condition of the New Adviser and the level of commitment by the New Adviser and its principals; the expected asset levels of the Funds; and the projected overall expenses of the Funds. The Board considered financial information of the Adviser and discussed its financial stability and productivity.

The Board considered the fees and expenses of the Funds relative to their respective peer group and category. The Board noted that the management fee for the Funds was above the applicable category average and median, but well within the category range. The Board considered that the net expense ratio of the Funds’ institutional classes was above the category average and median. In considering the management fee and total operating expenses, the Board noted the relatively small size of the Funds compared to the average and median fund size in the category. The Board further noted that the New Adviser’s management fee is the same as the current managementcurrentmanagement fee.

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

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

The Board considered the Funds’Funds’ fee arrangements with the Adviser and the proposed arrangements with the New Adviser. The Board determined that although the management fee would stay the same as asset levels increased, the shareholders ofthe Fundswould benefit from the expense limitation arrangement for the Funds. The Board noted that while a breakpoint schedule in aninan advisory

agreement could be beneficial, such a feature to the fee schedule only had benefits if the particular fund’s assets were enough to realize the effect of the breakpoint. The Board noted that obtaining lower expenses for the shareholders ofthe Fundswould be realized immediately with the expense limitation arrangements, which the New Adviser agreed to maintain through at least October 31, 2021. TheThe Board noted that the assurance that the expense limitation arrangements in place were of value to those Funds. In considering the economies of scale, the Board noted that the assets of the Funds were at such levels that the expense limitation arrangements currently were providing benefits to the respective Fund’srespectiveFund’s shareholders.

TheThe Board also noted that theFundswould benefit from economies of scale under its agreements with some of its service providers other than the New Adviser as fees that were in place with those other service providers were either fixed or essentially semi-fixed. The Board noted that the New Adviser’s personnel had secured these arrangements with the other service providers on behalf of the Fund. Following further discussion of theCognios Funds’Funds’ expected asset levels, expectations for growth and levels of fees, the Board determined that theFunds’ fee arrangements, in light of all the facts and circumstances, were fair and reasonable and that the expense limitation arrangements provided potential savings or protection for the benefit of theFunds’investors.

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

In considering the New Adviser’s practices regarding conflicts of interest, the Board evaluated the potential for conflicts of interest and considered such matters as the experience and ability of the advisory and compliance personnel assigned to the Funds; the basis of decisions to buy or sell securities for the Funds; and the substance and administration of the New Adviser’s code of ethics. The Board noted that the Adviser and New Adviser have the same chief compliance officer and compliance program. Based on the preceding, the Board determined that the New Adviser’s standards and practices relating to the identification and mitigation of possible conflicts of interest were satisfactory. Finally, the Board noted the conflict of interest related to the New Adviser’s new trading processes, which would ease the New Adviser’s trading operations while slightly increasing transaction costs for the Fund. The Board noted that the new processes provided some benefits to the Funds and still satisfied the New Adviser’s obligations related to best execution. Finally, the Board noted that while the new trading procedures benefited the New Adviser, some of those benefits would also apply to the Funds and the overall price paid by the Funds was still competitive with market rates.

PROPOSAL 2: APPROVAL OF A NEW EXPENSE LIMITATION AGREEMENT BETWEEN THE TRUST &
THE NEW ADVISER

Summary of the Proposal

Also at the meeting held February 12, 2020, the Board, including the Independent Trustees, approved a new expense limitation agreement (the “New ELA”) between the Trust, on behalf of the Funds, and the New Adviser. Under the New ELA, the New Adviser has agreed to waive or reduce its fees and to assume other expenses of the Funds, if necessary, in an amount that limits each Fund’s annual operating expenses (exclusive of interest, borrowing expenses, distribution fees under Rule 12b-1 plans, taxes, acquired fund fees and expenses, brokerage fees and commissions, dividend expenses on short sales, litigation expenses, other expenditures which are capitalized following generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of the Funds’ business) to not more than 0.85% for the Cognios Large Cap Value Fund and 1.45% for the Cognios Market Neutral Large Cap Fund through at least October 31, 2021. Subject to approval by the Funds’ Board, any waiver or reimbursement under the New Expense Limitation Agreement is subject to repayment by a Fund within the three fiscal years following the year in whichdate when such waiver occurred, if the Fund can make the payment without exceeding the expense limitation in place at the time of the waiver or reimbursement. The New ELA cannot be terminated before October 31, 2021, without the Board’stheBoard’s approval.

Additionally, the New Adviser is asking shareholders to allow it to recoup amounts that were waived or reimbursed by the Adviser before the Reorganization.  Reorganization, as described in more detail in Proposal 3.Approval of the New ELA will not increase the expenses paid by a Fund or its shareholders.A description of the differences between the current expense limitation agreement and the New ELA is included below. The New ELA is attached hereto as Exhibit C, and the current expense limitation agreement is attached as Exhibit D. The effective date of the New ELA is expected to be the date that shareholders approveshareholdersapprove it.

The Adviser requests the right to recoup the prior fee waivers and expense reimbursements because the New Adviser is retaining the same portfolio management team and most of the operations of the Adviser. Although there is a change in ownership as a result of the transaction, the management team is substantially similar, and the owners of the New Adviser, by Jonathan C. Angrist and Brian J. Machtley, were among the co-founders of the Adviser.

At a meeting held on February 12, 2020, the Board, including all the Independent Trustees, approved the New ELA between the Trust, on behalf of the Funds, and the New Adviser. The Independent Trustees’ considerations are set forthsetforth below.

Legal Analysis

Under the 1940 Act, a new expense limitation agreement does not require shareholder approval. Rather, the agreement must be approved by the Board only. The Board approved the New ELA and the New Adviser’s ability to recoup previously waived fees and reimbursed expenses so long shareholders approve the New ELA and the recoup carryover. If shareholders do not approve the New ELA or the carryoever, then the New Adviser and the Board will enter into a new expense limitation agreement that does not includethe carryover.

Information on the New Expense Limitation Agreement

The Adviser has contractually agreed to reduce its advisory fees and reimburse expenses to the extent necessary to keep net operating expenses (excluding interest, fees payable under Rule 12b-1 Plans, taxes, brokerage commissions, acquired fund fees, and expenses and extraordinary expenses) from exceeding the limits set forth below for each Fund until October 31, 2021. Each waiver or reimbursement of an expense by the Adviser is subject to

repayment by a Fund within three years following the date such waiver or reimbursement was made provided that the Fund can make the repayment without exceeding the expense limitation in place at the time of the waiver or reimbursement and at the time the waiver or reimbursement is recouped. The New Adviser has agreed to maintain this arrangement, but is requesting that shareholders grant the New Adviser the right to recoverrecoup the waived fees and reimbursed expenses of the Adviser. The following tables set forth the respective expense limitation arrangements for the Funds and the amounts recoverable under such arrangements. Funds.

The total amount of recoverable reimbursements as of June 30, 2019, and expiration dates was as follows:

The New Adviser believes that allowing it to carryover these amounts is fair and equitable given the similarlities in ownership and operations of the prior and New Adviser. The Board considered the matter at its special meeting on February 12, 2020, and determined that the request should be submitted to shareholders for their consideration. If shareholders do not approve Proposal 2 or 3, then the New Adviser and the Board will enter into a new expense limitation agreement that does not includethe carryover.

PROPOSAL 34

: TO TRANSACT ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING
OR ANY ADJOURNMENT THEREOF IN THE DISCRETION OF THE PROXIES OR THEIR
SUBSTITUTES

The proxy holders have no present intention of bringing any other matter before the Meeting other than the matters described herein or matters in connection with or to effect the same.  Neither the proxy holders nor the Board is aware of any matters which may be presented by others.  If any other business properly comes before the Meeting, the proxy holders intend to vote thereon per their besttheirbest judgment.

THE BOARD OF TRUSTEES OF THE TRUST, INCLUDING THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUNDS

VOTE “FOR” PROPOSALS 1, 2, AND 2.3.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

As of the Record Date, the following shareholders were the record owners of 5% or more of the outstanding shares of theofthe Funds:

As of the Record Date, the Trust knows of no other person (including any “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) who beneficially owns more than 5% of the outstanding shares of aofa Fund.

SHAREHOLDER PROPOSALS

The Trust must receive any shareholder proposals to be included in the proxy statement for the next meeting of shareholders within a reasonable period before the Trust begins to print and send its proxyitsproxy materials.

COST OF SOLICITATION

The New Adviser is bearing the costs of solicitation of proxies and expenses incurred in connection with the preparation of proxy materials. In addition to soliciting proxies by mail, the Board and employees of the Trust may

solicit proxies in person or by telephone. The costs associated with the solicitation of proxies are expected to be $______.$19,457. By voting immediately, you can help avoid the additional expense and burden of a second proxy solicitation.

Only one copy of this Proxy Statement may be mailed to a shareholder holding shares in multiple accounts with a Fund or Funds. 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 callingbycalling 888-553-4233.

OTHER MATTERS

The Trust’s Board of Trustees knows of no other matters to be presented at the Meeting other than as set forth above. If any other matters properly come before the Meeting that the Trust did not have notice of a reasonable time before the mailing of this Proxy Statement, the persons named as proxies will vote the shares represented by the proxy on such matters per their best judgment, and discretionary authority to do so is included in theinthe proxy.

BY ORDER OF THE BOARD OF TRUSTEES

Randall K. Linscott, President

March __, 2020

Important Notice Regarding the Availability of Proxy Materials for the Shareholder

Meeting to Be Held on April 3, 2020: The notice of meeting, proxy statement and shareholder ballot is
available athttps://vote.proxyonline.com/___________cognios/docs/2020proxy.pdf

PLEASE DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED REPLY ENVELOPE. YOU MAY ALSO VOTE BY TELEPHONE OR ON THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED VOTING INSTRUCTION CARD. FOR MORE INFORMATION OR ASSISTANCE WITH VOTING, PLEASE CALL (___) ___-____.(866) 796-7181. REPRESENTATIVES ARE AVAILABLE TO ANSWER YOUR CALL 9:00 A.M. TO 10:10:00 P.M. P.M.EASTERN TIME.

EXHIBIT A

FORM OF

INVESTMENT ADVISORY AGREEMENT

THIS INVESTMENTADVISORYAGREEMENT (this “Agreement”(this“Agreement”) is made ismadeasofthis April __, 2020, and between M3Sixty Funds Trust, a Delaware statutory trust (the “Trust”) registered as an investmentcompanyundertheInvestmentCompanyActof1940,asamended (the “1940 (the“1940Act”),and Quantitative Value Technologies, LLC (d/b/a Cognios Capital), a Kansas limited liabilitylimitedliability company.

WITNESSETH

WHEREAS,theBoardofTrustees(the“Board”)oftheTrusthasselectedtheAdvisertoactasinvestmentadvisertotheseriesportfoliosoftheTrustsetforthon theSchedule(s)AtothisAgreement(each,a“Fund” and collectively, the “Funds”),assuchSchedulemaybeamendedfromtimetotimeuponmutualagreementoftheparties,toprovidecertainrelatedservices,asmorefullysetforthbelow,andtoperformsuchservicesunderthetermsandconditionshereinaftersetforth.

WHEREAS,NOW,THEREFORE,inconsiderationofthemutualcovenantsandbenefitssetforthherein,theTrustandtheAdviserdoherebyagreeasfollows:

1.THEADVISER’SSERVICES.

(a)DiscretionaryInvestmentManagementServices.TheAdvisershallactasinvestmentadviserwithrespecttoeachFund.Insuchcapacity,theAdvisershall,subjecttothesupervisionoftheBoard,regularlyprovideeachFundwithinvestmentresearch,adviceandsupervisionandshallfurnishcontinuouslyaninvestmentprogramforeachFund,consistentwiththerespectiveinvestmentobjectivesandpoliciesofeachFund.TheAdvisershalldetermine,fromtimetotime,whatsecuritiesshallbepurchasedforeachFund,whatsecuritiesshallbeheldorsoldbyeachFundandwhatportionofeachFund’sassetsshallbehelduninvestedincash,subjectalwaystotheprovisionsoftheTrust’sAgreementandDeclarationofTrust,asamendedandsupplemented(the“DeclarationofTrust”),BylawsanditsregistrationstatementonFormN-1A(the“RegistrationStatement”)underthe1940Act,andundertheSecuritiesActof1933,asamended(the“1933Act”),asfiledwiththeSecuritiesandExchangeCommission(the“Commission”),andwiththeinvestmentobjectives,policiesandrestrictionsofeachFund,aseachofthesameshallbefromtimetotimeineffect.Tocarryoutsuchobligations,andtotheextentnotprohibitedbyanyoftheforegoing,theAdvisershallexercisefulldiscretionandactforeachFundinthesamemannerandwiththesameforceandeffectaseachFunditselfmightorcoulddowithrespecttopurchases,salesorothertransactions,aswellaswithrespecttoallothersuchthingsnecessaryorincidentaltothefurtheranceorconductofsuchpurchases,salesorothertransactions which shall include, without limitation, Adviser authority to: open and close accounts; select and place orders; purchase, sell and otherwise trade or deal with any Fund investment or other asset; instruct the custodian; invest and reinvest assets; vote proxies; and consult with legal counsel.NoreferenceinthisAgreementtotheAdviserhavingfulldiscretionaryauthorityovereachFund’sinvestmentsshallinanywaylimittherightoftheBoard,initssolediscretion consistent with the terms of this Agreement,toestablishorrevisepoliciesinconnectionwiththemanagementofaFund’sassetsortootherwiseexerciseitsrighttocontroltheoverallmanagementofaFund.

(b)Compliance.TheAdviseragreestocomplywiththerequirementsofthe1940Act,theInvestmentAdvisersActof1940,asamended(the“AdvisersAct”),the1933Act,theSecuritiesExchangeActof1934,asamended(the“1934Act”),andtherespectiverulesandregulationsthereunder,asapplicable,aswellaswithallotherapplicablefederalandstatelaws,rulesandregulationsthatrelatetotheservicesandrelationshipsdescribedhereunder and to the conduct of its business as aregisteredinvestment adviser.The Adviseralsoagreestocomplywiththeobjectives,policiesandrestrictionssetforthintheRegistrationStatement,asamendedorsupplemented,ofeachFund,andwithanypolicies,guidelines,instructionsandproceduresapprovedbytheBoardandprovidedtotheAdviser.InselectingeachFund’sportfoliosecuritiesandperformingtheAdviser’sobligationshereunder,theAdvisershallcausetheFundtocomplywiththediversificationandsourceofincomerequirementsofSubchapterMoftheInternalRevenueCodeof1986,asamended(the“Code”),forqualificationasaregulatedinvestmentcompany.TheAdvisershallmaintaincomplianceprocedures that itreasonablybelievesareadequatetoensureitscompliancewiththeforegoing.NosupervisoryactivityundertakenbytheBoardshalllimittheAdviser’sfullresponsibilityforanyoftheforegoing.

(c)Recordkeeping.TheAdviseragreestopreserveanyTrustrecordsthatitcreatesorpossessesthatarerequiredtobemaintainedunderthe1940Actandtherulesthereunder(“FundBooksandRecords”)fortheperiodsprescribedbyRule 31a-2underthe1940Act.IncompliancewiththerequirementsofRule31a-3underthe1940Act,theAdviseragreesthatallsuchrecordsarethepropertyoftheTrustandwillsurrenderpromptlytotheTrustanyofsuchrecordsupontheTrust’srequest, provided however that the Adviser shall be permitted to retain a copy of such Fund Books and Records related to the funds thatit manages.

(d)HoldingsInformationandPricing.TheAdvisershallprovideregularreportsregardingFundholdingsandshall,onitsowninitiative,furnishtheTrustanditsBoardfromtimetotimewithwhateverinformationtheAdviserbelievesisappropriateforthispurpose,andattherequestoftheBoard,suchinformationandreportsrequestedbytheBoard.TheAdviseragreestonotifytheTrustassoonaspracticableifthe AdviserreasonablybelievesthatthevalueofanysecurityheldbyaFundmaynotreflectfairvalue.TheAdviseragreestoprovideanypricinginformationofwhichtheAdviserisawaretotheTrust,itsBoardand/oranyFundpricingagenttoassistinthedeterminationofthefairvalueofanyFundholdingsforwhichmarketquotationsarenotreadilyavailableorasotherwiserequiredinaccordancewiththe1940ActortheTrust’svaluationproceduresforthepurposeofcalculatingtheFundnetassetvalueinaccordancewithproceduresandmethodsestablishedbytheBoard.

(e)CooperationwithAgentsoftheTrust.TheAdviseragreestocooperatewithandprovidereasonableassistancetotheTrust,anyTrustcustodianorforeignsub-custodians,anyTrustpricingagentsandallotheragentsandrepresentativesoftheTrustwithrespecttosuchinformationregardingeachFundassuchentitiesmayreasonablyrequestfromtimetotimeintheperformanceoftheirobligations,providepromptresponsestoreasonablerequestsmadebysuchpersonsanduseappropriateinterfacesestablishedbysuchpersonssoastopromotetheefficientexchangeofinformationandcompliancewithapplicablelawsandregulations.

(f)DelegationofAuthority.Anyoftheduties,responsibilitiesandobligations of theAdviserspecifiedinthisSection1andthroughouttheremainderofthisAgreementwithrespecttooneormoreFundsmaybedelegatedbytheAdviser,attheAdviser’sexpense,toanappropriateparty(a“Sub-Adviser”),subjecttosuchapprovalbytheBoardandshareholdersoftheapplicableFundstotheextentrequiredbythe1940Act.TheAdvisershalloverseetheperformanceofdelegateddutiesbyanySub-AdviserandshallfurnishtheBoardwithperiodicreportsconcerningtheperformanceofdelegatedresponsibilitiesbysuchSub-Adviser.TheretentionofaSub-AdviserbytheAdviserpursuanttothisSection 1(f)shallinnowayreducetheresponsibilitiesandobligationsoftheAdviserunderthisAgreement,andtheAdvisershallberesponsibletotheTrustforallactsor omissionsofanySub-AdvisertothesameextenttheAdviserwouldbeliablehereunder.Insofaras theprovisionsofthisAgreementimposeanyrestrictions,conditions,limitationsorrequirementsontheAdviser,theAdvisershalltakemeasuresthroughitscontractwith,oritsoversightof,theSub-Adviserthatattempttoimposesimilar(insofarasthecircumstancesmayrequire)restrictions,conditions,limitationsorrequirementsontheSub-Adviser.

2.CODEOFETHICS.TheAdviserhasadopted awrittencodeofethics(“Adviser’sCode ofEthics”)thatitreasonablybelievescomplieswiththerequirementsofRule 17j-1underthe1940Act,whichithasprovidedtotheTrust.TheAdviserhasadoptedproceduresreasonablydesignedtoensurecompliancewiththeAdviser’sCodeofEthics.Uponrequest,theAdvisershallprovidetheTrustwitha(i)copyoftheAdviser’sCodeofEthics,asineffectfromtimetotime,andanyproposedamendmentstheretothattheChiefComplianceOfficer(“CCO”)oftheTrustdeterminesshouldbepresentedtotheBoard,and(ii)certificationthatithasadoptedproceduresreasonablynecessarytopreventAccessPersonsfromengaginginanyconductprohibitedbytheAdviser’sCodeofEthics.Annually,theAdvisershallfurnishawrittenreporttotheBoard,whichcomplieswiththerequirementsofRule17j-1,concerningtheAdviser’sCodeofEthics.TheAdvisershallrespondtorequestsforinformationfromtheTrustastoviolationsoftheAdviser’sCodeofEthicsbyAccessPersonsandthesanctionsimposedbytheAdviser.TheAdvisershallnotifytheTrustassoonaspracticableafteritbecomesawareofanymaterialviolationoftheAdviser’sCodeofEthics,if suchviolationis reasonably likely to materially and adversely affectasecurityheldbyanyFund.

3.INFORMATION AND REPORTING. The Adviser shall provide the Trust and its respective officers with such periodic reports concerning the obligations the Adviser has assumed under this Agreement as the Trust may from time to timereasonably request.

(a)NotificationofBreach/ComplianceReports.TheAdvisershallnotifytheTrust’sCCOpromptlyupondetectionof:(i)anymaterialfailuretomanageanyFundinaccordancewithitsinvestmentobjectivesandpoliciesoranyapplicablelaw;or(ii)anymaterialbreachofanyofeachFund’sortheAdviser’spolicies,guidelinesorprocedureswithrespecttotheFund.Inaddition,theAdvisershallrespondtoquarterlyrequestsforinformationconcerningtheFund’scompliancewithitsinvestmentobjectivesandpolicies,applicablelaw,including,butnotlimitedtothe1940ActandSubchapterMoftheCode,andtheFund’spolicies,guidelinesorproceduresasapplicabletotheAdviser’sobligationsunderthisAgreement.TheAdviseragreestocorrectanysuchfailure

promptly and report the correction to the Board for its approval.Uponrequest,theAdvisershallalsoprovidetheofficersof Trustees (the “Board”)theTrustwithsupportingcertificationsinconnectionwithsuchcertifications ofFundfinancialstatementsanddisclosurecontrolspursuanttotheSarbanes-OxleyAct.TheAdviserwillpromptlynotifytheTrustintheevent:(x)theAdviserisservedorotherwisereceivesnoticeofanyaction,suit,proceeding,inquiryorinvestigation,atlaworinequity,beforeorbyanycourt,publicboard,orbody,involvingtheaffairsoftheTrust(excludingclassactionsuitsinwhichaFundisamemberoftheplaintiffclassbyreasonoftheFund’sownershipofsharesinthedefendant)orthecompliancebytheAdviserwiththefederalorstatesecuritieslaws;or(y)ofanactualchangeincontroloftheAdviserresultinginan“assignment”(asdefinedinSection 15 hereof)thathasoccurredorisotherwiseproposedtooccur.

(b)BoardandFilingsInformation.TheAdviserwillalsoprovidetheTrustwithanyinformationreasonablyrequestedregardingitsmanagementofeachFundrequiredforanymeetingoftheBoard,orforanyshareholderreportonForm N-CSR,FormN-Q, FormN-PX,FormN-SAR,RegistrationStatementoranyamendmentthereto,proxystatement,prospectussupplement,orotherformordocumenttobefiledbytheTrustwiththeCommission.TheAdviserwillmakeitsofficersandemployeesavailabletomeetwiththeBoardfromtimetotimeonareasonablebasisonduenoticetoreviewitsinvestmentmanagementservicestoeachFundinlightofcurrentandprospectiveeconomicandmarketconditionsandshallfurnishtotheBoardsuchinformationasmayreasonablybenecessaryinorderfortheBoardtoevaluatethisAgreementoranyproposedamendmentsthereto.

(c)TransactionInformation.TheAdvisershallfurnishtotheTrustsuchinformationconcerningportfoliotransactionsasmaybenecessarytoenabletheTrustoritsdesignatedagenttoperformsuchcompliancetestingoneachFundandtheAdviser’sservicesastheTrustmay,initssolediscretion,determinetobeappropriate.TheprovisionofsuchinformationbytheAdvisertotheTrustoritsdesignatedagentinnowayrelievestheAdviserofitsownresponsibilitiesunderthisAgreement.

4.BROKERAGE.

(a)PrincipalTransactions.InconnectionwithpurchasesorsalesofsecuritiesfortheaccountofaFund,neithertheAdvisernoranyofitsdirectors,officersoremployeeswillactasaprincipaloragentorreceiveanycommissionexceptaspermittedbythe1940Act.

(b)PlacementofOrders.TheAdvisershallplaceallordersforthepurchaseandsaleofportfoliosecuritiesforeachFund’saccountwithbrokersordealersselectedbytheAdviser.The Adviser willnotexecute transactionswitha brokerdealerwhichisan“affiliatedperson”oftheTrustexceptinaccordancewithproceduresadoptedbytheBoard.TheAdvisershalluseitsbesteffortstoseektoexecuteportfoliotransactionsatpriceswhichareadvantageoustoeachFundandatcommissionrateswhicharereasonableinrelationtothebenefitsreceived.Inselectingbrokersordealersqualifiedtoexecuteaparticulartransaction,brokersordealersmaybeselectedwhoalsoprovidebrokerageandresearchservices(asthosetermsaredefinedinSection28(e)ofthe1934Act) to each Fundand/ortheotheraccountsoverwhichthe Adviseroritsaffiliatesexerciseinvestmentdiscretion.TheAdviserisauthorizedtopayabrokerordealerwhoprovidessuchbrokerageandresearchservicesacommissionforexecutingaportfoliotransactionforeachFundwhichisinexcessoftheamountofcommissionanotherbrokerordealerwouldhavechargedforeffectingthattransactioniftheAdviserdeterminesingoodfaiththatsuchamountofcommissionisreasonableinrelationtothevalueofthebrokerageandresearchservicesprovidedbysuchbrokerordealer.ThisdeterminationmaybeviewedintermsofeitherthatparticulartransactionortheoverallresponsibilitieswhichtheAdviseranditsaffiliateshavewithrespecttoaccountsoverwhichtheyexerciseinvestmentdiscretion.TheBoardshallperiodicallyreviewthecommissionspaidbyeachFundtodetermineifthecommissionspaidoverrepresentativeperiodsoftimewerereasonableinrelationtothebenefitsreceivedbyeachFund.