EXHIBIT 12(a)(1)
FIFTH THIRD FUNDS
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICERS
I. COVERED OFFICERS/PURPOSE OF THE CODE
The Board of Trustees (the "Board") of the Fifth Third Funds (the
"Trust") has established this Code of Ethics ("Code") in accordance with the
Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. 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. Under no circumstances should a Covered Officer
have any undisclosed or unapproved financial or other business relationship with
the Trust or a third party that might impair or might by viewed as impairing the
exercise of the Covered Officer's best judgment with respect to matters
involving the Trust.
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 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, from time to time, 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;
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;
There are some relationships that should always be disclosed to the
Chief Compliance Officer of the Trust, including:
1. Any ownership interest in, or any consulting or employment
relationship with, any entities doing business with the Trust, other
than an affiliated service provider or an affiliate of an affiliated
service provider. This disclosure requirement shall not apply to or
otherwise limit the ownership of publicly traded securities so long as
the Covered Officer's ownership does not exceed more than 1% of the
outstanding securities of the relevant class.
2. A direct or indirect financial interest in commissions, transaction
charges or spreads paid by the Trust for effecting portfolio
transactions or for selling or redeeming shares other than an interest
arising from the Covered Officer's employment with an affiliated
service provider or its affiliates. This disclosure requirement shall
not apply to or otherwise limit (i) the ownership of publicly traded
securities so long as the Covered Officer's ownership does not exceed
more than 1% of a particular class of security outstanding or (ii) the
receipt by an affiliated service provider or its affiliates of
research or other benefits in exchange for "soft dollars".
As a registered investment company, it is of critical importance that
the Trust's public communications, reports, and SEC filings contain full, fair,
accurate, timely, and understandable disclosure. Accordingly, each Covered
Officer is expected to consider it central to his or her duties and
responsibilities to the Trust to promote full, fair, accurate, timely, and
understandable disclosure in the Trust's public communications and reports, and
in the documents that the Trust files with, or submits to, the SEC. In this
regard, the Trust has adopted Disclosure Controls and Procedures that, "under
the supervision and oversight" of the Covered Officers are designed to ensure
that all information the Trust is required to disclose in its annual and
semi-annual reports filed with the SEC are recorded, processed, summarized and
reported within the time periods specified by the SEC under its rules and
regulations.
In addition to adhering to the specific requirements set forth in those
Disclosure Controls and Procedures and all applicable governmental laws, rules
and regulations, each Covered Officer shall exercise a high standard of care in
complying with the Trust's system of internal accounting controls, and in
preparing and providing all necessary information to make the Trust's public
reports, communications, and SEC filings and submissions complete, fair, and
understandable.
Accordingly, each Covered Officer must not knowingly misrepresent or
cause others to misrepresent facts about the Trust. In addition, each Covered
Officer must seek to ensure that all of the Trust's books, records, accounts and
financial information, as well as reports produced from those materials:
1. Are supported by accurate documentation maintained in reasonable
detail;
2. Are recorded in the proper account and in the proper accounting
period;
3. Do not contain any false or intentionally misleading entries;
4. Fairly and accurately reflect the transactions or occurrences to which
they relate; and
5. Conform to both the Trust's system of internal controls, its
Disclosure Controls and Procedures, and to all applicable laws, rules
and regulations.
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;
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/she 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
o any changes to this Code will, to the extent required, be disclosed as
provided by SEC rules.
V. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Trust 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 Trust, the Trust's 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.
VI. 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.
VII. RECORDS
A copy of this Code, any amendments hereto, and any reports or other
records created in relation to waivers of or amendments to provisions of this
Code shall be kept as records of the Trust for six years from the end of the
fiscal year in which such document was created. 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 to members
of the Board, Trust counsel and counsel to the independent directors. Such
records shall be furnished to the SEC or its staff upon request.
VIII. 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.
IX. INTERNAL USE
The Code is intended solely for the internal use by the Trust 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 and September 24, 2008
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 - SHANNON KING
As amended March 27, 2008
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: ____________________
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: _____________________