SecProbe.io

CORRESP
1
filename1.htm

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

      2