[LOGO OF STATE STREET] STATE STREET(R)
November 16, 2010
VIA EDGAR CORRESPONDENCE
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Ms. Linda Sterling
Securities and Exchange Commission
Division of Investment Management
100 F. Street, N.E.
Washington, DC 20549
Re: Fifth Third Funds ("Registrant")
(File Nos. Nos. 33-24848 and 811-05669)
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Dear Ms. Sterling:
This letter responds to the comments on Post-Effective Amendment No. 72
to the Registrant's registration statement on Form N-1A ("Registration
Statement") on behalf of the Fifth Third All Cap Value Fund, Fifth Third
Disciplined Large Cap Value Fund, Fifth Third Dividend Growth Fund, Fifth Third
Equity Index Fund, Fifth Third High Yield Bond Fund, Fifth Third Institutional
Government Money Market Fund, Fifth Third Institutional Money Market Fund, Fifth
Third International Equity Fund, Fifth Third Micro Cap Value Fund, Fifth Third
Mid Cap Growth Fund, Fifth Third Prime Money Market Fund, Fifth Third Quality
Growth Fund, Fifth Third Short Term Bond Fund, Fifth Third Small Cap Growth
Fund, Fifth Third Small Cap Value Fund, Fifth Third Strategic Income Fund, Fifth
Third Structured Large Cap Plus Fund, Fifth Third Total Return Bond Fund, Fifth
Third U.S. Treasury Money Market Fund, Fifth Third LifeModel Aggressive
Fund(SM), Fifth Third LifeModel Conservative Fund(SM), Fifth Third LifeModel
Moderate Fund(SM), Fifth Third LifeModel Moderately Aggressive Fund(SM), and
Fifth Third LifeModel Moderately Conservative Fund(SM) (each, a "Fund" and
collectively, the "Funds") that were provided to me by telephone on October 21,
2010 by the Securities and Exchange Commission (the "Commission").
1. SEC COMMENT: Please provide a copy of the legend required by Rule
498(b)(1)(v) of the Securities Act of 1933, as amended that will be included on
each Fund's Summary Prospectus.
RESPONSE: The following legend is included on the Summary Prospectus as
noted for each Fund:
BEFORE YOU INVEST, YOU MAY WANT TO REVIEW THE FUND'S PROSPECTUS,
WHICH CONTAINS INFORMATION ABOUT THE FUND AND ITS RISKS. THE FUND'S
PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION, BOTH DATED NOVEMBER
26, 2010, ARE INCORPORATED BY REFERENCE INTO THIS SUMMARY PROSPECTUS.
FOR FREE PAPER OR ELECTRONIC COPIES OF THE FUND'S PROSPECTUS AND OTHER
INFORMATION ABOUT THE FUND, GO ONLINE AT http://www.fifththirdfunds.com
OR CALL 800.282.5706 OR ASK ANY FINANCIAL ADVISOR, BANK, OR
BROKER-DEALER WHO OFFERS SHARES OF THE FUND.
2. SEC COMMENT: The following comment is applicable to all Funds. The fee
table in the section entitled "Summary-Fees and Expenses of the Fund" for the
Fifth Third Small Cap Growth Fund has "none" for both "Redemption Fees" and
"Exchange Fees". Please delete both these lines if the Fund does not charge such
fees.
RESPONSE: The Registrant will make the changes as requested.
3. SEC COMMENT: The following comment is applicable to all Funds. Footnote 1
to the fee table in the section entitled "Summary-Fees and Expenses of the Fund"
reads "Lower sales charges are available depending
upon the amount you invested." Footnote 2 to the fee table in the section
entitled "Summary-Fees and Expenses of the Fund "For investments of $1 million
or more, no sales charges apply; however, a contingent deferred sales charge
("CDSC") of 1% is applicable to redemptions within eighteen months of purchase.
See "Calculation of Sales Charges" on page __ of the Fund's Prospectus." These
footnotes are not required by Form N-1A. Please remove Footnote 1 and Footnote 2
to the fee table.
RESPONSE: The Registrant will remove Footnote 1 to the fee table as
requested.
The Registrant believes that Footnote 2 to the fee table should remain as
it provides relevant information to shareholders about sales charges including a
contingent deferred sales charge for redemptions within eighteen months.
4. SEC COMMENT: In the section entitled "Summary-Principal Investment
Strategies" for the Fifth Third Small Cap Growth Fund, the disclosure states
that: "Under normal circumstances, the Fund invests at least 80% of its assets
in the equity securities of small cap companies. Small cap companies are defined
as those companies included in the Russell 2000(R) Growth Index and companies
with similar market capitalizations. Market capitalization, a common measure of
the size of a company, is the market price of a share of a company's stock
multiplied by the number of shares that are outstanding. As of September 30,
2010, the average market capitalization of companies included in the Russell
2000 Growth Index was approximately $1.15 billion and the median market
capitalization was approximately $465 million."
The Commission notes that it defines small cap companies as companies
that have market capitalizations below $2 billion. If the Registrant's
definition of small cap companies differs from the Commission's please provide
an explanation.
RESPONSE: As of September 30, 2010, the smallest company by market
capitalization in the Russell 2000 Growth Index is $20 million and the largest
company by market capitalization is $3.24 billion. The Fund defines small cap
companies as those companies included in the Russell 2000(R) Growth Index and
companies with similar market capitalizations. Accordingly, the Fund may invest
in companies with market capitalization more than $2 billion since such
companies are included in the Russell 2000(R) Growth Index.
5. SEC COMMENT: The following comment is applicable to all Funds. Please
remove the first sentence which states "After tax returns are calculated using a
standard set of assumptions" in the section entitled "Summary-Performance."
RESPONSE: The Registrant will make the change as requested.
6. SEC COMMENT: The following comment is applicable to all Funds. Please
remove the last sentence of the second paragraph in the section entitled
"Summary-Purchase and Sale of Fund Shares" which states "Consult that entity for
specific information."
RESPONSE: The Registrant will make the change as requested.
7. SEC COMMENT: In the section entitled "Summary-Principal Investment
Strategies" for the Fifth Third Mid Cap Growth Fund, the disclosure states that:
"Under normal circumstances, the Fund invests at least 80% of its assets in
common stocks of mid cap companies. Mid cap companies are defined as those
companies included in the Russell Midcap(R) Growth Index and companies with
similar market capitalizations. Market capitalization, a common measure of the
size of a company, is the market price of a share of a company's stock
multiplied by the number of shares that are outstanding. As of September 30,
2010, the average market capitalization of companies included in the Russell
Midcap Growth Index was $7.2 billion and the median market capitalization was
approximately $3.9 billion."
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The Commission notes that it defines mid cap companies as companies that
have market capitalizations between $2 billion and $10 billion. If the
Registrant's definition of mid cap companies differs from the Commission's
please provide an explanation.
RESPONSE: As of September 30, 2010, the smallest company by market
capitalization in the Russell Midcap Growth Index is $1 billion and the largest
company by market capitalization is $18.2 billion. The Fund defines mid cap
companies as those companies included in the Russell Midcap(R) Growth Index and
companies with similar market capitalizations. The Fund may invest in companies
with market capitalization less than $2 billion and greater than $10 billion
since such companies are included in the Russell Midcap(R) Growth Index.
8. SEC COMMENT: In the section entitled "Summary-Investment Objective" for
the Fifth Third Dividend Growth Fund, the investment objective of the Fund is
stated as long-term capital appreciation. Please explain why income is not part
of the investment objective since the name of the Fund implies income as part of
its objective.
RESPONSE: The Fund's investment objective is met by investing at least
80% of its assets in equity securities which it deems to provide long-term
capital appreciation. The Registrant, therefore, believes that the Fund is
managed in a manner implied by its name in compliance with Rule 35d-1 of the
Investment Company Act of 1940, as amended.
9. SEC COMMENT: In the section entitled "Summary-Principal Investment
Strategies" for the Fifth Third Micro Cap Value Fund, the disclosure states that
the Fund will invest up to 10% of its assets in foreign securities. Please
confirm that investing in foreign securities is a principal investment strategy
of the Fund.
RESPONSE: The Fund has included a principal strategy to invest up to 10%
of its assets in foreign securities in its disclosure of its principal
investment strategies.
10. SEC COMMENT: In the section entitled "Summary-Principal Investment
Strategies" for the Fifth Third Small Cap Value Fund, the disclosure states
that: "Under normal circumstances, the Fund invests at least 80% of its assets
in the equity securities of small cap companies. Small cap companies are defined
as those companies included in the Russell 2000(R) Value Index and companies
with similar market capitalizations. Market capitalization, a common measure of
the size of a company, is the market price of a share of a company's stock
multiplied by the number of shares that are outstanding. As of September 30,
2010, the average market capitalization of companies included in the Russell
2000 Value Index was approximately $976 million and the median market
capitalization was $407 million."
The Commission notes that it defines small cap companies as companies
that have market capitalizations below $2 billion. If the Registrant's
definition of small cap companies differs from the Commission's please provide
an explanation.
RESPONSE: As of September 30, 2010, the smallest company by market
capitalization in the Russell 2000 Value Index is $26 million and the largest
company by market capitalization is $2.4 billion. The Fund defines small cap
companies as those companies included in the Russell 2000(R) Value Index and
companies with similar market capitalizations. The Fund may invest in companies
with market capitalization less than $2.4 billion and greater than $26 million
since such companies are included in the Russell 2000(R) Value Index.
11. SEC COMMENT: In the section entitled "Summary-Principal Investment
Strategies" for the Fifth Third Disciplined Large Cap Value Fund, the disclosure
states that: "Under normal circumstances, the Fund invests at least 80% of its
assets in equity securities of large capitalization companies. Large
capitalization companies are defined as those companies included in the Russell
1000(R) Value Index and companies with similar market capitalizations. Market
capitalization, a common measure of the size of a company, is the market price
of a share of a company's stock multiplied by the number of shares that are
outstanding. As of September 30, 2010, the average market capitalization of
companies included in the Russell 1000 Value Index was approximately $66.8
billion and the median market capitalization was approximately $4.2 billion."
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The Commission notes that it defines large cap companies as companies
that have market capitalizations greater than $10 billion. If the Registrant's
definition of large cap companies differs from the Commission's please provide
an explanation.
RESPONSE: As of September 30, 2010, the smallest company by market
capitalization in the Russell 1000 Value Index is $208 million and the largest
company by market capitalization is $315 billion. The Fund defines
large capitalization companies as those companies included in the Russell
1000(R) Value Index and companies with similar market capitalizations. The Fund
may invest in companies with market capitalization less than $315 billion and
greater than $208 million since such companies are included in the Russell
1000(R) Value Index.
12. SEC COMMENT: In the section entitled "Summary-Principal Investment
Strategies" for the Fifth Third International Equity Fund, please provide a
definition of foreign securities.
RESPONSE: The Registrant will update the disclosure as requested.
13. SEC COMMENT: In the section entitled "Summary-Principal Investment
Strategies" for the Fifth Third Strategic Income Fund, the first sentence states
that: "Under normal circumstances, the Fund invests at least 80% of its assets
in income-producing securities such as debt securities, common stocks, preferred
stocks and common and preferred shares of closed-end investment companies (also
known as "closed-end funds") having portfolios consisting primarily of
income-producing securities." Please consider changing "income-producing
securities" to "dividend-producing securities."
RESPONSE: The Registrant believes that the current disclosure in the
Prospectus is appropriate. The Fund invests at least 80% of its assets in
securities that produce income, which may be in the form other distributions in
addition to dividends. Therefore, the Registrant respectfully declines to change
the description from "income-producing securities" to "dividend-producing
securities."
14. SEC COMMENT: This comment is applicable to all of the fixed income funds.
In the section entitled "Summary-Principal Risks" for the Fifth Third High Yield
Bond Fund, the principal risks include Credit Risk, Interest Rate Risk and Fixed
Income Securities Risk. Credit Risk and Interest Rate Risk are duplicative of
the Fixed Income Securities Risk. Please revise accordingly.
RESPONSE: Credit Risk and Interest Rate Risk will be deleted. Fixed
Income Securities Risk will be revised and will read as follows:
FIXED INCOME SECURITIES RISK. The risks of investing in debt
securities include interest rate risk, which is the tendency of bond
prices to fall when interest rates rise, and credit risk, which is the
risk of an issuer defaulting on its obligations of paying principal and
interest. The market value of the Fund's investments may go up or down,
sometimes rapidly or unpredictably, as a result of market conditions or
for reasons specific to a particular issuer. Lower rated debt securities
face higher credit risk. Even though certain debt securities may be
collateralized that collateral may be insufficient to satisfy payment
obligations and therefore losses still may occur.
Generally, the price of a bond moves in the opposite direction
from interest rates. New bonds issued after a rise in rates offer higher
yields to investors. An existing bond with a lower yield can appear
attractive to investors by selling it at a lower price. This process
works in reverse as well; as interest rates fall, the price of a bond
tends to increase. The prices of long term bonds (bonds with a remaining
maturity of at least 10 years) tend to be more volatile than the prices
of bonds with a shorter remaining maturity.
15. SEC COMMENT: In the section entitled "Summary-Principal Investment
Strategies" for the Fifth Third Total Return Bond Fund, the first sentence of
the fifth paragraph states "Although the Adviser considers the Fund to be a long
maturity bond fund, the Fund has no restrictions on its maturity or duration."
Please explain how the Registrant defines a long maturity bond fund.
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RESPONSE: The Registrant defines long maturity as a security with an
average maturity of longer than 3 years, typically between 3 and 10 years.
16. SEC COMMENT: In the section entitled "Summary-Principal Risks" for the
Fifth Third Institutional Money Market Fund, there is a principal risk for
foreign investment. Please include disclosure regarding foreign investments in
the principal investment strategies section.
RESPONSE: The Registrant will make the change as requested.
17. SEC COMMENT: In the section entitled "Summary-Principal Investment
Strategies" for the Fifth Third Structured Large Cap Plus Fund, the disclosure
states that: "Under normal circumstances, the Fund invests at least 80% of its
assets in equity securities of large capitalization companies. Large
capitalization companies are defined as U.S. companies included in the S&P
500(R) Index and companies with similar market capitalizations. Market
capitalization, a common measure of the size of a company, is the market price
of a share of a company's stock multiplied by the number of shares that are
outstanding. As of November 5, 2010, the average market capitalization of
companies included in the S&P 500(R) Index was approximately $22.2 billion and
the median market capitalization was approximately $10 billion."
The Commission notes that it defines large cap companies as companies
that have market capitalizations greater than $10 billion. If the Registrant's
definition of large cap companies differs from the Commission's please provide
an explanation.
RESPONSE: As of November 5, 2010, the smallest company by market
capitalization in the S&P 500 Index is $1 billion and the largest company by
market capitalization is $356 billion. The Fund defines large capitalization
companies as U.S. companies included in the S&P 500 Index and companies with
similar market capitalizations. The Fund may invest in companies with market
capitalization less than $356 billion and greater than $1 billion since such
companies are included in the S&P 500 Index.
18. SEC COMMENT: Item 17(b)(10) of Form N-1A requires that the Registrant
provide a brief discussion in the Statement of Additional Information of the
specific experience, qualifications, attributes or skills that led to the
conclusion that the person should serve as a director of the Fund at the time
that the disclosure is made, in light of the Fund's business and structure. If
material, this disclosure should cover more than the past five years, including
information about the person's particular areas of expertise or other relevant
qualifications.
The description in the Statement of Additional Information does not
provide a sufficient explanation as to why each trustee should serve as a
trustee of the Fund. Please revise the disclosure accordingly.
RESPONSE: The disclosure under the heading "Experience and
Qualifications" describes the specific experience and qualifications with
respect to each trustee that led to the conclusion that each trustee should
serve as such in light of the Registrant's business and structure, as required
by Item 17(b)(10). Accordingly, the disclosure has not been revised.
19. SEC COMMENT: Item 17(b)(1) of Form N-1A requires that the Registrant
provide a brief description in the Statement of Additional Information of the
leadership structure of the Fund's board, including the responsibilities of the
board of directors with respect to the Fund's management and whether the
chairman of the board is an interested person of the Fund. If the chairman of
the board is an interested person of the Fund, disclose whether the Fund has a
lead independent director and what specific role the lead independent director
plays in the leadership of the Fund. This disclosure should indicate why the
Fund has determined that its leadership structure is appropriate given the
specific characteristics or circumstances of the Fund. In addition, disclose the
extent of the board's role in the risk oversight of the Fund, such as how the
board administers its oversight function and the effect that this has on the
board's leadership structure.
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The description in the Statement of Additional Information does not
provide disclosure as to why the Fund has determined that its leadership
structure is appropriate. Please revise the disclosure accordingly.
RESPONSE: The disclosure under the heading "Board Structure" describes
the leadership structure of the Registrant's Board as required by Item 17(b)(1).
In addition, the last sentence of the paragraph concludes that the Board
determined that the Registrant's leadership structure is appropriate given the
number, size and nature of the funds in the fund complex (i.e., "the specific
characteristics and circumstances of the Fund" as required by Item 17(b)(1)).
Accordingly, the disclosure has not been revised.
If you have any further comments or questions, please contact me at (617)
662-3969.
Sincerely,
/s/ Francine S. Hayes
Francine S. Hayes
cc: M. Swendiman
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FIFTH THIRD FUNDS
38 FOUNTAIN SQUARE PLAZA
CINCINNATI, OHIO 45253
WRITER'S DIRECT DIAL NUMBER: (513) 534-6408
November 16, 2010
VIA EDGAR
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U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Linda Sterling
Re: Fifth Third Funds (the "Trust") (Registration Nos. 33-24848 and 811-05669)
Dear Ms. Sterling:
This letter is provided in connection with the Trust's responses to telephonic
comments of the staff (the "Staff") of the Securities and Exchange Commission
(the "Commission") provided to Francine S. Hayes of State Street Bank and Trust
Company, sub-administrator to the Trust, on October 21, 2010 relating to
disclosure regarding series of the Trust, and included in the filing relating to
the Funds dated September 17, 2010, pursuant to Rule 485(a) under the Securities
Act of 1933, as amended, of an amendment to the Trust's registration statement
on Form N-1A (the "Registration Statement").
As requested, I acknowledge the following on behalf of the Trust: (i) the Trust
is responsible for the adequacy and accuracy of the disclosure in the
Registration Statement; (ii) Staff comments or changes to disclosure in response
to Staff comments in the filings reviewed by the Staff do not foreclose the
Commission from taking any action with respect to the Registration Statement;
and (iii) 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. As indicated in the Commission's June 24, 2004 release
regarding the public release of comment letters and responses, you are
requesting such acknowledgements from all companies whose filings are being
reviewed, and this request and these acknowledgements should not be construed as
suggesting that there is an inquiry or investigation or other matter involving
the Trust.
Very truly yours,
/s/ Matthew A. Swendiman, Esq.
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Matthew A. Swendiman, Esq.
Secretary, Fifth Third Funds
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