SecProbe.io

CORRESP
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filename1.htm

September
4, 2026

Ms.
Kalkidan Ezra, Attorney-Adviser

U.S.
Securities and Exchange Commission

Division
of Investment Management

100
F Street, N.E.

Washington,
D.C. 20549

 RE: 360
Funds (the “Trust”) — M3Sixty Onchain U.S. Government Money Market Fund

Post-Effective
Amendment to the Registration Statement on Form N-1A

(File
Nos. 333-123290 and 811-21726)

Dear
Ms. Ezra:

On
August 11, 2026, the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) provided
comments (the “Comments”) on the post-effective amendment to the Trust’s registration statement on Form N-1A relating
to the M3Sixty Onchain U.S. Government Money Market Fund (the “Fund”), filed on June 25, 2026 pursuant to Rule 485(a) under
the Securities Act of 1933, as amended (the “Amendment”). The Amendment was filed principally to reflect (i) the migration
of the sub-transfer agent’s blockchain-integrated recordkeeping system from a private, permissioned Hyperledger Fabric network
to a private, permissioned access layer operating on the Solana public blockchain network, (ii) the availability of the Fund to institutional
investors investing directly, and (iii) a change in the Fund’s custodian.

For
the Staff’s convenience, each Comment is restated below in italics in the order in which it applies to the disclosure, followed
by the Trust’s response. Capitalized terms used but not defined in this letter have the meanings given to them in the Amendment.
Proposed disclosure changes are shown as marked changes in the courtesy copies of the Prospectus and the Statement of Additional Information
(the “SAI”), which are being provided to the Staff under separate cover, marked against the Amendment as filed on June 25,
2026. The Trust intends to file the revised Prospectus and SAI in a post-effective amendment pursuant to Rule 485(b).

The
Trust notes that the Fund’s registration statement was scheduled to become effective automatically on August 24, 2026. To allow
adequate time to prepare complete responses to the Comments and for the Staff to review them, the Trust has filed an amendment to designate
a new effective date.

Prospectus

Comment
1: Please provide a response at least five business days before the registration statement goes effective, and provide a courtesy
redline.

FinTech
Law

6224
Turpin Hills Drive     |     Cincinnati,
OH 45244-3557     |     fintechlaw.ai     |     (513)
991-8472

Response:
The Trust confirms that this response letter is being filed, and a courtesy marked copy of the Prospectus and the SAI is being provided
to the Staff under separate cover at least five business days before the Fund’s registration statement is scheduled to become effective.
As noted above, the Trust has filed an amendment designating a new effective date to accommodate this schedule.

Fees
and Expenses of the Fund

Comment
2: Please explain the percentages and what categories of operating expenses are included in the total.

Response:
The “Other Expenses” line reflects the Fund’s ordinary operating expenses that are not separately identified in
the fee table, which consist of fund administration, fund accounting, transfer agency, and chief compliance officer service fees, custody
fees, audit and tax preparation fees, legal fees, trustee fees, insurance, registration and filing fees, and printing and shareholder
reporting costs. These are predominantly fixed dollar amounts. Because the Fund’s average daily net assets during the relevant
period were small relative to those fixed amounts, “Other Expenses” expressed as a percentage of average daily net assets
is correspondingly large (161.82%). The Adviser’s contractual fee waiver and expense reimbursement arrangement limits Total Annual
Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to 1.13%, so shareholders do not bear the unwaived amount. No fee
is payable by the Fund for use of the SPL Token Program or the Token-2022 program.

Comment
3: In footnote 2 of the fee table, you state that the Fund’s expense limit “will not exceed 0.78% of each share class’s
average daily net assets.” Since the Fund has a single share class, revise the footnote accordingly.

Response:
The Trust confirms that the Fund offers a single class of shares. Footnote 2 to the fee table has been revised to remove the reference
to a share class, so that the expense limitation is expressed as a percentage of “the Fund’s average daily net assets.”

Principal
Investment Strategy of the Fund

Comment
4: Please revise the disclosure to explicitly state that tokenization does not affect shareholder rights, including voting, redemption,
or other protections.

Response:
The Trust respectfully clarifies that the Fund’s shares are not tokenized. The Fund’s shares are traditional, uncertificated
book-entry equity securities of a registered investment company; they are not digital assets, crypto assets, stablecoins, or tokens of
any kind. M3Sixty Administration, LLC, as transfer agent, issues the shares and maintains the sole official record of ownership. The
sub-transfer agent’s blockchain-integrated system records corresponding share-ownership data on a secondary, non-authoritative
“shadow recordkeeping layer” that is reconciled daily to the transfer agent’s official record. The Trust nonetheless
agrees with the substance of the Comment and has added the following disclosure to the “Use of Blockchain” discussion in
the Fund’s summary section, with conforming disclosure in the SAI:

The
Fund’s shares are not tokenized. Shares of the Fund are traditional, uncertificated book-entry equity securities of a registered
investment company, and they are not digital assets, crypto assets, stablecoins, or any other form of token. The transfer agent issues
the shares and maintains the sole official record of ownership; the sub-transfer agent’s blockchain-integrated system records corresponding
share-ownership data on a secondary, non-authoritative layer, which is reconciled daily with that official record. The use of blockchain-based
recordkeeping does not affect shareholders’ rights in any respect. Shareholders of the Fund have the same voting rights, redemption
rights, rights to dividends and distributions, rights to receive shareholder reports and other information, and protections under the
Investment Company Act of 1940 and the Trust’s Declaration of Trust as shareholders of a mutual fund that does not use blockchain-based
recordkeeping. In the event of any conflict between the sub-transfer agent’s blockchain records and the transfer agent’s
official record, the transfer agent’s official record is determinative.

     2

Comment
5: Please supplementally confirm that the Fund intends to use only one blockchain to record ownership of its shares. If multiple
networks or channels will be used, please provide clarifying disclosure throughout the registration statement. Please also supplementally
explain that the Fund will engage with the Staff before using a different blockchain or adding another blockchain.

Response:
The Trust confirms, supplementally, that the Fund uses and intends to use only one blockchain network—the Solana network—to
record corresponding share ownership data. The sub-transfer agent’s prior architecture used Hyperledger Fabric, and it will migrate
away from it. No other public blockchain is used or currently required, and the sub-transfer agent does not rely on cross-chain bridges
or simultaneous multi-chain settlement. The Trust further confirms, supplementally, that it will notify and engage with the Staff before
the Fund uses a different blockchain network or adds an additional blockchain network. Corresponding disclosure has been added to the
Prospectus and the SAI, and references to the Solana network as the “primary” blockchain have been revised to “only,”
as discussed in the response to Comment 8.

Comment
6: Please clarify that M3Sixty Administration, LLC is the Fund’s transfer agent.

Response:
The disclosure has been revised to refer to “M3Sixty Administration, LLC (“M3Sixty”), the Fund’s
transfer agent.” (Emphasis added.)

Comment
7: Please confirm supplementally whether the Solona Access Layer is a private permissioned access layer. If so, please revise
the disclosure.

Response:
The Trust confirms supplementally that the access layer is properly described as a private, permissioned access layer that operates
on a public, permissionless blockchain network. The network itself (Solana) is public and permissionless; the access layer the sub-transfer
agent has implemented on that network is private and permissioned, because share-ownership data may be recorded only for wallet addresses
that the sub-transfer agent has whitelisted following know-your-customer verification, and the sub-transfer agent retains freeze authority
over those addresses. The disclosure has been revised in the Prospectus and the SAI to describe a “private, permissioned access
layer built on a public, permissionless blockchain network (the Solana network).”

     3

Comment
8: Freeze authority. Please supplementally explain what freeze authority is and the circumstances under which it may be exercised.

Response:
Freeze authority is a control available under the Solana Token Program and Token-2022 architecture that permits the holder of the
authority to freeze an individual token account, preventing any further recordkeeping entries for that account until the account is unfrozen
(or “thawed”). The sub-transfer agent holds this authority. Freezing an account affects only the secondary shadow recordkeeping
layer; it does not cancel or forfeit the shares recorded in the shareholder’s name on the transfer agent’s official book
of record, and it does not prevent the shareholder from redeeming those shares directly with the Fund. The sub-transfer agent expects
to exercise the freeze authority only in circumstances such as: sanctions, know-your-customer, or anti-money laundering ineligibility;
suspected fraud or unauthorized account access; a lost or compromised wallet; a court order, regulatory directive, transfer agent instruction,
or other legally valid restriction; a material reconciliation discrepancy requiring investigation; or another event specifically permitted
under the sub-transfer agent’s compliance procedures. Plain-English disclosure to this effect has been added to the Prospectus
(in both the summary and the statutory sections) and to the SAI.

Comment
9: Please supplementally explain whether there are any changes being implemented to the operation or mechanics of the permissioned
layer on the Solana blockchain, as the Staff may have additional questions.

Response:
The Trust confirms, supplementally, that the substantive operation and mechanics of the permissioned layer remain unchanged from
those previously described to the Staff. As before, the sub-transfer agent maintains a whitelist of know-your-customer-verified wallet
addresses, retains freeze authority and transfer-restriction controls, retains the unilateral ability to correct errors and unauthorized
entries, and reconciles the layer with the transfer agent’s official record daily. What has changed is the underlying execution
and settlement environment: the controls that were previously implemented through Hyperledger Fabric channel and endorsement policies
are now implemented at the SPL Token Program and Token-2022 level on Solana, through whitelisting enforced by a Transfer Hook program,
freeze authority, and the Confidential Transfers extension. All fees denominated in SOL are borne by the sub-transfer agent or its affiliates.

Comment
10:  Please supplementally explain whether the Solana network is the primary or the only blockchain used by the Fund. If
the language currently used is correct (i.e., primary), please explain what other blockchains may be used and revise accordingly. If
not, please revise the language to state “only” rather than “primary.”

Response:
After the migration, Solana will be the only blockchain network used by the Fund. The word “primary” has been revised
to “only” in each place it appeared in the Prospectus and the SAI, and the disclosure now states that the Fund does not use,
and does not currently intend to use, any other blockchain network for this purpose and will notify and engage with the Staff before
doing so.

Comment
11: Please disclose the App and the Web Portal that will be used (i.e., provide the URL).

     4

Response:
The sub-transfer agent’s mobile application, CERES Coin, has been published on the Apple App Store and is available for download
and use; the Android version is pending approval for distribution through Google Play . The Web Portal has been developed and is
currently operating in a user-acceptance testing environment. The Web Portal will be available to individual investors at https://investorportal.cerescoin.io/
and to business and institutional investors at https://businessapp.cerescoin.io/. The Prospectus has been revised to identify the App
by name, to state that the App is available, to describe the current status of the Web Portal, and to disclose these addresses.

Comment
12: In the last filing, you had a New Funds Risk. Please revise the disclosure to include the previously disclosed New Funds Risk.

Response:
New Fund Risk has been restored to both the summary and the statutory risk disclosure. The Trust notes that the risk factor as previously
disclosed included two sentences explaining the Fund’s selection of a private, permissioned blockchain rather than a public, permissionless
one. Because that statement is no longer accurate following the migration to the Solana network, those sentences have been omitted and
the balance of the risk factor has been restored, as follows:

New
Fund Risk. The Fund is relatively new and, as a result, carries specific risks inherent in unestablished mutual funds, including the
chance that the performance of a new or smaller fund may not represent how the fund is expected to or may perform over the long term.
In addition, new funds may not benefit from the same economies of scale, experience, or name recognition that larger, older funds might.
If the Fund does not attract or maintain sufficient assets, its expense ratio may remain elevated and the Fund may not be viable over
the long term.

Comment
13: There is a typographical error in fifth line of the Blockchain Networks Risk. Please review and revise the disclosure, which
also appears on page 13.

Response:
The sentence has been corrected in both places.

Comment
14: The same risk states: “Although shareholder identifying information is maintained off-chain by the sub-transfer agent,
and transactions on the blockchain are associated only with pseudonymous wallet addresses, those addresses are linked to specific shareholders
in the sub-transfer agent’s off-chain records.” To the extent this sentence is true, please clarify the disclosure regarding
that all transactional data related to share ownership will be maintained by the sub-transfer agent, on the blockchain, and that all
personally identifiable information will be maintained in a traditional database off the blockchain.

Response:
The Trust confirms that this is accurate and has revised the disclosure in the “Blockchain Networks Risk” factor, in
both the summary and the statutory sections, as follows:

All
transactional data relating to share ownership—that is, the wallet addresses involved and the corresponding share-ownership entries,
with the number of shares in each entry encrypted under the Confidential Transfers extension described below,—is recorded by the
sub-transfer agent on the blockchain, and all personally identifiable information relating to shareholders is maintained by the transfer
agent and the sub-transfer agent in traditional databases off-chain. No personally identifiable information is recorded on the blockchain.
Transactions on the blockchain are therefore asso