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.

September
__, 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  September
1, 2005 and September 23, 2005, regarding the Trust’s Post-Effective Amendment
(“PEA”) No. 9 to its registration statement. PEA No. 9 was filed pursuant to
Rule 485(a) under the 1933 Act on Form N-1A on July 15, 2005 for the purpose of
adding one new series: the Akros Absolute Return 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 Fund’s 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 Fund and its 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 do 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 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 initiated by the SEC or
      any person under the federal securities laws of the United
      States.

Responses
to your comments relating to the Fund’s Prospectus and Statement of Additional
Information (“SAI”) are as follows:

1

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 RECEIVED SEPTEMBER 1, 2005

Prospectus:
Investments, Risks and Performance/Principal Investment
Strategies

      1.

      Please
      include a statement as to the extent to which the Fund will invest in
      bonds and other debt instruments.

      The
      Fund responds by revising the first paragraph in this section to read, in
      part:

“These
securities may include common and preferred stock. The
Fund may also invest up to 100% of its net assets in debt
instruments including convertible debt, options and futures, as well as
privately negotiated options.”

      2.

      In
      the fifth sentence of the first paragraph in this section, please explain
      what is meant by the phrase “invests significantly” (i.e.,
      state to what extent the Fund may invest in these types of
      investments).

      The
      Fund responds by revising the sentence to
read:

“The Fund
invests significantly (up to
20% of the Fund’s net assets in margin
requirements) in
futures contracts on stock indexes, a wide variety of swap agreements, options
on futures contracts and other financial instruments such as options on
securities and stock index options. The
maximum position of the Fund in stocks, either directly through stocks or
indirectly through options, futures and swaps, will be limited to 125% of its
net assets.”

      3.

      Please
      include a description of what is meant by “junk bonds” and state to what
      extent the Fund may invest in junk
bonds.

      The
      Fund responds by revising the second paragraph in this section to
      read:

“The Fund
may invest in debt securities (up
to 30% of its net assets) that fall
below investment grade debt (securities
rated below BBB by Standard & Poors or below Baa by Moody’s Investors
Service) —
commonly referred to as “junk bonds.”

      4.

      With
      respect to the second paragraph in this section, please explain what is
      included in “asset-backed” securities, and include a risk disclosure in
      the “Principal Risks” section regarding asset-backed and mortgage-backed
      securities.

      The
      Fund responds by revising the second paragraph as
  follows:

      “Additionally,
      the Fund may invest in asset-backed securities, such
      as automobile receivables, credit-card receivables, equipment leases,
      health-care receivables, home-equity loans, litigation-finance notes and
      student loans, as well as
      mortgage-backed securities
      and Federal Home Loan Bank securities,
      and other fixed-income securities of higher credit quality, derivative
      securities of traditional fixed-income instruments, reverse repurchase
      agreements and warrants.”

Additionally,
the Fund has added the following disclosure in the “Principal Risks”
section:

“Mortgage-Backed
and Asset-Backed Securities. Falling
interest rates could cause faster than expected prepayments of the obligations
underlying mortgage- and asset-backed securities, which the Fund would have to
invest at lower interest rates. On the other hand, rising interest rates could
cause prepayments of the obligations to decrease, extending the life of
mortgage- and asset-backed securities with lower payment rates. This is known as
extension risk, which may increase the Fund’s sensitivity to rising rates and
its potential for price declines, as the Fund would be unable to capitalize on
higher interest rates when investments are locked in at a lower rate for a
longer period of time.”

2

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.

      5.

      If
      the Fund will invest in Federal Home Loan Bank securities, please state so
      and include risk disclosure in the “Principal Risks” section regarding the
      risks of investing in such
securities.

      The
      Fund responds by including the requested disclosure in this section (see
      the Fund’s response to Comment 4) and adding the following to the
      “Principal Risks” section:

      “U.S.
      Government Obligations.
      The Fund may invest in various types of U.S. Government obligations. U.S.
      Government obligations include securities issued or guaranteed as to
      principal and interest by the U.S. Government, its agencies or
      instrumentalities, such as the U.S. Treasury. Payment of principal and
      interest on U.S. Government obligations may be backed by the full faith
      and credit of the United States or may be backed solely by the issuing or
      guaranteeing agency or instrumentality itself. In the latter case, the
      investor must look principally to the agency or instrumentality issuing or
      guaranteeing the obligation for ultimate repayment, which agency or
      instrumentality may be privately owned. There can be no assurance that the
      U.S. Government would provide financial support to its agencies or
      instrumentalities (including government-sponsored enterprises) where it is
      not obligated to do so.”

      6.

      With
      respect to the subsection entitled “Portfolio Turnover Rate,” please
      include a statement that high portfolio turnover could result in short
      term gains that will be taxable at ordinary income
      rates.

The Fund
has revised the applicable disclosure as follows:

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

Prospectus:
Investments, Risks and Performance/Principal Risks

      7.

      Under
      the subsection entitled “Foreign Securities Risk,” please state if there
      is a limit on the Fund’s ability to invest in foreign
      securities.

      The
      Fund has added the following statement as the last sentence in this
      subsection:

      “The
      Fund may have up to 30% of its net assets invested directly or indirectly
      in foreign securities.”

      8.

      With
      respect to the subsection entitled “Short Sale Risk,” please include a
      statement as to whether there are any limits on the Fund’s ability to
      engage in short sales, and clarify that short sale strategies may involve
      high levels of risk. In addition, regarding the statement “Short sale
      strategies are often characterized as a form of leveraging or hedging,”
      please clarify that leveraging and hedging are separate types of
      strategies.

3

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 Fund
has removed the reference to hedging and has revised subsection as
follows:

“Short
Sale Risk. Short
sale strategies are riskier than “long” investment strategies.
The
Fund may invest up to 75% of its net assets in short positions.
Short
selling may result in the Fund’s investment performance suffering if it is
required to close out a short position earlier than it had intended. This would
occur if the lender required the Fund to deliver the securities it borrowed at
the commencement of the short sale and the Fund was unable to borrow the
securities from other securities lenders. Furthermore, until the Fund replaces a
security borrowed, or sold short, it must pay to the lender amounts equal to any
dividends that accrue during the period of the short sale. In
addition, the Fund will incur certain transaction fees associated with short
selling. Short
sale strategies are often characterized as a form of leveraging or speculative
investments.
Although the Advisor uses speculative
investment
strategies, there is no assurance that these
strategies will protect against losses or perform better than non-speculative
strategies. The use of short sales is an effort by the Fund to protect against
losses due to general movements in market prices; however, no assurance can be
given that such strategies will be
successful or that consistent absolute returns will be achieved.”

      9.

      We
      note that you included a subsection entitled “Borrowing Risks” in this
      section. Please indicate any intended limits on such investments.

      The
      Fund responds by adding the following to the end of the third paragraph in
      the “Principal Investment Strategies”
section:

“Additionally,
the Fund may borrow money from banks or other financial institutions to purchase
securities, which is commonly known as “leveraging,” in an amount not to exceed
one-third of its total assets. Leveraging allows the Fund to generate a return
that is larger than what would be generated on the invested capital without
leverage, thus changing small market movements into larger changes in the value
of the investments of the Fund.”

      10.

      Please
      include a statement in the subsection entitled “High Portfolio Turnover
      Rate Risk” clarifying that short-term capital appreciation is a tax term
      that implies that high portfolio turnover may result in significant short
      term gains which are taxable at ordinary income
      rates.

      The
      Fund responds by revising this subsection as
follows:

“High
Portfolio Turnover Rate Risk. The Fund’s investment strategy may result in high
portfolio turnover rates. This
could generate capital gains that must be distributed to shareholders as
short-term capital gains taxed at ordinary rates (as high as 35%) and could
increase brokerage commission costs. To the
extent that the Fund experiences an increase in brokerage commissions due to a
higher turnover rate, the performance of the Fund could be negatively impacted
by the increased expenses incurred by the Fund.”

Prospectus:
Investments, Risks and Performance/Fees and Expenses

      11.

      Please
      revise the third sentence in footnote 2 of the fee table to read, “Such
      additional expenses (including
      dividends on short positions) associated
      with these investments cannot
      be estimated
      and therefore, actual Fund expenses may be higher than those
      shown.”

The Fund
responds by making the requested revision.

4

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:
Management of the Fund/The Advisor

      12.

      Please
      remove the phrase “high-value-added” from the second sentence of the first
      paragraph in this section, as this is a prediction and is
      objectionable.

      The
      Fund responds by making the requested
revision.

      13.

      Please
      include a statement in the Fund’s disclosure pursuant to Item 5 of Form
      N-1A (“Item 5”) that a discussion of the approval of the investment
      advisory contract will be included in the Fund’s next annual or
      semi-annual report.

      The
      Fund responds by including the following as a new third paragraph in this
      section:

      “A
      discussion regarding the basis for the Board of Trustees’ approval of the
      Fund’s investment advisory agreement with the Advisor will be available in
      the Fund’s next annual or semi-annual
report.”

Prospectus:
Management of the Fund/Portfolio Manger

      14.

      Please
      include a statement as to how many investment companies are managed by Mr.
      Lipp and the Advisor as part of the Fund’s Item 5
      disclosure.

The Fund
responds by supplementally disclosing that Mr. Lipp and the Advisor do not
manage any other investment companies. In addition, the Fund has included the
following at the end of the first paragraph in this section:

“Mr. Lipp
has managed accounts using a similar style to the Fund since January of
2004.”

Prospectus:
Shareholder Information/Share Price

      15.

      Please
      add the following statement as appropriate to this section: “The Board of
      Trustees will regularly evaluate whether its fair valuation pricing
      procedures continue to be appropriate in light of the specific
      circumstances of the Fund and the quality of prices obtained through their
      application by the Trust’s valuation
  committee.”

The Fund
responds by adding the requested disclosure to the end of the third paragraph in
this section.

    16.
    Please
      add disclosure explaining the effects of fair value
      pricing.

The Fund
responds by revising the second sentence in the second paragraph in this section
to read, “Due to the subjective and variable nature of fair value pricing, it is
possible that the fair value determined for a particular security may be
materially different from the
price of the security quoted or published by others or the value when trading
resumes or realized upon its sale.”

5

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:
Shareholder Information/Short Term Trading and Redemption
Fees

      17.

      With
      respect to the list of shares th