EXHIBIT 12(A)(1)
FIFTH THIRD FUNDS
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
PRINCIPAL FINANCIAL OFFICERS
I. COVERED OFFICERS/PURPOSE OF THE CODE
Fifth Third Funds' (the "Company" or the "Funds") code of ethics (this
"Code") applies to the Company's Principal Executive Officer ("President") and
Principal Financial Officer ("Treasurer") (the "Covered Officers" each of whom
is identified in Exhibit A) for the purpose of promoting:
o honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o full, fair, accurate, timely and understandable disclosure in reports
and documents that a registrant files with, or submits to, the
Securities and Exchange Commission ("SEC") and in other public
communications made by the Company;
o compliance with applicable laws and governmental rules and
regulations;
o the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
o accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business ethics
and should be sensitive to situations that may give rise to apparent as well as
actual conflicts of interest.
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS
OF INTEREST
OVERVIEW. A "conflict of interest" occurs when a Covered Officer's private
interest interferes with the interests of, or his service to, the Company. For
example, a conflict of interest would arise if a Covered Officer, or a member of
his family, receives improper personal benefits as a result of his position in
the Company.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Company and already are subject to conflict of interest
provisions in the Investment Company Act of 1940 (the "Investment Company Act").
For example, Covered Officers may not individually engage in certain
transactions (such as the purchase or sale of securities or other property) with
the Company because of their status as "affiliated persons" of the Company. Each
Covered Officer is an employee of the Company's investment adviser or its
affiliates ("Adviser"). The Company's and the Adviser's compliance programs and
procedures
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are designed to prevent, or identify and correct, violations of these
provisions. This Code does not, and is not intended to, repeat or replace these
programs and procedures, and such conflicts fall outside of the parameters of
this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between the Company and the Adviser of which the Covered Officers are also
officers or employees. As a result, this Code recognizes that the Covered
Officers will, in the normal course of their duties (whether formally for the
Company or for the Adviser, or for both), be involved in establishing policies
and implementing decisions which will have different effects on the Adviser and
the Company. The participation of the Covered Officers in such activities is
inherent in the contractual relationship between the Company and the Adviser and
is consistent with the performance by the Covered Officers of their duties as
officers of the Company. Thus, if performed in conformity with the provisions of
the Investment Company Act, will be deemed to have been handled ethically. In
addition, it is recognized by the Board of Trustees (the "Board") that the
Covered Officers may also be officers or employees of one or more other
investment companies covered by this or other Codes.
Other conflicts of interest are covered by the Code, even if such conflicts
of interest are not subject to provisions in the Investment Company Act. The
following list provides examples of conflicts of interest under the Code, but
Covered Officers should keep in mind that these examples are not exhaustive. The
overarching principle is that the personal interest of a Covered Officer should
not be placed improperly before the interest of the Company.
Each Covered Officer must:
o not use his personal influence or personal relationships improperly to
influence investment decisions or financial reporting by the Company
whereby the Covered Officer would benefit personally to the detriment
of the Company;
o not cause the Company to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than for the
benefit of the Company; and
o not use material non-public knowledge of portfolio transactions made
or contemplated for the Company to trade personally or cause others to
trade personally in contemplation of the market effect of such
transactions.
III. DISCLOSURE & COMPLIANCE
o Each Covered Officer should familiarize himself with the disclosure
requirements generally applicable to the Company;
o each Covered Officer should not knowingly misrepresent, or cause
others to misrepresent, facts about the Company to others, whether
within or outside the Company, including to the Company's Trustees and
auditors, and to governmental regulators and self-regulatory
organizations;
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o each Covered Officer should, to the extent appropriate within his area
of responsibility, consult with other officers and employees of the
Company and the Adviser or subadviser, administrator, and
sub-administrator with the goal of promoting full, fair, accurate,
timely and understandable disclosure in the reports and documents the
Company files with, or submits to, the SEC and in other public
communications made by the Company; and
o it is the responsibility of each Covered Officer to promote compliance
with the standards and restrictions imposed by applicable laws, rules
and regulations.
IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
o upon adoption of the Code (or thereafter as applicable, upon becoming
a Covered Officer), affirm in writing to the Board that he/she has
received, read, and understands the Code (pursuant to the form
identified as Exhibit B);
o annually thereafter affirm to the Board that he/she has complied with
the requirements of the Code (pursuant to the form identified as
Exhibit C);
o not retaliate against any employee or Covered Officer or their
affiliated persons for reports of potential violations that are made
in good faith;
o notify the Qualified Legal Compliance Committee ("QLCC") promptly if
he knows of any violation of this Code. Failure to do so is itself a
violation of this Code; and
o report at least annually any change in his affiliations from the prior
year.
The QLCC is responsible for applying this Code to specific situations in
which questions are presented under it and has the authority to interpret this
Code in any particular situation.
The Company will follow these procedures in investigating and enforcing
this Code:
o the QLCC will take all appropriate action to investigate any potential
violations reported to it;
o if, after such investigation, the QLCC believes that no violation has
occurred, the QLCC is not required to take any further action;
o if the QLCC concurs that a violation has occurred, it will inform and
make a recommendation to the Board, which will consider appropriate
action, which may include review of, and appropriate modifications to,
applicable policies and procedures; notification to appropriate
personnel of the Adviser or its board; or a recommendation to dismiss
the Covered Officer; and
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o any changes to this Code will, to the extent required, be disclosed as
provided by SEC rules.
Other Policies and Procedures
This Code shall be the sole code of ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and
forms applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Funds, the Funds' Adviser, principal underwriter,
or other service providers govern or purport to govern the behavior or
activities of the Covered Officers who are subject to this Code, they are
superceded by this Code to the extent that they overlap or conflict with the
provisions of this Code. The Funds', its Adviser's, sub-advisers', principal
underwriter's and service providers' codes of ethics under Rule 17j-1 under the
Investment Company Act and the Adviser's more detailed policies and procedures
are separate requirements applying to the Covered Officers and others, and are
not part of this Code.
V. AMENDMENTS
Any amendments to this Code, other than amendments to Exhibits A, B, and C,
must be approved or ratified by a majority vote of the Company's board,
including a majority of independent directors/trustees.
VI. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code will
be considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone other than the appropriate Board and its counsel, the
Adviser and the respective service providers.
VII. INTERNAL USE
The Code is intended solely for the internal use by the Funds and does not
constitute an admission, by or on behalf of the Company, as to any fact,
circumstance, or legal conclusion.
Date adopted: August 12, 2003
As amended: September 12, 2007
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EXHIBIT A
Persons Covered by this Code of Ethics - As of April 11, 2007
- -------------------------------------------------------------
Principal Executive Officer and President - E. KEITH WIRTZ
Principal Financial Officer and Treasurer - CHRISTOPHER BELL
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EXHIBIT B
FIFTH THIRD FUNDS
PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICERS
CODE OF ETHICS CERTIFICATION
I, _______________, Principal ___________ Officer of Fifth Third Funds (the
"Funds") hereby certify that I have received and read the Code of Ethics for
Principal Executive and Principal Financial Officers ("Code") of the Funds. I
further certify to the Board that I understand and have complied with the
requirements of the Code.
By: ______________________
Name:
Title:
Date: ____________________
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EXHIBIT C
FIFTH THIRD FUNDS
PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICERS
CODE OF ETHICS CERTIFICATION
Reference is made to the Code of Ethics (the "Code") pursuant to Section 406 of
the Sarbanes-Oxley Act of 2002 adopted by Fifth Third Funds (the "Trust") which
applies to the Trust's Principal Executive Officer and Principal Financial
Officer (each a "Covered Officer"). The undersigned Covered Officer hereby
certifies that he or she has fully complied with the requirements of the Code
since his or her last report to the Board.
By:________________________
Name:
Title:
Date: ___________
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