April 30, 2010
Mr. Chad Eskildsen
Division of Investment Management
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
| Re: | The Appleton Funds |
File Nos. 333-49374 and 811-10201 |
Dear Mr. Eskildsen:
This will confirm our telephone conversation on Wednesday, April 14, 2010 regarding the 485(a) filing made by the Appleton Funds (“Registrant”) on March 1, 2010. Your comments and the Registrant’s responses are set forth below:
Prospectus
Comment
Add the Fund’s ticker to the cover page.
Response
The Fund does not have a ticker symbol.
Comment
Delete the sentence giving the Adviser’s name and address.
Response
The requested change has been made
Comment
Delete the phrase “by investing primarily in common stocks” from the investment strategy.
Response
The requested change has been made.
Comment
Make the Shareholder Fees into a table format.
Response
The requested change has been made.
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Comment
Change the titles in the fee table to conform with the Form N-1A instructions.
Response
The requested change has been made.
Comment
In order for the net expenses to be depicted in the fee table inclusive of the contractual fee waiver the expense limitation agreement must run through the term of the prospectus (April 30, 2011).
Response
The Fund and Appleton Partners, Inc. (the Adviser) have agreed to extend the contractual fee waiver through April 30, 2011.
Comment
In the footnote discussing the expense waiver state who can terminate the agreement.
Response
The requested change has been made to state that the Fund or the Trustees may terminate the agreement.
Comment
Shorten the disclosure regarding the Acquired Fund Fees and Expenses.
Response
The requested change has been made
Comment
Delete footnote #3 from the fee table.
Response
The requested change has been made.
Comment
Confirm that the expense waiver is only reflected in the first year of the example calculation.
Response
The Registrant confirms that the waiver is only reflected in the first year of the example calculation.
2
Comment
Move the statement regarding a 60 day notice to shareholders to the strategy section of the statutory prospectus.
Response
The requested change has been made.
Comment
Delete the disclosure regarding convertible securities risk if it is not a principal strategy of the Fund.
Response
The requested change has been made.
Comment
If the Registrant posts performance on its website state that fact in the summary prospectus.
Response
The Fund does not post performance on its website.
Comment
Delete the phrases “Post Liquidation” and “Pre Liquidation” from the Average Annual Total Return table.
Response
The requested change has been made
Comment
Delete Footnote #2 from the AAR table unless applicable.
Response
The requested change has been made.
3
Comment
Delete Footnotes #3 and #4 from the AAR table.
Response
The requested change has been made.
Comment
Discuss why the registrant believes it is appropriate to present a second index for performance comparison.
Response
The requested disclosure has been added.
Comment
Delete the phrase “shares may not be available” from the How to Buy and Sell Shares section.
Response
The requested change has been made.
Comment
Add the word “Principal” to the Principal Risks section.
Response
The requested change has been made.
Comment
Delete the section regarding Portfolio Turnover risk.
Response
The requested change has been made
Comment
Move the paragraph discussing the basis for the Board’s selection of the Adviser to after the third paragraph of the Management section.
Response
The requested change has been made.
Comment
In the section How to Redeem Shares change from 3 to 7 the number of business days it may take for a redemption request to be fulfilled.
Response
The requested change has been made.
4
SAI
Comment
Confirm that the Board of Trustees table reflects other directorships held within the last 5 years.
Response
The Registrant confirms that the table reflects other directorships held within the last 5 years.
Comment
Provide more specific disclosure relating to the Board’s leadership structure.
Response
The requested change has been made.
In connection with this filing, the Trust acknowledges that: (1) the Trust is responsible for the adequacy and accuracy of the disclosure in the filing; (2) staff comments or changes to disclosure in connection with this filing, reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and (3) 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.
Please contact the undersigned at 513-878-4066 if you have any questions or need any additional information.
Very truly yours,
/s/ Jay S. Fitton
Jay S. Fitton
Assistant Secretary
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