FOUNTAIN SQUARE FUNDS, 485BPOS, 1997-09-30

FOUNTAIN SQUARE FUNDS
485BPOS, 1997-09-30

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<PAGE> 1
1933 Act File No. 33-24848
1940 Act File No. 811-5669

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
---

Pre-Effective Amendment No._____ ............................. ___

Post-Effective Amendment No. 23 .............................. X
___

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
---

Amendment No. 24 ............................................. X
___

FOUNTAIN SQUARE FUNDS

(Exact Name of Registrant as Specified in Charter)

3435 Stelzer Road, Columbus, Ohio 43219-3035
(Address of Principal Executive Offices)

(614) 470-8000
(Registrant's Telephone Number)

Melanie Mayo West, Esquire
Howard & Howard Attorneys, P.C.
Suite 101, The Pinehurst Office Center
1400 North Woodward Avenue
Bloomfield Hills, Michigan 48304-2856
(Name and Address of Agent for Service)

It is proposed that this filing will become effective:

X immediately upon filing pursuant to paragraph (b)
- ---
on ____________________________ pursuant to paragraph (b)
- ---
60 days after filing pursuant to paragraph (a)(i)
- ---
on ____________________________ pursuant to paragraph (a)(i)
- ---
75 days after filing pursuant to paragraph (a)(ii)
- ---
on ____________________________ pursuant to paragraph (a)(ii) of Rule 485.
- ---

If appropriate, check the following box:
____ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Registrant has filed with the Securities and Exchange Commission a declaration
pursuant to Rule 24f-2 under the Investment Company Act of 1940, and:

X filed the Notice required by that Rule on September 25, 1997; or
- ---

___ intends to file the Notice required by that Rule on or
about ___________________; or

____ during the most recent fiscal year did not sell any securities pursuant to
Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to Rule
24f-2(b)(2), need not file the Notice.

<PAGE> 2

CROSS-REFERENCE SHEET

This Amendment to the Registration Statement of FOUNTAIN SQUARE FUNDS,
which is comprised of thirteen portfolios, each portfolio offering two separate
classes of shares (unless otherwise noted): Investment A Shares and Investment
C Shares: (1) Fountain Square U.S. Government Securities Fund; (2) Fountain
Square Quality Bond Fund; (3) Fountain Square Quality Growth Fund; (4) Fountain
Square Mid Cap Fund; and (5) Fountain Square Balanced Fund; (6) Fountain Square
Ohio Tax Free Bond Fund; (7) Fountain Square International Equity Fund; (8)
Fountain Square Equity Income Fund; (9) Fountain Square Fixed Income Fund; and
(10) Fountain Square Municipal Bond Fund; Trust Shares and Investment Shares
of: (11) Fountain Square Commercial Paper Fund; and (12) Fountain Square
Government Cash Reserves Fund; and one share class of (13) Fountain Square U.S.
Treasury Obligations Fund, relates only to Funds (11) through (13), and is
comprised of the following:

PART A. INFORMATION REQUIRED IN A PROSPECTUS.

<TABLE>
<CAPTION>
Prospectus Heading
(Rule 404(c) Cross Reference)
-----------------------------
<S> <C> <C>
Item 1. Cover Page Cover Page.
Item 2. Synopsis................................... Summary of Fund Expenses.
Item 3. Condensed Financial Information............ Financial Highlights;
Performance Information.
Item 4. General Description of Registrant.......... General Information;
Investment Information;
Investment Objective;
Investment Policies;
Investment Limitations;
Voting Rights.
Item 5. Management of the Fund..................... Financial Highlights;
Fountain Square Funds
Information; Management of
the Trust; Administration of
the Fund; Distribution of
Shares of the Fund.
Item 5A. Management's Discussion of Fund Performance Not applicable.
Item 6. Capital Stock and Other Securities......... Shareholder Information;
Voting Rights; Massachusetts
Law; Effect of Banking Laws;
Tax Information; Federal
Income Tax; Dividends;
Capital Gains.
Item 7. Purchase of Securities Being Offered....... Net Asset Value; Investing
in the Fund; Share
Purchases; Minimum
Investment Required; What
Shares Cost; Certificates
and Confirmations;
Exchanges.
Item 8. Redemption or Repurchase................... Redeeming Shares; By
Telephone; By Mail;
Receiving Payment; Accounts
with Low Balances.
Item 9. Pending Legal Proceedings.................. None.
</TABLE>

<PAGE> 3

PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.

<TABLE>
<S> <C> <C>
Item 10. Cover Page............................ Cover Page.
Item 11. Table of Contents..................... Table of Contents.
Item 12. General Information and History....... General Information About the Fund.
Item 13. Investment Objectives and Policies.... Investment Objective and Policies;
Types of Investments; Investment
Limitations.
Item 14. Management of the Fund................ Fountain Square Funds Management;
Officers and Trustees; Trustees'
Compensation.
Item 15. Control Persons and Principal
Holders of Securities................. Fund Ownership.
Item 16. Investment Advisory and Other Services Investment Advisory Services; Advisor
to the Fund; Advisory Fees;
Administrative Services; Transfer
Agent and Dividend Disbursing Agent;
Distribution Plan (Investment
Shares).
Item 17. Brokerage Allocation.................. Brokerage Transactions.
Item 18. Capital Stock and Other Securities.... Not applicable.
Item 19. Purchase, Redemption and Pricing Purchasing Shares; Redeeming Shares;
of Securities Being Offered........... Determining Net Asset Value.
Item 20. Tax Status............................ Tax Status; The Fund's Tax Status;
Shareholders' Tax Status.
Item 21. Underwriters.......................... Distribution Plan (Investment Shares).
Item 22. Calculation of Performance Data....... Yield; Effective Yield.
Item 23. Financial Statements.................. Incorporated by reference to the
Annual Report to Shareholders of the
Fountain Square Funds dated July 31,
1997 (File No. 811-5669).
</TABLE>

<PAGE> 4

FOUNTAIN SQUARE GOVERNMENT
CASH RESERVES FUND

(A PORTFOLIO OF FOUNTAIN SQUARE FUNDS)

INVESTMENT SHARES

TRUST SHARES

PROSPECTUS

The Investment Shares and Trust Shares of Fountain Square Government Cash
Reserves Fund (the "Fund") offered by this prospectus represent interests in a
diversified portfolio of securities which is one of a series of investment
portfolios in Fountain Square Funds (the "Trust"), an open-end management
investment company (a mutual fund).

The Fund is a money market fund which invests in short-term U.S. government
securities to achieve high current income consistent with stability of
principal and liquidity. The Fund intends to limit its investments to those
U.S. government securities whose interest is generally exempt from personal
income tax in the various states if owned directly. Please see the "Tax
Information" section of this prospectus.

This prospectus contains the information you should read and know before you
invest in Investment Shares or Trust Shares of the Fund. Keep this prospectus
for future reference.

The Fund has also filed a Combined Statement of Additional Information for
Investment Shares and Trust Shares, dated September 30, 1997, with the
Securities and Exchange Commission. The information contained in the Combined
Statement of Additional Information is incorporated by reference into this
prospectus. You may request a copy of the Combined Statement of Additional
Information free of charge, obtain other information or make inquiries about
the Fund by writing to the Fund or calling toll-free (888) 799-5353.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF FIFTH
THIRD BANK, ARE NOT ENDORSED OR GUARANTEED BY FIFTH THIRD BANK, AND ARE NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. THE FUND ATTEMPTS TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE CAN BE NO ASSURANCE THAT THE
FUND WILL BE ABLE TO DO SO.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

Prospectus dated September 30, 1997

<PAGE> 5

TABLE OF CONTENTS

<TABLE>
<S> <C>
SUMMARY OF FUND EXPENSES .......................................................... 1

FINANCIAL HIGHLIGHTS--INVESTMENT SHARES ........................................... 3

FINANCIAL HIGHLIGHTS--TRUST SHARES ................................................ 4

GENERAL INFORMATION ............................................................... 5

INVESTMENT INFORMATION ............................................................ 5
Investment Objective ...................................................... 5
Investment Policies ....................................................... 5
Acceptable Investments ........................................... 5
When-Issued and Delayed Delivery Transactions .................... 6
Lending of Portfolio Securities .................................. 6
Investment Limitations .................................................... 6

FOUNTAIN SQUARE FUNDS INFORMATION ................................................. 6
Management of the Trust ................................................... 6
Board of Trustees ................................................ 6
Investment Advisor ............................................... 7
Advisory Fees ............................................ 7
Advisor's Background ..................................... 7
Distribution of Shares of the Fund ........................................ 7
Investment Shares Distribution Plan .............................. 7
Other Payments to Financial Institutions ......................... 8
Administration of the Fund ............................................... 8
Administrative Services .......................................... 8
Custodian, Transfer Agent and Dividend Disbursing Agent .......... 8
Independent Auditors ............................................. 8

NET ASSET VALUE ................................................................... 9

INVESTING IN THE FUND ............................................................. 9
Share Purchases ........................................................... 9
Minimum Investment Required ............................................... 9
What Shares Cost .......................................................... 9
Certificates and Confirmations ............................................ 10
Dividends ................................................................. 10
Capital Gains ............................................................. 10

EXCHANGES ......................................................................... 10

REDEEMING SHARES .................................................................. 11
By Telephone .............................................................. 11
By Mail ................................................................... 11
Receiving Payment ......................................................... 12
Accounts with Low Balances ................................................ 12

SHAREHOLDER INFORMATION ........................................................... 12
Voting Rights ............................................................. 12
Massachusetts Law ......................................................... 13

EFFECT OF BANKING LAWS ............................................................ 13

TAX INFORMATION ................................................................... 13
Federal Income Tax ........................................................ 13
State and Local Taxes ..................................................... 14

PERFORMANCE INFORMATION ........................................................... 14

PORTFOLIO OF INVESTMENTS .......................................................... 15

STATEMENT OF ASSETS AND LIABILITIES ............................................... 17

STATEMENT OF OPERATIONS ........................................................... 18

STATEMENT OF CHANGES IN NET ASSETS ................................................ 19

NOTES TO FINANCIAL STATEMENTS ..................................................... 20

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS ................................. 23

ADDRESSES ........................................................................ 24
</TABLE>

<PAGE> 6

SUMMARY OF FUND EXPENSES

INVESTMENT SHARES
SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<S> <C>
Maximum Sales Load Imposed on Purchases (as a percentage of offering price) ... None
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price) ........................................... None
Contingent Deferred Sales Charge (as a percentage of original purchase price or
redemption proceeds, as applicable) ........................................... None
Redemption Fee (as a percentage of amount redeemed, if applicable) ............ None
Exchange Fee .................................................................. None
</TABLE>

ANNUAL INVESTMENT SHARES OPERATING EXPENSES

<TABLE>
<S> <C>
Management Fee (after waiver)(1) .............................................. 0.37%
12b-1 Fee (after waiver)(2) .................................................... 0.00%
Other Expenses (after waiver)(3) .............................................. 0.15%
Total Investment Shares Operating Expenses(4) ................................. 0.52%
</TABLE>

(1) The management fee has been reduced to reflect the voluntary waiver by
the investment advisor. The advisor can terminate this voluntary waiver
at any time at its sole discretion. The maximum management fee is 0.40%.

(2) The 12b-1 has been reduced to reflect the voluntary waiver by the
distributor. The distributor can terminate this voluntary waiver at any
time at its sole discretion. The maximum 12b-1 fee is 0.35%.

(3) Other expenses have been reduced to reflect the voluntary waiver of fees
by the administrator.

(4) Total Investment Shares operating expenses would be 0.90% absent the
voluntary waivers by the investment advisor, the distributor and the
administrator.

TRUST SHARES
SHAREHOLDER TRANSACTION EXPENSES

ANNUAL TRUST SHARES OPERATING EXPENSES
(As a percentage of average net assets)

<TABLE>
<S> <C>
Management Fee (after waiver)(1) .............................................. 0.37%
12b-1 Fee ..................................................................... None
Total Other Expenses (after waiver)(2) ........................................ 0.15%
Total Trust Shares Operating Expenses(3) ...................................... 0.52%
</TABLE>

(2) Other expenses have been reduced to reflect the voluntary waiver of fees
by the administrator.

(3) Total Trust Shares operating expenses would be 0.55% absent the voluntary
waivers by the investment advisor and the administrator.

<PAGE> 7

THE PURPOSE OF THE EXPENSE TABLES IS TO ASSIST AN INVESTOR IN
UNDERSTANDING THE VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF INVESTMENT
SHARES OR TRUST SHARES WILL BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE
COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND EXPENSES, SEE "FOUNTAIN SQUARE
FUNDS INFORMATION," "INVESTING IN INVESTMENT SHARES" AND "INVESTING IN TRUST
SHARES." Wire-transferred redemptions of less than $10,000 may be subject to
additional fees.

<TABLE>
<CAPTION>
EXAMPLE 1 year 3 years 5 years 10 years
- ------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the
following expenses
on a $1,000
investment in
Investment Shares
or Trust Shares,
assuming (1) 5%
annual return and
(2) redemption at
the end of each
time period. The
Fund charges no
redemption fees for
Investment Shares
or Trust Shares..... $5 $16 $28 $63
</TABLE>

THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE> 8

FOUNTAIN SQUARE GOVERNMENT CASH RESERVES FUND
FINANCIAL HIGHLIGHTS--INVESTMENT SHARES

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Ernst & Young LLP, Independent Auditors, on
page 25.

<TABLE>
<CAPTION>
YEAR ENDED JULY 31,
---------------------------------------------------
1997 1996 1995 1994 1993 1992*
---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- ----- -----
Income from investment operations
Net investment income 0.05 0.05 0.05 0.03 0.03 0.03
----- ----- ----- ----- ----- -----
Less distributions
Dividends to shareholders from net
investment income 0.05 (0.05) (0.05) (0.03) (0.03) (0.03)
----- ----- ----- ----- ----- -----
Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== ===== =====
Total return 5.00% 5.11% 5.22% 3.03% 2.76% 2.61%(c)
Ratios to Average Net Assets
Expenses 0.51% 0.51% 0.50% 0.50% 0.50% 0.50%(b)
Net investment income 4.90% 4.97% 5.17% 2.96% 3.22% 3.68%(b)
Expense waiver/reimbursement(a) 0.44% 0.42% 0.45% 0.48% 0.50% 0.50%(b)
Supplemental Data
Net assets, ends of period (000
omitted) $110,578 $68,884 $45,726 $11,073 $10,923 $8,726
</TABLE>

*Reflects operations for the period from November 25, 1991 (date of initial
public investment) to July 31, 1992.

(a) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.

(b) Annualized.

(See Notes which are an integral part of the Financial Statements)

<PAGE> 9

FOUNTAIN SQUARE GOVERNMENT CASH RESERVES FUND
FINANCIAL HIGHLIGHTS TRUST SHARES

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Ernst & Young LLP, Independent Auditors, on
page 25.

<TABLE>
<CAPTION>
YEAR ENDED JULY 31,
--------------------------------------------------------
1997 1996 1995 1994 1993 1992
--------- -------- ------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
- ------------------------------------ -------- -------- -------- -------- ------- -------
Income from investment operations
Net investment income 0.05 0.05 0.05 0.03 0.03 0.04
-------- -------- -------- -------- ------- -------
Less distributions
Dividends to shareholders from net
investment income (0.05) (0.05) (0.05) (0.03) (0.03) (0.04)
Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======== ======== ======== ======== ======= =======
Total return** 5.01% 5.11% 5.22% 3.03% 2.76% 4.19%
Ratios to Average Net Assets
Expenses 0.51% 0.50% 0.50% 0.50% 0.50% 0.50%
Net investment income 4.90% 4.99% 5.17% 3.01% 3.22% 4.14%
Expense waiver/reimbursement(a) 0.09% 0.07% 0.20% 0.13% 0.15% 0.15%
Supplemental Data
Net assets, ends of period (000
omitted) $162,543 $132,326 $129,603 $106,632 $92,993 $82,888
</TABLE>

(a) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.

(See Notes which are an integral part of the Financial Statements)

<PAGE> 10

GENERAL INFORMATION

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated September 15, 1988. The Declaration of Trust permits the Trust
to offer separate series of shares of beneficial interest representing
interests in separate portfolios of securities. The shares in any one
portfolio may be offered in separate classes. As of the date of this
prospectus, the Board of Trustees ("Trustees") have established two classes of
shares of the Fund, known as Trust Shares and Investment Shares. This
prospectus relates to both classes of shares of the Fund.

Investment Shares and Trust Shares (the "Shares") are intended to provide a
convenient means of accumulating an interest in a professionally managed,
diversified portfolio limited to U.S. government obligations. Trust Shares are
designed for investors who are fiduciary or agency clients of financial
institutions. Investment Shares are designed for investors who are not
fiduciary or agency clients of financial institutions. In both cases, a
minimum initial investment of One Thousand Dollars ($1,000.00) is required.

The Fund attempts to stabilize the value of a share at $1.00. Shares are
currently sold and redeemed at that price.

INVESTMENT INFORMATION

INVESTMENT OBJECTIVE

The investment objective of the Fund is high current income consistent with
stability of principal and liquidity. This investment objective cannot be
changed without approval of shareholders. While there is no assurance that the
Fund will achieve its investment objective, it endeavors to do so by following
the investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of
short-term U.S. government securities maturing in 13 months or less. The
average maturity of U.S. government securities in the Fund's portfolio,
computed on a dollar-weighted basis, will be 90 days or less. Unless indicated
otherwise, the investment policies may be changed by the Trustees without
approval of shareholders. Shareholders will be notified before any material
changes in these policies become effective.

The Fund intends to limit its investments to those U.S. government securities
whose interest is generally exempt from personal income tax in the various
states if owned directly. However, from time to time, the Fund may also invest
in other U.S. government securities if the advisor deems it advantageous to do
so. Please see the "Tax Information" section of this prospectus.

ACCEPTABLE INVESTMENTS. The U.S. government securities in which the Fund
invests are either issued or guaranteed by the U.S. government, its agencies,
or instrumentalities. These securities include, but are not limited to:

o direct obligations of the U.S. Treasury, such as U.S. Treasury bills,
notes, and bonds; and
o notes, bonds, and discount notes of U.S. government agencies or
instrumentalities, such as the: Farm Credit Banks Federal Home
Loan Banks; and Student Loan Marketing Association.

Some obligations issued or guaranteed by agencies or instrumentalities of the
U.S. government are backed by the full faith and credit of the U.S. Treasury.
No assurances can be given that the U S. government will provide

<PAGE> 11

financial support to other agencies or instrumentalities since it is not
obligated to do so. These agencies and instrumentalities are supported by:

o the issuer's right to borrow an amount limited to a specific line of
credit from the U.S. Treasury;
o discretionary authority of the U.S. government to purchase certain
obligations of an agency or instrumentality; or
o the credit of the agency or instrumentality.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Fund may purchase U.S.
government securities on a when-issued or delayed delivery basis. These
transactions are arrangements in which the Fund purchases securities with
payment and delivery scheduled for a future time. The seller's failure to
complete these transactions may cause the Fund to miss a price or yield
considered to be advantageous. Settlement dates may be a month or more after
entering into these transactions, and the market values of the securities
purchased may vary from the purchase prices. Accordingly, the Fund may pay
more or less than the market value of the securities on the settlement date.

The Fund may dispose of a commitment prior to settlement if the Fund's advisor
deems it appropriate to do so. In addition, the Fund may enter into
transactions to sell its purchase commitments to third parties at current
market values and simultaneously acquire other commitments to purchase similar
securities at later dates. The Fund may realize short-term profits or losses
upon the sale of such commitments.

LENDING OF PORTFOLIO SECURITIES. In order to generate additional income, the
Fund may lend its portfolio securities on a short-term or long-term basis, or
both, to broker/dealers, banks, or other institutional borrowers of securities.
The Fund will only enter into loan arrangements with broker/dealers, banks, or
other institutions which the Advisor has determined are creditworthy under
guidelines established by the Fund's Trustees and will receive collateral at
all times equal to at least 100% of the value of the securities loaned. There
is the risk that when lending portfolio securities, the securities may not be
available to the Fund on a timely basis and the Fund may, therefore, lose the
opportunity to sell the securities at a desirable price. In addition, in the
event that a borrower of securities would file for bankruptcy or become
insolvent, disposition of the securities may be delayed pending court action.

INVESTMENT LIMITATIONS

The Fund will not borrow money directly or pledge securities except, under
certain circumstances, the Fund may borrow up to one-third of the value of its
total assets and pledge up to 10% of the value of its total assets to secure
such borrowings.

The above investment limitation cannot be changed without shareholder approval.
The following limitation, however, may be changed by the Trustees without
shareholder approval. Shareholders will be notified before any material change
in this limitation becomes effective.

The Fund will not commit more than 10% of its net assets to illiquid
obligations.

FOUNTAIN SQUARE FUNDS INFORMATION

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES. The Trust is managed by a Board of Trustees. The Trustees
are responsible for managing the Trust's business affairs and for exercising
all the Trust's powers except those reserved for the shareholders.

<PAGE> 12

INVESTMENT ADVISOR. Pursuant to an investment advisory contract with the
Trust, investment decisions for the Fund are made by The Fifth Third Bank, the
Fund's investment advisor (the "Advisor"), subject to direction by the
Trustees. The Advisor continually conducts investment research and supervision
for the Fund and is responsible for the purchase or sale of portfolio
instruments, for which it receives an annual fee from the Fund.

ADVISORY FEES. The Advisor receives an annual investment advisory fee
equal to 0.40 of 1% of the Fund's average daily net assets. The Advisor
has undertaken to waive up to the amount of the advisory fee, for
operating expenses in excess of limitations established by certain
states. The Advisor may voluntarily choose to waive a portion of its fee
or reimburse other expenses of the Fund, but reserves the right to
terminate such waiver or reimbursement at any time at its sole
discretion.

ADVISOR'S BACKGROUND. Fifth Third Bank, an Ohio state chartered bank, is
a wholly-owned subsidiary of Fifth Third Bancorp, a bank holding company
organized under the laws of Ohio. Fifth Third Bank is a commercial bank
offering a wide range of banking services to its customers. As of July
31, 1997, Fifth Third Bank and its affiliates managed assets in excess of
$11.1 billion on a discretionary basis and provided custody services for
additional assets in excess of $108.3 billion. Fifth Third Bank has
managed mutual funds since 1988.

Fifth Third Bank has managed pools of commingled funds since 1953.
Currently, the Trust and Investment Division manages 6 such pools with
total assets of over $509.7 million.

As part of their regular banking operations, Fifth Third Bank may make
loans to public companies. Thus, it may be possible, from time to time,
for the Fund to hold or acquire the securities of issuers which are also
lending clients of Fifth Third Bank. The lending relationship will not
be a factor in the selection of securities.

DISTRIBUTION OF SHARES OF THE FUND

BISYS Fund Services L.P. serves as the distributor for the Trust. BISYS Fund
Services L.P. is wholly-owned by BISYS Group, Inc., 150 Clove Road, Little
Falls, NJ 07424, a publicly owned company engaged in information processing
and record keeping services to and through banking and other financial
organizations.

INVESTMENT SHARES DISTRIBUTION PLAN. Pursuant to the provisions of a
distribution plan adopted in accordance with Rule 12b-1 (the "Plan") under the
Investment Company Act of 1940, the Fund will pay to the distributor an amount
computed at an annual rate of up to 0.35% of the average daily net asset value
of the Investment Shares to finance any activity which is principally intended
to result in the sale of Investment Shares subject to the Plan. No such plan
has been adopted relating to the sale of Trust Shares.

The distributor may from time to time and for such periods as it deems
appropriate, voluntarily reduce its compensation under the Plan to the extent
the expenses attributable to the Investment Shares exceed such lower expense
limitation as the distributor may, by notice to the Trust, voluntarily declare
to be effective.

The distributor may select financial institutions such as banks, fiduciaries,
custodians for public funds, investment advisors, and broker/dealers to provide
sales and/or administrative services as agents for their clients or customers
who beneficially own Investment Shares. Administrative services may include,
but are not limited to, the following functions: providing office space,
equipment, telephone facilities, and various personnel including clerical,
supervisory, and computer as necessary or beneficial to establish and maintain
shareholder accounts and records; processing purchase and redemption
transactions and automatic investments of client account cash balances;
answering routine client inquiries regarding the Fund; assisting clients in
changing dividend options; account designations, and addresses; and providing
such other services as the Fund reasonably requests.

<PAGE> 13

Financial institutions will receive fees from the distributor based upon
Investment Shares owned by their clients or customers. The schedules of such
fees and the basis upon which such fees will be paid will be determined from
time to time by the distributor.

OTHER PAYMENTS TO FINANCIAL INSTITUTIONS. The distributor, the Advisor, or
their affiliates may also offer to pay a fee from their own assets to financial
institutions as financial assistance for providing substantial marketing and
sales support. The support may include initiating customer accounts, providing
sales literature, or participating in sales, educational and training seminars
(including those held at recreational facilities). Such assistance will be
predicated upon the amount of shares the financial institution sells or may
sell and/or upon the type and nature of sales or marketing support furnished by
the financial institution. Any payments made by the distributor may be
reimbursed by the Advisor or its affiliates.

The Glass-Steagall Act limits the ability of a depository institution (such as
a commercial bank or a savings and loan association) to become an underwriter
or distributor of most securities. In the event the Glass-Steagall Act is
deemed to prohibit depository institutions from acting in the capacities
described above or should Congress relax current restrictions on depository
institutions, the Trustees will consider appropriate changes in the
administrative services.

State securities laws governing the ability of depository institutions to act
as underwriters or distributors of securities may differ from interpretations
given to the Glass-Steagall Act and, therefore, banks and financial
institutions may be required to register as dealers pursuant to state law.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES. BISYS Fund Services L.P. serves as the administrator.
The administrator generally assists in all aspects of the Trust's
administration and operation including providing the Fund with certain
administrative personnel and services necessary to operate the Fund, such as
legal and accounting services. BISYS Fund Services L.P. provides these at an
annual rate as specified below:

<TABLE>
<CAPTION>
MAXIMUM AVERAGE AGGREGATE DAILY
ADMINISTRATIVE FEE NET ASSETS OF THE TRUST
- ------------------ -----------------------
<S> <C>
0.20% of the first $1 billion
0.18% of the next $1 billion
0.17% in excess of $2 billion
</TABLE>

The administrator may periodically waive all or a portion of its administrative
fee which will cause the yield of a Fund to be higher than it would otherwise
be in the absence of such a waiver.

Pursuant to a separate agreement with BISYS Fund Services L.P., Fifth Third
Bank performs sub-administrative services on behalf of the Fund including
providing certain administrative personnel and services necessary to operate
the Fund for which it receives a fee from BISYS Fund Services L.P. computed
daily and paid periodically calculated at an annual rate of 0.025% of average
daily net assets.

CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT. Fifth Third Bank,
Cincinnati, Ohio, is custodian for the securities and cash of the Fund,
transfer agent for the Shares of the Fund, and dividend disbursing agent for
the Fund.

INDEPENDENT AUDITORS. The independent auditors for the Fund are Ernst & Young
LLP, Cincinnati, Ohio.

<PAGE> 14

NET ASSET VALUE

The Fund attempts to stabilize the net asset value of Shares at $1.00 by
valuing the portfolio securities using the amortized cost method. The net
asset value per Share for each class of Shares is determined by adding the
interest of the applicable class of Shares in the value of all securities and
other assets of the Fund, subtracting the interest of those Shares in
liabilities of the Fund and those attributable to such Shares, and dividing the
remainder by the total number of Shares in the class outstanding. The Fund
cannot guarantee that its net asset value will always remain at $1.00 per
Share.

INVESTING IN THE FUND

SHARE PURCHASES

Shares are sold on days on which the New York Stock Exchange and the Federal
Reserve Bank of Cleveland are open for business. In connection with the sale
of Investment Shares or Trust Shares, the distributor may from time to time
offer certain items of nominal value to any shareholder or investor. The Fund
reserves the right to reject any purchase request. Purchases of Fund Shares
may not be available for investors in all states.

Shares of the Funds may be purchased either through a financial institution
(such as a bank or broker-dealer that has a sales agreement with the
distributor) or by wire or check directed to the Fund. Investors may contact
the Fund toll-free at (888) 799-5353.

Payment for Share purchases may be made to the Fund either by check or federal
funds. Orders are considered received after payment by check is converted into
federal funds and received by the custodian. This is normally the next
business day after the Fund receives the check. When payment is made with
federal funds, the order is considered received when federal funds are received
by the custodian. Federal funds should be wired to the Fund as follows: ABA
No. 042 000 314 Fifth Third Cincinnati; Attention: Fountain Square Funds
Department; For Credit to: (shareholder name and account number); For Further
Credit to: Fountain Square Government Cash Reserves Fund-Investment Shares or
Fountain Square Government Cash Reserves Fund-Trust Shares, as the case may be.
Investors not purchasing directly from the Fund should consult their financial
institution for wiring instructions.

MINIMUM INVESTMENT REQUIRED

The minimum initial investment in Shares is $1,000. Subsequent investments
must be in amounts of at least $50. An institutional investor's minimum
investment will be calculated by combining all accounts it maintains with the
Fountain Square Funds.

The minimum investment requirements do not apply with respect to accounts that
have been established to automatically invest cash accumulations in the Fund.
Investors participating in such arrangements may be charged separate fees by
the financial institution that provides this service, and should read this
prospectus along with their financial institution's agreement or other
literature relating to this service.

WHAT SHARES COST

Shares are sold at their net asset value next determined after an order is
received. The Fund does not impose a sales charge.

<PAGE> 15

The net asset value is determined at 4:00 p.m. (Eastern time), Monday through
Friday, except on: (i) days on which there are not sufficient changes in the
value of the Fund's portfolio securities that its net asset value might be
materially affected; (ii) days during which no shares are tendered for
redemption and no orders to purchase shares are received; or (iii) the
following holidays: New Year's Day, Martin Luther King Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans'
Day, Thanksgiving Day, and Christmas Day.

CERTIFICATES AND CONFIRMATIONS

The transfer agent for the Fund maintains a share account for each shareholder
of record. Share certificates are not issued.

Detailed statements that include account balances, information on each purchase
or redemption, and a report of dividends paid during the month are sent to each
shareholder monthly and will serve as confirmations of all transactions in the
shareholder's account for the statement period.

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends will be reinvested on
payment dates in additional Shares unless cash payments are requested by
writing to the Fund. Share purchase orders received by the Fund before 11:00
a.m. (Eastern time) earn dividends that day.

CAPITAL GAINS

If the Fund experiences capital gains, it could result in an increase in
dividends. Capital losses could result in a decrease in dividends. If, for
some extraordinary reason, the Fund realizes net long-term capital gains, it
will distribute them at least once every 12 months.

EXCHANGES

A shareholder may exchange Investment Shares of the Fund for Investment Shares
of any of the other funds in the Trust by calling the Fund, toll-free at (888)
799-5353 or by sending a written request to the Fund. Telephone exchange
instructions may be recorded. If reasonable procedures are not followed by the
Fund, it may be liable for losses due to unauthorized or fraudulent telephone
instructions.

Shares of Funds with a sales charge may be exchanged at net asset value for
shares of other Funds with an equal sales charge or no sales charge. Shares of
Funds with no sales charge acquired by direct purchase or reinvestment of
dividends on such shares may be exchanged for shares of Funds with a sales
charge at net asset value plus the applicable sales charge. When exchanging
into and out of Shares of the Funds in the Trust, shareholders who have paid a
sales load once upon purchasing Shares of any Fund will not have to pay a sales
load again on an exchange.

Orders for exchanges of shares of money market funds must be received by 11:00
a.m. (Eastern time). Orders for exchanges of the U.S. Government Securities
Fund, Quality Bond Fund, Ohio Tax Free Bond Fund, Quality Growth Fund, Mid Cap
Fund, Balanced Fund, International Equity Fund, Equity Income Fund, Bond Fund
For Income, and Municipal Bond Fund must be received by 2:30 p.m. (Eastern
time). Orders for exchanges are taken on any day that the Funds are open for
business. Orders which are received prior to the cut-off times listed above
will be executed as of the close of business that day. Orders received after
the respective cut-off times will be executed at the close of the next business
day.

<PAGE> 16

An excessive number of exchanges may be disadvantageous to the Trust.
Therefore the Trust, in addition to its right to reject any exchange, reserves
the right to modify or terminate the exchange privilege at any time.
Shareholders would be notified prior to any modification or termination.

An exchange order must comply with the requirements for a redemption and must
specify the dollar value or number of shares to be exchanged. Exchanges are
subject to the minimum initial investment requirement of the Fund being
acquired. An exchange constitutes a sale for federal income tax purposes.

The exchange privilege is only available in states where shares of the Fund
being acquired may legally be sold. Before the exchange, a shareholder must
receive a prospectus of the Fund for which the exchange is being made.

REDEEMING SHARES

The Fund redeems Shares at their net asset value next determined after the Fund
receives the redemption request. Redemptions will be made on days on which the
Fund computes its net asset value. Telephone or written requests for
redemption must be received in proper form.

BY TELEPHONE

Shares may be redeemed in any amount by calling the Fund, provided the Fund has
received a properly completed authorization form. Proceeds will be mailed in
the form of a check to the shareholder's address of record or by wire transfer
to the shareholder's account at a domestic commercial bank that is a member of
the Federal Reserve System. Proceeds from redeemed Shares purchased by check
or through ACH will not be wired until that method of payment has cleared.
Telephone instructions will be recorded. If reasonable procedures are not
followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.

For calls received by Fifth Third Securities before 11:00 a.m. (Eastern time),
a check will be sent to the address of record. Those Shares will not be
entitled to the dividend declared that day. For calls received after 11:00
a.m. (Eastern time), proceeds will normally be disbursed the following business
day. Those Shares will be entitled to the dividend declared on the day the
redemption request was received. In no event will proceeds be disbursed more
than seven days after a proper request for redemption has been received. If at
any time the Fund shall determine it necessary to terminate or modify this
method of redemption, shareholders would be promptly notified.

An authorization form permitting the Fund to accept telephone requests must be
completed. Authorization forms and information on this service are available
from the Fund.

In the event of drastic economic or market changes, a shareholder may
experience difficulty in redeeming by telephone. If such a case should occur,
another method of redemption, such as "By Mail," should be considered.

BY MAIL

A shareholder may redeem Shares by sending a written request to Fifth Third
Bank, Fountain Square Redemptions, M.D. 1090EC, 38 Fountain Square Plaza,
Cincinnati, Ohio 45263.

The written request should include the shareholder's name, the Fund name and
class of shares, the account number, and the share or dollar amount requested.
If share certificates have been issued, they must be properly endorsed and
should be sent by registered or certified mail with the written request.
Shareholders should call the Fund for assistance in redeeming by mail.

<PAGE> 17

Shareholders requesting a redemption of $50,000 or more, a redemption of any
amount to be sent to an address other than that on record with the Fund, or a
redemption payable other than to the shareholder of record must have signatures
on written redemption requests guaranteed by:

o a trust company or commercial bank whose deposits are insured by the
Bank Insurance Fund, which is administered by the Federal Deposit
Insurance Corporation ("FDIC");

o a member of the New York, American, Boston, Midwest, or Pacific Stock
Exchange;

o a savings and loan association or a savings bank whose deposits are
insured by the Savings Association Insurance Fund, which is administered
by the FDIC; or

o any other "eligible guarantor institution," as defined by the Securities
Exchange Act of 1934.

The Fund does not accept signatures guaranteed by a notary public.

The Fund and its transfer agent have adopted standards for accepting signature
guarantees from the above institutions. The Fund may elect in the future to
limit eligible signature guarantors to institutions that are members of a
signature guarantee program. The Fund and its transfer agent reserve the right
to amend these standards at any time without notice.

RECEIVING PAYMENT

Normally, a check for the proceeds is mailed to the shareholder within three
business days, but in no event more than seven days, after receipt of a proper
written redemption request, provided the Fund or its agents have received
payment for shares from the distributor.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any a:count and pay the proceeds to the shareholder if, due to
shareholder redemptions, the account balance falls below the required minimum
value of $1,000.

Before redeeming Shares to close an account, the Fund will notify the
shareholder in writing and allow the shareholder 30 days to purchase additional
Shares to meet the minimum requirement.

SHAREHOLDER INFORMATION

VOTING RIGHTS

Each Share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All shares of all classes of
each Fund in the Trust have equal voting rights, except that in matters
affecting only a particular Fund or class, only shares of that Fund or class
are entitled to vote. As a Massachusetts business trust, the Trust is not
required to hold annual shareholder meetings. Shareholder approval will be
sought only for certain changes in the Trust or the Fund's operation and for
the election of Trustees under certain circumstances. As of September 15,
1997, Fifth Third Bank may for certain purposes be deemed to control the Funds
because it is owner of record of certain shares of the Funds.

<PAGE> 18

Trustees may be removed by a two-thirds vote of the number of Trustees prior to
such removal or by a two-thirds vote of the shareholders at a special meeting.
The Trustees shall call a special meeting of shareholders upon the written
request of shareholders owning at least 10% of the Trust's outstanding shares
of all series entitled to vote.

MASSACHUSETTS LAW

Under certain circumstances, shareholders may be held personally liable under
Massachusetts law for acts or obligations of the Trust on behalf of the Fund.
To protect shareholders of the Fund, the Trust has filed legal documents with
Massachusetts that expressly disclaim the liability of shareholders of the Fund
for such acts or obligations of the Trust. These documents require inclusion
of this disclaimer to be given in each agreement, obligation, or instrument the
Trust or its Trustees enter into or sign on behalf of the Fund.

In the unlikely event a shareholder of the Fund is held personally liable for
the Trust's obligations on behalf of the Fund, the Trust is required by the
Declaration of Trust to use the property of the Fund to protect or to
compensate the shareholder. On request, the Trust will defend any claim made
and pay any judgment against a shareholder of the Fund for any act or
obligation of the Trust on behalf of the Fund. Therefore, financial loss
resulting from liability as a shareholder of the Fund will occur only if the
Trust cannot meet its obligations to indemnify shareholders and to pay
judgments against them from the assets of the Fund.

EFFECT OF BANKING LAWS

The Glass-Steagall Act and other banking laws and regulations presently
prohibit a bank holding company registered under the Federal Bank Holding
Company Act of 1956 or any affiliate thereof from sponsoring, organizing or
controlling a registered, open-end investment company continuously engaged in
the issuance of its shares, and from issuing, underwriting, selling or
distributing securities in general. Such laws and regulations do not prohibit
such a holding company or affiliate from acting as investment advisor, transfer
agent or custodian to such an investment company or from purchasing shares of
such a company as agent for and upon the order of their customer. The Fund's
investment advisor, Fifth Third Bank, is subject to such banking laws and
regulations.

Fifth Third Bank believes that it may perform the investment advisory services
for the Fund contemplated by its advisory agreement with the Trust without
violating the Glass-Steagall Act or other applicable banking laws or
regulations. Changes in either federal or state statutes and regulations
relating to the permissible activities of banks and their subsidiaries or
affiliates, as well as further judicial or administrative decisions or
interpretations of present or future statutes and regulations, could prevent
Fifth Third Bank from continuing to perform all or a part of the above services
for its customers and/or the Fund. In such event, changes in the operation of
the Fund may occur, including the possible alteration or termination of any
automatic or other Fund share investment and redemption services then being
provided by Fifth Third Bank, and the Trustees would consider alternative
investment advisors and other means of continuing available investment
services. It is not expected that Fund shareholders would suffer any adverse
financial consequences (if another advisor with equivalent abilities to Fifth
Third Bank is found) as a result of any of these occurrences.

TAX INFORMATION

FEDERAL INCOME TAX

The Fund will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code applicable to regulated investment companies and
to receive the special tax treatment afforded to such companies.

<PAGE> 19

The Fund will be treated as a single, separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by the
Trust's other portfolios, if any, will not be combined for tax purposes with
those realized by the Fund.

Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions received. This applies whether dividends
and distributions are received in cash or as additional shares.

STATE AND LOCAL TAXES

The Fund intends to limit its investments to U.S. government securities paying
interest which, if owned directly by shareholders of the Fund, would generally
be exempt from state personal income tax. However, from time to time, the Fund
may also invest in other U.S. government securities if the Advisor deems it
advantageous to do so. Moreover, under the laws of some states, the net
investment income generally distributed by the Fund may be taxable to
shareholders. State laws differ on this issue, and shareholders are urged to
consult their own tax advisors regarding the status of their accounts under
state and local tax laws.

PERFORMANCE INFORMATION

From time to time, the Fund advertises its yield and effective yield for
Investment Shares and Trust Shares. The yield of Investment Shares or Trust
Shares represents the annualized rate of income earned on an investment in
those Shares over a seven-day period. It is the annualized dividends earned
during the period on the investment, shown as a percentage of the investment.
The effective yield is calculated similarly to the yield, but, when annualized,
the income earned by an investment in Investment Shares or Trust Shares is
assumed to be reinvested daily. The effective yield will be slightly higher
than the yield because of the compounding effect of this assumed reinvestment.

Advertisements and other sales literature may also refer to total return.
Total return represents the change, over a specified period of time, in the
value of an investment in Investment Shares or Trust Shares after reinvesting
all income distributions. It is calculated by dividing that change by the
initial investment and is expressed as a percentage.

Yield and effective yield will be calculated separately for Investment Shares
and Trust Shares. Because Investment Shares are subject to 12b-1 fees, the
yield and effective yield of Trust Shares, for the same period, will exceed
that of Investment Shares.

From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare the
Fund's performance to certain indices.

<PAGE> 20

FOUNTAIN SQUARE GOVERNMENT CASH RESERVES FUND
PORTFOLIO OF INVESTMENTS
JULY 31, 1997

<TABLE>
<CAPTION>
Principal Amortized
Amount Security Description Cost
--------- -------------------- ---------
<S> <C> <C>
U.S. GOVERNMENT AGENCIES (100.3%)
FEDERAL FARM CREDIT BANK (27.9%)
$ 7,000,000
7,000,000 5.55%, 8/1/97 4,996,933
5,000,000 Discount Note, 8/5/97 5,988,701
6,000,000 Discount Note, 8/14/97 6,982,976
7,000,000 Discount Note, 8/18/97 3,988,000
4,000,000 Discount Note, 8/21/97 5,978,160
6,000,000 Discount Note, 8/25/97 7,969,666
8,000,000 Discount Note, 8/26/97 5,976,340
6,000,000 Discount Note, 8/27/97 5,855,833
5,880,000 Discount Note, 8/28/97 5,760,633
5,800,000 Discount Note, 9/15/97 4,952,471
5,000,000 Discount Note, 10/1/97 4,953,100
5,000,000 Discount Note, 10/3/97 5,913,867
6,000,000 Discount Note, 11/4/97 ------------
Total 76,316,680
------------
FEDERAL HOME LOAN BANK (51.7%)
11,416,463
11,425,000 Discount Note, 8/6/97 7,992,620
8,000,000 Discount Note, 8/7/97 9,989,461
10,000,000 Discount Note, 8/8/97 6,971,388
7,000,000 Discount Note, 8/28/97 4,999,802
5,000,000 Floating Rate Note, 5.49%, 8/28/97** 13,929,178
14,000,000 Discount Note, 9/3/97 5,961,150
6,000,000 Discount Note, 9/12/97 5,956,600
6,000,000 Discount Note, 9/18/97 5,948,758
6,000,000 Discount Note, 9/25/97 7,932,551
8,000,000 Discount Note, 9/26/97 13,576,473
13,700,000 Discount Note, 9/30/97 7,921,240
8,000,000 Discount Note, 10/6/97 7,918,929
8,000,000 Discount Note, 10/8/97 7,916,778
8,000,000 Discount Note, 10/10/97 12,837,472
13,000,000 Discount Note, 10/24/97 3,946,798
4,000,000 Discount Note, 10/29/97 5,861,680
6,000,000 Discount Note, 12/31/97 ------------
Total 141,077,341
------------
</TABLE>

<PAGE> 21

<TABLE>
<CAPTION>
Principal Amortized
Amount Security Description Cost
--------- -------------------- ------------
<S> <C> <C>
STUDENT LOAN MARKETING ASSOCIATION (11.6%)
5,000,000
5,000,000 Floating Rate Note, 5.44%, 8/21/97** 7,886,678
8,000,000 Discount Note, 9/22/97 18,900,000
18,900,000 Master Note, 5.46%, 7/1/00* ------------
Total 31,786,678
------------
TENNESSEE VALLEY AUTHORITY (9.1%)
7,974,567
8,000,000 Discount Note, 8/22/97 9,938,158
10,000,000 Discount Note, 9/11/97 6,915,895
7,000,000 Discount Note, 10/2/97 ------------
Total 24,828,620
------------
TOTAL U.S. GOVERNMENT AGENCIES 274,009,319
------------
TOTAL INVESTMENTS (AMORTIZED COST $274,009,319)*** (100.3%) 274,009,319
LIABILITIES IN EXCESS OF OTHER ASSETS (0.3%) (887,939)
------------
TOTAL NET ASSETS (100.0%) $273,121,380
============
</TABLE>

Percentages indicated are based on net assets of $273,121,380.

*Current rate shown.

**Current rate and next demand date shown.

***Also represents cost for federal tax purposes.

(See Notes which are an integral part of the Financial Statements)

<PAGE> 22

FOUNTAIN SQUARE GOVERNMENT CASH RESERVES FUND
STATEMENT OF ASSETS AND LIABILITIES
JULY 31, 1997

<TABLE>
<S> <C>
ASSETS:
Investments in securities, at value (Amortized cost $274,009,319) $274,009,319
------------
Cash 9,732
Interest receivable 408,000
Prepaid expenses and other assets 416
------------
Total Assets 274,427,467
------------

LIABILITIES:
Dividends payable 1,140,549
Accrued expenses and other payables:
Investment advisory fees 81,879
Administration fees 19,297
Accounting and transfer agent fees 8,010
Custodian fees 2,276
Legal and audit fees 8,328
Printing 17,302
Registration and Filing 22,303
Other 6,143
------------
Total Liabilities 1,306,087
------------

NET ASSETS:
Paid-in capital 273,120,811
Accumulated net realized gains on investment transactions 569
------------
Net Assets $273,121,380
============

Net Assets
Trust Shares $162,542,701
Investment Shares 110,578,679
------------
Total $273,121,380
============

Outstanding units of beneficial interest (shares)
Trust Shares 162,542,539
Investment Shares 110,578,267
------------
Total 273,120,806
============

Net asset value
Offering and redemption price per share-Trust Shares $1.00
============
Offering and redemption price per share-Investment Shares $1.00
============
</TABLE>

(See Notes which are an integral part of the Financial Statements)

<PAGE> 23

FOUNTAIN SQUARE GOVERNMENT CASH RESERVES FUND
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JULY 31, 1997

<TABLE>
<S> <C>
INVESTMENT INCOME:
Interest income $13,334,084
-----------
Total Income 13,334,084

EXPENSES:
Investment advisory fees $985,974
Administrative fees 301,449
Distribution fees - Investment Shares 338,716
Portfolio accounting fees 53,808
Transfer and dividend disbursing agent fees and expenses 16,150
Directors' Trustees' fees 3,753
Audit fees 11,000
Custodian 14,714
Legal fees 8,417
Fund share registration costs 41,612
Printing and postage expense 30,447
Insurance expense 5,517
Other 1,195
-----------
Total expenses 1,812,752

Less expenses voluntarily reduced (558,240)
-----------
Net Expenses 1,254,512
-----------
Net Investment Income 12,079,572
-----------

REALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gains (losses) from investment transactions 569
-----------
Change in net assets resulting from operations $12,080,141
===========
</TABLE>

(See Notes which are an integral part of the Financial Statements)

<PAGE> 24

FOUNTAIN SQUARE GOVERNMENT CASH RESERVES FUND
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
Year Ended July 31,
----------------------------
1997 1996
------------- -------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS--
Net investment income $12,079,572 $9,453,339
Net realized gains (losses) on investment transactions 569 --
------------- -------------
Change in net assets resulting from operations 12,080,141 9,453,339
------------- -------------
DISTRIBUTIONS TO SHAREHOLDERS--
Dividends to shareholders from net investment income:
Trust Shares (7,338,297) (6,408,695)
Investment Shares (4,741,275) (3,044,644)
------------- -------------
Change in net assets from distributions to shareholders (12,079,572) (9,453,339)
------------- -------------
FUND SHARE (PRINCIPAL) TRANSACTIONS--
Proceeds from sale of shares 390,115,033 295,250,564
Cost of shares redeemed (318,164,002) (269,409,604)
------------- -------------
Change in net assets from Fund share transactions 71,951,031 25,840,960
------------- -------------
Change in net assets 71,951,600 25,840,960
NET ASSETS:
Beginning of period 201,169,780 175,328,820
------------- -------------
End of period $273,121,380 $201,169,780
============= =============
(See Notes which are an integral part of the Financial Statements)
</TABLE>

<PAGE> 25

FOUNTAIN SQUARE GOVERNMENT CASH RESERVES FUND
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1997

(1) ORGANIZATION

Fountain Square Funds (the "Trust") is registered under the Investment Company
Act of 1940, as amended (the "Act"), as an open-end management investment
company. At July 31, 1997, the Trust consisted of thirteen separate investment
portfolios. The accompanying financial statements and notes relate only to the
Fountain Square Government Cash Reserves Fund ("the "Fund").

The investment objective of the Fund is to achieve high current income
consistent with stability of principal and liquidity. The Fund pursues its
objective by investing in short-term U.S. government securities maturing in 13
months or less.

The Fund offers two classes of shares: Trust Shares and Investment Shares.
Each class of shares has identical rights and privileges except with respect to
distribution (12b-1) fees paid by the Investment Shares, voting rights on
matters affecting a single class of shares and the exchange privileges of each
class of shares.

(2) SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles. The
preparation of financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of income and
expenses for the period. Actual results could differ from those estimates.

A. SECURITIES VALUATIONS--Investments of the Fund are valued at either
amortized cost, which approximates market value, or at original cost,
which combined with accrued interest approximates market value. Under the
amortized cost method,discount or premium is amortized on a constant basis
to the maturity of the security. Short-term securities with remaining
maturities of sixty days or less at the time of purchase may be valued at
amortized cost, which approximates fair market value. In addition, the
Fund may not (a) purchase any instruments with a remaining maturity
greater than thirteen months unless such instrument is subject to a demand
feature, or (b) maintain a dollar-weighted average maturity which exceeds
90 days.

B. REPURCHASE AGREEMENTS--The Fund will only enter into repurchase agreements
with banks and other recognized financial institutions, such as
broker/dealers, which are deemed by the Trust's Advisor to be creditworthy
pursuant to guidelines and/or standards reviewed or established by the
Board of Trustees (the "Trustees"). It is the policy of the Fund to
require the custodian or sub-custodian bank to take possession, to have
legally segregated in the Federal Reserve Book Entry System, or to have
segregated within the custodian bank's vault, all securities held as
collateral under repurchase agreement transactions. Additionally,
procedures have been established by the Fund to monitor, on a daily basis,
the market value of each repurchase agreement's collateral to ensure that
the value of collateral at least equals the repurchase price to be paid
under the repurchase agreement transaction. Risks may arise from the
potential inability of counterparties to honor the terms of the repurchase
agreement. Accordingly, the Fund could receive less than the repurchase
price on the sale of collateral securities.

<PAGE> 26

C. SECURITIES TRANSACTIONS AND RELATED INCOME--Securities transactions are
accounted for on the date the security is purchased or sold (trade date).
Interest income is recognized on the accrual basis and includes, where
applicable, the pro rata amortization of premium or discount. Dividend
income is recorded on the ex-dividend date. Gains or losses realized on
sales of securities are determined by comparing the identified cost of the
security lot sold with the net sales proceeds.

D. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Fund may engage in
when-issued or delayed delivery transactions. The Fund records
when-issued securities on the trade date and maintains security positions
such that sufficient liquid assets will be available to make payment for
the securities purchased. Securities purchased on a when-issued or
delayed delivery basis are valued daily and begin earning interest on the
settlement date.

E. DIVIDENDS TO SHAREHOLDERS--Dividends from net investment income are
declared daily and paid monthly and distributable net realized gains, if
any, are declared and distributed at least annually. Dividends from net
investment income and from net realized capital gains are determined in
accordance with income tax regulations which may differ from generally
accepted accounting principles. These differences are primarily due to
differing treatments for expiring capital loss carry forwards and
deferrals of certain losses.

F. FEDERAL TAXES--It is the Fund's policy to comply with the provisions of
the Internal Revenue Code applicable to regulated investment companies and
to distribute to shareholders each year substantially all of their income.
Accordingly, no provision for federal income tax is necessary.

(3) SHARES OF BENEFICIAL INTEREST

Transactions in Fund shares were as follows:

TRUST SHARES

<TABLE>
<CAPTION>
Year Year
Ended Ended
7/31/97 7/31/96
------------- -------------
<S> <C> <C>
Shares sold 263,396,399 189,014,068
Shares redeemed (233,179,851) (186,291,291)
------------- -------------
Net change resulting
Fund share transactions 30,216,548 2,722,777
============= =============
</TABLE>

INVESTMENT SHARES

<TABLE>
<CAPTION>
Year Year
Ended Ended
7/31/97 7/31/96
------------ ------------
<S> <C> <C>
Shares sold 126,718,634 106,236,496
Shares redeemed (84,984,156) (83,118,313)
------------ ------------
Net change resulting
Fund share transactions 41,734,478 23,118,183
============ ============
</TABLE>

<PAGE> 27

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--Fifth Third Bank, the Fund's investment advisor (the
"Advisor"), receives for its services an annual investment advisory fee of
0.40% which is based on a percentage of the Fund's average daily net assets.

The Advisor may voluntarily choose to waive a portion of its fee and reimburse
certain operating expenses of the Fund. The Advisor can modify or terminate
this voluntary waiver and reimbursement at any time at its sole discretion.
For the year ended July 31, 1997, the Advisor waived $135,083 in advisory fees.

ADMINISTRATIVE FEE--Effective December 1, 1995, BISYS Fund Services ("BISYS")
became the Trust's administrator. The administrator generally assists in all
aspects of the Trust's administration and operation including providing the
Fund with certain administrative personnel and services necessary to operate
the Fund. Also effective December 1, 1995, pursuant to a separate agreement
with BISYS, Fifth Third Bank performs sub-administrative services on behalf of
the Fund, for which it receives a fee from BISYS computed daily as a percentage
of the daily net assets of the Fund. Under the terms of the administration
agreement, BISYS' fees are computed daily as a percentage of the average net
assets of the Trust for the period. Administrative fees are computed at 0.20%
of first $1 billion of net assets of the Trust, 0.18% of net assets of the
Trust between $1 billion and $2 billion, and 0.17% of more than $2 billion of
net assets of the Trust. For the year ended July 31, 1997, BISYS waived
$84,441 in administrative fees.

DISTRIBUTION SERVICES FEE--The Fund has adopted a Distribution Plan (the "Plan")
pursuant to Rule 12b-1 under the Act. Effective December 1, 1995 BISYS serves
as the Trust's principal distributor. Under the terms of the Plan, the Fund
will compensate the principal distributor from the net assets of the Fund's
Investment Shares to finance activities intended to result in the sales of the
Fund's Investment Shares. The Plan provides that the Fund may incur
distribution expenses up to 0.35% of the average daily net assets of the
Investment Shares, annually, to compensate the distributor. The distributor
may voluntarily choose to waive all or a portion of its fee. The distributor
can modify or terminate this voluntary waiver at any time at its sole
discretion. For the year ended July 31, 1997, the distributor waived $338,716
in distribution fees.

TRANSFER AND DIVIDEND DISBURSING AGENT, ACCOUNTING AND CUSTODY FEES--Fifth Third
Bank serves as transfer and dividend disbursing agent for the Funds for which
it receives a fee. The fee is based on the level of each Fund's average net
assets for the period, plus out-of-pocket expenses. For the year ended July
31, 1997, Fifth Third Bank received transfer and dividend disbursing agent fees
of $3,735.

Fifth Third Bank is the Fund's custodian and portfolio accountant for which it
receives a fee. The fee is based on the level of each Fund's average net
assets for the period, plus out-of-pocket expenses. For the year ended July
31, 1997, Fifth Third received fees of $14,714 and $53,808 for custodian and
portfolio accounting services, respectively.

Certain of the Officers and Trustees of the Trust are Officers and Trustees of
the above companies.

<PAGE> 28

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Board of Trustees and Shareholders of
FOUNTAIN SQUARE FUNDS:

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Fountain Square Government Cash Reserves Fund
(one of the portfolios comprising Fountain Square Funds), as of July 31, 1997,
and the related statement of operations for the year then ended, and statement
of changes in net assets and financial highlights for the periods presented
therein. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of July 31, 1997, by correspondence with the custodian and brokers.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Fountain Square Government Cash Reserves Fund at July 31, 1997, the results of
its operations for the year then ended, and the changes in its net assets and
financial highlights for the periods presented therein in conformity with
generally accepted accounting principles.

ERNST & YOUNG LLP

Cincinnati, Ohio
September 12, 1997

<PAGE> 29

ADDRESSES

Fountain Square Government Cash Reserves Fund Fountain Square Funds
Investment Shares or Trust Shares c/o Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263

Investment Advisor
Fifth Third Bank 38 Fountain Square Plaza
Cincinnati, Ohio 45263

Custodian, Transfer Agent, Dividend Disbursing Agent, and Sub-Administrator
Fifth Third Bank 38 Fountain Square Plaza
Cincinnati, Ohio 45263

Distributor and Administrator
BISYS Fund Services L.P. 3435 Stelzer Road
Columbus, Ohio 43219

Independent Auditors
Ernst & Young LLP 1300 Chiquita Center
250 East Fifth Street
Cincinnati, Ohio 45202

<PAGE> 30

FOUNTAIN SQUARE COMMERCIAL PAPER FUND

(A PORTFOLIO OF FOUNTAIN SQUARE FUNDS)

INVESTMENT SHARES

TRUST SHARES

PROSPECTUS

The Investment Shares and Trust Shares of Fountain Square Commercial Paper Fund
(the "Fund") offered by this prospectus represent interests in a diversified
portfolio of securities which is one of a series of investment portfolios in
Fountain Square Funds (the "Trust"), an open-end management investment company
(a mutual fund).

The Fund is a money market fund which invests in money market instruments,
consisting primarily of commercial paper, to achieve current income consistent
with stability of principal.

This prospectus contains the information you should read and know before you
invest in Investment Shares or Trust Shares of the Fund. Keep this prospectus
for future reference.

The Fund has also filed a Combined Statement of Additional Information for
Trust Shares and Investment Shares, dated September 30, 1997, with the
Securities and Exchange Commission. The information contained in the Combined
Statement of Additional Information is incorporated by reference into this
prospectus. You may request a copy of the Combined Statement of Additional
Information free of charge, obtain other information or make inquiries about
the Fund by writing to the Fund or calling toll-free (888) 799-5353.

Prospectus dated September 30, 1997

<PAGE> 31

TABLE OF CONTENTS

<TABLE>
<S> <C>
SUMMARY OF FUND EXPENSES .............................................. 1

FINANCIAL HIGHLIGHTS--INVESTMENT SHARES ............................... 3

FINANCIAL HIGHLIGHTS--TRUST SHARES .................................... 4

GENERAL INFORMATION ................................................... 5

INVESTMENT INFORMATION ................................................ 5
Investment Objective ........................................... 5
Investment Policies ............................................ 5
Acceptable Investments .................................. 5
Variable Rate Demand Notes .............................. 6
Bank Instruments ................................. 6
Short-Term Credit Facilities ............................ 6
Ratings ................................................. 7
Credit Enhancement ...................................... 7
Demand Features ......................................... 7
Repurchase Agreements ................................... 7
When-Issued and Delayed Delivery Transactions ........... 7
Concentration of Investments ............................ 7
Lending of Portfolio Securities. ........................ 7
Investment Limitations ......................................... 8
Regulatory Compliance .......................................... 8

FOUNTAIN SQUARE FUNDS INFORMATION ..................................... 8
Management of the Trust ........................................ 8
Board of Trustees ....................................... 8
Investment Advisor ...................................... 8
Advisory Fees .................................... 9
Advisor's Background ............................. 9
Distribution of Shares of the Fund ............................. 9
Investment Shares Distribution Plan ..................... 9
Other Payments to Financial Institutions ................ 10
Administration of the Fund ..................................... 10
Administrative Services ................................. 10
Custodian, Transfer Agent and Dividend Disbursing Agent ........ 10
Independent Auditors .................................... 10

NET ASSET VALUE ....................................................... 11

INVESTING IN THE FUND ................................................. 11
Share Purchases ................................................ 11
Minimum Investment Required .................................... 11
What Shares Cost ............................................... 11
Certificates and Confirmations ................................. 12
Dividends ...................................................... 12
Capital Gains .................................................. 12

EXCHANGES ............................................................. 12

REDEEMING SHARES ...................................................... 13
By Telephone ................................................... 13
By Mail ........................................................ 13
Receiving Payment .............................................. 14
Accounts with Low Balances ..................................... 14

SHAREHOLDER INFORMATION ............................................... 14
Voting Rights .................................................. 14
Massachusetts Law .............................................. 15

EFFECT OF BANKING LAWS ................................................ 15

TAX INFORMATION ....................................................... 15
Federal Income Tax ............................................. 15

PERFORMANCE INFORMATION ............................................... 16

PORTFOLIO OF INVESTMENTS .............................................. 17

STATEMENT OF ASSETS AND LIABILITIES ................................... 20

STATEMENT OF OPERATIONS ............................................... 21

STATEMENT OF CHANGES IN NET ASSETS .................................... 22

NOTES TO FINANCIAL STATEMENTS ......................................... 23

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS ..................... 26

ADDRESSES ............................................................. 27
</TABLE>

<PAGE> 32

SUMMARY OF FUND EXPENSES

INVESTMENT SHARES
SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<S> <C>
Maximum Sales Load Imposed on Purchases (as a percentage of offering price) ............. None
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price) .. None
Contingent Deferred Sales Charge (as a percentage of original purchase price or
redemption proceeds, as applicable) .................................................... None
Redemption Fees (as a percentage of amount redeemed, if applicable) ..................... None
Exchange Fee ........................................................................... None
</TABLE>

ANNUAL INVESTMENT SHARES OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE
NET ASSETS)

<TABLE>
<S> <C>
Management Fee (after waiver)(1) ................... 0.38%
12b-1 Fee (after waiver)(2) ........................ 0.00%
Other Expenses (after waiver)(3) ................... 0.14%
Total Investment Shares Operating Expenses(4) .. 0.52%
</TABLE>

(2) The 12b-1 fee has been reduced to reflect the voluntary waiver by the
distributor. The distributor can terminate this voluntary waiver at any
time at its sole discretion. The maximum 12b-1 fee is 0.35%.

(3) Other expenses have been reduced to reflect the voluntary waivers of fees
by the administrator and custodian.

(4) Total Operating Expenses would be 0.89% absent the voluntary waivers by
the investment advisor, distributor, administrator and custodian.

TRUST SHARES
SHAREHOLDER TRANSACTION EXPENSES

ANNUAL TRUST SHARES OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<S> <C>
Management Fee (after waiver)(1) ............ 0.38%
12b-1 Fee ................................... None
Other Expenses (after waiver)(2) ............ 0.14%
Total Trust Shares Operating Expenses (3) .. 0.52%
</TABLE>

(2) Other expenses have been reduced to reflect the voluntary waiver of fees
by the administrator and custodian.

(3) Total Operating Expenses would be 0.54% absent the voluntary waivers by
the investment advisor, administrator and custodian.

THE PURPOSE OF THE EXPENSE TABLES IS TO ASSIST AN INVESTOR IN UNDERSTANDING
THE VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE INVESTMENT SHARES OR
TRUST SHARES WILL BEAR, EITHER DIRECTLY OR INDIRECTLY.

<PAGE> 33

FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND EXPENSES, SEE "FOUNTAIN
SQUARE FUNDS INFORMATION," "INVESTING IN THE FUND." Wire-transferred
redemptions of less than $10,000 may be subject to additional fees.

<TABLE>
<S> <C> <C> <C> <C>
EXAMPLE 1 year 3 years 5 years 10 years
- ------- ------ ------- ------- --------
You would pay the
following expenses
on a $1,000
investment in
Investment Shares
or Trust Shares
assuming (1) 5%
annual return and
(2) redemption at
the end of each
time period. The
Fund charges no
redemption fees for
Investment Shares
or Trust Shares..... $5 $17 $29 $65

</TABLE>

THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE> 34

FOUNTAIN SQUARE COMMERCIAL PAPER FUND
FINANCIAL HIGHLIGHTS INVESTMENT SHARES

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Ernst & Young LLP, Independent Auditors, on
page 28.

<TABLE>
<CAPTION>
Year Ended July 31,
------------------------------------------
1997 1996 1995 1994 1993*
------- ------- ------- ------ --------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00
------ ------ ------ ----- ------
Income from investment operations
Net investment income 0.05 0.05 0.05 0.03 0.03
------- ------- ------- ------ -------
Less distributions
Dividends to shareholders from net
investment income (0.05) (0.05) (0.05) (0.03) (0.03)
------- ------- ------- ------ --------
NET ASSET VALUE, END OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00
Total return 5.11% 5.20% 5.25% 3.02% 2.70%
Ratios to Average Net Assets
Expenses 0.52% 0.49% 0.49% 0.49% 0.48%(b)
Net investment income 4.99% 5.06% 5.12% 2.97% 2.69%(b)
Expense waiver/reimbursement(a) 0.44% 0.40% 0.44% 0.45% 0.47%(b)
Supplemental data
Net assets, end of period (000 omitted) $33,438 $19,341 $10,169 $6,147 $4,714
</TABLE>

*Reflects operations for the period from August 11, 1992 (date of initial
public investment) to July 31, 1993.

(a) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.

(b) Annualized.

(See Notes which are an integral part of the Financial Statements)

<PAGE> 35

FOUNTAIN SQUARE COMMERCIAL PAPER FUND
FINANCIAL HIGHLIGHTS-TRUST SHARES

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Ernst & Young LLP, Independent Auditors, on
page 28.

<TABLE>
<CAPTION>
Year Ended July 31,
-------------------------------------------------------------------------------------
1997 1996 1995 1994 1993 1992 1991 1990 1989*
-------- -------- -------- -------- -------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
-------- -------- -------- -------- -------- -------- -------- --------- --------
Income from
investment
operations
Net
investment
income (loss) 0.05 0.05 0.05 0.03 0.03 0.04 0.07 0.08 0.01
-------- -------- -------- -------- -------- -------- -------- --------- --------
Less distributions
Dividends to
shareholders
from net
investment
income (0.05) (0.05) (0.05) (0.03) (0.03) (0.04) (0.07) (0.08) (0.01)
-------- -------- -------- -------- -------- -------- -------- --------- --------
NET ASSET VALUE,
END OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======== ======== ======== ======== ======== ======== ======== ========= ========
Total return 5.11% 5.20% 5.25% 3.02% 2.78% 4.27% 6.89% 8.22% 1.19%
Ratios to Average
Net Assets
Expenses 0.52% 0.49% 0.49% 0.49% 0.48% 0.46% 0.50% 0.53% 0.45%
Net
investment
income (loss) 4.99% 5.07% 5.12% 2.97% 2.75% 4.19% 6.61% 7.86% 8.95%
Expense
waiver/reim-
bursement(a) 0.09% 0.08% 0.09% 0.10% 0.12% 0.14% 0.14% 0.16% 0.35%
Supplemental data
Net assets,
end of period
(000 omitted) $341,827 $300,821 $223,640 $213,126 $180,065 $194,308 $213,889 $174,727 $62,225
</TABLE>

*Reflects operations for the period from June 14, 1989 (date of initial public
offering) to July 31, 1989.

(a) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.

(See Notes which are an integral part of the Financial Statements)

<PAGE> 36

GENERAL INFORMATION

The Investment Shares and Trust Shares are intended to provide a convenient
means of accumulating an interest in a professionally managed, diversified
portfolio limited to money market instruments, consisting primarily of
commercial paper, maturing in 13 months or less. Trust Shares are designed for
investors who are fiduciary or agency clients of financial institutions.
Investment Shares are designed for investors who are not fiduciary or agency
clients of financial institutions. A minimum initial investment of One
Thousand Dollars ($1,000.00) is required.

The Fund attempts to stabilize the value of a share at $1.00. Shares are
currently sold and redeemed at that price.

INVESTMENT INFORMATION

INVESTMENT OBJECTIVE

The investment objective of the Fund is current income consistent with
stability of principal. The investment objective cannot be changed without
approval of shareholders. While there is no assurance that the Fund will
achieve its investment objective, it endeavors to do so by following the
investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues this investment objective by investing exclusively in a
portfolio of money market instruments maturing in 13 months or less, with at
least 65% of its assets invested in commercial paper. The average maturity of
the money market instruments in the Fund's portfolio, computed on a dollar
weighted basis, will be 90 days or less.

Unless indicated otherwise, the investment policies may be changed by the
Trustees without the approval of shareholders. Shareholders will be notified
before any material changes in these policies become effective.

ACCEPTABLE INVESTMENTS. The Fund invests in high quality money market
instruments that are either rated in the highest short-term rating category by
nationally recognized statistical rating organizations ("NRSROs") or that are
of comparable quality to securities having such ratings. Examples of these
instruments include, but are not limited to:

o domestic issues of corporate debt obligations, including variable rate
demand notes;

o commercial paper (including Canadian Commercial Paper and Europaper);

o certificates of deposit, demand and time deposits, bankers' acceptances
and other instruments issued by domestic and foreign banks and other
deposit institutions ("Bank Instruments");

<PAGE> 37

o short-term credit facilities, such as demand notes;

o obligations issued or guaranteed as to payment of principal and interest
by the U.S. government or one of its agencies or instrumentalities
("Government Securities"); and

o other money market instruments.

The Fund invests only in instruments denominated and payable in U.S. dollars.

VARIABLE RATE DEMAND NOTES. Variable rate demand notes are long-term
corporate debt instruments that have variable or floating interest rates
and provide the Fund with the right to tender the security for repurchase
at its stated principal amount plus accrued interest. Such securities
typically bear interest at a rate that is intended to cause the
securities to trade at par. The interest rate may float or be adjusted
at regular intervals (ranging from daily to annually), and is normally
based on a published interest rate or interest rate index. Most variable
rate demand notes allow the Fund to demand the repurchase of the security
on not more than seven days' prior notice. Other notes only permit the
Fund to tender the security at the time of each interest rate adjustment
or at other fixed intervals. See "Demand Features." The Fund treats
variable rate demand notes as maturing on the later of the date of the
next interest adjustment or the date on which the Fund may next tender
the security for repurchase. The Staff of the Securities and Exchange
Commission has taken the position that variable rate demand notes are not
commercial paper; although the Fund disagrees with this determination,
variable rate demand notes will not be included in the 65% of Fund assets
which will be invested in commercial paper. In the event that the Staff
of the Securities and Exchange Commission changes its position on this
matter, the Fund may include variable rate demand notes in the 65%
minimum commercial paper investment without notifying shareholders.

BANK INSTRUMENTS. The Fund only invests in Bank Instruments either
issued by an institution having capital, surplus and undivided profits
over $100 million or insured by the Bank Insurance Fund ("BIF") or the
Savings Association Insurance Fund ("SAIF"). Bank Instruments may
include Eurodollar Certificates of Deposit ("ECDs"), Yankee Certificates
of Deposit ("Yankee CDs") and Eurodollar Time Deposits ("ETDs"). The
Fund will treat securities credit enhanced by a bank's letter of credit
as Bank Instruments.

ECDs, ETDs, Yankee CDs, and Europaper are subject to different risks than
domestic obligations of domestic banks or corporations. Examples of
these risks include international, economic and political developments,
foreign governmental restrictions that may adversely affect the payment
of principal or interest, foreign withholdings or other taxes on interest
income, difficulties in obtaining or enforcing a judgment against the
issuing entity, and the possible impact of interruptions in the flow of
international currency transactions. Different risks may also exist for
ECDs, ETDs, and Yankee CDs because the banks issuing these instruments,
or their domestic or foreign branches, are not necessarily subject to the
same regulatory requirements that apply to domestic banks, such as
reserve requirements, loan limitations, examinations, accounting,
auditing, recordkeeping, and the public availability of information.
These factors will be carefully considered by the Fund's advisor in
selecting investments for the Fund.

SHORT-TERM CREDIT FACILITIES. Demand notes are short-term borrowing
arrangements between a corporation and an institutional lender (such as
the Fund) payable upon demand by either party. The notice period for
demand typically ranges from one to seven days, and the party may demand
full or partial payment. The Fund may also enter into, or acquire
participation in, short-term revolving credit facilities with corporate
borrowers. Demand notes and other short-term credit arrangements usually
provide for floating or variable rates of interest.

<PAGE> 38

RATINGS. An NRSRO's highest rating category is determined without regard for
sub-categories and gradations. For example, securities rated A-1 or A-1+ by
Standard & Poor's Ratings Group ("S&P"), Prime-1 by Moody's Investors Service,
Inc. ("Moody's"), or F-1 (+ or -) by Fitch Investors Service, Inc. ("Fitch")
are all considered rated in the highest short-term rating category. The Fund
will follow applicable regulations in determining whether a security rated by
more than one NRSRO can be treated as being in the highest short-term rating
category; currently such securities must be rated by two NRSROs in their
highest rating category. See "Regulatory Compliance."

CREDIT ENHANCEMENT. The Fund may acquire securities that have been credit
enhanced by a guaranty, letter of credit or insurance. The Fund typically
evaluates the credit quality and ratings of credit enhanced securities based
upon the financial condition and ratings of the party providing the credit
enhancement (the "credit enhancer"), rather than the issuer. Generally, the
Fund will not treat credit enhanced securities as having been issued by the
credit enhancer for diversification purposes. However, under certain
circumstances, applicable regulations may require the Fund to treat the
securities as having been issued by both the issuer and the credit enhancer.
The bankruptcy, receivership or default of the credit enhancer will adversely
affect the quality and marketability of the underlying security.

DEMAND FEATURES. The Fund may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount (usually with accrued interest) within a fixed period (usually
seven days) following a demand by the Fund. The demand feature may be issued
by the issuer of the underlying securities, a dealer in the securities or by
another third party, and may not be transferred separately from the underlying
security. The Fund uses these arrangements to provide the Fund with liquidity
and not to protect against changes in the market value of the underlying
securities. The bankruptcy, receivership or default by the issuer of the
demand feature, or a default on the underlying security or other event that
terminates the demand feature before its exercise, will adversely affect the
liquidity of the underlying security. Demand features that are exercisable
even after a payment default on the underlying security may be treated as a
form of credit enhancement.

REPURCHASE AGREEMENTS. Repurchase agreements are arrangements in which banks,
broker/dealers, and other recognized financial institutions sell U.S.
government securities or certificates of deposit to the Fund and agree at the
time of sale to repurchase them at a mutually agreed upon time and price within
one year from the date of acquisition.

CONCENTRATION OF INVESTMENTS. The Fund will invest at least 65% of its total
assets in commercial paper and in excess of 25% of the Fund's assets will be
comprised of commercial paper issued by finance companies unless the Fund is in
a temporary defensive position as a result of economic conditions.
Concentration of the Fund's portfolio in such obligations may entail additional
risks which are not encountered by funds with more diversified portfolios.

<PAGE> 39

The Fund will only enter into loan arrangements with broker/dealers, banks, or
other institutions which the Advisor has determined are creditworthy under
guidelines established by the Fund's Trustees and will receive collateral at
all times equal to at least 100% of the value of the securities loaned. There
is the risk that when lending portfolio securities, the securities may not be
available to the Fund on a timely basis and the Fund may, therefore, lose the
opportunity to sell the securities at a desirable price. In addition, in the
event that a borrower of securities would file for bankruptcy or become
insolvent, disposition of the securities may be delayed pending court action.

INVESTMENT LIMITATIONS

The Fund will not:

o borrow money except, under certain circumstances, the Fund may borrow up
to one-third of the value of its total assets; or

o with respect to 75% of the value of its total assets, invest more than 5%
of its total assets in securities of one issuer (except repurchase
agreements collateralized by U.S. government securities and U.S.
government obligations). The remaining 25% of its total assets may be
invested in a single issuer if the investment advisor believes such a
strategy to be prudent.

The above investment limitations cannot be changed without shareholder
approval.

As a matter of investment practice, which can be changed by the Trustees
without shareholder approval, the Fund will not invest more than 10% of its net
assets in securities which are illiquid, including repurchase agreements
providing for settlement in more than seven days after notice.

REGULATORY COMPLIANCE

The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in this
prospectus and its Combined Statement of Additional Information, in order to
comply with applicable laws and regulations, including the provisions of and
regulations under the Investment Company Act of 1940, as amended. In
particular, the Fund will comply with the various requirements of Rule 2a-7,
which regulates money market mutual funds. For example, with limited
exceptions, Rule 2a-7 prohibits the investment of more than 5% of the Fund's
total assets in the securities of any one issuer, although the Fund's
investment limitation only requires such 5% diversification with respect to 75%
of its assets. The Fund will invest more than 5% of its assets in any one
issuer only under circumstances permitted by Rule 2a-7. The Fund will also
determine the effective maturity of its investments, as well as its ability to
consider a security as having received the requisite short-term ratings by
NRSROs, according to Rule 2a-7. The Fund may change these operational policies
to reflect changes in the laws and regulations without the approval of its
shareholders.

FOUNTAIN SQUARE FUNDS INFORMATION

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES. The Trust is managed by a Board of Trustees. The Trustees
are responsible for managing the Trust's business affairs and for exercising
all of the Trust's powers except those reserved for the shareholders.

<PAGE> 40

Trustees. The Advisor continually conducts investment research and supervision
for the Fund and is responsible for the purchase or sale of portfolio
instruments, for which it receives an annual fee from the Fund.

ADVISORY FEES. The Advisor receives an annual investment advisory fee
equal to 0.40 of 1% of the Fund's average daily net assets. The Advisor
has undertaken to waive up to the amount of the advisory fee, for
operating expenses in excess of limitations established by certain
states. The Advisor may voluntarily choose to waive a portion of its fee
or reimburse the Fund for certain other expenses of the Fund, but
reserves the right to terminate such waiver or reimbursement at any time
at its sole discretion.

Fifth Third Bank has managed pools of commingled funds since 1953.
Currently, the Trust and Investment Division manages 6 such pools with
total assets of over $509.7 million. Fifth Third Bank has managed mutual
funds since 1988.

As part of its regular banking operations, Fifth Third Bank may make
loans to public companies. Thus, it may be possible, from time to time,
for the Fund to hold or acquire the securities of issuers which are also
lending clients of Fifth Third Bank. The lending relationship will not
be a factor in the selection of securities.

DISTRIBUTION OF SHARES OF THE FUND

BISYS Fund Services, L.P. serves as the distributor for the Trust. BISYS Fund
Services L.P. is wholly-owned by BISYS Group, Inc., 150 Clove Road, Little
Falls, NJ 07424, a publicly owned company engaged in information processing and
recordkeeping services to and through banking and other financial institutions.

INVESTMENT SHARES DISTRIBUTION PLAN. Pursuant to the provisions of a
distribution plan adopted in accordance with Rule 12b-1 (the "Plan"), under the
Investment Company Act of 1940, the Fund will pay to the distributor an amount
computed at an annual rate of up to 0.35% of the average daily net asset value
of the Investment Shares to finance any activity which is principally intended
to result in the sale of Investment Shares subject to the Plan. No such plan
has been adopted relating to the sale of Trust Shares.

<PAGE> 41

The Glass-Steagall Act limits the ability of a depository institution (such as
a commercial bank or a savings and loan association) to become an underwriter
or distributor of most securities. In the event the Glass-Steagall Act is
deemed to prohibit depository institutions from acting in the administrative
capacities described above or should Congress relax current restrictions on
depository institutions, the Trustees will consider appropriate changes in the
administrative services.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES. BISYS Fund Services L.P. serves as the administrator.
The administrator generally assists in all aspects of the Trust's
administration and operation including providing the Funds with certain
administrative personnel and services necessary to operate the Funds, such as
legal and accounting services. BISYS Fund Services L.P. provides these at an
annual rate as specified below:

<TABLE>
<CAPTION>
MAXIMUM AVERAGE AGGREGATE DAILY NET
ADMINISTRATIVE FEE ASSETS OF THE TRUST
- ------------------ ---------------------------
<S> <C>
0.20% of the first $1 billion
0.18% of the next $1 billion
0.17% in excess of $2 billion
</TABLE>

The administrator may periodically waive all or a portion of its administrative
fee which will cause the yield of a Fund to be higher than it would otherwise
be in the absence of such a waiver.

Pursuant to a separate agreement with BISYS Fund Services L.P., Fifth Third
Bank performs sub-administration services on behalf of the Fund including
providing certain administrative personnel and services necessary to operate
the Fund for which it receives a fee from BISYS Fund Services L.P. computed
daily and paid periodically calculated at an annual rate of 0.025% of average
daily net assets.

INDEPENDENT AUDITORS. The independent auditors for the Fund are Ernst & Young
LLP, Cincinnati, Ohio.

<PAGE> 42

NET ASSET VALUE

The Fund attempts to stabilize the net asset value of Shares at $1.00 by
valuing the portfolio securities using the amortized cost method. The net
asset value per Share for each class of Shares is determined by adding the
interest of the applicable class of Shares in the value of all securities and
other assets of the Fund, subtracting the interest of those Shares in the
liabilities of the Fund and those attributable to such Shares, and dividing the
remainder by the total number of Shares in the class outstanding. The Fund
cannot guarantee that its net asset value will always remain at $1.00 per
Share.

INVESTING IN THE FUND

SHARE PURCHASES

Shares are sold on days on which the New York Stock Exchange and the Federal
Reserve Bank of Cleveland are open for business. In connection with the sale
of Investment Shares or Trust Shares, the distributor may from time to time
offer certain items of nominal value to a shareholder or investor. The Fund
reserves the right to reject any purchase request. Purchases of Fund Shares
may not be available to investors in all states.

Payment for Share purchases may be made to the Fund either by check or federal
funds. Orders are considered received after payment by check is converted into
federal funds and received by the custodian. This is normally the next
business day after the Fund receives the check. When payment is made with
federal funds, the order is considered received when federal funds are received
by the custodian. Federal funds should be wired to the Fund as follows: ABA
No. 042 000 314 Fifth Third Cincinnati; Attention: Fountain Square Funds
Department; For Credit to: (shareholder name and account number); For Further
Credit to: Fountain Square Commercial Paper Fund - Investment Shares or
Fountain Square Commercial Fund - Trust Shares, as the case may be. Investors
not purchasing directly from the Fund should consult their financial
institutions for wiring instructions.

MINIMUM INVESTMENT REQUIRED

The minimum initial investment in the Fund by an investor is $1,000.
Subsequent investments must be in amounts of at least $50. An institutional
investor's minimum investment will be calculated by combining all accounts it
maintains with the Fountain Square Funds.

WHAT SHARES COST

Shares are sold at their net asset value next determined after an order is
received. The Fund does not impose a sales charge.

<PAGE> 43

CERTIFICATES AND CONFIRMATIONS

The transfer agent for the Fund maintains a share account for each shareholder
of record. Share certificates are not issued.

DIVIDENDS

CAPITAL GAINS

EXCHANGES

A shareholder may exchange Investment Shares of the Fund for Investment Shares
of any of the other Funds in the Trust by calling the Fund, toll-free at (888)
799-5353 or by sending a written request to the Fund. Telephone exchange
instructions may be recorded. If reasonable procedures are not followed by the
Funds, it may be liable for losses due to unauthorized or fraudulent telephone
instructions.

Shares of Funds with a sales charge may be exchanged at net asset value for
shares of other Funds with an equal sales charge or no sales charge. Shares of
Funds with no sales charge acquired by direct purchase or reinvestment of
dividends on such shares may be exchanged for shares of Funds with a sales
charge at net asset value plus the applicable sales charge. When exchanging
into and out of Shares of the Funds in the Trust, shareholders who have paid a
sales load once upon purchasing shares of any Fund will not have to pay a sales
load again on an exchange.

<PAGE> 44

REDEEMING SHARES

BY TELEPHONE

For calls received before 2:00 p.m. (Eastern time), a check will be sent to
the address of record. Those Shares will not be entitled to the dividend
declared that day. For calls received after 2:00 p.m. (Eastern time),
proceeds will normally be disbursed the following business day. Those Shares
will be entitled to the dividend declared on the day the redemption request was
received. In no event will proceeds be disbursed more than seven days after a
proper request for redemption has been received. If at any time, the Fund
shall determine it necessary to terminate or modify this method of redemption,
shareholders would be promptly notified.

An authorization form permitting the Fund to accept telephone requests must be
completed. Authorization forms and information on this service are available
from the Fund.

BY MAIL

A shareholder may redeem Shares by sending a written request to Fifth Third
Bank, Fountain Square Funds Redemptions, M.D. 1090EC, 38 Fountain Square Plaza,
Cincinnati, Ohio 45263.

<PAGE> 45

o a trust company or commercial bank whose deposits are insured by BIF,
which is administered by the Federal Deposit Insurance Corporation
("FDIC");

o a member of the New York, American, Boston, Midwest, or Pacific Stock
Exchange;

o a savings and loan association or a savings bank whose deposits are
insured by the SAIF, which is administered by the FDIC; or

o any other "eligible guarantor institution," as defined in the Securities
Exchange Act of 1934.

The Fund does not accept signatures guaranteed by a notary public.

RECEIVING PAYMENT

Normally, a check for the proceeds is mailed to the shareholder within three
business days, but in no event more than seven days, after receipt of a proper
redemption request, provided the Fund or its agents have received payment for
shares from the shareholder.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any account and pay the proceeds to the shareholder if, due to
shareholder redemptions, the account balance falls below the required minimum
value of $1,000.

Before redeeming Shares to close an account, the Fund will notify the
shareholder in writing and allow the shareholder 30 days to purchase additional
Shares to meet the minimum requirement.

SHAREHOLDER INFORMATION

VOTING RIGHTS

<PAGE> 46

MASSACHUSETTS LAW

EFFECT OF BANKING LAWS

TAX INFORMATION

FEDERAL INCOME TAX

<PAGE> 47

Shareholders are urged to consult their own tax advisors regarding the status
of their accounts under state and local tax laws.

PERFORMANCE INFORMATION

From time to time, the Fund advertises its yield and effective yield for
Investment Shares and Trust Shares.

The yield of Investment Shares or Trust Shares represents the annualized rate
of income earned on an investment in those Shares over a seven-day period. It
is the annualized dividends earned during the period on the investment, shown
as a percentage of the investment. The effective yield is calculated similarly
to the yield, but, when annualized, the income earned by an investment in
Investment Shares or Trust Shares is assumed to be reinvested daily. The
effective yield will be slightly higher than the yield because of the
compounding effect of this assumed reinvestment.

Yield and effective yield will be calculated separately for Investment Shares
and Trust Shares.

From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare the
Fund's performance to certain indices.

<PAGE> 48

FOUNTAIN SQUARE COMMERCIAL PAPER FUND
PORTFOLIO OF INVESTMENTS
JULY 31, 1997

<TABLE>
<CAPTION>
Shares or
Principal Security Amortized
Amount Description Cost
------ ----------- ----
<S> <C> <C>
CERTIFICATES OF DEPOSITS (0.5%)
2,000,000 J.P. Morgan, 8/5/97 $2,000,025
----------
TOTAL CERTIFICATES OF DEPOSITS 2,000,025
----------
COMMERCIAL PAPER (80.8%)
BANK, DOMESTIC (5.3%)
10,000,000 Banc One Corp., 8/22/97 9,968,033
10,000,000 Norwest Corp., 9/18/97 9,926,800
----------
Total 19,894,833
----------
BASIC MATERIALS (1.6%)
6,000,000 Dupont Ei De Nemours, 10/2/97 5,941,513
----------
BROKERAGE (12.7%)
7,000,000 Goldman Sachs Group, 9/5/97 6,961,753
5,000,000 Goldman Sachs Group, 11/5/97 4,925,867
5,000,000 Merrill Lynch, 8/11/97 4,992,222
8,000,000 Merrill Lynch, 8/15/97 7,982,407
6,000,000 Merrill Lynch, 9/11/97 5,961,938
7,000,000 Societe Generale, 8/6/97 6,994,546
10,000,000 Societe Generale, 10/3/97 9,902,349
----------
Total 47,721,082
----------
CAPITAL GOODS (2.6%)
10,000,000 Cargill, Inc., 10/30/97 9,861,750
----------
ENERGY (4.0%)
10,000,000 Petrofina Delaware, 8/18/97 9,973,980
5,000,000 Petrofina Delaware, 10/20/97 4,938,889
----------
Total 14,912,869
----------

</TABLE>

<PAGE> 49

FOUNTAIN SQUARE COMMERCIAL PAPER FUND

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL SECURITY AMORTIZED
AMOUNT DESCRIPTION COST
- ---------- ---------------------------------------- ----------
<S> <C> <C>
FINANCIAL (48.8%)
5,000,000 A.I. Credit, 9/2/97 4,974,978
10,000,000 A.I. Credit, 10/14/97 9,886,944
10,000,000 American Express Credit Corp., 11/25/97 9,821,489
9,000,000 American General Finance Corp., 9/2/97 8,954,960
9,800,000 American General Finance Corp., 10/17/97 9,684,714
7,000,000 Associates Corp., 8/13/97 6,986,910
6,000,000 Associates Corp., 9/26/97 5,948,200
4,000,000 Associates Corp., 10/22/97 3,950,071
7,000,000 Avco Financial Services, 8/6/97 6,994,526
10,000,000 Avco Financial Services, 10/14/97 9,886,944
10,000,000 CIT Group, 8/4/97 9,995,318
7,000,000 CIT Group, 10/28/97 6,906,060
10,000,000 Ford Motor Credit Corp., 10/27/97 9,979,670
9,000,000 Ford Motor Credit Corp., 10/24/97 8,884,500
7,000,000 General Electric Capital Corp., 10/27/97 6,904,252
8,000,000 General Electric Capital Corp., 11/4/97 7,881,989
10,000,000 IBM Credit Corp., 9/19/97 9,925,175
6,000,000 Pitney Bowes Credit Corp., 8/18/97 5,984,048
5,000,000 Pitney Bowes Credit Corp., 11/13/97 4,919,833
7,000,000 Pitney Bowes Credit Corp., 12/19/97 6,848,917
6,000,000 Prudential Funding Corp., 11/3/97 5,911,483
11,700,000 Schering Corp., 8/12/97 11,679,838
10,000,000 Xerox Credit Corp., 8/26/97 9,961,458
----------
Total
</TABLE>

<PAGE> 50

FOUNTAIN SQUARE COMMERCIAL PAPER FUND

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL SECURITY AMORTIZED
AMOUNT DESCRIPTION COST
- ------ ----------- ------------
<S> <C> <C>
MISCELLANEOUS (3.7%)
8,000,000 Stanford University, 9/16/97 7,943,777
6,000,000 Stanford University, 9/22/97 5,951,727
------------
Total 13,895,504
TECHNOLOGY (2.1%)
8,000,000 AT&T Corp., 8/14/97 7,943,777
------------
TOTAL COMMERCIAL PAPER 303,084,415
------------
CORPORATE BONDS (0.4%)
MANUFACTURING (0.4%)
1,500,000 IBM Corp., 11/1/97 1,502,166
------------
TOTAL CORPORATE BONDS 1,502,166
------------
REPURCHASE AGREEMENTS (18.8%)
45,452,000 JP Morgan, 5.74%, dated 7/31/97, due 8/1/97, collateralized by U.S. Treasury 45,452,000
Bills due 12/26/97 with a value of $46,361,056.
25,000,000 UBS Securities, 5.76% dated 7/31/97, due 8/1/97, collateralized by U.S. 25,000,000
Treasury Bills due 10/23/97 with a value of $25,501,056. ------------
TOTAL REPURCHASE AGREEMENTS 70,452,000
------------
TOTAL INVESTMENTS (COST $377,038,606)* (100.5%) 377,038,606
LIABILITIES IN EXCESS OF OTHER ASSETS (0.05)% (1,772,688)
------------
TOTAL NET ASSETS (100.0%) $375,265,918
</TABLE>

Percentages indicated are based on net assets of $375,265,918.
*Also represents costs for federal tax purposes.

<PAGE> 51

FOUNTAIN SQUARE COMMERCIAL PAPER FUND
STATEMENT OF ASSETS AND LIABILITIES
JULY 31, 1997

<TABLE>
<S> <C>
ASSETS:
Investments, at value (Amortized cost $306,586,606) $306,586,606
Repurchase agreements (Amortized cost $70,452,000) 70,452,000
------------
Total Investments $377,038,606

Cash 552

Interest receivable 151,075
Prepaid expenses and other assets 544
------------
Total Assets 377,190,777
------------
LIABILITIES:
Dividends payable 1,711,297
Accrued expenses and other payables:
Investment advisory fees 126,243
Administration fees 28,185
Accounting and transfer agent fees 11,132
Legal and audit fees 8,328
Printing 19,552
Registration and Filing 17,198
Other 2,924
------------
Total Liabilities 1,924,859
------------
NET ASSETS:
Paid-in capital 375,266,087
Accumulated net realized gains (losses) on investment transactions (106)
Undistributed net investment income (loss) (63)
------------
Net Assets $375,265,918

Net Assets
Trust Shares $341,827,450
Investment Shares 33,438,468
------------
Total $375,265,918

Outstanding units of beneficial interest (shares)
Trust Shares 341,827,864
Investment Shares 33,438,495
------------
Total 375,266,359

Net asset value
Offering and redemption price per share-Trust Shares $1.00
Offering and redemption price per share-Investment Shares $1.00
</TABLE>

(See Notes which are an integral part of the Financial Statements)

<PAGE> 52

FOUNTAIN SQUARE COMMERCIAL PAPER FUND
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JULY 31, 1997

<TABLE>
<S> <C>
INVESTMENT INCOME:
$18,724,910
Interest income -----------
Total Income 18,724,910
-----------
EXPENSES:
Investment advisory fees $1,357,544
Administrative fees 426,394
Distribution fees - Investment Shares 92,287
Portfolio accounting fees 70,517
Transfer and dividend disbursing agent fees and expenses 28,970
Directors' Trustees' fees 4,587
Audit fees 11,000
Custodian 33,974
Legal fees 8,417
Fund share registration costs 54,673
Printing and postage expense 38,123
Insurance expense 7,335
Other 23,346
-----------
Total expenses 2,157,167
-----------
Less expenses voluntarily reduced (393,412)
-----------
Net Expenses 1,763,755
-----------
Net Investment Income 16,961,155
-----------

REALIZED LOSSES FROM INVESTMENTS:

Net realized gains (losses) from investment transactions (101)
-----------
Change in net assets resulting from operations $16,961,054
</TABLE>

(See Notes which are an integral part of the Financial Statements)

<PAGE> 53

FOUNTAIN SQUARE COMMERCIAL PAPER FUND
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
Year Ended July 31,
--------------------------------
1997 1996
--------------- ---------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS
Net investment income $16,961,155 $13,588,093
Net realized losses on investment transactions (101) (5)
--------------- ---------------
Change in net assets resulting from operations 16,961,054 13,588,088
--------------- ---------------
DISTRIBUTIONS TO SHAREHOLDERS--
Dividends to shareholders from net investment income:
Trust Shares (15,645,249) (12,697,512)
Investment Shares (1,315,906) (890,643)
--------------- ---------------
Change in net assets from distributions to shareholders (16,961,155) (13,588,155)
--------------- ---------------
FUND SHARE (PRINCIPAL) TRANSACTIONS--
Proceeds from sale of shares 1,395,843,822 1,182,031,780
Net asset value of shares issued to shareholders in
payment of dividends declared 784,154 326,263
Cost of shares redeemed (1,341,524,057) (1,096,004,620)
--------------- ---------------
Change in net assets from Fund share transactions 55,103,919 86,353,423
--------------- ---------------
Change in net assets 55,103,818 86,353,356
NET ASSETS:
Beginning of period 320,162,100 233,808,744
--------------- ---------------
End of period $375,265,918 $320,162,100
</TABLE>

(See Notes which are an integral part of the Financial Statements)

22
<PAGE> 54

FOUNTAIN SQUARE COMMERCIAL PAPER FUND
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1997

(1) ORGANIZATION

The investment objective of the Fund is to achieve current income consistent
with stability of principal. The Fund pursues its objective by investing
exclusively in a portfolio of money market instruments maturing in 13 months or
less, with at least 65% of its assets invested in commercial paper.

(2) SIGNIFICANT ACCOUNTING POLICIES

A. SECURITIES VALUATIONS-Investments of the Fund are valued at either
amortized cost, which approximates market value, or at original cost,
which combined with accrued interest approximates market value. Under the
amortized cost method, discount or premium is amortized on a constant
basis to the maturity of the security. Short-term securities with
remaining maturities of sixty days or less at the time of purchase may be
valued at amortized cost, which approximates fair market value. In
addition, the Fund may not (a) purchase any instruments with a remaining
maturity greater than thirteen months unless such instrument is subject to
a demand feature, or (b) maintain a dollar-weighted average maturity which
exceeds 90 days.

B. REPURCHASE AGREEMENTS-The Fund will only enter into repurchase agreements
with banks and other recognized financial institutions, such as
broker/dealers, which are deemed by the Trust's advisor to be creditworthy
pursuant to guidelines and/or standards reviewed or established by the
Board of Trustees (the "Trustees"). It is the policy of the Fund to
require the custodian or sub-custodian bank to take possession, to have
legally segregated in the Federal Reserve Book Entry System, or to have
segregated within the custodian bank's vault, all securities held as
collateral under repurchase agreement transactions. Additionally,
procedures have been established by the Fund to monitor, on a daily basis,
the market value of each repurchase agreement's collateral to ensure that
the value of collateral at least equals the repurchase price to be paid
under the repurchase agreement transaction. Risks may arise from the
potential inability of counterparties to honor the terms of the repurchase
agreement. Accordingly, the Fund could receive less than the repurchase
price on the sale of collateral securities.

<PAGE> 55

C. SECURITIES TRANSACTIONS AND RELATED INCOME-Securities transactions are
accounted for on the date the security is purchased or sold (trade date).
Interest income is recognized on the accrual basis and includes, where
applicable, the pro rata amortization of premium or discount. Dividend
income is recorded on the ex-dividend date. Gains or losses realized on
sales of securities are determined by comparing the identified cost of the
security lot sold with the net sales proceeds.

D. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS-The Fund may engage in
when-issued or delayed delivery transactions. The Fund records
when-issued securities on the trade date and maintains security positions
such that sufficient liquid assets will be available to make payment for
the securities purchased. Securities purchased on a when-issued or
delayed delivery basis are valued daily and begin earning interest on the
settlement date.

E. DIVIDENDS TO SHAREHOLDERS-Dividends from net investment income are
declared daily and paid monthly and distributable net realized gains, if
any, are declared and distributed at least annually. Dividends from net
investment income and from net realized capital gains are determined in
accordance with income tax regulations which may differ from generally
accepted accounting principles. These differences are primarily due to
differing treatments for expiring capital loss carry forwards and
deferrals of certain losses.

F. FEDERAL TAXES-It is the Fund's policy to comply with the provisions of
the Internal Revenue Code applicable to regulated investment companies and
to distribute to shareholders each year substantially all of their income.
Accordingly, no provision for federal income tax is necessary.

(3) SHARES OF BENEFICIAL INTEREST

Transactions in Fund shares were as follows:

<TABLE>
<S> <C> <C>
Year Ended Year Ended
TRUST SHARES 7/31/97 7/31/96
--------------- ---------------
Shares sold 1,348,424,212 1,142,498,665
Shares issued to shareholders in payment of distribution declared 784,154 326,263
Shares redeemed (1,308,202,316) (1,065,643,555)
--------------- ---------------
Net change resulting from Fund Share transactions 41,006,050 77,181,373

Year Ended Year Ended
INVESTMENT SHARES 7/31/97 7/31/96
--------------- ---------------
Shares Sold 47,419,610 39,353,115
Shares redeemed (33,321,741) (30,361,065)
--------------- ---------------
Net change resulting from Fund share transactions 14,097,869 9,172,050
</TABLE>

<PAGE> 56

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE-Fifth Third Bank, the Trust's investment advisor (the
"Advisor"), receives for its services an annual investment advisory fee of
0.40%, which is based on a percentage of the Fund's average daily net assets.

ADMINISTRATIVE FEE-Effective December 1, 1995, BISYS Fund Services ("BISYS")
became the Trust's administrator. The administrator generally assists in all
aspects of the Trust's administration and operation including providing the
Fund with certain administrative personnel and services necessary to operate
the Fund. Also effective December 1, 1995, pursuant to a separate agreement
with BISYS, Fifth Third Bank performs sub-administrative services on behalf of
the Fund, for which it receives a fee from BISYS computed daily as a percentage
of the daily net assets of the Fund. Under the terms of the management and
administration agreement, BISYS' fees are computed daily as a percentage of the
average net assets of the Trust for the period. Administration fees are
computed at 0.20% of first $1 billion of net assets of the Trust, 0.18% of net
assets of the Trust between $1 billion and $2 billion, and 0.17% of more than
$2 billion of net assets of the Trust. For the fiscal year ended July 31,
1997, BISYS waived $128,042 in administrative fees.

DISTRIBUTION SERVICES FEE-The Fund has adopted a Distribution Plan (the "Plan")
pursuant to Rule 12b-1 under the Act. Effective December 1, 1995 BISYS serves
as the Trust's principal distributor. Under the terms of the Plan, the Fund
will compensate the principal distributor from the net assets of the Fund's
Investment Shares to finance activities intended to result in the sales of the
Fund's Investment Shares. The Plan provides that the Fund may incur
distribution expenses up to 0.35% of the average daily net assets of the
Investment Shares, annually, to compensate the distributor. The distributor
may voluntarily choose to waive all or a portion of its fee. The distributor
can modify or terminate this voluntary waiver at any time at its sole
discretion. For the year ended July 31, 1997, the distributor waived $92,287
of distribution fees.

TRANSFER AND DIVIDEND DISBURSING AGENT, ACCOUNTING AND CUSTODY FEES-Fifth Third
Bank serves as transfer and dividend disbursing agent for the Funds for which
it receives a fee. Fifth Third Bank sub-contracts the execution of the
transfer and dividend disbursing agent functions to a non-affiliated entity.
The fee is based on the level of each Fund's average net assets for the period,
plus out-of-pocket expenses. For the year ended July 31, 1997, Fifth Third
Bank received $28,970 for transfer and dividend disbursing agent fees.

Fifth Third Bank is the Fund's custodian and portfolio accountant for which it
receives a fee. The fee is based on the level of each Fund's average net
assets for the period, plus out-of-pocket expenses. For the year ended July
31, 1997, Fifth Third Bank waived $33,974 of custody fees. Fifth Third Bank
received $70,517 for portfolio accounting services for the year.

Certain of the Officers and Trustees of the Trust are Officers and Trustees of
the above companies.

<PAGE> 57

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Board of Trustees and Shareholders of
FOUNTAIN SQUARE FUNDS:

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Fountain Square Commercial Paper Fund (one of
the portfolios comprising Fountain Square Funds), as of July 31, 1997, and the
related statement of operations for the year then ended and statement of
changes in net assets and financial highlights for the periods presented
therein. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of July 31, 1997, by correspondence with the custodian and brokers.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Fountain Square Commercial Paper Fund at July 31, 1997, the results of its
operations for the year then ended and the changes in its net assets and
financial highlights for the periods presented therein in conformity with
generally accepted accounting principles.

ERNST & YOUNG LLP

Cincinnati, Ohio
September 12, 1997

<PAGE> 58

ADDRESSES

Fountain Square Commercial Paper Fund Fountain Square Funds
Investment Shares or Trust Shares c/o Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263

Investment Advisor
Fifth Third Bank 38 Fountain Square Plaza
Cincinnati, Ohio 45263

Custodian, Transfer Agent, and Dividend
Disbursing Agent
Fifth Third Bank 38 Fountain Square Plaza
Cincinnati, Ohio 45263

Distributor and Administrator
BISYS Fund Services L.P. 3435 Stelzer Road
Columbus, Ohio 43219

Independent Auditors
Ernst & Young LLP 1300 Chiquita Center
250 East Fifth Street
Cincinnati, Ohio 45202

<PAGE> 59

FOUNTAIN SQUARE U.S. TREASURY
OBLIGATIONS FUND

(A PORTFOLIO OF FOUNTAIN SQUARE FUNDS)

PROSPECTUS

The shares of Fountain Square U.S. Treasury Obligations Fund (the "Fund")
offered by this prospectus represent interests in a diversified portfolio of
securities which is one of a series of investment portfolios in Fountain Square
Funds (the "Trust"), an open-end management investment company (a mutual fund).

The Fund is a money market fund which invests in short-term U.S. Treasury
obligations to achieve stability of principal and current income consistent
with stability of principal.

This prospectus contains the information you should read and know before you
invest in the Fund. Keep this prospectus for future reference.

The Fund has also filed a Statement of Additional Information, dated September
30, 1997, with the Securities and Exchange Commission. The information
contained in the Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Statement of
Additional Information free of charge, obtain other information or make
inquiries about the Fund by writing to the Fund or calling toll-free (888)
799-5353.

Prospectus dated September 30, 1997

<PAGE> 60

TABLE OF CONTENTS

<TABLE>
<S> <C>
SUMMARY OF FUND EXPENSES 1

FINANCIAL HIGHLIGHTS 2

GENERAL INFORMATION 3

INVESTMENT INFORMATION 3
Investment Objective 3
Investment Policies 3
Acceptable Investments 3
Repurchase Agreements 3
When-issued and Delayed Delivery Transactions 3

Investment Limitations 4

FOUNTAIN SQUARE FUNDS INFORMATION 4
Management of the Trust 4
Board of Trustees 4
Investment Advisor 4
Advisory Fees 4
Advisor's Background 4
Distribution of Fund Shares 5
Payments to Financial Institutions 5
Administration of the Fund 5
Administrative Services 5
Custodian, Transfer Agent and Dividend Disbursing Agent 6
Independent Auditors 6

NET ASSET VALUE 6

INVESTING IN THE FUND 6
Share Purchases 6
Minimum Investment Required 6
What Shares Cost 7
Certificates and Confirmations 7
Dividends 7
Capital Gains 7

EXCHANGES 7

REDEEMING SHARES 8
By Telephone 8
By Mail 9
Receiving Payment 9
Accounts with Low Balances 9

SHAREHOLDER INFORMATION 10
Voting Rights 10
Massachusetts Law 10

EFFECT OF BANKING LAWS 10

TAX INFORMATION 11
Federal Income Tax 11

PERFORMANCE INFORMATION 11

PORTFOLIO OF INVESTMENTS 12

STATEMENT OF ASSETS AND LIABILITIES 14

STATEMENT OF OPERATIONS 15

STATEMENT OF CHANGES IN NET ASSETS 16

NOTES TO FINANCIAL STATEMENTS 17

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS 20

ADDRESSES 21
</TABLE>

<PAGE> 61

SUMMARY OF FUND EXPENSES

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<S> <C>
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)...............................
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price)............................... None
Contingent Deferred Sales Charge (as a percentage of original None
purchase price or redemption proceeds, as applicable.............. None
Redemption Fee (as a percentage of amount redeemed, if applicable) None
Exchange Fee...................................................... None
</TABLE>

ANNUAL FUND OPERATING EXPENSE
(As a percentage of average net assets)

<TABLE>
<S> <C>
Management Fee (after waiver)(1).. 0.26%
12b-1 Fee......................... None
Other Expenses (after waiver)(2).. 0.12%
Total Fund Operating Expenses(3).. 0.38%
</TABLE>

(2) Other expenses have been reduced to reflect the voluntary waiver of fees
by the administrator.

(3) Total operating expenses would be 0.55% absent the voluntary waivers by
the investment advisor and the administrator.

THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE FUND WILL BEAR, EITHER
DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS
AND EXPENSES, SEE "FOUNTAIN SQUARE FUNDS INFORMATION" AND "INVESTING IN THE
FUND." Wire-transferred redemptions of less than $10,000 may be subject to
additional fees.

<TABLE>
<CAPTION>
EXAMPLE 1 year 3 years 5 years 10 years
- ------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the
following expenses
on a $1,000
investment assuming
(1) 5% annual
return and (2)
redemption at the
end of each time
period. The Fund
charges no
redemption fees..... $4 $13 $24 $53
</TABLE>

THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE> 62

FOUNTAIN SQUARE U.S. TREASURY OBLIGATIONS FUND
FINANCIAL HIGHLIGHTS

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Ernst & Young LLP, Independent Auditors, on
page 21.

<TABLE>
<CAPTION>
Year Ended July 31,
-------------------------------------------------------------------------------------
1997 1996 1995 1994 1993 1992 1991 1990 1989*
---- ---- ---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- ----- ----- ----- ----- -----
Income from investment
operations
Net investment income 0.05 0.05 0.05 0.03 0.03 0.04 0.07 0.08 0.06
Less distributions
Dividends to shareholders
from net investment
income (0.05) (0.05) (0.05) (0.03) (0.03) (0.04) (0.07) (0.08) (0.06)
------ ------ ------ ------ ------ ------ ------ ------ ------
NET ASSET VALUE,
END OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== ===== ===== ===== ===== =====
Total return 5.11% 5.24% 5.18% 3.02% 2.82% 4.32% 6.74% 8.15% 5.65%
Ratios to Average
Net Assets
Expenses 0.42% 0.43% 0.44% 0.44% 0.44% 0.45% 0.49% 0.54% 0.56%
Net investment income 5.00% 5.10% 5.07% 2.99% 2.79% 4.18% 6.33% 7.84% 8.71%
Expense waiver/
reimbursement (a) 0.17% 0.12% 0.11% 0.14% 0.15% 0.15% 0.15% 0.15% 0.15%
Supplemental Data
Net assets, end of
period (000 omitted) $529,087 $489,228 $321,640 $336,229 $290,408 $339,924 $242,247 $138,368 $141,743
</TABLE>

*Reflects operations for the period from December 1, 1989 (date of initial
public offering) to July 31, 1989.

(a) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.

(See Notes which are an integral part of the Financial Statements)

<PAGE> 63

GENERAL INFORMATION

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated September 15, 1988. The Declaration of Trust permits the Trust
to offer separate series of shares of beneficial interest representing
interests in separate portfolios of securities. This prospectus relates only
to the short-term U.S. Treasury obligations portfolio of the Trust, known as
Fountain Square U.S. Treasury Obligations Fund. The Fund is designed for
individuals and institutions as a convenient means of participating in a
professionally managed, diversified portfolio limited to U.S. Treasury
obligations. A minimum initial investment of One Thousand Dollars ($1,000) is
required.

The Fund attempts to stabilize the value of a share at $1.00. Fund shares are
currently sold and redeemed at that price.

INVESTMENT INFORMATION

INVESTMENT OBJECTIVE

The investment objective of the Fund is stability of principal and current
income consistent with stability of principal. While there is no assurance
that the Fund will achieve its investment objective, it endeavors to do so by
following the investment policies described in this prospectus. The investment
objective and the policies and limitations described below cannot be changed
without approval of shareholders.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio
consisting exclusively of short-term U.S. Treasury obligations. The average
maturity of the Fund's portfolio, computed on a dollar weighted basis, will be
120 days or less. As a matter of operating policy, the Fund will limit the
average maturity of its portfolio to 90 days or less, in order to meet current
regulatory requirements.

ACCEPTABLE INVESTMENTS. The short-term U.S. Treasury obligations in which the
Fund invests are issued by the U.S. government and are fully guaranteed as to
principal and interest by the United States. All U.S. Treasury obligations in
which the Fund invests mature in one year or less from the date of acquisition
unless they are purchased under a repurchase agreement that provides for
repurchase by the seller within one year from the date of acquisition. The
Fund may also retain Fund assets in cash.

REPURCHASE AGREEMENTS. The Fund may invest in U.S. Treasury obligations
pursuant to repurchase agreements. Repurchase agreements are arrangements in
which banks, broker/dealers and other recognized financial institutions sell
U.S. Treasury obligations to the Fund and agree at the time of sale to
repurchase them at a mutually agreed upon time and price within one year from
the date of acquisition.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Fund may purchase U.S.
Government securities on a when-issued or delayed delivery basis. These
transactions are arrangements in which the Fund purchases securities with
payment and delivery scheduled for a future time. The seller's failure to
complete these transactions may cause the Fund to miss a price or yield
considered to be advantageous. Settlement dates may be a month or more after
entering into these transactions, and the market values of the securities
purchased may vary from the purchase prices. Accordingly, the Fund may pay
more or less than the market value of the securities on the settlement date.

<PAGE> 64

The Fund may dispose of a commitment prior to settlement if the Fund's adviser
deems it appropriate to do so. In addition, the Fund may enter into
transactions to sell its Purchase commitments to third parties at current
market values and simultaneously acquire other commitments to purchase similar
securities at later dates. The Fund may realize short-term profits or losses
upon the sale of such commitments.

INVESTMENT LIMITATIONS

As a matter of investment practice, which can be changed without shareholder
approval, repurchase agreements providing for settlement in more than seven
days after notice, along with illiquid obligations, will be limited to not more
than 10% of the Fund's net assets.

FOUNTAIN SQUARE FUNDS INFORMATION

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES. The Trust is managed by a Board of Trustees ("Trustees").
The Trustees are responsible for managing the Trust's business affairs and for
exercising all the Trust's powers except those reserved for the shareholders.

INVESTMENT ADVISOR. Pursuant to an investment advisory contract with the
Trust, investment decisions for the Fund are made by The Fifth Third Bank
("Fifth Third Bank"), the Fund's investment advisor, (the "Advisor"), subject
to direction by the Trustees. The Advisor continually conducts investment
research and supervision for the Fund and is responsible for the purchase or
sale of portfolio instruments, for which it receives an annual fee from the
Fund.

ADVISORY FEES. The Advisor receives an annual investment advisory fee
equal to 0.40 of 1% of the Fund's average daily net assets. The Advisor
has undertaken to waive up to the amount of the advisory fee, for
operating expenses in excess of limitations established by certain
states. The Advisor may voluntarily choose to waive a portion of its fee
or reimburse other expenses of the Fund but reserves the right to
terminate such waiver or reimbursement at any time at its sole
discretion.

Fifth Third Bank has managed pools of commingled funds since 1953.
Currently, the Trust and Investment Division manages 6 such pools with
total assets of over $509.7 million.

<PAGE> 65

DISTRIBUTION OF FUND SHARES

BISYS Fund Services L.P. serves as the distributor for the Trust. BISYS Fund
Services L.P. is wholly-owned by BISYS Group, Inc., 150 Clove Road, Little
Falls, NJ 07424, a publicly owned company engaged in information processing and
recordkeeping services to and through banking and other financial
organizations.

PAYMENTS TO FINANCIAL INSTITUTIONS. The distributor, the Advisor, or their
affiliates may offer to pay a fee from their own assets to financial
institutions as financial assistance for providing substantial marketing and
sales support. The support may include initiating customer accounts, providing
sales literature, or participating in sales, educational and training seminars
(including those held at recreational facilities). Such assistance will be
predicated upon the amount of shares the financial institution sells or may
sell and/or upon the type and nature of sales or marketing support furnished by
the financial institution. Any payments made by the distributor may be
reimbursed by the Advisor or its affiliates.

ADMINISTRATION OF THE FUND

The administrator may periodically waive all or a portion of its administrative
fee which will cause the yield of a Fund to be higher than it would otherwise
be in the absence of such a waiver.

<PAGE> 66

CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT. Fifth Third Bank,
Cincinnati, Ohio, is custodian for the securities and cash of the Fund,
transfer agent for the shares of the Fund, and dividend disbursing agent for
the Fund.

INDEPENDENT AUDITORS. The independent auditors for the Fund are Ernst & Young
LLP, Cincinnati, Ohio.

NET ASSET VALUE

The Fund attempts to stabilize the net asset value of its shares at $1.00 by
valuing the portfolio securities using the amortized cost method. The net
asset value per share is determined by subtracting total liabilities from total
assets and dividing the remainder by the number of shares outstanding. The
Fund cannot guarantee that its net asset value will always remain at $1.00 per
share.

INVESTING IN THE FUND

SHARE PURCHASES

Fund shares are sold on days on which the New York Stock Exchange and the
Federal Reserve Bank of Cleveland are open for business. In connection with
the sale of Fund shares, the distributor may, from time to time, offer certain
items of nominal value to any shareholder or investor. The Fund reserves the
right to reject any purchase request. Purchases of Fund Shares may not be
available to investors in all states.

Shares of the Fund may be purchased through a financial institution (such as a
bank or broker-dealer that has a sales agreement with the distributor) or by
wire or check directed to the Fund. Investors may contact the Fund toll-free
at (888) 799-5353.

Payment for Share purchases may be made either by check or federal funds.
Orders are considered received after payment by check is converted into federal
funds and received by the custodian. This is normally the next business day
after the Fund receives the check. When payment is made with federal funds,
the order is considered received when federal funds are received by the
custodian. Federal funds should be wired to the Fund as follows: ABA No. 042
000 314 Fifth Third Cincinnati; Attention: Fountain Square Funds Department;
For Credit to: (shareholder's name and account number); For Further credit to:
Fountain Square U.S. Treasury Obligations Fund. Investors not purchasing from
the Fund should consult their financial institution for wiring instructions.

MINIMUM INVESTMENT REQUIRED

<PAGE> 67

WHAT SHARES COST

Fund shares are sold at their net asset value next determined after an order is
received. The Fund does not impose a sales charge.

CERTIFICATES AND CONFIRMATIONS

The transfer agent for the Fund maintains a share account for each shareholder
of record. Share certificates are not issued.

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends will be reinvested on
payment dates in additional shares of the Fund unless cash payments are
requested by writing to the Fund. Share purchase orders received by the Fund
before 11:00 a.m. (Eastern time) earn dividends that day.

CAPITAL GAINS

EXCHANGES

A shareholder may exchange shares of one Fund for shares of any of the other
funds in the Trust by calling the Fund toll-free at (888) 799-5353 or sending a
written request to the Fund. Telephone exchange instructions may be recorded.
If reasonable procedures are not followed by the Fund, it may be liable for
losses due to unauthorized or fraudulent telephone instructions.

Shares of the Funds with a sales charge may be exchanged at net asset value for
shares of other Funds with an equal sales charge or no sales charge. Shares of
Funds with no sales charge acquired by direct purchase or reinvestment of
dividends on such shares may be exchanged for shares of Funds with a sales
charge at net asset value plus the applicable sales charge. When exchanging
into and out of shares of the Funds in the Trust, shareholders who have paid a
sales load once upon purchasing shares of any Fund will not have to pay a sales
load again on an exchange.

<PAGE> 68

Municipal Bond Fund must be received by 2:30 p.m. (Eastern time). Orders for
exchanges are taken on any day that the Funds are open for business. Orders
which are received prior to the cut-off times listed above will be executed as
of the close of business that day. Orders received after the respective
cut-off times will be executed at the close of the next business day.

REDEEMING SHARES

The Fund redeems shares at their net asset value next determined after Fifth
Third Bank receives the redemption request. Redemptions will be made on days
on which the Fund computes its net asset value. Telephone or written requests
for redemption must be received in proper form and can be made through Fifth
Third Bank.

BY TELEPHONE

For calls received by the Fund before 2:00 p.m. (Eastern time), a check will
be sent to the address of record. These Shares will not be entitled to the
dividend declared that day. For calls received by the Fund after 2:00 p.m.
(Eastern time), proceeds will normally be dispersed the following business day.
Those shares will be entitled to the dividend declared on the day the
redemption request was received. In no event will proceeds be dispersed more
than seven days after a proper request for redemption has been received. If at
any time the Fund shall determine it necessary to terminate or modify this
method of redemption, shareholders would be promptly notified.

An authorization form permitting the Fund to accept telephone requests must
first be completed. Authorization forms and information on this service are
available from the Fund.

<PAGE> 69

BY MAIL

A shareholder may redeem Fund shares by sending a written request to Fifth
Third Bank, Fountain Square Redemptions, M.D. 1090EC, 38 Fountain Square Plaza,
Cincinnati, Ohio, 45263.

The written request should include the shareholder's name, the Fund name, the
account number, and the share or dollar amount requested. If share
certificates have been issued, they must be properly endorsed and should be
sent by registered or certified mail with the written request. Shareholders
should call the Fund for assistance in redeeming by mail.

o a trust company or commercial bank whose deposits are insured by the
Bank Insurance Fund, which is administered by the Federal
Deposit Insurance Corporation ("FDIC");

o a member of the New York, American, Boston, Midwest, or Pacific Stock
Exchange;

o a savings and loan association or a savings bank whose deposits are
insured by the Savings Association Insurance Fund, which is
administered by the FDIC; or

o any other "eligible guarantor institution," as defined in the Securities
Exchange Act of 1934.

The Fund does not accept signatures guaranteed by a notary public.

RECEIVING PAYMENT

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account and pay the proceeds to the shareholder if, due to
shareholder redemptions, the account balance falls below the required minimum
value of $1,000.

Before redeeming shares to close an account, the Fund will notify the
shareholder in writing and allow the shareholder 30 days to purchase additional
shares to meet the minimum requirement.

<PAGE> 70

SHAREHOLDER INFORMATION

VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All shares of each portfolio
in the Trust have equal voting rights, except that only shares of the Fund are
entitled to vote on matters affecting the Fund. As a Massachusetts business
trust, the Trust is not required to hold annual shareholder meetings.
Shareholder approval will be sought only for certain changes in the Trust or
the Fund's operation and for the election of Trustees under certain
circumstances. As of September 15, 1997, Fifth Third Bank may for certain
purposes be deemed to control the Funds because it is owner of record of
certain shares of the Funds.

MASSACHUSETTS LAW

EFFECT OF BANKING LAWS

<PAGE> 71

services then being provided by Fifth Third Bank, and the Trustees would
consider alternative investment advisers and other means of continuing
available investment services. It is not expected that Fund shareholders would
suffer any adverse financial consequences (if another advisor with equivalent
abilities to Fifth Third Bank is found) as a result of any of these
occurrences.

TAX INFORMATION

FEDERAL INCOME TAX

Shareholders are urged to consult their own tax advisers regarding the status
of their accounts under state and legal tax laws.

PERFORMANCE INFORMATION

From time to time, the Fund advertises its yield and effective yield.

The yield of the Fund represents the annualized rate of income earned on an
investment in the Fund over a seven-day period. It is the annualized dividends
earned during the period on the investment, shown as a percentage of the
investment. The effective yield is calculated similarly to the yield, but,
when annualized, the income earned by an investment in the Fund is assumed to
be reinvested daily. The effective yield will be slightly higher than the
yield because of the compounding effect of this assumed reinvestment.

Advertisements and other sales literature may also refer to total return.
Total return represents the change, over a specified period of time, in the
value of an investment in the Fund after reinvesting all income distributions.
It is calculated by dividing that change by the initial investment and is
expressed as a percentage.

From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare the
Fund's performance to certain indices.

<PAGE> 72

FOUNTAIN SQUARE U.S. TREASURY OBLIGATIONS FUND
PORTFOLIO OF INVESTMENTS
JULY 31, 1997

The obligations listed below are issued or guaranteed by the U.S. government,
its agencies of instrumentalities or secured by such obligations.

<TABLE>
<CAPTION>
Principal Security Description Amortized
Amount Cost
- --------- ------------------------------------------------- ---------
<S> <C> <C>
U.S. GOVERNMENT SECURITIES (21.3%)

U.S. TREASURY NOTES (21.3%)

10,000,000 5.75%, 9/30/97 10,004,926
8,000,000 5.63%, 10/31/97 8,002,428
7,000,000 5.75%, 10/31/97 7,002,774
10,000,000 7.38%, 11/15/97 10,052,755
20,000,000 6.00%, 12/31/97 20,029,493
10,000,000 5.00%, 1/31/98 9,969,732
10,000,000 5.13%, 3/31/98 9,942,741
20,000,000 6.13%, 3/31/98 20,033,031
20,000,000 5.88%, 4/30/98 20,038,307
-----------
TOTAL U.S. GOVERNMENT SECURITIES 115,076,187
-----------

REPURCHASE AGREEMENTS (78.9%)

23,000,000 Bear Stearns & Co., 5.75%, dated 7/31/97, due
8/1/97, collateralized by U.S. Treasury
Bonds, 6.00%, due 2/15/26 with a value of
$23,595,678. 23,000,000

23,000,000 BT Securities, 5.75%, dated 7/31/97, due
8/1/97, collateralized by U.S. Treasury
Notes, 6.00%, due 8/15/99 with a value of
$23,471,000. 23,000,000

90,000,000 BZW Securities, 5.75%, dated 7/31/97, due
8/1/97, collateralized by U.S. Treasury
Notes, 6.38%, due 8/15/02 with a value of
$54,414,443; and U.S. Treasury Notes, 3.63%, due
7/15/02 with a value of $37,386,240. 90,000,000

23,000,000 Deutsche Bank, 5.75%, dated 7/31/97, due 8/197,
collateralized by U.S. Treasury Bonds, 10.63%,
due 8/15/15 with a value of $23,486,000. 23,000,000

23,000,000 First Chicago, 5.75%, dated 7/31/97, due
8/1/97, collateralized by U.S. Treasury Bills
due 9/14/97 with a value of $154,217
and U.S. Treasury Notes, 5.88% - 6.75%,
due 7/31/98 - 7/31/99 with a value of
$23,307,981. 23,000,000

91,933,000 J.P. Morgan, 5.74%, dated 7/31/97, due 8/1/97,
collateralized by U.S. Treasury Notes, 6.25%, due
6/30/02 with a value of $21,815,037; U.S.
Treasury Notes, 6.50%, due 5/31/02 with a value
of $28,815,167; and U.S. Treasury Bonds, 9.00%,
due 11/15/18 with a value of $43,141,660. 91,933,000
</TABLE>

<PAGE> 73

<TABLE>
<S> <C> <C>
15,000,000 Merrill Lynch, 5.70%, dated 7/31/97, due 8/1/97,
collateralized by U.S. Treasury Bills due 7/23/98
with a value of $15,300,757. 15,000,000

23,000,000 Nesbitt Burns, 5.75%, dated 7/31/97, due 8/1/97,
collateralized by U.S. Treasury Notes, 5.63%, due
11/30/98 with a value of $3,097,000 and U.S.
Treasury Notes, 8.75%, due 8/15/00
with a value of $20,349,000. 23,000,000

23,000,000 Prudential Securities, 5.75%, dated 7/31/97, due
8/1/97, collateralized by U.S. Treasury Bills,
due 12/18/97 with a value of $23,460,398. 23,000,000

90,000,000 UBS Securities, 5.76%, dated 7/31/97, due 8/1/97,
collaterlized by U.S. Treasury Notes, 5.00%, due
2/15/99 with a value of $17,573,671; U.S.
Treasury Notes, 7.88%, due 11/15/99 with a value
of $48,482,475; U.S. Treasury Notes, 7.75%, due
11/30/99 with a value of $284,795; and U.S.
Treasury Notes, 7.75%, due 12/31/99 with a value
of $25,459,637. 90,000,000
------------
TOTAL REPURCHASE AGREEMENTS 424,933,000
------------
TOTAL INVESTMENTS
(AMORTIZED COST $540,009,187)* (100.2%) 540,009,187
LIABILITIES IN EXCESS OF OTHER ASSETS (0.2%) (921,732)
------------
TOTAL NET ASSETS (100.0%) $539,087,455
============
</TABLE>

Percentages indicated are based on net assets of $539,087,455.
* Also represents cost for federal tax purposes.

(See Notes which are an integral part of the Financial Statements.)

<PAGE> 74

FOUNTAIN SQUARE U.S. TREASURY OBLIGATIONS FUND
STATEMENT OF ASSETS AND LIABILITIES
JULY 31, 1997

<TABLE>
<S> <C>
ASSETS:
Investments, at value (Amortized cost $115,076,187) $115,076,187
Repurchase agreements (Amortized cost $424,933,000) 424,933,000
------------
Total investments $540,009,187
Cash 768
Interest receivable 1,619,411
Prepaid expenses and other assets 820
------------
Total assets 541,630,186
------------

LIABILITIES:
Dividends payable 2,282,158
Accrued expenses and other payables:
Investment advisory fees 115,995
Administration fees 37,849
Accounting and transfer agent fees 15,362
Custodian fees 4,492
Legal and audit fees 8,328
Printing 24,412
Registration & Filing 15,595
Trustees 1,647
Other 36,893
------------
Total Liabilities 2,542,731

NET ASSETS:
Paid-in capital 539,034,964
Accumulated net realized gains on (losses) investment transactions 47,417
Undistributed net investment income (loss) 5,074
------------
Net Assets $539,087,455
============

Outstanding units of beneficial interest (shares) 539,040,314
============

Net Asset Value
Offering and redemption price per share $1.00
============
</TABLE>

(See Notes which are an integral part of the Financial Statements)

<PAGE> 75

FOUNTAIN SQUARE U.S. TREASURY OBLIGATIONS FUND
STATEMENT OF OPERATIONS
YEAR ENDED JULY 31, 1997

<TABLE>
<S> <C>
INVESTMENT INCOME:
Interest income $26,664,238
-----------
Total Income 26,664,238
-----------

EXPENSES:
Investment advisory fees $1,965,939
Administrative fees 609,651
Portfolio accounting fees 91,138
Transfer and dividend disbursing agent fees and expenses 27,820
Trustees' fees 6,711
Audit fees 11,000
Custodian 49,349
Legal fees 8,417
Fund share registration costs 66,192
Printing and postage expense 45,293
Insurance expense 12,842
Other 0
-----------
Total Expenses 2,894,352
-----------

Less expenses voluntarily reduced (832,130)
-----------
Net Expenses 2,062,222
-----------
Net Investment Income 24,602,016
-----------

REALIZED GAINS (LOSSES) FROM INVESTMENTS:
Net realized gains (losses) from investment transactions 46,027
-----------
Change in net assets resulting from operations $24,648,043
===========
</TABLE>

(See Notes which are an integral part of the Financial Statements)

<PAGE> 76

FOUNTAIN SQUARE U.S. TREASURY OBLIGATIONS FUND
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
Year Ended July 31,
--------------------------------
1997 1996
--------------- ---------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS--
Net investment income $ 24,602,016 $ 19,816,920
Net realized gains on investment transactions 46,027 1,390
--------------- ---------------
Change in net assets resulting from operations 24,648,043 19,818,310
--------------- ---------------
DISTRIBUTIONS TO SHAREHOLDERS--
Dividends to shareholders from net investment income (24,602,021) (19,811,841)
--------------- ---------------
Change in net assets from distributions to shareholders (24,602,021) (19,811,841)
--------------- ---------------
FUND SHARE (PRINCIPAL) TRANSACTIONS--
Proceeds from sale of shares 1,825,126,116 1,423,327,002
Net asset value of shares issued to shareholders in
payment of dividends declared 5,305,436 2,033,312
Cost of shares redeemed (1,780,618,543) (1,257,778,477)
--------------- ---------------
Change in net assets from Fund share transactions 49,813,009 167,581,837
--------------- ---------------
Change in net assets 49,859,031 167,588,306

NET ASSETS:
Beginning of period 489,228,424 321,640,118
--------------- ---------------
End of period $ 539,087,455 $ 489,228,424
=============== ===============
</TABLE>

(See Notes which are an integral part of the Financial Statements)

<PAGE> 77

FOUNTAIN SQUARE U.S. TREASURY OBLIGATIONS FUND
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1997

(1) ORGANIZATION

The investment objective of the Fund is to achieve stability of principal and
current income consistent with stability of principal. The Fund pursues its
objective by investing in short-term U.S. Treasury obligations.

(2) SIGNIFICANT ACCOUNTING POLICIES

A. SECURITIES VALUATIONS--Investments of the Fund are valued at either
amortized cost, which approximates market value, or at original cost,
which combined with accrued interest approximates market value. Under the
amortized cost method, discount or premium is amortized on a constant
basis to the maturity of the security. Short-term securities with
remaining maturities of sixty days or less at the time of purchase may be
valued at amortized cost, which approximates fair market value. In
addition, the Fund may not (a) purchase any instruments with a remaining
maturity greater than thirteen months unless such instrument is subject to
a demand feature, or (b) maintain a dollar-weighted average maturity which
exceeds 90 days.

B. REPURCHASE AGREEMENTS--The Fund will only enter into repurchase agreements
with banks and other recognized financial institutions, such as
broker/dealers, which are deemed by the Trust's advisor to be creditworthy
pursuant to guidelines and/or standards reviewed or established by the
Board of Trustees (the "Trustees"). It is the policy of the Fund to
require the custodian or sub-custodian bank to take possession, to have
legally segregated in the Federal Reserve Book Entry System, or to have
segregated within the custodian bank's vault, all securities held as
collateral under repurchase agreement transactions. Additionally,
procedures have been established by the Fund to monitor, on a daily basis,
the market value of each repurchase agreement's collateral to ensure that
the value of collateral at least equals the repurchase price to be paid
under the repurchase agreement transaction. Risks may arise from the
potential inability of counterparties to honor the terms of the repurchase
agreement. Accordingly, the Fund could receive less than the repurchase
price on the sale of collateral securities.

<PAGE> 78

(3) SHARES OF BENEFICIAL INTEREST

Transactions in Fund shares were as follows:

<TABLE>
<CAPTION>
OBLIGATIONS FUND
U.S. TREASURY
-------------------------------
Year Ended Year Ended
7/31/97 7/31/96
-------------- ---------------
<S> <C> <C>
Shares sold 1,825,126,116 1,423,327,002
Shares issued to shareholders
in payment of distributions declared 5,305,436 2,033,312
Shares redeemed (1,780,618,543) (1,257,778,477)
Net change resulting from Fund share -------------- --------------
transactions 49,813,009 167,581,837
============== ==============
</TABLE>

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--Fifth Third Bank, the Fund's investment advisor (the
"Advisor"), receives for its services an annual investment advisory fee of
0.40%, which is based on a percentage of the Fund's average daily net assets.

ADMINISTRATIVE FEE==Effective December 1, 1996, BISYS Fund Services ("BISYS")
became the Trust's administrator. The administrator generally assists in all
aspects of the Trust's administration and operation including providing the
Fund with certain administrative personnel and services necessary to operate
the Fund. Also effective December 1, 1995, pursuant to a separate agreement
with BISYS, Fifth Third Bank performs sub-administrative services on behalf of
the Fund, for which it receives a fee from BISYS computed daily as a percentage
of the daily net assets of the Fund. Under the terms of the administration
agreement, BISYS' fees are computed daily as a percentage of the average net
assets of the Trust for the period. Administration fees are computed at 0.20%
of first $1 billion of net assets of the Trust, 0.18% of net assets of the
Trust between $1 billion and $2 billion, and 0.17%

<PAGE> 79

of more than $2 billion of net assets of the Trust. For the fiscal year ended
July 31, 1997, BISYS waived $176,976 in administrative fees.

TRANSFER AND DIVIDEND DISBURSING AGENT, ACCOUNTING AND CUSTODIAN FEES--Fifth
Third Bank serves as transfer and dividend disbursing agent for the Funds for
which it receives a fee. Fifth Third Bank sub-contracts the execution of the
transfer and dividend disbursing agent functions to a non-affiliated entity.
The fee is based on the level of each Fund's average net assets for the period,
plus out-of-pocket expenses. For the year ended July 31, 1997, Fifth Third
Bank received $27,820 for transfer and dividend disbursing agent fees.

Fifth Third Bank is the Fund's custodian and portfolio accountant for which it
receives a fee. The fee is based on the level of each Fund's average net
assets for the period, plus out-of-pocket expenses. Fifth Third Bank received
fees of $49,349 and $91,138 for custodian and portfolio accounting services,
respectively for the fiscal year ended July 31, 1997.

Certain of the Officers and Trustees of the Trust are Officers and Trustees of
the above companies.

<PAGE> 80

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Board of Trustees and Shareholders of
FOUNTAIN SQUARE FUNDS:

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Fountain Square U.S. Treasury Obligations Fund
(one of the portfolios comprising Fountain Square Funds), as of July 31, 1997,
and the related statement of operations for the year then ended, and statement
of changes in net assets and financial highlights for the periods presented
therein. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Fountain Square U.S. Treasury Obligations Fund at July 31, 1997, the results of
its operations for the year then ended, and the changes in its net assets and
financial highlights for the periods presented therein, in conformity with
generally accepted accounting principles.

ERNST & YOUNG LLP

Cincinnati, Ohio
September 12, 1997

<PAGE> 81

ADDRESSES

Fountain Square U.S. Treasury Fountain Square Funds
Obligations Fund c/o Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263

Investment Adviser
Fifth Third Bank 38 Fountain Square Plaza
Cincinnati, Ohio 45263

Custodian, Transfer Agent, Dividend Disbursing Agent and Sub-Administrator
Fifth Third Bank 38 Fountain Square Plaza
Cincinnati, Ohio 45263

Distributor and Administrator
BISYS Fund Services, L.P. 3435 Stelzer Road
Columbus, Ohio 43219

Independent Auditors
Ernst & Young LLP 1300 Chiquita Center
250 East Fifth Street
Cincinnati, Ohio 45202

<PAGE> 82

FOUNTAIN SQUARE GOVERNMENT
CASH RESERVES FUND

(A PORTFOLIO OF FOUNTAIN SQUARE FUNDS)

INVESTMENT SHARES

TRUST SHARES

COMBINED STATEMENT OF ADDITIONAL INFORMATION

The Trust Shares and Investment Shares of Fountain Square Government Cash
Reserves Fund (the "Fund") represent interests in a diversified portfolio of
securities. This Combined Statement of Additional Information should be read
with the prospectus for Trust Shares and Investment Shares dated September 30,
1997. This Statement is not a prospectus itself. To receive a copy of the
prospectus, please write the Fund or call toll-free (888) 799-5353.

FOUNTAIN SQUARE FUNDS
C/O FIFTH THIRD BANK
38 FOUNTAIN SQUARE PLAZA
CINCINNATI, OHIO 45263

Statement dated September 30, 1997

<PAGE> 83

TABLE OF CONTENTS

<TABLE>
<S> <C>
GENERAL INFORMATION ABOUT THE FUND............................................... 1

INVESTMENT OBJECTIVE AND POLICIES................................................ 1
Types of Investments...................................................... 1
Variable Rate U.S. Government Securities.......................... 1
When-Issued and Delayed Delivery Transactions............................. 1
Investment Limitations.................................................... 2
Selling Short and Buying On Margin................................ 2
Issuing Senior Securities and Borrowing Money..................... 2
Pledging Assets................................................... 2
Lending Cash or Securities........................................ 2
Investing in Securities of Other Investment Companies............. 2
Investing in Illiquid Securities.................................. 2

FOUNTAIN SQUARE FUNDS MANAGEMENT................................................. 3
Officers and Trustees..................................................... 3
Fund Ownership............................................................ 4
Trustees' Compensation.................................................... 5
Trustee Liability......................................................... 5

INVESTMENT ADVISORY SERVICES..................................................... 5
Advisor to the Fund....................................................... 5
Advisory Fees............................................................. 6

BROKERAGE TRANSACTIONS........................................................... 6

ADMINISTRATIVE SERVICES.......................................................... 6
Transfer Agent and Dividend Disbursing Agent.............................. 7

PURCHASING SHARES................................................................ 7
Distribution Plan (Investment Shares)..................................... 7
Conversion to Federal Funds............................................... 8

DETERMINING NET ASSET VALUE...................................................... 8
Use of the Amortized Cost Method.......................................... 8
Monitoring Procedures............................................. 8
Investment Restrictions........................................... 8

REDEEMING SHARES................................................................. 9
Redemption in Kind........................................................ 9

TAX STATUS....................................................................... 9
The Fund's Tax Status..................................................... 9
Shareholders' Tax Status.................................................. 9
Capital Gains..................................................... 10
State and Local Taxes..................................................... 10

YIELD............................................................................ 10

EFFECTIVE YIELD.................................................................. 11

PERFORMANCE COMPARISONS.......................................................... 11
</TABLE>

<PAGE> 84

GENERAL INFORMATION ABOUT THE FUND

Fountain Square Government Cash Reserves Fund (the "Fund") is a portfolio in
the Fountain Square Funds (the "Trust"). The Trust was established as a
Massachusetts business trust under a Declaration of Trust dated September 15,
1988.

Shares of the Fund are offered in two classes, Trust Shares and Investment
Shares (individually and collectively known as "Shares"). This combined
statement of additional information relates to the above-mentioned Shares of
the Fund.

INVESTMENT OBJECTIVE AND POLICIES

The Fund's investment objective is to provide high current income consistent
with stability of principal and liquidity. The investment objective cannot be
changed without approval of shareholders. The Fund intends to limit its
investments to those U.S. government securities whose interest is generally
exempt from personal income tax in the various states if owned directly.
However, from time to time, the Fund may also invest in other U.S. government
securities if the adviser deems it advantageous to do so. Please see the "Tax
Status" section of this statement of additional information.

TYPES OF INVESTMENTS

The Fund invests primarily in short-term U.S. government securities.

VARIABLE RATE U.S. GOVERNMENT SECURITIES

Some of the short-term U.S. government securities the Fund may purchase
carry variable interest rates. These securities have a rate of interest
subject to adjustment at least annually. This adjusted interest rate is
ordinarily tied to some objective standard, such as the 91-day U.S.
Treasury bill rate.

Variable interest rates will reduce the changes in the market value of
such securities from their original purchase prices. Accordingly, the
potential for capital appreciation or capital depreciation should not be
greater than the potential for capital appreciation or capital
depreciation of fixed interest rate U.S. government securities having
maturities equal to the interest rate adjustment dates of the variable
rate U.S. government securities.

The Fund may purchase variable rate U.S. government securities upon the
determination by the Board of Trustees that the interest rate as adjusted
will cause the instrument to have a current market value that
approximates its par value on the adjustment date.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

These transactions are made to secure what is considered to be an advantageous
price or yield for the Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid assets of the Fund sufficient
to make payment for the securities to be purchased are segregated on the Fund's
records at the trade date. These assets are marked to market daily and are
maintained until the transaction has been settled. The Fund does not intend to
engage in when-issued and delayed delivery transactions to an extent that would
cause the segregation of more than 20% of the total value of its assets.

<PAGE> 85

INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN

The Fund will not sell any securities short or purchase any securities on
margin but may obtain such short-term credits as may be necessary for
clearance of transactions.

ISSUING SENIOR SECURITIES AND BORROWING MONEY

The Fund will not issue senior securities except that the Fund may borrow
money in amounts up to one-third of the value of its total assets,
including the amounts borrowed.

The Fund will not borrow money except as a temporary, extraordinary, or
emergency measure or to facilitate management of the portfolio by
enabling the Fund to meet redemption requests when the liquidation of
portfolio securities is deemed to be inconvenient or disadvantageous.
The Fund will not purchase any securities while borrowings in excess of
5% of its total assets are outstanding.

PLEDGING ASSETS

The Fund will not mortgage, pledge, or hypothecate any assets except to
secure permitted borrowings. In those cases, it may pledge assets having
a market value not exceeding the lesser of the dollar amounts borrowed or
10% of the value of total assets at the time of the pledge.

LENDING CASH OR SECURITIES

The Fund will not lend any of its assets, except that it may purchase or
hold U.S. government securities permitted by its investment objective,
policies and limitations.

The above investment limitations cannot be changed without shareholder
approval. The Fund does not consider the issuance of separate classes of
shares to involve the issuance of "senior securities" within the meaning of the
investment limitation set forth above. The following limitations, however, may
be changed by the Board of Trustees (the "Trustees") without shareholder
approval. Shareholders will be notified before any material change in those
limitations becomes effective.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The Fund can acquire up to 3% of the total outstanding securities of
other investment companies. The Fund will limit its investments in the
securities of other investment companies to those money market funds
having investment objectives and policies similar to its own. The Fund
will purchase securities of other investment companies only in
open-market transactions involving no more than customary broker's
commissions. However, there is no limitation applicable to securities of
any investment company acquired in a merger, consolidation, or
acquisition of assets. It should be noted that investment companies
incur certain expenses such as management fees, and, therefore, any
investment by the Fund in such shares would be subject to customary
expenses.

INVESTING IN ILLIQUID SECURITIES

The Fund will not invest more than 10% of the value of its net assets in
illiquid securities.

<PAGE> 86

For the purposes of its policies and limitations, the Fund considers
certificates of deposit and demand and time deposits issued by a U.S. branch of
a domestic bank or savings and loan having capital, surplus, and undivided
profits in excess of $100,000,000 at the time of investment to be "cash items."

FOUNTAIN SQUARE FUNDS MANAGEMENT

OFFICERS AND TRUSTEES

Officers and Trustees are listed with their addresses, principal occupations,
and present positions. Except as listed below, none of the Trustees or
Officers are affiliated with The Fifth Third Bank ("Fifth Third Bank"), Fifth
Third Bancorp, or BISYS Fund Services, L.P.

Albert E. Harris
5905 Graves Road
Cincinnati, OH
Birthdate: July 2, 1932

Chairman of the Board of Trustees

Formerly, Chairman of the Board EDB Holdings, Inc. (retired July, 1993).

Edward Burke Carey
394 East Town Street
Columbus, OH
Birthdate: July 2, 1945

Member of the Board of Trustees

President of Carey Leggett Realty Advisors.

Lee A. Carter
2120 Star Bank Center
425 Walnut Street
Cincinnati, OH
Birthdate: December 17, 1938

Member of the Board of Trustees

Formerly, President, Local Marketing Corporation (retired December 31, 1993).

<PAGE> 87

Stephen G. Mintos
3435 Stelzer Road
Columbus, Ohio 43219-3035
Birthdate: February 5, 1954

President

From January 1987 to the present, employee of BISYS Fund Services, Inc.

George R. Landreth
3435 Stelzer Road
Columbus, Ohio 43219-3035
Birthdate: July 11, 1942

Vice President

From December 1992 to present, employee of BISYS Fund Services, Inc.; from July
1991 to December 1992, employee of PNC Financial Corporation.

Jeffrey C. Cusick
3435 Stelzer Road
Columbus, Ohio 43219-3035
Birthdate: May 19, 1959

Secretary and Treasurer

From July 1995 to present, employee of BISYS Fund Services, Inc.; from
September 1993 to July 1995, Assistant Vice President, Federated Administrative
Services; from 1989 to September 1993, Manager, Client Services, Federated
Administrative Services.

FUND OWNERSHIP

Officers and Trustees own less than 1% of the Fund's outstanding Shares. As of
July 31, 1997, Fifth Third Bank as nominee for numerous trust and agency
accounts, was the owner of record of $162,542,539 Trust Shares (100%) of the
Fund.

As of July 31, 1997, no shareholders of record owned 5% or more of the
outstanding Investment Shares of the Fund.

<PAGE> 88

TRUSTEES' COMPENSATION

<TABLE>
<CAPTION>
NAME, AGGREGATE
POSITION WITH COMPENSATION FROM
TRUST TRUST *+

<S> <C>
Edward Burke Carey $7,800
Trustee

Lee A. Carter $6,600
Trustee

Albert E. Harris $9,800
Trustee
</TABLE>

*Information is furnished for the fiscal year ended July 31, 1997. The Trust
is the only investment company in the Fund complex.

+The aggregate compensation is provided for the Trust which is comprised of
thirteen portfolios.

TRUSTEE LIABILITY

The Trust's Declaration of Trust provides that the Trustees are not liable for
errors of judgment or mistakes of fact or law. However, they are not protected
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of their office.

INVESTMENT ADVISORY SERVICES

ADVISOR TO THE FUND

The Fund's investment advisor is Fifth Third Bank (the "Advisor"). It provides
investment advisory services through its Trust and Investment Division. Fifth
Third Bank is a wholly-owned subsidiary of Fifth Third Bancorp.

The Advisor shall not be liable to the Trust, the Fund or any shareholder of
the Fund for any losses that may be sustained in the purchase, holding, or sale
of any security, or for anything done or omitted by it, except acts or
omissions involving willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties imposed upon it by its contract with the
Trust.

<PAGE> 89

ADVISORY FEES

For its advisory services, Fifth Third Bank receives an annual investment
advisory fee as described in the prospectus.

For the fiscal years ended July 31, 1997, 1996, and 1995, the Advisor earned
$985,974, $746,543 and $604,802, respectively, of which $135,083, $139,471 and
$152,445, respectively, were voluntarily waived because of undertakings to
limit the Fund's expenses.

BROKERAGE TRANSACTIONS

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Advisor looks for prompt execution of the order at a favorable
price. In working with dealers, the Advisor will generally use those who are
recognized dealers in specific portfolio instruments, except when a better
price and execution of the order can be obtained elsewhere. The Advisor makes
decisions on portfolio transactions and selects brokers and dealers subject to
review by the Trustees.

The Advisor may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Fund or to the
Advisor and may include:

o advice as to the advisability of investing in securities;

o security analysis and reports;

o economic studies;

o industry studies;

o receipt of quotations for portfolio evaluations; and

o similar services.

The Advisor and its affiliates exercise reasonable business judgment in
selecting brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions charged
by such persons are reasonable in relationship to the value of the brokerage
and research services provided.

Research services provided by brokers and dealers may be used by the Advisor in
advising the Fund and other accounts. To the extent that receipt of these
services may supplant services for which the Advisor or its affiliates might
otherwise have paid, it would tend to reduce expenses.

For the fiscal years ended July 31, 1997, 1996 and 1995, the Fund did not pay
any commissions on brokerage transactions.

ADMINISTRATIVE SERVICES

Until December 1, 1995, Federated Administrative Services ("FAS"), a subsidiary
of Federated Investors, provided administrative personnel and services to the
Fund for a fee as described in the prospectus. For the four-month

<PAGE> 90

period ending December 1, 1995, and for the fiscal year ended July 31, 1995,
the Fund incurred administrative fees of $63,639 and $166,528, respectively.

Effective December 1, 1995, BISYS Fund Services L.P., 3435 Stelzer Road,
Columbus, Ohio 43219, provided administrative services to the Fund for the fees
set forth in the prospectus. For the fiscal years ended July 31, 1997 and
1996, BISYS Fund Services, L.P. earned administrative fees of $301,449 and
$89,928, respectively, of which $84,441 and $0 were voluntarily waived.

Effective December 1, 1995, pursuant to a separate agreement with BISYS Fund
Services L.P., Fifth Third Bank performed sub-administrative services on behalf
of the Fund, for which it received compensation from BISYS Fund Services L.P.
For the fiscal years ended July 31, 1997 and 1996, Fifth Third Bank received
sub-administrative fees of $61,623 and $28,258, respectively.

Under the custodian agreement, Fifth Third Bank holds the Fund's portfolio
securities and keeps all necessary records and documents relating to its
duties. Fifth Third Bank's fees for custody services are based upon the market
value of Fund securities held in custody plus out-of-pocket expenses.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Fifth Third Bank serves as transfer agent and dividend disbursing agent for the
Funds. The fee paid to the transfer agent is based upon the size, type and
number of accounts and transactions made by shareholders.

Fifth Third Bank also maintains the Trust's accounting records. The fee paid
for this service is based upon the level of the Funds' average net assets for
the period plus out-of-pocket expenses.

PURCHASING SHARES

Shares are sold at their net asset value without a sales charge on days the New
York Stock Exchange and the Federal Reserve Bank of Cleveland are open for
business. The procedure for purchasing Shares is explained in the prospectus
under "Investing in the Fund."

DISTRIBUTION PLAN (INVESTMENT SHARES)

With respect to the Investment Shares class of the Fund, the Trust has adopted
a Plan pursuant to Rule 12b-1 which was promulgated by the Securities and
Exchange Commission pursuant to the Investment Company Act of 1940. The Plan
provides for payment of fees to the distributor to finance any activity which
is principally intended to result in the sale of Investment Shares of the Fund
subject to the Plan. Such activities may include the advertising and marketing
of Investment Shares; preparing, printing, and distributing prospectuses and
sales literature to prospective shareholders, brokers, or administrators; and
implementing and operating the Plan. Pursuant to the Plan the distributor may
pay fees to brokers for distribution and administrative services and to
administrators for administrative services as to Investment Shares. The
administrative services are provided by a representative who has knowledge of
the shareholder's particular circumstances and goals, and include, but are not
limited to: communicating account openings; communicating account closings;
entering purchase transactions; entering redemption transactions; providing or
arranging to provide accounting support for all transactions, wiring funds and
receiving funds for Investment Share purchases and redemptions, confirming and
reconciling all transactions, reviewing the activity in Fund accounts, and
providing training and supervision of broker personnel; posting and reinvesting
dividends to Fund accounts or arranging for this service to be performed by the
Fund's transfer agent; and maintaining and distributing current copies of
prospectuses and shareholder reports to the beneficial owners of Investment
Shares and prospective shareholders.

<PAGE> 91

The Trustees expect that the adoption of the Plan will result in the sale of
sufficient number of Investment Shares so as to allow the Fund to achieve
economic viability. It is also anticipated that an increase in the size of the
Fund will facilitate more efficient portfolio management and assist the Fund in
seeking to achieve its investment objective.

For the fiscal years ended July 31, 1997 and 1996, distribution fees applicable
to Investment Shares paid to the Fund's distributor amounted to $338,716 and
$214,512, all of which were voluntarily waived.

CONVERSION TO FEDERAL FUNDS

It is the Fund's policy to be as fully invested as possible so that maximum
interest may be earned. To this end, all payments from shareholders must be in
federal funds or be converted into federal funds. Fifth Third Bank acts as the
shareholder's agent in depositing checks and converting them to federal funds.

DETERMINING NET ASSET VALUE

The Fund attempts to stabilize the value of a share at $1.00. The days on
which net asset value is calculated by the Fund are described in the
prospectus.

USE OF THE AMORTIZED COST METHOD

The Trustees have decided that the best method for determining the value of
portfolio instruments is amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as adjusted for amortization of
premium or accumulation of discount rather than at current market value.

The Fund's use of the amortized cost method of valuing portfolio instruments
depends on its compliance with certain conditions in Rule 2a-7 (the "Rule")
promulgated by the Securities and Exchange Commission under the Investment
Company Act of 1940. Under the Rule, the Trustees must establish procedures
reasonably designed to stabilize the net asset value per share, as computed for
purposes of distribution and redemption, at $1.00 per share, taking into
account current market conditions and the Fund's investment objective.

MONITORING PROCEDURES

The Trustees' procedures include monitoring the relationship between the
amortized cost value per share and the net asset value per share based
upon available indications of market value. The Trustees will decide
what, if any, steps should be taken if there is a difference of more than
0.50 of 1% between the two values. The Trustees will take any steps they
consider appropriate (such as redemption in kind or shortening the
average portfolio maturity) to minimize any material dilution or other
unfair results arising from differences between the two methods of
determining net asset value.

INVESTMENT RESTRICTIONS

The Rule requires that the Fund limit its investments to instruments
that, in the opinion of the Trustees, present minimal credit risks and if
rated, have received the requisite rating from one or more nationally
recognized statistical rating organizations. If the instruments are not
rated, the Trustees must determine that they are of comparable quality.
Shares of investment companies purchased by the Fund will meet these same
criteria and will have investment policies consistent with the Rule. The
Rule also requires the Fund to maintain a dollar-weighted average
portfolio maturity (not more than 90 days) appropriate to the objective
of maintaining a stable net asset value of $1.00 per share. In addition,
no instruments with a remaining maturity of more than 397 days can be
purchased by the Fund.

<PAGE> 92

Should the disposition of a portfolio security result in a
dollar-weighted average portfolio maturity of more than 90 days, the Fund
will invest its available cash to reduce the average maturity to 90 days
or less as soon as possible.

The Fund may attempt to increase yield by trading portfolio securities to
take advantage of short-term market variations. This policy may, from
time to time, result in high portfolio turnover. Under the amortized
cost method of valuation, neither the amount of daily income nor the net
asset value is affected by any unrealized appreciation or depreciation of
the portfolio.

In periods of declining interest rates, the indicated daily yield on
shares of the Fund computed by dividing the annualized daily income on
the Fund's portfolio by the net asset value computed as above may tend to
be higher than a similar computation made by using a method of valuation
based upon market prices and estimates.

In periods of rising interest rates, the indicated daily yield on shares
of the Fund computed the same way may tend to be lower than a similar
computation made by using a method of calculation based upon market
prices and estimates.

REDEEMING SHARES

Shares are redeemed at the next computed net asset value after the Fund
receives the redemption request. Redemption procedures are explained in the
respective prospectuses under "Redeeming Shares." Although the Custodian does
not charge for telephone redemptions, it reserves the right to charge a fee for
the cost of wire-transferred redemptions of less than $10,000.

REDEMPTION IN KIND

The Trust has elected to be governed by Rule 18f-1 of the Investment Company
Act of 1940 under which the Trust is obligated to redeem shares for any one
shareholder in cash up to the lesser of $250,000 or 1% of a Fund's net asset
value during any 90-day period. Any redemption beyond this amount will also be
in cash unless the Trustees determine that payments should be in kind. In such
a case, the Trust will pay all or a portion of the remainder of the redemption
in portfolio instruments, valued in the same way as the Fund determines net
asset value. The portfolio instruments will be selected in a manner that the
Trustees deem fair and equitable.

Redemption in kind is not as liquid as a cash redemption. If redemption is
made in kind, shareholders receiving their securities and selling them before
their maturity could receive less than the redemption value of their securities
and could incur certain transaction costs.

TAX STATUS

THE FUND'S TAX STATUS

The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax treatment
afforded to such companies. To qualify for this treatment, the Fund must,
among other requirements:

o derive at least 90% of its gross income from dividends, interest, and
gains from the sale of securities;

<PAGE> 93
o derive less than 30% of its gross income from the sale of securities
held less than three months;

o invest in securities within certain statutory limits; and

o distribute to its shareholders at least 90% of its net income earned
during the year.

SHAREHOLDERS' TAX STATUS

Shareholders are subject to federal income tax on dividends received as cash or
additional shares. No portion of any income dividend paid by the Fund is
eligible for the dividends received deduction available to corporations. These
dividends and any short-term capital gains are taxable as ordinary income.

CAPITAL GAINS

Capital gains experienced by the Fund could result in an increase in
dividends. Capital losses could result in a decrease in dividends. If,
for some extraordinary reason, the Fund realizes net long-term capital
gains, it will distribute them at least once every 12 months.

STATE AND LOCAL TAXES

The Fund intends to limit its investments to U.S. government securities paying
interest which, if owned directly by shareholders of the Fund, would generally
be exempt from state personal income tax. However, from time to time, the Fund
may also invest in other U.S. government securities if the Advisor deems it
advantageous to do so. Moreover, under the laws of some states, the net
investment income generally distributed by the Fund may be taxable to
shareholders. State laws differ on this issue, and shareholders are urged to
consult their own tax advisers regarding the status of their accounts under
state and local tax laws.

YIELD

The yield for Investment Shares and Trust Shares were 5.05% and 5.03%,
respectively, for the seven-day period ended July 31, 1997.

The Fund calculates the yield for both classes of shares daily, based upon the
seven days ending on the day of the calculation, called the "base period."
This yield is computed by:

o determining the net change in the value of a hypothetical account with
a balance of one Share at the beginning of the base period, with the
net change excluding capital changes but including the value of any
additional Shares purchased with dividends earned from the original
one Share and all dividends declared on the original and any purchased
Shares;

o dividing the net change in the account's value by the value of the
account at the beginning of the base period to determine the base
period return; and

o multiplying the base period return by (365/7).

To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in either
class of shares, the performance will be reduced for those shareholders paying
those fees.

<PAGE> 94

EFFECTIVE YIELD

The effective yield for Investment Shares and Trust Shares were 5.05% and 5.05%
respectively, for the seven-day period ended July 31, 1997.

The Fund's effective yield for both classes of shares is computed by
compounding the unannualized base period return by:

o adding 1 to the base period return;

o raising the sum to the 365/7th power; and

o subtracting 1 from the result.

PERFORMANCE COMPARISONS

The performance of both classes of shares depends upon such variables as:

o portfolio quality;

o average portfolio maturity;

o type of instruments in which the portfolio is invested;

o changes in interest rates on money market instruments;

o changes in expenses of the Fund or of either class of shares; and

o the relative amount of Fund cash flow.

Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance, investors
should consider all relevant factors such as the composition of any index used,
prevailing market conditions, portfolio compositions of other funds, and
methods used to value portfolio securities and compute offering price.

o LIPPER ANALYTICAL SERVICES, INC. ranks funds in various fund
categories by making comparative calculations using total return.
Total return assumes the reinvestment of all income dividends and
capital gains distributions, if any. From time to time, the Fund will
quote its Lipper ranking for either class of shares in the "short-term
U.S. government funds" category in advertising and sales literature.

o SALOMON 30 DAY TREASURY BILL INDEX is a weekly quote of the most
representative yields for selected securities issued by the U.S.
Treasury, maturing in 30 days.

o DONOGHUE'S MONEY FUND REPORT publishes annualized yields of hundreds
of money market funds on a weekly basis and through its Money Market
Insight publication reports monthly and 12-month-to-date investment
results for the same money funds.

<PAGE> 95

Advertisements and other sales literature for either class of shares may refer
to total return. Total return is the historic change in the value of an
investment in either class of shares based on the reinvestment of dividends
over a specified period of time.

<PAGE> 96

FOUNTAIN SQUARE COMMERCIAL PAPER FUND

(A PORTFOLIO OF FOUNTAIN SQUARE FUNDS)

INVESTMENT SHARES

TRUST SHARES

COMBINED STATEMENT OF ADDITIONAL INFORMATION

The Trust Shares and Investment Shares of Fountain Square Commercial Paper Fund
(the "Fund") represent interests in a diversified portfolio of securities.
This Combined Statement of Additional Information should be read with the
prospectus for Trust Shares and Investment Shares dated September 30, 1997.
This Statement is not a prospectus itself. To receive a copy of the
prospectus, please write the Fund or call toll-free, (888) 799-5353.

FOUNTAIN SQUARE FUNDS
C/O FIFTH THIRD BANK
38 FOUNTAIN SQUARE PLAZA
CINCINNATI, OHIO 45263

Statement dated September 30, 1997

<PAGE> 97

TABLE OF CONTENTS

<TABLE>
<S> <C>
GENERAL INFORMATION ABOUT THE FUND................................................. 1

INVESTMENT OBJECTIVES AND POLICIES................................................. 1
Types of Investments....................................................... 1

U.S. Government Obligations........................................ 1
Bank Instruments................................................... 2

When-Issued and Delayed Delivery Transactions.............................. 2
Repurchase Agreements...................................................... 2
Reverse Repurchase Agreements.............................................. 2
Investment Limitations..................................................... 3

Selling Short and Buying on Margin................................. 3
Issuing Senior Securities and Borrowing Money...................... 3
Pledging Securities................................................ 3
Investing in Commodities, Commodity Contracts, or Real Estate...... 3
Underwriting....................................................... 3
Lending Cash or Securities......................................... 3
Acquiring Securities............................................... 3
Diversification of Investments..................................... 3
Concentration of Investments....................................... 4
Investing in Securities of Other Investment Companies.............. 4
Investing in Restricted Securities................................. 4
Investing in New Issuers........................................... 4
Investing in Minerals.............................................. 4

FOUNTAIN SQUARE FUNDS MANAGEMENT................................................... 5
Officers and Trustees...................................................... 5
Fund Ownership............................................................. 6
Trustees' Compensation..................................................... 7
Trustee Liability.......................................................... 7

INVESTMENT ADVISORY SERVICES....................................................... 7
Advisor to the Fund........................................................ 7
Advisory Fees.............................................................. 8

BROKERAGE TRANSACTIONS............................................................. 8

ADMINISTRATIVE SERVICES............................................................ 8
Transfer Agent and Dividend Disbursing Agent............................... 9

PURCHASING SHARES.................................................................. 9
Distribution Plan (Investment Shares)...................................... 9
Conversion to Federal Funds................................................ 10

DETERMINING NET ASSET VALUE........................................................ 10
Use of the Amortized Cost Method........................................... 10

Monitoring Procedures.............................................. 10
Investment Restrictions............................................ 10

REDEEMING SHARES................................................................... 11
Redemption in Kind......................................................... 11

TAX STATUS......................................................................... 12
The Fund's Tax Status...................................................... 12
Shareholders' Tax Status................................................... 12

YIELD.............................................................................. 12

EFFECTIVE YIELD.................................................................... 13

PERFORMANCE COMPARISONS............................................................ 13
</TABLE>

<PAGE> 98

GENERAL INFORMATION ABOUT THE FUND

Fountain Square Commercial Paper Fund (the "Fund") is a portfolio in the
Fountain Square Funds (the "Trust"). The Trust was established as a
Massachusetts business trust under a Declaration of Trust dated September 15,
1988.

Shares of the Fund are offered in two classes, Trust Shares and Investment
Shares (individually and collectively referred to as "Shares"). This Combined
Statement of Additional Information relates to the above-mentioned Shares of
the Fund.

INVESTMENT OBJECTIVES AND POLICIES

The Fund's investment objective is to provide current income consistent with
stability of principal. The investment objective cannot be changed without
approval of shareholders.

TYPES OF INVESTMENTS

The Fund invests in money market instruments which mature in 13 months or less.
At least 65% of the assets of the Fund will be invested in commercial paper.
The remaining portion of Fund assets will be invested in money market
instruments which include, but are not limited to, bank instruments and U.S.
government obligations.

The instruments of banks and savings and loans whose deposits are insured by
Bank Insurance Fund ("BIF") or the Savings Association Insurance Fund ("SAIF"),
such as certificates of deposit, demand and time deposits, and bankers'
acceptances, are not necessarily guaranteed by that organization.

U.S. GOVERNMENT OBLIGATIONS

The types of U.S. government obligations in which the Fund may invest
generally include direct obligations of the U.S. Treasury, such as U.S.
Treasury bills, notes, and bonds, and obligations issued or guaranteed by
U.S. government agencies or instrumentalities. These securities are
backed by:

o the full faith and credit of the U.S. Treasury;

o the issuer's right to borrow from the U.S. Treasury;

o the discretionary authority of the U.S. government to purchase
certain obligations of agencies or instrumentalities; or

o the credit of the agency or instrumentality issuing the obligations.

Examples of agencies and instrumentalities which may not always receive
financial support from the U.S. government are:

o Farm Credit Banks;

o Federal Home Loan Banks;

o Federal National Mortgage Association;

<PAGE> 99

o Student Loan Marketing Association; and

o Federal Home Loan Mortgage Corporation.

BANK INSTRUMENTS

In addition to domestic bank obligations such as certificates of deposit,
demand and time deposits, and bankers' acceptances, the Fund may invest
in:

o Eurodollar Certificates of Deposit issued by foreign branches of
U.S. or foreign banks;

o Eurodollar Time Deposits, which are U.S. dollar-denominated
deposits in foreign branches of U.S. or foreign banks; and

o Yankee Certificates of Deposit, which are U.S. dollar-denominated
certificates of deposit issued by U.S. branches of foreign
banks and held in the United States.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

REPURCHASE AGREEMENTS

The Fund or its custodian will take possession of the securities subject to
repurchase agreements and these securities will be marked to market daily. To
the extent that the original seller does not repurchase the securities from the
Fund, the Fund could receive less than the repurchase price on any sale of such
securities. In the event that such a defaulting seller filed for bankruptcy or
became insolvent, disposition of such securities by the Fund might be delayed
pending court action. The Fund believes that under the regular procedures
normally in effect for custody of the Fund's portfolio securities subject to
repurchase agreements, a court of competent jurisdiction would rule in favor of
the Fund and allow retention or disposition of such securities. The Fund will
only enter into repurchase agreements with banks and other recognized financial
institutions such as broker/dealers, which are deemed by the Fund's Advisor to
be creditworthy, pursuant to guidelines established by the Board of Trustees
(the "Trustees").

REVERSE REPURCHASE AGREEMENTS

The Fund may also enter into reverse repurchase agreements. This transaction
is similar to borrowing cash. In a reverse repurchase agreement, the Fund
transfers possession of a portfolio instrument to another person, such as a
financial institution, broker, or dealer, in return for a percentage of the
instrument's market value in cash, and agrees that on a stipulated date in the
future the Fund will repurchase the portfolio instrument by remitting the
original consideration plus interest at an agreed upon rate. The use of
reverse repurchase agreements may enable the Fund to avoid selling portfolio
instruments at a time when a sale may be deemed to be disadvantageous, but the
ability to enter into reverse repurchase agreements does not ensure that the
Fund will be able to avoid selling portfolio instruments at a disadvantageous
time.

<PAGE> 100

When effecting reverse repurchase agreements, liquid assets of the Fund, in a
dollar amount sufficient to make payment for the obligations to be purchased,
are segregated on the Fund's records at the trade date. These securities are
market to market daily and maintained until the transaction is settled.

INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN

The Fund will not sell any money market instruments short or purchase any
money market instruments on margin but may obtain such short-term credits
as may be necessary for clearance of purchases and sales of money market
instruments.

ISSUING SENIOR SECURITIES AND BORROWING MONEY

The Fund will not issue senior securities except that the Fund may borrow
money directly or through reverse repurchase agreements as a temporary
measure for extraordinary or emergency purposes and then only in amounts
not in excess of 5% of the value of its total assets or in an amount up
to one-third of the value of its total assets, including the amount
borrowed, in order to meet redemption requests without immediately
selling portfolio instruments. Any direct borrowings need not be
collateralized.

PLEDGING SECURITIES

The Fund will not pledge securities.

INVESTING IN COMMODITIES, COMMODITY CONTRACTS, OR REAL ESTATE

The Fund will not invest in commodities, commodity contracts, or real
estate, except that it may purchase money market instruments issued by
companies that invest in real estate or sponsor such interests.

UNDERWRITING

The Fund will not engage in underwriting of securities issued by others.

LENDING CASH OR SECURITIES

The Fund will not lend any of its assets, except that it may purchase or
hold money market instruments, including repurchase agreements and
variable rate demand notes, permitted by the investment objective and
policies.

ACQUIRING SECURITIES

The Fund will not acquire the voting securities of any issuer. It will
not invest in securities of a company for the purpose of exercising
control or management.

DIVERSIFICATION OF INVESTMENTS

With respect to 75% of the value of its total assets, the Fund will not
purchase securities issued by any one issuer having a value of more than
5% of the value of its total assets except repurchase agreements and U.S.
government obligations. The total amount of the remaining 25% of the
value of the Fund's total assets may be invested in a single issuer if
the investment Advisor believes such a strategy to be prudent.

<PAGE> 101

The Fund considers the type of bank obligations it purchases to be cash
items.

CONCENTRATION OF INVESTMENTS

The Fund will not invest more than 25% of the value of its total assets
in any one industry except commercial paper of finance companies.

However, the Fund reserves the right to invest more than 25% of its net
assets in domestic bank instruments (such as time and demand deposits and
certificates of deposit), U.S. government obligations or instruments
secured by these money market instruments, such as repurchase agreements.
The Fund will not invest more than 25% of its net assets in instruments
of foreign banks.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The Fund can acquire up to 3% of the total outstanding securities of
other investment companies. The Fund will limit its investments in the
securities of other investment companies to those of money market funds
having investment objectives and policies similar to its own. The Fund
will purchase securities of other investment companies only in
open-market transactions involving no more than customary broker's
commissions. However, there is no limitation applicable to securities of
any investment company acquired in a merger, consolidation, or
acquisition of assets.

The above investment limitations cannot be changed without shareholder
approval. The Fund does not consider the issuance of separate classes of
shares to involve the issuance of "senior securities" within the meaning of the
investment limitation set forth above. The following investment limitations,
however, may be changed by Trustees without shareholder approval. Shareholders
will be notified before any material change in these policies becomes
effective.

INVESTING IN RESTRICTED SECURITIES

The Fund will not invest more than 10% of the value of its net assets in
securities which are subject to restrictions on resale under federal
securities laws.

INVESTING IN NEW ISSUERS

The Fund will not invest more than 5% of the value of its total assets in
securities of issuers which have records of less than three years of
continuous operations, including the operation of any predecessor.

INVESTING IN MINERALS

The Fund will not purchase interests in oil, gas, or other mineral
exploration or development programs or leases, although it may purchase
the securities of issuers which invest in or sponsor such programs.

4
<PAGE> 102

FOUNTAIN SQUARE FUNDS MANAGEMENT

OFFICERS AND TRUSTEES

Officers and Trustees of the Trust are listed with their addresses, principal
occupations, and present positions. Except as listed below, none of the
Trustees or Officers are affiliated with The Fifth Third Bank ("Fifth Third
Bank"), Fifth Third Bancorp, or BISYS Fund Services, L.P.

Albert E. Harris
5905 Graves Road
Cincinnati, OH
Birthdate: July 2, 1932

Member of the Board of Trustees

Formerly, Chairman of the Board EDB Holdings, Inc. (retired July, 1993).

Edward Burke Carey
394 East Town Street
Columbus, OH
Birthdate: July 2, 1945

Member of the Board of Trustees

President of Carey Leggett Realty Advisors.

Lee A. Carter
2120 Star Bank Center
425 Walnut Street
Cincinnati, OH
Birthdate: December 17, 1938

Member of the Board of Trustees

Formerly, President, Local Marketing Corporation (retired December 31, 1993).

<PAGE> 103

Stephen G. Mintos
3435 Stelzer Road
Columbus, Ohio 43219-3035
Birthdate: February 5, 1954

President

From January 1987 to the present, employee of BISYS Fund Services, Inc.

George R. Landreth
3435 Stelzer Road
Columbus, Ohio 43219-3035
Birthdate: July 11, 1942

Vice President

From December 1992 to present, employee of BISYS Fund Services, Inc.; from July
1991 to December 1992, employee of PNC Financial Corporation.

Jeffrey C. Cusick
3435 Stelzer Road
Columbus, Ohio 43219-3035
Birthdate: May 19, 1959

Secretary and Treasurer

FUND OWNERSHIP

Officers and Trustees own less than 1% of the Fund's outstanding Shares.

As of July 31, 1997, Fifth Third Bank as nominee for numerous trust and agency
accounts, was the owner of record of 341,827,864 Trust Shares (100%) of the
Fund.

As of July 31, 1997, no shareholders of record owned 5% or more of the
outstanding Investment Shares of the Fund.

<PAGE> 104

TRUSTEES' COMPENSATION

<TABLE>
<CAPTION>
NAME, AGGREGATE
POSITION WITH COMPENSATION FROM
TRUST TRUST *+
<S> <C>
Edward Burke Carey $7,800
Trustee

Lee A. Carter $6,600
Trustee

Albert E. Harris $9,800
Trustee

</TABLE>

*Information is furnished for the fiscal year ended July 31, 1997. The Trust
is the only investment company in the Fund complex.

+The aggregate compensation is provided for the Trust which is comprised of
thirteen portfolios.

TRUSTEE LIABILITY

INVESTMENT ADVISORY SERVICES

ADVISOR TO THE FUND

The Fund's investment Advisor is Fifth Third Bank (the "Advisor"). It provides
investment advisory services through its Trust and Investment Division. Fifth
Third Bank is a wholly-owned subsidiary of Fifth Third Bancorp.

Because of the internal controls maintained by Fifth Third Bank to restrict the
flow of non-public information, Fund investments are typically made without any
knowledge of Fifth Third Bank's or its affiliates' lending relationships with
an issuer.

<PAGE> 105

ADVISORY FEES

For its advisory services, Fifth Third Bank receives an annual investment
advisory fee as described in the prospectus.

For the fiscal years ended July 31, 1997, 1996 and 1995, the Advisor earned
$1,357,544, $1,073,513 and $958,506, respectively, of which $139,109, $182,807
and $190,170, were voluntarily waived because of undertakings to limit the
Fund's expenses.

BROKERAGE TRANSACTIONS

The Advisor may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Fund or to the
Advisor and may include:

o advice as to the advisability of investing in securities;

o security analysis and reports;

o economic studies;

o industry studies;

o receipt of quotations for portfolio evaluations; and

o similar services.

For the fiscal years ended July 31, 1997, 1996 and 1995, the Fund did not pay
any commissions on brokerage transactions.

ADMINISTRATIVE SERVICES

<PAGE> 106

period ending December 1, 1995, and for the fiscal year ended July 31, 1995,
the Fund incurred administrative fees of $88,764 and $166,528, respectively.

Effective December 1, 1995, BISYS Fund Services L.P., 3435 Stelzer Road,
Columbus, Ohio 43219, provided administrative services to the Fund for the fees
set forth in the prospectus. For the fiscal years ended July 31, 1997 and
1996, BISYS Fund Services L.P. earned administrative fees of $426,394 and
$127,811, respectively, of which $128,042 and $0 were voluntarily waived.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Fifth Third Bank also maintains the Trust's accounting records. The fee paid
for this service is based upon the level of the Funds' average net assets for
the period plus out-of-pocket expenses.

PURCHASING SHARES

DISTRIBUTION PLAN (INVESTMENT SHARES)

With respect to the Investment Shares class of the Fund, the Trust has adopted
a Plan pursuant to Rule 12b-1 which was promulgated by the Securities and
Exchange Commission pursuant to the Investment Company Act of 1940. The Plan
provides for payment of fees to the distributor to finance any activity which
is principally intended to result in the sale of Investment Shares of the Fund
subject to the Plan. Such activities may include the advertising and marketing
of Investment Shares; preparing, printing, and distributing prospectuses and
sales literature to prospective shareholders, brokers, or administrators; and
implementing and operating the Plan. Pursuant to the Plan the distributor may
pay fees to brokers for distribution and administrative services and to
administrators for administrative services as to Investment Shares. The
administrative services are provided by a representative who has knowledge of
the shareholder's particular circumstances and goals, and include, but are not
limited to: communicating account openings; communicating account closings;
entering purchase transactions; entering purchase transactions; providing or
arranging to provide accounting support for all transactions, wiring funds and
receiving funds for Investment Share purchases and redemptions, confirming and
reconciling all transactions, reviewing the activity in Fund accounts, and
providing training and supervision of broker personnel; posting and reinvesting
dividends to Fund accounts or arranging for this service to be performed by the
Fund's transfer agent; and maintaining and distributing current copies of
prospectuses and shareholder reports to the beneficial owners of Investment
Shares and prospective shareholders.

<PAGE> 107

The Board of Trustees expects that the Plan will result in the sale of
sufficient number of Investment Shares so as to allow the Fund to achieve
economic viability. It is also anticipated that an increase in the size of the
Fund will facilitate more efficient portfolio management and assist the Fund in
seeking to achieve its investment objective.

For the fiscal years ended July 31, 1997 and 1996, distribution fees applicable
to Investment Shares paid to the Fund's distributor amounted to $92,287 and
$55,852, all of which were voluntarily waived.

CONVERSION TO FEDERAL FUNDS

DETERMINING NET ASSET VALUE

The Fund attempts to stabilize the value of a share at $1.00. The days on
which net asset value is calculated by the Fund are described in the
prospectus.

USE OF THE AMORTIZED COST METHOD

MONITORING PROCEDURES

The Trustees will take any steps they consider appropriate (such as
redemption in kind or shortening the average portfolio maturity) to
minimize any material dilution or other unfair results arising from
differences between the two methods of determining net asset value.

INVESTMENT RESTRICTIONS

<PAGE> 108

objective of maintaining a stable net asset value of $1.00 per share. In
addition, no instruments with a remaining maturity of more than 397 days
can be purchased by the Fund.

REDEEMING SHARES

The Fund redeems Shares at the next computed net asset value after the Fund
receives the redemption request. Redemption procedures are explained in the
respective prospectuses under "Redeeming Shares." Although the custodian does
not charge for telephone redemptions, it reserves the right to charge a fee for
the cost of wire-transferred redemptions of less than $10,000.

REDEMPTION IN KIND

<PAGE> 109

TAX STATUS

THE FUND'S TAX STATUS

o derive at least 90% of its gross income from dividends, interest,
and gains from the sale of securities;

o derive less than 30% of its gross income from the sale of securities
held less than three months;

o invest in securities within certain statutory limits; and

o distribute to its shareholders at least 90% of its net income earned
during the year.

SHAREHOLDERS' TAX STATUS

CAPITAL GAINS

YIELD

The yield for Investment Shares and Trust Shares were 5.17% and 5.17%
respectively, for the seven-day period ended July 31, 1997.

The Fund calculates the yield for both classes of shares daily, based upon the
seven days ending on the day of the calculation, called the "base period."
This yield is computed by:

o determining the net change in the value of a hypothetical account with a

o balance of one Share at the beginning of the base period, with the net
change excluding capital changes but including the value of any additional
Shares purchased with dividends earned from the original one Share and all
dividends declared on the original and any purchased Shares;

o dividing the net change in the account's value by the value of the account
at the beginning of the base period to determine the base period return;
and

o multiplying the base period return by (365/7).

<PAGE> 110

EFFECTIVE YIELD

The effective yield for Investment Shares and Trust Shares were 5.20% and 5.20%
respectively, for the seven-day period ended July 31, 1997.

The Fund's effective yield for both classes of shares is computed by
compounding the unannualized base period return by:

o adding 1 to the base period return;

o raising the sum to the 365/7th power; and

o subtracting 1 from the result.

PERFORMANCE COMPARISONS

The performance of both classes of shares depends upon such variables as:

o portfolio quality;

o average portfolio maturity;

o type of instruments in which the portfolio is invested;

o changes in interest rates on money market instruments;

o changes in expenses of the Fund or of either class of shares; and

o the relative amount of Fund cash flow.

Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance, investors
should consider all relevant factors such as the composition of any index used,
prevailing market conditions, portfolio compositions of other funds, and methods
used to value portfolio securities and compute offering price. The financial
publications land/or indices which the Fund uses in advertising may include:

o LIPPER ANALYTICAL SERVICES, INC. ranks funds in various fund
categories by making comparative calculations using total return.
Total return assumes the reinvestment of all income dividends and
capital gains distributions, if any. From time to time, the Fund will
quote its Lipper ranking in the money market instruments category in
advertising and sales literature.

o BANK RATE MONITOR NATIONAL INDEX. Miami Beach, Florida, is a
financial reporting service which publishes weekly average rates of 50
leading bank and thrift institution money market deposit accounts.
The rates published in the index are averages of the personal account
rates

<PAGE> 111

offered on the Wednesday prior to the date of publication by ten of
the largest banks and thrifts in each of the five largest Standard
Metropolitan Statistical Areas. Account minimums range upward from
$2,500 in each institution, and compounding methods vary. If more
than one rate is offered, the lowest rate is used. Rates are subject
to change at any time specified by the institution.

o DONOGHUE'S MONEY FUND REPORT publishes annualized yields of
hundreds of money market funds on a weekly basis and through its
Money Market Insight publication reports monthly and
12-month-to-date investment results for the same money funds.

<PAGE> 112

FOUNTAIN SQUARE U.S. TREASURY
OBLIGATIONS FUND

(A PORTFOLIO OF FOUNTAIN SQUARE FUNDS)

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information should be read with the prospectus of
Fountain Square U.S. Treasury Obligations Fund (the "Fund") dated September 30,
1997. This Statement is not a prospectus itself. To receive a copy of the
prospectus, please write the Fund or call toll-free, (888) 799-5353.

FOUNTAIN SQUARE FUNDS
C/O FIFTH THIRD BANK
38 FOUNTAIN SQUARE PLAZA
CINCINNATI, OHIO 45263

Statement dated September 30, 1997

<PAGE> 113

TABLE OF CONTENTS
- -----------------------------------------------------------------------------

<TABLE>
<S> <C>
GENERAL INFORMATION ABOUT THE FUND .......................................... 1

INVESTMENT OBJECTIVE AND POLICIES ........................................... 1
Types of Investments ................................................ 1
When-Issued and Delayed Delivery Transactions ....................... 1
Repurchase Agreements ............................................... 1
Reverse Repurchase Agreements ....................................... 1
Investment Limitations .............................................. 2
Selling Short and Buying on Margin .......................... 2
Issuing Senior Securities and Borrowing Money ............... 2
Pledging Assets ............................................. 2
Lending Cash or Securities .................................. 2
Investing in Securities of Other Investment Companies ....... 3

FOUNTAIN SQUARE FUNDS MANAGEMENT ............................................ 3
Officers and Trustees ............................................... 3
Fund Ownership ...................................................... 5
Trustees' Compensation .............................................. 5
Trustee Liability ................................................... 5

INVESTMENT ADVISORY SERVICES ................................................ 5
Advisor to the Fund ................................................. 5
Advisory Fees ....................................................... 6

BROKERAGE TRANSACTIONS ...................................................... 6

ADMINISTRATIVE SERVICES ..................................................... 6
Transfer Agent and Dividend Disbursing Agent ........................ 7

PURCHASING SHARES ........................................................... 7
Conversion to Federal Funds ......................................... 7

DETERMINING NET ASSET VALUE ................................................. 7
Use of the Amortized Cost Method .................................... 7
Monitoring Procedures ....................................... 8
Investment Restrictions ..................................... 8

REDEEMING SHARES ............................................................ 8
Redemption in Kind .................................................. 9

TAX STATUS .................................................................. 9
The Fund's Tax Status ............................................... 9
Shareholders' Tax Status ............................................ 9
Capital Gains ............................................... 9

YIELD ....................................................................... 10

EFFECTIVE YIELD ............................................................. 10

PERFORMANCE COMPARISONS ..................................................... 10
</TABLE>

<PAGE> 114

GENERAL INFORMATION ABOUT THE FUND

Fountain Square U.S. Treasury Obligations Fund (the "Fund") is a portfolio in
the Fountain Square Funds (the "Trust"). The Trust was established as a
Massachusetts business trust under a Declaration of Trust dated September 15,
1988.

INVESTMENT OBJECTIVE AND POLICIES

The Fund's investment objective is to provide stability of principal and
current income consistent with stability of principal.

The investment objective and policies cannot be changed without approval of
shareholders.

TYPES OF INVESTMENTS

The Fund invests in U.S. Treasury obligations maturing in one year or less.
U.S. Treasury obligations as used herein refers to evidences of indebtedness
issued by the United States, which are fully guaranteed as to principal and
interest by the United States maturing in one year or less from the date of
acquisition. The Fund may also retain Fund assets in cash.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

REPURCHASE AGREEMENTS

The Fund or its custodian will take possession of the securities subject to
repurchase agreements and these securities will be marked to market daily. To
the extent that the original seller does not repurchase the securities from the
Fund, the Fund could receive less than the repurchase price on any sale of such
securities. In the event that such a defaulting seller filed for bankruptcy or
became insolvent, disposition of such securities by the Fund might be delayed
pending court action. The Fund believes that under the regular procedures
normally in effect for custody of the Fund's portfolio securities subject to
repurchase agreements, a court of competent jurisdiction would rule in favor of
the Fund and allow retention or disposition of such securities. The Fund will
only enter into repurchase agreements with banks and other recognized financial
institutions such as broker/dealers which are deemed by the Fund's Advisor to
be creditworthy pursuant to guidelines established by the Board of Trustees
(the "Trustees").

REVERSE REPURCHASE AGREEMENTS

<PAGE> 115

agrees that on a stipulated date in the future the Fund will repurchase the
portfolio instrument by remitting the original consideration plus interest at
an agreed upon rate.

When effecting reverse repurchase agreements, liquid assets of the Fund, in a
dollar amount sufficient to make payment for the obligations to be purchased,
are segregated on the Fund's records at the trade date. These securities are
marked to market daily and maintained until the transaction is settled.

During the period any reverse repurchase agreements are outstanding, the Fund
will restrict the purchase of portfolio instruments to money market instruments
maturing on or before the expiration date of the reverse repurchase agreements,
but only to the extent necessary to assure completion of the reverse repurchase
agreements.

The use of reverse repurchase agreements may enable the Fund to avoid selling
portfolio instruments at a time when a sale may be deemed to be
disadvantageous, but the ability to enter into reverse repurchase agreements
does not ensure that the Fund will be able to avoid selling portfolio
instruments at a disadvantageous time.

INVESTMENT LIMITATIONS

The Fund will not change any of the investment limitations described below
without approval of shareholders.

SELLING SHORT AND BUYING ON MARGIN

The Fund will not sell any portfolio instruments short or purchase any
portfolio instruments on margin but may obtain such short-term credits as
may be necessary for clearance of purchases and sales of portfolio
instruments.

ISSUING SENIOR SECURITIES AND BORROWING MONEY

The Fund will not borrow money or engage in reverse repurchase agreements
for investment leverage purposes.

PLEDGING ASSETS

LENDING CASH OR SECURITIES

The Fund will not lend any of its assets, except that it may purchase or
hold U.S. Treasury obligations, including repurchase agreements,
permitted by its investment objective and policies.

<PAGE> 116

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The Fund can acquire up to 3 percent of the total outstanding securities
of other investment companies with similar investment objectives and
policies. The Fund will limit its investments in the securities of other
investment companies to those of money market funds having investment
objectives and policies similar to its own. The Fund will purchase
securities of other investment companies only in open-market transactions
involving no more than customary broker's commissions. However, there is
no limitation applicable to securities of any investment company acquired
in a merger, consolidation, or acquisition of assets.

Except with respect to borrowing money, if a percentage limitation is adhered
to at the time of investment, a later increase or decrease in percentage
resulting from any change in value or net assets will not result in a violation
of such restriction. In connection with investing in shares of other
investment companies, it should be noted that investment companies incur
certain expenses such as management fees, and, therefore, any investment by the
Fund in such shares would be subject to customary expenses.

FOUNTAIN SQUARE FUNDS MANAGEMENT

OFFICERS AND TRUSTEES

Albert E. Harris
5905 Graves Road
Cincinnati, OH
Birthdate: July 2, 1932

Chairman of the Board of Trustees

Formerly, Chairman of the Board EDB Holdings. Inc. (retired July, 1993).

Edward Burke Carey
394 East Town Street
Columbus, OH
Birthdate: July 2, 1945

Member of the Board of Trustees

President of Carey Leggett Realty Advisors.

<PAGE> 117

Lee A. Carter
2120 Star Bank Center
425 Walnut Street
Cincinnati, OH
Birthdate: December 17, 1938

Member of the Board of Trustees

Formerly, President, Local Marketing Corporation (retired December 31, 1993).

Stephen G. Mintos
3435 Stelzer Road
Columbus, Ohio 43219-3035
Birthdate: February 5, 1954

President

From January 1987 to the present, employee of BISYS Fund Services, Inc.

George R. Landreth
3435 Stelzer Road
Columbus, Ohio 43219-3035
Birthdate: July 11, 1942

Vice President

From December 1992 to present, employee of BISYS Fund Services, Inc.; from July
1991 to December 1992, employee of PNC Financial Corporation.

Jeffrey C. Cusick
3435 Stelzer Road
Columbus, Ohio 43219-3035
Birthdate: May 19, 1959

Secretary and Treasurer

<PAGE> 118

FUND OWNERSHIP

Officers and Trustees own less than 1% of the Fund's outstanding shares. As of
July 31, 1997, Fifth Third Bank as nominee for numerous trust and agency
accounts, was the owner of record of 539,040,314 Shares (100%) of the Fund.

TRUSTEES' COMPENSATION

NAME, AGGREGATE COMPENSATION
POSITION WITH TRUST FROM TRUST +
<S> <C>
Edward Burke Carey $7,800
Trustee

Lee A. Carter $6,600
Trustee

Albert E. Harris $9,800
Trustee

</TABLE>

*Information is furnished for the fiscal year ended July 31, 1997. The Trust
is the only investment company in the Fund complex.

+The aggregate compensation is provided for the Trust which is comprised of
thirteen portfolios.

TRUSTEE LIABILITY

INVESTMENT ADVISORY SERVICES

ADVISOR TO THE FUND

<PAGE> 119

ADVISORY FEES

For its advisory services, Fifth Third Bank receives an annual investment
advisory fee as described in the prospectus.

For the fiscal years ended July 31, 1997, 1996 and 1995, the Advisor earned
$1,965,939, $1,557,358 and $1,377,583, respectively, of which $655,154,
$470,081 and $395,440, were voluntarily waived, respectively, because of
undertakings to limit the Fund's expenses.

BROKERAGE TRANSACTIONS

The Advisor may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Fund or to the
Advisor and may include:

o advice as to the advisability of investing in securities;

o security analysis and reports;

o economic studies;

o industry studies;

o receipt of quotations for portfolio evaluations; and

o similar services.

For the fiscal years ended July 31, 1997, 1996 and 1995, the Fund did not pay
any commissions on brokerage transactions.

ADMINISTRATIVE SERVICES

Until December 1, 1995, Federated Administrative Services, a subsidiary of
Federated Investors, provided administrative personnel and services to the Fund
for a fee as described in the prospectus. For the four-month

<PAGE> 120

period ending December 1, 1995, and for the fiscal year ended July 31, 1995,
the Fund incurred administrative service fees of $124,224 and $380,685,
respectively.

Effective December 1, 1995, BISYS Fund Services L.P., 3435 Stelzer Road,
Columbus, Ohio 43219, provided administrative services to the Fund for the fees
set forth in the prospectus. For the fiscal years ended July 31, 1997 and
1996, BISYS Fund Services L.P. earned administrative fees of $606,651 and
$188,213, respectively, of which $176,976 and $0 were voluntarily waived.

Effective December 1, 1995, pursuant to a separate agreement with BISYS Fund
Services L.P., Fifth Third Bank performed sub-administrative services on behalf
of the Fund, for which it receives compensation from BISYS Fund Services L.P.
For the fiscal years ended July 31, 1997 and 1996, Fifth Third Bank received
sub-administrative fees of $122,871 and $58,252, respectively.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Fifth Third Bank also maintains the Trust's accounting records. The fee paid
for this service is based upon the level of the Funds' average net assets for
the period plus out-of-pocket expenses.

PURCHASING SHARES

Shares are sold at their net asset value without a sales charge on days the New
York Stock Exchange and the Federal Reserve Bank of Cleveland are open for
business. The procedure for purchasing shares of the Fund is explained in the
prospectus under "Investing in the Fund."

CONVERSION TO FEDERAL FUNDS

DETERMINING NET ASSET VALUE

The Fund attempts to stabilize the value of a share at $1.00. The days on
which net asset value is calculated by the Fund are described in the
prospectus.

USE OF THE AMORTIZED COST METHOD

<PAGE> 121

MONITORING PROCEDURES

The Trustees' procedures include monitoring the relationship between the
amortized cost value per share and the net asset value per share based
upon available indications of market value. The Trustees will decide
what, if any, steps should be taken if there is a difference of more than
.50 of 1% between the two values. The Trustees will take any steps they
consider appropriate (such as redemption in kind or shortening the
average portfolio maturity) to minimize any material dilution or other
unfair results arising from differences between the two methods of
determining net asset value.

INVESTMENT RESTRICTIONS

The Rule requires that the Fund limit its investments to instruments
that, in the opinion of the Trustees, present minimal credit risks and if
rated, have received the requisite rating from one or more nationally
recognized statistical rating organizations. If the instruments are not
rated, the Trustees must determine that they are of comparable quality.
Shares of investment companies purchased by the Fund will meet these same
criteria and will have investment policies consistent with the Rule. The
Rule also requires the Fund to maintain a dollar weighted average
portfolio maturity (not more than 90 days) appropriate to the objective
of maintaining a stable net asset value of $1.00 per share. In addition,
no instruments with a remaining maturity of more than 397 days can be
purchased by the Fund.

Should the disposition of a portfolio security result in a dollar
weighted average portfolio maturity of more than 90 days, the Fund will
invest its available cash to reduce the average maturity to 90 days or
less as soon as possible.

REDEEMING SHARES

Shares are redeemed at the next computed net asset value after the Fund
receives the redemption request. Redemption procedures are explained in the
prospectus under "Redeeming Shares." Although the custodian does not charge
for telephone redemptions, it reserves the right to charge a fee for the cost
of wire-transferred redemptions of less than $10,000.

<PAGE> 122

REDEMPTION IN KIND

The Trust has elected to be governed by Rule 18f-1 of the Investment Company
Act of 1940 under which the Trust is obligated to redeem shares for any one
shareholder in cash only up to the lesser of $250,000 or 1% of a Fund's net
asset value during any 90-day period.

Any redemption beyond this amount will also be in cash unless the Trustees
determine that payments should be in kind. In such a case, the Trust will pay
all or a portion of the remainder of the redemption in portfolio instruments,
valued in the same way as the Fund determines net asset value. The portfolio
instruments will be selected in a manner that the Trustees deem fair and
equitable.

TAX STATUS

THE FUND'S TAX STATUS

o derive at least 90% of its gross income from dividends, interest,
and gains from the sale of securities;

o derive less than 30% of its gross income from the sale of
securities held less than three months;

o invest in securities within certain statutory limits; and

o distribute to its shareholders at least 90% of its net income
earned during the year.

SHAREHOLDERS' TAX STATUS

CAPITAL GAINS

<PAGE> 123

YIELD

The Fund's yield for the seven-day period ended July 31, 1997 was 5.20%. The
Fund calculates its yield daily, based upon the seven days ending on the day of
the calculation, called the "base period." This yield is computed by:

o determining the net change in the value of a hypothetical account
with a

o balance of one share at the beginning of the base period, with
the net change excluding capital changes but including the value
of any additional shares purchased with dividends earned from the
original one share and all dividends declared on the original and
any purchased shares;

o dividing the net change in the account's value by the value of
the account at the beginning of the base period to determine the
base period return; and

o multiplying the base period return by (365/7).

To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in the
Fund, the performance will be reduced for those shareholders paying those fees.

EFFECTIVE YIELD

The Fund's effective yield for the seven-day period ended July 31, 1997 was
5.23%. The Fund's effective yield is computed by compounding the unannualized
base period return by:

o adding 1 to the base period return;

o raising the sum to the 365/7th power; and

o subtracting 1 from the result.

PERFORMANCE COMPARISONS

The Fund's performance depends upon such variables as:

o portfolio quality;

o average portfolio maturity;

o type of instruments in which the portfolio invested;

o changes in interest rates on money market instruments;

o changes in Fund expenses; and

<PAGE> 124
o the relative amount of Fund cash flow.

o LIPPER ANALYTICAL SERVICES, INC. ranks funds in various fund
categories by making comparative calculations using total return.
Total return assumes the reinvestment of all income dividends and
capital gains distributions, if any. From time to time, the Fund
will quote its Lipper ranking in the "short-term U.S. government
funds" category in advertising and sales literature.

o SALOMON 30-DAY TREASURY BILL INDEX is a weekly quote of the most
representative yields for selected securities issued by the U.S.
Treasury, maturing in 30 days.

o DONOGHUE'S MONEY FUND REPORT publishes annualized yields of
hundreds of money market funds on a weekly basis and through its
Money Market Insight publication reports monthly and
12-month-to-date investment results for the same money funds.

Advertisements and other sales literature for the Fund may refer to total
return. Total return is the historic change in the value of an investment in
the Fund based on the monthly reinvestment of dividends over a specified period
of time.

<PAGE> 125

PART C.OTHER INFORMATION.
Item 24. Financial Statements and Exhibits:

(a) Financial Statements incorporated by reference to
the Annual Report to Shareholders of the Fountain Square Funds
dated July 31, 1997 (File No. 811-5669).
(b) Exhibits:
(1) Conformed Copy of Declaration of
Trust of the Registrant including Amendments No. 1
through 7 (4);
(i) Conformed copy of
Amendment No. 8 to the Declaration of Trust(8);
(ii) Conformed copy of
Amendment No. 9 to the Declaration of Trust(7);
(iii) Conformed copy of
Amendment No. 10 to the Declaration of Trust(9);
(2) Copy of By-Laws of the Registrant (4);
(3) Not applicable;
(4) Not applicable;
(5) (i) Conformed Copy of Investment Advisory Contract of
the Registrant through and including Exhibit J
(4);
(a) Conformed Copy of Exhibits K-M to Investment
Advisory Contract of Registrant (9);
(ii) Conformed Copy of Sub-Advisory Agreement (3);
(6) (i) Conformed Copy of Distributor's Contract of
the Registrant(6);
(ii) Copy of Administrative Service Agreement of
the Registrant(8);
(a) Conformed Copy of amended Exhibit A (9);
(7) Not applicable;
(8) Conformed Copy of Custody Agreement of the
Registrant (4);
(i) Conformed Copy of amended Exhibit B (9);
(9) (i) Conformed Copy of Transfer Agency Agreement of
the Registrant (4);
(a) Conformed Copy of amended Schedule A (9);
(ii) Conformed Copy of Management and Administration
Agreement of the Registrant (9);
(iii) Conformed Copy of Sub-Administration
Agreement (9);
(a) Conformed Copy of amended Schedule A (9);
(10) Conformed Copy of Opinion and Consent of Counsel as
to legality of shares being registered (5);
(11) (i) Conformed Copy of Consent of Independent Auditors;
(ii) Conformed Copy of Consent of Counsel;
(12) Not applicable;
(13) Conformed Copy of Initial Capital Understanding (4);
(14) Not applicable;
(15) (i) Conformed Copy of Distribution Plan through and
including Exhibits A and B (6);
(a) Conformed Copy of amended Exhibits A
and B (9);
(ii) Form of Rule 12b-1 Agreement (6);
(a) Copy of amended Exhibit A (9);
(16) (i) Copy of Schedule for Computation of Fund
Performance Data for Fountain Square Balanced
Fund (1);
(ii) Copy of Schedule for Computation of Fund
Performance Data for Fountain Square Commercial
Paper Fund (4);
(iii) Copy of Schedule for Computation of Fund
Performance Data for Fountain Square Government
Cash Reserves Fund (4);
(iv) Copy of Schedule for Computation of Fund
Performance Data for Fountain Square Mid
Cap Fund (1);
(v) Copy of Schedule for Computation of Fund
Performance Data for Fountain Square Quality
Bond Fund (1);
<PAGE> 126

(vii) Copy of Schedule for Computation of Fund
Performance Data for Fountain Square Quality
Growth Fund (1);

(viii) Copy of Schedule for Computation of Fund
Performance Data for Fountain Square Ohio Tax
Free Bond Fund (2);

(ix) Copy of Schedule for Computation of Fund
Performance Data for Fountain Square U.S.
Government Securities Fund (1);

(x) Copy of Schedule for Computation of Fund
Performance Data for Fountain Square U.S.
Treasury Obligations Fund (4);

(xi) Copy of Schedule for Computation of Fund
Performance Data for Fountain Square
International Equity Fund (4);

(xii) Copy of Schedules for Computation of Fund
Performance Data for Fountain Square Equity
Income Fund, Fountain Square Bond Fund For
Income, and Fountain Square Municipal Bond Fund
(7);

(17) Copy of Financial Data Schedules;

(18) Copy of Multiple Class Plan (6);

(19) Conformed copy of Power of Attorney (6);

KEY:

(1) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 11 on Form N-1A filed March 25, 1993 (File Nos. 811-5669 and
33-24848).

(2) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 12 on Form N-1A filed September 24, 1993. (File Nos.
811-5669 and 33-24848).

(3) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 13 on Form N-1A filed June 1, 1994. (File Nos. 811-5669 and
33-24848).

(4) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 15 on Form N-1A filed February 28, 1995. (File Nos.
811-5669 and 33-24848).

(5) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 16 on Form N-1A filed on or about September 30, 1995. (File
Nos. 811-5669 and 33-24848).

(6) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 17 on Form N-1A filed on or about January 18, 1996. (File
Nos. 811-5669 and 33-24848).

(7) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 18 on Form N-1A filed on or about October 1, 1996 (File No.
811-5669 and 33-24848).

(8) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 19 on Form N-1A filed on or about October 28, 1996 (File
Nos. 811-5669 and 33-24848).

(9) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 22 on Form N-1A filed on or about September 30, 1997 (File
Nos. 811-5669 and 33-24848).

<PAGE> 127

Item 25. Persons Controlled by or Under Common Control with Registrant:

None

Item 26. Number of Holders of Securities:

<TABLE>
<CAPTION>
Shares of Beneficial Interest Number of Record Holders
(no par value) as of August 31, 1997
-------------- ------------------------
<S> <C>
U.S. Government Securities Fund
Investment Shares 804
Investment C Shares 6

Quality Bond Fund
Investment A Shares 1,436
Investment C Shares 18

Ohio Tax Free Bond Fund
Investment A Shares 1,061
Investment C Shares 12

Quality Growth Fund
Investment A Shares 5,677
Investment C Shares 365

Mid Cap Fund
Investment A Shares 3,246
Investment C Shares 54

Balanced Fund
Investment A Shares 2,065
Investment C Shares 112

International Equity Fund
Investment A Shares 2,087
Investment C Shares 43

Equity Income Fund
Investment A Shares 1,059
Investment C Shares 10
</TABLE>

<PAGE> 128

<TABLE>
<S> <C>
Bond Fund For Income
Investment A Shares 1,494
Investment C Shares 3

Municipal Bond Fund
Investment A Shares 434
Investment C Shares 1

Government Cash Reserves Fund
Trust Shares 3,107
Investment Shares 5,104

Commercial Paper Fund
Trust Shares 3,116
Investment Shares 6,642

U.S. Treasury Obligations Fund 2,596

</TABLE>

Item 27. Indemnification:

Response is incorporated by reference to Registrant's
Post-Effective Amendment No. 7 on Form N-1A filed September 27, 1991.
(File Nos. 811-5669 and 33-24848).

<PAGE> 129

Item 28. Business and Other Connections of Investment Adviser:

<TABLE>
<CAPTION>
Other Substantial
Position with Business, Profession,
Name the Adviser Vocation or Employment
---- ------------------------------------ ----------------------
<S> <C> <C>
Clement L. Buenger Director
George A. Schaefer, Jr. President, Chief Executive Officer
and Director
George W. Landry Executive Vice President and Cashier
Stephen J. Schrantz Executive Vice President
P. Michael Brumm Executive Vice President and Chief
Financial Officer
Michael K. Keating Executive Vice President, and
Secretary
Thomas B. Donnell Chairman, Fifth Third Bank of
Northwestern Ohio and Director
Robert P. Niehaus Executive Vice President
Michael D. Baker Executive Vice President
Henry W. Hobson, III Senior Vice President
J. Patrick Bell Senior Vice President
Tom A. Bobenread Senior Vice President
James J. Hudepohl Senior Vice President
Edward H. Silva, Jr. Senior Vice President
Gerald L. Wissel Senior Vice President and Director
of Audit
Neal E. Arnold Senior Vice President and Director
of Audit
Paul L. Reynolds Vice President, General Counsel and
Assistant Secretary
John F. Barrett Director President and CEO,
Western-Southern Life Insurance
Company
Richard T. Farmer Director Chairman & CEO, Cintas Corp.
John D. Geary Director Former President, Midland
Enterprises, Inc.
Joseph H. Head, Jr. Director Chairman & CEO, Atkins and Pearce
William G. Kagler Director Chairman, Skyline Chili, Inc.
</TABLE>

5
<PAGE> 130

<TABLE>
<S> <C> <C>
William J. Keating Director Retired Publisher and Chairman,
The Cincinnati Enquirer
James D. Kiggen Director Chairman, CEO & President,
Xtek, Inc.
Robert B. Morgan Director President and Chief Executive
Officer, Cincinnati Financial
Corp.
Michael H. Norris Director Former President, The Deerfield
Manufacturing Co.
Brian H. Rowe Director Chairman, GE Aircraft Engines
John J. Schiff, Jr. Director Chairman, John J. & Thomas R.
Schiff & Co.
Dennis J. Sullivan, Jr. Director Executive Counselor, Dan Pinger
Public Relations
Dudley S. Taft Director President, Taft Broadcasting Co.
Joan R. Herschede Director President and CEO, The Frank
Herschede Company
Ivan W. Gorr Director Retired as Chairman & CEO,
Cooper Tire & Rubber Co.
Milton C. Boesel, Jr. Director Counsel, Ritter, Robinson,
McCready & James
Gerald V. Dirvin Director Retired Executive Vice
President, The Proctor & Gamble
Company
</TABLE>

Business and Other Connections of Sub-Advisers (International Equity Fund):

Listed below are the officers and Directors of Morgan Stanley Asset Management
Inc. ("MSAM"), the Sub-Adviser to the International Equity Fund. The
information as to any other business, profession, vocation, or employment of
substantial nature engaged in by the Chairman, President and Directors during
the past two fiscal years, is incorporated by reference to Schedule A and D of
Form ADV filed by MSAM pursuant to the Advisers Act (SEC File No. 801-15757).

MORGAN STANLEY ASSET MANAGEMENT
Officers (Principals and Managing Directors)

Barton M. Biggs, Chairman/Managing Director
Peter A. Nadosy, President/Managing Director
James A. Allwin, Managing Director
A. MacDonald Caputo, Managing Director
Garry B. Crowder, Managing Director
Richard B. Fisher, Managing Director
Gordon S. Gray, Managing Director
Gary Latainer, Managing Director
Donald H. McAllister, Managing Director
Dennis G. Sherva, Managing Director
Dominic Caldecott, Managing Director

<PAGE> 131

Ean Wah Chin, Managing Director
Michael A. Crowe, Managing Director
Madhav Dhar, Managing Director
Kurt Fauerman, Managing Director
Richard G. Woolworth, Managing Director
John R. Alkier, Principal
Robert E. Angevine, Principal
Warren J. Ackerman, III, Principal
Jeffry D. Brown, Principal
Gerald P. Barth, Principal
Francine J. Bovich, Principal
Arthur Certosimo, Principal
James Cheng, Principal
Terence Carmichael, Principal
Stephen C. Cordy, Principal
Elleen Cresham, Principal
Jacqueline A. Day, Principal
Paul Ghaffari, Principal
James A. Grisham, Principal
Perry E. Hall II, Principal
Marianne Hay, Principal
Bruce S. Ives, Principal
Margaret Kinsley Johnson, Principal
Kathryn Jonas, Principal
Debra Kushma, Principal
Marianne Lippmann, Principal
Gary J. Mangino, Principal
Paul Martin, Principal
Walter Maynard, Principal
Robert L. Meyer, Principal
Margaret P. Naylor, Principal
Warren J. Olsen, Principal
Russell Platt, Principal
Gail H. Reeke, Principal
Christine Reilly, Principal
Robert Sargent, Principal
Kiat Seng Seah, Principal
Vlnod Sethi, Principal
Stephen C. Sexauer, Principal
Harold Schaaff, Principal
Robert M. Smith, Principal
Christopher G. Petrow, Principal
Phillip W. Warner, Principal
Phillip W. Winters, Principal
Alford E. Zick, Principal
Stefano Russo, Principal

Item 29. Principal Underwriters:

(a) BISYS Fund Services Limited Partnership, formerly known as The Winsbury
Company Limited Partnership ("BISYS"), acts as distributor and
administrator for Registrant. BISYS also distributes the securities of
American Performance Funds, AmSouth Mutual Funds, The ARCH Fund, Inc.,

<PAGE> 132

The BB&T Mutual Funds Group, The Coventry Group, Empire Builder Tax Free
Bond Fund, First Choice Funds Trust, Fountain Square Funds, Hirtle
Callaghan Trust, HSBC Family of Funds, The Infinity Mutual Funds, Inc.,
Intrust Funds, The Kent Funds, MarketWatch Funds, Meyers Sheppard
Investment Trust, Minerva Funds, The MMA Praxis Mutual Funds, M.S.D.&T.
Funds, Pacific Capital Funds, The Parkstone Advantage Fund, Pegasus Funds,
Qualivest Funds, The Republic Funds Trust, The Republic Advisors Funds
Trust, The Riverfront Funds, Inc., SBSF Funds, Inc., Sefton Funds, The
Sessions Group, Summit Investment Trust, The Time Horizon Funds and The
Victory Portfolios, each of which is an investment management company.

(b) Directors, officers and partners of BISYS, as of September 30, 1997 were
as follows:

<TABLE>
<CAPTION>
Positions and
Name and Principal Offices with
Business Addresses Positions and Offices with BISYS Registrant
- ------------------------- -------------------------------- -------------
<S> <C> <C>
The BISYS Group, Inc. Sole Shareholder of BISYS Fund None
150 Clove Road Services, Inc. and Sole Limited
Little Falls, NJ 07424 Partner

BISYS Fund Services, Inc. Sole General Partner None
3435 Stelzer Road
Columbus, Ohio 43219

G. Ronald Henderson Executive Officer None
3435 Stelzer Road
Columbus, Ohio 43219

J. David Huber Senior Vice President None
3435 Stelzer Road Business Development
Columbus, Ohio 43219 Fund Services Division

Stephen G. Mintos Executive Vice President President
3435 Stelzer Road General Manager
Columbus, Ohio 43219 Fund Services Division

Kenneth B. Quintenz Executive Officer None
3435 Stelzer Road
Columbus, Ohio 43219
</TABLE>

Item 30. Location of Accounts and Records.

All accounts and records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated
thereunder are maintained at one of the following locations:

<TABLE>
<S> <C>
Registrant 3435 Stelzer Road
Columbus, Ohio 43219-3035

Fifth Third Bank 38 Fountain Square Plaza
("Sub-Administrator, Transfer Cincinnati, Ohio 45263
Agent and Dividend
Disbursing Agent")
</TABLE>

<PAGE> 133
<TABLE>
<S> <C>
BISYS 3435 Stelzer Road
("Administrator") Columbus, Ohio 43219-3035

Fifth Third Bank 38 Fountain Square Plaza
("Adviser") Cincinnati, Ohio 45263

Morgan Stanley Asset 1221 Avenue of the Americas
Management Inc. New York, New York 10020
("Sub-Adviser to the Fountain
Square International Equity
Fund")

Fifth Third Bank 38 Fountain Square Plaza
("Custodian") Cincinnati, Ohio 45263
</TABLE>

Item 31. Management Services: Not applicable.

Item 32. Undertakings:

Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered, a copy of the Registrant's latest annual
report to shareholders, upon request and without charge.

<PAGE> 134

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, FOUNTAIN SQUARE FUNDS, has duly
caused this Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Columbus and State
of Ohio, on the 30th day of September, 1997.

FOUNTAIN SQUARE FUNDS

BY: /s/Stephen G. Mintos
Stephen G. Mintos, President
Attorney in Fact for Edward Burke Carey,
Lee A. Carter, and Albert E. Harris
September 30, 1997

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to its Registration Statement has been signed below by the following person in
the capacity and on the date indicated:

<TABLE>
<S> <C> <C> <C>
NAME TITLE DATE
By: /s/ Stephen G. Mintos Attorney-in-Fact September 30, 1997
--------------------- for the Persons
Stephen G. Mintos Listed Below
PRESIDENT
NAME TITLE
Edward Burke Carey* Trustee
Lee A. Carter* Trustee
Albert E. Harris* Trustee
*By Power of Attorney
</TABLE>

<PAGE> 1

Exhibit 11(i)

CONSENT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS

We consent to the references to our firm under the captions "Financial
Highlights" and "Independent Auditors" and to the use of our reports dated
September 12, 1997, in Post-Effective Amendment Number 23 to the Registration
Statement (Form N-1A File No. 33-24848) and the related Prospectuses of the
Fountain Square Funds (comprising respectively, Fountain Square U.S. Treasury
Obligations Fund, Fountain Square Government Cash Reserves Fund, and Fountain
Square Commercial Paper Fund) dated September 30, 1997.

/s/ Ernst & Young LLP

Cincinnati, Ohio

September 29, 1997

<PAGE> 1

Exhibit 11(ii)

CONSENT OF COUNSEL

We hereby consent to the use of our name and to the references to our firm
under the caption "Legal Counsel" included in or made a part of the
Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A,
File No. 33-24848, filed under the Securities Act of 1933, as amended, and
Amendment No. 23 to the Registration Statement on Form N-1A, File No. 811-5669,
filed under the Investment Company Act of 1940, as amended, of the Fountain
Square Funds.

Bloomfield Hills, Michigan HOWARD & HOWARD ATTORNEYS, P.C.
September 30, 1997
By: /s/ Melanie Mayo West
---------------------
Melanie Mayo West

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<EXPENSES-NET> 1763755
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<EXPENSE-RATIO> .52<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Trust Shares
</FN>

</TABLE>

<ARTICLE> 6
<CIK> 0000840678
<NAME> THE FOUNTAIN SQUARE FUNDS
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<NAME> FOUNTAIN SQUARE COMMERCIAL PAPER FUND

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<TOTAL-ASSETS> 377190777
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<OTHER-ITEMS-LIABILITIES> 1924859
<TOTAL-LIABILITIES> 1924859
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 375266087
<SHARES-COMMON-STOCK> 33438495<F2>
<SHARES-COMMON-PRIOR> 19340626<F2>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 63
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 106
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 375265918
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 18724910
<OTHER-INCOME> 0
<EXPENSES-NET> 1763755
<NET-INVESTMENT-INCOME> 16961155
<REALIZED-GAINS-CURRENT> (101)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 16961054
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1315906<F2>
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<DISTRIBUTIONS-OTHER> 0<F2>
<NUMBER-OF-SHARES-SOLD> 1395843822
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<NET-CHANGE-IN-ASSETS> 55103818
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 63
<OVERDIST-NET-GAINS-PRIOR> 5
<GROSS-ADVISORY-FEES> 1357544
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2157167
<AVERAGE-NET-ASSETS> 26367618<F2>
<PER-SHARE-NAV-BEGIN> 1.00<F2>
<PER-SHARE-NII> .05<F2>
<PER-SHARE-GAIN-APPREC> 0<F2>
<PER-SHARE-DIVIDEND> .05<F2>
<PER-SHARE-DISTRIBUTIONS> 0<F2>
<RETURNS-OF-CAPITAL> 0<F2>
<PER-SHARE-NAV-END> 1.00<F2>
<EXPENSE-RATIO> .52<F2>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F2>Investment Shares
</FN>

</TABLE>

<ARTICLE> 6
<CIK> 0000840678
<NAME> THE FOUNTAIN SQUARE FUNDS
<SERIES>
<NUMBER> 020
<NAME> FOUNTAIN SQUARE U.S.TREASURY OBLIGATIONS FUND

</TABLE>

<ARTICLE> 6
<CIK> 0000840678
<NAME> THE FOUNTAIN SQUARE FUNDS
<SERIES>
<NUMBER> 030
<NAME> FOUNTAIN SQUARE GOVERNMENT CASH RESERVES FUND

<S> <C>
<PERIOD-TYPE> 12-MOS
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<PERIOD-START> AUG-01-1996
<PERIOD-END> JUL-31-1997
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<TOTAL-ASSETS> 274427467
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<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1306087
<TOTAL-LIABILITIES> 1306087
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 273120811
<SHARES-COMMON-STOCK> 162542539<F1>
<SHARES-COMMON-PRIOR> 132325991<F1>
<ACCUMULATED-NII-CURRENT> 0
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<ACCUMULATED-NET-GAINS> 569
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<INTEREST-INCOME> 13334084
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<EXPENSES-NET> 1254512
<NET-INVESTMENT-INCOME> 12079572
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<DISTRIBUTIONS-OTHER> 0<F1>
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<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1812752
<AVERAGE-NET-ASSETS> 149950096<F1>
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<PER-SHARE-NAV-END> 1.00<F1>
<EXPENSE-RATIO> .51<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Trust Shares
</FN>

</TABLE>

<ARTICLE> 6
<CIK> 0000840678
<NAME> THE FOUNTAIN SQUARE FUNDS
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<NUMBER> 031
<NAME> FOUNTAIN SQUARE GOVERNMENT CASH RESERVES FUND

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<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-START> AUG-01-1996
<PERIOD-END> JUL-31-1997
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<OTHER-ITEMS-LIABILITIES> 1306087
<TOTAL-LIABILITIES> 1306087
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 273120811
<SHARES-COMMON-STOCK> 110578267<F2>
<SHARES-COMMON-PRIOR> 68843789<F2>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 569
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 273121380
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 13334084
<OTHER-INCOME> 0
<EXPENSES-NET> 1254512
<NET-INVESTMENT-INCOME> 12079572
<REALIZED-GAINS-CURRENT> 569
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 12080141
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<DISTRIBUTIONS-OF-GAINS> 0<F2>
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<NUMBER-OF-SHARES-REDEEMED> 318164002
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 71951600
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 985974
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1812752
<AVERAGE-NET-ASSETS> 96813588<F2>
<PER-SHARE-NAV-BEGIN> 1.00<F2>
<PER-SHARE-NII> .05<F2>
<PER-SHARE-GAIN-APPREC> 0<F2>
<PER-SHARE-DIVIDEND> .05<F2>
<PER-SHARE-DISTRIBUTIONS> 0<F2>
<RETURNS-OF-CAPITAL> 0<F2>
<PER-SHARE-NAV-END> 1.00<F2>
<EXPENSE-RATIO> .51<F2>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F2>Investment Shares
</FN>

</TABLE>