m+ Funds Trust
c/o Cowen Prime Services, LLC
599 Lexington Avenue
New York, New York 10022
May 8, 2020
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | m+ Buffered Fund, m+ funds Trust, Series 3-2 | |
| Amendment No. 1 to Form S-6 | ||
| File No. 333-237252; ICA File No. 811-23503 |
Dear Sir or Madam:
Pursuant to Rule 461 under the Securities Act of 1933 (the “Securities Act”) we, m+ funds Trust (the “Registrant”), and Cowen Prime Services, LLC, the principal underwriter of the Registrant, respectfully request acceleration of Amendment No. 1 to the Registrant’s Registration Statement on Form S-6 (the “Amendment”) to 10:00 a.m. on May 8, 2020, or as soon as possible thereafter.
We are aware of our obligations under the Securities Act, and believe that such acceleration would be consistent with the obligation of the Securities and Exchange Commission to have due regard for the protection of investors and would not be inconsistent with the purposes and policies of the Investment Company Act of 1940.
| m+ FUNDS TRUST | COWEN PRIME SERVICES, LLC | |||||
| By: Cowen Prime Services, LLC | As Depositor | |||||
| By: | /s/ John Holmes | By: | /s/ John Holmes | |||
|
Name: Title: |
John Holmes Chief Operating Officer and Principal Operations Officer |
Name: Title: |
John Holmes Chief Operating Officer and Principal Operations Officer | |||