GKM
FUNDS
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May 1, 2009
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
RE: The GKM Funds (the "Trust")
File Nos. 811-10529 and 333-71402
Response to Commission's Comments on Preliminary Proxy
Statement filed on April 7, 2009
Ladies and Gentlemen:
Mr. Briccio Barrientos of the Commission staff contacted us to provide
comments on Preliminary Proxy Statement filed with the Commission on April 7,
2009. The following are the two comments provided by the Commission staff and
the Trust's response to each:
1. COMMENT: Remove the following disclosure from the proxy statement:
"While adherence to the conditions of Section 15(f) is voluntary, the
Trust has determined to do so because the Trustees believe that adhering
to those conditions is in the best interests of shareholders."
RESPONSE: The disclosure has been removed.
2. COMMENT: Add disclosure regarding the availability of the Trust's proxy
materials via the internet. In addition, the disclosure must be prominent
in bold-face type.
RESPONSE: The disclosure has been added to the proxy statement. In
addition, the proxy materials will be posted on the internet and will be
available for downloading free of charge.
The Trust has authorized me to acknowledge to you that:
(a) The Trust is responsible for the adequacy and accuracy of the
disclosure in the filings reviewed by the staff of the Securities
and Exchange Commission (the "Staff");
(b) Staff comments or changes to disclosure in response to Staff
comments in a filing reviewed by the Staff do not foreclose the
Commission from taking any action with respect to the filing; and
(c) The Trust may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
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If you have any further questions or additional comments, please contact
the undersigned at 513-587-3406.
Sincerely,
/s/ Wade R. Bridge
Wade R. Bridge
Assistant Secretary