U.S. BANCORP FUND SERVICES, LLC
615 East Michigan Street
Milwaukee, WI 53202
August 10, 2009
VIA EDGAR TRANSMISSION
United States Securities and Exchange Commission
Division of Investment Management
100F Street, N.E.
Washington, D.C. 20549
Re: TRUST FOR PROFESSIONAL MANAGERS (the “Trust”)
File Nos.: 333-62298, 811-10401
Dear Sir or Madam:
Pursuant to Section 14(a) of the Securities Exchange Act of 1934, transmitted today, August 10, 2009, by the Trust on behalf of its series, the Smead Value Fund (the “Fund”) is a Preliminary Proxy Statement on Schedule 14A (SEC Accession No. 0000894189-09-002405). The purpose of the proxy statement is the proposal to the Fund’s shareholders for the approval of a Rule 12b-1 Distribution Plan and related 12b-1 fee for the Fund.
If you have any questions regarding the enclosed, please do not hesitate to contact the undersigned at (414) 765-5384.
Very truly yours,
/s/ Rachel A. Spearo
Rachel A. Spearo
For U.S. Bancorp Fund Services, LLC
Enclosures