1290 Funds NCSRS Certified semi-annual shareholder report (management investment company)

1290 Funds N-CSRSCertified 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 811-22959

1290 FUNDS

(Exact name of registrant as specified in charter)

1290 Avenue of the Americas

New York, New York 10104

(Address of principal executive offices)

PATRICIA LOUIE, ESQ.

Executive Vice President and General Counsel

AXA Equitable Funds Management Group, LLC

1290 Avenue of the Americas

New York, New York 10104

(Name and Address of Agent for Service)

Copies to:

MARK AMOROSI, ESQ.

K&L Gates LLP

1601 K Street, N.W.

Washington, D.C. 20006

Registrant’s telephone number, including area code: (212) 554-1234

Date of fiscal year end: October 31

Date of reporting period: April 30, 2015

Item 1.

Reports to Stockholders.

The following is a copy of the report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).

LOGO

Semi-Annual Report

April 30, 2015

1290 Funds

Semi-Annual Report

April 30, 2015

Table of Contents



Funds

1290 GAMCO Small/Mid Cap Value		2
1290 High Yield Bond		11
1290 SmartBeta Equity		22

Notes to Financial Statements		34
Proxy Voting Policies and Procedures		44
Quarterly Portfolio Holdings Information		44

1290 GAMCO SMALL/MID CAP VALUE FUND (Unaudited)


Sector Weightings as of April 30, 2015	% of Net Assets
Consumer Discretionary		25.8	%
Industrials		22.1
Materials		11.6
Consumer Staples		6.7
Telecommunication Services		6.5
Information Technology		5.2
Financials		5.1
Health Care		4.5
Utilities		2.7
Energy		1.2
Cash and Other		8.6

		100.0	%

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Fund, you incur two types of costs:

(1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees (in the case of Class A, Class C and Class R shares of the Trust), and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended April 30, 2015 and held for the entire six-month period.

Actual Expenses

The first line of the table to the right provides information about actual account values and actual expenses. You may use the information in this line, 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 line 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 line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s 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 Fund and 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), redemption fees, or exchange fees. Therefore, the second line 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.

Please note that while the Fund commenced operations on November 12, 2014, the ‘Hypothetical Expenses Paid during the Period’ reflect projected activity for the full six months for the purpose of comparability.

EXAMPLE


	Beginning Account Value 11/1/14†		Ending Account Value 4/30/15		Expenses Paid During Period* 11/1/14 - 4/30/15
Class A
Actual		$1,000.00		$1,053.12		$6.42
Hypothetical (5% average return before expenses)		1,000.00		1,018.10		6.76
Class C**
Actual		1,000.00		1,054.49		5.23
Hypothetical (5% average return before expenses)		1,000.00		1,019.34		5.51
Class I
Actual		1,000.00		1,054.49		5.23
Hypothetical (5% average return before expenses)		1,000.00		1,019.34		5.51
Class R
Actual		1,000.00		1,051.76		7.60
Hypothetical (5% average return before expenses)		1,000.00		1,016.86		8.00
† Commenced operations on November 12, 2014. * Expenses are equal to the Fund’s Class A, C, I and R shares annualized expense ratios of 1.35%, 1.10%, 1.10% and 1.60% , respectively, multiplied by the average account value over the period, and multiplied by 181/365 for the hypothetical example (to reflect the one-half year period), and multiplied by 169/365 for the actual example (to reflect the actual number of days in the period). ** Class C shares currently are not offered for sale.

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

PORTFOLIO OF INVESTMENTS

April 30, 2015 (Unaudited)


	Number of Shares		Value (Note 1)

COMMON STOCKS:
Consumer Discretionary (25.8%)
*Auto Components (8.7%)*
Brembo S.p.A.		1,600	$	64,008
Dana Holding Corp.		2,000		43,140
Federal-Mogul Holdings Corp.*		4,000		51,600
Superior Industries International, Inc.		800		14,880
TRW Automotive Holdings Corp.*		800		84,048
Visteon Corp.*		300		30,420

				288,096

*Diversified Consumer Services (3.5%)*
Graham Holdings Co., Class B		100		102,293
H&R Block, Inc.		400		12,096

				114,389

*Hotels, Restaurants & Leisure (3.4%)*
Biglari Holdings, Inc.*		200		73,102
Cheesecake Factory, Inc.		800		40,104
International Game Technology plc*		1		16

				113,222

*Household Durables (2.3%)*
Hunter Douglas N.V.		1,600		77,636

*Media (4.1%)*
Cablevision Systems Corp. - New York Group, Class A		1,700		33,966
Clear Channel Outdoor Holdings, Inc., Class A		1,000		11,380
Interpublic Group of Cos., Inc.		1,500		31,260
Madison Square Garden Co., Class A*		300		24,090
Meredith Corp.		200		10,408
Salem Media Group, Inc.		5,008		24,439

				135,543

*Multiline Retail (0.5%)*
J.C. Penney Co., Inc.*		2,000		16,600

*Specialty Retail (3.3%)*
Aaron’s, Inc.		1,000		34,000
CST Brands, Inc.		600		25,026
Pep Boys-Manny, Moe & Jack*		5,500		50,380

				109,406

Total Consumer Discretionary				854,892

Consumer Staples (6.7%)
*Beverages (1.7%)*
Cott Corp.		2,000		17,420
Davide Campari-Milano S.p.A.		2,000		15,480
Remy Cointreau S.A.		300		22,529

				55,429

*Food & Staples Retailing (1.0%)*
Ingles Markets, Inc., Class A		800		33,488

*Food Products (1.9%)*
Maple Leaf Foods, Inc.		2,600		49,888
Snyder’s-Lance, Inc.		500		14,765

				64,653


*Household Products (0.8%)*
Energizer Holdings, Inc.		200	$	27,324

*Personal Products (1.3%)*
Avon Products, Inc.		4,500		36,765
Coty, Inc., Class A*		200		4,782

				41,547

Total Consumer Staples				222,441

Energy (1.2%)
*Energy Equipment & Services (1.2%)*
Cameron International Corp.*		700		38,374

Total Energy				38,374

Financials (5.1%)
*Banks (1.4%)*
Flushing Financial Corp.		2,400		45,984

*Capital Markets (1.0%)*
Cohen & Steers, Inc.		200		7,572
Janus Capital Group, Inc.		1,500		26,850

				34,422

*Insurance (0.4%)*
W. R. Berkley Corp.		300		14,697

*Real Estate Investment Trusts (REITs) (2.3%)*
Ryman Hospitality Properties, Inc. (REIT)		1,300		74,932

Total Financials				170,035

Health Care (4.5%)
*Health Care Providers & Services (0.8%)*
BioScrip, Inc.*		1,500		7,050
Patterson Cos., Inc.		400		18,782

				25,832

*Pharmaceuticals (3.7%)*
Hospira, Inc.*		1,400		122,206

Total Health Care				148,038

Industrials (22.1%)
*Aerospace & Defense (1.3%)*
B/E Aerospace, Inc.		500		29,895
Textron, Inc.		300		13,194

				43,089

*Building Products (0.6%)*
Vicwest, Inc.		2,000		20,721

*Commercial Services & Supplies (0.4%)*
Brink’s Co.		500		13,235

*Construction & Engineering (0.5%)*
Layne Christensen Co.*		2,400		16,128

*Electrical Equipment (1.8%)*
Polypore International, Inc.*		1,000		58,560

*Machinery (12.3%)*
Eastern Co.		1,400		27,944
Federal Signal Corp.		1,500		23,580
Graco, Inc.		1,200		85,944
ITT Corp.		500		19,825

See Notes to Financial Statements.

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2015 (Unaudited)


	Number of Shares		Value (Note 1)

Mueller Industries, Inc.		2,000	$	70,080
Mueller Water Products, Inc., Class A		3,000		28,080
Navistar International Corp.*		2,800		83,888
Twin Disc, Inc.		1,800		32,382
Xylem, Inc.		1,000		37,020

				408,743

*Road & Rail (1.6%)*
Hertz Global Holdings, Inc.*		2,500		52,100

*Trading Companies & Distributors (3.6%)*
GATX Corp.		800		43,520
Kaman Corp.		1,800		75,078

				118,598

Total Industrials				731,174

Information Technology (5.2%)
*Communications Equipment (1.5%)*
Aruba Networks, Inc.*		1,000		24,610
EchoStar Corp., Class A*		500		25,000

				49,610

*Internet Software & Services (2.4%)*
Gogo, Inc.*		2,800		59,192
Internap Corp.*		2,300		21,620

				80,812

*Technology Hardware, Storage & Peripherals (1.3%)*
Diebold, Inc.		1,200		41,724

Total Information Technology				172,146

Materials (11.6%)
*Chemicals (9.5%)*
Chemtura Corp.*		2,200		66,286
Chr Hansen Holding A/S		1,400		67,792
Hawkins, Inc.		1,200		47,340
International Flavors & Fragrances, Inc.		300		34,425
Tredegar Corp.		1,000		20,470
Zep, Inc.		4,000		79,520

				315,833

*Containers & Packaging (1.5%)*
Myers Industries, Inc.		3,000		48,510

*Metals & Mining (0.6%)*
Ampco-Pittsburgh Corp.		1,200		19,188

Total Materials				383,531

Telecommunication Services (6.5%)
*Diversified Telecommunication Services (3.1%)*
Cable & Wireless Communications plc		10,000		10,330
Jazztel plc*		6,500		94,000

				104,330

*Wireless Telecommunication Services (3.4%)*
Millicom International Cellular S.A.		500		39,095
Millicom International Cellular S.A. (SDR)		700		54,547

U.S. Cellular Corp.*		500	$	18,465

				112,107

Total Telecommunication Services				216,437

Utilities (2.7%)
*Electric Utilities (1.2%)*
El Paso Electric Co.		200		7,442
Hawaiian Electric Industries, Inc.		1,000		31,300

				38,742

*Gas Utilities (1.5%)*
National Fuel Gas Co.		800		51,560

Total Utilities				90,302

Total Investments (91.4%) (Cost $2,897,998)				3,027,370
Other Assets Less Liabilities (8.6%)				286,277

Net Assets (100%)			$	3,313,647

*	Non-income producing.

Glossary:

SDR

— Swedish Depositary Receipt


Country Diversification As a Percentage of Total Net Assets
Canada	2.7	%
Denmark	2.0
France	0.7
Italy	2.4
Luxembourg	2.8
Netherlands	2.3
United Kingdom	3.2
United States	75.3
Cash and Other	8.6

	100.0	%

See Notes to Financial Statements.

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2015 (Unaudited)

At April 30, 2015, the Fund had outstanding foreign currency contracts to buy/sell foreign currencies as follows: (Note 1)


Foreign Currency Sell Contract	Counterparty	Local Contract Sell Amount (000’s)		U.S. $ Settlement Value		U.S. $ Current Value		Unrealized Appreciation/ (Depreciation)
Swedish Krona vs. U.S. Dollar, expiring 5/4/15	Guggenheim Partners, LLC		130	$	15,643	$	15,628	$	�� 15

The following is a summary of the inputs used to value the Fund’s assets and liabilities carried at fair value as of April 30, 2015:

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:



Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Common Stocks
Consumer Discretionary	$	713,248	$	141,644	$	—	$	854,892
Consumer Staples		184,432		38,009		—		222,441
Energy		38,374		—		—		38,374
Financials		170,035		—		—		170,035
Health Care		148,038		—		—		148,038
Industrials		703,230		27,944		—		731,174
Information Technology		172,146		—		—		172,146
Materials		315,739		67,792		—		383,531
Telecommunication Services		57,560		158,877		—		216,437
Utilities		90,302		—		—		90,302
Forward Currency Contracts		—		15		—		15

Total Assets	$	2,593,104	$	434,281	$	—	$	3,027,385

Total Liabilities	$	—	$	—	$	—	$	—

Total	$	2,593,104	$	434,281	$	—	$	3,027,385

There were no transfers between Levels 1, 2 or 3 during the period ended April 30, 2015.

See Notes to Financial Statements.

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2015 (Unaudited)

Fair Values of Derivative Instruments as of April 30, 2015:

The Effect of Derivative Instruments on the Statement of Operations for the period ended April 30, 2015:


Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
Derivatives Not Accounted for as Hedging Instruments^	Forward Foreign Currency Contracts		Total
Foreign exchange contracts	$	323	$	323


Amount of Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
Derivatives Not Accounted for as Hedging Instruments^	Forward Foreign Currency Contracts		Total
Foreign exchange contracts	$	15	$	15

^ The Fund held forward foreign currency contracts as hedging.

The Fund held forward foreign contracts with an average settlement value of approximately $16,000 for one month during the period ended April 30, 2015.

The following table presents the Fund’s gross derivative assets and liabilities by counterparty net of amounts available for offset under netting arrangements and any related collateral received or pledged by the Fund as of April 30, 2015:


Counterparty	Gross Amount of Derivative Assets Presented in the Statement of Assets and Liabilities (a)		Derivatives Available for Offset		Collateral Received		Net Amount Due from Counterparty
Guggenheim Partners, LLC	$	15	$	—	$	—	$	15

(a)

For financial reporting purposes the Fund does not offset derivative assets and derivative liabilities subject to master netting arrangements in the Statement of Assets and Liabilities.

Investment security transactions for the period ended April 30, 2015 were as follows:


Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	3,688,236
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	808,074

As of April 30, 2015, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for Federal income tax purposes was as follows:


Aggregate gross unrealized appreciation	$	202,146
Aggregate gross unrealized depreciation		(72,774	)

Net unrealized appreciation	$	129,372

Federal income tax cost of investments	$	2,897,998

See Notes to Financial Statements.

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES

April 30, 2015 (Unaudited)


ASSETS
Investments at value (Cost $2,897,998)	$	3,027,370
Cash		246,581
Foreign cash (Cost $521)		518
Deferred offering cost		73,486
Receivable for Fund shares sold		54,614
Receivable from investment adviser		21,009
Receivable for securities sold		15,628
Dividends, interest and other receivables		890
Unrealized appreciation on forward foreign currency contracts		15
Other assets		48

Total assets		3,440,159

LIABILITIES
Payable for securities purchased		88,562
Transfer agent fees payable		4,135
Distribution fees payable – Class R		328
Distribution fees payable – Class A		178
Accrued expenses		33,309

Total liabilities		126,512

NET ASSETS	$	3,313,647

Net assets were comprised of:
Paid in capital	$	3,189,453
Accumulated undistributed net investment income (loss)		(22,836	)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		17,637
Net unrealized appreciation (depreciation) on investments and foreign currency translations		129,393

Net assets	$	3,313,647

Class A
Net asset value and redemption price per share, $902,398 / 86,273 shares outstanding (unlimited amount authorized: $0.001 par value)	$	10.46
Maximum sales charge (5.50% of offering price)	$	0.61

Maximum offering price per share	$	11.07

Class C**
Net asset value and redemption price per share, $263,570 / 25,179 shares outstanding (unlimited amount authorized: $0.001 par value)	$	10.47
Maximum sales charge (1.00% of offering price)		0.11

Maximum offering price per share		10.58

Class I
Net asset value and redemption price per share, $1,353,665 / 129,310 shares outstanding (unlimited amount authorized: $0.001 par value)	$	10.47

Class R
Net asset value and redemption price per share, $794,014 / 75,974 shares outstanding (unlimited amount authorized: $0.001 par value)	$	10.45

*	The Fund commenced operations on November 12, 2014.

**	Class C shares currently are not offered for sale.

STATEMENT OF OPERATIONS

For the Period Ended April 30, 2015* (Unaudited)


INVESTMENT INCOME
Dividends (net of $185 foreign withholding tax)	$	13,240
Interest		140

Total income		13,380

EXPENSES
Offering costs		63,363
Professional fees		27,495
Custodian fees		22,501
Administrative fees		15,885
Investment advisory fees		9,975
Transfer agent fees		8,876
Distribution fees – Class R		1,801
Printing and mailing expenses		1,532
Distribution fees – Class C		1,198
Distribution fees – Class A		924
Registration and filing fees		787
Trustees’ fees		578
Organizational costs		544
Miscellaneous		2,102

Gross expenses		157,561
Less: Waiver from investment adviser		(25,860	)
Waiver from distributor		(1,198	)
Reimbursement from investment adviser		(113,141	)

Net expenses		17,362

NET INVESTMENT INCOME (LOSS)		(3,982	)

REALIZED AND UNREALIZED GAIN (LOSS)
Realized gain (loss) on:
Investments		17,846
Foreign currency transactions		(209	)

Net realized gain (loss)		17,637

Change in unrealized appreciation (depreciation) on:
Investments		129,372
Foreign currency translations		21

Net change in unrealized appreciation (depreciation)		129,393

NET REALIZED AND UNREALIZED GAIN (LOSS)		147,030

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	143,048

See Notes to Financial Statements.

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

STATEMENT OF CHANGES IN NET ASSETS


	November 12, 2014* to April 30, 2015 (Unaudited)
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	(3,982	)
Net realized gain (loss) on investments and foreign currency transactions		17,637
Net change in unrealized appreciation (depreciation) on investments and foreign currency translations		129,393

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		143,048

DIVIDENDS:
Dividends from net investment income
Class A		(5,222	)
Class C**		(1,822	)
Class I		(6,867	)
Class R		(4,943	)

TOTAL DIVIDENDS :		(18,854	)

CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 85,761 shares ]		862,107
Capital shares issued in reinvestment of dividends [ 512 shares ]		5,222
Capital shares repurchased [ (3,000) shares]		(29,370	)

Total Class A transactions		837,959

Class C**
Capital shares sold [ 25,000 shares]		250,000
Capital shares issued in reinvestment of dividends [ 179 shares]		1,822
Capital shares repurchased [ (1,000) shares]		(9,800	)

Total Class C transactions		242,022

Class I
Capital shares sold [ 128,636 shares]		1,301,532
Capital shares issued in reinvestment of dividends [ 674 shares]		6,867
Capital shares repurchased [ (3,000) shares]		(29,400	)

Total Class I transactions		1,278,999

Class R
Capital shares sold [ 75,489 shares]		754,900
Capital shares issued in reinvestment of dividends [ 485 shares]		4,943
Capital shares repurchased [ (3,000) shares ]		(29,370	)

Total Class R transactions		730,473

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		3,089,453

TOTAL INCREASE (DECREASE) IN NET ASSETS		3,213,647
Beginning of period		100,000

End of period (a)	$	3,313,647

(a) Includes accumulated undistributed (overdistributed) net investment income (loss) of	$	(22,836	)

* The Fund commenced operations on November 12, 2014. ** Class C shares currently are not offered for sale.

See Notes to Financial Statements.

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

FINANCIAL HIGHLIGHTS


Class A	November 12, 2014* to April 30, 2015 (Unaudited)
Net asset value, beginning of period	$	10.00

Income (loss) from investment operations:
Net investment income (loss) (e)		(0.02	)
Net realized and unrealized gain (loss) on investments and foreign currency transactions		0.55

Total from investment operations		0.53

Less distributions:
Dividends from net investment income		(0.07	)

Net asset value, end of period	$	10.46

Total return (b)		5.31	%

Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	902
Ratio of expenses to average net assets:
After waivers and reimbursements (a)		1.35	%
Before waivers and reimbursements (a)		10.93	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)		(0.34	)%(l)
Before waivers and reimbursements (a)		(9.93	)%(l)
Portfolio turnover rate (z)^		31	%

Class C**	*November 12, 2014 to** April 30, 2015 (Unaudited)
Net asset value, beginning of period	$	10.00

Income (loss) from investment operations:
Net investment income (loss) (e)		—	#
Net realized and unrealized gain (loss) on investments and foreign currency transactions		0.54

Total from investment operations		0.54

Less distributions:
Dividends from net investment income		(0.07	)

Net asset value, end of period	$	10.47

Total return (b)		5.45	%

Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	264
Ratio of expenses to average net assets:
After waivers and reimbursements (a)		1.10	%
Before waivers and reimbursements (a)		11.68	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)		(0.09	)%(l)
Before waivers and reimbursements (a)		(10.68	)%(l)
Portfolio turnover rate (z)^		31	%

See Notes to Financial Statements.

1290 FUNDS

1290 GAMCO SMALL/MID CAP VALUE FUND

FINANCIAL HIGHLIGHTS (Continued)


Class I	*November 12, 2014 to** April 30, 2015 (Unaudited)
Net asset value, beginning of period	$	10.00

Income (loss) from investment operations:
Net investment income (loss) (e)		—	#
Net realized and unrealized gain (loss) on investments and foreign currency transactions		0.54

Total from investment operations		0.54

Less distributions:
Dividends from net investment income		(0.07	)

Net asset value, end of period	$	10.47

Total return (b)		5.45	%

Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	1,354
Ratio of expenses to average net assets:
After waivers and reimbursements (a)		1.10	%
Before waivers and reimbursements (a)		10.66	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)		(0.10	)%(l)
Before waivers and reimbursements (a)		(9.66	)%(l)
Portfolio turnover rate (z)^		31	%

Class R	*November 12, 2014 to** April 30, 2015 (Unaudited)
Net asset value, beginning of period	$	10.00

Income (loss) from investment operations:
Net investment income (loss) (e)		(0.03	)
Net realized and unrealized gain (loss) on investments and foreign currency transactions		0.55

Total from investment operations		0.52

Less distributions:
Dividends from net investment income		(0.07	)

Net asset value, end of period	$	10.45

Total return (b)		5.18	%

Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	794
Ratio of expenses to average net assets:
After waivers and reimbursements (a)		1.60	%
Before waivers and reimbursements (a)		11.19	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)		(0.59	)%(l)
Before waivers and reimbursements (a)		(10.18	)%(l)
Portfolio turnover rate (z)^		31	%

#	Per share amount is less than $0.005.

*	The Fund commenced operations on November 12, 2014.

**	Class C shares currently are not offered for sale.

^	Portfolio turnover rate excludes derivatives, if any.

(a)

Ratios for periods less than one year are annualized.

(b)

Total returns for periods less than one year are not annualized.

(e)

Net investment income (loss) per share is based on average shares outstanding.

(l)

The annualized ratio of net investment income to average net assets may not be indicative of operating results for a full year.

(z)

Portfolio turnover rate for periods less than one year is not annualized.

See Notes to Financial Statements.

1290 HIGH YIELD BOND FUND (Unaudited)


Sector Weightings as of April 30, 2015	% of Net Assets
Industrials		17.9	%
Consumer Discretionary		15.6
Energy		14.1
Materials		9.3
Financials		9.0
Information Technology		8.7
Telecommunication Services		8.2
Health Care		6.6
Consumer Staples		5.1
Utilities		1.9
Cash and Other		3.6

		100.0	%

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Fund, you incur two types of costs:

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended April 30, 2015 and held for the entire six-month period.

Actual Expenses

Hypothetical Example for Comparison Purposes

EXAMPLE


	Beginning Account Value 11/1/14†		Ending Account Value 4/30/15		Expenses Paid During Period* 11/1/14 - 4/30/15
Class A
Actual		$1,000.00		$1,011.00		$4.89
Hypothetical (5% average return before expenses)		1,000.00		1,019.59		5.26
Class C**
Actual		1,000.00		1,012.20		3.73
Hypothetical (5% average return before expenses)		1,000.00		1,020.83		4.01
Class I
Actual		1,000.00		1,012.20		3.73
Hypothetical (5% average return before expenses)		1,000.00		1,020.83		4.01
Class R
Actual		1,000.00		1,009.90		6.05
Hypothetical (5% average return before expenses)		1,000.00		1,018.35		6.51
† Commenced operations on November 12, 2014. * Expenses are equal to the Fund’s Class A, C, I and R shares annualized expense ratios of 1.05%, 0.80%, 0.80% and 1.30%, respectively, multiplied by the average account value over the period, and multiplied by 181/365 for the hypothetical example (to reflect the one-half year period), and multiplied by 169/365 for the actual example (to reflect the actual number of days in the period). ** Class C shares currently are not offered for sale.

1290 FUNDS

1290 HIGH YIELD BOND FUND

PORTFOLIO OF INVESTMENTS

April 30, 2015 (Unaudited)


	Principal Amount		Value (Note 1)

LONG-TERM DEBT SECURITIES:
Corporate Bonds (96.4%)
Consumer Discretionary (15.6%)
*Auto Components (1.2%)*
Schaeffler Holding Finance B.V.
6.875%, 8/15/18 PIK§	$	200,000	$	208,760
ZF North America Capital, Inc.
4.500%, 4/29/22§		150,000		150,195

				358,955

*Distributors (0.6%)*
American Tire Distributors, Inc.
10.250%, 3/1/22§		161,000		169,452

*Diversified Consumer Services (0.3%)*
ServiceMaster Co. LLC
7.450%, 8/15/27		100,000		101,500

*Hotels, Restaurants & Leisure (2.3%)*
MGM Resorts International
11.375%, 3/1/18		235,000		280,825
Royal Caribbean Cruises Ltd.
5.250%, 11/15/22		90,000		95,850
7.500%, 10/15/27		80,000		93,550
Viking Cruises Ltd.
8.500%, 10/15/22§		195,000		216,938

				687,163

*Household Durables (0.7%)*
K Hovnanian Enterprises, Inc.
8.000%, 11/1/19§		105,000		102,638
Taylor Morrison Communities, Inc./Monarch Communities, Inc.
5.625%, 3/1/24§		115,000		113,778

				216,416

*Internet & Catalog Retail (1.1%)*
SITEL LLC/Sitel Finance Corp.
11.500%, 4/1/18		365,000		328,500

*Media (6.9%)*
Altice S.A.
7.750%, 5/15/22§		200,000		202,000
AMC Entertainment, Inc.
9.750%, 12/1/20		195,000		212,062
Cablevision Systems Corp.
7.750%, 4/15/18		80,000		90,000
Cequel Communications Holdings I LLC/Cequel Capital Corp.
5.125%, 12/15/21§		125,000		125,337
CSC Holdings LLC
5.250%, 6/1/24§		116,000		120,350
DISH DBS Corp.
5.875%, 11/15/24		145,000		142,825
Gray Television, Inc.
7.500%, 10/1/20		115,000		122,211
Igloo Holdings Corp.
8.250%, 12/15/17 PIK§		300,000		303,000
Interactive Data Corp.
5.875%, 4/15/19§		90,000		90,900
McGraw-Hill Global Education Holdings LLC/McGraw-Hill Global Education Finance
9.750%, 4/1/21		95,000		105,450

MHGE Parent LLC/MHGE Parent Finance, Inc.
8.500%, 8/1/19§	$	281,000	$	288,025
Nexstar Broadcasting, Inc.
6.875%, 11/15/20		85,000		90,313
6.125%, 2/15/22§		42,000		43,575
Sirius XM Radio, Inc.
5.375%, 4/15/25§		115,000		115,575

				2,051,623

*Multiline Retail (0.9%)*
99 Cents Only Stores LLC
11.000%, 12/15/19		150,000		156,750
Family Tree Escrow LLC
5.750%, 3/1/23§		96,000		100,685

				257,435

*Specialty Retail (1.6%)*
Hot Topic, Inc.
9.250%, 6/15/21§		110,000		119,625
New Academy Finance Co. LLC/New Academy Finance Corp.
8.000%, 6/15/18 PIK§		190,000		191,900
Party City Holdings, Inc.
8.875%, 8/1/20		42,000		45,517
PC Nextco Holdings LLC/PC Nextco Finance, Inc.
8.750%, 8/15/19		135,000		137,700

				494,742

Total Consumer Discretionary				4,665,786

Consumer Staples (5.1%)
*Beverages (0.9%)*
Constellation Brands, Inc.
4.750%, 11/15/24		90,000		95,400
Innovation Ventures LLC/Innovation Ventures Finance Corp.
9.500%, 8/15/19§		180,000		185,400

				280,800

*Food & Staples Retailing (2.8%*)
BI-LO LLC/BI-LO Finance Corp.
8.625%, 9/15/18 PIK§		171,000		153,045
Petco Holdings, Inc.
8.500%, 10/15/17 PIK§		240,000		247,200
Rite Aid Corp.
9.250%, 3/15/20		100,000		110,250
6.125%, 4/1/23§		100,000		103,630
Tops Holding Corp./Tops Markets LLC
8.875%, 12/15/17		90,000		93,825
U.S. Foods, Inc.
8.500%, 6/30/19		115,000		121,037

				828,987

*Food Products (0.9%)*
JBS Finance II Ltd.
8.250%, 1/29/18§		155,000		160,853
JBS USA LLC/JBS USA Finance, Inc.
8.250%, 2/1/20§		85,000		90,100

				250,953

See Notes to Financial Statements.

1290 FUNDS

1290 HIGH YIELD BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2015 (Unaudited)


	Principal Amount		Value (Note 1)

*Household Products (0.5%)*
Sun Products Corp.
7.750%, 3/15/21§	$	170,000	$	150,127

Total Consumer Staples				1,510,867

Energy (14.1%)
*Oil, Gas & Consumable Fuels (14.1%)*
Antero Resources Corp.
5.625%, 6/1/23§		132,000		135,142
Artsonig Pty Ltd.
11.500%, 4/1/19 PIK§(b)		127,200		105,576
Blue Racer Midstream LLC/Blue Racer Finance Corp.
6.125%, 11/15/22§		100,000		104,812
Calumet Specialty Products Partners LP/Calumet Finance Corp.
7.625%, 1/15/22		90,000		92,025
7.750%, 4/15/23§		107,000		109,675
Carrizo Oil & Gas, Inc.
8.625%, 10/15/18		85,000		88,655
7.500%, 9/15/20		90,000		94,932
6.250%, 4/15/23		111,000		112,809
Chaparral Energy, Inc.
9.875%, 10/1/20		115,000		99,187
Chesapeake Energy Corp.
5.750%, 3/15/23		60,000		58,650
Concho Resources, Inc.
7.000%, 1/15/21		120,000		126,600
Crestwood Midstream Partners LP/Crestwood Midstream Finance Corp.
6.125%, 3/1/22		150,000		153,375
6.250%, 4/1/23§		109,000		112,270
Endeavor Energy Resources LP / EER Finance, Inc.
8.125%, 9/15/23§		34,000		35,190
EP Energy LLC/Everest Acquisition Finance, Inc.
9.375%, 5/1/20		38,000		40,565
Genesis Energy LP/Genesis Energy Finance Corp.
5.750%, 2/15/21		180,000		179,100
5.625%, 6/15/24		125,000		120,625
Halcon Resources Corp.
9.750%, 7/15/20		185,000		152,162
Linn Energy LLC/Linn Energy Finance Corp.
7.750%, 2/1/21		170,000		145,775
Magnum Hunter Resources Corp.
9.750%, 5/15/20		105,000		95,025
Oasis Petroleum, Inc.
6.875%, 3/15/22		135,000		137,700
Penn Virginia Corp.
8.500%, 5/1/20		210,000		205,275
Penn Virginia Resource Partners LP/Penn Virginia Resource Finance Corp.
8.375%, 6/1/20		158,000		173,705
Rice Energy, Inc.
7.250%, 5/1/23§		65,000		67,438
Rose Rock Midstream LP/Rose Rock Finance Corp.
5.625%, 7/15/22		120,000		120,000

Sanchez Energy Corp.
7.750%, 6/15/21	$	90,000	$	94,050
Southern Star Central Corp.
5.125%, 7/15/22§		120,000		124,800
Summit Midstream Holdings LLC/Summit Midstream Finance Corp.
7.500%, 7/1/21		95,000		99,750
5.500%, 8/15/22		120,000		114,600
Targa Resources Partners LP/Targa Resources Partners Finance Corp.
6.875%, 2/1/21		155,000		162,363
Tesoro Logistics LP/Tesoro Logistics Finance Corp.
6.250%, 10/15/22§		145,000		153,889
Ultra Petroleum Corp.
5.750%, 12/15/18§		48,000		45,120
6.125%, 10/1/24§		150,000		132,375
Western Refining Logistics LP/WNRL Finance Corp.
7.500%, 2/15/23§		131,000		136,240
Whiting Canadian Holding Co. ULC
8.125%, 12/1/19		170,000		180,200
Whiting Petroleum Corp.
5.750%, 3/15/21		90,000		91,521

Total Energy				4,201,176

Financials (9.0%)
*Consumer Finance (1.1%)*
AerCap Ireland Capital Ltd./AerCap Global Aviation Trust
4.500%, 5/15/21§		170,000		178,925
Speedy Cash Intermediate Holdings Corp.
10.750%, 5/15/18§		26,000		25,480
TMX Finance LLC/TitleMax Finance Corp.
8.500%, 9/15/18§		163,000		116,545

				320,950

*Diversified Financial Services (5.4%)*
ACE Cash Express, Inc.
11.000%, 2/1/19§		375,000		228,750
Alphabet Holding Co., Inc.
7.750%, 11/1/17 PIK		175,000		174,562
DFC Finance Corp.
10.500%, 6/15/20§		209,000		168,245
James Hardie International Finance Ltd.
5.875%, 2/15/23§		200,000		209,000
Nielsen Finance LLC/Nielsen Finance Co.
5.000%, 4/15/22§		129,000		129,181
Opal Acquisition, Inc.
8.875%, 12/15/21§		155,000		156,550
Prospect Holding Co. LLC/Prospect Holding Finance Co.
10.250%, 10/1/18§		155,000		109,856
Speedy Group Holdings Corp.
12.000%, 11/15/17§		230,000		208,725
Stearns Holdings, Inc.
9.375%, 8/15/20§		251,000		249,444

				1,634,313

See Notes to Financial Statements.

1290 FUNDS

1290 HIGH YIELD BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2015 (Unaudited)


	Principal Amount		Value (Note 1)

*Insurance (1.5%)*
American Equity Investment Life Holding Co.
6.625%, 7/15/21	$	120,000	$	128,400
Hub Holdings LLC/Hub Holdings Finance, Inc.
8.125%, 7/15/19 PIK§		118,000		117,859
HUB International Ltd.
7.875%, 10/1/21§		191,000		195,775

				442,034

*Real Estate Management & Development (1.0%)*
Crescent Resources LLC/Crescent Ventures, Inc.
10.250%, 8/15/17§		70,000		74,550
Greystar Real Estate Partners LLC
8.250%, 12/1/22§		100,000		105,250
Mattamy Group Corp.
6.500%, 11/15/20§		115,000		111,550

				291,350

Total Financials				2,688,647

Health Care (6.6%)
*Health Care Equipment & Supplies (0.6%)*
Immucor, Inc.
11.125%, 8/15/19		165,000		176,550

*Health Care Providers & Services (2.2%)*
Capella Healthcare, Inc.
9.250%, 7/1/17		50,000		51,625
CHS/Community Health Systems, Inc.
6.875%, 2/1/22		85,000		90,423
ExamWorks Group, Inc.
5.625%, 4/15/23		56,000		57,960
HCA Holdings, Inc.
7.750%, 5/15/21		90,000		95,850
HCA, Inc.
7.690%, 6/15/25		41,000		47,125
Omnicare, Inc.
5.000%, 12/1/24		90,000		99,225
Tenet Healthcare Corp.
8.125%, 4/1/22		80,000		87,400
United Surgical Partners International, Inc.
9.000%, 4/1/20		110,000		117,975

				647,583

*Pharmaceuticals (3.8%)*
Capsugel S.A.
7.000%, 5/15/19 PIK§		295,000		300,900
Concordia Healthcare Corp.
7.000%, 4/15/23§		63,000		63,945
JLL/Delta Dutch Pledgeco B.V.
8.750%, 5/1/20 PIK§		118,000		119,032
Lantheus Medical Imaging, Inc.
9.750%, 5/15/17		95,000		93,694
Par Pharmaceutical Cos., Inc.
7.375%, 10/15/20		170,000		181,900
Valeant Pharmaceuticals International, Inc.
7.500%, 7/15/21§		140,000		152,075
6.125%, 4/15/25§		234,000		241,605

				1,153,151

Total Health Care				1,977,284


Industrials (17.9%)
*Aerospace & Defense (2.0%)*
Bombardier, Inc.
6.125%, 1/15/23§	$	80,000	$	75,800
7.500%, 3/15/25§		157,000		155,430
DynCorp International, Inc.
10.375%, 7/1/17		315,000		270,112
TransDigm, Inc.
6.500%, 7/15/24		85,000		86,479

				587,821

*Air Freight & Logistics (0.4%)*
DH Services Luxembourg Sarl
7.750%, 12/15/20§		120,000		125,700

*Building Products (1.1%)*
Masonite International Corp.
5.625%, 3/15/23§		65,000		68,088
NCI Building Systems, Inc.
8.250%, 1/15/23§		50,000		53,000
Nortek, Inc.
8.500%, 4/15/21		180,000		194,400

				315,488

*Commercial Services & Supplies (3.8%)*
Acosta, Inc.
7.750%, 10/1/22§		100,000		102,250
Covanta Holding Corp.
5.875%, 3/1/24		80,000		82,800
Jaguar Holding Co. I
9.375%, 10/15/17 PIK§		295,000		302,375
Multi-Color Corp.
6.125%, 12/1/22§		69,000		71,760
Mustang Merger Corp.
8.500%, 8/15/21§		150,000		152,062
TransUnion Corp.
8.125%, 6/15/18		240,000		244,800
9.625%, 6/15/18 PIK		175,000		176,313

				1,132,360

*Construction & Engineering (1.1%)*
Michael Baker Holdings LLC/Micahel Baker Finance Corp.
8.875%, 4/15/19 PIK§		90,000		82,350
Michael Baker International LLC/CDL Acquisition Co., Inc.
8.250%, 10/15/18§		130,000		126,750
Tutor Perini Corp.
7.625%, 11/1/18		125,000		129,688

				338,788

*Electrical Equipment (0.7%)*
International Wire Group Holdings, Inc.
8.500%, 10/15/17§		215,000		223,600

*Industrial Conglomerates (0.6%)*
Sequa Corp.
7.000%, 12/15/17§		265,000		185,500

*Machinery (2.2%)*
BlueLine Rental Finance Corp.
7.000%, 2/1/19§		85,000		87,550

See Notes to Financial Statements.

1290 FUNDS

1290 HIGH YIELD BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2015 (Unaudited)


	Principal Amount		Value (Note 1)

Case New Holland Industrial, Inc.
7.875%, 12/1/17	$	80,000	$	88,400
Park-Ohio Industries, Inc.
8.125%, 4/1/21		110,000		117,425
SPL Logistics Escrow LLC/SPL Logistics Finance Corp.
8.875%, 8/1/20§		115,000		121,037
Vander Intermediate Holding II Corp.
9.750%, 2/1/19 PIK§		100,000		101,250
Waterjet Holdings, Inc.
7.625%, 2/1/20§		145,000		152,975

				668,637

*Road & Rail (1.3%)*
Kenan Advantage Group, Inc.
8.375%, 12/15/18§		175,000		182,437
Watco Cos. LLC/Watco Finance Corp.
6.375%, 4/1/23§		190,000		192,622

				375,059

*Trading Companies & Distributors (3.9%)*
Ahern Rentals, Inc.
9.500%, 6/15/18§		195,000		210,405
7.375%, 5/15/23§		83,000		83,000
HD Supply, Inc.
11.500%, 7/15/20		236,000		275,530
Interline Brands, Inc.
10.000%, 11/15/18 PIK		156,000		163,995
International Lease Finance Corp.
8.625%, 1/15/22		170,000		216,546
Intrepid Aviation Group Holdings LLC/Intrepid Finance Co.
6.875%, 2/15/19§		130,000		123,175
Jurassic Holdings III, Inc.
6.875%, 2/15/21§		65,000		55,575
Optimas OE Solutions Holding LLC/Optimas OE Solutions, Inc.
8.625%, 6/1/21§		40,000		40,800

				1,169,026

*Transportation Infrastructure (0.8%)*
Aguila 3 S.A.
7.875%, 1/31/18§		245,000		243,775

Total Industrials				5,365,754

Information Technology (8.7%)
*Communications Equipment (0.4%)*
Aegis Merger Sub, Inc.
10.250%, 2/15/23§		116,000		117,160

*Electronic Equipment, Instruments & Components (0.9%)*
Brightstar Corp.
7.250%, 8/1/18§		100,000		106,625
CPI International, Inc.
8.750%, 2/15/18		165,000		170,164

				276,789

*Internet Software & Services (1.5%)*
Equinix, Inc.
5.750%, 1/1/25		120,000		126,300
j2 Global, Inc.
8.000%, 8/1/20		70,000		75,600
Pacnet Ltd.
9.000%, 12/12/18§		205,000		233,188

				435,088


*IT Services (0.5%)*
Alliance Data Systems Corp.
5.375%, 8/1/22§	$	146,000	$	147,460

*Semiconductors & Semiconductor Equipment (0.6%)*
Advanced Micro Devices, Inc.
6.750%, 3/1/19		190,000		165,775

*Software (4.5%)*
Audatex North America, Inc.
6.000%, 6/15/21§		85,000		88,383
BCP Singapore VI Cayman Financing Co., Ltd.
8.000%, 4/15/21§		175,000		173,250
BMC Software Finance, Inc.
8.125%, 7/15/21§		115,000		105,225
Boxer Parent Co., Inc.
9.000%, 10/15/19 PIK§		325,000		267,312
Infor Software Parent LLC/Infor Software Parent, Inc.
7.125%, 5/1/21 PIK§		34,000		34,340
Infor U.S., Inc.
11.500%, 7/15/18		65,000		70,037
6.500%, 5/15/22§		159,000		163,373
Sophia Holding Finance LP/Sophia Holding Finance, Inc.
9.625%, 12/1/18 PIK§		205,000		208,075
Sophia LP/Sophia Finance, Inc.
9.750%, 1/15/19§		230,000		246,100

				1,356,095

*Technology Hardware, Storage & Peripherals (0.3%)*
NCR Corp.
6.375%, 12/15/23		85,000		89,463

Total Information Technology				2,587,830

Materials (9.3%)
*Chemicals (2.5%)*
Eco Services Operations LLC/Eco Finance Corp.
8.500%, 11/1/22§		105,000		106,969
Ineos Finance plc
7.500%, 5/1/20§		170,000		179,562
Nexeo Solutions LLC/Nexeo Solutions Finance Corp.
8.375%, 3/1/18		156,000		140,010
Rayonier AM Products, Inc.
5.500%, 6/1/24§		227,000		198,058
Rentech Nitrogen Partners LP/Rentech Nitrogen Finance Corp.
6.500%, 4/15/21§		145,000		144,275

				768,874

*Commercial Services & Supplies (0.5%)*
Nufarm Australia Ltd.
6.375%, 10/15/19§		140,000		142,100

*Construction Materials (0.4%)*
Summit Materials LLC/Summit Materials Finance Corp.
10.500%, 1/31/20		108,000		117,990

See Notes to Financial Statements.

1290 FUNDS

1290 HIGH YIELD BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2015 (Unaudited)


	Principal Amount		Value (Note 1)

*Containers & Packaging (1.4%)*
BWAY Holding Co.
9.125%, 8/15/21§	$	260,000	$	266,500
Coveris Holding Corp.
10.000%, 6/1/18§		150,000		158,250

				424,750

*Metals & Mining (4.5%)*
ArcelorMittal S.A.
7.000%, 2/25/22		140,000		152,250
7.750%, 10/15/39		170,000		175,525
Barminco Finance Pty Ltd.
9.000%, 6/1/18§		165,000		157,789
FMG Resources (August 2006) Pty Ltd.
8.250%, 11/1/19§		190,000		166,250
Global Brass & Copper, Inc.
9.500%, 6/1/19		195,000		212,306
HudBay Minerals, Inc.
9.500%, 10/1/20		145,000		151,888
Prince Mineral Holding Corp.
11.500%, 12/15/19§		190,000		182,638
WireCo WorldGroup, Inc.
9.500%, 5/15/17		160,000		140,608

				1,339,254

Total Materials				2,792,968

Telecommunication Services (8.2%)
*Diversified Telecommunication Services (4.1%)*
CCO Holdings LLC/CCO Holdings Capital Corp.
5.875%, 5/1/27§		235,000		231,475
Intelsat Jackson Holdings S.A.
7.250%, 10/15/20		160,000		164,624
Intelsat Luxembourg S.A.
8.125%, 6/1/23		276,000		252,623
Level 3 Financing, Inc.
5.625%, 2/1/23§		116,000		118,900
Sprint Capital Corp.
8.750%, 3/15/32		256,000		262,707
Telesat Canada/Telesat LLC
6.000%, 5/15/17§		200,000		203,500

				1,233,829

*Wireless Telecommunication Services (4.1%)*
Altice Financing S.A.
6.625%, 2/15/23§		200,000		206,500
Digicel Group Ltd.
8.250%, 9/30/20§		215,000		219,837
Digicel Ltd.
6.750%, 3/1/23§		200,000		196,000
Sprint Corp.
7.125%, 6/15/24		315,000		302,810
T-Mobile USA, Inc.
6.500%, 1/15/24		165,000		172,227
6.375%, 3/1/25		105,000		107,835

				1,205,209

Total Telecommunication Services				2,439,038


Utilities (1.9%)
*Independent Power and Renewable Electricity Producers (1.9%)*
AES Corp.
8.000%, 10/15/17	$	100,000	$	114,500
5.500%, 4/15/25		100,000		98,750
Dynegy, Inc.
7.625%, 11/1/24§		200,000		215,000
PPL Energy Supply LLC 4.600%, 12/15/21		160,000		149,200

Total Utilities				577,450

Total Corporate Bonds				28,806,800

Total Investments (96.4%) (Cost $29,223,900)				28,806,800
Other Assets Less Liabilities (3.6%)				1,083,868

Net Assets (100%)			$	29,890,668

Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may only be resold to qualified institutional buyers. At April 30, 2015, the market value of these securities amounted to $16,582,217 or 55.5% of net assets. Securities denoted with “§” but without “b” have been determined to be liquid under the guidelines established by the Board of Trustees. To the extent any securities might provide a right to demand registration, such rights have not been relied upon when determining liquidity.

(b)

Illiquid security. At April 30, 2015, the market value of these securities amounted to $105,576 or 0.35% of net assets.

Glossary:

PIK

— Payment-in Kind Security


Country Diversification As a Percentage of Total Net Assets
Australia	1.9	%
Bermuda	2.9
Canada	5.3
Cayman Islands	1.1
Ireland	1.3
Liberia	0.7
Luxembourg	6.1
Netherlands	1.1
United Kingdom	0.6
United States	75.4
Cash and Other	3.6

	100.0	%

See Notes to Financial Statements.

1290 FUNDS

1290 HIGH YIELD BOND FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2015 (Unaudited)

The following is a summary of the inputs used to value the Fund’s assets and liabilities carried at fair value as of April 30, 2015:

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:



Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Corporate Bonds
Consumer Discretionary	$	—	$	4,665,786	$	—	$	4,665,786
Consumer Staples		—		1,510,867		—		1,510,867
Energy		—		4,201,176		—		4,201,176
Financials		—		2,688,647		—		2,688,647
Health Care		—		1,977,284		—		1,977,284
Industrials		—		5,365,754		—		5,365,754
Information Technology		—		2,587,830		—		2,587,830
Materials		—		2,792,968		—		2,792,968
Telecommunication Services		—		2,439,038		—		2,439,038
Utilities		—		577,450		—		577,450

Total Assets	$	—	$	28,806,800	$	—	$	28,806,800

Total Liabilities	$	—	$	—	$	—	$	—

Total	$	—	$	28,806,800	$	—	$	28,806,800

There were no transfers between Levels 1, 2 or 3 during the period ended April 30, 2015.

The Fund held no derivatives contracts during the period ended April 30, 2015.

Investment security transactions for the period ended April 30, 2015 were as follows:


Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	36,092,492
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	6,717,482

As of April 30, 2015, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for Federal income tax purposes was as follows:


Aggregate gross unrealized appreciation	$	284,687
Aggregate gross unrealized depreciation		(701,787	)

Net unrealized depreciation	$	(417,100	)

Federal income tax cost of investments	$	29,223,900

See Notes to Financial Statements.

1290 FUNDS

1290 HIGH YIELD BOND FUND

STATEMENT OF ASSETS AND LIABILITIES

April 30, 2015 (Unaudited)



ASSETS
Investments at value (Cost $29,223,900)	$	28,806,800
Cash		834,209
Dividends, interest and other receivables		565,902
Receivable for securities sold		125,662
Deferred offering cost		73,743
Receivable from investment adviser		19,835
Other assets		366

Total assets		30,426,517

LIABILITIES
Payable for securities purchased		331,810
Dividends payable		153,970
Transfer agent fees payable		4,868
Distribution fees payable – Class R		3,684
Distribution fees payable – Class A		1,844
Accrued expenses		39,673

Total liabilities		535,849

NET ASSETS	$	29,890,668

Net assets were comprised of:
Paid in capital	$	30,426,984
Accumulated undistributed net investment income (loss)		677
Accumulated undistributed net realized gain (loss) on investments		(119,893	)
Net unrealized appreciation (depreciation) on investments		(417,100	)

Net assets	$	29,890,668

Class A
Net asset value and redemption price per share, $8,962,713 / 912,596 shares outstanding (unlimited amount authorized: $0.001 par value)	$	9.82
Maximum sales charge (4.50% of offering price)		0.46

Maximum offering price per share	$	10.28

Class C**
Net asset value and redemption price per share, $2,987,489 / 304,192 shares outstanding (unlimited amount authorized: $0.001 par value)	$	9.82
Maximum sales charge (1.00% of offering price)		0.10

Maximum offering price per share	$	9.92

Class I
Net asset value and redemption price per share, $8,987,832 / 915,159 shares outstanding (unlimited amount authorized: $0.001 par value)	$	9.82

Class R
Net asset value and redemption price per share, $8,952,634 / 911,584 shares outstanding (unlimited amount authorized: $0.001 par value)	$	9.82

*	The Fund commenced operations on November 12, 2014.

**	Class C shares currently are not offered for sale.

STATEMENT OF OPERATIONS

For the Period Ended April 30, 2015* (Unaudited)



INVESTMENT INCOME
Interest	$	1,006,957

EXPENSES
Professional fees		89,873
Investment advisory fees		82,267
Offering costs		63,583
Administrative fees		34,457
Distribution fees – Class R		20,542
Printing and mailing expenses		16,159
Distribution fees – Class C		13,708
Custodian fees		12,927
Distribution fees – Class A		10,282
Transfer agent fees		8,455
Trustees’ fees		6,110
Registration and filing fees		787
Organizational costs		544
Miscellaneous		7,721

Gross expenses		367,415
Less: Waiver from investment adviser		(116,724	)
Waiver from distributor		(13,708	)
Reimbursement from investment adviser		(96,480	)

Net expenses		140,503

NET INVESTMENT INCOME (LOSS)		866,454

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments		(119,893	)
Net change in unrealized appreciation (depreciation) on investments		(417,100	)

NET REALIZED AND UNREALIZED GAIN (LOSS)		(536,993	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	329,461

See Notes to Financial Statements.

1290 FUNDS

1290 HIGH YIELD BOND FUND

STATEMENT OF CHANGES IN NET ASSETS


	November 12, 2014* to April 30, 2015 (Unaudited)
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	866,454
Net realized gain (loss) on investments		(119,893	)
Net change in unrealized appreciation (depreciation) on investments		(417,100	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		329,461

DIVIDENDS:
Dividends from net investment income
Class A		(258,578	)
Class C**		(89,630	)
Class I		(269,404	)
Class R		(248,165	)

TOTAL DIVIDENDS:		(865,777	)

CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 900,501 shares]		9,005,000
Capital shares issued in reinvestment of dividends [ 12,100 shares]		117,114
Capital shares repurchased [ (3,005) shares]		(28,551	)

Total Class A transactions		9,093,563

Class C**
Capital shares sold [ 300,000 shares]		3,000,000
Capital shares issued in reinvestment of dividends [ 4,194 shares]		40,595
Capital shares repurchased [ (1,002) shares]		(9,518	)

Total Class C transactions		3,031,077

Class I
Capital shares sold [ 902,531 shares]		9,024,994
Capital shares issued in reinvestment of dividends [ 12,634 shares]		122,297
Capital shares repurchased [ (3,006) shares]		(28,555	)

Total Class I transactions		9,118,736

Class R
Capital shares sold [ 900,000 shares]		9,000,000
Capital shares issued in reinvestment of dividends [ 11,589 shares]		112,156
Capital shares repurchased [ (3,005) shares]		(28,548	)

Total Class R transactions		9,083,608

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		30,326,984

TOTAL INCREASE (DECREASE) IN NET ASSETS		29,790,668
Beginning of period		100,000

End of period (a)	$	29,890,668

(a) Includes accumulated undistributed (overdistributed) net investment income (loss) of	$	677

* The Fund commenced operations on November 12, 2014.
** Class C shares currently are not offered for sale.

See Notes to Financial Statements.

1290 FUNDS

1290 HIGH YIELD BOND FUND

FINANCIAL HIGHLIGHTS


Class A	November 12, 2014* to April 30, 2015 (Unaudited)
Net asset value, beginning of period	$	10.00

Income (loss) from investment operations:
Net investment income (loss) (e)		0.30
Net realized and unrealized gain (loss) on investments		(0.20	)

Total from investment operations		0.10

Less distributions:
Dividends from net investment income		(0.28	)

Net asset value, end of period	$	9.82

Total return (b)		1.10	%

Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	8,963
Ratio of expenses to average net assets:
After waivers and reimbursements (a)		1.05	%
Before waivers and reimbursements (a)		2.52	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)		6.29	%(l)
Before waivers and reimbursements (a)		4.83	%(l)
Portfolio turnover rate (z)^		24	%

Class C**	November 12, 2014* to April 30, 2015 (Unaudited)
Net asset value, beginning of period	$	10.00

Income (loss) from investment operations:
Net investment income (loss) (e)		0.32
Net realized and unrealized gain (loss) on investments		(0.20	)

Total from investment operations		0.12

Less distributions:
Dividends from net investment income		(0.30	)

Net asset value, end of period	$	9.82

Total return (b)		1.22	%

Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	2,987
Ratio of expenses to average net assets:
After waivers and reimbursements (a)		0.80	%
Before waivers and reimbursements (a)		3.27	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)		6.54	%(l)
Before waivers and reimbursements (a)		4.08	%(l)
Portfolio turnover rate (z)^		24	%

See Notes to Financial Statements.

1290 FUNDS

1290 HIGH YIELD BOND FUND

FINANCIAL HIGHLIGHTS (Continued)


Class I	November 12, 2014* to April 30, 2015 (Unaudited)
Net asset value, beginning of period	$	10.00

Income (loss) from investment operations:
Net investment income (loss) (e)		0.32
Net realized and unrealized gain (loss) on investments		(0.20	)

Total from investment operations		0.12

Less distributions:
Dividends from net investment income		(0.30	)

Net asset value, end of period	$	9.82

Total return (b)		1.22	%

Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	8,988
Ratio of expenses to average net assets:
After waivers and reimbursements (a)		0.80	%
Before waivers and reimbursements (a)		2.27	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)		6.54	%(l)
Before waivers and reimbursements (a)		5.08	%(l)
Portfolio turnover rate (z)^		24	%

Class R	November 12, 2014* to April 30, 2015 (Unaudited)
Net asset value, beginning of period	$	10.00

Income (loss) from investment operations:
Net investment income (loss) (e)		0.29
Net realized and unrealized gain (loss) on investments		(0.20	)

Total from investment operations		0.09

Less distributions:
Dividends from net investment income		(0.27	)

Net asset value, end of period	$	9.82

Total return (b)		0.99	%

Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	8,953
Ratio of expenses to average net assets:
After waivers and reimbursements (a)		1.30	%
Before waivers and reimbursements (a)		2.77	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)		6.04	%(l)
Before waivers and reimbursements (a)		4.58	%(l)
Portfolio turnover rate (z)^		24	%

*	The Fund commenced operations on November 12, 2014.

**	Class C shares currently are not offered for sale.

^	Portfolio turnover rate excludes derivatives, if any.

(a)

Ratios for periods less than one year are annualized.

(b)

Total returns for periods less than one year are not annualized.

(e)

Net investment income (loss) per share is based on average shares outstanding.

(l)

The annualized ratio of net investment income to average net assets may not be indicative of operating results for a full year.

(z)

Portfolio turnover rate for periods less than one year is not annualized.

See Notes to Financial Statements.

1290 SMARTBETA EQUITY FUND (Unaudited)


Sector Weightings as of April 30, 2015	% of Net Assets
Consumer Staples		18.4	%
Financials		15.7
Health Care		14.0
Industrials		13.7
Consumer Discretionary		12.3
Information Technology		8.7
Utilities		5.8
Materials		4.5
Energy		2.7
Telecommunication Services		2.6
Cash and Other		1.6

		100.0	%

UNDERSTANDING YOUR EXPENSES:

As a shareholder of the Fund, you incur two types of costs:

The examples are based on an investment of $1,000 invested at the beginning of the six-month period ended April 30, 2015 and held for the entire six-month period.

Actual Expenses

Hypothetical Example for Comparison Purposes

EXAMPLE


	Beginning Account Value 11/1/14†		Ending Account Value 4/30/15		Expenses Paid During Period* 11/1/14 - 4/30/15
Class A
Actual		$1,000.00		$1,030.10		$6.35
Hypothetical (5% average return before expenses)		1,000.00		1,018.10		6.76
Class C**
Actual		1,000.00		1,031.40		5.17
Hypothetical (5% average return before expenses)		1,000.00		1,019.34		5.51
Class I
Actual		1,000.00		1,031.40		5.17
Hypothetical (5% average return before expenses)		1,000.00		1,019.34		5.51
Class R
Actual		1,000.00		1,028.70		7.51
Hypothetical (5% average return before expenses)		1,000.00		1,016.86		8.00
† Commenced operations on November 12, 2014. * Expenses are equal to the Fund’s Class A, C, I and R shares annualized expense ratios of 1.35%, 1.10%, 1.10% and 1.60%, respectively, multiplied by the average account value over the period, and multiplied by 181/365 for the hypothetical example (to reflect the one-half year period), and multiplied by 169/365 for the actual example (to reflect the actual number of days in the period). ** Class C shares currently are not offered for sale.

1290 FUNDS

1290 SMARTBETA EQUITY FUND

PORTFOLIO OF INVESTMENTS

April 30, 2015 (Unaudited)


	Number of Shares		Value (Note 1)

COMMON STOCKS:
Consumer Discretionary (12.3%)
*Auto Components (0.9%)*
BorgWarner, Inc.		200	$	11,840
Bridgestone Corp.		600		25,071
Continental AG*		70		16,538
Delphi Automotive plc		200		16,600
Denso Corp.		300		14,883
Magna International, Inc.		200		10,079
Sumitomo Electric Industries Ltd.		200		2,825

				97,836

*Automobiles (1.4%)*
Bayerische Motoren Werke (BMW) AG		200		23,787
Daimler AG (Registered)		200		19,335
Ford Motor Co.		1,800		28,440
Fuji Heavy Industries Ltd.		400		13,339
Harley-Davidson, Inc.		200		11,242
Isuzu Motors Ltd.		1,000		13,249
Suzuki Motor Corp.		200		6,463
Toyota Motor Corp.		300		20,840
Yamaha Motor Co., Ltd.		200		4,697

				141,392

*Distributors (0.2%)*
Genuine Parts Co.		200		17,970

*Hotels, Restaurants & Leisure (2.3%)*
Compass Group plc		2,000		35,454
Las Vegas Sands Corp.		300		15,864
McDonald’s Corp.		800		77,240
Sands China Ltd.		1,200		4,908
Sodexo S.A.		100		10,133
Starbucks Corp.		800		39,664
Tatts Group Ltd.		2,200		7,013
Whitbread plc		200		16,107
Yum! Brands, Inc.		400		34,384

				240,767

*Household Durables (0.1%)*
Persimmon plc*		300		7,811

*Internet & Catalog Retail (0.1%)*
Rakuten, Inc.		300		5,236

*Leisure Products (0.1%)*
Shimano, Inc.		100		14,225

*Media (1.8%)*
DIRECTV*		200		18,141
DISH Network Corp., Class A*		200		13,532
Omnicom Group, Inc.		200		15,152
ProSiebenSat.1 Media AG (Registered)		200		10,292
Publicis Groupe S.A.		200		16,728
SES S.A.		400		13,995
Shaw Communications, Inc., Class B		400		9,144
Singapore Press Holdings Ltd.		2,000		6,326
Sky plc		600		9,903
Thomson Reuters Corp.		400		16,434
Viacom, Inc., Class B		200		13,890
Walt Disney Co.		200		21,744
WPP plc		800		18,681

				183,962


*Multiline Retail (0.5%)*
Dollar General Corp.		100	$	7,271
Dollar Tree, Inc.*		200		15,282
Macy’s, Inc.		200		12,926
Next plc		160		18,023

				53,502

*Specialty Retail (3.3%)*
AutoZone, Inc.*		100		67,266
Bed Bath & Beyond, Inc.*		200		14,092
Hennes & Mauritz AB, Class B		500		19,867
Home Depot, Inc.		600		64,188
Inditex S.A.		1,000		32,048
L Brands, Inc.		200		17,872
Lowe’s Cos., Inc.		200		13,772
Nitori Holdings Co., Ltd.		100		7,655
O’Reilly Automotive, Inc.*		100		21,783
Ross Stores, Inc.		200		19,776
TJX Cos., Inc.		800		51,632
Tractor Supply Co.		100		8,606
USS Co., Ltd.		400		7,016

				345,573

*Textiles, Apparel & Luxury Goods (1.6%)*
Burberry Group plc		400		10,686
Cie Financiere Richemont S.A. (Registered)		200		17,855
Coach, Inc.		200		7,642
Hanesbrands, Inc.		300		9,324
Hermes International		2		755
Luxottica Group S.p.A.		300		19,789
LVMH Moet Hennessy Louis Vuitton SE		80		13,988
Michael Kors Holdings Ltd.*		100		6,186
NIKE, Inc., Class B		400		39,536
Swatch Group AG		30		13,463
VF Corp.		300		21,729

				160,953

Total Consumer Discretionary				1,269,227

Consumer Staples (18.4%)
*Beverages (4.3%)*
Anheuser-Busch InBev N.V.		400		48,596
Asahi Group Holdings Ltd.		600		19,244
Brown-Forman Corp., Class B		200		18,046
Coca-Cola Amatil Ltd.		300		2,432
Coca-Cola Co.		2,100		85,176
Diageo plc		1,800		49,995
Dr. Pepper Snapple Group, Inc.		200		14,916
Heineken N.V.		200		15,685
Kirin Holdings Co., Ltd.		1,000		13,212
Molson Coors Brewing Co., Class B		200		14,702
Monster Beverage Corp.*		100		13,711
PepsiCo, Inc.		900		85,608
Pernod-Ricard S.A.		200		24,825
SABMiller plc		600		31,790

				437,938

*Food & Staples Retailing (2.9%)*
Aeon Co., Ltd.		300		3,725
Alimentation Couche-Tard, Inc., Class B		300		11,483

See Notes to Financial Statements.

1290 FUNDS

1290 SMARTBETA EQUITY FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2015 (Unaudited)


	Number of Shares		Value (Note 1)

Costco Wholesale Corp.		500	$	71,525
CVS Health Corp.		200		19,858
Kroger Co.		400		27,564
Lawson, Inc.		100		7,158
Seven & i Holdings Co., Ltd.		700		30,143
Sysco Corp.		900		33,327
Wal-Mart Stores, Inc.		900		70,245
Wesfarmers Ltd.		400		13,802
Woolworths Ltd.		600		13,932

				302,762

*Food Products (4.4%)*
Associated British Foods plc		200		8,758
ConAgra Foods, Inc.		300		10,845
General Mills, Inc.		900		49,806
Hershey Co.		200		18,384
Hormel Foods Corp.		200		10,870
J.M. Smucker Co.		100		11,592
Kellogg Co.		400		25,332
Kerry Group plc, Class A		300		22,010
Kraft Foods Group, Inc.		200		16,950
McCormick & Co., Inc. (Non-Voting)		200		15,060
Mead Johnson Nutrition Co.		200		19,184
Mondelez International, Inc., Class A		1,800		69,066
Nestle S.A. (Registered)		1,000		77,980
Unilever N.V. (CVA)		1,200		52,231
Unilever plc		1,000		43,907

				451,975

*Household Products (3.3%)*
Church & Dwight Co., Inc.		200		16,234
Clorox Co.		200		21,220
Colgate-Palmolive Co.		900		60,552
Henkel AG & Co. KGaA (Preference)(q)		300		35,068
Kimberly-Clark Corp.		500		54,845
Procter & Gamble Co.		1,200		95,412
Reckitt Benckiser Group plc		600		53,577
Unicharm Corp.		300		7,525

				344,433

*Personal Products (1.0%)*
Beiersdorf AG		100		8,741
Estee Lauder Cos., Inc., Class A		200		16,258
Kao Corp.		600		28,645
L’Oreal S.A.*		270		51,508

				105,152

*Tobacco (2.5%)*
Altria Group, Inc.		1,500		75,075
British American Tobacco plc		900		49,502
Japan Tobacco, Inc.		600		20,994
Lorillard, Inc.		300		20,958
Philip Morris International, Inc.		700		58,429
Reynolds American, Inc.		500		36,650

				261,608

Total Consumer Staples				1,903,868


Energy (2.7%)
*Oil, Gas & Consumable Fuels (2.7%)*
Chevron Corp.		300	$	33,318
Exxon Mobil Corp.		1,000		87,370
Imperial Oil Ltd.		200		8,815
Royal Dutch Shell plc, Class A		1,600		50,759
Spectra Energy Corp.		800		29,800
Statoil ASA		900		19,059
TransCanada Corp.		900		41,774
Woodside Petroleum Ltd.		100		2,760

Total Energy				273,655

Financials (15.7%)
*Banks (6.7%)*
Australia & New Zealand Banking Group Ltd.		600		16,086
Bank of Montreal		800		52,264
Bank of Nova Scotia		1,200		66,172
Bank of Yokohama Ltd.		2,000		12,716
Canadian Imperial Bank of Commerce		500		40,149
Commonwealth Bank of Australia		300		21,029
DBS Group Holdings Ltd.		1,000		15,895
Fukuoka Financial Group, Inc.		1,000		5,738
Hang Seng Bank Ltd.		900		17,551
HSBC Holdings plc		4,000		39,677
M&T Bank Corp.		100		11,967
Mitsubishi UFJ Financial Group, Inc.		2,800		19,756
Mizuho Financial Group, Inc.		5,100		9,732
National Bank of Canada		500		20,203
Oversea-Chinese Banking Corp., Ltd.		2,000		16,107
PNC Financial Services Group, Inc.		200		18,346
Resona Holdings, Inc.		1,300		6,916
Royal Bank of Canada		1,000		66,399
Shizuoka Bank Ltd.		1,000		11,014
Sumitomo Mitsui Financial Group, Inc.		400		17,443
Svenska Handelsbanken AB, Class A		400		18,400
Swedbank AB, Class A		800		18,588
Toronto-Dominion Bank		1,600		73,867
U.S. Bancorp/Minnesota		1,200		51,444
United Overseas Bank Ltd.		1,000		18,460
Wells Fargo & Co.		500		27,550

				693,469

*Capital Markets (0.5%)*
Franklin Resources, Inc.		300		15,468
Northern Trust Corp.		100		7,315
T. Rowe Price Group, Inc.		200		16,236
UBS Group AG*		800		16,118

				55,137

*Consumer Finance (0.6%)*
American Express Co.		500		38,725
Discover Financial Services		400		23,188

				61,913

See Notes to Financial Statements.

1290 FUNDS

1290 SMARTBETA EQUITY FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2015 (Unaudited)


	Number of Shares		Value (Note 1)

*Diversified Financial Services (1.4%)*
Berkshire Hathaway, Inc., Class B*		500	$	70,605
Deutsche Boerse AG		200		16,674
Hong Kong Exchanges and Clearing Ltd.		400		15,258
McGraw Hill Financial, Inc.		200		20,860
Moody’s Corp.		100		10,752
Singapore Exchange Ltd.		1,000		6,426

				140,575

*Insurance (4.2%)*
AIA Group Ltd.		3,400		22,696
Allstate Corp.		400		27,864
Aon plc		200		19,246
Arch Capital Group Ltd.*		100		6,068
Chubb Corp.		400		39,340
Cincinnati Financial Corp.		200		10,128
Hannover Rueck SE		100		10,219
Insurance Australia Group Ltd.		2,200		10,073
Intact Financial Corp.		200		15,405
Legal & General Group plc		4,000		15,910
Marsh & McLennan Cos., Inc.		800		44,928
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen (Registered)		210		41,211
Progressive Corp.		800		21,328
Prudential plc		1,200		29,946
Sampo Oyj, Class A		600		29,122
Suncorp Group Ltd.		300		3,104
Swiss Reinsurance AG*		200		17,779
T&D Holdings, Inc.		400		5,736
Tokio Marine Holdings, Inc.		300		12,231
Travelers Cos., Inc.		400		40,444
Zurich Insurance Group AG*		50		15,486

				438,264

*Real Estate Investment Trusts (REITs) (1.6%)*
American Tower Corp. (REIT)		300		28,359
British Land Co. plc (REIT)		700		8,924
Dexus Property Group (REIT)		1,200		6,981
GPT Group (REIT)		2,100		7,403
Mirvac Group (REIT)		4,800		7,605
Novion Property Group (REIT)		3,400		6,608
Public Storage (REIT)		100		18,791
Simon Property Group, Inc. (REIT)		300		54,447
Unibail-Rodamco SE (REIT)		50		13,733
Westfield Corp. (REIT)		1,000		7,440

				160,291

*Real Estate Management & Development (0.7%)*
Brookfield Asset Management, Inc., Class A		700		37,695
Daito Trust Construction Co., Ltd.		100		11,616
Daiwa House Industry Co., Ltd.		1,000		22,262
Lend Lease Group		300		3,787

				75,360

Total Financials				1,625,009

Health Care (14.0%)
*Biotechnology (2.0%)*
Actelion Ltd. (Registered)*		100		13,241
Alexion Pharmaceuticals, Inc.*		100		16,923
Amgen, Inc.		300		47,373

Biogen, Inc.*		100	$	37,393
Celgene Corp.*		300		32,418
CSL Ltd.		200		14,357
Gilead Sciences, Inc.*		400		40,204

				201,909

*Health Care Equipment & Supplies (2.5%)*
Baxter International, Inc.		400		27,496
Becton, Dickinson and Co.		300		42,261
C.R. Bard, Inc.		100		16,658
Coloplast A/S, Class B		200		16,332
Edwards Lifesciences Corp.*		100		12,665
Essilor International S.A.		300		36,446
Medtronic plc		700		52,115
St. Jude Medical, Inc.		200		14,010
Stryker Corp.		200		18,448
Sysmex Corp.		100		5,525
Zimmer Holdings, Inc.		100		10,984

				252,940

*Health Care Providers & Services (2.0%)*
Cardinal Health, Inc.		400		33,736
Cigna Corp.		100		12,464
Fresenius SE & Co. KGaA		600		35,818
Henry Schein, Inc.*		100		13,710
Laboratory Corp. of America Holdings*		100		11,956
McKesson Corp.		200		44,680
Ramsay Health Care Ltd.		100		4,926
Sonic Healthcare Ltd.		300		4,704
UnitedHealth Group, Inc.		400		44,560

				206,554

*Life Sciences Tools & Services (0.1%)*
Thermo Fisher Scientific, Inc.		100		12,568

*Pharmaceuticals (7.4%)*
AbbVie, Inc.		500		32,330
Astellas Pharma, Inc.		100		1,557
AstraZeneca plc		300		20,674
Bayer AG (Registered)*		360		52,444
Bristol-Myers Squibb Co.		500		31,865
Daiichi Sankyo Co., Ltd.		700		12,183
Eli Lilly & Co.		1,000		71,870
GlaxoSmithKline plc		2,400		55,524
Johnson & Johnson		1,000		99,200
Merck & Co., Inc.		1,100		65,516
Novartis AG (Registered)		600		61,991
Novo Nordisk A/S, Class B		800		44,812
Otsuka Holdings Co., Ltd.		400		12,605
Pfizer, Inc.		3,000		101,790
Roche Holding AG		200		57,608
Sanofi S.A.		200		20,340
Shire plc		300		24,407

				766,716

Total Health Care				1,440,687

Industrials (13.7%)
*Aerospace & Defense (3.2%)*
Airbus Group N.V.		400		27,777
BAE Systems plc		2,000		15,569
Boeing Co.		300		43,002
General Dynamics Corp.		100		13,732

See Notes to Financial Statements.

1290 FUNDS

1290 SMARTBETA EQUITY FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2015 (Unaudited)


	Number of Shares		Value (Note 1)

Honeywell International, Inc.		400	$	40,368
Lockheed Martin Corp.		300		55,980
Northrop Grumman Corp.		200		30,808
Raytheon Co.		300		31,200
Rockwell Collins, Inc.		100		9,733
Safran S.A.		200		14,598
Singapore Technologies Engineering Ltd.		2,000		5,462
United Technologies Corp.		400		45,500

				333,729

*Air Freight & Logistics (0.9%)*
Deutsche Post AG (Registered)		800		26,541
United Parcel Service, Inc., Class B		600		60,318
Yamato Holdings Co., Ltd.		100		2,230

				89,089

*Building Products (0.5%)*
Assa Abloy AB, Class B		400		23,123
Daikin Industries Ltd.		200		13,464
Geberit AG (Registered)		50		17,814

				54,401

*Commercial Services & Supplies (0.9%)*
Brambles Ltd.		1,000		8,543
Cintas Corp.		100		7,995
Republic Services, Inc.		300		12,189
Secom Co., Ltd.		300		21,209
Stericycle, Inc.*		100		13,343
Waste Management, Inc.		600		29,718

				92,997

*Electrical Equipment (0.8%)*
Emerson Electric Co.		500		29,415
Legrand S.A.		300		17,332
Mitsubishi Electric Corp.		1,000		12,960
Rockwell Automation, Inc.		100		11,860
Schneider Electric SE		200		14,914

				86,481

*Industrial Conglomerates (1.3%)*
3M Co.		300		46,917
Danaher Corp.		200		16,376
Hutchison Whampoa Ltd.		1,000		14,753
Roper Technologies, Inc.		100		16,817
Siemens AG (Registered)		300		32,837
Smiths Group plc		400		7,008

				134,708

*Machinery (1.4%)*
Atlas Copco AB, Class A		700		21,848
Cummins, Inc.		100		13,826
Deere & Co.		200		18,104
FANUC Corp.		100		21,872
Komatsu Ltd.		300		6,025
Kone Oyj, Class B		300		12,931
Kubota Corp.		1,000		15,516
Makita Corp.		100		5,009
SMC Corp.		100		30,096

				145,227


*Professional Services (0.8%)*
Adecco S.A. (Registered)*		200	$	16,397
Capita plc		500		8,751
Equifax, Inc.		100		9,693
Experian plc		1,000		17,879
SGS S.A. (Registered)		7		13,622
Verisk Analytics, Inc., Class A*		200		15,008

				81,350

*Road & Rail (2.6%)*
Aurizon Holdings Ltd.		3,000		11,478
Canadian National Railway Co.		900		58,110
Canadian Pacific Railway Ltd.		100		19,066
Central Japan Railway Co.		100		17,742
ComfortDelGro Corp., Ltd.		3,000		6,955
East Japan Railway Co.		300		26,486
Hankyu Hanshin Holdings, Inc.		1,000		6,033
Keio Corp.		1,000		7,708
MTR Corp., Ltd.		2,500		12,306
Nagoya Railroad Co., Ltd.		1,000		3,950
Odakyu Electric Railway Co., Ltd.		1,000		10,047
Tobu Railway Co., Ltd.		2,000		9,523
Union Pacific Corp.		600		63,738
West Japan Railway Co.		300		16,612

				269,754

*Trading Companies & Distributors (1.2%)*
Brenntag AG		200		12,080
Bunzl plc		600		16,902
Fastenal Co.		200		8,524
ITOCHU Corp.		1,800		22,174
Marubeni Corp.		2,000		12,408
Mitsubishi Corp.		100		2,162
Mitsui & Co., Ltd.		100		1,400
Toyota Tsusho Corp.		200		5,140
W.W. Grainger, Inc.		100		24,843
Wolseley plc		200		11,860

				117,493

*Transportation Infrastructure (0.1%)*
Abertis Infraestructuras S.A.		700		12,903

Total Industrials				1,418,132

Information Technology (8.7%)
*Communications Equipment (0.8%)*
Cisco Systems, Inc.		1,300		37,479
Motorola Solutions, Inc.		200		11,950
QUALCOMM, Inc.		500		34,000

				83,429

*Electronic Equipment, Instruments & Components (0.4%)*
Amphenol Corp., Class A		300		16,611
Hoya Corp.		400		15,438
Omron Corp.		200		9,181

				41,230

*Internet Software & Services (0.2%)*
Google, Inc., Class A*		30		16,463
Yahoo! Japan Corp.		1,300		5,323

				21,786

See Notes to Financial Statements.

1290 FUNDS

1290 SMARTBETA EQUITY FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2015 (Unaudited)


	Number of Shares		Value (Note 1)

*IT Services (3.2%)*
Accenture plc, Class A		400	$	37,060
Amadeus IT Holding S.A., Class A		400		18,260
Automatic Data Processing, Inc.		600		50,724
Cognizant Technology Solutions Corp., Class A*		400		23,416
Fidelity National Information Services, Inc.		200		12,498
Fiserv, Inc.*		300		23,280
International Business Machines Corp.		400		68,516
MasterCard, Inc., Class A		500		45,105
Paychex, Inc.		500		24,195
Visa, Inc., Class A		400		26,420

				329,474

*Semiconductors & Semiconductor Equipment (1.1%)*
Analog Devices, Inc.		200		12,368
ARM Holdings plc		1,200		20,398
ASML Holding N.V.		200		21,475
Avago Technologies Ltd.		200		23,376
Linear Technology Corp.		200		9,226
Skyworks Solutions, Inc.		100		9,225
Texas Instruments, Inc.		400		21,684

				117,752

*Software (2.1%)*
Dassault Systemes S.A.		200		15,421
Intuit, Inc.		400		40,132
Microsoft Corp.		1,400		68,096
Oracle Corp.		1,000		43,620
SAP SE		600		45,775

				213,044

*Technology Hardware, Storage & Peripherals (0.9%)*
Apple, Inc.		500		62,575
Canon, Inc.		200		7,137
EMC Corp.		300		8,073
Western Digital Corp.		100		9,774

				87,559

Total Information Technology				894,274

Materials (4.5%)
*Chemicals (4.2%)*
Air Liquide S.A.		300		39,278
Asahi Kasei Corp.		2,000		18,773
BASF SE		100		10,032
E.I. du Pont de Nemours & Co.		500		36,600
Ecolab, Inc.		300		33,594
Givaudan S.A. (Registered)*		9		16,951
International Flavors & Fragrances, Inc.		100		11,475
Johnson Matthey plc		200		10,250
Linde AG		140		27,436
LyondellBasell Industries N.V., Class A		200		20,704
Monsanto Co.		300		34,188
Novozymes A/S, Class B		400		18,455
Potash Corp. of Saskatchewan, Inc.		300		9,797
PPG Industries, Inc.		100		22,156
Praxair, Inc.		400		48,772

Sherwin-Williams Co.		100	$	27,800
Shin-Etsu Chemical Co., Ltd.		200		12,242
Symrise AG		200		12,221
Syngenta AG (Registered)		50		16,808
Toray Industries, Inc.		1,000		8,655

				436,187

*Containers & Packaging (0.3%)*
Amcor Ltd.		1,500		15,962
Ball Corp.		200		14,682

				30,644

Total Materials				466,831

Telecommunication Services (2.6%)
*Diversified Telecommunication Services (2.0%)*
AT&T, Inc.		1,300		45,032
BCE, Inc.		400		17,635
BT Group plc		4,000		27,949
Nippon Telegraph & Telephone Corp.		300		20,220
Singapore Telecommunications Ltd.		7,000		23,390
Swisscom AG (Registered)		30		17,901
Telenor ASA		900		20,318
TeliaSonera AB		3,000		18,658
Telstra Corp., Ltd.		3,400		16,719

				207,822

*Wireless Telecommunication Services (0.6%)*
KDDI Corp.		600		14,178
NTT DOCOMO, Inc.		1,400		24,878
Rogers Communications, Inc., Class B		400		14,289
SoftBank Corp.		100		6,250

				59,595

Total Telecommunication Services				267,417

Utilities (5.8%)
*Electric Utilities (2.8%)*
American Electric Power Co., Inc.		400		22,748
CLP Holdings Ltd.		2,000		17,520
Duke Energy Corp.		400		31,028
Eversource Energy		300		14,628
NextEra Energy, Inc.		500		50,465
Power Assets Holdings Ltd.		500		5,051
PPL Corp.		700		23,821
Southern Co.		1,200		53,160
SSE plc		1,200		28,425
Terna Rete Elettrica Nazionale S.p.A.		3,000		14,120
Xcel Energy, Inc.		700		23,737

				284,703

*Gas Utilities (0.5%)*
Hong Kong & China Gas Co., Ltd.		4,000		9,542
Osaka Gas Co., Ltd.		3,000		12,728
Snam S.p.A.		3,000		15,631
Tokyo Gas Co., Ltd.		3,000		17,236

				55,137

See Notes to Financial Statements.

1290 FUNDS

1290 SMARTBETA EQUITY FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2015 (Unaudited)


	Number of Shares		Value (Note 1)

*Multi-Utilities (2.2%)*
AGL Energy Ltd.		600	$	7,195
CMS Energy Corp.		300		10,179
Consolidated Edison, Inc.		300		18,465
Dominion Resources, Inc.		800		57,344
DTE Energy Co.		200		15,926
National Grid plc		3,000		40,335
NiSource, Inc.		400		17,368
Public Service Enterprise Group, Inc.		300		12,462
Sempra Energy		300		31,851
Wisconsin Energy Corp.		300		14,736

				225,861

*Water Utilities (0.3%)*
American Water Works Co., Inc.		200		10,904
Severn Trent plc		300		9,768
United Utilities Group plc		600		8,930

				29,602

Total Utilities				595,303

Total Investments (98.4%) (Cost $9,874,850)				10,154,403
Other Assets Less Liabilities (1.6%)				168,920

Net Assets (100%)			$	10,323,323

*	Non-income producing.

(q)

Preference Shares are a special type of equity investment that shares in the earnings of the company, has limited voting rights, and receives a greater dividend than applicable Common Shares.

Glossary:

CVA

— Dutch Certification


Country Diversification As a Percentage of Total Net Assets
Australia	2.1	%
Belgium	0.5
Bermuda	0.1
Canada	5.5
Denmark	0.8
Finland	0.4
France	3.1
Germany	4.2
Hong Kong	1.1
Ireland	1.5
Italy	0.5
Japan	8.5
Luxembourg	0.1
Macau	0.0	#
Netherlands	0.8
Norway	0.4
Singapore	1.2
Spain	0.6
Sweden	1.2
Switzerland	3.9
United Kingdom	7.9
United States	54.0
Cash and Other	1.6

	100.0	%

#	Percent shown is less than 0.05%.

The following is a summary of the inputs used to value the Fund’s assets and liabilities carried at fair value as of April 30, 2015:

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:



Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Assets:
Common Stocks
Consumer Discretionary	$	770,243	$	498,984	$	—	$	1,269,227
Consumer Staples		1,168,883		734,985		—		1,903,868
Energy		201,077		72,578		—		273,655
Financials		995,553		629,456		—		1,625,009
Health Care		945,193		495,494		—		1,440,687
Industrials		746,183		671,949		—		1,418,132

See Notes to Financial Statements.

1290 FUNDS

1290 SMARTBETA EQUITY FUND

PORTFOLIO OF INVESTMENTS (Continued)

April 30, 2015 (Unaudited)



Investment Type	Level 1 Quoted Prices in Active Markets for Identical Securities		Level 2 Significant Other Observable Inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)		Level 3 Significant Unobservable Inputs (including the Fund’s own assumptions in determining the fair value of investments)		Total
Information Technology	$	735,866	$	158,408	$	—	$	894,274
Materials		259,768		207,063		—		466,831
Telecommunication Services		76,956		190,461		—		267,417
Utilities		408,822		186,481		—		595,303

Total Assets	$	6,308,544	$	3,845,859	$	—	$	10,154, 403

Total Liabilities	$	—	$	—	$	—	$	—

Total	$	6,308,544	$	3,845,859	$	—	$	10,154,403

There were no transfers between Levels 1, 2 or 3 during the period ended April 30, 2015.

The Fund held no derivatives contracts during the period ended April 30, 2015.

Investment security transactions for the period ended April 30, 2015 were as follows:


Cost of Purchases:
Long-term investments other than U.S. government debt securities	$	11,401,447
Net Proceeds of Sales and Redemptions:
Long-term investments other than U.S. government debt securities	$	1,496,226

As of April 30, 2015, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investments for Federal income tax purposes was as follows:


Aggregate gross unrealized appreciation	$	507,850
Aggregate gross unrealized depreciation		(228,297	)

Net unrealized appreciation	$	279,553

Federal income tax cost of investments	$	9,874,850

See Notes to Financial Statements.

1290 FUNDS

1290 SMARTBETA EQUITY FUND

STATEMENT OF ASSETS AND LIABILITIES

April 30, 2015 (Unaudited)


ASSETS
Investments at value (Cost $9,874,850)	$	10,154,403
Cash		21,002
Foreign cash (Cost $70,314)		70,893
Deferred offering cost		73,509
Dividends, interest and other receivables		22,842
Receivable from investment adviser		16,655
Other assets		126

Total assets		10,359,430

LIABILITIES
Transfer agent fees payable		4,758
Distribution fees payable – Class R		1,275
Distribution fees payable – Class A		639
Accrued expenses		29,435

Total liabilities		36,107

NET ASSETS	$	10,323,323

Net assets were comprised of:
Paid in capital	$	10,056,270
Accumulated undistributed net investment income (loss)		24,686
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(38,005	)
Net unrealized appreciation (depreciation) on investments and foreign currency translations		280,372

Net assets	$	10,323,323

Class A
Net asset value and redemption price per share, $3,094,965 / 301,431 shares outstanding (unlimited amount authorized: $0.001 par value)	$	10.27
Maximum sales charge (5.50% of offering price)		0.60

Maximum offering price per share	$	10.87

Class C**
Net asset value and redemption price per share, $1,030,995 / 100,332 shares outstanding (unlimited amount authorized: $0.001 par value)	$	10.28
Maximum sales charge (1.00% of offering price)		0.10

Maximum offering price per share	$	10.38

Class I
Net asset value and redemption price per share, $3,111,510 / 302,798 shares outstanding (unlimited amount authorized: $0.001 par value)	$	10.28

Class R
Net asset value and redemption price per share, $3,085,853 / 300,787 shares outstanding (unlimited amount authorized: $0.001 par value)	$	10.26

*	The Fund commenced operations on November 12, 2014.

**	Class C shares currently are not offered for sale.

STATEMENT OF OPERATIONS

For the Period Ended April 30, 2015* (Unaudited)


INVESTMENT INCOME
Dividends (net of $6,408 foreign withholding tax)	$	117,221
Interest		72

Total income		117,293

EXPENSES
Offering costs		63,382
Professional fees		41,347
Investment advisory fees		33,046
Administrative fees		20,972
Custodian fees		17,235
Transfer agent fees		8,525
Distribution fees – Class R		7,066
Printing and mailing expenses		5,501
Distribution fees – Class C		4,716
Distribution fees – Class A		3,538
Trustees’ fees		2,098
Registration and filing fees		787
Organizational costs		544
Miscellaneous		5,147

Gross expenses		213,904
Less: Waiver from investment adviser		(54,018	)
Waiver from distributor		(4,716	)
Reimbursement from investment adviser		(92,623	)

Net expenses		62,547

NET INVESTMENT INCOME (LOSS)		54,746

REALIZED AND UNREALIZED GAIN (LOSS)
Realized gain (loss) on:
Investments		(30,356	)
Foreign currency transactions		(7,649	)

Net realized gain (loss)		(38,005	)

Change in unrealized appreciation (depreciation) on:
Investments		279,553
Foreign currency translations		819

Net change in unrealized appreciation (depreciation)		280,372

NET REALIZED AND UNREALIZED GAIN (LOSS)		242,367

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	297,113

See Notes to Financial Statements.

1290 FUNDS

1290 SMARTBETA EQUITY FUND

STATEMENT OF CHANGES IN NET ASSETS


	*November 12, 2014 to April 30, 2015 (Unaudited)**
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	54,746
Net realized gain (loss) on investments and foreign currency transactions		(38,005	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency translations		280,372

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		297,113

DIVIDENDS:
Dividends from net investment income
Class A		(8,917	)
Class C**		(3,310	)
Class I		(9,973	)
Class R		(7,860	)

TOTAL DIVIDENDS :		(30,060	)

CAPITAL SHARES TRANSACTIONS:
Class A
Capital shares sold [ 300,538 shares]		3,005,500
Capital shares issued in reinvestment of dividends [ 893 shares]		8,917
Capital shares repurchased [ (3,000) shares]		(29,250	)

Total Class A transactions		2,985,167

Class C**
Capital shares sold [ 100,000 shares]		1,000,000
Capital shares issued in reinvestment of dividends [ 332 shares]		3,310
Capital shares repurchased [ (1,000) shares]		(9,760	)

Total Class C transactions		993,550

Class I
Capital shares sold [ 301,798 shares]		3,018,250
Capital shares issued in reinvestment of dividends [ 1,000 shares]		9,973
Capital shares repurchased [ (3,000) shares]		(29,280	)

Total Class I transactions		2,998,943

Class R
Capital shares sold [ 300,000 shares]		3,000,000
Capital shares issued in reinvestment of dividends [ 787 shares]		7,860
Capital shares repurchased [ (3,000) shares]		(29,250	)

Total Class R transactions		2,978,610

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS		9,956,270

TOTAL INCREASE (DECREASE) IN NET ASSETS		10,223,323
Beginning of period		100,000

End of period (a)	$	10,323,323

(a) Includes accumulated undistributed (overdistributed) net investment income (loss) of	$	24,686

* The Fund commenced operations on November 12, 2014. ** Class C shares currently are not offered for sale.

See Notes to Financial Statements.

1290 FUNDS

1290 SMARTBETA EQUITY FUND

FINANCIAL HIGHLIGHTS


Class A	*November 12, 2014 to** April 30, 2015 (Unaudited)
Net asset value, beginning of period	$	10.00

Income (loss) from investment operations:
Net investment income (loss) (e)		0.06
Net realized and unrealized gain (loss) on investments and foreign currency transactions		0.24

Total from investment operations		0.30

Less distributions:
Dividends from net investment income		(0.03	)

Net asset value, end of period	$	10.27

Total return (b)		3.01	%

Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	3,095
Ratio of expenses to average net assets:
After waivers and reimbursements (a)		1.35	%
Before waivers and reimbursements (a)		4.24	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)		1.13	%(l)
Before waivers and reimbursements (a)		(1.76	)%(l)
Portfolio turnover rate (z)^		15	%

Class C**	*November 12, 2014 to** April 30, 2015 (Unaudited)
Net asset value, beginning of period	$	10.00

Income (loss) from investment operations:
Net investment income (loss) (e)		0.07
Net realized and unrealized gain (loss) on investments and foreign currency transactions		0.24

Total from investment operations		0.31

Less distributions:
Dividends from net investment income		(0.03	)

Net asset value, end of period	$	10.28

Total return (b)		3.14	%

Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	1,031
Ratio of expenses to average net assets:
After waivers and reimbursements (a)		1.10	%
Before waivers and reimbursements (a)		4.99	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)		1.38	%(l)
Before waivers and reimbursements (a)		(2.51	)%(l)
Portfolio turnover rate (z)^		15	%

See Notes to Financial Statements.

1290 FUNDS

1290 SMARTBETA EQUITY FUND

FINANCIAL HIGHLIGHTS (Continued)


Class I	*November 12, 2014 to** April 30, 2015 (Unaudited)
Net asset value, beginning of period	$	10.00

Income (loss) from investment operations:
Net investment income (loss) (e)		0.07
Net realized and unrealized gain (loss) on investments and foreign currency transactions		0.24

Total from investment operations		0.31

Less distributions:
Dividends from net investment income		(0.03	)

Net asset value, end of period	$	10.28

Total return (b)		3.14	%

Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	3,112
Ratio of expenses to average net assets:
After waivers and reimbursements (a)		1.10	%
Before waivers and reimbursements (a)		3.99	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)		1.38	%(l)
Before waivers and reimbursements (a)		(1.51	)%(l)
Portfolio turnover rate (z)^		15	%

Class R	*November 12, 2014 to** April 30, 2015 (Unaudited)
Net asset value, beginning of period	$	10.00

Income (loss) from investment operations:
Net investment income (loss) (e)		0.04
Net realized and unrealized gain (loss) on investments and foreign currency transactions		0.25

Total from investment operations		0.29

Less distributions:
Dividends from net investment income		(0.03	)

Net asset value, end of period	$	10.26

Total return (b)		2.87	%

Ratios/Supplemental Data:
Net assets, end of period (000’s)	$	3,086
Ratio of expenses to average net assets:
After waivers and reimbursements (a)		1.60	%
Before waivers and reimbursements (a)		4.49	%
Ratio of net investment income (loss) to average net assets:
After waivers and reimbursements (a)		0.88	%(l)
Before waivers and reimbursements (a)		(2.01	)%(l)
Portfolio turnover rate (z)^		15	%

*	The Fund commenced operations on November 12, 2014.

**	Class C shares currently are not offered for sale.

^	Portfolio turnover rate excludes derivatives, if any.

(a)

Ratios for periods less than one year are annualized.

(b)

Total returns for periods less than one year are not annualized.

(e)

Net investment income (loss) per share is based on average shares outstanding.

(l)

The annualized ratio of net investment income to average net assets may not be indicative of operating results for a full year.

(z)

Portfolio turnover rate for periods less than one year is not annualized.

See Notes to Financial Statements.

1290 FUNDS

NOTES TO FINANCIAL STATEMENTS

April 30, 2015 (Unaudited)

Note 1

Organization and Significant Accounting Policies

1290 Funds (the “Trust”) was organized as a Delaware statutory trust on March 1, 2013 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company with three diversified funds (each a “Fund” and collectively, the “Funds”). The investment adviser to each Fund is AXA Equitable Funds Management Group, LLC d/b/a 1290 Asset Managers^® (“1290 Asset Managers^®” or “FMG LLC” or the “Adviser”), a wholly-owned subsidiary of AXA Equitable Life Insurance Company (“AXA Equitable”).

The total amount of seed capital at the Funds’ commencement of operations is listed below:


Funds	Class	Seed capital
1290 GAMCO Small/Mid Cap Value	Class A	$	780,000
1290 GAMCO Small/Mid Cap Value	Class C		260,000
1290 GAMCO Small/Mid Cap Value	Class I		780,000
1290 GAMCO Small/Mid Cap Value	Class R		780,000
1290 High Yield Bond	Class A		9,030,000
1290 High Yield Bond	Class C		3,010,000
1290 High Yield Bond	Class I		9,030,000
1290 High Yield Bond	Class R		9,030,000
1290 SmartBeta Equity	Class A		3,030,000
1290 SmartBeta Equity	Class C		1,010,000
1290 SmartBeta Equity	Class I		3,030,000
1290 SmartBeta Equity	Class R		3,030,000

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Trust enters into contracts with vendors and others that provide for general indemnifications. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust. However, based on experience, the Trust and management expect the risk of loss to be remote.

Each of the investment sub-advisers (each a “Sub-Adviser”) independently chooses and maintains a portfolio of securities for its Fund.

The Trust issues four classes of shares, Class A, Class C, Class I and Class R on behalf of the following three Funds: 1290 GAMCO Small/Mid Cap Value Fund, 1290 High Yield Bond Fund and 1290 SmartBeta Equity Fund. Class C shares currently are not offered for sale.

The Class A, Class C and Class R shares are subject to distribution fees imposed under distribution plans (“Distribution Plans”) adopted pursuant to Rule 12b-1 under the 1940 Act. Under the Trust’s multiple-class distribution system, all four classes of shares have identical voting, dividend, liquidation and other rights, other than the payment of distribution fees under the applicable Distribution Plan.

Additionally, Class A shares are sold at a maximum front-end sales charge of up to 4.50% for 1290 High Yield Bond Fund and up to 5.50% for 1290 GAMCO Small/Mid Cap Value Fund and 1290 SmartBeta Equity Fund. Class A shares sold without a front-end sales charge are subject to a contingent deferred sales charge (“CDSC”) of 1% of the lesser of net asset value of the redeemed shares at the time of purchase or the net asset value of the redeemed shares at the time of redemption, if redeemed within 12 months of purchase. Class C shares are subject to a CDSC of 1% of the lesser of net asset value of the redeemed shares at the time of purchase or the net asset value of the redeemed shares at the time of redemption, if redeemed within 12 months of purchase.

1290 High Yield Bond Fund shares are subject to a 2.00% redemption fee on all classes.

The investment objectives of each Fund are as follows:

1290 GAMCO Small/Mid Cap Value Fund (sub-advised by GAMCO Asset Management, Inc.) — Seeks to maximize capital appreciation.

1290 FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2015 (Unaudited)

1290 High Yield Bond Fund (sub-advised by AXA Investment Managers, Inc., an affiliate of 1290 Asset Managers) — Seeks to maximize current income.

1290 SmartBeta Equity Fund (sub-advised by AXA Rosenberg Investment Management LLC, an affiliate of 1290 Asset Managers) — Seeks to achieve long-term capital appreciation.

The following is a summary of the significant accounting policies of the Trust:

The preparation of financial statements in accordance with United States of America generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates. The Funds are investment companies and, accordingly, follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standards Codification Topic 946 — Investment Companies, which is part of U.S. GAAP.

Valuation:

Equity securities (including securities issued by exchange-traded funds (“ETFs”)) listed on national securities exchanges are valued at the last sale price or official closing price on the date of valuation or, if there is no sale or official closing price, at the latest available bid price. Securities listed on the NASDAQ stock market will be valued using the NASDAQ Official Closing Price (“NOCP”). Generally, the NOCP will be the last sale price unless the reported trade for the security is outside the range of the bid/ask price. In such cases, the NOCP will be normalized to the nearer of the bid or ask price. Other unlisted stocks are valued at their last sale price or official closing price, or if there is no such price, at a bid price estimated by a broker.

Corporate bonds and notes may be valued on the basis of prices provided by a pricing service when such prices are believed to reflect the fair value of such securities. The pricing service may utilize many factors in making evaluations, trading in similar groups of securities and any developments related to specific securities. However, when such prices are not available, such bonds and notes are valued at a bid price estimated by a broker.

Forward foreign exchange contracts are valued by interpolating between the forward and spot currency rates as quoted by a pricing service as of a designated hour on the valuation date. The pricing service may utilize data such as actual trading information and foreign currency exchange rates gathered from leading market makers and foreign currency exchange trading centers throughout the world in making evaluations.

During the period ended April 30, 2015, the 1290 GAMCO Small/Mid Cap Value Fund held forward foreign currency contracts to either gain exposure to certain currencies, or enter into an economic hedge against changes in the values of securities held in the Fund, that do not qualify for hedge accounting under Accounting Standards Codification (“ASC”) 815. The Statement of Operations for each Fund reflects realized gains or losses, if any, in forward currency transactions and unrealized gains or losses in forward currency exchange transactions. Further information on the impact of these positions on the Funds’ financial statements can be found in the Statement of Operations and Portfolio of Investments for each Fund.

If market quotations are not readily available for a security or other financial instruments, such securities and instruments shall be referred to the Trust’s Valuation Committee (“Committee”), who will value the assets in good faith pursuant to procedures (“Pricing Procedures”) adopted by the Board of Trustees of the Trust (the “Board”).

The Board is responsible for ensuring that appropriate valuation methods are used to price securities for the Funds. The Board has delegated the responsibility of calculating the NAVs of the Funds and classes pursuant to these Pricing Procedures to the Trust’s administrator, FMG LLC (in its capacity as administrator, the “Administrator”). The Administrator has entered into a sub-administration agreement with JPMorgan Chase Bank, N.A. (the “Sub-Administrator”) to assist in performing certain of the duties described herein. The Committee determines the value of the Trust’s securities and assets for which market quotations are not readily available or for which valuation cannot otherwise be provided in accordance with procedures adopted by the Board. The Committee is comprised of senior employees from FMG LLC.

1290 FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2015 (Unaudited)

Due to the inherent uncertainty of valuations of such securities, the fair value may differ significantly from the values that would have been used had a ready market for such securities existed.

Various inputs are used in determining the value of the Trust’s assets or liabilities carried at fair value. These inputs are summarized in three broad levels below:

•

Level 1 - quoted prices in active markets for identical assets

•

Level 2 - other significant observable inputs (including quoted prices of similar securities, interest rates, prepayment speeds, credit risk, etc.)

•

Level 3 - significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

A summary of inputs used to value each Fund’s assets and liabilities carried at fair value as of April 30, 2015 is included in the Portfolios of Investments. Changes in valuation techniques may result in transfers in or out of an investment’s assigned level. The Funds’ policy is to recognize transfers into and transfers out of the valuation levels as of the end of the reporting period. Transfers between levels are included after the Summary of Level 1, Level 2 and Level 3 inputs, following the Portfolio of Investments for each Fund. Transfers between levels may be due to a decline or an increase in market activity (e.g., frequency of trades), which may result in a lack of, or increase in, available market inputs to determine price.

Transfers into and transfers out of Level 3, if material, are included in the Level 3 reconciliation following the Portfolio of Investments for each Fund.

The inputs or methodology used to value securities are not necessarily an indication of the risk associated with investing in those securities. An investment’s level within the fair value hierarchy is based on the lowest level of any input, both individually and in aggregate, that is significant to the fair value measurement.

The Committee meets and reviews reports based on the valuation technique used to value each particular Level 3 security. In connection with this review, the Committee obtains, when available, updates from its pricing vendors and Sub-Advisers for each fair valued security. For example, with respect to model driven prices, the Committee receives a report regarding a review and recalculation of pricing models and related discounts. For securities valued based on broker quotes, the Committee evaluates variances between existing broker quotes and any alternative broker quotes provided by a Sub-Adviser or other pricing source.

To substantiate unobservable inputs used in fair valuation, the Secretary of the Committee performs an independent verification and additional research for all fair value notifications received from its pricing agent. Among other factors, particular areas of focus include: description of security, historical pricing, intra-day price movement, last trade information, corporate actions, related securities, any available company news and announcements, any available trade data and actions taken by other clients of the pricing vendor. The Committee also notes the materiality of holdings and price changes on a Fund’s NAV.

The Committee reviews and considers changes in value for all fair valued securities that have occurred since the last review.

Pursuant to procedures approved by the Board, events or circumstances affecting the values of portfolio securities that occur between the closing of their principal markets and the time the net asset value is determined may be reflected in the Trust’s calculation of NAV for each applicable Fund when the Adviser deems that the particular event or circumstance would materially affect such Fund’s NAV. The value and percentage, based on Total Investments, of the investments that applied these procedures on April 30, 2015 are as follows:


Funds:	Market Value:		Percentage of Total Investments
1290 GAMCO Small/Mid Cap Value	$	406,321		13.4	%
1290 SmartBeta Equity		3,845,859		37.9

1290 FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2015 (Unaudited)

Security Transactions and Investment Income:

Securities transactions are recorded on the trade date net of brokerage fees, commissions, and transfer fees. Dividend income (net of withholding tax) and distributions to shareholders are recorded on the ex-dividend date, except that certain dividends from foreign securities, if any, are recognized as soon as the Fund is informed of the ex-dividend date. Interest income (including amortization of premium and accretion of discount on long-term securities using the effective yield method) and interest expense are accrued daily. The Trust records paydown gains and losses realized on prepayments received on mortgage-backed securities as an adjustment to interest income.

The Funds record distributions received in excess of income from underlying investments as a reduction of cost of investments and/or realized gain. Such amounts are based on estimates if actual amounts are not available and actual amounts of income, realized gain and return of capital may differ from the estimated amounts. The Funds adjust the estimated amounts of components of distributions (and consequently its net investment income) as necessary once the issuers provide information about the actual composition of the distributions.

Realized gains and losses on the sale of investments are computed on the basis of the first in/first out method of the investments sold. Unrealized appreciation (depreciation) on investments and foreign currency denominated assets and liabilities, if any, is presented net of deferred taxes on unrealized gains in the Statements of Assets and Liabilities for the Funds.

Allocation of Expenses and Income:

Expenses attributable to a single Fund or class are charged to that Fund or class. Expenses of the Trust not attributable to a single Fund or class are charged to each Fund or class in proportion to the average net assets of each Fund or other appropriate allocation methods. Offering and Organizational costs incurred during the period ended October 31, 2014 by the Funds shown below were:


Offering costs Funds	Amount
1290 GAMCO Small/Mid Cap Value	$	112,451
1290 High Yield Bond		112,451
1290 SmartBeta Equity		112,452

Organizational costs Funds	Amount
1290 GAMCO Small/Mid Cap Value	$	117,416
1290 High Yield Bond		117,416
1290 SmartBeta Equity		117,417

Additionally, the Funds had Offering costs and Organizational costs during the six months ended April 30, 2015 are as follows:


Offering costs Funds	Amount
1290 GAMCO Small/Mid Cap Value	$	24,398
1290 High Yield Bond		24,875
1290 SmartBeta Equity		24,439

Organizational costs Funds	Amount
1290 GAMCO Small/Mid Cap Value	$	544
1290 High Yield Bond		544
1290 SmartBeta Equity		544

Offering costs incurred in connection with the offering of shares of the Funds will be amortized on a straight line basis over 12 months from the date of the Funds commencement of public offering of shares. Organizational expenses, incurred prior to the Funds’ commencement of the public offering of shares, during the period ended October 31, 2014 were payable by the Advisor and have been fully expensed.

1290 FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2015 (Unaudited)

All income earned and expenses incurred by each Fund are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Fund represented by the daily net assets of such class, except for distribution fees which are charged on a class-specific basis.

Foreign Currency Valuation:

The books and records of the Trust are kept in U.S. dollars. Foreign currency amounts are translated into U.S. dollars at current exchange rates at the following dates:

(i) market value of investment securities, other assets and liabilities — at the valuation date.

(ii) purchases and sales of investment securities, income and expenses — at the date of such transactions.

The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

Net currency gains or losses realized and unrealized as a result of differences between interest or dividends, withholding taxes, security payables/receivables, forward foreign currency exchange contracts and foreign cash recorded on a Fund’s books and the U.S. dollar equivalent amount actually received or paid are presented under foreign currency transactions and foreign currency translations in the realized and unrealized gains and losses section, respectively, of the Statements of Operations of the Funds. Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from forward foreign currency contracts, disposition of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on a Fund’s books and the U.S. dollar equivalent of amounts actually received or paid.

Taxes:

The Trust intends to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies (“RICs”) and to distribute substantially all of its net investment income and net realized capital gains to shareholders of each Fund. Therefore, no Federal income tax provision is required.

Dividends from net investment income, if any, are declared and distributed at least annually for all Funds (1290 High Yield Bond Fund declares and distributes monthly). Dividends from net realized short-term and long-term capital gains are declared and distributed at least annually to the shareholders of the Funds to which such gains are attributable. All distributions are calculated on a tax basis and, as such, the amounts may differ from financial statement investment income and realized gains.

Under the Regulated Investment Company Modernization Act of 2010 (the “RIC Mod Act”), net capital losses recognized by the Funds may get carried forward indefinitely, and retain their character as short-term and/or long term losses. Net capital losses that will be carried forward, if any, are presented in the Portfolios of Investments of the Funds.

Accounting for Derivative Instruments:

Following is a description of how and why the Funds use derivative instruments, the type of derivatives utilized by the Funds during the reporting period, as well as the primary underlying risk exposures related to each instrument type. Derivatives accounted for as hedging instruments must be disclosed separately from those that do not qualify for hedge accounting. Even though the Funds may use derivatives in an attempt to achieve an economic hedge, the Fund’s derivatives may not be accounted for as hedging instruments because the Funds account for their derivatives at fair value and record any changes in fair value in current period earnings. All open derivative positions at

1290 FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2015 (Unaudited)

period end are reflected on each respective Fund’s Portfolio of Investments. The volume of derivative activity, based on month-end notional amounts during the period is also noted in each respective Funds’s Portfolio of Investments.

The Funds may be exposed to foreign currency risks associated with portfolio investments. During the reporting period, the Funds entered into certain forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date to hedge or otherwise manage these exposures. Unrealized gains or losses on forward foreign currency exchange contracts are recorded by the Funds on a daily basis and realized gains or losses are recorded on the settlement date of a contract.

A Fund may purchase foreign currency on a spot (or cash) basis. In addition, a Fund may enter into contracts to purchase or sell foreign currencies at a future date (“forward contracts”). A forward foreign currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. Daily fluctuations in the value of such contracts are recognized as unrealized appreciation or depreciation by “marking to market”. The gain or loss arising from the difference between the original contracts and the closing of such contracts is included in realized gains or losses from foreign currency transactions in the Statements of Operations of the Funds. The Sub-Advisers may engage in these forward contracts to protect against uncertainty in the level of future exchange rates in connection with the purchase and sale of portfolio securities (“transaction hedging”) and to protect the value of specific portfolio positions (“position hedging”). The Funds also buy forward foreign currency exchange contracts to gain exposure to currencies. The Funds are subject to off-balance sheet risk to the extent of the value of the contracts for purchase of foreign currency and in an unlimited amount for sales of foreign currency.

For financial reporting purposes, the Funds do not offset financial assets and financial liabilities that are subject to master netting arrangements or similar agreements on the Statements of Assets and Liabilities.

Note 2

Agreements

The Trust, on behalf of each Fund, has entered into an Investment Advisory Agreement (the “Advisory Agreement”) with the Adviser. Pursuant to the Advisory Agreement, the Adviser supervises the investment program for each Fund in accordance with each Fund’s investment objectives, policies and restrictions. The Adviser is paid a fee for these services. The fee is accrued daily and paid monthly based on the Fund’s average daily net assets, at an annual rate of:


Funds	First $1 Billion			Next $1 Billion			Next $3 Billion			Next $5 Billion			Thereafter
1290 GAMCO Small/Mid Cap Value		0.750	%		0.700	%		0.675	%		0.650	%		0.625	%
1290 SmartBeta Equity		0.700	%		0.650	%		0.625	%		0.600	%		0.575	%


Fund	First $4 Billion			Next $4 Billion			Thereafter
1290 High Yield Bond		0.600	%		0.580	%		0.560	%

On behalf of the Trust, the Adviser has entered into an investment advisory agreement (“Sub-Advisory Agreements”) with each of the Sub-Advisers. Each of the Sub-Advisory Agreements obligates the Sub-Advisers for the respective Funds to: (i) continuously furnish investment programs for the Funds; (ii) place all orders for the purchase and sale of investments for the Funds with brokers or dealers selected by the Adviser or the respective Sub-Advisers; and (iii) perform certain limited related administrative functions in connection therewith. The Adviser pays the expenses of providing investment sub-advisory services to the Funds, including the fees of the Sub-Advisers of each Fund.

In addition to the advisory fee, each Fund pays the Administrator its proportionate share of an asset-based administration fee, which is equal to an annual rate of 0.15% of each Fund’s average daily

1290 FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2015 (Unaudited)

net assets plus $30,000 per Fund and $30,000 for each allocated portion (or sleeve) of a Fund, as applicable. The Administrator has contracted with the Sub-Administrator to provide, pursuant to a sub-administration agreement, the Funds with certain administrative services, including monitoring of portfolio compliance and portfolio accounting services.

The Trust, on behalf of the Funds, has entered into a distribution agreement (the “Distribution Agreement”) with ALPS Distributors, Inc. (“ALPS” or the “Distributor”), under which ALPS serves as Distributor for each Fund’s Class A, Class C, Class I and Class R shares. The Board has approved Distribution Plans pursuant to Rule 12b-1 under the 1940 act for Class A, Class C, and Class R shares for each Fund. Pursuant to the Distribution Plans, the Funds will pay the Distributor annual fees at the following rates:


Share Class	Distribution Fee and/or Service Fee (as a % of average daily net assets attributable to the class)
Class A		0.25	%
Class C		1.00	%*
Class R		0.50	%

*	The Distribution Fees for Class C shares are currently being waived. This waiver is voluntary and could be eliminated at any time.

The Trust, on behalf of the Funds, has entered into a Transfer Agency and Service Agreement (the “Transfer Agency Agreement”) with Boston Financial Data Services (“BFDS”). Pursuant to the Transfer Agency Agreement, BFDS is responsible for, among other things, the issuance, transfer and redemption of shares, the opening and maintenance of shareholder accounts, the handling of certain communications between shareholders and the Trust, and the payment of dividends and distributions payable by the Funds. Under the Transfer Agency Agreement, BFDS receives a monthly fee comprised of a fixed base fee plus a fee computed on the basis of the number of shareholder accounts it maintains for the Trust during the month.

The Trust has entered into a Custody Agreement with JPMorgan Chase Bank, N.A. (in this capacity, the “Custodian”). The Custody Agreement provides for an annual fee based on the amount of assets under custody plus transaction charges. The Custodian serves as custodian of the Trust’s portfolio securities and other assets. Under the terms of the Custody Agreement between the Trust and the Custodian, the Custodian maintains and deposits in each Fund’s account, cash, securities and other assets of the Funds. The Custodian is also required, upon the order of the Trust, to deliver securities held by the Custodian, and to make payments for securities purchased by the Trust. The Custodian has also entered into sub-custodian agreements with a number of foreign banks and clearing agencies, pursuant to which portfolio securities purchased outside the United States are maintained in the custody of these entities.

The Trust, on behalf of the Funds, has entered into an organizational expenses agreement (the “Organizational Expenses Agreement”) with the Adviser. Pursuant to the Organizational Expenses Agreement, the Adviser shall pay all of the organizational expenses of the Trust (including expenses incurred prior to the effective date of the Organizational Expenses Agreement). The Adviser is entitled to be reimbursed for organizational costs paid by the Adviser within one year after the commencement of a public offering of shares subject to the expense limitation agreement noted below.

The Trust, on behalf of the Funds, has entered into an expense limitation agreement (the “Expense Limitation Agreement”) with 1290 Asset Managers whereby 1290 Asset Managers has contractually agreed to waive fees and/or reduce its fees to the extent that the aggregate expenses incurred by a Fund in any fiscal year, including but not limited to organizational and offering costs and investment advisory fees of the Adviser (but excluding interest, taxes, brokerage commissions, fees and expenses of other investment companies in which a Fund invests, other expenditures that are capitalized in accordance with generally accepted accounting principles (other than offering costs),

1290 FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2015 (Unaudited)

other extraordinary expenses not incurred in the ordinary course of such Fund’s business and amounts payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act) (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit of:


Funds	Total Expense Limited to (% of daily net assets)
Funds	Class A			Class C			Class I			Class R
1290 GAMCO Small/Mid Cap Value		1.35	%		2.10	%		1.10	%		1.60	%
1290 High Yield Bond		1.05	%		1.80	%		0.80	%		1.30	%
1290 SmartBeta Equity		1.35	%		2.10	%		1.10	%		1.60	%

1290 Asset Managers first waives its advisory fees, then waives its administration fees, and then reimburses the Fund’s expenses out of its own resources. Each Fund may at a later date reimburse to 1290 Asset Managers the advisory fees waived or other expenses assumed and paid for by 1290 Asset Managers pursuant to the Expense Limitation Agreement within the prior three fiscal years, provided such Fund has reached a sufficient asset size to permit such reimbursement to be made without causing the total annual expense ratio of each Fund to exceed the percentage limits mentioned above for the respective period. Consequently, no reimbursement by a Fund will be made unless: (i) the Fund’s total annual expense ratio is less than the respective percentages stated above for the respective period; and (ii) the payment of such reimbursement has been approved by the Board. Any reimbursement, called recoupment fees on the Statement of Operations of the Fund, will be based on the earliest fees waived or assumed by 1290 Asset Managers. During the period ended April 30, 2015, 1290 Asset Managers did not receive recoupment for any of the Funds within the Trust. At April 30, 2015, under the Expense Limitation Agreement, the amount that would be recoverable from each Fund is as follows:


Funds	Amount Eligible through								Total Eligible For Reimbursement
Funds	2015		2016		2017		2018		Total Eligible For Reimbursement
1290 GAMCO Small/Mid Cap Value	$	—	$	117,960	$	—	$	138,457	$	256,417
1290 High Yield Bond		—		117,960		—		212,660		330,620
1290 SmartBeta Equity		—		117,961		—		146,097		264,058

During the period ended April 30, 2015, the Distributor voluntarily waived Distribution fees for the Funds’ Class C shares. These amounts as follows are not eligible for recoupment:


Funds		Voluntary Waivers
1290 GAMCO Small/Mid Cap Value		$ 1,198
1290 High Yield Bond		13,708
1290 SmartBeta Equity		4,716

If during a Fund’s fiscal year, Fund Operating Expenses, including all organizational expenses, that at any time during the prior three fiscal years (prior one year after commencement of operations with respect to organizational expenses) received a fee waiver or reduction from 1290 Asset Managers, are less than the percentage limits mentioned above, 1290 Asset Managers is entitled to be reimbursed by such share class up to the lesser of (a) the amount of fees waived or reduced and (b) the amount by which the expense limit for that share class exceeds the Fund Operating Expenses of the share class for the current fiscal year.

1290 FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2015 (Unaudited)

Note 3

Sales Charges

The Distributor received sales charges on the Fund’s Class A shares and the proceeds of contingent deferred sales charges paid by the investor in connection with certain redemptions of the Fund’s Class A and Class C shares. The Distributor has advised the Funds that for the period ended April 30, 2015, the proceeds retained from sales and redemptions are as follows:


	Class A				Class C Contingent deferred sales charge
Funds	Front End sales charge		Contingent deferred sales charge		Class C Contingent deferred sales charge
1290 GAMCO Small/Mid Cap Value	$	1,590	$	—	$	—
1290 SmartBeta Equity		—		—		—

Sales loads and contingent deferred sales charges imposed on purchases and redemptions of Fund shares are retained by the Trust’s Distributors and do not represent expenses or income of the Funds.

Note 4

Percentage of Ownership by Affiliates

At April 30, 2015, 1290 Asset Managers held investments in each of the Funds as follows:


Funds	Percentage of Ownership
1290 GAMCO Small/Mid Cap Value		79.46	%
1290 High Yield Bond		99.90
1290 SmartBeta Equity		99.77

Note 5

Subsequent Events

The Adviser evaluated subsequent events from April 30, 2015, the date of these financial statements, through the date these financial statements were issued and available. The subsequent events include the following:

At a meeting held on June 2-4, 2015, the Funds’ Board approved a revised administration fee schedule for the Funds that will effectively reduce the amount of administration fees payable to 1290 Asset Managers, under the Administration Agreement.

Effective July 1, 2015, each Fund will pay to 1290 Asset Managers an administration fee equal to the greater of 0.15% of the Fund’s average daily net assets or $30,000.

Note 6

Legal Proceedings

In July 2011, a lawsuit was filed in the United States District Court of the District of New Jersey, entitled Mary Ann Sivolella v. AXA Equitable Life Insurance Company and AXA Equitable Funds Management Group, LLC (“Sivolella Litigation”). The lawsuit was filed derivatively on behalf of eight Portfolios of EQ Advisors Trust advised by the Adviser. The lawsuit seeks recovery under Section 36(b) of the 1940 Act, for alleged excessive fees paid to the Adviser and AXA Equitable (the “Defendants”) for investment management services. The Plaintiff seeks recovery of the alleged overpayments, or alternatively, rescission of the contracts and restitution of all fees paid, interest, costs and fees. In November 2011, the Plaintiff filed an Amended Complaint seeking the same relief and in December 2011, the Defendants filed a motion to dismiss the Amended Complaint. In September 2012, the United States District Court for the District of New Jersey denied the motion to dismiss the Amended Complaint.

In January 2013, a second lawsuit against the Adviser was filed in the United States District Court for the District of New Jersey by a group of Plaintiffs asserting substantially similar claims under Section 36(b) and seeking substantially similar damages as in the Sivolella Litigation. The lawsuit, entitled Glenn D. Sanford, et al. v. AXA Equitable Funds Management Group, LLC

1290 FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

April 30, 2015 (Unaudited)

(“Sanford Litigation”), was filed derivatively on behalf of certain Portfolios of EQ Advisors Trust advised by the Adviser. The Sanford Litigation does not involve any of the Funds. In light of the similarities of the allegations in the Sivolella and Sanford Litigations, the court consolidated the two lawsuits.

In April 2013, the Plaintiffs in the Sivolella and Sanford Litigations amended the complaints to add additional claims under Section 36(b) of the 1940 Act for recovery of alleged excessive fees paid to the Adviser in its capacity as the Administrator of the EQ Advisors Trust. The Plaintiffs seek recovery of the alleged overpayments, or alternatively, rescission of the contract and restitution of the excessive fees paid, interest, costs, and fees. In January 2015, Defendants filed a motion for summary judgment as well as various motions to strike certain of the Plaintiffs’ experts in the Sivolella and Sanford Litigations. Also in January 2015, two Plaintiffs in the Sanford Litigation filed a motion for partial summary judgment relating to the EQ/Core Bond Index Portfolio as well as motions in limine to bar admission of certain documents and preclude the testimony of one of Defendants’ experts.

None of the Funds within the Trust are a party to the Sivolella or Sanford Litigations and any potential damages would be the responsibility of the Defendants. Therefore, no liability for litigation relating to these matters has been accrued in the financial statements of the Funds.

PROXY VOTING POLICIES AND PROCEDURES (UNAUDITED)

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling a toll-free number at 1-888-310-0416 and (ii) on the Securities and Exchange 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 30 is available without charge: (i) on the Funds’ website at www.1290Funds.com; and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.

QUARTERLY PORTFOLIO HOLDINGS INFORMATION (UNAUDITED)

The Funds file their complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the Securities and Exchange Commission’s website at http://www.sec.gov. You may also review and obtain copies at the Securities and Exchange Commission’s Public Reference Room in Washington, D.C. Information about the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Visit the Funds’ Website: 1290Funds.com


		RRD#931454

LOGO

AXA Equitable Life Insurance Company

Item 2.

Code of Ethics.

Not required.

Item 3.

Audit Committee Financial Expert.

Not required.

Item 4.

Principal Accountant Fees and Services.

Not required.

Item 5.

Audit Committee of Listed Registrants.

Not applicable

Item 6.

Schedule of Investments.

The Schedule of Investments is included as part of the Semi-Annual Report to Shareholders filed under Item 1 of this Form N-CSR.

Item 7.

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8.

Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9.

Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10.

Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.

Item 11.

Controls and Procedures.

(a)

The registrant’s principal executive and principal financial officers, or persons performing similar functions, have evaluated the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this report and have determined such controls and procedures to be reasonably designed to achieve the purposes described in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (“1940 Act”), that includes the disclosure required by this paragraph, 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)

The registrant’s certifying officers are not aware of any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12.

Exhibits.


(a)(1)		Not applicable for the reporting period.

(a)(2)		Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed herewith.

(a)(3)		Not applicable.

(b)		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.

1290 FUNDS


By:		/s/ Steven M. Joenk
		Steven M. Joenk
		President and Chief Executive Officer
		June 26, 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 persons on behalf of the registrant and in the capacities and on the dates indicated.


By:		/s/ Steven M. Joenk
		Steven M. Joenk
		President and Chief Executive Officer
		June 26, 2015


By:		/s/ Brian E. Walsh
		Brian E. Walsh
		Chief Financial Officer
		June 26, 2015

Statement of Assets and Liabilities

Derivatives Not Accounted for as
Hedging Instrument^

Asset Derivatives

Fair Value

Foreign exchange contracts

Receivables