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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 Fund and its 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 Fund nor its 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 Fund achieving its investment objective, please clarify
the
strategy of the Fund is to invest in
ETFs.
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2.
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With
the Fund investing in both domestic and foreign ETFs, does the Fund’s
investment adviser have complete discretion to invest in any type
of ETF,
or if not, what is the percentage limit that the Fund can invest
in
certain types of ETFs, such as foreign securities, debt securities
and
emerging markets.
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3.
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Since
“Global” is included as part of the Fund’s name, please state the
percentage of international ETFs the Fund intends to invest in and
how
many countries the Fund will invest in, including the United
States.
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4.
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The
Fund states that it will use “trend following” methodologies, but the Fund
also states that it will take long positions “prior to or at the outset of
upward trends” and take short positions “prior to or early in downward
trends.” It appears that the Fund may be a “trend-anticipating”
fund rather than a “trend-following” fund. Please provide more
description of the “trend following” methodology and state how a “trend
following” methodology is consistent with taking positions prior to or
early in upward or downward
trends.
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5.
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Expand
on the Fund’s disclosure with regard to Section 12d-1 of the Investment
Company Act of 1940 (the “1940
Act”).
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6.
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Please
clarify what the last sentence of the “Fund of Funds” Structure Risk means
with regard to the effect the distributions will have on the
investor.
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7.
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Elaborate
on the description of Tracking Risk to include more general risk
description of investing in
ETFs.
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8.
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Since
the Fund does not hold common stocks, please consider deleting the
last
sentence in the “Equity Market Risk” section, since this is not a
principal risk affecting the
Fund.
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9.
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Combine
the Debt Securities Risk and Bond Market Risk sections to create
one
section.
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10.
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Rearrange
the risk factors to be more organized, including grouping all of
the ETF
risk factors together.
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11.
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Reduce
the size of the Foreign Securities and Currency Risk section to include
only the principal risk disclosure that applies to the
Fund.
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12.
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Confirm
that the Portfolio Turnover rate is estimated to be approximately
500%. If so, consider adding disclosure that with high
turnover, substantially all of the distributions paid by the Fund
will be
short-term capital gain, taxed at ordinary income rates up to
35%.
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13.
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Is
Liquidity Risk a principal risk for investing in
ETFs?
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14.
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With
regard to the fourth footnote in the Fees and Expenses table, clarify
the
time period in which expenses incurred by the Adviser may be reimbursed
by
the Fund.
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15.
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The
second sentence in the “The Adviser” subsection states that the Adviser
managed “$220 million in products or accounts other than the
Fund.” Please clarify what is meant by the word
“products”.
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16.
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Please
include disclosure of the job titles of Gregory Christian and Andrew
Corradetti while at WESPAC and the principal business of WESPAC
Advisors.
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17.
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Please
state whether Mr. Christian and Mr. Corradetti have prior experience
serving as registered investment advisers to registered investment
companies under the 1940 Act. If not, please add a risk
section.
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18.
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The
paragraph describing Mr. Corradetti states that he is a “Chartered Market
Technician level 3 candidate and registered
paraplanner.” Please revise this paragraph to only include
professional designations that Mr. Corradetti currently holds, and
not
prospective designations. Similarly, please describe the
“registered paraplanner” designation or delete this
designation. Finally, the paragraph describing Mr. Hurley
states that he is a Chartered Market Technician without reference
to his
level. Please ensure the description of Mr. Corradetti and Mr.
Hurley maintains a consistent usage of the Chartered Market Technician
designation.
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19.
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Please
indicate what securities licenses Mr. Christian and Mr. Corradetti
hold,
if any.
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20.
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With
respect to the Fund’s response to Comment #3, please revise to clarify
that, under normal market conditions, the Fund will allocate its
assets
among securities of various regions and countries, including the
United
States. Please also clarify that as conditions warrant, the
Fund may deviate from this strategy, but in that event will invest
no less
than 30% of its assets in securities of no fewer than three countries,
including the United
States.
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