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| Mayer Brown LLP 1221 Avenue of the Americas
T: +1 212 506 2500 F: +1 212 262 1910 mayerbrown.com
Bradley Berman Counsel T: +1 212 506 2321 BBerman@mayerbrown.com |
| May 7, 2020 | |
| Via EDGAR and Email |
Edward P. Bartz
Senior Counsel
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, DC 20549
| Re: | m+ funds Trust, Series 1-8 Amendment No. 1 to Registration Statement on Form S-6 Filed May 7, 2020 File Nos.: 333-235759 and 811-23503 |
Dear Mr. Bartz:
On behalf of our client, m+ funds Trust, we submitted to the Securities and Exchange Commission on May 7, 2020 Pre-effective Amendment No. 1 to the above-referenced registration statement (the “Amendment”) for the m+ Buffered Fund, m+ funds Trust, Series 1-8 (the “Trust”), a series of the m+ funds Trust. The Amendment incorporates responses to the comments transmitted telephonically by the Staff.
We identify in bold the Staff’s comment to which we are responding in this letter and note in regular type our response. Page number references in our response refer to the EDGAR version of the Amendment.
PROSPECTUS
Cover Page
In the fifth bullet point, clarify that, for investors who purchase units at a price above the Inception Value, the maximum total return per unit will be less than the Capped Return, rather than the price increase in the Reference Asset.
We have revised the disclosure in the fifth bullet point on the cover page of the prospectus.
Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including
Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership)
and Tauil & Chequer Advogados (a Brazilian partnership).
Mayer Brown LLP
Edward P. Bartz
May 7, 2020
Page 2
Summary of Defined Terms (Page 6)
Add a definition of “Capped Return”.
We have added a definition of “Capped Return” to the summary of defined terms..
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Please feel free to call me at (212) 506-2321 with any questions.
Sincerely,
/s/ Bradley Berman
Bradley Berman
| cc: | Oscar Loynaz |
| Steve Houston | |
| Rep Poppell | |
| Anna T. Pinedo | |
| Zhaochen Dai |