Exhibit (e)(i)
DISTRIBUTION AGREEMENT
AGREEMENT made October 29, 2001, as amended and restated June 11, 2003,
between Fifth Third Funds (the "Trust"), having its principal place of business
at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, and Fifth Third Funds
Distributor, Inc. ("Distributor"), having its principal place of business at
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.
WHEREAS, the Trust is an open-end management investment company,
organized as a Massachusetts business trust and registered with the Securities
and Exchange Commission (the "Commission") under the Investment Company Act of
1940 (the "1940 Act"); and
WHEREAS, it is intended that Distributor act as the distributor of the
units of beneficial interest ("Shares") of each of the investment portfolios of
the Trust identified in Schedule A hereto as such Schedule may be amended from
time to time (such portfolios being referred to individually as a "Fund" and
collectively as the "Funds").
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. Services as Distributor
1.1 Distributor will act as agent for the distribution of the Shares
covered by the registration statement and prospectus of the Trust then in effect
under the Securities Act of 1933, as amended (the "Securities Act"). As used in
this Agreement, the term "registration statement" shall mean Parts A (the
prospectus), B (the Statement of Additional Information) and C of each
registration statement that is filed on Form N-1A, or any successor thereto,
with the Commission, together with any amendments thereto. The term "prospectus"
shall mean each form of prospectus and Statement of Additional Information used
by the Funds for delivery to shareholders and prospective shareholders after the
effective dates of the above-referenced registration statements, together with
any amendments and supplements thereto.
1.2 Distributor agrees to use appropriate efforts to solicit orders for
the sale of the Shares and will undertake such advertising and promotion as it
believes reasonable in connection with such solicitation. The Trust understands
that Distributor is now and may in the future be the distributor of the shares
of several investment companies or series (together, "Companies") including
Companies having investment objectives similar to those of the Trust. The Trust
further understands that investors and potential investors in the Trust may
invest in shares of such other Companies. The Trust agrees that Distributor's
duties to such Companies shall not be deemed in conflict with its duties to the
Trust under this paragraph 1.2.
Distributor shall, at its own expense, finance appropriate activities
which it deems reasonable which are primarily intended to result in the sale of
the Shares, including, but not limited to, advertising, compensation of
underwriters, dealers and sales personnel, the printing and mailing of
prospectuses to other than current Shareholders, and the printing and mailing of
sales literature.
1.3 In its capacity as distributor of the Shares, all activities of
Distributor and its partners, agents, and employees shall comply with all
applicable laws, rules and regulations, including, without limitation, the 1940
Act, each state as required, all rules and regulations promulgated by the
Commission thereunder and all rules and regulations adopted by any securities
association registered under the Securities Exchange Act of 1934.
1.4 Distributor will provide one or more persons, during normal
business hours, to respond to telephone questions with respect to the Trust.
1.5 Distributor will transmit any orders when received by it for
purchase or redemption of the Shares to the transfer agent and custodian for the
Funds.
1.6 Whenever in their judgment such action is warranted by unusual
market, economic or political conditions, or by abnormal circumstances of any
kind, the Trust's officers may decline to accept any orders for, or make any
sales of, the Shares until such time as those officers deem it advisable to
accept such orders and to make such sales.
1.7 Distributor will act only on its own behalf as principal if it
chooses to enter into selling agreements with selected dealers or others.
1.8 The Trust agrees at its own expense to execute any and all
documents and to furnish any and all information and otherwise to take all
actions that may be reasonably necessary in connection with the qualification of
the Shares for sale in such states as Distributor may designate.
1.9 The Trust shall furnish from time to time, for use in connection
with the sale of the Shares, such information with respect to the Funds and the
Shares as Distributor may reasonably request; and the Trust warrants that the
statements contained in any such information shall fairly show or represent what
they purport to show or represent. The Trust shall also furnish Distributor upon
request with: (a) unaudited semi-annual financial statements prepared by the
Trust, (b) a monthly itemized list of the securities in the Funds, (c) monthly
balance sheets as soon as practicable after the end of each month, and (d) from
time to time such additional information regarding the financial condition of
the Funds as Distributor may reasonably request.
1.10 The Trust represents to Distributor that, with respect to the
Shares, all current and existing registration statements and prospectuses filed
by the Trust with the Commission under the Securities Act have been carefully
prepared in conformity with requirements of said Act and rules and regulations
of the Commission thereunder. The registration statement and prospectus contain
all statements required to be stated therein in conformity with said Act and the
rules and regulations of said Commission and all statements of fact contained in
any such registration statement and prospectus are true and correct.
Furthermore, neither any registration statement nor any prospectus includes an
untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
to a purchaser of the Shares. The Trust may, but shall not be obligated to,
propose from time to time such amendment or amendments to any registration
statement and such supplement or supplements to any prospectus as, in the light
of future developments, may, in the opinion of the Trust's counsel, be necessary
or advisable. If the Trust shall not provide such amendment or amendments and/or
supplement or supplements within fifteen days after receipt by the Trust
following a written request from Distributor to do so, Distributor may, at its
option, terminate this Agreement. The Trust shall not file any amendment to any
registration statement or supplement to any prospectus without giving
Distributor reasonable notice thereof in advance; provided, however, that
nothing contained in this Agreement shall in any way limit the Trust's right to
file at any time such amendments to any registration statement and/or
supplements to any prospectus, of whatever character, as the Trust may deem
advisable, such right being in all respects absolute and unconditional.
1.11 The Trust authorizes Distributor and dealers to use any prospectus
in the form furnished from time to time in connection with the sale of the
Shares. The Distributor shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Trust in connection with the matters to
which this Agreement relates, except a loss resulting from willful misfeasance,
bad faith or negligence on the Distributor's part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement. In the absence of willful misfeasance, bad faith or negligence or
reckless disregard of obligations or duties hereunder on the part of Distributor
or any of its officers, directors or employees, the Trust agrees to indemnify,
defend and hold Distributor, its officers, directors and employees, and any
person who controls Distributor within the meaning of Section 15 of the
Securities Act free and harmless from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or defending such
claims, demands or liabilities and any counsel fees incurred in connection
therewith) which Distributor, its officers, directors and employees, or any such
controlling person may incur, (a) based on any representations made herein by
the Trust; (b) based on any act or omission of any prior distributor,
Administrator or Adviser to the Trust (other than a prior distributor or
Administrator affiliated with the Distributor), including the registration or
failure to register any shares of the Trust in accordance with state or federal
laws or resulting from or relating to any books or records delivered to the
Distributor in connection with its responsibilities under this Agreement and
occurring prior to the date of this Agreement; or (c) under the Securities Act
or under common law or otherwise, arising out of or based upon (i) any untrue
statement, or alleged untrue statement, of a material fact contained in any
registration statement or any prospectus, (ii) any omission, or alleged
omission, to state a material fact required to be stated in any registration
statement or any prospectus or necessary to make the statements in either
thereof not misleading or (iii) any Trust advertisement or sales literature that
was not approved by the Distributor prior to use (as evidenced by the
Distributor's filing of such advertisement or sales literature with the NASD (as
defined below)) and that is not in compliance with applicable laws, rules or
regulations (including, but not limited to the Conduct Rules of the National
Association of Securities Dealers, Inc. ("NASD")); provided, however, that the
Trust's agreement to indemnify Distributor, its officers, directors or
employees, and any such controlling person shall not be deemed to cover any
claims, demands, liabilities or expenses arising out of any statements or
representations as are contained in any prospectus, advertisement or sales
literature and in such financial and other statements as are furnished in
writing to the Trust by Distributor and used in the answers to the registration
statement or in the corresponding statements made in the prospectus,
advertisement or sales literature, or arising out of or based upon any omission
or alleged omission to state a material fact in connection with the giving of
such information required to be stated in such answers or necessary to make the
answers not misleading; and further provided that the Trust's agreement to
indemnify Distributor and the Trust's representations and warranties
hereinbefore set forth in paragraph 1.10 shall not be deemed to cover any
liability to the Trust or its Shareholders to which Distributor would otherwise
be subject by reason of willful misfeasance, bad faith or negligence in the
performance of its duties, or by reason of Distributor's reckless disregard of
its obligations and duties under this Agreement. The Trust's agreement to
indemnify Distributor, its partners and employees and any such controlling
person, as aforesaid, is expressly conditioned upon the Trust being notified of
any action brought against Distributor, its partners or employees, or any such
controlling person, such notification to be given by letter or by telegram
addressed to the Trust at its principal office in Columbus, Ohio and sent to the
Trust by the person against whom such action is brought, within 10 days after
the summons or other first legal process shall have been served. The failure to
so notify the Trust of any such action shall not relieve the Trust from any
liability which the Trust may have to the person against whom such action is
brought by reason of any such untrue, or allegedly untrue, statement or
omission, or alleged omission, otherwise than on account of the Trust's
indemnity agreement contained in this paragraph 1.11. The Trust will be entitled
to assume the defense of any suit brought to enforce any such claim, demand or
liability, but, in such case, such defense shall be conducted by counsel of good
standing chosen by the Trust and approved by Distributor, which approval shall
not be unreasonably withheld. In the event the Trust elects to assume the
defense of any such suit and retain counsel of good standing approved by
Distributor, the defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them; but in case the
Trust does not elect to assume the defense of any such suit, or in case
Distributor reasonably does not approve of counsel chosen by the Trust, the
Trust will reimburse Distributor, its partners and employees, or the controlling
person or persons named as defendant or defendants in such suit, for the fees
and expenses of any counsel retained by Distributor or them. The Trust's
indemnification agreement contained in this paragraph 1.11 and the Trust's
representations and warranties in this Agreement shall remain operative and in
full force and effect regardless of any investigation made by or on behalf of
Distributor, its partners and employees, of any controlling person, and shall
survive the delivery of any Shares.
This Agreement of indemnity will inure exclusively to Distributor's
benefit, to the benefit of its several partners and employees, and their
respective estates, and to the benefit of the controlling persons and their
successors. The Trust agrees promptly to notify Distributor of the commencement
of any litigation or proceedings against the Trust or any of its officers or
Trustees in connection with the issue and sale of any Shares.
1.12 Distributor agrees to indemnify, defend and hold the Trust, its
several officers and Trustees and any person who controls the Trust within the
meaning of Section 15 of the Securities Act free and harmless from and against
any and all claims, demands, liabilities and expenses (including the costs of
investigating or defending such claims, demands or liabilities and any counsel
fees incurred in connection therewith) which the Trust, its officers or Trustees
or any such controlling person may incur under the Securities Act or under
common law or otherwise, but only to the extent that such liability or expense
incurred by the Trust, its officers or Trustees or such controlling person
resulting from such claims or demands, shall arise out of or be based upon any
untrue, or alleged untrue, statement of a material fact contained in information
furnished in writing by Distributor to the Trust and used in the answers to any
of the items of the registration statement or in the corresponding statements
made in the prospectus, or shall arise out of or be based upon any omission, or
alleged omission, to state a material fact in connection with such information
furnished in writing by Distributor to the Trust required to be stated in such
answers or necessary to make such information not misleading. Distributor's
agreement to indemnify the Trust, its officers and Trustees, and any such
controlling person, as aforesaid, is expressly conditioned upon Distributor
being
notified of any action brought against the Trust, its officers or Trustees, or
any such controlling person, such notification to be given by letter or telegram
addressed to Distributor at its principal office in Columbus, Ohio, and sent to
Distributor by the person against whom such action is brought, within 10 days
after the summons or other first legal process shall have been served.
Distributor shall have the right of first control of the defense of such action,
with counsel of its own choosing, satisfactory to the Trust, if such action is
based solely upon such alleged misstatement or omission on Distributor's part,
and in any other event the Trust, its officers or Trustees or such controlling
person shall each have the right to participate in the defense or preparation of
the defense of any such action. The failure to so notify Distributor of any such
action shall not relieve Distributor from any liability which Distributor may
have to the Trust, its officers or Trustees, or to such controlling person by
reason of any such untrue or alleged untrue statement, or omission or alleged
omission, otherwise than on account of Distributor's indemnity agreement
contained in this paragraph 1.12.
1.13 No Shares shall be offered by either Distributor or the Trust
under any of the provisions of this Agreement and no orders for the purchase or
sale of Shares hereunder shall be accepted by the Trust if and so long as the
effectiveness of the registration statement then in effect or any necessary
amendments thereto shall be suspended under any of the provisions of the
Securities Act or if and so long as a current prospectus as required by Section
10(b)(2) of said Act is not on file with the Commission; provided, however, that
nothing contained in this paragraph 1.13 shall in any way restrict or have an
application to or bearing upon the Trust's obligation to repurchase Shares from
any Shareholder in accordance with the provisions of the Trust's prospectus,
Agreement and Declaration of Trust, or Bylaws.
1.14 The Trust agrees to advise Distributor as soon as reasonably
practical by a notice in writing delivered to Distributor or its counsel:
(a) of any request by the Commission for amendments to the
registration statement or prospectus then in effect or for
additional information;
(b) in the event of the issuance by the Commission of any stop
order suspending the effectiveness of the registration
statement or prospectus then in effect or the initiation by
service of process on the Trust of any proceeding for that
purpose;
(c) of the happening of any event that makes untrue any statement
of a material fact made in the registration statement or
prospectus then in effect or which requires the making of a
change in such registration statement or prospectus in order
to make the statements therein not misleading; and
(d) of all action of the Commission with respect to any amendment
to any registration statement or prospectus which may from
time to time be filed with the Commission.
For purposes of this section, informal requests by or acts of the Staff
of the Commission shall not be deemed actions of or requests by the Commission.
1.15 Distributor agrees on behalf of itself and its partners and
employees to treat confidentially and as proprietary information of the Trust
all records and other information relative to the Trust and its prior, present
or potential Shareholders, and not to use such records and information for any
purpose other than performance of its responsibilities and duties hereunder,
except, after prior notification to and approval in writing by the Trust, which
approval shall not be unreasonably withheld and may not be withheld where
Distributor may be exposed to civil or criminal contempt proceedings for failure
to comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Trust.
1.16 This Agreement shall be governed by the laws of the State of Ohio.
1.17 In the event Distributor purchases the initial shares of the Trust
for purposes of satisfying the minimum net worth requirements set forth in
Section 14 (a) of the 1940 Act, and a notice of termination is subsequently
given or this Agreement is otherwise terminated pursuant to Section 7 herein for
any reason prior to the time that organizational expenses incurred by the Trust
have been fully amortized, then the Trust shall cause the
successor distributor of the shares to pay to Distributor, within ten (10) days
prior to the termination of this Agreement, an amount of cash that is sufficient
to purchase the initial shares that are held by Distributor.
2. Representations
2.1 The Distributor hereby represents that it is a member in good
standing of the National Association of Securities Dealers, Inc. and that it is
a broker-dealer properly registered and qualified under all applicable federal,
state and local laws to engage in the business and transactions described in
this Agreement. The Distributor further represents that, neither it nor any of
its partners, officers or employees is ineligible to serve as a principal
underwriter, trustee, officer or employee of a registered investment company by
virtue of his or her status as a person described in Section 9 of the 1940 Act.
3. Fee
3.1 The Distributor and/or financial institutions that provide certain
services to the Class C Shares Funds may receive from the Funds identified on
Schedule B hereto (the "Shareholder Servicing Plan - Class C Shares Funds") a
non 12b-1 shareholder servicing fee at the rate and upon the terms and
conditions set forth in the Trust's Shareholder Servicing Plan, as amended from
time to time. The shareholder servicing fee, if paid to the Distributor, shall
be accrued daily and shall be paid on the first business day of each month, or
at such time(s) as the Distributor shall reasonably request.
3.2 The Distributor shall receive from the Funds identified on Schedule
C hereto (the "Shareholder Servicing Plan Funds") a non 12b-1 shareholder
servicing fee at the rate and upon the terms and conditions set forth in the
Trust's Shareholder Servicing Plan, as amended from time to time. The
shareholder servicing fee shall be accrued daily and shall be paid on the first
business day of each month, or at such time(s) as the Distributor and/or
financial institution shall reasonably request.
3.3 The Distributor shall receive from the Funds identified on Schedule
D hereto (the "Distribution Plan Funds") a distribution fee at the rate and upon
the terms and conditions set forth in the Trust's Rule 12b-1 Plan(s) as amended
from time to time (the "Distribution Fee"). The distribution fee shall be
accrued daily and shall be paid on the first business day of each month, or at
such time(s) as the Distributor shall reasonably request.
3.4 The Distributor shall receive from a Distribution Plan Fund all
contingent deferred sales charge payments ("CDSC Payments") specified in a
multiple class plan adopted by the Trust under Rule 18f-3 under the 1940 Act.
3.5 The Distributor may assign or sell to a third party (a "CDSC
Financing Entity") all or a part of the CDSC Payments and the Distribution Fees
that the Distributor is entitled to receive under Sections 3.3 and 3.4 of this
Agreement. The Distributor's right to such payment, if assigned or sold to a
CDSC Financing Entity, shall continue after termination of this Agreement. The
services rendered by the Distributor for which the Distributor is entitled to
receive a Distribution Fee shall be deemed to have been completed at the time of
the initial sale of the Shares taken into account in computing the Distribution
Fee, and with respect to such Shares (regardless whether such Shares were issued
before or after the date hereof), the Distributor shall be paid the Distribution
Fee regardless of a termination of the Distributor as principal underwriter of
the Shares of the relevant Distribution Plan Funds, or any termination of this
Agreement other than a complete termination of the Distribution Plan. Except as
provided by Rule 12b-1 under the 1940 Act and the terms of the Distribution
Plan, as concerns continuation of the Plan and termination of the Plan under
certain circumstances, the relevant Fund's obligation to pay the Distribution
Fees to the Distributor, when applicable as provided in the foregoing provisions
of Sections 3.3, 3.4 ad 3.5, shall be absolute and unconditional and shall not
be subject to any dispute, offset, counterclaim or defense whatsoever.
4. Sale and Payment
Pursuant to the Agreement and Declaration of Trust dated September 15,
1988, each Fund may be divided into separate classes of Shares in which case the
Shares of one or more classes may be subject to a sales load and may be subject
to the imposition of a distribution fee pursuant to the Rule 12b-1 Plan referred
to above. To the extent that Shares of a Fund are sold at an offering price
which includes a sales load or that Shares of one or more
classes of a Fund are sold at such an offering price, such Shares shall
hereinafter be referred to collectively as "Load Shares" and individually as a
"Load Share." A Fund that contains Load Shares shall hereinafter be referred to
collectively as "Load Funds" and individually as a "Load Fund." Under this
Agreement, the following provisions shall apply with respect to the sale of, and
payment for, Load Shares of the Load Funds identified in Schedule E attached
hereto.
4.1 Distributor shall have the right to purchase Load Shares at their
net asset value and to sell such Load Shares to the public against orders
therefor at the applicable public offering price, as defined in Section 5
hereof. Distributor shall also have the right to sell Load Shares to dealers
against orders therefor at the public offering price less a concession
determined by Distributor, which concession shall not exceed the amount of the
sales charge or underwriting discount, if any, referred to in Section 5 below.
4.2 Prior to the time of delivery of any Load Shares by a Load Fund to,
or on the order of, the Distributor, the Distributor shall pay or cause to be
paid to the Load Fund or to its order an amount in Boston or New York clearing
house funds, (or in federal funds in those instances in which the Distributor
has received federal funds) equal to the applicable net asset value of such
Shares. The Distributor may retain so much of any sales charge or underwriting
discount as is not allowed by the Distributor as a concession to dealers.
5. Public Offering Price
The public offering price of a Load Share, shall be the net asset value
of such Load Share plus any applicable sales charge, all as set forth in the
current prospectus of the Load Fund. The net asset value of Shares shall be
determined in accordance with the provisions of the Agreement and Declaration of
Trust and Bylaws of the Trust and the then current prospectus of the Load Fund.
6. Issuance of Shares
The Trust reserves the right to issue, transfer or sell Load Shares at
net asset value (a) in connection with the merger or consolidation of the Trust
or the Load Fund(s) with any other investment company or the acquisition by the
Trust or the Load Fund(s) of all or substantially all of the assets or of the
outstanding Shares of any other investment company; (b) in connection with a pro
rata distribution directly to the holders of Shares in the nature of a stock
dividend or split; (c) upon the exercise of subscription rights granted to the
holders of Shares on a pro rata basis; (d) in connection with the issuance of
Load Shares pursuant to any exchange and reinvestment privileges described in
any then current prospectus of the Load Fund; and (e) otherwise in accordance
with any then current prospectus of the Load Fund.
7. Term, Duration and Termination
This Agreement shall become effective with respect to each Fund listed
on Schedule A hereof as of the date first written above (or, if a particular
Fund is not in existence on such date, on the date an amendment to Schedule A to
this Agreement relating to that Fund is executed) and, unless sooner terminated
as provided herein, shall continue until December 1, 2003. Thereafter, if not
terminated, this Agreement shall continue with respect to a particular Fund
automatically for successive one-year terms, provided that such continuance is
specifically approved at least annually (a) by the vote of a majority of those
members of the Trust's Board of Trustees who are not parties to this Agreement
or interested persons of any such party, cast in person at a meeting for the
purpose of voting on such approval and (b) by the vote of the Trust's Board of
Trustees or the vote of the majority of the outstanding voting securities of
such Fund. This Agreement is terminable without penalty, on not more than
sixty-days prior written notice, by the Trust's Board of Trustees, by vote of a
majority of the outstanding voting securities of the Trust or by the
Distributor. This Agreement will also terminate automatically in the event of
its assignment. (As used in this Agreement, the terms "majority of the
outstanding voting securities", "interested persons" and "assignment" shall have
the same meanings as ascribed to such terms in the 1940 Act.)
8. Limitation of Liability of the Trustees and Shareholders
The names "Fifth Third Funds" and "Trustees of "Fifth Third Funds"
refer respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under the Agreement and
Declaration of Trust dated September 15, 1988 to which reference is hereby made
and a copy of which is on file at the office of the Secretary of State of the
Commonwealth of Massachusetts and elsewhere as required by law, and to any and
all amendments thereto so filed or hereafter filed. The obligations of "Fifth
Third Funds" entered into in the name or on behalf thereof by any of the
Trustees, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, Shareholders or
representatives of the Trust personally, but bind only the assets of the Trust,
and all persons dealing with any series of Shares of the Trust must look solely
to the assets of the Trust belonging to such series for the enforcement of any
claims against the Trust.
9. Privacy
Nonpublic personal financial information relating consumers or
customers of the Funds provided by, or at the direction of the Funds to the
Distributor, or collected or retained by the Distributor to perform its duties
as distributor shall be considered confidential information. The Distributor
shall not disclose or otherwise use nonpublic personal financial information
relating to present or former shareholders of the Funds other than for the
purposes for which that information was disclosed to the Distributor, including
use under an exception in sections 248.14 or 248.15 of Securities and Exchange
Commission Regulation S-P in the ordinary course of business to carry out those
purposes. The Distributor shall have in place and maintain physical, electronic
and procedural safeguards reasonably designed to protect the security,
confidentiality and integrity of, and to prevent unauthorized access to or use
of records and information relating to consumers of the Funds. The Trust
represents to the Distributor that it has adopted a Statement of its privacy
policies and practices as required by Securities and Exchange Commission
Regulation S-P and agrees to provide BISYS with a copy of that statement
annually.
10. Compliance with Laws/Access to Records
Each of the Distributor and the Trust acknowledges that it is a
financial institution subject to the USA Patriot Act of 2001 and the Bank
Secrecy Act (collectively, the "AML Acts"), which require among other things,
that financial institutions adopt compliance programs to guard against money
laundering. Each represents and warrants to the other that it is in compliance
with and will continue to comply with the AML Acts and applicable regulations in
all relevant respects. The Distributor shall also provide written notice to each
person or entity with which it has entered an agreement prior to this Amendment
with respect to sale of the Trust's Shares, such notice informing such person of
its anti-money laundering compliance obligations under applicable law and,
consequently, under applicable contractual provisions. The Distributor shall
include specific contractual provisions regarding anti-money laundering
compliance obligations in all future agreements entered into on the Trust's
behalf with respect to the sale of the Trust's Shares. Additionally, the
Distributor shall conduct due diligence procedures when establishing
relationships with any financial intermediary that will maintain omnibus
positions with the Trust's transfer agent on behalf of its customers. Such
procedures shall be sufficient to evaluate the risks associated with such
omnibus positions, including such factors as the type of entity establishing the
account, its location, the type of regulations to which it is subject, and the
viability of its anti-money laundering program. Each of the Distributor and the
Trust agrees that it will take such further steps, and cooperate with the other,
to facilitate such compliance, including but not limited to the provision of
copies of its written procedures, policies and controls related thereto ("AML
Operations"). The Distributor undertakes that it will grant to the Trust, the
Trust's compliance officer and regulatory agencies, reasonable access to copies
of the Distributor's AML Operations, books and records pertaining to the Trust
only. It is expressly understood and agreed that the Trust and the Trust's
compliance officer shall have no access to any of the Distributor's AML
Operations, books or records pertaining to other clients of the Distributor.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
written above.
FIFTH THIRD FUNDS FIFTH THIRD DISTRIBUTORS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President Title: President
Date: June 11, 2003 Date: June 11, 2003
Amended: November 10, 2003
SCHEDULE A
TO THE
DISTRIBUTION AGREEMENT
BETWEEN FIFTH THIRD FUNDS AND
FIFTH THIRD DISTRIBUTORS, INC.
NAME OF FUND
Fifth Third Government Money Market Fund
Fifth Third Prime Money Market Fund
Fifth Third U.S. Treasury Money Market Fund
Fifth Third U.S. Government Bond Fund
Fifth Third Quality Growth Fund
Fifth Third Mid Cap Growth Fund
Fifth Third Balanced Fund
Fifth Third International Equity Fund
Fifth Third Disciplined Large Cap Value Fund
Fifth Third Ohio Municipal Bond Fund
Fifth Third Municipal Bond Fund
Fifth Third Select Stock Fund
Fifth Third Municipal Money Market Fund
Fifth Third Ohio Tax Exempt Money Market Fund
Fifth Third Technology Fund
Fifth Third Strategic Income Fund
Fifth Third Multi Cap Value Fund
Fifth Third Micro Cap Value Fund
Fifth Third Equity Index Fund
Fifth Third Large Cap Core Fund
Fifth Third Small Cap Growth Fund
Fifth Third Michigan Municipal Bond Fund
Fifth Third Institutional Government Money Market Fund
Fifth Third Michigan Municipal Money Market Fund
Fifth Third Institutional Money Market Fund
Fifth Third Short Term Bond Fund
Fifth Third Intermediate Bond Fund
Fifth Third Bond Fund
Fifth Third Intermediate Municipal Bond Fund
Fifth Third LifeModel Conservative FundSM
Fifth Third LifeModel Moderately Conservative FundSM
Fifth Third LifeModel Moderate FundSM
Fifth Third LifeModel Moderately Aggressive FundSM
Fifth Third LifeModel Aggressive FundSM
Fifth Third Small Cap Value Fund
FIFTH THIRD FUNDS FIFTH THIRD DISTRIBUTORS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------ --------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President Title: President
A-1
Amended: November 10, 2003
SCHEDULE B
TO THE
DISTRIBUTION AGREEMENT
BETWEEN FIFTH THIRD FUNDS AND
FIFTH THIRD DISTRIBUTORS, INC.
Class C Shares
Fifth Third U.S. Government Bond Fund
Fifth Third Quality Growth Fund
Fifth Third Mid Cap Growth Fund
Fifth Third Balanced Fund
Fifth Third Ohio Municipal Bond Fund
Fifth Third International Equity Fund
Fifth Third Disciplined Large Cap Value Fund
Fifth Third Municipal Bond Fund
Fifth Third Select Stock Fund
Fifth Third Technology Fund
Fifth Third Strategic Income Fund
Fifth Third Multi Cap Value Fund
Fifth Third Micro Cap Value Fund
Fifth Third Large Cap Core Fund
Fifth Third Equity Index Fund
Fifth Third Small Cap Growth Fund
Fifth Third Michigan Municipal Bond
Fund Fifth Third Short Term Bond
Fund Fifth Third Intermediate Bond Fund
Fifth Third Bond Fund
Fifth Third Intermediate Municipal Bond Fund
Fifth Third Prime Money Market Fund
Fifth Third LifeModel Conservative FundSM
Fifth Third LifeModel Moderately Conservative FundSM
Fifth Third LifeModel Moderate FundSM
Fifth Third LifeModel Moderately Aggressive FundSM
Fifth Third LifeModel Aggressive FundSM
Fifth Third Small Cap Value Fund
FIFTH THIRD FUNDS FIFTH THIRD DISTRIBUTORS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------ --------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President Title: President
B-1
Amended: June 11, 2003
SCHEDULE C
TO THE
DISTRIBUTION AGREEMENT
BETWEEN FIFTH THIRD FUNDS AND
FIFTH THIRD DISTRIBUTORS, INC.
Select Shares
Fifth Third Equity Index Fund
Fifth Third Municipal Money Market Fund
Fifth Third Institutional Money Market Fund
Fifth Third Institutional Government Money Market Fund
Fifth Third U.S. Treasury Money Market Fund
Preferred Shares
Fifth Third Equity Index Fund
Fifth Third Municipal Money Market Fund
Fifth Third Institutional Money Market Fund
Fifth Third Institutional Government Money Market Fund
Fifth Third U.S. Treasury Money Market Fund
Trust Shares
Fifth Third Equity Index Fund
Fifth Third Municipal Money Market Fund
Fifth Third Institutional Money Market Fund
Fifth Third Institutional Government Money Market Fund
Fifth Third U.S. Treasury Money Market Fund
FIFTH THIRD FUNDS FIFTH THIRD DISTRIBUTORS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------ --------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President Title: President
C-1
Amended: November 10, 2003
SCHEDULE D
TO THE
DISTRIBUTION AGREEMENT
BETWEEN FIFTH THIRD FUNDS AND
FIFTH THIRD DISTRIBUTORS, INC.
Name of Fund and Class Share
Class A Shares
Fifth Third Prime Money Market Fund
Fifth Third Government Money Market Fund
Fifth Third U.S. Government Bond Fund
Fifth Third Quality Growth Fund
Fifth Third Mid Cap Growth Fund
Fifth Third Balanced Fund
Fifth Third Ohio Municipal Bond Fund
Fifth Third Ohio Tax Exempt Money Market Fund
Fifth Third International Equity Fund
Fifth Third Disciplined Large Cap Value Fund
Fifth Third Municipal Bond Fund
Fifth Third Select Stock Fund
Fifth Third Municipal Money Market Fund
Fifth Third Technology Fund
Fifth Third Multi Cap Value Fund
Fifth Third Micro Cap Value Fund
Fifth Third Equity Index Fund
Fifth Third Large Cap Core Fund
Fifth Third Small Cap Growth Fund
Fifth Third Michigan Municipal Bond Fund
Fifth Third Michigan Municipal Money Market Fund
Fifth Third Short Term Bond Fund
Fifth Third Intermediate Bond Fund
Fifth Third Bond Fund
Fifth Third Intermediate Municipal Bond Fund
Fifth Third LifeModel Conservative FundSM
Fifth Third LifeModel Moderately Conservative FundSM
Fifth Third LifeModel Moderate FundSM
Fifth Third LifeModel Moderately Aggressive FundSM
Fifth Third LifeModel Aggressive FundSM
Fifth Third Small Cap Value Fund
Class B Shares
Fifth Third Quality Growth Fund
Fifth Third Mid Cap Growth Fund
Fifth Third Balanced Fund
Fifth Third International Equity Fund
Fifth Third Disciplined Large Cap Value Fund
Fifth Third Select Stock Fund
Fifth Third Technology Fund
Fifth Third Prime Money Market Fund
Fifth Third Municipal Bond Fund
Fifth Third Ohio Municipal Bond Fund
D-1
Fifth Third Multi Cap Value Fund
Fifth Third Micro Cap Value Fund
Fifth Third Large Cap Core Fund
Fifth Third Equity Index Fund
Fifth Third Small Cap Growth Fund
Fifth Third Michigan Municipal Bond Fund
Fifth Third Intermediate Bond Fund
Fifth Third Bond Fund
Fifth Third Intermediate Municipal Bond Fund
Fifth Third LifeModel Conservative FundSM
Fifth Third LifeModel Moderately Conservative FundSM
Fifth Third LifeModel Moderate FundSM
Fifth Third LifeModel Moderately Aggressive FundSM
Fifth Third LifeModel Aggressive FundSM
Fifth Third Small Cap Value Fund
Class C Shares
Fifth Third Prime Money Market Fund
Fifth Third U.S. Government Bond Fund
Fifth Third Quality Growth Fund
Fifth Third Mid Cap Growth Fund
Fifth Third Balanced Fund
Fifth Third Ohio Municipal Bond Fund
Fifth Third International Equity Fund
Fifth Third Disciplined Large Cap Value Fund
Fifth Third Municipal Bond Fund
Fifth Third Select Stock Fund
Fifth Third Technology Fund
Fifth Third Strategic Income Fund
Fifth Third Multi Cap Value Fund
Fifth Third Micro Cap Value Fund
Fifth Third Equity Index Fund
Fifth Third Large Cap Core Fund
Fifth Third Small Cap Growth Fund
Fifth Third Michigan Municipal Bond Fund
Fifth Third Intermediate Bond Fund
Fifth Third Bond Fund
Fifth Third Intermediate Municipal Bond Fund
Fifth Third LifeModel Conservative FundSM
Fifth Third LifeModel Moderately Conservative FundSM
Fifth Third LifeModel Moderate FundSM
Fifth Third LifeModel Moderately Aggressive FundSM
Fifth Third LifeModel Aggressive FundSM
Fifth Third Small Cap Value Fund
Advisor Shares
Fifth Third Bond Fund
Fifth Third Strategic Income Fund
Fifth Third Multi Cap Value Fund
Fifth Third Worldwide Fund
Fifth Third Micro Cap Value Fund
Fifth Third Small Cap Growth Fund
Fifth Third Equity Index Fund
Fifth Third Municipal Bond Fund
D-2
Fifth Third Mid Cap Growth Fund
Fifth Third Prime Money Market Fund
Fifth Third Technology Fund
Fifth Third Quality Growth Fund
Fifth Third Balanced Fund
Fifth Third LifeModel Conservative FundSM
Fifth Third LifeModel Moderately Conservative FundSM
Fifth Third LifeModel Moderate FundSM
Fifth Third LifeModel Moderately Aggressive FundSM
Fifth Third LifeModel Aggressive FundSM
Fifth Third Small Cap Value Fund
Fifth Third International Equity Fund
FIFTH THIRD FUNDS FIFTH THIRD DISTRIBUTORS, INC.
By: /s/ C. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------- --------------------
Name: C. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President Title: President
D-3
Amended: November 10, 2003
SCHEDULE E
TO THE
DISTRIBUTION AGREEMENT
BETWEEN FIFTH THIRD FUNDS AND
FIFTH THIRD DISTRIBUTORS, INC.
NAME OF FUND:
Fifth Third Quality Growth Fund
Fifth Third Mid Cap Growth Fund
Fifth Third Balanced Fund
Fifth Third International Equity Fund
Fifth Third Disciplined Large Cap Value Fund
Fifth Third Ohio Municipal Bond Fund
Fifth Third Municipal Bond Fund
Fifth Third Select Stock Fund
Fifth Third U.S. Government Bond Fund
Fifth Third Technology Fund
Fifth Third Multi Cap Value Fund
Fifth Third Micro Cap Value Fund
Fifth Third Small Cap Growth Fund
Fifth Third Equity Index Fund
Fifth Third Large Cap Core Fund
Fifth Third Short Term Bond Fund
Fifth Third Michigan Municipal Bond Fund
Fifth Third Intermediate Bond Fund
Fifth Third Bond Fund
Fifth Third Intermediate Municipal Bond Fund
Fifth Third Ohio Tax Exempt Money Market Fund
Fifth Third LifeModel Conservative FundSM
Fifth Third LifeModel Moderately Conservative FundSM
Fifth Third LifeModel Moderate FundSM
Fifth Third LifeModel Moderately Aggressive Fund SM
Fifth Third LifeModel Aggressive FundSM
Fifth Third Small Cap Value Fund
FIFTH THIRD FUNDS FIFTH THIRD DISTRIBUTORS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------ --------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President Title: President