Exhibit (d)(ii)(A)
FIFTH THIRD FUNDS
AMENDMENT TO SUB-ADVISORY AGREEMENT
This Amendment to the Sub-Advisory Agreement is made and entered into as of
November 1, 2003, between Fifth Third Asset Management Inc. (the "Adviser") and
Xxxxxx Xxxxxxx Investment Management Inc. (formerly, Xxxxxx Xxxxxxx Xxxx Xxxxxx
Investment Management Inc.) (the "Sub-Adviser").
WITNESSETH
----------
WHEREAS, MSIM currently serves as Sub-Adviser to the Fifth Third
International Equity Fund (the "Fund"), pursuant to a Sub-Advisory Agreement
dated April 30,2001, as may be amended thereafter (the "Agreement"); and
WHEREAS, the Adviser and the Sub-Adviser wish to amend the fee schedule set
forth in Exhibit A to the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, the parties hereto agree as follows:
1. Exhibit A to the Agreement is hereby deleted and replaced in its
entirety with the attached revised Exhibit A, and all references in
the Agreement to Exhibit A shall hereafter refer to the attached
Exhibit A.
2. Except as provided herein, the Agreement shall remain in full force
and effect. This Amendment and the Agreement, as amended, constitute
the entire agreement between the parties hereto pertaining to the
subject matter hereof and fully supersede any and all prior agreements
or understandings between the parties hereto pertaining to the subject
matter hereof. In the event of any conflict between the terms of this
Amendment and the Agreement, the terms of this Amendment shall
control.
3. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument, and
shall be binding upon the parties and their respective successors and
assigns.
4. This Amendment shall be effective as of the date written above.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their duly authorized officers as of the date first
above written.
FIFTH THIRD ASSET MANAGEMENT INC. XXXXXX XXXXXXX INVESTMENT
MANAGEMENT INC.
By: /s/ X. X. Xxxxx By: /s/ Xxx Xxxxxxxxx
---------------- -----------------
Name: X. X. Xxxxx Name: Xxx Xxxxxxxxx
Title: President Title: Managing Director
Exhibit A to the
Fifth Third International Equity Fund
Sub-Advisory Agreement
between
Fifth Third Asset Management Inc.
and
Xxxxxx Xxxxxxx Investment Management Inc.
Fifth Third Asset Management Inc. shall pay compensation to Xxxxxx Xxxxxxx
Investment Management Inc. (the "Sub-Adviser") pursuant to the Sub-Advisory
Agreement between said parties for rendering investment sub-advisory services
with respect to the Fifth Third International Equity Fund (the "Fund) of the
Fifth Third Funds at the following annual rate:
FIRST EXCESS OVER
PORTFOLIO $250 MILLION $250 MILLION
Fifth Third International Equity Fund. 0.45% 0.25%
The above fee for the Fund shall be paid monthly to the Sub-Adviser. The
daily fee accruals will be computed by multiplying the fraction of one over the
number of calendar days in the year by the applicable annual rate described in
the preceding paragraph, and multiplying this product by the net assets of the
Fund as determined in accordance with the Fund's prospectus and statement of
additional information as of the close of business on the previous business day
on which the Fund was open for business.
If this Agreement becomes effective or terminates before the end of any
month, the fee (if any) for the period from the effective date to the end of
such month or from the beginning of such month to the date of termination, as
the case may be, shall be prorated according to the proportion which such period
bears to the full month in which such effectiveness or termination occurs.
DATED: November 1, 2003
