Correspondence 0000894189-24-005481 from TRUST FOR PROFESSIONAL MANAGERS (CIK 0001141819)
TRUST FOR PROFESSIONAL MANAGERS (CIK 0001141819)
Date: Sept. 6, 2024 · CIK: 0001141819 · Accession: 0000894189-24-005481
AI Filing Summary & Sentiment
File numbers found in text: 333-62298, 811-10401
Letter
VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Investment Management Washington, D.C. 20549 Re: Trust for Professional Managers (the “Trust”) Securities Act Registration No: 333-62298 Investment Company Act Registration No: 811-10401
Dear Ms. Miller:
This correspondence is being filed in response to the oral comments provided to Jay Fitton of U.S. Bank Global Fund Services on August 16, 2024 regarding your review of the recent shareholder reports filed on Form N-CSR and Form N-CEN for series of the Trust (each, a “Fund,” and collectively, the “Funds”) listed below. For your convenience in reviewing the Trust’s responses, your comments are included in bold typeface immediately followed by the Trust’s responses.
S000080973 Rockefeller US Small Cap Core Fund
S000072137 Rockefeller Climate Solutions Fund
S000076012 Mairs & Power Small Cap Fund
S000076014 Mairs & Power Growth Fund
S000076013 Mairs & Power Balanced Fund
S000069483 Mairs & Power Minnesota Municipal Bond ETF
The Trust’s responses to your comments are as follows:
Comments with respect to the Rockefeller US Small Cap Core Fund and Rockefeller Climate Solutions Fund:
1. Comment: The Staff notes that in the notes to the financial statements, the Funds have certain commitments and contingencies. However, the balance sheet does not include disclosure either by amount, or by a line item, that references the notes in the financial statements. Please update going forward.
Response: The Trust responds by supplementally explaining that it does not consider the amounts subject to recoupment to be commitments and contingencies. The Trust does not consider amounts subject to recoupment to be a commitment because there is not an entity that can demand
payment and there is the potential that the recoupment could expire. As such, the Trust respectfully declines to make the requested revision.
Comments with respect to the Mairs & Power Small Cap Fund, Mairs & Power Growth Fund, Mairs & Power Balanced Fund and Mairs & Power Minnesota Municipal Bond ETF:
2. Comment: The Staff notes that certain sections of the financial statement were marked “unaudited.” Please re-file Form N-CSR and update the sections of the financial statements that were marked as “unaudited.”
Response: The Trust responds by supplementally confirming it will re-file the Form N-CSR for the period ended December 31, 2023 to remove the “unaudited” reference from the header to the Notes to the Financial Statements.
Comments with respect to the Mairs & Power Minnesota Municipal Bond ETF:
3. Comment: Please explain why the schedule of investments was not categorized by type of investment and related industry, country, or geographic location.
Response: The Trust responds by supplementally explaining that the schedule of investments categorizes the holdings by type of investment, particularly municipal bonds and short-term investments. The Trust confirms that going forward it will add a reference to the State of Minnesota for the municipal bonds.
4. Comment: Please disclose the tax basis of distributable earnings as of the most recent tax year on an accumulated basis or explain why the amounts in the notes to the financial statements do not tie to the balance sheet.
Response: The Trust responds by supplementally explaining that the Mairs & Power Minnesota Municipal Bond ETF has a fiscal year end of 12/31 and a tax year end of 11/30 and as such the distributable earnings referenced in the footnotes as of 11/30 will not tie to the balance sheet as of 12/31.
If you have any additional questions or require further information, please contact Jay Fitton at (513) 520-5925.
Sincerely,
/s/ John P. Buckel
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CORRESP 1 filename1.htm Document Trust for Professional Managers c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, Wisconsin 53202 September 6, 2024 VIA EDGAR TRANSMISSION Ms. Megan Miller United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Trust for Professional Managers (the “Trust”) Securities Act Registration No: 333-62298 Investment Company Act Registration No: 811-10401 Dear Ms. Miller: This correspondence is being filed in response to the oral comments provided to Jay Fitton of U.S. Bank Global Fund Services on August 16, 2024 regarding your review of the recent shareholder reports filed on Form N-CSR and Form N-CEN for series of the Trust (each, a “Fund,” and collectively, the “Funds”) listed below. For your convenience in reviewing the Trust’s responses, your comments are included in bold typeface immediately followed by the Trust’s responses. S000080973 Rockefeller US Small Cap Core Fund S000072137 Rockefeller Climate Solutions Fund S000076012 Mairs & Power Small Cap Fund S000076014 Mairs & Power Growth Fund S000076013 Mairs & Power Balanced Fund S000069483 Mairs & Power Minnesota Municipal Bond ETF The Trust’s responses to your comments are as follows: Comments with respect to the Rockefeller US Small Cap Core Fund and Rockefeller Climate Solutions Fund: 1. Comment: The Staff notes that in the notes to the financial statements, the Funds have certain commitments and contingencies. However, the balance sheet does not include disclosure either by amount, or by a line item, that references the notes in the financial statements. Please update going forward. Response: The Trust responds by supplementally explaining that it does not consider the amounts subject to recoupment to be commitments and contingencies. The Trust does not consider amounts subject to recoupment to be a commitment because there is not an entity that can demand payment and there is the potential that the recoupment could expire. As such, the Trust respectfully declines to make the requested revision. Comments with respect to the Mairs & Power Small Cap Fund, Mairs & Power Growth Fund, Mairs & Power Balanced Fund and Mairs & Power Minnesota Municipal Bond ETF: 2. Comment: The Staff notes that certain sections of the financial statement were marked “unaudited.” Please re-file Form N-CSR and update the sections of the financial statements that were marked as “unaudited.” Response: The Trust responds by supplementally confirming it will re-file the Form N-CSR for the period ended December 31, 2023 to remove the “unaudited” reference from the header to the Notes to the Financial Statements. Comments with respect to the Mairs & Power Minnesota Municipal Bond ETF: 3. Comment: Please explain why the schedule of investments was not categorized by type of investment and related industry, country, or geographic location. Response: The Trust responds by supplementally explaining that the schedule of investments categorizes the holdings by type of investment, particularly municipal bonds and short-term investments. The Trust confirms that going forward it will add a reference to the State of Minnesota for the municipal bonds. 4. Comment: Please disclose the tax basis of distributable earnings as of the most recent tax year on an accumulated basis or explain why the amounts in the notes to the financial statements do not tie to the balance sheet. Response: The Trust responds by supplementally explaining that the Mairs & Power Minnesota Municipal Bond ETF has a fiscal year end of 12/31 and a tax year end of 11/30 and as such the distributable earnings referenced in the footnotes as of 11/30 will not tie to the balance sheet as of 12/31. If you have any additional questions or require further information, please contact Jay Fitton at (513) 520-5925. Sincerely, /s/ John P. Buckel John P. Buckel President Trust for Professional Managers 2