DRINKER BIDDLE & REATH LLP
One Logan Square, Ste. 2000
Philadelphia, PA 19103-6996
(215) 988-2700 (Phone)
(215) 988-2757 (Facsimile)
www.drinkerbiddle.com
Diana E. McCarthy
Partner
215-988-1146 Direct
215-988-2757 Fax
diana.mccarthy@dbr.com
August 23, 2012
VIA EDGAR
Mr. Jeff Long
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: The Commerce Funds (the “Registrant”)
File Nos. 33-80966 and 811-8598
Dear Mr. Long:
The following responds to the comments we received from you on August 2, 2012 in connection with the Securities and Exchange Commission’s Sarbanes-Oxley Act review of certain of the Registrant’s financial statements:
1. Comment: The Accountant’s Report on Internal Controls (“Accountant’s Report”) to the Registrant’s 2011 Annual N-SAR did not include a conformed signature and city and date. Please file an amended N-SAR that includes this information.
Response: Registrant filed an amended 2011 Annual N-SAR on August 17, 2012 that included a corrected Accountant’s Report (Exhibit 77B) with the conformed auditor’s signature, city and date.
2. Comment: The Accountant’s Report to the Registrant’s 2010 Annual N-SAR did not include a conformed auditor’s signature. Consider filing an amended N-SAR that includes this change.
Mr. Jeff Long
Page 2
August 23, 2012
Response: Registrant filed an amended 2010 Annual N-SAR on August 17, 2012 that included a corrected Accountant’s Report (Exhibit 77B) with the conformed auditor’s signature.
In connection with responding to the above comments the Registrant acknowledges that: (1) the Registrant is responsible for the adequacy and accuracy of the disclosure in the filings related to the matters addressed in this letter; (2) staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Securities and Exchange Commission (the “Commission”) from taking any action with respect to such filings; and (3) the Registrant 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.
Sincerely,
/s/ Diana E. McCarthy
Diana E. McCarthy