DISTRIBUTION AGREEMENT
AGREEMENT dated as of _______________, between Fifth Third Funds (the
"Fund"), an open-end, management investment company organized as a Massachusetts
business trust and ALPS Distributors, Inc. d/b/a FTAM Funds Distributors, Inc.,
a Colorado corporation and a registered broker-dealer under the Securities
Exchange Act of 1934 (the "Distributor").
WHEREAS, the Fund is an open-end management investment company
registered under the Investment Company Act of 1940, as amended, presently
consisting of the portfolios listed in Schedule A, attached hereto (each, a
"portfolio");
WHEREAS, the Fund wishes to employ the services of the Distributor in
connection with the promotion and distribution of the shares of each of the
portfolios of the Fund listed in Schedule A (the "Shares"); and
NOW, THEREFORE, in consideration of the mutual promises and
undertakings herein contained, the parties agree as follows:
1. Documents -- The Fund has furnished or will cause to furnish, upon request,
the Distributor with copies of the Fund's Declaration of Trust, advisory
agreement, custodian agreement, transfer agency agreement, administration
agreement, current prospectus, and statement of additional information, and all
forms relating to any plan, program or service offered by the Fund. Where not
otherwise available to the Distributor from another service provider to the
Fund, The Fund shall furnish, within a reasonable time period, to the
Distributor a copy of any amendment or supplement to any of the above-mentioned
documents. Also, where not otherwise available to the Distributor from another
service provider to the Fund and upon reasonable request, the Fund shall furnish
promptly to the Distributor any additional documents necessary or advisable to
perform its functions hereunder. As used in this Agreement the terms
"registration statement", "prospectus" and "statement of additional information"
shall mean any registration statement, prospectus and statement of additional
information filed by the Fund with the Securities and Exchange Commission
("SEC") and any amendments and supplements thereto that are filed with the SEC.
2. Sales of Shares -- The Fund grants to the Distributor the right to sell the
Shares as agent on behalf of the Fund, during the term of this Agreement,
subject to the registration requirements of the Securities Act of 1933, as
amended (the "1933 Act"), the Investment Company Act of 1940, as amended (the
"1940 Act") and of the laws governing the sale of securities in the various
states ("Blue Sky Laws"), under the terms and conditions set forth in this
Agreement. The Distributor shall have the right to sell, as agent on behalf of
the Fund, the Shares covered by the registration statement, prospectus and
statement of additional information for the Fund then in effect under the 1933
Act and 1940 Act.
3. Sales of Shares by the Fund-- The rights granted to the Distributor shall be
nonexclusive in that the Fund reserves the right to sell Shares to investors on
applications received and accepted by the Fund.
4. Public Offering Price - Except as otherwise noted in the Fund's then current
prospectus and/or statement of additional information, all Shares sold to
investors by the Distributor or the Fund will be sold at the public offering
price. The public offering price for all accepted subscriptions will be the net
asset value per Share, as determined in the manner described in the Fund's then
current prospectus and/or statement of additional information. The Fund shall in
all cases receive the net asset value per Share on all sales. If a fee in
connection with shareholder redemptions is in effect, such fee will be paid to
the Fund.
5. Suspension of Sales -- The Fund reserves the right to suspend sales and the
Distributor's authority to process orders for Shares on behalf of the Fund if,
in the judgment of the Fund, it is in the best interests of the Fund to do so.
Suspension will continue for such period as may be determined by the Fund.
6. Solicitation of Sales -- In consideration of these rights granted to the
Distributor, the Distributor agrees to use its best efforts to solicit orders
for the sale of the Shares at the public offering price and will undertake such
advertising and promotion as it believes is reasonable in connection with such
solicitation. The Distributor shall review and file such materials with the SEC
and/or the National Association of Securities Dealers, Inc. (the "NASD") to the
extent required by the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the 1940 Act and the rules and regulations thereunder, and
by the rules of the NASD. The Distributor shall provide, as necessary, support
and supervision to certain employees of Fifth Third Asset Management, Inc. and
its affiliates serving as "associated persons" of the Distributor. This shall
not prevent the Distributor from entering into like arrangements (including
arrangements involving the payment of underwriting commissions) with other
issuers. The Distributor will act only on its own behalf as principal should it
choose to enter into selling agreements with selected dealers or others.
7. Authorized Representations -- The Distributor is not authorized by the Fund
to give any information or to make any representations other than those
contained in the registration statement or prospectus and statement of
additional information, or contained in shareholder reports or other material
that may be prepared by or on behalf of the Fund for the Distributor's use.
Consistent with the foregoing, the Distributor may prepare and distribute sales
literature or other material as it may deem appropriate in consultation with the
Fund, provided such sales literature complies with applicable law and
regulations.
8. Registration of Shares -- The Fund agrees that it will take all action
necessary to register the Shares under the 1933 Act and the 1940 Act (subject to
the necessary approval of its shareholders). The Fund shall make available to
the Distributor, at the Distributor's expense, such number of copies of its
prospectus and statement of additional information as the Distributor may
reasonably request. The Fund shall furnish to the Distributor copies of all
information, financial statements and other papers, which the Distributor may
reasonably request for use in connection with the distribution of Shares of the
Fund.
9. Fund Expenses -- Unless otherwise agreed to by the parties hereto in writing,
the Distributor shall not be responsible for fees and expenses in connection
with (a) filing of any registration statement, printing and the distribution of
any prospectus and statement of additional information under the 1933 Act and/or
the 1940 Act and amendments prepared for use in connection with the offering of
Shares for sale to the public, preparing, setting in type, printing and mailing
the prospectus, statement of additional information and any supplements thereto
sent to existing shareholders, (b) preparing, setting in type, printing and
mailing any report (including annual and semi-annual reports) or other
communication to shareholders of the Fund, and (c) the Blue Sky registration and
qualification of Shares for sale in the various states in which the officers of
the Fund shall determine it advisable to qualify such Shares for sale (including
registering the Fund as a broker or dealer or any officer of the Fund as agent
or salesman in any state).
10. Use of the Distributor's Name -- The Fund shall not use the name of the
Distributor, or any of its affiliates, in any prospectus or statement of
additional information, sales literature, and other material relating to the
Fund in any manner without the prior written consent of the Distributor (which
shall not be unreasonably withheld); provided, however, that the Distributor
hereby approves all lawful uses of the names of the Distributor and its
affiliates in the prospectus and statement of additional information of the Fund
and in all other materials which merely refer to accurate terms to their
appointment hereunder or which are required by the SEC, NASD, OCC or any state
securities authority.
11. Use of the Fund's Name -- Neither the Distributor nor any of its affiliates
shall use the name of the Fund in any publicly disseminated materials, including
sales literature in any manner without the prior written consent of the Fund
(which shall not be unreasonably withheld); provided, however, that the Fund
hereby approves all lawful uses of its name in any required regulatory filings
of the Distributor which merely refer in accurate terms to the appointment of
the Distributor hereunder, or which are required by the SEC, NASD, OCC or any
state securities authority.
12. Insurance -- The Distributor agrees to maintain fidelity bond and liability
insurance coverages that are, in scope and amount, consistent with coverages
customary for distribution activities relating to the Fund. The Distributor
shall notify the Fund upon receipt of any notice of material, adverse change in
the terms or provisions of its insurance coverage. Such notification shall
include the date of change and the reason or reasons therefor. The Distributor
shall notify the Fund of any material claims against it, whether or not covered
by insurance, and shall notify the Fund from time to time as may be appropriate
of the total outstanding claims made by it under its insurance coverage.
13. Records; Visits --- The books and records pertaining to the Fund, which are
in the possession or under the control of Distributor, shall be the property of
the Fund. Such books and records shall be prepared and maintained as required by
the 1940 Act and other applicable securities laws, rules and regulations. The
Fund shall have access to such books and records at all times during
Distributor's normal business hours. Upon the reasonable request of the Fund,
copies of any such books and records shall be provided by Distributor to the
Fund, at the Fund's expense. Any such books and records may be maintained in the
form of electronic media and stored on any magnetic disk or tape or similar
recording method, and in such case copies of such books and records will, upon
request from the Fund, be provided to the Fund in such form of electronic media.
Distributor will return all such books and records to the Fund upon termination
of this Agreement, and the Fund will reimburse Distributor for the reasonable
out-of-pocket expenses incurred by Distributor to return all such books and
records to the Fund. Distributor may retain copies as are required by applicable
law or customary archival purposes.
14. Disaster Recovery --- Distributor shall enter into and maintain in effect
with appropriate parties (a) one or more agreements making reasonable provisions
for emergency use of electronic data processing equipment to the extent
appropriate equipment is available, and (b) emergency data recovery policies and
procedures (a "Disaster Recovery Plan"), which is commercially reasonable in
light of the services to be provided. In the event of equipment failures,
Distributor shall, at no additional expense to the Fund, take reasonable steps
to minimize service interruptions. Distributor shall have no liability with
respect to the loss of data or service interruptions caused by equipment
failure, provided such loss or interruption is not caused by Distributor's own
willful misfeasance, bad faith, negligence or reckless disregard of its duties
or obligations under this Agreement.
15. Indemnification -- The Fund agrees to indemnify and hold harmless the
Distributor and each of its directors and officers and each person, if any, who
controls the Distributor within the meaning of Section 15 of the 1933 Act,
against any loss, liability, claim, damages or expenses (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damages or expense and reasonable counsel fees incurred in connection
therewith) arising by reason of any person acquiring any Shares, based upon the
ground that the registration statement, prospectus, statement of additional
information, shareholder reports or other information filed or made public by
the Fund (as from time to time amended) included an untrue statement of a
material fact or omitted to state a material fact required to be stated or
necessary in order to make the statements not misleading under the 1933 Act, the
1940 Act or any other statute or the common law. However, the Fund does not
agree to indemnify the Distributor or hold it harmless to the extent that the
statement or omission was made in reliance upon, and in conformity with,
information furnished to the Fund by or on behalf of the Distributor. In no case
(i) is the indemnity
of the Fund in favor of the Distributor or any person indemnified to be deemed
to protect the Distributor or any person against any liability to the Fund or
its security holders to which the Distributor or such person would otherwise be
subject by reason of willful misfeasance, bad faith or negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement, or (ii) is the Fund to be liable
under its indemnity agreement contained in the paragraph with respect to any
claim made against the Distributor or any person indemnified unless the
Distributor or person, as the case may be, shall have notified the Fund in
writing of the claim promptly after the summons or other first written
notification giving information of the nature of the claims shall have been
served upon the Distributor or any such person (or after the Distributor or such
person shall have received notice of service on any designated agent). However,
failure to notify the Fund of any claim shall not relieve the Fund from any
liability which it may have to any person against whom such action is brought
otherwise than on account of its indemnity agreement contained in this paragraph
except to the extent that the Fund is harmed by such delay. The Fund shall be
entitled to participate at its own expense in the defense, or, if it so elects,
to assume the defense of any suit brought to enforce any claims, and if the Fund
elects to assume the defense, the defense shall be conducted by counsel chosen
by the Fund. In the event the Fund elects to assume the defense of any suit and
retain counsel, the Distributor, officers or directors or controlling person(s),
defendant(s) in the suit, shall bear the fees and expenses of any additional
counsel retained by them. If the Fund does not elect to assume the defense of
any suit, it will reimburse the Distributor, officers or directors or
controlling person(s) or defendant(s) in the suit for the reasonable fees and
expenses of any counsel retained by them. The Fund agrees to notify the
Distributor promptly of the commencement of any litigation or proceeding against
it or any of its officers in connection with the issuance or sale of any of the
Shares.
The Distributor also covenants and agrees that it will indemnify and hold
harmless the Fund and each of its trustees and officers and each person, if any,
who controls the Fund within the meaning of Section 15 of the 1933 Act, against
any loss, liability, damages, claims or expense (including the reasonable cost
of investigating or defending any alleged loss, liability, damages, claim or
expense and reasonable counsel fees incurred in connection therewith) arising by
reason of any person acquiring any Shares, based upon the 1933 Act, the 1940 Act
or any other statute or common law, alleging (a) any wrongful act of the
Distributor or any of its employees or (b) that any sales literature,
advertisements, information, statements or representations used or made by the
Distributor or any of its affiliates or employees or that the registration
statement, prospectus, statement of additional information, (as from time to
time amended) included an untrue statement of a material fact or omitted to
state a material fact required to be stated or necessary in order to make the
statements not misleading, insofar as the statement or omission was made in
reliance upon, and in conformity with, information furnished to the Fund by or
on behalf of the Distributor. In no case (i) is the indemnity of the Distributor
in favor of the Fund or any person indemnified to be deemed to protect the Fund
or any person against any liability to which the Fund or such person would
otherwise be subject by reason of willful misfeasance, bad faith or negligence
in the performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement, or (ii) is the Distributor to be
liable under its indemnity agreement contained in this paragraph with respect to
any claim made against the Fund or any person indemnified unless the Fund or
person, as the case may be, shall have notified the Distributor in writing of
the claim promptly after the summons or other first written notification giving
information of the nature of the claim shall have been served upon the Fund or
any such person (or after the Fund or such person shall have received notice of
service on any designated agent). However, failure to notify the Distributor of
any claim shall not relieve the Distributor from any liability which it may have
to the Fund or any person against whom the action is brought otherwise than on
account of its indemnity agreement contained in this paragraph except to the
extent that the Distributor is harmed by such delay. In the case of any notice
to the Distributor it shall be entitled to participate, at its own expense, in
the defense or, if it so elects, to assume the defense of any suit brought to
enforce the claim, and if the Distributor elects to assume the defense, the
defense shall be conducted by counsel chosen by it and satisfactory to the Fund,
to its officers and to any controlling person(s) or
defendant(s) in the suit. In the event that the Distributor elects to assume the
defense of any suit and retain counsel, the Fund or controlling person(s),
defendant(s) in the suit, shall bear the fees and expense of any additional
counsel retained by them. If the Distributor does not elect to assume the
defense of any suit, it will reimburse the Fund, officers or controlling
person(s), defendant(s) in the suit, for the reasonable fees and expenses of any
counsel retained by them. The Distributor agrees to notify the Fund promptly of
the commencement of any litigation or proceedings against it in connection with
the Fund and sale of any of the Shares.
16. Supplemental Information -- The Distributor and the Fund shall regularly
consult with each other regarding the Distributor's performance of its
obligations under this Agreement. In connection therewith, the Fund shall submit
to the Distributor at a reasonable time in advance of filing with the SEC
reasonably final copies of any amended or supplemented registration statement
(including exhibits) under the 1933 Act and the 1940 Act; provided, however,
that nothing contained in this Agreement shall in any way limit the Fund's right
to file at any time such amendments to any registration statement and/or
supplements to any prospectus or statement of additional information, of
whatever character, as the Fund may deem advisable, such right being in all
respects absolute and unconditional.
The Distributor acknowledges that the only information provided to it by the
Fund is that contained in the registration statement, the prospectus, the
statement of additional information and reports and financial information
referred to herein. Neither the Distributor nor any other person is authorized
by the Fund to give any information or to make any representations, other than
those contained in such documents and any sales literature or advertisements
specifically approved by appropriate representatives of the Fund.
17. Term -- This Agreement shall become effective as of May 14, 2007, and shall
continue until two years from such date and thereafter shall continue
automatically for successive annual periods, provided such continuance is
specifically approved at least annually (i) by the Fund's Board of Trustees or
(ii) by a vote of a majority of the outstanding voting securities of the
relevant portfolio of the Fund, provided that in either event the continuance is
also approved by the majority of the Trustees of the Fund who are not interested
persons (as defined in the 0000 Xxx) of any party to this Agreement by vote cast
in person at a meeting called for the purpose of voting on such approval. This
Agreement is terminable without penalty (i) on ninety days' written notice by
the Fund's Board of Trustees, by vote of the holders of a majority of the
outstanding voting securities of the relevant portfolio of the Fund or by the
Distributor, or (ii) on ten days' written notice of the Distributor, provided
that such notice is being provided due to the completion of FTAM Funds
Distributor, Inc.'s registration as a broker dealer. This Agreement shall
automatically terminate in the event of its assignment (as defined in the 1940
Act). This Agreement shall automatically terminate upon the suspension or
termination of Distributor's status as an NASD member firm.
Upon the termination of this Agreement, the Distributor, at the Fund's expense
and direction, shall transfer to such successor as the Fund shall specify all
relevant books, records and other data established or maintained by the
Distributor under this Agreement.
18. Anti-Money Laundering - The Distributor agrees to maintain an anti-money
laundering program in compliance with Title III of the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (the "USA Patriot Act") and all applicable laws and
regulations promulgated thereunder. The Distributor confirms that, as soon as
possible, following the request from the Fund, the Distributor will supply the
Fund with copies of the Distributor's anti-money laundering policy and
procedures, and such other relevant certifications and representations regarding
such policy and procedures as the Fund may reasonably request from time to time.
19. The Distributor maintains and will continue to maintain a comprehensive
compliance program reasonably designed to prevent violations of the federal
securities laws pursuant to Rule 38a-1 under the 1940 Act. Pursuant to its
compliance program, the Distributor will provide periodic measurement reports to
the Fund. Upon request of the Fund, the Distributor will provide to the Fund
compliance reports and/or compliance certifications with respect to the
Distributor's performance of the services set forth in this Agreement and its
compliance responsibilities in connection with Rule 38a-1 under the 1940 Act.
The Distributor reserves the right to amend and update its compliance program
and the measurement tools and certifications provided thereunder from time to
time in order to address changing regulatory and industry developments. The
Distributor will provide the Fund with such amendments or updates promptly upon
effectiveness.
20. Notice -- Any notice required or permitted to be given by either party to
the other shall be deemed sufficient if sent by (i) telecopier (fax) or (ii)
registered or certified mail, postage prepaid, addressed by the party giving
notice to the other party at the last address furnished by the other party to
the party giving notice:
if to the Fund at:
00 Xxxxxxxx Xxxxxx Xxxxx
XX 0000X0
Xxxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxx
if to the Distributor at:
0000 Xxxxxxxx, Xxxxx 0000,
Xxxxxx, Xxxxxxxx, 00000
Attn: General Counsel
or such other telecopier (fax) number or address as may be furnished by one
party to the other.
21. Confidential Information -- The Distributor, its officers, directors,
employees and agents will treat confidentially and as proprietary information of
the Fund all records and other information relative to the Fund and to prior or
present shareholders or to those persons or entities who respond to the
Distributor's inquiries concerning investment in the Fund, and will not use such
records and information for any purposes other than performance of its
responsibilities and duties hereunder. If the Distributor is requested or
required by depositions, interrogatories, requests for information or documents,
subpoena, civil investigation, demand or other action, proceeding or process or
as otherwise required by law, statute, regulation, writ, decree or the like to
disclose such information, the Distributor will provide the Fund with prompt
written notice of any such request or requirement so that the Fund may seek an
appropriate protective order or other appropriate remedy and/or waive compliance
with this provision. If such order or other remedy is not sought, or obtained,
or waiver not received within a reasonable period following such notice, then
the Distributor may without liability hereunder, disclose to the person, entity
or agency requesting or requiring the information, that portion of the
information that is legally required in the reasonable opinion of the
Distributor's counsel. 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 customers of the Fund.
22. Limitation of Liability
Each portfolio will be regarded for all purposes hereunder as a separate party
apart from each other portfolio. Unless the context otherwise requires, with
respect to every transaction covered hereby, every reference herein to Fund is
deemed to relate solely to the particular portfolio to which such transaction
relates. Under no circumstances will the rights, obligations or remedies with
respect to a particular portfolio constitute a right, obligation or remedy
applicable to any other portfolio. The use of this single document to
memorialize the separate agreement as to each portfolio is understood to be for
clerical convenience only and will not constitute any basis for joining the
other portfolios for any reason.
The parties expressly agree that the obligations of the Fund hereunder shall not
be binding upon any of the Trustees, shareholders, nominees, officers, agents or
employees of the Fund personally, but shall bind only the trust property of the
Fund. The execution and delivery of this Agreement have been authorized by the
Trustees, and this Agreement has been signed and delivered by an authorized
officer of the Fund, acting as such, and neither such authorization by the
Trustees nor such execution and deliver by such officer shall be deemed to have
been made by any of them individually or to impose any liability on them
personally, but shall bind only the trust property of the Fund as provided in
the Fund's Declaration of Trust.
23. Miscellaneous -- Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof,
including as necessary to comply with legal and regulatory developments. This
Agreement shall be construed, interpreted, and enforced in accordance with and
governed by the laws of the Commonwealth of Massachusetts. The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect. This Agreement may not be changed, waived, discharged or amended except
by written instrument that shall make specific reference to this Agreement and
which shall be signed by the party against which enforcement of such change,
waiver, discharge or amendment is sought. This Agreement may be executed
simultaneously in two or more counterparts, each of which taken together shall
constitute one and the same instrument.
All activities by the Distributor and its agents and employees as distributor of
the Shares shall comply with all applicable laws, rules and regulations
including, without limitation, all rules and regulations made or adopted by the
SEC or any securities association registered under the Exchange Act.
The Distributor will promptly transmit any orders received by it for purchase,
redemption or exchange of the Shares to the Fund's transfer agent. The
Distributor shall timely deliver such management reports as are reasonably
requested by the officers of the Fund.
IN WITNESS WHEREOF, the Fund has executed this instrument in its name and
behalf, and the Distributor has executed this instrument in its name and behalf,
as of the date and year first above written.
FIFTH THIRD FUNDS ALPS DISTRIBUTORS, INC. d/b/a FTAM FUNDS
DISTRIBUTORS, INC.
By:_________________________________ By:_____________________________________
Name: Name: Xxxxxx X. May
Title: Title: Managing Director
Schedule A
List of Portfolios
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ADVISOR INSTITUTIONAL SELECT PREFERRED TRUST
FUND NAME CLASS A CLASS B CLASS C CLASS CLASS CLASS CLASS CLASS
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Fifth Third Technology Fund X X X X X
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Fifth Third Micro Cap Value X X X X X
Fund
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Fifth Third Small Cap X X X X X
Growth Fund
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Fifth Third Small Cap Value X X X X X
Fund
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Fifth Third International X X X X X
Equity Fund
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third Mid Cap Growth X X X X X
Fund
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third Multi Cap Value X X X X X
Fund
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third Dividend Growth X X X X X
Fund
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third Quality Growth X X X X X
Fund
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third Large Cap Core X X X X X
Fund
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third Disciplined X X X X X
Large Cap Value Fund
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third Equity Index X X X X X X X X
Fund
------------------------------------------------------------------------------------------------------------------------------------
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Fifth Third Balanced Fund X X X X X
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Fifth Third Strategic X X X X X
Income Fund
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third LifeModel X X X X X
Aggressive Fund
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Fifth Third LifeModel X X X X X
Moderately Aggressive Fund
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third LifeModel X X X X X
Moderate Fund
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third LifeModel X X X X X
Moderately Conservative Fund
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third LifeModel X X X X X
Conservative Fund
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third High Yield Bond X X X X X
Fund
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third Bond Fund X X X X X
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third Intermediate X X X X X
Bond Fund
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third Municipal Bond X X X X X
Fund
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third Ohio Municipal X X X X X
Bond Fund
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third Intermediate X X X X X
Municipal Bond Fund
------------------------------------------------------------------------------------------------------------------------------------
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Fifth Third Michigan X X X X X
Municipal Bond Fund
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Fifth Third Short Term Bond X X X X
Fund
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third U.S. Government X X X X
Bond Fund
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Fifth Third Prime Money X X X X X
Market Fund
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third Michigan X X
Municipal Money Market Fund
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third Municipal Money X
Market Fund
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third Government X X
Money Market Fund
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third Institutional X X X X
Money Market Fund
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third Institutional X X X X
Government Money Market Fund
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third Municipal Money X X X X
Market Fund
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third U.S. Treasury X X X X
Money Market Fund
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