<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-17f-2
Certificate of Accounting of Securities and Similar
Investments in the Custody of
Management Investment Companies
Pursuant to Rule 17f-2 (17 CFR 270.17F-2)
------------------------------------------
OMB APPROVAL
------------------------------------------
OMB Number: 3235-0360
Expires: July 31, 1994
Estimated average burden
hours per response . . .0.05
------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
1. Investment Company Act file Number: Date examination completed:
811-5669 7/31/99
- ----------------------------------------------------------------------------------------------------------------------------------
2. State identification Number:
<S> <C> <C> <C> <C> <C>
-------------------- -------------------- -------------------- ------------------- ----------------- -------------------
AL AK AZ AR CA CO
-------------------- -------------------- -------------------- ------------------- ----------------- -------------------
CT DE DC FL GA HI
-------------------- -------------------- -------------------- ------------------- ----------------- -------------------
ID IL IN IA KS KY
-------------------- -------------------- -------------------- ------------------- ----------------- -------------------
LA ME MD MA MI MN
-------------------- -------------------- -------------------- ------------------- ----------------- -------------------
MS MO MT NE NV NH
-------------------- -------------------- -------------------- ------------------- ----------------- -------------------
NJ NM NY NC ND OH
-------------------- -------------------- -------------------- ------------------- ----------------- -------------------
OK OR PA RI SC SD
-------------------- -------------------- -------------------- ------------------- ----------------- -------------------
TN TX UT VT VA WA
-------------------- -------------------- -------------------- ------------------- ----------------- -------------------
WV WI WY PUERTO RICO
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Other (specify):
- --------------------------------------------------------------------------------
3. Exact name of investment company as specified in registration statement:
FIFTH THIRD FUNDS
- --------------------------------------------------------------------------------
5. Address of principal executive office (number, street, city, state, zip
code):
JEFFREY C. CUSICK, BISYS FUND SERVICES,
3435 STELZER ROAD, COLUMBUS, OHIO 43219-8001
- --------------------------------------------------------------------------------
INSTRUCTIONS
This form must be completed by investment companies that have custody of
securities or similar investments.
Investment Company
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees of
Fifth Third Funds
We have examined management's assertion, included in the accompanying Management
Statement Regarding Compliance with Certain Provisions of the Investment Company
Act of 1940, that the Prime Money Market Fund, Government Money Market Fund, Tax
Exempt Money Market Fund, U.S. Treasury Money Market Fund, Bond Fund For Income,
Municipal Bond Fund, Ohio Tax Free Bond Fund, Quality Bond Fund, U.S. Government
Securities Fund, Balanced Fund, Cardinal Fund, Equity Income Fund, Mid Cap Fund,
Pinnacle Fund, and Quality Growth Fund, of the Fifth Third Funds (collectively,
the "Funds") were in compliance with the requirements of subsection (b) and (c)
of Rule 17f-2 of the Investment Company Act of 1940 ("the Act") as of July 31,
1999 with respect to securities and similar investments reflected in the
investment accounts of the Funds. Management is responsible for the Funds'
compliance with those requirements. Our responsibility is to express an opinion
on management's assertion about the Funds' compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Funds' compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. Included among our procedures were the following tests
performed as of July 31, 1999, and with respect to agreement of security and
similar investment purchases and sales, for the period from May 28, 1999 (the
date of last examination) through July 31, 1999:
- - Confirmation of all securities and similar investments held by the Federal
Reserve Bank of Cleveland, the Participants Trust Company, and the
Depository Trust Company in book entry form;
- - Reconciliation of confirmation results as to all such securities and
investments to the books and records of the Fund and the Custodian,
Fifth Third Bank;
- - Confirmation of all repurchase agreements with brokers/banks and agreement
of underlying collateral with The Bank of New York and Chase Manhattan Bank
(Tri-Party Custodians) records; and
- - Agreement of seven security and/or investment purchases and eight security
and/or investment sales or maturities since our last examination from the
books and records of the Fund to broker confirmations.
We believe that our examination provides a reasonable basis for our opinion.
Our examination does not provide a legal determination on the Fund's
compliance with specified requirements.
<PAGE>
In our opinion, management's assertion that Fifth Third Funds were in
compliance with the requirements of subsection (b) and (c) of Rule 17f-2 of
the Investment Company Act of 1940 as of July 31, 1999, with respect to
securities and similar investments reflected in the investment account of
the Fund, is fairly stated, in all material respects.
This report is intended solely for the information and use of management
of Fifth Third Funds and the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other than these specified
parties.
Ernst & Young LLP
Cincinnati, Ohio
September 30, 1999
<PAGE>
MANAGEMENT STATEMENT REGARDING COMPLIANCE WITH
CERTAIN PROVISIONS OF THE INVESTMENT COMPANY ACT OF 1940
We, as members of management of Fifth Third Funds (the "Funds"), are responsible
for complying with the requirements of subsection (b) and (c) of Rule 17f-2,
"Custody of Investments by Registered Management Investment Companies," of the
Investment Company Act of 1940. We are also responsible for establishing and
maintaining effective controls over compliance with those requirements. We have
performed an evaluation of the Funds' compliance with the requirements of
subsection (b) and (c) of Rule 17f-2 as of July 31, 1999.
Based on this evaluation, we assert that the Funds were in compliance with the
requirements of subsection (b) and (c) of Rule 17f-2 of the Investment Company
Act of 1940 as of July 31, 1999 with respect to securities and similar
investments reflected in the investment accounts of the Funds.
Fifth Third Funds
By:
/s/ Stephen Mintos
- -------------------------
Stephen Mintos, President
