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VIA ELECTRONIC MAIL AND EDGAR
May 23, 2006
Ms. Patricia Paige-Williams
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, DC 20549
Re: ICON Funds File Nos.: 333-14927 and 811-7883
Form N-1A, Accession Number: 0001047469-06-003973
Dear Ms. Paige Williams:
This letter confirms our discussion and responds to your comments, as
communicated in our telephone call on May 15, 2006, concerning the
post-effective amendment (the "Amendment") to the registration statement of ICON
Funds (the "Trust"), including the registration of a new Class of Shares to
certain Funds. The Amendment was filed on Form N-1A pursuant to Rule 485(a)
under the Securities Act on March 24, 2006.
PROSPECTUS COMMENT #1: Please shorten the introduction to the "Fund Summaries"
section on page 3.
RESPONSE #1: In an effort to shorten the "Fund Summary" section, we have moved
the index definitions to the performance information for the appropriate Funds
throughout the prospectus.
PROSPECTUS COMMENT #2: With respect to the industry and sector risk which
appears in each Funds "Main Risk of Investing" section, please clarify the risk
associated with a Fund's overweight position in the specific industry.
RESPONSE #2: Each Fund may invest up to 25% of its total assets in a single
industry. As such, we intend to modify the disclosure to read as follows:
Companies have similar lines of business are grouped together in broad
categories called industries. Certain industries are grouped together in
broader categories called sectors. The Fund may invest up
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to 25% of its total assets in a single industry. This overweighting means
the Fund is less diverse and more volatile than its benchmark.
PROSPECTUS COMMENT #3: Under "Investment Objective and Principle Investment
Strategy" for ICON Core Equity, ICON Covered Call, ICON Equity Income and ICON
Long/Short Funds there is a statement that the each Funds positions may also
include equity securities of foreign issuers that are traded in U.S. markets,
but there is no corresponding reference to foreign risk in the "Main Risks of
Investing" section.
RESPONSE #2: Foreign risk has been added to each Fund's "Main Risks of
Investing" section, as appropriate.
PROSPECTUS COMMENT #3: For each Fund that invests in small and mid-size
companies, please simplify the risk disclosure of investing in such companies.
RESPONSE #3: The small and mid-size company risk has been revised as follows:
The Fund may invest in small or mid-size companies. Small and Mid-size
companies may involve greater risk of loss and price fluctuation.
PROSPECTUS COMMENT #4: With respect to the ICON Equity Income Fund, U.S.
Government Agencies are not mentioned in the Fund's "Investment Objective and
Principal Investment Strategy" on page 13. Please add if appropriate, or remove
the risk from the "Main Risk of Investing" section.
RESPONSE #4: A statement that the Fund may invest in U.S. Government agencies or
government sponsored enterprises has been added to the principal investment
strategy of the Fund.
PROSPECTUS COMMENT #5: Please add Todd Burchett's tenure with the ICON Core
Equity Fund and employment history for the past five years.
RESPONSE #5: Mr. Burchett has been a part of the investment team of the Fund
since 2005 and his employment history has been updated.
PROSPECTUS COMMENT #6: In the last paragraph under "About Your Investment" on
page 44, please revise the language that the Funds will have been deemed to have
received a purchase or redemption order from the Servicing Agent when an
authorized broker or, if applicable, a brokers' authorized designee, RECEIVES
the order. (emphasis added)
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RESPONSE #6: The disclosure has been revised as follows:
The Distributor may, from time to time, enter into agreements with one or
more brokers or other intermediaries to accept purchase and redemption
orders for Fund shares until the close of regular trading on the Exchange
(normally, 4:00 p.m. Eastern time on each day that the Exchange is open for
trading); such purchase and redemption orders will be deemed to have been
received by the Fund when the authorized broker or intermediary accepts
such orders; and such orders will be priced using that Fund's net asset
value next computed after the orders are placed with and accepted by such
brokers or intermediaries. Any purchase and redemption orders received by a
broker or intermediary under these agreements will be transmitted daily to
the Fund no later than the time specified in such agreement; but, in any
event, no later than 9:30 a.m. following the day that such purchase or
redemption orders are received by the broker or intermediary.
SAI COMMENT #1: With respect to the disclosure regarding "Management of Other
Accounts" in the "Portfolio Manager Accounts and Other Information" section46 of
the Diversified Funds SAI, please present data in a tabular format. In addition,
in the Diversified SAI, please add the assets of the other registered investment
companies managed by Messrs. Straus, Rollingson and Waller.
SAI RESPONSE #1: We have updated the information accordingly.
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The Registrant acknowledges that it is responsible for the adequacy and
accuracy of the disclosures in its filings with the SEC and that it may not
assert staff comments as a defense in any proceeding initiated by the SEC or
any person under the federal securities laws of the United States. The
Registrant further acknowledges that staff comments or changes to disclosures
in response to staff comments in a filing reviewed by the staff do not
foreclose the SEC from taking any action with respect to such filing.
Should you have any questions or comments with respect to this letter, please do
not hesitate to call me at (617) 824-1214.
Sincerely,
/s/Michael Lawlor
Enclosure
cc:
Donald Salcito
Charles W. Lutter, Jr., Esq.