Exhibit (m)(iv)
FIFTH THIRD FUNDS
INVESTMENT B RULE 12b-1 AGREEMENT
This Agreement is made between the organization executing this Agreement
(the "Participating Organization") and BISYS Fund Services Limited Partnership
d/b/a BISYS Fund Services ("BISYS") for the shares of beneficial interest (the
"Shares") of the registered management investment companies listed on Exhibit A
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to this Agreement, which Shares may be offered as Investment B Shares (the
"Investment B Shares") in one or more series (the "Funds") which have adopted an
Investment B Rule 12b-1 Plan (the "Plan") in relation to such Funds and
Investment B Shares, this form of agreement having been approved pursuant to
Rule 12b-1 under the Investment Company Act of 1940. In consideration of the
mutual covenants hereinafter contained, it is hereby agreed by and between the
parties hereto as follows:
1. BISYS hereby appoints the Participating Organization to render or
cause to be rendered distribution and support services to the Funds
with respect to the Investment B Shares thereof and their
shareholders.
2. The services to be provided under Paragraph 1 may include, but are not
limited to, the following:
(a) communicating account openings through computer terminals located
on the Participating Organization's premises ("computer
terminals"), through a toll-free telephone number or otherwise;
(b) communicating account closings via the computer terminals,
through a toll-free telephone number or otherwise;
(c) entering purchase transactions through the computer terminals,
through a toll-free telephone number or otherwise;
(d) entering redemption transactions through the computer terminals,
through a toll-free telephone number or otherwise;
(e) electronically transferring and receiving funds for Fund Share
purchase and redemptions, and confirming and reconciling all such
transactions;
(f) reviewing the activity in Fund accounts;
(g) providing training and supervision of its personnel;
(h) maintaining and distributing current copies of prospectuses and
shareholder reports;
(i) advertising the availability of its services and products;
(j) providing assistance and review in designing materials to send to
customers and potential customers and developing methods of
making such materials accessible to customers and potential
customers; and
(k) responding to customers' and potential customers' questions about
the Funds.
The services listed above are illustrative. The Participating Organization is
not required to perform each service and may at any time, upon agreement of the
parties hereto, perform either more or fewer services than described above.
3. During the term of this Agreement, BISYS will pay the Participating
Organization fees for each Fund or Investment B Shares thereof set forth in a
written schedule delivered to the Participating Organization pursuant to this
Agreement. BISYS's fee schedule for Participating Organization may be changed by
BISYS sending a new fee schedule to the Participating Organization pursuant to
Paragraph 12 of this Agreement. For the payment period in which this Agreement
becomes effective or terminates, there shall be an appropriate proration of the
fee on the basis of the number of days that the Rule 12b-1 Agreement is in
effect during the period.
4. The Participating Organization will not perform or provide any duties
which would cause it to be a fiduciary under Section 4975 of the Internal
Revenue Code, as amended. For purposes of that Section, the Participating
Organization understands that any person who exercises any discretionary
authority or discretionary control with respect to any individual retirement
account or its assets, or who renders investment advice for a fee, or has any
authority or responsibility to do so, or has any discretionary authority or
discretionary responsibility in the administration of such an account, is a
fiduciary.
5. The Participating Organization understands that the Department of
Labor views ERISA as prohibiting fiduciaries of discretionary ERISA assets from
receiving compensation from funds in which the fiduciary's discretionary ERISA
assets are invested. To date, the Department of Labor has not issued any
exemptive order or advisory opinion that would exempt fiduciaries from this
interpretation. Receipt of such compensation could violate ERISA provisions
against fiduciary self-dealing and conflict of interest and could subject the
fiduciary to substantial penalties.
6. The Participating Organization agrees not to solicit or cause to be
solicited directly, or indirectly, at any time in the future, any proxies from
the shareholders of any or all of the Funds in opposition to proxies solicited
by management of the Fund or Funds, unless a court of competent jurisdiction
shall have determined that the conduct of a majority of the Trustees of the Fund
or Funds constitutes willful misfeasance, bad faith, gross negligence or
reckless disregard of their duties. This Paragraph 6 will survive the term of
this Agreement.
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7. With respect to each Fund offering Investment B Shares thereof, this
Agreement shall continue in effect for one year from the date of its execution,
and thereafter for successive periods of one year if the form of this Agreement
is approved at least annually by the Trustees of the mutual fund, including a
majority of the Trustees of the Fund who are not interested persons of the Fund
and have no direct or indirect financial interest in the operation of the Fund's
Plan or in any related documents to the Plan ("Disinterested Trustees") cast in
person at a meeting for that purpose.
8. Notwithstanding Paragraph 7, this Agreement may be terminated as
follows:
(a) at any time, without the payment of any penalty, by the vote of a
majority of the Disinterested Trustees of the Fund or by a vote
of a majority of the outstanding voting securities of the Fund
thereof as defined in the Investment Company Act of 1940 on not
more than sixty (60) days' written notice to the parties to this
Agreement;
(b) automatically in the event of the Agreement's assignment as
defined in the Investment Company Act of 1940 or upon the
termination of the "Distributor's Contract" between the Fund or
Funds and BISYS; and
(c) by either party to the Agreement without cause by giving the
other party at least sixty (60) days' written notice of its
intention to terminate.
9. The termination of this Agreement with respect to any one Fund or
Investment B Shares thereof will not cause the Agreement's termination with
respect to any other Fund or the Investment B Shares thereof.
10. The Participating Organization agrees to obtain any taxpayer
identification number certification form its customers required under Section
3406 of the Internal Revenue Code, and any applicable Treasury regulations, and
to provide BISYS or its designee with timely written notice of any failure to
obtain such taxpayer identification number certification in order to enable the
implementation of any required backup withholding.
11. This Agreement supersedes any prior service agreements between the
parties for the Funds.
12. This Agreement may be amended by BISYS from time to time by the
following procedure. BISYS will mail a copy of the amendment to the
Participating Organization's address, as shown below. If the Participating
Organization does not object to the amendment within thirty (30) days after its
receipt, the amendment will become part of the Agreement. The Participating
Organization's objection must be in writing and be received by BISYS within such
thirty days.
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13. This Agreement shall be construed in accordance with the Laws of the
State of Ohio.
Dated: ________________ [PARTICIPATING ORGANIZATION]
[Address]
[City, State, Zip Code]
By: ___________________________________
Authorized Signature
_______________________________________
[Print Name of Authorized Signature]
Title: ________________________________
BISYS FUND SERVICES
Limited Partnership
By: ___________________________________
Title: ________________________________
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Dated: As of 4/1/00
EXHIBIT A
TO
INVESTMENT B RULE 12b-1 AGREEMENT
The following Funds and their respective class of Shares shall be subject
to the Investment B Rule 12b-1 Agreement by and between the Participating
Organization and BISYS:
Fifth Third Prime Money Market Fund
Investment B Shares
Fifth Third U.S. Government Securities Fund
Investment B Shares
Fifth Third Quality Bond Fund
Investment B Shares
Fifth Third Quality Growth Fund
Investment B Shares
Fifth Third Mid Cap Fund
Investment B Shares
Fifth Third Balanced Fund
Investment B Shares
Fifth Third Ohio Tax Free Bond Fund
Investment B Shares
Fifth Third International Equity Fund
Investment B Shares
Fifth Third Equity Income Fund
Investment B Shares
Fifth Third Bond Fund For Income
Investment B Shares
Fifth Third Municipal Bond Fund
Investment B Shares
Fifth Third Pinnacle Fund
Investment B Shares
Fifth Third Cardinal Fund
Investment B Shares
Fifth Third Technology Fund
Investment B Shares
A-1
Dated: As of 4/1/00
EXHIBIT B
TO THE
INVESTMENT RULE 12b-1 AGREEMENT
Compensation
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Investment B Shares*
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Annual rate of up to [100 one-hundredths of one percent (1.00%)] of the
average daily net asset value of each Fund's Shares held of record by you
from time to time on behalf of Customers.
_________________________
* All fees are computed daily and paid monthly.
B-2
