SecProbe.io

March 29, 2024
VIA E-MAIL
Joseph M. Mannon, Esq.
Vedder Price
222 North La Salle St. Chicago, IL 60601
  Re: Palmer Square Funds Trust/Pa lmer Square Credit Opportunities ETF
   File Nos. 811-23946 and 333-277718
Dear Mr. Mannon:
On March 6, 2024, you filed a registration st atement on Form N-1A on behalf of
Palmer Square Funds Trust (the “Trust”) to register shares of the Palmer Square Credit
Opportunities ETF (the “Fund” or “ETF”).  Our comments are set forth below.  For
convenience, we generally organized our comme nts using the headings, defined terms and
page numbers from the re gistration statement. Where a comment is made in one location, it
is applicable to all similar disclosure appearing elsewhere in the registration statement. All
capitalized terms not otherwise defined herein  have the meaning given to them in the
registration statement.
PROSPECTUS
Cover Page
1. Please complete all blank fields.  SUMMARY – PALMER SQUARE CREDIT OPPORTUNITIES ETF, Pages 1-5 Fees and Expenses of the Fund, Page 1
2. The fee table is incomplete.  When completing, please provide an estimate of
organizational and offering costs, disclose  the party responsible for paying these
expenses, and, if applicable, confirm that they will be included in the line item for
Other Expenses in the fee table.

Joseph M. Mannon, Esq.
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March 29, 2024

   Example, Page 1
3. On Page 1, the Example contains a sentence stating that the example reflects the
Fund’s fee waiver agreement but only for the contractual term of the fee waiver.  The
fee table, however, does not contain any lin e item showing a fee waiver. If such a fee
waiver agreement will be in place for at least one year from the date of effectiveness of the registration statement, pl ease ensure that the fee tabl e is updated accordingly with
the contractual term of the waiver agreement referenced in footnote disclosure to that
line item.  If a fee waiver agreement will not  be in place, please update the introductory
disclosure in the Example to remove reference to the fee waiver agreement.
4. Because this is a new fund, please include disclosure that the expenses are based on
estimated amounts for the current fiscal year.
Principal Investment Strategies, Pages 1-2
5. The first paragraph on Page 1  of this section details a lis t of investments that the Fund
may invest in.  Please confirm that each listed security type is a principal strategy of the Fund.
6. The last sentence of the first paragraph on Page 1  of this section states that the Fund
can invest in securities of foreign issuers.   Please confirm whether securities underlying
the ETF are traded outside of a collateralized settlement system.  If so, please disclose in the principal risk section, along with other required disclosure regarding the risks of
the Fund’s ETF structure that there are a limite d number of financial institutions that
may act as authorized participants that pos t collateral for certain trades on an agency
basis ( i.e., on behalf of other market  participants). Please also disclose that, to the
extent that those authorized participants exit the business or are unable to process creation and/or redemption orde rs and no other authorized participant is able to step
forward to do so, there may be a significantly  diminished trading market for the ETF's
shares.  In addition, please note that this coul d in turn lead to differences between the
market price of the ETF's shares a nd the underlying value of those shares
.
7. With respect to the Fund’s disclosed ability to  invest in securities of foreign issuers on
Page 1  of this section, please e xplain supplementally to the staff whether the Fund can
invest in emerging markets securities and non-US or US-dollar denominated debt from
emerging markets, and if so, add disclosure in Item 4 if such investments will be principal strategies or in Item 9 or the SAI, as appropriate, if such investments will be
non-principal strategies.
8. The second full paragraph on Page 2  of this section, states that the Fund “may also
employ derivatives” for hedging purposes and some investments could count towards
satisfaction of the Fund’s 80% policy.  Please confirm supplementally to the staff that
the list of derivatives will be used as principal strategies. If not, please move this

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   disclosure to Item 9 or the SAI as appropriate.  For the instruments that will be used as
principal strategies, particularly for the inst ruments that could be used to satisfy the
80% policy, please identify those instruments and describe with mo re specificity how
those will be used in Item 4 and/or Item 9 as appropriate.
9. The third full paragraph of this section on Page 2  states that the Fund seeks to identify
investments “that it believes can provide highly competitive rate yields and total return over the long term with relatively mitigated cr edit risk.” Please describe how the Fund
interprets the phrase “relatively mitigated credit risk” and what techniques the Fund
will employ to mitigate credit risk.
Principal Investment  Risks, Pages 2-5
10. Beginning on Page 2  of the prospectus, the principa l risks of the Fund are described.
Once the principal investment strategies ar e finalized and refined, please ensure that
there is summary risk disclosure in Item 4 for each principal strategy listed with enhanced disclosure in Item 9 or the SA I as appropriate.  For example, you list
investments in covenant-lite securities as a principal strategy but there is no principal
risk disclosure in Item 4 regarding the risks of these securities.
11. Page 1  of the prospectus discloses that the Fund may invest in US-dollar and non-US
dollar denominated debt securities and securities of foreign issuers but there is no principal risk disclosure of these investments in Item 4 or Item 9.  Please add summary
risk disclosure regarding these principal stra tegies with more enhanced disclosure in
Item 9 or the SAI as appropriate.  Also, if the principal strategies of the Fund will
include investments in emerging markets, please add disclosure  of the specific risks of
those types of investments.
12. The Fund is an ETF and there is no principa l risk disclosure specific to the Fund’s
structure as an ETF.  Please add specific risk  disclosure that covers, at a minimum, the
following points:
a) Please disclose the risk that the ETF's market price may deviate from the value of
the ETF's underlying portfolio holdings, partic ularly in times of market stress, with
the result that the investors may pay more or receive less that the underlying value
of the ETF shares bought or sold.  For clar ity, consider disclosing that this can be
reflected as a spread between the bid a nd ask prices for the ETF quoted during the
day or a premium or discount in the closing price from the ETF's NAV.
b) Please disclose the risk that an active trading market for shares of the ETF may not
develop or be maintained.  Please also note that in times of market stress, market makers or authorized participants may step away from their respective roles in making a market in shares of the ETF and in executing purchase or redemption
orders, and that this could in turn lead  to wider bid/ask spreads and variances

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   between the market price of the ETF's shares and the underlying value of those
shares.
c) Please disclose that, where all or a por tion of the ETF's underlying securities trade
in a market that is closed when the market in which the ETF's shares are listed and
trading in that market is open, there may be changes between the last quote from its
closed foreign market and the value of such security during the ETF's domestic
trading day.  In addition, please note that th is, in turn, could lead to differences
between the market price of the ETF's shares and the underlying value of those
shares.
d) Please disclose that, in stressed market conditions, the market for an ETF's shares
may become less liquid in response to deteri orating liquidity in the markets for the
ETF's underlying portfolio holdings.  Please also note that this adverse effect on
liquidity for the ETF's shares in turn could lead to wider bid/ask spreads and
differences between the market price of the ETF's shares and the underlying value
of those shares.
13.  The last bullet point on Page 5  of the prospectus states that the Fund is “non-
diversified.”  Please reference the Fund’s status as a non-diversified fund in its
principal strategies and add risk disclosure explaining th e risks of a non-diversified
Fund.
Performance, Page 5
14. Please supplementally identify for the staff th e benchmark indices the fund intends to
use for the performance presentation.  We may have additional comments.

Purchase and Sale of Fund Shares, Page 5
15. The second sentence of this section on Page 5 states that the Fund generally redeems
and sells shares in Creation Units in exchange for a deposit of securities or cash. Given the Fund’s strategy, please confirm supplem entally to the staff whether the Fund
anticipates issuing and redeeming Creation Un its primarily in cash.  If so, please add
risk disclosure that the purchases and re demptions of Creation Units primarily with
cash, rather than through in-kind delivery of portfolio securities, may cause the ETF to
incur certain costs.  Please also disclose that these costs could include brokerage costs
or taxable gains or losses that  it might not have incurred if  it had made redemptions in-
kind.  In addition, please also disclose that  these costs could be imposed on the ETF,
and thus decrease the ETF's net asset value, to  the extent that these costs are not offset
by a transaction fee payable by an authorized participant.

Joseph M. Mannon, Esq.
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March 29, 2024

   MORE ABOUT THE FUND’S INVESTMENT OBJECTIVES, PRINCIPAL
INVESTMENT STRATEGIES AND RISKS, Pages 7-14
16. Please conform changes to Item 4 made in response to comments to the Item 9
disclosure as appropriate.

STATEMENT OF ADDITIONAL INFORMATION
Management of the Trust
Trustees and Officers, Page B-29 & Signature Page
17. The table on Page B-29  of the SAI page 12 indicates that the Trustees and officers
have not been identified for the Trust and the registration statement has been signed
only by the chief executive and financial office rs.  Please ensure that once the Board of
Trustees has been properly constituted, a pre-effective amendment to the registration statement will be signed by a majority of Trustees and all Trustees and officers of the
Trust are identified. See Section 6(a) of Securities Act.

PURCHASE AND REDEMPTION OF SHARES IN CREATION UNITS, Pages B-41
- B-46
18. The section entitled “ Acceptance of Orders of Creation Units” on Page B-44
discloses certain instances when an orde r for a Creation Unit might be rejected,
including two subparagraphs (d) and (e) when such an order might be rejected based on
opinion of counsel.  Please explain supplementally why s ubparagraphs (d) and (e) are
necessary or whether they can be combined.
19. In the same section on Page B-44, please de lete the following language in the first
sentence: “without limitation”.
Exhibits
20. The staff needs to review the Declaration of  Trust and Bylaws of the Trust prior to
effectiveness.  Please transmit to the staff for review once completed.
21. Please confirm that the legal opinion to be filed as Exhibit (i) will be consistent with
Staff Legal Bulletin No. 19, Legality and Tax Opinions in Registered Offerings
(October 14, 2011).

. Part C – Other Information
22. If the Registrant may indemnify a director , officer, or controlling person against
liabilities arising under the S ecurities Act of 1933 (“Secur ities Act”), please add a
description of the indemnification pr ovisions including an undertaking to the

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   registration statement that states the indemnification language of Rule 484 under the
Securities Act of 1933.

GENERAL COMMENTS

23. Please identify the person or entity that will be providing the seed capital for the Trust
and their relationship to the Trust.

24. Please advise us if you have submitted, or e xpect to submit, any exemptive application
(other than the co-investment exemptive application) or any no-action request in
connection with the registration statement .

25. We note that many portions of your filing are incomplete or to be updated by
amendment.  We may have additional comme nts on such portions when you complete
them in pre-effective amendments, on disclo sures made in response to this letter, on
information supplied supplementally, or on exhibits added in any pre-effective
amendment.
26. A full financial review must be performed before declaring the registration statement
effective, including reviewing, without limita tion, the completed fee table, hypothetical
expense examples, references to the aud itor, auditor consent and seed financial
statements.
Responses to this letter should be in the form  of a pre-effective amendment filed pursuant
to Rule 472 under the Securities Act.  Where no change will be made  in the filing in
response to a comment, please i ndicate this fact in a supplem ental letter and briefly state
the basis for your position.
In closing, we remind you that the Trust a nd its management are responsible for the
accuracy and adequacy of their disclosures,  notwithstanding any review, comments, action,
or absence of action by the staff.

                                                    *  *  *  *  *

Joseph M. Mannon, Esq.
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March 29, 2024

   If you have any questions prior to filing a pre-effective amendment, please call me
at (303) 324-6165.
       S i n c e r e l y ,
       /s/ Eileen Smiley
                   Eileen Smiley
        A t t o r n e y - A d v i s e r
cc: Michael Spratt, Assistant Director
 Thankam Varghese, Branch Chief