Exhibit (m)(ii)(B)
FORM OF
FIFTH THIRD FUNDS
COMBINED 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
to this Agreement, which Shares may be offered in one or more series (the
"Funds") and one or more classes thereof (the "Classes") and which have adopted
a Rule 12b-l Plan (the "Plan") in relation to such Funds and Classes, this form
of agreement having been approved pursuant to Rule 12b-l 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 Classes 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;
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(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 Class 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-l Agreement is in effect during the
period.
4. The Participating Organization will not perform or provide any duties
which would cause it to be fiduciary under Section 4975 of the Internal Revenue
Code of 1986, as amended with respect to any individual retirement account. For
purposes of that Section, the Participating Organization understands that any
person who exercises discretionary authority or discretionary control respecting
management of any individual retirement account or exercises any authority or
control respecting management or disposition of its assets, or who renders
investment advice for a fee, with respect to any monies or other property of
such an account, 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 or class thereof, this Agreement shall
continue in effect from 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 the 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 the Fund or by a vote of a
majority of the outstanding voting securities of the Fund or any
Class thereof as defined in the Investment Company Act of 1940 or
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 without cause to anyone Fund or Class
thereof will not cause the Agreement's termination with respect to any other
Fund or Class 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 of 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
BISYS Fund Services, Inc., General Partner
By: _____________________________
Title: ____________________________
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AMENDED: NOVEMBER 30, 2002
FORM OF
EXHIBIT A
TO COMBINED RULE 12B-1 AGREEMENT
The following Funds and their respective Classes of Shares shall be
subject to the Rule 12b-1 Agreement by and between the Participating
Organization and BISYS.
Name of Fund and Class Share
CLASS A SHARES:
---------------
Fifth Third Prime Money Market Fund
Fifth Third Government Money Market Fund
Fifth Third U.S. Government Bond Fund
Fifth Third Quality Growth Fund
Fifth Third Mid Cap Growth Fund
Fifth Third Balanced Fund
Fifth Third Ohio Municipal Bond Fund
Fifth Third Ohio Tax Exempt Money Market Fund
Fifth Third International Equity Fund
Fifth Third Disciplined Large Cap Value Fund
Fifth Third Municipal Bond Fund
Fifth Third Large Cap Opportunity Fund
Fifth Third Municipal Money Market Fund
Fifth Third Technology Fund
Fifth Third Multi Cap Value Fund
Fifth Third Micro Cap Value Fund
Fifth Third Equity Index Fund
Fifth Third Large Cap Core Fund
Fifth Third Small Cap Growth Fund
Fifth Third International GDP Fund
Fifth Third Michigan Municipal Bond Fund
Fifth Third Michigan Municipal Money Market Fund
Fifth Third Short Term Bond Fund
Fifth Third Intermediate Bond Fund
Fifth Third Bond Fund
Fifth Third Intermediate Municipal Bond Fund
Fifth Third LifeModel Conservative Fund SM
Fifth Third LifeModel Moderately Conservative Fund SM
Fifth Third LifeModel Moderate Fund SM
Fifth Third LifeModel Moderately Aggressive Fund SM
Fifth Third LifeModel Aggressive Fund SM
Fifth Third Small Cap Value Fund
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CLASS B SHARES:
--------------
Fifth Third U.S. Government Bond Fund
Fifth Third Quality Growth Fund
Fifth Third Mid Cap Growth Fund
Fifth Third Balanced Fund
Fifth Third International Equity Fund
Fifth Third Disciplined Large Cap Value Fund
Fifth Third Large Cap Opportunity Fund
Fifth Third Technology Fund
Fifth Third Prime Money Market Fund
Fifth Third Municipal Bond Fund
Fifth Third Ohio Municipal Bond Fund
Fifth Third Multi Cap Value Fund
Fifth Third Micro Cap Value Fund
Fifth Third Large Cap Core Fund
Fifth Third Equity Index Fund
Fifth Third Small Cap Growth Fund
Fifth Third International GDP Fund
Fifth Third Michigan Municipal Bond Fund
Fifth Third Short Term Bond Fund
Fifth Third Intermediate Bond Fund
Fifth Third Bond Fund
Fifth Third Intermediate Municipal Bond Fund
Fifth Third LifeModel Conservative Fund SM
Fifth Third LifeModel Moderately Conservative Fund SM
Fifth Third LifeModel Moderate Fund SM
Fifth Third LifeModel Moderately Aggressive Fund SM
Fifth Third LifeModel Aggressive Fund SM
Fifth Third Small Cap Value Fund
CLASS C SHARES:
--------------
Fifth Third U.S. Government Bond Fund
Fifth Third Quality Growth Fund
Fifth Third Mid Cap Growth Fund
Fifth Third Balanced Fund
Fifth Third Ohio Municipal Bond Fund
Fifth Third International Equity Fund
Fifth Third Disciplined Large Cap Value Fund
Fifth Third Municipal Bond Fund
Fifth Third Large Cap Opportunity Fund
Fifth Third Technology Fund
Fifth Third Strategic Income Fund
Fifth Third Multi Cap Value Fund
Fifth Third Micro Cap Value Fund
Fifth Third Worldwide Fund
Fifth Third Large Cap Core Fund
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Fifth Third Equity Index Fund
Fifth Third Small Cap Growth Fund
Fifth Third International GDP Fund
Fifth Third Michigan Municipal Bond Fund
Fifth Third Prime Money Market Fund
Fifth Third Short Term Bond Fund
Fifth Third Intermediate Bond Fund
Fifth Third Bond Fund
Fifth Third Intermediate Municipal Bond Fund
Fifth Third LifeModel Conservative Fund SM
Fifth Third LifeModel Moderately Conservative Fund SM
Fifth Third LifeModel Moderate Fund SM
Fifth Third LifeModel Moderately Aggressive Fund SM
Fifth Third LifeModel Aggressive Fund SM
Fifth Third Small Cap Value Fund
ADVISOR SHARES:
---------------
Fifth Third Intermediate Bond Fund
Fifth Third Municipal Bond Fund
Fifth Third Bond Fund
Fifth Third Quality Growth Fund
Fifth Third Intermediate Municipal Bond Fund
Fifth Third Balanced Fund
Fifth Third Strategic Income Fund
Fifth Third Mid Cap Growth Fund
Fifth Third Multi Cap Value Fund
Fifth Third Technology Fund
Fifth Third Worldwide Fund
Fifth Third Prime Money Market Fund
Fifth Third Micro Cap Value Fund
Fifth Third Michigan Municipal Money Market Fund
Fifth Third International GDP Fund
Fifth Third Small Cap Growth Fund
Fifth Third Large Cap Core Fund
Fifth Third Equity Index Fund
Fifth Third Short Term Bond Fund
Fifth Third Michigan Municipal Bond Fund
Fifth Third LifeModel Conservative Fund SM
Fifth Third LifeModel Moderately Conservative Fund SM
Fifth Third LifeModel Moderate Fund SM
Fifth Third LifeModel Moderately Aggressive Fund SM
Fifth Third LifeModel Aggressive Fund SM
Fifth Third Small Cap Value Fund
SERVICE SHARES:
--------------
Fifth Third Institutional Government Money Market Fund
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Fifth Third Institutional Money Market Fund
Fifth Third U.S. Treasury Money Market Fund
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DATED: AS OF _____________________
FORM OF
EXHIBIT B
TO THE RULE 12B-1 AGREEMENT
Compensation
------------
Class A Shares
--------------
Annual rate of up to 25 one-hundredths of one percent (0.25%) 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.
Class B Shares
--------------
Annual rate of up to 25 one-hundredths of one percent (0.25%) 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.
Class C Shares
--------------
Annual rate of up to 75 one-hundredths of one percent (0.75%) of the
average daily net asset value of each Fund's Shares held of record by
you beginning the nineteenth month following the purchase of those
shares.
Advisor Class Shares
--------------------
Annual rate of up to 50 one-hundredths of one percent (0.50%) 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.
Service Class Shares
--------------------
Annual rate of up to 25 one-hundredths of one percent (0.25%) 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.
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