SecProbe.io

CORRESP
1
filename1.htm

July
29, 2024

VIA
EDGAR

Jeff
Foor

Tony Burak
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Re:  360 Funds (the
“Trust”) - Response to SEC Comments regarding the Reorganization of the Copper Place Global Dividend Growth ETF (the “Fund”)
on Form N-14 (the “Registration Statement”) File No. 333-280387

Dear
Messrs. Foor and Burak,

On
June 21, 2024, the Trust filed the above-referenced Registration Statement. On July 16 and July 23, 2024, you provided oral comments
relating to the Registration Statement. This correspondence filing responds to those comments. For your convenience and reference, I
have summarized the comments in this letter and provided the Trust’s response to each comment below.

General
Comments

 1. Comment:
                                            Please include hyperlinks for any documents incorporated by reference into the Registration
                                            Statement.

Response:
The Trust has added hyperlinks where applicable.

QUESTIONS
AND ANSWERS

 2. Comment:
                                            In response to the question “What is the purpose of the Reorganization?”,
                                            the Trust states that “[t]his expansion and overall beneficial economics to the Existing
                                            Fund and Copper Place will ensure stability in Copper Place and the portfolio management
                                            team.” Please clarify what “this expansion” means and describe the “overall
                                            beneficial economics to the Existing Fund.”

The
staff notes that this language also appears in the Combined Proxy Statement and Prospectus under Section 1.B (Reasons for the Reorganization
and Board Deliberations), including third and fourth bullet points discussing the factors the Existing Fund Board considered when making
its determination to approve the Reorganization, and 1.D(c) (Investment Advisory Services). Please consider revising this language to
better explain the overall benefits to the Existing Fund’s shareholders.

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Response:
The term “expansion” in the Reorganization context refers to the strategic transition of the Existing Fund from the Predecessor
Trust to the Trust. Copper Place explained to the Existing Fund Board that this includes integrating the Existing Fund into a broader
suite of services and support systems provided by the Trust’s service providers, which are designed to enhance the New Fund’s
operational efficiency and overall growth.

Regarding
“overall beneficial economics to the Existing Fund and Copper Place,” the Reorganization aims to achieve cost efficiency
through economies of scale and operational processes provided by the Trust’s service providers. Copper Place represented to the
Existing Fund Board that this may include the potential for more competitive pricing structures when negotiating fees and expenses charged
for fund administration services, services provided by certain Fund vendors, and other cost-savings for ancillary services, which could
be expected to lower operational costs over time.

The
Trust has added this disclosure throughout the document.

 3. Comment:
                                            In response to the question, “How will the Reorganization affect the fees and expenses
                                            I pay as a shareholder of the New Fund?”, the staff notes that the New Fund’s
                                            investment advisory agreement has different exclusions under the unitary fee structure compared
                                            to the Existing Fund (e.g., “fees and expenses associated with investments in other
                                            collective investment vehicles or derivative instruments.”). Please confirm if these
                                            differences alter the conclusion that the total expenses of the New Fund will be identical
                                            to the total expenses of the Existing Fund.

Response:
The Trust recognizes that the list of excluded expenses under the unitary fee structure for the New Fund is not identical to the
list of exclusions for the Existing Fund, but the Existing Fund Board and New Fund Board concluded that given the principal investment
strategies of the funds and Copper Place’s investment process, the difference in exclusions is not expected to increase the total
operating expenses of the New Fund relative to those of the Existing Fund. As a result, the Existing Fund Board determined that the New
Fund’s unitary fee structure was the substantially the same as the Existing Fund’s and that the shareholders were not expected
to incur any additional fees under the New Fund’s investment advisory agreement. As a result, the Existing Fund Board determined
that the net operating expenses for the New Fund were expected to be the same as those of the Existing Fund.

In
consultation with the Existing Fund, the Trust has added disclosure that such exclusions were considered by the Existing Fund Board when
it reviewed the information provided by Copper Place regarding the Reorganization.

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COMBINED
PROXY STATEMENT AND PROSPECTUS

Synopsis

 4. Comment:
                                            In Section 1.B. (Reasons for the Reorganization and Board Deliberations), the Trust states
                                            the Reorganization “will ensure stability in Copper Place and the portfolio
                                            management team.” (Emphasis added.) Please consider whether this statement should be
                                            revised to reflect the expectations that the Reorganization will ensure Copper Place’s
                                            stability.

Response:
The Trust has revised the clause to state that the Reorganization “is expected to ensure the stability of Copper Place
and the portfolio management team.” (Emphasis added.)

Comparison
Fee Tables and Examples

 5. Comment:
                                            In Section 3.A (Fee Tables), the staff notes that the expense exclusions under the unitary
                                            fee structure listed in the footnote to the fee table is inconsistent with earlier disclosure
                                            regarding the New Fund’s exclusions. Please confirm the list of exclusions and update
                                            this footnote accordingly.

Response:
The Trust has confirmed the list of exclusions for the Existing and New Funds and added a second footnote to disclose the different
list under the New Fund’s unitary fee structure.

Information
About the Existing Fund and the New Fund

 6. Comment:
                                            Please correct the dates of the Existing and New Fund prospectuses.

Response:
The Trust has updated the dates.

Voting
Information

 7. Comment:
                                            The staff notes that under “Quorum and Method of Tabulation,” the Trust states,
                                            “[t]reating broker non-votes as votes against the Reorganization may have the effect
                                            of causing shareholders who choose not to participate in the proxy vote to prevail over shareholders
                                            who cast votes or provide voting instructions to their brokers or nominees. Broker non-votes
                                            will not be voted ‘for’ or ‘against’ any adjournment.” Since
                                            the only proposal is non-routine, there should be no broker non-votes. Please consider removing
                                            disclosure about broker non-votes and disclose that if a beneficial owner does not provide
                                            instructions to their broker and is not permitted to vote on proxies of such beneficial owner’s
                                            shares, those shares will not count as present for quorum purposes. See Section 2(a)(42)
                                            of the 1940 Act. The disclosure should also describe the effect on each vote of the absence
                                            of such shares from the meeting.

Response:
The Trust has removed the reference to broker non-votes in the “Quorum and Method of Tabulation” section, acknowledging
that as the proposal is non-routine, brokers cannot vote on behalf of beneficial owners without explicit instructions. Therefore, broker
non-votes are not applicable in this context. The revised disclosure will state that if a beneficial owner does not provide voting instructions
to their broker, the broker is not authorized to vote on the proposal, and consequently, such shares will not be counted as present for
quorum purposes. Additionally, the disclosure will clarify that the absence of votes from shares for which no instructions are received
will not affect the outcome of the vote, as these shares will not be considered in calculating the required majority for the Reorganization
approval.

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 8. Comment:
                                            Under the section “Solicitation of Proxies,” please reconcile the disclosure
                                            with earlier disclosure regarding Copper Place’s payment of all costs related to the
                                            Reorganization, including the expense of the proxy solicitation.

Response:
The Trust has updated the disclosure to confirm that Copper Place will pay the cost of the proxy solicitation.

Experts

 9. Comment:
                                            Please include the financial statements of the Existing Fund for the fiscal year ended
                                            February 29, 2024, in reference to Deloitte & Touche, LLP in this section.

Response:
The Trust has updated the reference.

STATEMENT
OF ADDITIONAL INFORMATION

Pro
Forma Financial Information

 10. Comment:
                                            Form N-14 and Regulation S-X no longer require pro forma financial information. Please
                                            remove references to the pro forma financial information.

Response:
The Trust has removed the pro forma financial information disclosure.

PART
C

 11. Comment:
                                            Item 16 - Exhibits, including those incorporated by reference, should only refer to the
                                            Fund and not to any other funds of the Trust. Please remove any references to other funds
                                            of the Trust from the list of exhibits in any amendment to the Registration Statement.

Response:
The Trust confirms that it will correct the reference in Part C of any amendment to the Registration Statement.

 12. Comment:
                                            Please include Exhibits 11, 12, and 14 in a pre-effective amendment to the Registration
                                            Statement.

Response:
The Trust will include the required exhibits in a pre-effective amendment to the Registration Statement.

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If
you have any questions or comments, please contact the undersigned at (513) 991-8472 or bo@fintechlegal.io. Thank you in advance
for your consideration.

Sincerely,

/s/
Bo James Howell

Bo
James Howell

FinTech
Law, LLC

FinTech
Law

6224
Turpin Hills Drive     |     Cincinnati, OH 45244-3557     |     fintechlegal.io     |     (513)
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