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 statement that the Fund may invest up to 100% of its
assets
in securities of foreign companies through American Depositary Receipts
“or otherwise,” please revise to clarify what is meant by
“otherwise.”
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The
Trust responds by revising the applicable statement to read as
follows:
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The
Fund may invest up to 100% of its assets in securities of foreign
companies, including those in emerging markets, either directly by
purchasing shares on local exchanges or markets outside the Unites
States
or indirectly through the purchase of American Depository Receipts
(“ADRs”) that are available on exchanges or over-the-counter in the United
States.
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2.
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With
respect to the first bullet point item discussing the Adviser’s investment
process, please clarify that the discount is subjective based on
the
Adviser’s estimate of an investment’s intrinsic
value.
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The
Trust responds by revising the first bullet point to read as
follows:
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·
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new
investments are made at a minimum price-to-intrinsic value discount
of 30%
(based on the Adviser’s estimate of intrinsic
value);
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3.
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Please
explain what is meant by the statement that purchasing shares of
companies
trading at a discount to the Adviser’s estimate of intrinsic value “may
provide a margin of
safety.”
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The
Trust responds by revising the first bullet point to read as
follows:
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The
Adviser seeks to take advantage of this dynamic by purchasing companies
whose shares, in the Adviser’s view, are trading at a discount to their
intrinsic value. This difference between price and value
creates what Benjamin Graham referred to as a “margin of safety” and, if
the value estimate is correct, can provide an attractive risk-reward
ratio. The Adviser aims to be expert at valuing businesses in
order to identify those stocks whose shares are trading at a discount
to
intrinsic value.
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4.
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Please
clarify the following statement under “Temporary or Cash
Investments: “In fact, the Fund will seek substantial cash
positions when the Adviser’s investments do not further the investment
objective of the Fund,” to clarify that the Fund will depart from its
investment strategy for temporary purposes
only.
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5.
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With
respect to the statement that “shareholders will receive the next NAV
calculated after the Account Application has been accepted by the
Fund,”
please revise to clarify that shareholders will receive the NAV next
calculated after the Account Application has been received by the
Fund in
good order.
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The
Trust responds by removing the applicable statement from the Prospectus,
and by adding the following disclosure to this
section:
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·
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the
name of the Fund;
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·
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the
dollar amount of shares to be
purchased;
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·
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your
account application or investment
stub;
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·
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a
check payable to “Bristlecone
Fund.”
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6.
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Please
confirm whether the Fund will use information gathered pursuant to
Rule
22c-2 for any purpose other than combating market timing
activity.
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The
Trust responds by supplementally stating that the Fund will not use
information gathered pursuant to Rule 22c-2 for any purpose other
than
that contemplated by the Rule.
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7.
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Please
add disclosure to this section as required by Item 16(d) of Form
N-1A with
respect to brokerage commissions paid for research
services.
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