SecProbe.io

CORRESP
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Correspondence

Please
note that this letter and other documents are in draft form, and in no way
reflect the Registrant’s or Fund management’s final intent with respect to the
filing discussed herein.

July
, 2005

VIA
EDGAR TRANSMISSION

Mr. Jim
O’Connor

United
States Securities and Exchange Commission

Division
of Investment Management

450 5th
Street, N.W.

Washington,
D.C. 20549-1004

      Re:

      Trust
      for Professional Managers (the
“Trust”)

File
Nos.: 333-62298, 811-10401

Dear Mr.
O’Connor:

This
amendment is being filed under Rule 485(b) under the Securities Act of 1933 (the
“1933 Act”) in response to your oral comments and suggestions of July 18, 2005
and July 26, 2005 regarding the Trust’s Post-Effective Amendment
(“PEA”) No. 7 to its registration statement. PEA 7 was filed pursuant to Rule
485(a) under the 1933 Act on Form N-1A on May 20, 2005 for the purpose of adding
one new series: the Cookson Peirce Core Equity Fund (the “Fund”).

In
addition to responses to your comments, this amendment also includes certain
non-material changes as appropriate. For your convenience in reviewing the
Fund’s responses, your comments and suggestions are included in bold typeface
immediately followed by the Funds’ responses.

In
addition, in connection with this filing, the Trust hereby states the
following:

    1.

      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;

    2.

      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

    3.

      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.

The
Trust’s responses to your comments are as follows:

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Please
note that this letter and other documents are in draft form, and in no way
reflect the Registrant’s or Fund management’s final intent with respect to the
filing discussed herein.

RESPONSES
TO ORAL COMMENTS DATED JULY 18, 2005

Prospectus
(Implementation of Investment Objective and Principal Investment
Strategies)

      1.

      Please
      state to what extent the Fund will invest in foreign securities; or, if
      the Fund does not intend to invest in foreign securities, please state so
      supplementally. If the Fund will invest in foreign securities as part of
      its principal investment strategy, please add such disclosure to
      applicable portions of the
prospectus.

      The
      Fund does not intend to invest in foreign
securities.

    2.
    Please
      restate the fourth sentence of the first paragraph in plain
      English.

The
sentence has been replaced with the following language:

“The
Fund’s investment strategy focuses on individual stock selection taking into
consideration the stock’s industry group.”

Prospectus
(Fees and Expenses)

      3.

      Please
      revise footnote 4 to the Fees and Expenses table so that it is consistent
      with the subsection entitled “Fund Expenses” and general accounting
      principles.

The
footnote has been revised as follows:

“The
Advisor is permitted to seek reimbursement from the Fund for the prior three
fiscal years,
without causing Fund operating expenses to exceed the 2.00% cap.”

Prospectus
(Portfolio Managers)

      4.

      Regarding
      the biography of Robert B. Peirce, please explain what is meant by
      “postgraduate studies” in the last sentence of the
      paragraph.

      A
      statement clarifying that no degrees were awarded has been added so that
      the applicable sentence reads as follows:

“He has
also completed graduate level courses in accounting and statistics at Case
Western Reserve and Western Virginia Universities.
However, no graduate degrees were awarded.”

      5.

      Please
      include the required disclosure stating that further information regarding
      the Fund’s portfolio managers can be found in the Statement of Additional
      Information.

      The
      following statement has been added at the end of the applicable
      section:

“The
Fund’s SAI provides additional information about the Portfolio Managers’
compensation, other accounts managed by the Portfolio Managers and the Portfolio
Managers’ ownership of securities in the Fund.”

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Please
note that this letter and other documents are in draft form, and in no way
reflect the Registrant’s or Fund management’s final intent with respect to the
filing discussed herein.

Prospectus
(Additional Investment Strategies)

      6.

      With
      respect to the paragraph regarding investment strategies which may be
      expected to result in high portfolio turnover, please provide more
      complete disclosure with respect to the tax impact that high portfolio
      turnover rates may have on shareholders.

The
applicable sentence in the paragraph has been revised to read as follows:

“A high
turnover rate in any year will result in payment by the Fund of above-average
transaction costs and
could generate capital gains that must be distributed to shareholders as
short-term capital gains taxed at ordinary income rates.”

Prospectus
(Share Price)

      7.

      With
      respect to fair valuation of securities by the Board of Trustees, please
      provide disclosure stating whether the Board of Trustees has approved the
      fair valuation policies and procedures, and detailing how the Board of
      Trustees periodically evaluates the accuracy of the valuation methods and
      the reliability of the fair valuation policies and
      procedures.

      The
      relevant language has been revised to read as
follows:

“When
market quotations are not readily available, any security or other asset is
valued at its fair value as determined in
good faith in accordance with
procedures adopted by the
Trust’s Board of Trustees. These fair value procedures will also be used to
price a security when corporate events, events in the securities market and/or
world events cause the Advisor to believe that a security’s last sale price may
not reflect its actual market value. The intended effect of using fair value
pricing procedures is to ensure that the Fund is accurately priced. If a
reliable market quotation becomes available for a security formerly valued
through fair valuation techniques, the Fund would compare the new market
quotation to the fair value price to evaluate the effectiveness of its fair
valuation. If any significant discrepancies are found, the Fund may adjust its
fair valuation pricing procedures. The Board will regularly evaluate whether
their fair valuation pricing procedures continue to be appropriate in light of
the specific circumstances of the Trust and the quality of prices obtained
through their application by the Valuation Committee.”

Statement
of Additional Information (Portfolio Holdings
Information)

      8.

      Please
      provide a complete list of all persons receiving the Fund’s portfolio
      holdings information (“non-standard disclosure”) on an ongoing basis in
      accordance with Item 11(f)(2) of Form N-1A.

      A
      complete list of such persons has already been
provided.

Statement
of Additional Information (Investment Advisor)

      9.

      Please
      update the disclosure regarding approval of the investment advisory
      agreement by the Board of Trustees so that it reflects the accurate date
      of the meeting where the approval took
place.

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Please
note that this letter and other documents are in draft form, and in no way
reflect the Registrant’s or Fund management’s final intent with respect to the
filing discussed herein.

The
paragraph has been revised to read as follows:

“When
approving the Advisory Agreement on behalf of the Fund at a meeting of the Board
of Trustees on
July 19, 2005, the
Board of Trustees, including the Independent Trustees, in
consultation with legal counsel, (i) reviewed the Advisor’s Form ADV, Parts I
and II, noting the qualifications of the Advisor’s personnel, disclosure
regarding trade aggregation and the Advisor’s Code of Ethics; (ii) reviewed a
memorandum from the Trust’s legal counsel regarding the Trustees’ duties in
connection with the approval of the proposed advisory agreement; and (iii)
reviewed information provided by an independent third party regarding the Fund’s
proposed total expense ratio, after giving effect to the operating expense
limitation agreement, as compared to a benchmark category and the Advisor’s
contractual advisory fee compared to the same benchmark. In both cases, the
Trustees noted that the proposed total expenses and advisory fee were within the
ranges of what other similar funds currently charge. The Trustees also reviewed
the draft investment advisory agreement and the operating expense limitation
agreement noting the Advisor’s commitment to limit the Fund’s total expenses to
2.00%. The Trustees requested and received information from the Advisor
regarding breakpoints. The Advisor indicated that as the Fund grows it might be
willing to consider implementation of a break point arrangement. Further the
Trustees received from the Advisor a certification that its Code of Ethics
contained provisions reasonably necessary to prevent access persons from
engaging in prohibited conduct. The Trustees also reviewed a summary of the
Advisor’s compliance program, which contained policies, and procedures
reasonably designed to prevent the Advisor from violating the federal securities
laws. Finally, the Trustees reviewed the Advisor’s financial statements and
information regarding the Advisor’s composite performance, which is believed to
be relevant to the Fund.”

RESPONSES
TO ORAL COMMENTS DATED JULY 26, 2005

      10.

      Please
      revise the disclosure provided in response to Comment 9 above to reflect
      the requirement of Item 12(b)(10) of Form N-1A that the disclosure
      describe the conclusions that formed the basis for the board of trustee’s
      approval of the investment advisory
agreement.

The
paragraph has been revised to read as follows:

“When
approving the Advisory Agreement on behalf of the Fund at a meeting of the Board
of Trustees on July 19, 2005, the Board of Trustees, including the Independent
Trustees, in consultation with legal counsel, (i) reviewed the Advisor’s Form
ADV, Parts I and II, noting the qualifications of the Advisor’s personnel,
disclosure regarding trade aggregation and the Advisor’s Code of Ethics; (ii)
reviewed a memorandum from the Trust’s legal counsel regarding the Trustees’
duties in connection with the approval of the proposed advisory agreement; and
(iii) reviewed information provided by an independent third party regarding the
Fund’s proposed total expense ratio, after giving effect to the operating
expense limitation agreement, as compared to a benchmark category and the
Advisor’s contractual advisory fee compared to the same benchmark. In both
cases, the Trustees concluded that the
proposed total expenses and advisory fee were reasonable
as they were within
the ranges of what other similar funds currently charge. The Trustees also
reviewed the draft investment advisory agreement and the operating expense
limitation agreement and
came to the conclusion that the
Advisor’s commitment to limit the Fund’s total expenses to 2.00% in
light of the overall expense structure of the Fund was
reasonable. The
Trustees requested and received information from the Advisor regarding
breakpoints. The Advisor indicated that as the Fund grows it might be willing to
consider implementation of a breakpoint arrangement. Further the Trustees
received from the Advisor a certification that its Code of Ethics contained
provisions reasonably necessary to prevent access persons from engaging in
prohibited conduct. The Trustees also reviewed a summary of the Advisor’s
compliance program, which contained policies, and procedures reasonably designed
to prevent the Advisor from violating the federal securities laws. Finally, the
Trustees reviewed the Advisor’s financial statements and information regarding
the Advisor’s composite performance, which is believed to be relevant to the
Fund.
After
reviewing such information as they deemed necessary, the Board (including a
majority of the Independent Trustees) concluded that the approval of the
Advisory Agreement was in the best interests of the Fund.”

*
* * * * *

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Please
note that this letter and other documents are in draft form, and in no way
reflect the Registrant’s or Fund management’s final intent with respect to the
filing discussed herein.

I trust
that the above responses adequately address your comments. If you have any
additional questions or require further information, please contact Rachel
Lohrey by telephone at 414/765-5384 or by facsimile at
414/212-7313.

Sincerely,

/s/ Chad
E. Fickett

Chad E.
Fickett

for TRUST
FOR PROFESSIONAL MANAGERS

cc: Carol
Gehl, Godfrey & Kahn, S.C.

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