Correspondence 0001193125-23-038708 from Fifth Third Holdings Funding, LLC (CIK 0001405332)
Fifth Third Holdings Funding, LLC (CIK 0001405332)
Date: Feb. 14, 2023 · CIK: 0001405332 · Accession: 0001193125-23-038708
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File numbers found in text: 333-267774
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CORRESP 1 filename1.htm CORRESP February 14, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Kayla Roberts Re: Fifth Third Holdings Funding, LLC Registration Statement on Form SF-3 File No. 333-267774 (the “Registration Statement”) Ladies and Gentlemen: On behalf of Fifth Third Holdings Funding, LLC (the “Registrant”), I hereby request that, pursuant to Rule 461 under the Securities Act of 1933, as amended, the Securities and Exchange Commission (the “Commission”) take such action as is necessary to declare the above referenced Registration Statement effective by 3:00 p.m. (Eastern time) on February 16, 2023 or as soon as thereafter practicable. The Registrant acknowledges that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. *** Very truly yours, FIFTH THIRD HOLDINGS FUNDING, LLC By: /s/ Bryan D. Preston Name: Bryan D. Preston Title: Director and President Fifth Third Shelf Acceleration Request