<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 2/28/99
- ----------------------------------------------------------------------------------------------------------------------------------
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>
1. All items must be completed by the investment company.
2. Give this Form to the independent public accountant who, in compliance with
Rule 17f-2 under the Act and applicable state law, examines securities and
similar investments in the custody of the investment company.
Accountant
3. Submit this Form to the Securities and Exchange Commission and appropriate
state securities administrators when filing the certificate of accounting
required by Rule 17f-2 under the Act and applicable state law. File the
original and one copy with the Securities and Exchange Commission's
principal office in Washington, D.C., one copy with the regional office
for the region in which the investment company's principal business
operations are conducted, and one copy with the appropriate state
administrator(s), if applicable.
THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC ACCOUNTANT
SEC 2198 (11-91)
<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 Commercial Paper Fund, Government
Cash Reserves Fund, Tax Exempt Money Market Fund, U.S. Treasury Obligations
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 February 28, 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 without prior notice to management. 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 February 28, 1999, and with respect to agreement of security and similar
investment purchases and sales, for the period from July 31, 1998 (the date of
last examination) through February 28, 1999:
- - Confirmation of all securities and similar investments held by the Federal
Reserve Bank of Cleveland, the Participants Trust Company, the Depository
Trust Company, and the State Street bank & Trust Co., N.A. 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 (Tri-Party Custodian)
records; and
- - Agreement of eight security and/or investment purchases and seven 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 February 28, 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
May 28, 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 February 28, 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 February 28, 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
