THIRD AMENDMENT TO THE
SECURITIES LENDING AUTHORIZATION AGREEMENT
BETWEEN
FIFTH THIRD FUNDS, ON BEHALF OF ITS SERIES AS LISTED ON SCHEDULE B,
AND
STATE STREET BANK AND TRUST COMPANY
This Third Amendment (this "Amendment") dated as of November 23, 2009 is
between FIFTH THIRD FUNDS, (the "Trust") a Massachusetts business trust, on
behalf of its series as listed on Schedule B, severally and not jointly, each a
registered management investment company organized and existing under the laws
of Massachusetts (each such series a "Fund" and collectively the "Funds"), and
STATE STREET BANK AND TRUST COMPANY ("State Street"), acting either directly or
through its subsidiaries or affiliates.
Reference is made to a Securities Lending Authorization Agreement dated
May 8, 2007 between the Funds and State Street as amended and in effect on the
date hereof prior to giving effect to this Amendment (the "Agreement"). The
Agreement shall be deemed for all purposes to constitute a separate and discrete
agreement between State Street and each Fund, and no Fund shall be responsible
or liable for any of the obligations of any other Fund under the Agreement or
otherwise, notwithstanding anything to the contrary contained herein.
WHEREAS, the Trust and State Street desire to amend the Agreement as set
forth below.
NOW THEREFORE, for value received, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties mutually agree to amend the Agreement in the following respects:
1. Definitions. All terms used herein and not otherwise defined shall have
the meanings set forth in the Agreement.
2. Amendment.
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(a) Section 15 of the Agreement is hereby deleted in its entirety and
the following is inserted in place thereof:
"15. Continuing Agreement and Termination.
It is the intention of the parties hereto that this Agreement shall
constitute a continuing agreement in every respect and shall apply to each and
every Loan, whether now existing or hereafter made. The Trust on behalf of one
or more Funds may at any time terminate this Agreement upon sixty (60) days'
written notice to State Street to that effect; provided, however, that in the
event of Exigent Market Circumstances, the Trust may terminate this Agreement
upon 5 days' written notice to State Street to that
effect. State Street may at any time terminate this Agreement upon five (5)
business days' written notice to the Funds to that effect. Following a
termination by either party, (a) no further Loans shall be made hereunder by
State Street on behalf of the Funds, and (b) State Street shall, within a
reasonable time after termination of this Agreement, terminate any and all
outstanding Loans. The provisions hereof shall continue in full force and effect
in all other respects until all Loans have been terminated and all obligations
satisfied as herein provided. State Street does not assume any market or
investment risk of loss associated with the Fund's change in cash Collateral
investment vehicles or termination of, or change in, its participation in this
securities lending program and the corresponding liquidation of cash Collateral
investments.
"Exigent Market Circumstances" means any day in which the Chicago Board
Options Exchange Volatility Index ("VIX") is [60] or higher."
b) Schedule B of the Agreement is hereby deleted in its entirety and
Schedule B attached hereto is inserted in place thereof.
3. Miscellaneous. Except to the extent specifically amended by this
Amendment, the provisions of the Agreement shall remain unmodified and in full
force and effect. This Amendment shall be construed in accordance with the laws
of the Commonwealth of Massachusetts.
4. Effective Date. This Third Amendment is effective as of the date first
written above. IN WITNESS WHEREOF, the parties hereto execute the above
Amendment by affixing their signatures below.
FIFTH THIRD FUNDS, on behalf of its STATE STREET BANK AND
series as listed on Schedule B, severally TRUST COMPANY
and not jointly
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By:
-------------------------- --------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name:
------------------------ ------------------------
Title: Vp Title:
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SCHEDULE B
This Schedule is attached to and made part of the Securities Lending
Authorization Agreement dated the 8th day of May, 2007 between FIFTH THIRD
FUNDS, on behalf of its respective series as listed on SCHEDULE B, severally and
not jointly, and STATE STREET BANK AND TRUST COMPANY, as amended.
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FUND NAME TAXPAYER IDENTIFICATION NUMBER
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Fifth Third Strategic Income Fund ▇▇-▇▇▇▇▇▇▇
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Fifth Third Total Return Bond Fund ▇▇-▇▇▇▇▇▇▇
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Fifth Third Short Term Bond Fund ▇▇-▇▇▇▇▇▇▇
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Fifth Third High Yield Bond Fund ▇▇-▇▇▇▇▇▇▇
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Fifth Third All Cap Value Fund ▇▇-▇▇▇▇▇▇▇
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Fifth Third Micro Cap Value Fund ▇▇-▇▇▇▇▇▇▇
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Fifth Third Small Cap Growth Fund ▇▇-▇▇▇▇▇▇▇
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Fifth Third Mid Cap Growth Fund ▇▇-▇▇▇▇▇▇▇
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Fifth Third Quality Growth Fund ▇▇-▇▇▇▇▇▇▇
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Fifth Third Equity Index Fund ▇▇-▇▇▇▇▇▇▇
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Fifth Third Small Cap Value Fund ▇▇-▇▇▇▇▇▇▇
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Fifth Third International Equity Fund ▇▇-▇▇▇▇▇▇▇
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Fifth Third Disciplined Large Cap Value Fund ▇▇-▇▇▇▇▇▇▇
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Fifth Third Dividend Growth Fund ▇▇-▇▇▇▇▇▇▇
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