SecProbe.io

CORRESP
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		Document

[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

January 10, 2020

Elisabeth Bentzinger

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

RE:

 Cushing® Mutual Funds Trust
(File Nos. 333-220520 and 811-23293)

Dear Ms. Bentzinger:

Thank you for your telephonic comments received January 3, 2020 regarding Post-Effective Amendment No. 10 to the Registration Statement on Form N-1A filed pursuant to Rule 485(a) under the Securities Act of 1933 (the “Securities Act”) on November 20, 2019 by Cushing® Mutual Funds Trust (the “Trust”), regarding its series, Cushing  SMID Growth Focused Fund (the “Fund”). We have considered your comments and, on behalf of the Trust, responses to those comments are set forth below. Changes will be reflected in a Post-Effective Amendment to the Registration Statement to be filed pursuant to Rule 485(b) under the Securities Act. Changed pages showing the changes that will be made in response to your comments are attached hereto as Annex A. Capitalized terms not defined herein have the definitions provided to them in the Fund’s Prospectus or Statement of Additional Information.

1

General

Comment 1:

 Update the name of the series within the class and series identifiers on EDGAR.

Response:

 The Trust has updated the series name on EDGAR.

Prospectus Summary

Comment 2:

 Under “Fees and Expenses of the Fund,” remove footnote (b) to the fee and expense table, as the disclosure is neither required nor permitted by Form N-1A.

Response:

 The Trust has revised the disclosure as requested.

Comment 3:

 Under “Principal Investment Strategies of the Fund,” the Fund previously disclosed that “The Fund intends to seek to achieve its investment objective by investing primarily in a portfolio of common stocks of companies that the Investment Adviser believes have above-average future growth potential relative to their peers.”  Include this or other disclosure consistent with the use of “Growth” in the Fund’s name.

Response:

 The Trust has revised the disclosure as requested.

Comment 4:

 Under “Principal Investment Strategies of the Fund,” update the market cap range for the Index as of a more recent date.

Response:

 The Trust has revised the disclosure as requested.

Comment 5:

 Given that the filing will become effective after January 1, 2020, update dates throughout the document.

Response:

 The Trust has revised the disclosure as requested.

Prospectus – Additional Information about the Fund

Comment 6:

 Under “Investment Policies and Objectives,” disclose that the Fund will look through its investments in other investment companies, including ETFs, for purposes of the Fund’s 80% policy.

Response:

 The Trust has added the requested disclosure.

Comment 7:

 Under “Principal Investment Strategies of the Fund,” review disclosure and include all principal investment strategies under Item 4(c).

Response:

 As noted in response #3, the Trust has added disclosure regarding the Fund’s growth strategy to the Item 4(c) disclosure.  The Trust has reviewed the Item 4(c) disclosure and Item 9 disclosure and believes that all principal investment strategies are disclosed under Item 4(c).

Comment 8:

 Under “Additional Non-Principal Risks of Investing in the Fund—Dependence on Key Personnel,” remove references to the energy infrastructure sector.

Response:

 The Trust has revised the disclosure as requested.

Prospectus—Management of the Fund

Comment 9:

 Under “Prior Related Performance Information,” revise disclosure to clarify whether the presented related performance information is of the Investment Adviser or the portfolio managers.

Response:

 The Trust has revised the disclosure as requested.

Comment 10:

 Revise the heading “Prior Related Performance Information” to clarify that it is performance information of the portfolio managers and not the Fund.

Response:

 The Trust has revised the heading as requested.

Comment 11:

 Under “Prior Related Performance Information,” disclose the name of the prior advisory firm.

Response:

 The Trust has revised the disclosure as requested.

Comment 12:

 Under “Prior Related Performance Information,” clarify that all Prior Advisor Accounts had investment objectives, policies and strategies substantially similar to those of the Fund

Response:

 The Trust has revised the disclosure as requested.

Comment 13:

 Under “Prior Related Performance Information,” disclosure states that net of fees returns reflect the deduction of actual fees or a model

investment management fee.  Was the composite calculated using actual fees or model fees?  If model fees, confirm that the fee is the highest fee charged to the Accounts.

Response:

 The net of fees returns for the Composite was calculated using a model investment management fee, which is equal to the highest fee charged to the Accounts.  The Trust has revised the disclosure accordingly.

Comment 14:

 Under “Prior Related Performance Information,” net performance information should be presented net of all fees and expenses, including sales load if any.

Response:

 The Trust has revised the disclosure as requested.

Comment 15:

 Under “Prior Related Performance Information,” given the disclosure in the sixth paragraph, explain why the Fund believes that the Account has investment objectives, policies and strategies substantially similar to those of the Fund.

Response:

 The Trust confirms that the Investment Adviser believes that the Account has investment objectives, policies and strategies substantially similar to the Fund.  Disclosure was merely intended to describe all material differences between the Fund and the Account, in accordance with applicable guidance of the Staff of the Commission. The Trust has revised the disclosure to eliminate references to outperformance.

Comment 16:

 Under “Prior Related Performance Information,” please update the information in the table as of December 31, 2019.

Response

 The Trust has updated the table as requested.

Comment 17:

 Under “Prior Related Performance Information,” supplementally confirm that the Investment Adviser has records to support the performance presented in accordance with Rule 204-2(a)(16) under the Advisers Act.

Response:

 The Investment Adviser confirms that it has records to support the performance presented in accordance with Rule 204-2(a)(16) under the Advisers Act.

Statement of Additional Information

Comment 18:

 Under “Investment Restrictions,” in the third investment restriction, revise the parenthetical to refer to securities backed principally by the assets and revenues of non-governmental users.

Response:

 The Trust has made the requested revisions.

Comment 19:

 Under “Investment Restrictions,” please clarify that the Fund “looks through” its holdings in investments in all investment companies, not only ETFs, in order to comply with its stated 80% investment policy and fundamental policy regarding industry concentration.

Response:

 The Trust has revised the disclosure to clarify that to the extent that the Fund has sufficient information regarding the portfolio holdings of other investment companies in which it invests, the Fund "looks through" to the underlying holdings of other investment companies, including exchange-traded funds (ETFs), in which the Fund invests, for purposes of the Fund’s 80% policy and the Fund’s policy regarding industry concentration.

* * * * * *

Should you have any questions concerning our responses to your comments, please direct them to the undersigned at (312) 407-0641.

Sincerely,

/s/ Kevin T. Hardy
Kevin T. Hardy

Annex A

Subject to Completion, dated November 20, 2019

The information in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission becomes effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

[ ], 20192020

Cushing® SMID Growth Focused Fund

Class A Shares ( )

Class I Shares ( )

This Prospectus discusses the Cushing® SMID Growth Focused Fund (the “Fund”).

The Fund is managed by Cushing® Asset Management, LP (the “Investment Adviser”).

This Prospectus has information about the Fund that you should know before you invest. You should read it carefully and keep it with your investment records.

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission (“SEC”), paper copies of the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website (www.cushingfunds.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or a bank) or, if you are a direct investor, by calling (888) 878-4080, or sending an e-mail request to contact-info@CushingFunds.com.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call (888) 878-4080 or send an email request to info@CushingFunds.com to let the Fund know you wish to continue receiving paper copies of your shareholder reports.

As with all mutual funds, the SEC has not approved or disapproved of the Fund’s shares or determined whether this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

SUMMARY

 1

Cushing® SMID Growth Focused Fund

 1

Investment Objective

 1

Fees and Expenses of the Fund

 1

Portfolio Turnover

 2

Principal Investment Strategies of the Fund

 2

Principal Risks of Investing in the Fund

 3

Performance

 4

Investment Adviser

 5

Portfolio Managers

 5

Purchase and Sale of Fund Shares

 5

Tax Information

 5

Payments to Broker-Dealers and Other Financial Intermediaries

 5

ADDITIONAL INFORMATION ABOUT THE FUND

 5

MANAGEMENT OF THE FUND

 10

PRIOR RELATED PERFORMANCE INFORMATION

 12

FUND EXPENSES

 13

NET ASSET VALUE

 14

DISTRIBUTION PLAN AND SERVICE PLAN

 15

HOW TO DECIDE WHICH CLASS OF SHARES TO BUY

 17

HOW TO PURCHASE SHARES

 21

HOW TO REDEEM SHARES

 26

MARKET TIMING AND ABUSIVE-TRADING ACTIVITY POLICY

 29

DISTRIBUTIONS

 29

TAX MATTERS

 30

GENERAL INFORMATION

 32

PRIVACY POLICY

 PN-1

NOT FDIC OR GOVERNMENT INSURED

 MAY LOSE VALUE

 NO BANK GUARANTEE

SUMMARY

Cushing® SMID Growth Focused Fund

Investment Objective

The Fund seeks capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund. More information about these and other discounts is available from your financial professional and in “How to Decide Which Class of Shares to Buy” beginning on page 13 of the Prospectus.

 Class A

Shares

 Class I

Shares

Shareholder Fees (fee paid directly from your investment)

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)

 5.50%

 None

Maximum Deferred Sales Charge (Load) (as a percentage of the lower of original purchase price or redemption proceeds)

 None

 (a)

 None

Maximum Sales Charge (Load) Imposed on Reinvested Dividends

 None

 None

Redemption Fee (as a percentage of amount redeemed)

 None

 None

Wire Transfer Fee(b)

 $15

 $15

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management Fees

 [ ]%

 [ ]%

Distribution (12b-1) and/or Service Fees

 0.25%

 None

Other Expenses(cb)(dc)

 [ ]%

 [ ]%

Total Annual Fund Operating Expenses

 [ ]%

 [ ]%

Expense Waiver/Reimbursement(dc)

 [( )]%

 [( )]%

Total Annual Fund Operating Expenses (After Expense Waiver/Reimbursement)

 [ ]%

 [ ]%

(a)

 Investors who purchase more than $1,000,000 of Class A Shares may be assessed a contingent deferred sales charge of 1.00% upon redemptions made within twelve (12) months of purchase.

(b)

 Investors who have redemption proceeds wired to their bank account will be charged a wire transfer fee of $15. In addition, your bank may charge a fee for receiving wires.

 (cb)

 Based upon estimated amounts for the Fund’s initial fiscal year.

(dc)

 The Investment Adviser has agreed to waive or reimburse the Fund for certain Fund operating expenses, such that total annual Fund operating expenses (exclusive of management fees and any front-end load, deferred sales charge, 12b-1 fees, taxes, brokerage commissions, expenses incurred in connection with any merger or reorganization, acquired fund fees and expenses, or extraordinary expenses such as litigation) will not exceed [ ]% for each of Class A Shares and Class I Shares, subject to possible recoupment from the Fund in future years on a rolling three year basis (within the three years after the date that such expenses have been waived or reimbursed); provided, however, that such recoupment will not cause the Fund’s expense ratio, after recoupment has been taken into account, to exceed the lesser of the expense cap in effect at the time of the waiver or the expense cap in effect at the time of recoupment. Such waiver or reimbursement may not be terminated without the consent of the Board of Trustees before March 31, 2021 and may be modified or terminated by the Investment Adviser at any time thereafter.

Example:

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and hold or redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses (giving effect to the expense limitation only during the first year) remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 1 Year

 3 Years

Class A Shares

 $[ ]

 $[ ]

Class I Shares

 $[ ]

 $[ ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes payable by the Fund. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. The Fund’s portfolio turnover rate is not included because the Fund had not commenced operations as of the date of this prospectus.

Principal Investment Strategies of the Fund

Under normal market conditions, the Fund invests at least 80% of its assets (net assets plus any borrowings for investment purposes) in common stocks of small- to mid-cap companies. Under normal market conditions, the Fund will invest in a portfolio of 15-30 common stocks of small- to mid-cap companies traded on any United States stock exchange or over-the-counter market (the “Universe”). The Fund generally considers small- and mid-cap companies to be those with market capitalizations not greater than that of the largest company in the Russell 2500® Gr