EXPENSE LIMITATION AGREEMENT
This Agreement, dated as of November 29, 2008, 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 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 hereto
("Expense Limit") and (ii) to the extent that ordinary
operating expenses incurred by a Fund from November 29, 2008
through November 28, 2009, 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 29, 2008 through November 28,
2009 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 29, 2008 through November 28, 2009,
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 M Administration Agreement
with respect to such Fund. This Agreement may be terminated
after November 28, 2009, 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 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/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice President
FIFTH THIRD FUNDS
On behalf of the Funds listed on
Schedule A hereto
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
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SCHEDULE A
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%
Preferred Shares 0.36%
Trust Shares 0.46%
Select Shares 0.29%
INSTITUTIONAL GOVERNMENT MONEY MARKET FUND
Institutional Shares 0.21%
Preferred Shares 0.36%
Trust Shares 0.46%
Select Shares 0.29%
U.S. TREASURY MONEY MARKET FUND
Institutional Shares 0.21%
Preferred Shares 0.36%
Trust Shares 0.46%
Select Shares 0.29%
STRUCTURED LARGE CAP PLUS FUND
Institutional Shares 0.92%
Class A Shares 1.17%
Class B Shares 1.92%
Class C Shares 1.92%
EQUITY INDEX FUND
Institutional Shares 0.19%
Class A Shares 0.44%
Class B Shares 1.19%
Class C Shares 1.19%
Preferred Shares 0.34%
Trust Shares 0.44%
Select Shares 0.27%
LIFEMODEL AGGRESSIVE FUNDSM
Institutional Shares 0.08%
Class A Shares 0.33%
Class B Shares 1.08%
Class C Shares 1.08%
LIFEMODEL MODERATELY AGGRESSIVE FUNDSM
Institutional Shares 0.08%
Class A Shares 0.33%
Class B Shares 1.08%
Class C Shares 1.08%
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Total Annual Fund
Operating Expenses-
Expense Limit
LIFEMODEL MODERATE FUNDSM
Institutional Shares 0.08%
Class A Shares 0.33%
Class B Shares 1.08%
Class C Shares 1.08%
LIFEMODEL MODERATELY CONSERVATIVE FUNDSM
Institutional Shares 0.08%
Class A Shares 0.33%
Class B Shares 1.08%
Class C Shares 1.08%
LIFEMODEL CONSERVATIVE FUNDSM
Institutional Shares 0.08%
Class A Shares 0.33%
Class B Shares 1.08%
Class C Shares 1.08%
INTERNATIONAL EQUITY FUND
Institutional Shares 1.21%
Class A Shares 1.46%
Class B Shares 2.21%
Class C Shares 2.21%
HIGH YIELD BOND FUND
Institutional Shares 0.74%
Class A Shares 0.99%
Class B Shares 1.74%
Class C Shares 1.74%
STRATEGIC INCOME FUND
Institutional Shares 0.91%
Class A Shares 1.16%
Class B Shares 1.91%
Class C Shares 1.91%
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 1.14%
Class A Shares 1.39%
Class B Shares 2.14%
Class C Shares 2.14%
DISCIPLINED LARGE CAP VALUE FUND
Institutional Shares 0.96%
Class A Shares 1.21%
Class B Shares 1.96%
Class C Shares 1.96%
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Total Annual Fund
Operating Expenses-
Expense Limit
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 0.93%
Class A Shares 1.18%
Class B Shares 1.93%
Class C Shares 1.93%
DIVIDEND GROWTH FUND
Institutional Shares 0.73%
Class A Shares 0.98%
Class B Shares 1.73%
Class C Shares 1.73%
This Schedule 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.
FIFTH THIRD ASSET MANAGEMENT, INC.
As Advisor and Administrator
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice President
FIFTH THIRD FUNDS
On behalf of the Funds listed on
Schedule A hereto
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
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