April 14, 2020
Ms. Deborah O’Neal Johnson
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Comments on Post-Effective Amendment filed on behalf of F/m Investments Large Cap Focused Fund (the “Fund”), a series of M3Sixty Funds Trust (the “Trust”) (File Nos. 333-206491 and 811-23089) |
Dear Ms. O’Neal Johnson:
This letter provides the Trust’s responses to the comments you provided on Monday, April 6, 2020, as it relates to the post-effective amendment to the Trust’s registration statement, which was filed on behalf of the Fund on Tuesday, February 18, 2020. For your convenience, I have summarized the comments in this letter and provided the Trust’s response below each comment.
General
| 1. | Comment:For the Principal Risks section, please consider whether the Fund needs to provide any disclosures relating to COVID-19. If not, please explain in this response letter why such disclosure is not needed. |
Response:The Trust added risk disclosure to the statutory prospectus. While the market turmoil caused by COVID-19 has severely impacted the Fund’s investments, the Trust does not view this risk as an ongoing, principal risk. Rather, it is a unique, health-care related risk that is not unique to the Fund or its investments.
Summary Prospectus
| 2. | Comment:Regarding the expense limitation agreement disclosed in footnote 1 to the fee table for the Fund, we note that the disclosures states that the recoupment period begins at the end of the fiscal year in which the waiver or reimbursement occurs. Consistent with the Fund’s proxy statement and expense limitation agreement, please update the disclosure to state the that recoupment period begins on the date when the waiver or reimbursement occurs, not the fiscal year end. |
Response:The Trust has updated the disclosure.
BO JAMES HOWELL ● PARTNER
6224 Turpin Hills Drive●Cincinnati, OH 45224● p: 509.279.8202
Practus, LLP ●Bo.Howell@Practus.com ● Practus.com
| 3. | Comment:Please update the expense example table from the effective date of the post-effective amendment. |
Response:The Trust has updated the example.
| 4. | Comment:For the Performance section, please consider whether you need disclosure regarding the change in the adviser and if such a change will have an impact on the Funds’ performance. |
Response:The Trust has updated the disclosure to note the transaction.
Statutory Prospectus
| 5. | Comment:For the Prior Performance section, because the adviser and its portfolio managers have undergone a transaction to a new adviser firms, the Fund needs to update the disclosure to include the requirements of the Bramwell Growth Fund no-action letter and not the Nicholas Applegate no-action letter. Specifically, the Fund should: |
| a. | Confirm that all substantially similar accounts were included in the composite performance; |
| b. | Confirm that the portfolio manager was the only persons primarily responsible for the entire performance; |
| c. | State whether the portfolio manager has the same degree of discretion at the new adviser or discuss any differences; |
| d. | Identify the auditor and includes its consent as an exhibit; |
| e. | Confirm that sales loads have been deducted; and |
| f. | Confirm in this response letter that the new investment adviser has the records to support the data, as required by Rule 204-2 under the Investment Advisers Act of 1940. |
Response:The Trust has removed the disclosure related to prior performance.
Please contact me at (509) 279-8202 if you have any questions or comments on the responses contained in this letter.
| Sincerely, | |||
| /s/ Bo James Howell | |||
| Bo J. Howell | |||
| Partner | |||
| Practus LLP | |||
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