EXPENSE LIMITATION AGREEMENT
This Agreement, dated as of September 23, 2009, is made and entered
into by and among Fifth Third Asset Management Inc. (the "Advisor" and the
"Administrator") and Fifth Third Funds (the "Trust") on behalf of each series of
the Trust listed on Schedule A and Schedule B hereto (each a "Fund" and,
collectively, the "Funds").
WHEREAS, the Trust is a Massachusetts business trust and is registered
under the Investment Company Act of 1940 (the "1940 Act") as an open-end
management investment company of the series type, and each Fund is a series of
the Trust.
WHEREAS, the Trust, on behalf of each Fund, and the Advisor have
entered into an Investment Advisory Agreement dated November 6, 2003 for each
Fund (the "Investment Advisory Agreement"), pursuant to which the Advisor
provides investment management services to each Fund for compensation based on
the value of the average daily net assets of each Fund; and
WHEREAS, the Trust on behalf of each Fund and the Administrator have
entered into a Administration Agreement dated May 18, 2007, for the Funds (the
"Administration Agreement"), pursuant to which the Administrator provides
management and administrative services to each Fund for compensation based on
the value of the average daily net assets of each Fund; and
WHEREAS, the Trust, the Advisor and the Administrator have determined
that it is appropriate and in the best interest of each Fund and its
shareholders to maintain the expenses of each Fund at a level below the level to
which each Fund may normally be subject.
NOW THEREFORE, the parties hereto agree as follows:
1. Expense Limitation and Waiver. The Advisor and Administrator
agree that (i) they will limit each Fund's total annual fund
operating expenses at the level shown on Schedule A and
Schedule B hereto ("Expense Limit") and (ii) to the extent
that ordinary operating expenses incurred by a Fund on
Schedule A from November 27, 2009 through November 26, 2010
and a Fund on Schedule B from November 27, 2009 through
November 30, 2012, including but not limited to investment
advisory fees and management and administration fees of the
Advisor and Administrator, respectively, but excluding
extraordinary expenses, exceed the Expense Limit for a Fund,
such excess amount will be the liability of the Advisor and
Administrator ("Recoupment Amount").
2. Reimbursement. If, from November 27, 2009 through November 26,
2010 for Funds listed on Schedule A and from November 27, 2009
through November 30, 2012 for Funds listed on Schedule B, and
while the Investment Advisory Agreement and Administration
Agreement for a Fund is in effect, the estimated annualized
total fund operating expenses of a Fund are less than the
Expense Limit for such Fund, the Advisor and Administrator
shall be entitled to recoupment from such Fund the Recoupment
Amount, to the extent that the Fund's annualized total fund
operating expenses plus the Recoupment Amount does not exceed
the Expense Limit for such Fund, provided that such Recoupment
Amount may be paid, in each case, only from November 27, 2009
through November 26, 2010 for the Funds listed on Schedule A
and November 27, 2009 through November 30, 2012 for the Funds
listed on Schedule B , and further provided that such
Recoupment Amount paid to the Advisor and Administrator during
the fiscal year in which such amount is recouped, will in no
event cause such Fund to exceed its Expense Limit.
3. Year-End Adjustment. If necessary, on or before the last day
of the first month of the Trust's fiscal year, an adjustment
payment shall be made by the appropriate party in order that
the actual total fund operating expenses of a Fund for the
prior fiscal year (including any recoupment payments hereunder
with respect to such fiscal year) do not exceed the Expense
Limit for such Fund.
4. Term and Termination. This Agreement will automatically
terminate with respect to a Fund upon termination of the
Investment Advisory Agreement or Administration Agreement with
respect to such Fund. This Agreement may be terminated after
November 26, 2010 for the Funds listed on Schedule A and
November 30, 2012 for the Funds listed on Schedule B, by the
Trust, Advisor or Administrator.
5. Captions. The captions in this Agreement are included for
convenience of reference and in no other way define or
delineate any of the provisions hereof or otherwise affect
their construction or effect.
6. Interpretation. Nothing herein contained shall be deemed to
require the Trust or a Fund to take any action contrary to the
Trust's Declaration of Trust or Bylaws, each as in effect from
time to time, or any applicable statutory or regulatory
requirement, including without limitation any requirements
under the 1940 Act, to which it is subject or by which it is
bound, or to relieve or deprive the Trust's Board of Trustees
of its responsibility for or control of the conduct of the
affairs of the Trust or a Fund.
7. Definitions. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or
otherwise derived from the terms and provisions of the
Investment Advisory Agreement, the Administration Agreement or
the Investment Company Act of 1940, as amended, (the "1940
Act"), shall have the same meaning as and be resolved by
reference to such Investment Advisory Agreement,
Administration Agreement or the 1940 Act.
8. Amendment. This Agreement may be amended only by a written
instrument signed by each of the parties hereto.
A copy of the Agreement and Declaration of Trust of the Trust, as
amended, is on file with the Secretary of The Commonwealth of Massachusetts and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually, and that the obligations
of or arising out of this instrument are not binding upon any of the Trustees or
shareholders individually but are binding only upon the assets and property of
the Trust.
This Agreement may be executed in any number of counterparts, each of
which shall constitute an original, but all of which, when taken together, shall
constitute a single document.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective officers thereunto duly authorized, as of the day and year
first above written.
FIFTH THIRD ASSET MANAGEMENT, INC.
As Advisor and Administrator
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Secretary
FIFTH THIRD FUNDS
On behalf of the Funds listed on Schedule A hereto
By: /s/ ▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
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SCHEDULE A
Contractual Total Annual Fund
Operating Expenses-Expense
Limit
-------------------------------
PRIME MONEY MARKET FUND
Institutional Shares 0.54%
Class A Shares 0.79%
Class B Shares 1.54%
Class C Shares 1.54%
INSTITUTIONAL MONEY MARKET FUND
Institutional Shares 0.21%
Select Shares 0.29%
Preferred Shares 0.36%
Trust Shares 0.46%
INSTITUTIONAL GOVERNMENT MONEY MARKET FUND
Institutional Shares 0.21%
Select Shares 0.29%
Preferred Shares 0.36%
Trust Shares 0.46%
U.S. TREASURY MONEY MARKET FUND
Institutional Shares 0.21%
Select Shares 0.29%
Preferred Shares 0.36%
Trust Shares 0.46%
STRUCTURED LARGE CAP PLUS FUND
Institutional Shares 0.72%
Class A Shares 0.97%
Class B Shares 1.72%
Class C Shares 1.72%
INTERNATIONAL EQUITY FUND
Institutional Shares 1.16%
Class A Shares 1.41%
Class B Shares 2.16%
Class C Shares 2.16%
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Contractual Total Annual Fund
Operating Expenses-Expense
Limit
-------------------------------
HIGH YIELD BOND FUND
Institutional Shares 0.74%
Class A Shares 0.99%
Class B Shares 1.74%
Class C Shares 1.74%
QUALITY GROWTH FUND
Institutional Shares 1.06%
Class A Shares 1.31%
Class B Shares 2.06%
Class C Shares 2.06%
ALL CAP VALUE FUND
Institutional Shares 1.04%
Class A Shares 1.29%
Class B Shares 2.04%
Class C Shares 2.04%
DISCIPLINED LARGE CAP VALUE FUND
Institutional Shares 0.91%
Class A Shares 1.16%
Class B Shares 1.91%
Class C Shares 1.91%
TOTAL RETURN BOND FUND
Institutional Shares 0.65%
Class A Shares 0.90%
Class B Shares 1.65%
Class C Shares 1.65%
MID CAP GROWTH FUND
Institutional Shares 0.88%
Class A Shares 1.13%
Class B Shares 1.88%
Class C Shares 1.88%
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Contractual Total Annual Fund
Operating Expenses-Expense
Limit
-------------------------------
SMALL CAP VALUE FUND
Institutional Shares 1.15%
Class A Shares 1.40%
Class B Shares 2.15%
Class C Shares 2.15%
SMALL CAP GROWTH FUND
Institutional Shares 1.01%
Class A Shares 1.26%
Class B Shares 2.01%
Class C Shares 2.01%
DIVIDEND GROWTH FUND
Institutional Shares 0.73%
Class A Shares 0.98%
Class B Shares 1.73%
Class C Shares 1.73%
MICRO CAP VALUE FUND
Institutional Shares 1.35%
Class A Shares 1.60%
Class B Shares 2.35%
Class C Shares 2.35%
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SCHEDULE B
Contractual Total Annual Fund
Operating Expenses-Expense
Limit
-------------------------------
EQUITY INDEX FUND
Institutional Shares 0.19%
Class A Shares 0.44%
Class B Shares 1.19%
Class C Shares 1.19%
Select Shares 0.27%
Preferred Shares 0.34%
Trust Shares 0.44%
LIFEMODEL AGGRESSIVE FUND(SM)
Institutional Shares 0.08%
Class A Shares 0.33%
Class B Shares 1.08%
Class C Shares 1.08%
LIFEMODEL MODERATELY AGGRESSIVE FUND(SM)
Institutional Shares 0.08%
Class A Shares 0.33%
Class B Shares 1.08%
Class C Shares 1.08%
LIFEMODEL MODERATE FUND(SM)
Institutional Shares 0.08%
Class A Shares 0.33%
Class B Shares 1.08%
Class C Shares 1.08%
LIFEMODEL MODERATELY CONSERVATIVE FUND(SM)
Institutional Shares 0.08%
Class A Shares 0.33%
Class B Shares 1.08%
Class C Shares 1.08%
Contractual Total Annual Fund
Operating Expenses-Expense
Limit
-------------------------------
LIFEMODEL CONSERVATIVE FUND(SM)
Institutional Shares 0.08%
Class A Shares 0.33%
Class B Shares 1.08%
Class C Shares 1.08%
SHORT TERM BOND FUND
Institutional Shares 0.55%
Class A Shares 0.80%
Class C Shares 1.55%
STRATEGIC INCOME FUND
Institutional Shares 0.86%
Class A Shares 1.11%
Class B Shares 1.86%
Class C Shares 1.86%
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