Re:
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Trust
for Professional Managers (the
“Trust”)
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File
Nos.: 333-62298, 811-10401
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1.
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The
Trust acknowledges that in connection with the comments made by the
Staff
of the SEC, the Staff has not passed on the accuracy or adequacy
of the
disclosure made herein, and the Funds and their management are solely
responsible for the content of such
disclosure;
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2.
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The
Trust acknowledges that the Staff’s comments and changes in disclosure in
response to the Staff’s comments does not foreclose the SEC or other
regulatory body from the opportunity to seek enforcement or take
other
action with respect to the disclosure made herein;
and
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3.
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The
Trust represents that neither the Funds nor their management will
assert
the Staff’s comments or changes in disclosure in response to the Staff’s
comments as a defense in any action or proceeding by the SEC or any
person.
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1.
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With
respect to the disclosure for each Fund indicating that such Fund
will
invest at least 80% of its net assets in the type of securities indicated
by its name, please revise to state that the Fund will invest “80% of its
net assets (plus any borrowings for investment
purposes)”.
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The
Trust responds by adding the phrase “(plus any borrowings for investment
purposes)” to the applicable disclosure for each
Fund.
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2.
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For
each Fund that will invest in derivative securities, please state
the
percentage of the Fund’s assets that may be invested in derivative
securities.
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3.
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We
note that each Fund may borrow for the purpose of leveraging in an
amount
not to exceed one third of its total assets. Please include a
statement as to the specific extent to which each Fund expects to
engage
in leveraging.
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4.
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With
respect to the Funds’ investments in options, please clarify whether the
Funds will also be writing
options.
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Please
see the Trust’s response to Comment #2
above.
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5.
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With
respect to the Funds’ securities lending activity, please include
disclosure in the Prospectus or SAI that explains to shareholders
the
effects of securities lending on the voting rights of a
security.
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The
Trust responds by adding the following disclosure to the “Securities
Lending” discussion in the Funds’ SAI: “While a Fund does not
have the right to vote securities on loan, it would terminate the
loan and
regain the right to vote if that were considered important with respect
to
the investment.”
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6.
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With
respect to the paragraph in each Fund’s Principal Investment Strategies
section that discusses the Fund’s leveraging activity, we note that the
current wording of the disclosure suggests that leveraging “allows” the
Funds to incur a loss. Please revise to clarify that leveraging
may cause the Funds to incur a
loss.
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7.
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Please
explain in a supplemental response the authority under which the
International Equity Fund is defined as an “International”
fund.
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8.
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Please
include disclosure to clarify that the International Equity Fund
is a
diversified Fund.
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The
Trust responds by making the requested change (see response to Comment
7
above).
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Prospectus
(PMC Core Fixed Income
Fund)
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9.
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With
respect to the statement that the Core Fixed Income Fund will “primarily
invest in fixed income securities that are investment grade or better”,
please revise to clarify what is meant by
“primarily.”
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10.
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If
the Tax-Free Fixed Income Fund will invest in private activity bonds,
please include disclosure to the effect that such investments may
trigger
an alternative minimum tax (“AMT”), or, if the Fund will not invest in
bonds that may trigger an AMT, please state
so.
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11.
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With
respect to the Funds that will have a portfolio turnover rate that
is over
100%, please disclose the current tax rate for short-term capital
gains
and include disclosure in the Principal Risks section of the Prospectus
with respect to the risks involved with high portfolio turnover
rate.
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12.
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Please
clarify that redemption requests must be received in good order prior
to
4:00 p.m. Eastern time in order to obtain that day’s
price.
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13.
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Please
include the specific tax rate for qualified dividends in this
section.
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The
applicable disclosure has been revised to state that the tax rate
for
qualified dividends is currently
15%.
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15.
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Please
remove the
disclosure in this section with respect to the Board of Trustees’ approval
of the investment advisory agreement, and include it in the Funds’ first
shareholder report, when
available.
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