360 Funds N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number 811-21726

360 Funds

(Exact name of registrant as specified in charter)

4520 Main Street, Suite 1425 Kansas City, MO	64111
(Address of principal executive offices)	(Zip code)

Matrix 360 Administration, LLC.

4520 Main Street

Suite 1425

Kansas City, MO 64111

(Name and address of agent for service)

Registrant's telephone number, including area code: 888-263-5593

Date of fiscal year end: 12/31/2015

Date of reporting period: 6/30/2015

ITEM 1. REPORTS TO SHAREHOLDERS

The Semi-Annual report to Shareholders of the Foundry Partners, LLC Funds, a series of funds that are part of the 360 Funds, for the period ended June 30, 2015 pursuant to Rule 30e-1 under the Investment Company Act of 1940 (the “1940 Act”), as amended (17 CFR 270.30e-1) is filed herewith.

FOUNDRY PARTNERS, LLC FUNDS

Foundry Micro Cap Value Fund

Class I Shares (Ticker Symbol: FMCIX)

Foundry Small Cap Value Fund

Class I Shares (Ticker Symbol: FSVIX)

Series of the

360 Funds

SEMI-ANNUAL REPORT

June 30, 2015

Investment Adviser:

Foundry Partners, LLC

510 First Avenue North,

Suite 409

Minneapolis, MN 55403

TABLE OF CONTENTS

INVESTMENT HIGHLIGHTS	x
SCHEDULES OF INVESTMENTS	x
STATEMENTS OF ASSETS AND LIABILITIES	x
STATEMENTS OF OPERATIONS	x
STATEMENTS OF CHANGES IN NET ASSETS	x
FINANCIAL HIGHLIGHTS	x
NOTES TO FINANCIAL STATEMENTS	x
ADDITIONAL INFORMATION	xx
EXPENSE EXAMPLES	xx

Foundry Partners, LLC Funds SEMI-ANNUAL REPORT

Foundry Micro Cap Value Fund

INVESTMENT HIGHLIGHTS

June 30, 2015 (Unaudited)

The investment objective of the Foundry Micro Cap Value Fund (the “Micro Cap Fund”) is capital appreciation. To meet the investment objective of this Fund, the Fund will invest at least 80% of its assets in equity securities of micro-cap companies. Micro-cap companies are those companies contained within the Russell Microcap® Value Index, or companies with similar size characteristics. Equity securities consist of common stock and securities convertible into common stock.

As of June 30, 2015, the median market capitalization of companies included in the Russell Microcap® Value Index was approximately $231 million; the average market capitalization for companies contained within the Russell Microcap® Value Index was approximately $492 million; and the largest stock in the index had a market capitalization of $3.867 billion.

The Micro Cap Fund seeks to provide broad exposure to micro-cap domestic equity securities and seeks to outperform the Russell Microcap® Value Index after fees over a long-term investment horizon. The Adviser seeks to invest in companies that it considers to be “statistically cheap” (based on factors which may include, for example, low ratio of price to earnings, price to cash flow, price to book value, and price to sales). The Adviser also looks for companies that it believes are undervalued relative to their earning power and long term earnings growth prospects, adjusted for risk. The Adviser may filter less attractive companies by analyzing cash flows, evaluating financial strength, performing earnings analysis and reviewing purchase and sale activity in company shares by company executives, and through fundamental analysis, which may include a review of assets, earnings, sales, products, markets, and management, among other indicators. Ideally, after filtering out companies that do not meet the Adviser’s criteria above, the Adviser looks for companies that have a positive catalyst, (e.g., new products, management changes, acquisition, etc.).

The Adviser also utilizes a sell discipline and may consider selling a security when: it becomes fully valued in the Adviser’s opinion or less attractive to the Adviser; one of the Fund’s holdings has performed well and reached or approached the Adviser’s price target; a company fails to pass the Adviser’s investment screens; or there is deterioration in a company’s fundamentals, management or financial reporting.

The Adviser will look to manage risk through several strategies, which typically include: maintaining minimum and maximum sector weightings relative to the Russell Microcap Value Index; monitoring risk statistics relative to the Russell Microcap® Value Index; and, monitoring trade volume.

The percentages in the above graph are based on the portfolio holdings of the Fund as of June 30, 2015 and are subject to change. For a detailed break-out of holdings by industry, please refer to the Schedules of Investments.

Foundry Partners, LLC Funds SEMI-ANNUAL REPORT

Foundry Small Cap Value Fund

INVESTMENT HIGHLIGHTS

June 30, 2015 (Unaudited)

The investment objective of the Foundry Small Cap Value Fund (the “Small Cap Fund”) is capital appreciation. The Fund plans to meet its investment objective by investing at least 80% of its assets in the equity securities of small cap companies. Small cap companies are defined as those companies included in the Russell 2000® Value Index and companies with similar market capitalizations. Market capitalization, a common measure of the size of a company, is the market price of a share of a company’s stock multiplied by the number of shares that are outstanding. Equity securities consist of common stock and securities convertible into common stock.

As of June 30, 2015, the median market capitalization of companies included in the Russell 2000® Value Index was approximately $639 million; the average market capitalization for companies contained within the Russell 2000® Value Index was approximately $1.727 billion; and the largest stock in the index had a market capitalization of $4.914 billion.

The Small Cap Fund seeks to outperform the Russell 2000® Value Index after fees over a long-term investment horizon. The Adviser seeks to invest in companies that it considers to be “statistically cheap” (based on factors which may include, for example, low ratio of price to earnings, price to cash flow, price to book value, and price to sales). The Adviser also looks for companies that it believes are undervalued relative to their earning power and long term earnings growth prospects, adjusted for risk. The Adviser may filter less attractive companies by analyzing cash flows, evaluating financial strength, performing earnings analysis and reviewing purchase and sale activity in company shares by company executives, and through fundamental analysis. Ideally, attractive companies will have a positive catalyst (e.g., new products, management changes, acquisition, etc.).

The Adviser also utilizes a sell discipline and may consider selling a security when: it becomes fully valued in the Adviser’s opinion or less attractive to the Adviser; one of the Fund’s holdings has performed well and reached or approached the Adviser’s price target; a company fails to pass the Adviser’s investment screens; or there is a deterioration in a company’s fundamentals, management or financial reporting.

The Adviser will look to manage risk through several strategies, which typically include maintaining minimum and maximum sector weightings relative to the Russell 2000® Value Index and monitoring risk statistics relative to the Russell 2000® Value Index.

The percentages in the above graph are based on the portfolio holdings of the Fund as of June 30, 2015 and are subject to change. For a detailed break-out of holdings by industry, please refer to the Schedules of Investments.

FOUNDRY PARTNERS, LLC FUNDS

FOUNDRY MICRO CAP VALUE FUND

SCHEDULE OF INVESTMENTS

June 30, 2015 (Unaudited)	SEMI-ANNUAL REPORT
COMMON STOCKS - 97.64%	SHARES		FAIR VALUE
Aerospace & Defense - 1.20%
Ducommun, Inc. (a)		725	$	18,611
Apparel - 0.79%
Perry Ellis International, Inc. (a)		515		12,242
Auto Parts & Equipment - 1.14%
Spartan Motors, Inc.		3,880		17,770
Banks - 15.61%
Bank of Commerce Holdings		1,125		6,446
Bar Harbor Bankshares		190		6,732
Capital City Bank Group, Inc.		1,225		18,706
Financial Institutions, Inc.		585		14,531
First Bancorp, Inc.		380		7,387
First Financial Corp.		550		19,668
First Internet Bancorp.		655		16,047
First NBC Bank Holding Co. (a)		505		18,180
Hanmi Financial Corp.		820		20,369
Horizon Bancorp		485		12,106
Independent Bank Corp.		1,270		17,221
MainSource Financial Group, Inc.		1,070		23,487
Monarch Financial Holdings, Inc.		675		8,471
Northrim BanCorp, Inc.		335		8,586
Sierra Bancorp.		670		11,598
Towne Bank - Portsmouth, VA		975		15,883
Washington Trust Bancorp, Inc.		440		17,371
				242,789
Biotechnology - 0.79%
Harvard Bioscience, Inc. (a)		2,150		12,255
Building Materials - 1.86%
Gibraltar Industries, Inc. (a)		1,100		22,407
LSI Industries, Inc.		700		6,538
				28,945
Chemicals - 0.71%
American Vanguard Corp.		800		11,040
Commercial Services - 6.30%
Barrett Business Services, Inc.		510		18,523
CBIZ, Inc. (a)		1,930		18,605
CRA International, Inc. (a)		430		11,984
Cross Country Healthcare, Inc. (a)		1,510		19,147
Global Cash Access Holdings, Inc. (a)		2,385		18,460
Great Lakes Dredge & Dock Corp. (a)		1,895		11,294
				98,013
Computers - 0.56%
Computer Task Group, Inc.		1,130		8,724

FOUNDRY PARTNERS, LLC FUNDS

FOUNDRY MICRO CAP VALUE FUND

SCHEDULE OF INVESTMENTS

June 30, 2015 (Unaudited)	SEMI-ANNUAL REPORT
COMMON STOCKS - 97.64% (Continued)	SHARES		FAIR VALUE
Diversified Financial Services - 2.21%
Federal Agricultural Mortgage Corp.		565	$	16,419
Gain Capital Holdings, Inc.		1,885		18,021
				34,440
Electrical Components - 0.84%
Powell Industries, Inc.		370		13,013
Electronics - 0.60%
Electro Scientific Industries, Inc. (a)		1,760		9,275
Energy - Alternate Services - 0.65%
Pacific Ethanol, Inc. (a)		975		10,062
Engineering & Construction - 5.12%
Comfort Systems USA, Inc.		995		22,835
Hill International, Inc. (a)		4,600		24,196
Orion Marine Group, Inc. (a)		2,530		18,267
Sterling Construction Co., Inc. (a)		3,575		14,300
				79,598
Environmental Control - 1.09%
Ceco Environmental Corp.		1,500		16,995
Hand & Machine Tools - 0.90%
Hardinge, Inc.		1,425		14,036
Healthcare - Products - 1.85%
Digirad Corp.		2,150		9,331
Exactech, Inc. (a)		395		8,228
Synergetics USA, Inc. (a)		2,385		11,209
				28,768
Healthcare - Services - 1.18%
Almost Family, Inc. (a)		460		18,359
Home Builders - 2.73%
Century Communities, Inc. (a)		950		19,123
WCI Communities, Inc. (a)		960		23,414
				42,537
Home Furnishings - 0.92%
Daktronics, Inc.		1,205		14,291
Insurance - 1.21%
United Insurance Holdings Corp.		1,215		18,881
Internet - 1.93%
Safeguard Scientifics, Inc. (a)		950		18,487
TeleCommunication Systems, Inc. (a)		3,480		11,519
				30,006

FOUNDRY PARTNERS, LLC FUNDS

FOUNDRY MICRO CAP VALUE FUND

SCHEDULE OF INVESTMENTS

June 30, 2015 (Unaudited)	SEMI-ANNUAL REPORT
COMMON STOCKS - 97.64% (Continued)	SHARES		FAIR VALUE
Investment Companies - 0.63%
Saratoga Investment Corp.		570	$	9,787
Iron & Steel - 1.50%
Schnitzer Steel Industries, Inc.		640		11,181
Universal Stainless & Alloy Products, Inc. (a)		615		12,085
				23,266
Lodging - 1.27%
Century Casinos, Inc. (a)		3,125		19,687
Machinery - Diversified - 0.76%
Columbus McKinnon Corp.		475		11,875
Metal Fabricate & Hardware - 1.85%
Northwest Pipe Co. (a)		320		6,518
Olympic Steel, Inc.		1,275		22,236
				28,754
Mining - 0.87%
Ring Energy, Inc. (a)		1,210		13,540
Miscellaneous Manufacturing - 0.80%
FreightCar America, Inc.		600		12,528
Oil & Gas - 0.63%
PetroQuest Energy, Inc. (a)		4,990		9,880
Oil & Gas Services - 1.11%
Gulf Island Fabrication, Inc.		605		6,758
Tesco Corp.		965		10,518
				17,276
Real Estate - 1.30%
Community Healthcare Trust, Inc. (a)		1,055		20,309
Real Estate Investment Trusts - 2.23%
Independence Realty Trust, Inc.		2,105		15,851
Monmouth Real Estate Investment Corp.		1,110		10,789
Sotherly Hotels, Inc.		1,150		8,130
				34,770
Retail - 9.15%
Christopher & Banks Corp. (a)		3,190		12,792
Destination XL Group, Inc. (a)		2,775		13,903
Haverty Furniture Cos., Inc.		575		12,431
New York & Co., Inc. (a)		2,895		7,759
Ruby Tuesday, Inc. (a)		2,665		16,710
Stage Stores, Inc.		1,075		18,845
Stein Mart, Inc.		1,700		17,799
Systemax, Inc. (a)		1,115		9,634
TravelCenters of America LLC (a)		1,040		15,444
West Marine, Inc. (a)		1,770		17,063
				142,380

FOUNDRY PARTNERS, LLC FUNDS

FOUNDRY MICRO CAP VALUE FUND

SCHEDULE OF INVESTMENTS

June 30, 2015 (Unaudited)	SEMI-ANNUAL REPORT
COMMON STOCKS - 97.64% (Continued)	SHARES		FAIR VALUE
Savings & Loans - 10.51%
Banc of California, Inc.		1,585	$	21,794
Berkshire Hills Bancorp, Inc.		610		17,373
Dime Community Bancshares, Inc.		1,100		18,634
ESSA Bancorp, Inc.		955		12,281
HomeStreet, Inc. (a)		770		17,571
HomeTrust Bancshares, Inc. (a)		915		15,335
Meta Financial Group, Inc.		520		22,318
SI Financial Group, Inc.		640		7,450
Territorial Bancorp, Inc.		810		19,651
United Community Financial Corp.		2,085		11,155
				163,562
Semiconductors - 3.88%
IXYS Corp.		1,035		15,836
Photronics, Inc. (a)		1,460		13,885
Rudolph Technologies, Inc. (a)		1,105		13,271
Xcerra Corp. (a)		2,295		17,373
				60,365
Software - 3.15%
American Software, Inc.		1,740		16,530
Concurrent Computer Corp.		1,815		11,253
Seachange International, Inc. (a)		1,735		12,162
Wayside Technology Group, Inc.		455		9,018
				48,963
Telecommunications - 4.00%
Black Box Corp.		650		13,000
EXFO, Inc. (a)		1,815		5,935
Premiere Global Services, Inc. (a)		1,705		17,544
Silicom Ltd.		350		12,898
Spok Holdings, Inc.		520		8,757
Westell Technologies, Inc. (a)		4,100		4,059
				62,193
Transportation - 3.81%
Aegean Marine Petroleum Network, Inc.		1,395		17,242
Celadon Group, Inc.		835		17,268
Covenant Transportation Group, Inc. (a)		405		10,149
Marten Transport Ltd.		675		14,647
				59,306
Total Common Stocks (Cost $1,489,022)				1,519,091
MONEY MARKET FUND - 7.69%
First American Prime Obligations Fund Class Z, 0.03% (b) (Cost $119,604)		119,604		119,604
Total Investments at Fair Value - 105.33% (Cost $1,608,626)				1,638,695
Liabilities in Excess of Other Assets, Net - (5.33)%				(82,937	)
Net Assets - 100.00%			$	1,555,758

^(a) Non-income producing security.

^(b) Rate shown represents the 7-day yield at June 30, 2015, is subject to change and resets daily.

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

FOUNDRY PARTNERS, LLC FUNDS

FOUNDRY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS

June 30, 2015 (Unaudited)	SEMI-ANNUAL REPORT
COMMON STOCKS - 97.38%	SHARES		FAIR VALUE
Agriculture - 1.37%
Andersons, Inc.		400	$	15,600
Banks - 15.60%
Banner Corp.		440		21,089
Financial Institutions, Inc.		620		15,401
First Financial Corp.		530		18,953
First NBC Bank Holding Co. (a)		517		18,612
Hanmi Financial Corp.		835		20,741
Independent Bank Corp. - Rockland, MA		460		21,569
MainSource Financial Group, Inc.		1,000		21,950
Old National Bancorp		1,320		19,087
Towne Bank - Portsmouth VA		1,205		19,629
				177,031
Building Materials - 1.98%
Gibraltar Industries, Inc. (a)		1,105		22,509
Commercial Services - 3.70%
Aaron's, Inc.		630		22,812
CBIZ, Inc. (a)		1,995		19,232
				42,044
Computers - 2.63%
Mentor Graphics Corp.		705		18,633
Synaptics, Inc. (a)		130		11,276
				29,909
Diversified Financial Services - 2.52%
Federal Agricultural Mortgage Corp.		555		16,128
GAIN Capital Holdings, Inc.		1,300		12,428
				28,556
Electric - 1.26%
Portland General Electric Co.		430		14,259
Electrical Components & Equipment - 3.77%
Encore Wire Corp.		450		19,931
EnerSys		200		14,058
Powell Industries, Inc.		250		8,793
				42,782
Electronics - 2.22%
AVX Corp.		875		11,778
Plexus Corp. (a)		305		13,383
				25,161
Engineering & Construction - 1.97%
Comfort Systems USA, Inc.		975		22,376
Environmental Control - 1.25%
Ceco Environmental Corp.		1,250		14,163
Food - 0.79%
SpartanNash Co.		275		8,949
Forest Products & Paper - 1.34%
Deltic Timber Corp.		225		15,219

FOUNDRY PARTNERS, LLC FUNDS

FOUNDRY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS

June 30, 2015 (Unaudited)	SEMI-ANNUAL REPORT
COMMON STOCKS - 97.38% (Continued)	SHARES		FAIR VALUE
Gas - 0.94%
ONE Gas, Inc.		250	$	10,640
Healthcare - Services - 1.52%
LHC Group, Inc. (a)		450		17,214
Home Builders - 3.17%
TRI Pointe Group, Inc. (a)		1,100		16,830
WCI Communities, Inc. (a)		785		19,146
				35,976
Home Furnishings - 1.81%
La-Z-Boy, Inc.		780		20,545
Insurance - 3.66%
Fidelity & Guaranty Life		610		14,414
Horace Mann Educators Corp.		350		12,733
United Insurance Holdings Corp.		925		14,375
				41,522
Iron & Steel - 2.17%
Carpenter Technology Corp.		365		14,118
Schnitzer Steel Industries, Inc.		600		10,482
				24,600
Machinery - Diversified - 1.34%
Columbus McKinnon Corp.		610		15,250
Miscellaneous Manufacturing - 1.20%
FreightCar America, Inc.		655		13,676
Office Furnishing - 1.61%
Herman Miller, Inc.		630		18,226
Oil & Gas - 1.52%
California Resources Corp.		1,475		8,909
PetroQuest Energy, Inc. (a)		4,230		8,375
				17,284
Oil & Gas Services - 1.50%
Helix Energy Solutions Group, Inc. (a)		475		5,999
Matrix Service Co. (a)		600		10,968
				16,967
Real Estate - 0.90%
Forestar Group, Inc. (a)		780		10,265
Real Estate Investment Trusts - 6.78%
Agree Realty Corp.		325		9,480
Brandywine Realty Trust		797		10,584
DiamondRock Hospitality Co.		775		9,928
Hersha Hospitality Trust		513		13,153
LaSalle Hotel Properties		385		13,652
Lexington Realty Trust		1,255		10,642
LTC Properties, Inc.		230		9,568
				77,007

FOUNDRY PARTNERS, LLC FUNDS

FOUNDRY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS

June 30, 2015 (Unaudited)	SEMI-ANNUAL REPORT
COMMON STOCKS - 97.38% (Continued)	SHARES		FAIR VALUE
Retail - 9.45%
Ascena Retail Group, Inc. (a)		1,225	$	20,402
Big Lots, Inc.		260		11,697
Bloomin' Brands, Inc.		885		18,895
Ruby Tuesday, Inc. (a)		2,060		12,916
Stage Stores, Inc.		700		12,271
Stein Mart, Inc.		1,550		16,230
TravelCenters of America LLC (a)		1,000		14,850
				107,261
Savings & Loans - 6.48%
Banc of California, Inc.		1,500		20,625
Berkshire Hills Bancorp, Inc.		680		19,366
BofI Holding, Inc. (a)		210		22,199
HomeTrust Bancshares, Inc. (a)		680		11,397
				73,587
Semiconductors - 5.51%
Entegris, Inc. (a)		1,010		14,716
Photronics, Inc. (a)		1,300		12,363
QLogic Corp. (a)		880		12,487
Rudolph Technologies, Inc. (a)		1,000		12,010
Xcerra Corp. (a)		1,455		11,014
				62,590
Software - 1.36%
Allscripts Healthcare Solutions, Inc. (a)		1,130		15,458
Telecommunications - 2.23%
Black Box Corp.		530		10,600
Premiere Global Services, Inc. (a)		1,425		14,663
				25,263
Transportation - 3.83%
Aegean Marine Petroleum Network, Inc.		1,175		14,523
Celadon Group, Inc.		750		15,510
Con-way, Inc.		350		13,430
				43,463
Total Common Stocks (Cost $1,041,228)				1,105,352
MONEY MARKET FUND - 3.02%
First American Prime Obligations Fund Class Z, 0.03% (b) (Cost $34,324)		34,324		34,324
Total Investments at Fair Value - 100.40% (Cost $1,075,552)				1,139,676
Liabilities in Excess of other Assets, Net - (0.40%)				(4,585	)
Net Assets - 100.00%			$	1,135,091

^(a) Non-income producing security.

^(b) Rate shown represents the 7-day yield at June 30, 2015, is subject to change and resets daily.

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

FOUNDRY PARTNERS, LLC FUNDS

FOUNDRY MICRO CAP VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2015 (Unaudited)	SEMI-ANNUAL REPORT
Assets:
Investments, at value (identified cost $1,608,626)		$	1,638,695
Due from advisor			13,205
Receivables:
Interest			1
Dividends			1,612
Prepaid expenses			1,581
Total assets			1,655,094
Liabilities:
Payables:
Investment securities purchased			76,628
Due to administrator			5,313
Due to trustees			372
Accrued expenses			17,023
Total liabilities			99,336
Net Assets		$	1,555,758
Sources of Net Assets:
Paid-in capital		$	1,429,840
Accumulated net realized gain on investments			91,593
Undistributed net investment income			4,256
Net unrealized appreciation on investments			30,069
Total Net Assets (Unlimited shares of beneficial interest authorized)		$	1,555,758
Institutional Class Shares:
Net assets applicable to 142,178 shares outstanding		$	1,555,758
Net Asset Value, Offering and Redemption Price Per Share		$	10.94
Minimum Redemption Price Per Share (a)		$	10.72

^(a) A 2.00% redemption fee is assessed on redemption transactions of shares that are held for 90 days or less.

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

FOUNDRY PARTNERS, LLC FUNDS

FOUNDRY MICRO CAP VALUE FUND

STATEMENT OF OPERATIONS

June 30, 2015 (Unaudited)	SEMI-ANNUAL REPORT
		For the
		Six Month Period Ended
		June 30, 2015
		(Unaudited)
Investment income:
Dividends (net of foreign withholding taxes of $14)		$	17,364
Interest			5
Total investment income			17,369
Expenses:
Management fees (Note 5)			7,494
Accounting and transfer agent fees and expenses			18,976
Audit fees			7,687
Legal fees			5,951
Custodian fees			4,959
Miscellaneous			6,279
Trustee fees and expenses			2,910
Pricing fees			4,711
Insurance			143
Reports to shareholders			248
Registration and filing fees			477
Total expenses			59,835
Less: fees waived and expenses absorbed			(46,722	)
Net expenses			13,113
Net investment income			4,256
Realized and unrealized gain (loss):
Net realized gain on:
Investments			52,963
Net realized gain on investments			52,963
Net change in unrealized depreciation on:
Investments			(33,352	)
Net change in unrealized depreciation			(33,352	)
Net gain on investments			19,611
Net increase in net assets resulting from operations		$	23,867

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

FOUNDRY PARTNERS, LLC FUNDS

FOUNDRY MICRO CAP VALUE FUND

STATEMENT OF CHANGES IN NET ASSETS

June 30, 2015	SEMI-ANNUAL REPORT
	For the
	Six Month Period Ended			For the Period Ended
	June 30, 2015			December 31, 2014 (a)
	(Unaudited)
Increase (decrease) in net assets from:
Operations:
Net investment income (loss)	$	4,256		$	(3,437	)
Net realized gain on investments		52,963			71,586
Net unrealized appreciation (depreciation) on investments		(33,352	)	��	63,421
Net increase in net assets resulting from operations		23,867			131,570
Distributions to shareholders from:
Net realized capital gains		-			(29,519	)
Decrease in net assets resulting from distributions		-			(29,519	)
Capital share transactions (Note 3):
Increase in net assets from capital share transactions		45,439			1,384,401
Increase in net assets		69,306			1,486,452
Net Assets:
Beginning of period		1,486,452			-
End of period	$	1,555,758		$	1,486,452
Undistributed net investment income	$	4,256		$	-

^(a) The Foundry Micro Cap Value Fund commenced operations on January 30, 2014.

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

FOUNDRY PARTNERS, LLC FUNDS

FOUNDRY MICRO CAP VALUE FUND

FINANCIAL HIGHLIGHTS

June 30, 2015 (Unaudited)	SEMI-ANNUAL REPORT
The following tables set forth the per share operating performance data for a share of capital stock outstanding, total return ratios to average net assets and other supplemental data for the period indicated.

	FOUNDRY MICRO CAP VALUE FUND
	For the
	Six Month Period Ended				For the Period Ended
	June 30, 2015				December 31, 2014 (a)
	(Unaudited)
Net Asset Value, Beginning of Period	$	10.78			$	10.00
Investment Operations:
Net investment income (loss)		0.03				(0.02	)
Net realized and unrealized gain on investments		0.13				1.02
Total from investment operations		0.16				1.00
Distributions:
From net realized capital gains		-				(0.22	)
Total distributions		-				(0.22	)
Net Asset Value, End of Year/Period	$	10.94			$	10.78
Total Return (b)		1.48	%	(c)		10.03	%	(c)(d)
Ratios/Supplemental Data
Net assets, end of period (in 000's)	$	1,556			$	1,486
Ratio of expenses to average net assets:
Before fees waived and expenses absorbed		7.99	%	(f)		12.51	%	(e)(f)
After fees waived and expenses absorbed		1.75	%	(f)		1.75	%	(e)(f)
Ratio of net investment income (loss):
Before fees waived and expenses absorbed		(5.67	)%	(f)		(11.18	)%	(e)(f)
After fees waived and expenses absorbed		0.57	%	(f)		(0.42	)%	(e)(f)
Portfolio turnover rate		33	%	(c)		58	%	(c)

^(a) The Foundry Micro Cap Value Fund commenced operations on January 30, 2014.

^(b) Total Return represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends.

^(c) Not annualized.

^(d) Total Return is for the period from January 30, 2014, the date of initial portfolio trades, through December 31, 2014.

^(e) Ratios are for the period from January 30, 2014, the date of initial expense accruals, through December 31, 2014.

^(f) Annualized.

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

FOUNDRY PARTNERS, LLC FUNDS

FOUNDRY SMALL CAP VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2015 (Unaudited)	SEMI-ANNUAL REPORT
Assets:
Investments, at value (identified cost $1,075,552)		$	1,139,676
Due from advisor			14,266
Receivables:
Dividends			2,176
Investment securities sold			1,678
Prepaid expenses			1,581
Total assets			1,159,377
Liabilities:
Payables:
Due to administrator			5,272
Due to trustees			372
Accrued expenses			18,642
Total liabilities			24,286
Net Assets		$	1,135,091
Sources of Net Assets:
Paid-in capital		$	1,069,992
Accumulated net realized loss on investments			(5,300	)
Undistributed net investment income			6,275
Net unrealized appreciation on investments			64,124
Total Net Assets (Unlimited shares of beneficial interest authorized)		$	1,135,091
Institutional Class Shares:
Net assets applicable to 108,176 shares outstanding		$	1,135,091
Net Asset Value and Offering Price Per Share		$	10.49
Minimum Redemption Price Per Share (a)		$	10.28

^(a) A 2.00% redemption fee is assessed on redemption transactions of shares that are held for 90 days or less.

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

FOUNDRY PARTNERS, LLC FUNDS

FOUNDRY SMALL CAP VALUE FUND

STATEMENT OF OPERATIONS

June 30, 2015 (Unaudited)	SEMI-ANNUAL REPORT
		For the
		Six Month Period Ended
		June 30, 2015
		(Unaudited)
Investment income:
Dividends (net of foreign withholding taxes of $0)		$	14,592
Interest			3
Total investment income			14,595
Expenses:
Management fees (Note 5)			4,437
Accounting and transfer agent fees and expenses			18,684
Audit fees			7,687
Legal fees			5,951
Miscellaneous			6,279
Trustee fees and expenses			2,910
Custodian fees			4,959
Pricing fees			3,472
Insurance			143
Reports to shareholders			248
Registration and filing fees			477
Total expenses			55,247
Less: fees waived and expenses absorbed			(46,927	)
Net expenses			8,320
Net investment income			6,275
Realized and unrealized gain (loss):
Net realized gain on:
Investments			15,531
Net realized gain on investments			15,531
Net change in unrealized depreciation on:
Investments			(6,028	)
Net change in unrealized depreciation			(6,028	)
Net gain on investments			9,503
Net increase in net assets resulting from operations		$	15,778

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

FOUNDRY PARTNERS, LLC FUNDS

FOUNDRY SMALL CAP VALUE FUND

STATEMENT OF CHANGES IN NET ASSETS

June 30, 2015	SEMI-ANNUAL REPORT
	For the
	Six Month Period Ended			For the Period Ended
	June 30, 2015			December 31, 2014 (a)
	(Unaudited)
Increase (decrease) in net assets from:
Operations:
Net investment income (loss)	$	6,275		$	(1,673	)
Net realized gain on investments		15,531			3,599
Net unrealized appreciation (depreciation) on investments		(6,028	)		70,152
Net increase in net assets resulting from operations		15,778			72,078
Distributions to shareholders from:
Net realized capital gains		-			(22,757	)
Decrease in net assets resulting from distributions		-			(22,757	)
Capital share transactions (Note 3):
Increase in net assets from capital share transactions		4,579			1,065,413
Increase in net assets		20,357			1,114,734
Net Assets:
Beginning of period		1,114,734			-
End of period	$	1,135,091		$	1,114,734
Undistributed net investment income	$	6,275		$	-

^(a) The Foundry Small Cap Value Fund commenced operations on January 30, 2014.

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

FOUNDRY PARTNERS, LLC FUNDS

FOUNDRY SMALL CAP VALUE FUND

FINANCIAL HIGHLIGHTS

June 30, 2015 (Unaudited)	SEMI-ANNUAL REPORT
The following tables set forth the per share operating performance data for a share of capital stock outstanding, total return ratios to average net assets and other supplemental data for the period indicated.

	FOUNDRY SMALL CAP VALUE FUND
	For the
	Six Month Period Ended				For the Period Ended
	June 30, 2015				December 31, 2014 (a)
	(Unaudited)
Net Asset Value, Beginning of Period	$	10.35			$	10.00
Investment Operations:
Net investment loss		0.06				(0.02	)
Net realized and unrealized gain on investments		0.08				0.59
Total from investment operations		0.14				0.57
Distributions:
From net realized capital gains		-				(0.22	)
Total distributions		-				(0.22	)
Net Asset Value, End of Year/Period	$	10.49			$	10.35
Total Return (b)		1.35	%	(c)		5.71	%	(c)(d)
Ratios/Supplemental Data
Net assets, end of period (in 000's)	$	1,135			$	1,115
Ratio of expenses to average net assets:
Before fees waived and expenses absorbed		9.96	%	(f)		11.34	%	(e)(f)
After fees waived and expenses absorbed		1.50	%	(f)		1.50	%	(e)(f)
Ratio of net investment income (loss):
Before fees waived and expenses absorbed		(7.33	)%	(f)		(10.03	)%	(e)(f)
After fees waived and expenses absorbed		1.13	%	(f)		(0.19	)%	(e)(f)
Portfolio turnover rate		31	%	(c)		75	%	(c)

^(a) The Foundry Small Cap Value Fund commenced operations on January 30, 2014.

^(b) Total Return represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends.

^(c) Not annualized.

^(d) Total Return is for the period from January 30, 2014, the date of initial portfolio trades, through December 31, 2014.

^(e) Ratios are for the period from January 30, 2014, the date of initial expense accruals, through December 31, 2014.

^(f) Annualized.

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

Foundry Partners, LLC Funds SEMI-ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2015 (Unaudited)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The Foundry Partners, LLC Funds (the “Funds”) are series of 360 Funds (the “Trust”). The Trust was organized on February 24, 2005 as a Delaware statutory trust. The Trust is registered as an open-end management investment company under the Investment Company Act of 1940 (the “1940 Act”). The following series of funds advised by Foundry Partners LLC: (i) Foundry Micro Cap Value Fund (“Micro Cap Value Fund”), and (ii) Foundry Small Cap Value Fund (“Small Cap Value Fund”), (each a “Fund” and collectively, the “Funds”) are each an open end management investment company and separate series of the Trust. The investment objective of the Foundry Micro Cap Value Fund is capital appreciation. The investment objective of the Foundry Small Cap Value Fund is capital appreciation. The Funds are diversified Funds. The Funds’ investment adviser is Foundry Partners LLC (the “Adviser”). The Funds each have one class of shares, Institutional Class Shares. The Institutional Class Shares commenced operations on January 30, 2014.

a)  Security Valuation – All investments in securities are recorded at their estimated fair value, as described in note 2.

b)  Exchange Traded Funds – The Funds may invest in Exchange Traded Funds (“ETFs”). ETFs are registered investment companies and incur fees and expenses such as operating expenses, licensing fees, registration fees, trustees fees, and marketing expenses, and ETF shareholders, such as a Fund, pay their proportionate share of these expenses. Your cost of investing in a Fund will generally be higher than the cost of investing directly in ETFs. By investing in a Fund, you will indirectly bear fees and expenses charged by the underlying ETFs in which a Fund invests in addition to a Fund's direct fees and expenses.

c)  Federal Income Taxes – The Funds have qualified and intend to continue to qualify as regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). It is the policy of the Funds to comply with the requirements of the Code applicable to regulated investment companies and to distribute substantially all of their net investment company taxable income and net capital gains. Therefore, no provision for federal income taxes is required.

As of and during the six month period ended June 30, 2015, the Funds did not have a liability for any unrecognized tax expenses. The Funds recognize interest and penalties, if any, related to unrecognized tax liability as income tax expense in the statements of operations. During the six month period ended June 30, 2015, the Funds did not incur any interest or penalties. The Funds identify their major tax jurisdictions as U.S. Federal and Delaware state.

d)  Distributions to Shareholders – Dividends from net investment income and distributions of net realized capital gains, if any, will be declared and paid at least annually. Income and capital gain distributions, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. Accounting principles generally accepted in the United States of America (“GAAP”) requires that permanent financial reporting differences relating to shareholder distributions be reclassified to paid-in capital or net realized gains. There were no reclassifications made during the six month period ended June 30, 2015.

e)  Use of Estimates–The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

f)  Other–Investment and shareholder transactions are recorded on trade date. The Funds determine the gain or loss realized from the investment transactions by comparing the original cost of the security lot sold with the net sales proceeds. Dividend income is recognized on the ex-dividend date or as soon as information is available to the Funds and interest income is recognized on an accrual basis. Withholding taxes on foreign dividends have been provided for in accordance with the Funds’ understanding of the applicable country’s tax rules and rates.

Foundry Partners, LLC Funds SEMI-ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2015 (Unaudited)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

g) Investments in Small-Cap Companies and Micro-Cap Companies – A Fund may invest a significant portion of its assets in securities of companies with small market capitalizations or micro market capitalizations. Certain small-cap companies and micro-cap companies may offer greater potential for capital appreciation than larger companies. However, investors should note that this potential for greater capital appreciation is accompanied by a substantial risk of loss and that, by their very nature, investments in small-cap companies and micro-cap companies tend to be very volatile and speculative. Small-cap companies and micro-cap companies may have a small share of the market for their products or services, their businesses may be limited to regional markets, or they may provide goods and services for a limited market. For example, they may be developing or marketing new products or services for markets that are not yet established or may never become established. In addition, small-cap companies and micro-cap companies may have or will develop only a regional market for products or services and thus be affected by local or regional market conditions. In addition, small-cap companies and micro-cap companies may lack depth of management or they may be unable to generate funds necessary for growth or potential development, either internally or through external financing on favorable terms. Such companies may also be insignificant in their industries and be subject to or become subject to intense competition from larger companies. Due to these and other factors, a Fund’s investments in small-cap companies and micro-cap companies may suffer significant losses. Further, there is typically a smaller market for the securities of a small-cap company or micro-cap company than for securities of a large company. Therefore, investments in small-cap companies and micro-cap companies may be less liquid and subject to significant price declines that result in losses for a Fund.

h) Redemption fees - Shareholders that redeem shares within 90 days of purchase will be assessed a redemption fee of 2.00% of the amount redeemed. The redemption fee is paid directly to and retained by the Funds, and is designed to deter excessive short-term trading and to offset brokerage commissions, market impact and other costs that may be associated with short-term money movement in and out of the Funds. No redemption fees were paid to the Funds during the six month period ended June 30, 2015.

2. SECURITIES VALUATIONS

Processes and Structure

The Funds’ Board of Trustees has adopted guidelines for valuing securities and other derivative instruments including in circumstances in which market quotes are not readily available, and has delegated authority to the Adviser to apply those guidelines in determining fair value prices, subject to review by the Board of Trustees.

Hierarchy of Fair Value Inputs

The company utilizes various methods to measure the fair value of most of its investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The three levels of inputs are as follows:

• Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the company has the ability to access.

• Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates, and similar data.

• Level 3 – Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the company's own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based on the best information available.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

Foundry Partners, LLC Funds SEMI-ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2015 (Unaudited)

2. SECURITIES VALUATIONS (continued)

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Fair Value Measurements

A description of the valuation techniques applied to the company's major categories of assets and liabilities measured at fair value on a recurring basis follows.

Equity securities (common stock and ETFs) – Securities traded on a national securities exchange (or reported on the NASDAQ national market) are stated at the last reported sales price on the day of valuation. To the extent these securities are actively traded, and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy. Certain foreign securities may be fair valued using a pricing service that considers the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments such as American Depositary Receipts, financial futures, Exchange Traded Funds, and the movement of the certain indexes of securities based on a statistical analysis of the historical relationship and that are categorized in Level 2. Preferred stock and other equities traded on inactive markets or valued by reference to similar instruments are also categorized in Level 2.

Money market funds – Money market funds are valued at their net asset value of $1.00 per share and are categorized as Level 1.

The following table summarizes the inputs used to value the Funds’ assets and liabilities measured at fair value as of June 30, 2015:

Categories (a)	Level 1		Level 2		Level 3		Total
Micro Cap Value Fund:
Common Stock (b)	$	1,519,091		-		-	$	1,519,091
Money market funds		119,604		-		-		119,604
Total Investments in Securities	$	1,638,695		-		-	$	1,638,695
Small Cap Value Fund:
Common Stock (b)	$	1,105,352		-		-	$	1,105,352
Money market funds		34,324		-		-		34,324
Total Investments in Securities	$	1,139,676		-		-	$	1,139,676

^(a) As of and during the six month period ended June 30, 2015, the Funds held no securities that were considered to be “Level 3” securities (those valued using significant unobservable inputs). Therefore, a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value is not applicable.

^(b) All common stock held in the Funds are Level 1 securities. For a detailed break-out of common stock by industry, please refer to the Schedules of Investments.

The Funds recognize transfers, if any, between fair value hierarchy levels at the reporting period end. There were no transfers between levels as of June 30, 2015, from the valuation input levels used on December 31, 2014.

During the six month period ended June 30, 2015, no securities were fair valued.

Foundry Partners, LLC Funds SEMI-ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2015 (Unaudited)

3. CAPITAL SHARE TRANSACTIONS

Transactions in shares of capital stock for the Funds during the six month period ended June 30, 2015were as follows:

MicroCap Value Fund:	Sold		Redeemed			Reinvested		Net Increase
Institutional Class Shares
Shares		11,681		(7,379	)		-		4,302
Value	$	127,423	$	(81,984	)		-	$	45,439

Small Cap Value Fund:	Sold		Redeemed			Reinvested		Net Increase
Institutional Class Shares
Shares		1,674		(1,229	)		-		445
Value	$	17,326	$	(12,747	)		-	$	4,579

Transactions in shares of capital stock for the Funds during the period since inception from January 30, 2014 through December 31, 2014 were as follows:

MicroCap Value Fund:	Sold		Redeemed			Reinvested		Net Increase
Institutional Class Shares
Shares		140,143		(5,062	)		2,795		137,876
Value	$	1,406,000	$	(51,118	)		29,519	$	1,384,401

Small Cap Value Fund:	Sold		Redeemed			Reinvested		Net Increase
Institutional Class Shares
Shares		110,625		(5,143	)		2,249		107,731
Value	$	1,094,642	$	(51,986	)		22,757	$	1,065,413

4. INVESTMENT TRANSACTIONS

For the six month period ended June 30, 2015, aggregate purchases and sales of investment securities (excluding short-term investments) were as follows:

Fund	Purchases		Sales
Micro Cap Value Fund	$	547,028	$	479,805
Small Cap Value Fund		334,099		334,095

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

Foundry Partners, LLC Funds SEMI-ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2015 (Unaudited)

5. ADVISORY FEES AND OTHER RELATED PARTY TRANSACTIONS

The Funds have entered into an Investment Advisory Agreement (the “Advisory Agreement”) with the Adviser. Pursuant to the Advisory Agreement, the Adviser manages the operations of the Funds and manages the Funds’ investments in accordance with the stated policies of the Funds. As compensation for the investment advisory services provided to the Funds, Adviser will receive a monthly management fee equal to an annual rate of each Fund’s net assets for Institutional Class shares as follows:

Fund	Management Fee Rate			Accrued
Micro Cap Value Fund:		1.00	%	$	7,494
Small Cap Value Fund		0.80	%		4,437

The Adviser and the Funds have entered into an Expense Limitation Agreement (“Expense Agreements”) under which the Adviser has agreed to waive or reduce its fees and to assume other expenses of each Fund, if necessary, in an amount that limits annual operating expenses (exclusive of interest, taxes, brokerage fees and commissions, acquired fund fees and expenses, shareholder servicing fees, extraordinary expenses, dividend and interest expenses in connection with securities sold short and payments, if any, under the Rule 12b-1 Plan) to not more than the following average daily net assets of each of the Funds through April 30, 2016:

Fund	Expense Limitation			Management Fees Waived		Expenses Reimbursed
Micro Cap Value Fund:		1.75	%	$	7,494	$	39,228
Small Cap Value Fund		1.50	%		4,437		42,490

If, at any time, the annualized expenses of Funds were less than the annualized expense ratios, the Funds would reimburse the Adviser for any fees previously waived and/or expenses previously assumed; provided, however, that repayment would be payable only to the extent that it (a) can be made during the three (3) years following the time at which the adviser waived fees or assumed expenses for the Funds, and (b) can be repaid without causing the expenses of Funds to exceed the annualized expense ratios.

At June 30, 2015, the cumulative unreimbursed amount paid and/or waived by the Adviser on behalf of the Funds that may be recouped no later than the dates stated below:

Fund	December 31, 2017		December 31, 2018		Totals
Micro Cap Value Fund:	$	89,103	$	46,722	$	135,825
Small Cap Value Fund		83,230		46,927		130,157

The Funds have entered into an Investment Company Services Agreement (“Services Agreement”) with Matrix 360 Administration, LLC (“M3Sixty”). Under the Services Agreement, M3Sixty is responsible for a wide variety of functions, including but not limited to: (a) Fund accounting services; (b) financial statement preparation; (c) valuation of the Funds’ portfolio securities; (d) pricing the Funds’ shares; (e) assistance in preparing tax returns; (f) preparation and filing of required regulatory reports; (g) communications with shareholders; (h) coordination of Board and shareholder meetings; (i) monitoring the Funds’ legal compliance; (j) maintaining shareholder account records.

For the six month period ended June 30, 2015, the Funds accrued fees pursuant to the Services Agreement as follows:

Fund	Service Fees
Micro Cap Value Fund:	$	18,976
Small Cap Value Fund		18,684

Certain officers and a Trustee of the Funds are also employees of M3Sixty.

Foundry Partners, LLC Funds SEMI-ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2015 (Unaudited)

5. ADVISORY FEES AND OTHER RELATED PARTY TRANSACTIONS (continued)

The Funds have entered into a Distribution Agreement with Matrix Capital Group, Inc. (the “Distributor”). Pursuant to the Distribution Agreement, the Distributor will provide distribution services to the Funds. The Distributor serves as underwriter/distributor of the Funds. Under the Distribution Agreement, for each Fund, the Distributor shall be paid an annual fee of $9,000. The annual fee above includes the first share class of the each Fund; the Distributor shall receive $1,500 annually for each additional class. The Distributor shall also receive an annualized amount equal to 1.25 bps (0.000125%) of the average assets of each Fund.

The Distributor is not affiliated with the Adviser. The Distributor is an affiliate of M3Sixty.

6. TAX MATTERS

For U.S. Federal income tax purposes, the cost of securities owned, gross appreciation, gross depreciation, and net unrealized appreciation/(depreciation) of investments at June 30, 2015 were as follows:

Fund	Tax Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation
Micro Cap Value Fund:	$	1,612,749	$	136,474	$	(110,528	)	$	25,946
Small Cap Value Fund		1,076,387		118,163		(54,874	)		63,289

The difference between book basis unrealized appreciation and tax-basis unrealized appreciation for the Funds is attributable primarily to the tax deferral of losses on wash sales.

The Funds’ tax basis distributable earnings are determined only at the end of each fiscal year. The tax character of distributable earnings (deficit) at December 31, 2014, the Funds’ most recent fiscal year end, was as follows:

Fund	Unrealized Appreciation (Depreciation)		Undistributed Ordinary Income		Undistributed Capital Gains		Post-October Losses			Total Distributable Earnings
Micro Cap Value Fund:	$	61,007	$	40,686	$	358	$	-		$	102,051
Small Cap Value Fund		68,882		285		75		(19,921	)		49,321

The undistributed ordinary income and capital gains shown above differ from corresponding accumulated net investment income and accumulated net realized gain (loss) figures reported in the statements of assets and liabilities due to differing book/tax treatment of short-term capital gains, and certain temporary book/tax differences due to the tax deferral of losses on wash sales.

Under current tax law, net capital losses realized after October 31st and net ordinary losses incurred after December 31st may be deferred and treated as occurring on the first day of the following fiscal year. The Funds’ carryforward losses, post-October losses and post-December losses are determined only at the end of each fiscal year. As of December 31, 2014, the Funds elected to defer net ordinary losses as indicated in the chart below.

	Post-October Losses				Post-December Losses
Fund	Deferred		Utilized		Deferred		Utilized
Micro Cap Value Fund:	$	-	$	-	$	-	$	-
Small Cap Value Fund		19,921		-		-		-

Under the Regulated Investment Company Modernization Act of 2010 (the Act), net capital losses recognized after December 31, 2010, may be carried forward indefinitely, and their character is retained as short-term and/or long-term. As of December 31, 2014, the Funds had no capital loss carryforwards for federal income tax purposes.

Foundry Partners, LLC Funds SEMI-ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2015 (Unaudited)

6 TAX MATTERS (continued)

The tax character of distributions paid during the period since inception from January 30, 2014 through December 31, 2014 by the Funds were as follows.

Fund	Long-term Capital Gain		Ordinary Income
Micro Cap Value Fund:	$	20	$	29,499
Small Cap Value Fund		11		22,746

There were no distributions paid by the Funds during the six month period ended June 30, 2015.

7. BENEFICIAL OWNERSHIP

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund, under Section 2(a)(9) of the Investment Company Act of 1940. As of June 30, 2015, Reliance Trust Co. held 48% and 75% of the Micro Cap Value Fund’s Institutional Class Shares and Small Cap Value Fund’s Institutional Class Shares outstanding, respectively.

8. COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Trust may enter into contracts that may contain a variety of representations and warranties and provide general indemnifications. The Trust’s maximum exposure under these arrangements is dependent on future claims that may be made against the Funds and, therefore, cannot be estimated; however, management considers the risk of loss from such claims to be remote.

9. SUBSEQUENT EVENTS

In accordance with GAAP, Management has evaluated the impact of all subsequent events of the Funds through the date the financial statements were issued, and has determined that there were no other subsequent events requiring recognition or disclosure in the financial statements.

Foundry Partners, LLC Funds SEMI-ANNUAL REPORT

ADDITIONAL INFORMATION

June 30, 2015 (Unaudited)

The Funds file their complete schedule of portfolio holdings with the Securities and Exchange Commission (the “Commission”) for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the Commission’s website at http://www.sec.gov. The Funds’ Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC. Information on the operation of the Commission’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-877-244-6235; and on the Commission’s website at http://www.sec.gov.

Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th is available without charge, upon request, by calling 1-877-244-6235; and on the Commission’s website at http://www.sec.gov.

The Funds did not pay any distributions during the six month period ended June 30, 2015. Distributions, if any, will be paid in December. Complete information will be computed and reported in conjunction with your 2015 Form 1099-DIV.

Shareholders should refer to their Form 1099-DIV or other tax information which will be mailed in 2016 to determine the calendar year amounts to be included on their 2015 tax returns. Shareholders should consult their own tax advisors.

Foundry Partners, LLC Funds SEMI-ANNUAL REPORT

ADDITIONAL INFORMATION

June 30, 2015 (Unaudited)

TRUSTEES AND OFFICERS INFORMATION (Unaudited)

Remuneration Paid to Trustees and Officers -Officers of the Trust and Trustees who are “interested persons” of the Trust or the Adviser will receive no salary or fees from the Trust. Officers of the Trust and interested Trustees do receive compensation directly from certain service providers to the Trust. Each Trustee who is not an “interested person” receives a fee of $1,000 each year plus $125 per Board or committee meeting attended in person and $100 per meeting attended by telephone. The Trust reimburses each Trustee and officer for his or her travel and other expenses relating to attendance at such meetings.

Name of Trustee1	Aggregate Compensation From Each Foundry Fund2	Pension or Retirement Benefits Accrued As Part of Portfolio Expenses	Estimated Annual Benefits Upon Retirement	Total Compensation From the Foundry Funds  Paid to Trustees2
Independent Trustees
Art Falk	$750	None	None	$1,500
Thomas Krausz	$750	None	None	$1,500
Tom M. Wirtshafter	$750	None	None	$1,500
Gary DiCenzo	$750	None	None	$1,500
Interested Trustees
Randall K. Linscott	None	None	None	None

¹ Each of the Trustees serves as a Trustee to each Series of the Trust.The Trust currently offers fourteen (14) series of shares.

² Figures are for the six month period ended June 30, 2015.

Foundry Partners, LLC Funds SEMI-ANNUAL REPORT

Information About Your Funds’ Expenses - (Unaudited)

As a shareholder of the Funds, you incur two types of costs: (1) transaction costs, such as the sales charge (load) imposed on certain subscriptions and the contingent deferred sales charge (“CDSC”) imposed on certain short-term redemptions; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees; and other Funds expenses. The example below is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses – The first section of the table provides information about actual account values and actual expenses (relating to the example $1,000 investment made at the beginning of the period). You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes – The second section of the table provides information about the hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which are not the Funds’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds to other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), CDSC fees, or exchange fees. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. For more information on transactional costs, please refer to the Funds’ prospectus.

Expenses and Value of a $1,000 Investment for the six month period from 12/31/14 through 06/30/15

Micro Cap Value Fund:	Beginning AccountValue (12/31/2014)	Annualized Expense Ratio for the Period	Ending AccountValue (06/30/2015)	Expenses Paid During Period
Actual Fund Return (in parentheses)
Institutional Class Shares (+1.48%)	$1,000.00	1.75%	$1,014.80	$8.74 (a)
Hypothetical 5% Fund Return
Institutional Class Shares	$1,000.00	1.75%	$1,016.10	$8.75 (a)
Small Cap Value Fund:
Actual Fund Return (in parentheses)
Institutional Class Shares (+1.35%)	$1,000.00	1.50%	$1,013.50	$7.49 (a)
Hypothetical 5% Fund Return
Institutional Class Shares	$1,000.00	1.50%	$1,017.40	$7.50 (a)

(a) Expenses are equal to the Funds’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period.

For more information on Funds’ expenses, please refer to the Funds’ prospectus, which can be obtained from your investment representative or by calling 1-877-244-6235. Please read it carefully before you invest or send money.

Foundry Partners, LLC Funds SEMI-ANNUAL REPORT

Information About Your Funds’ Expenses - (Unaudited)(continued)

Total Fund operating expense ratios as stated in the current Fund prospectus dated April 30, 2015 for the Funds were as follows:
Foundry Micro Cap Value Fund Institutional Class Shares, gross of fee waivers or expense reimbursements	12.53%
Foundry Micro Cap Value Fund Institutional Class Shares, fee waivers or expense reimbursements	1.77%
Foundry Small Cap Value Fund Institutional Class Shares, gross of fee waivers or expense reimbursements	11.35%
Foundry Small Cap Value Fund Institutional Class Shares, after fee waivers or expense reimbursements	1.51%
Foundry Partners, LLC (the “Adviser”) has entered into an Expense Limitation Agreement with the Funds under which it has agreed to waive or reduce its fees and to assume other expenses of the Funds, if necessary, in an amount that limits the Funds’ annual operating expenses (exclusive of interest, taxes, brokerage fees and commissions, acquired funds fees and expenses, extraordinary expenses, dividend and interest expenses related to short investments) to not more than 1.75% and 1.50%, of the Foundry Micro Cap Value Fund and the Foundry Small Cap Value Fund, respectively, through at least April 30, 2016. Subject to approval by the Funds’ Board, any waiver under the Expense Limitation Agreement is subject to repayment by the Funds within the three fiscal years following the year in which such waiver occurred, if the Funds are able to make the payment without exceeding the expense limitation. The current contractual agreement cannot be terminated prior to at least one year after the effective date without the Board of Trustees’ approval. Total Gross Operating Expenses (Annualized) during the six month period ended June 30, 2015 were 7.99% and 9.96% for the Foundry Micro Cap Value Fund Institutional Class shares and the Foundry Small Cap Value Institutional Class shares, respectively. Please see the Information About Your Funds’ Expenses, the Financial Highlights and Notes to Financial Statements (Note 5) sections of this report for expense related disclosures during the six month period ended June 30, 2015.

360 FUNDS

4520 Main Street

Suite 1425

Kansas City, MO 64111

INVESTMENT ADVISER

Foundry Partners, LLC

510 First Avenue North,

Suite 409

Minneapolis, MN 55403

ADMINISTRATOR & TRANSFER AGENT

Matrix 360 Administration, LLC

4520 Main Street

Suite 1425

Kansas City, MO 64111

DISTRIBUTOR

Matrix Capital Group, Inc.

419 Lafayette Street

New York, NY 10003

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cohen Fund Audit Services, Ltd.

1350 Euclid Ave., Suite 800

 Cleveland, OH 44115

LEGAL COUNSEL

Graydon Head & Ritchey LLP

15 West Center Street

Lawrenceburg, IN 47025

CUSTODIAN BANK

U.S. Bank, N.A

425 Walnut Street

Cincinnati, OH 45202 

ITEM 2. CODE OF ETHICS.

Not applicable at this time.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable at this time.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable at this time.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable

ITEM 6. SCHEDULE OF INVESTMENT

Included in semi-annual report to shareholders filed under item 1 of this form.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable Fund is an open-end management investment company

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable Fund is an open-end management investment company

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable Fund is an open-end management investment company

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable at this time.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the 1940 Act, are effective, as of a date within 90 days of the filing date of this report, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended.

(b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.

ITEM 12. EXHIBITS

(1) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed herewith.

(2) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

360 Funds

By Randy Linscott	/s/ Randy Linscott
President,
Date: September 4, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the date indicated.

By Randy Linscott	/s/ Randy Linscott
President
Date: September 4, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the date indicated.

By Larry E. Beaver, Jr.	/s/ Larry E. Beaver, Jr.
Treasurer
Date: September 4, 2015