FIFTH THIRD FUNDS, 485APOS, 1999-10-01

FIFTH THIRD FUNDS
485APOS, 1999-10-01

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<PAGE>

GOODWIN, PROCTER & HOAR LLP

COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
TELEPHONE (617)570-1000
TELECOPIER (617)570-1231

October 1, 1999

VIA EDGAR

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, D.C. 20549

Re: Fifth Third Funds, Inc.
Post-Effective Amendment No. 29 to
Registration Statement on Form N-1A
Securities Act of 1933 Registration No. 33-24848
Investment Company Act of 1940 File No. 811-8384
CIK No. 0000840678

Ladies and Gentlemen:

On behalf of Fifth Third Funds, a Massachusetts business trust (the
"Registrant"), we hereby file electronically with the Securities and Exchange
Commission pursuant to Rule 485(a) under the Securities Act of 1933, as amended
(the "Securities Act"), and the Investment Company Act of 1940, as amended (the
"Investment Company Act"), as the same have been modified by Regulation S-T,
Post-Effective Amendment No. 29 (the "Amendment") to the above-captioned
Registration Statement, together with the exhibits indicated as being filed
therewith.

As indicated on the cover page of the Amendment, the Registrant has elected
to have the Amendment become effective November 30, 1999, pursuant to Rule
485(a)(1) under the Securities Act.

The Amendment is being filed primarily to conform the Registrant's
Prospectuses for Investment A shares, Investment C shares and Institutional
shares for the separate series of the Registrant, as well as its Statement
of Additional Information, to the amendments to Form N-1A as adopted by the
Securities and Exchange Commission (the "Commission") in Release IC-23064
(March 13, 1998). In addition, the Amendment reflects changes to the names of
certain money market funds: Fifth Third Government Cash Reserves Fund is now
Fifth Third Government Money Market Fund; Fifth Third Commercial Paper Fund is
now
<PAGE>

GOODWIN, PROCTER & HOAR LLP

Securities and Exchange Commission
October 1, 1999
Page 2

Fifth Third Prime Money Market Fund; and Fifth Third U.S. Treasury Obligations
Fund is now Fifth Third U.S. Treasury Money Market Fund.

Please call me at (617) 570-1629 if you have any question or if we may be
of further assistance.

Very truly yours,

/s/ John Hunt

John Hunt
JH/hex
Enclosure
cc: Sheila J. Williams
Fifth Third Bank
<PAGE>

As filed with the Securities and Exchange Commission on October 1, 1999
Registration Nos. 33-24848; 811-5669
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. __ [_]
Post-Effective Amendment No. 29 [X]

and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

Amendment No. 30 [X]

FIFTH THIRD FUNDS
(Exact Name of Registrant as Specified in Charter)

3435 Stelzer Road
Columbus, Ohio 43219
(Address of Principal Executive Office) (Zip Code)

(614) 470-8000
(Registrant's Telephone Number, including Area Code)

Jeffrey C. Cusick
Vice President
Fifth Third Funds
3435 Stelzer Road
Columbus, Ohio 43219
(Name and Address of Agent for Service)

with a copy to:

John Hunt, Esquire
Goodwin, Procter & Hoar LLP
Exchange Place
53 State Street
Boston, Massachusetts 02109

================================================================================
It is proposed that this filing will become effective (check appropriate box):

[_] Immediately upon filing pursuant to [_] On pursuant to paragraph (a)
paragraph (b)
[X] 60 days after filing pursuant to [_] On pursuant to
paragraph (a)(1) paragraph (a)(1)
[_] 75 days after filing pursuant to [_] On pursuant to
paragraph (a)(2) paragraph (a)(2) 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.
<PAGE>

FIFTH THIRD FUNDS
- --------------------------------------------------------------------------------

PROSPECTUS

NOVEMBER 30, 1999

INVESTMENT A SHARES EQUITY FUNDS
INVESTMENT C SHARES ------------
INSTITUTIONAL SHARES FIFTH THIRD QUALITY GROWTH FUND
FIFTH THIRD EQUITY INCOME FUND
FIFTH THIRD CARDINAL FUND
FIFTH THIRD PINNACLE FUND
FIFTH THIRD BALANCED FUND
FIFTH THIRD MID-CAP FUND
FIFTH THIRD INTERNATIONAL EQUITY FUND

BOND FUNDS
----------
FIFTH THIRD BOND FUND FOR INCOME
FIFTH THIRD QUALITY BOND FUND
FIFTH THIRD U.S. GOVERNMENT SECURITIES FUND

MUNICIPAL BOND FUNDS
--------------------
FIFTH THIRD MUNICIPAL BOND FUND
FIFTH THIRD OHIO TAX FREE BOND FUND
_____________________
|QUESTIONS? |
|CALL 1-888-799-5353|
|OR YOUR INVESTMENT |
|REPRESENTATIVE. |
____________________| THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
APPROVED OR DISAPPROVED THE SHARES DESCRIBED IN
THIS PROSPECTUS OR DETERMINED WHETHER THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

- --------------------------------------------------------------------------------
<PAGE>

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

OBJECTIVES, STRATEGIES AND RISKS
OVERVIEW
EQUITY FUNDS
BOND FUNDS
MUNICIPAL BOND FUNDS
ADDITIONAL INFORMATION ABOUT THE FUNDS' INVESTMENTS

SHAREHOLDER FEES AND FUND EXPENSES
FEE TABLES
EXPENSE EXAMPLES

FUND MANAGEMENT
INVESTMENT ADVISERS AND SUBADVISER
PORTFOLIO MANAGERS
FUND ADMINISTRATION

SHAREHOLDER INFORMATION
PURCHASING AND SELLING FUND SHARES
PURCHASING AND ADDING TO YOUR SHARES
SELLING YOUR SHARES
EXCHANGING YOUR SHARES
DISTRIBUTION ARRANGEMENTS/SALES CHARGES
DIVIDENDS AND DISTRIBUTIONS
TAXATION

FINANCIAL HIGHLIGHTS

BACK COVER
WHERE TO LEARN MORE ABOUT FIFTH THIRD FUNDS

2
<PAGE>

OBJECTIVES, STRATEGIES AND RISKS

OVERVIEW

This prospectus provides important information about each of the equity, bond
and municipal bond funds (the "Funds"), each a separate series of Fifth Third
Funds, including:

. the investment objective

. principal investment strategies

. principal risks, and

. volatility and performance information

All Funds except Fifth Third Pinnacle Fund are managed by Fifth Third Bank.
Fifth Third Pinnacle Fund is managed by Heartland Capital Management, Inc.
("Heartland"). Morgan Stanley Asset Management, Inc. ("MSAM") acts as
investment subadviser to Fifth Third International Fund.

Like all mutual funds (other than money market funds and stable value funds),
share prices of the Funds may rise and fall in value and you could lose money.
There is no guarantee that any Fund will achieve its objective.

3
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<TABLE>
<CAPTION>
<S> <C>
EQUITY FUNDS

FIFTH THIRD QUALITY GROWTH FUND

FUNDAMENTAL OBJECTIVE Growth of capital. Income is a secondary objective.

PRINCIPAL INVESTMENT Under normal market conditions, the Fund invests at least 65% of total
STRATEGIES assets in common stocks of high quality growth companies.

High quality growth companies are companies, in the opinion of Fifth Third
Bank, offer excellent prospects for consistent, above-average revenue and
earnings growth. To determine whether a company is of high quality, the
Fund generally looks for a strong record of earnings growth, as well as its
current ratio of debt to capital and the quality of its management. Most of
the companies in which the Fund invests are companies with a market
capitalization greater than $100 million.

To achieve its secondary objective of income, the Fund may rely on dividend
income that it receives from common stocks and interest income it receives
from other investments, including convertible securities. The Fund reserves
the right to invest up to 35% of total assets in those securities. At the
time of investment, those securities are rated investment grade, that is, in
the BBB major rating category or higher by Standard & Poor's or in the Baa
major rating category or higher by Moody's, or their unrated equivalents.

PRINCIPAL INVESTMENT RISKS The principal risks of investing in the Fund include the risks of investing
in equity securities, such as the risk of sudden and unpredictable drops in
value and the potential for extended periods of lackluster performance.

Stocks that pay regular dividends do not tend to be as volatile as stocks
that do not. A regular dividend provides investors some return of their
____________________________ investment, to an extent, supporting the stock's price, even during periods
| AN INVESTMENT IN THE | when the prices of equity securities generally are falling. However,
| FUND IS NOT A DEPOSIT OF | dividend-paying stocks, especially those that pay significant dividends,
| FIFTH THIRD BANK OR ANY | also tend to appreciate less quickly than stocks of companies in emerging
| OTHER BANK AND IS NOT | markets, which tend to reinvest most profits into research, development,
| INSURED OR GUARANTEED BY | plant and equipment to accommodate expansion.
| THE FDIC OR ANY OTHER |
| GOVERNMENT AGENCY. | Generally, growth oriented stocks may be sensitive to market movements. The
___________________________| prices of growth stocks tend to reflect future expectations, and when those
expectations change or are not met, share prices generally fall.

Prices of convertible securities, which include bonds and preferred stocks,
may be affected by the prices of the underlying security, which generally is
common stock.
</TABLE>

4
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
FIFTH THIRD QUALITY GROWTH FUND, CONTINUED

VOLATILITY AND PERFORMANCE INFORMATION

The bar chart and table provide an indication YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31
of the risks of an investment in the Fund by FOR INVESTMENT A SHARES
showing its performance from year to year and
over time, as well as compared to a
broad-based securities index. The Standard
and Poor's 500 Composite Stock Price Index
(the "S&P 500") is an unmanaged index of 500
selected common stocks, most of which are
listed on the New York Stock Exchange.

The returns assume that Fund distributions
have been reinvested. The returns for
Investment C shares and Institutional shares
will differ from the returns for Investment A
shares (which are shown in the bar chart)
because of differences in expenses of each The bar chart above does not reflect the impact of any applicable
class. The table assumes that shareholders sales charges or account fees, which would reduce returns.
redeem their fund shares at the end of the
period indicated. Best quarter: Q_ 19__ ____%
Worst quarter: Q_ 19__ ____%
Past performance does not indicate how the Year to Date Return (1/1/99 to 9/30/99) ____%
Fund will perform in the future.

AVERAGE ANNUAL TOTAL RETURNS (FOR THE PERIODS ENDED DECEMBER 31, 1998)
Inception
Date Past Year Past 5 Years Since Inception
------------------------------------------------------------------
INVESTMENT A SHARES
(with 4.50% sales charge) 11/20/92 __.__% __.__% __.__%
- -------------------------------------------------------------------------------------------------

INVESTMENT C SHARES
(with applicable Contingent 4/25/96 __.__% N/A __.__%
Deferred Sales Charge)
- -------------------------------------------------------------------------------------------------

INSTITUTIONAL SHARES 11/2/98 N/A N/A __.__%
- -------------------------------------------------------------------------------------------------

S&P 500(R) INDEX __.__% __.__% __.__%
- -------------------------------------------------------------------------------------------------
</TABLE>

5
<PAGE>

FIFTH THIRD EQUITY INCOME FUND

<TABLE>
<CAPTION>
<S> <C>
FUNDAMENTAL OBJECTIVE High level of current income consistent with capital appreciation.

PRINCIPAL INVESTMENT Under normal market conditions, the Fund invests at least 65% of total
STRATEGIES assets in common stocks of large-capitalization companies, many of which are
expected to pay regular dividends, and convertible debt securities that at
the time of investment, have above-average current yields.
Large-capitalization companies have market capitalizations comparable to the
market capitalizations of those companies in the S&P 500 Index.

The Fund's investment approach generally is to purchase stocks of companies,
which demonstrate industry leadership, sound management and long-term
earnings growth and which have attractive dividend yields or the prospects
of increasing dividend rates. At the time of investment, those convertible
debt securities in which the Fund invests are rated investment grade, that
is, in the BBB major rating category or higher by Standard & Poor's or the
Baa major rating category or higher by Moody's, or their unrated equivalents.

The Fund reserves the right to invest up to 35% of total assets in other
securities, such as government and non-convertible corporate bonds.

PRINCIPAL INVESTMENT RISKS The principal risks of investing in the Fund include the risks of investing
in equities and in debt. The risks of investing in equity securities
include the risk of sudden and unpredictable drops in value or periods of
lackluster performance. The risks of investing in debt securities includes
the tendency of bond prices to fall as interest rates rise.

Significant investment in large companies also creates various risks for the
Fund. For instance, larger, more established companies tend to operate in
____________________________ mature markets, which often are very competitive. Larger companies also do
| AN INVESTMENT IN THE | not tend to respond quickly to competitive challenges, especially to
| FUND IS NOT A DEPOSIT OF | challenges caused by technology and consumer preferences.
| FIFTH THIRD BANK OR ANY |
| OTHER BANK AND IS NOT | Stocks that pay regular dividends tend to be less volatile than stocks that
| INSURED OR GUARANTEED BY | do not. A regular dividend provides investors some return of their
| THE FDIC OR ANY OTHER | investment, to an extent, supporting the stock's price, even during periods
| GOVERNMENT AGENCY. | when the prices of equity securities generally are falling. However,
___________________________| dividend-paying stocks, especially those that pay significant dividends,
also tend to appreciate less quickly than stocks of companies in emerging
markets, which tend to reinvest profits into research, development, plant
and equipment to accommodate expansion.

The tendency of bond prices to fall when interest rates rise becomes more
significant as the average maturity of the Fund's bond portfolio increases.
A less significant risk of bond investing is that an issuer could default on
principal or interest payments. Prices of convertible securities, which
include bonds and preferred stocks, may be affected by the prices of the
underlying security, which generally is common stock.
</TABLE>

6
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
FIFTH THIRD EQUITY INCOME FUND, Continued

VOLATILITY AND PERFORMANCE INFORMATION

AVERAGE ANNUAL TOTAL RETURNS (FOR THE PERIODS ENDED DECEMBER 31, 1998)

Inception
Date Past Year Past 5 Years Since Inception
-----------------------------------------------------------------
INVESTMENT A SHARES
(with 4.50% sales charge) 1/27/97 __.__% N/A __.__%
- -------------------------------------------------------------------------------------------------

INVESTMENT C SHARES
(with applicable Contingent 1/27/97 __.__% N/A __.__%
Deferred Sales Charge)
- -------------------------------------------------------------------------------------------------

INSTITUTIONAL SHARES 11/2/98 N/A N/A __.__%
- -------------------------------------------------------------------------------------------------

S&P 500(R) INDEX __.__% __.__% __.__%
- -------------------------------------------------------------------------------------------------
</TABLE>

7
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
FIFTH THIRD CARDINAL FUND

FUNDAMENTAL OBJECTIVE Long-term growth of capital and income. Current income is a
secondary objective.

PRINCIPAL INVESTMENT Under normal market conditions, the Fund invests at least 65%
STRATEGIES of total assets in common stocks that have the potential for
long-term growth. Those stocks primarily are issued by
large-capitalization, U.S. companies which the Fund believes
are in a strong financial condition, have a significant market
presence and have healthy growth prospects. Large-cap
companies have, at the time of investment, market
capitalizations comparable to the market capitalizations of
those companies in the S&P 500 Index.

With income as a secondary objective, the Fund attaches some
significance to a company's dividend payment history and
prospects for future dividend growth.

The Fund reserves the right to invest up to 35% of total assets
in other securities, such as [government and corporate bonds].

PRINCIPAL INVESTMENT RISKS The principal risks of investing in the Fund include the risks
of investing in equity securities, such as the risk of sudden
and unpredictable drops in value or periods of lackluster
performance.

Generally, growth oriented stocks are sensitive to market
movements. The prices of growth stocks tend to reflect future
____________________________ expectations, and when those expectations are not met, share
| AN INVESTMENT IN THE | prices generally fall.
| FUND IS NOT A DEPOSIT OF |
| FIFTH THIRD BANK OR ANY | Significant investment in large companies also creates various
| OTHER BANK AND IS NOT | risks for the Fund. For instance, larger, more established
| INSURED OR GUARANTEED BY | companies tend to operate in mature markets, which often are
| THE FDIC OR ANY OTHER | very competitive. Larger companies also do not tend to
| GOVERNMENT AGENCY. | response quickly to competitive challenges, especially to
___________________________| challenges caused by technology and consumer preferences.

Stocks that pay regular dividends tend to be less volatile than
stocks that do not. A regular dividend provides investors some
return of their investment, to an extent, supporting a stock's
price, even during periods when the prices of equity securities
generally are falling. However, dividend-paying stocks,
especially those that pay significant dividends, also tend to
appreciate less quickly than stocks of companies in emerging
markets, which tend to reinvest profits into research,
development, plant and equipment to accommodate expansion.
</TABLE>

8
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
FIFTH THIRD CARDINAL FUND, Continued

VOLATILITY AND PERFORMANCE INFORMATION

The bar chart and table provide an indication YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31
of the risks of an investment in the Fund by FOR INVESTMENT A SHARES
showing its performance from year to year and
over time, as well as compared to a
broad-based securities index. The [Standard
and Poor's 500 Composite Stock Price Index
(the "S&P 500") is an unmanaged index of 500
selected common stocks, most of which are
listed on the New York Stock Exchange.]

AVERAGE ANNUAL TOTAL RETURNS (FOR THE PERIODS ENDED DECEMBER 31, 1998)

Inception Past 10 Years or
Date Past Year Past 5 Years Since Inception
------------------------------------------------------------------
INVESTMENT A SHARES/1/
(with 4.50% sales charge) __/__/93 __.__% N/A __.__%
- -------------------------------------------------------------------------------------------------

INVESTMENT C SHARES
(with applicable Contingent __/__/__ __.__% N/A __.__%
Deferred Sales Charge)
- -------------------------------------------------------------------------------------------------

INSTITUTIONAL SHARES/2/ 1/2/97 N/A N/A __.__%
- -------------------------------------------------------------------------------------------------

[S&P 500(R) INDEX] __.__% __.__% __.__%
- -------------------------------------------------------------------------------------------------
</TABLE>
____________________________
/1/ For periods prior to September 21, 1998, reflects performance of Investor
shares of The Cardinal Fund.
/2/ For periods prior to September 21, 1998, reflects performance of
Institutional Shares of The Cardinal Fund.

9
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
FIFTH THIRD PINNACLE FUND

FUNDAMENTAL OBJECTIVE Long-term capital appreciation.

PRINCIPAL INVESTMENT Under normal market conditions, the Fund invests at least 65%
STRATEGIES of total assets in common stocks and convertible securities
that have the potential for long-term growth.

In selecting stocks, the Fund looks primarily at companies that
have historically reported better corporate earnings than the
earnings that market analysts have predicted. Generally, those
companies are expected to grow faster than the economy as a
whole. Those companies also tend to be established companies
that appear to be capable of sustained growth. Although most
of those companies are large, the Fund may invest in stocks of
companies of any size. Current income is not a factor in stock
selection.

The Fund reserves the right to invest up to 35% of total assets
in other securities, such as [government and corporate bonds].

PRINCIPAL INVESTMENT RISKS The principal risks of investing in the Fund include the risks
of investing in equity securities, such as the risk of sudden
and unpredictable drops in value or periods of lackluster
performance.

Generally, growth oriented stocks may be sensitive to market
____________________________ movements. The prices of growth stocks tend to reflect future
| AN INVESTMENT IN THE | expectations, and when those expectations are not met, prices
| FUND IS NOT A DEPOSIT OF | generally fall.
| FIFTH THIRD BANK OR ANY |
| OTHER BANK AND IS NOT | Significant investment in large companies also creates various
| INSURED OR GUARANTEED BY | risks for the Fund. For instance, larger, more established
| THE FDIC OR ANY OTHER | companies tend to operate in mature markets, which often are
| GOVERNMENT AGENCY. | very competitive. Larger companies also do not tend to respond
___________________________| quickly to competitive challenges, especially to changes caused
by technology or consumer preferences.
</TABLE>

10
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
FIFTH THIRD PINNACLE FUND, CONTINUED

VOLATILITY AND PERFORMANCE INFORMATION

The bar chart and table provide an indication YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31
of the risks of an investment in the Fund by FOR INVESTMENT A SHARES
showing its performance from year to year and
over time, as well as compared to a
broad-based securities index. The [Standard
and Poor's 500 Composite Stock Price Index
(the "S&P 500") is an unmanaged index of 500
selected common stocks, most of which are
listed on the New York Stock Exchange.]

AVERAGE ANNUAL TOTAL RETURNS (FOR THE PERIODS ENDED DECEMBER 31, 1998)

Inception Past 10 Years or
Date Past Year Past 5 Years Since Inception
-------------------------------------------------------------------
INVESTMENT A SHARES/1/
(with 4.50% sales charge) __/__/89 __.__% __.__% __.__%
- -------------------------------------------------------------------------------------------------

INVESTMENT C SHARES
(with applicable Contingent 3/9/98 __.__% N/A __.__%
Deferred Sales Charge)
- -------------------------------------------------------------------------------------------------

INSTITUTIONAL SHARES 11/2/98 N/A N/A __.__%
- -------------------------------------------------------------------------------------------------

11
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
FIFTH THIRD BALANCED FUND

FUNDAMENTAL OBJECTIVE Capital appreciation and income.

PRINCIPAL INVESTMENT Under normal market conditions, the Fund uses an asset allocation strategy,
STRATEGIES investing in three primary categories of securities: stocks, bonds and money
market instruments. The Fund intends to invest between 50% to 75% of total
assets in stocks and convertible securities, such as convertible preferred
stocks and convertible corporate bonds, 25% to 40% of total assets in
non-convertible preferred stocks, corporate bonds and U.S. government
securities] and 0% to 25% in money market instruments. By analyzing
financial trends and market conditions, the Fund may adjust its allocations
from time to time. However, the Fund takes a moderate- to long-term view of
changing market conditions, and tends to avoid large, sudden shifts in the
composition of its portfolio.

The equity position of the Fund tends to be invested in high quality growth
companies that are either large- or mid-sized. While greater emphasis will
be placed on larger companies, that is, companies with market
capitalizations comparable to the market capitalization of those companies
in the S&P 500 Index, the Fund may favor smaller companies, that is,
companies with market capitalization comparable to the market
capitalizations of those companies in the S&P 400 Index, when Fifth Third
Bank believes that market conditions favor securities of smaller companies.

The fixed income portion of the Fund tends to be invested in high quality
bonds with maturities ranging from overnight to thirty years in length. The
Fund will attempt to maintain the average maturity of the bond portion of
the Fund from between 5 and 9 years. At the time of investment, the
corporate bonds and convertible securities in which the Fund invests are
rated investment grade, that is, in the BBB major rating category or higher
by Standard & Poor's or in the Baa major rating category or higher by
Moody's, or their unrated equivalents.

PRINCIPAL INVESTMENT RISKS The principal risks of investing in the Fund include the risks associated
with following an asset allocation strategy, such as the risk that the Fund
will not correctly anticipate the relative performance of the different
asset classes in which it may invest.

To the extent the Fund invests in stocks and convertible securities, it
assumes the risks of equity investing, including sudden and unpredictable
drops in value and periods of lackluster performance.

____________________________ Significant investments in large companies also creates various risks for
| AN INVESTMENT IN THE | the Fund. For instance, larger, more established companies tend to operate
| FUND IS NOT A DEPOSIT OF | in mature markets, which often are very competitive. Larger companies also
| FIFTH THIRD BANK OR ANY | do not tend to respond quickly to competitive challenges, especially to
| OTHER BANK AND IS NOT | changes caused by technology or consumer preferences.
| INSURED OR GUARANTEED BY |
| THE FDIC OR ANY OTHER | To the extent the Fund invests in bonds, it assumes the risks of bond
| GOVERNMENT AGENCY. | investing, including the tendency of prices to fall as interest rates rise.
___________________________| That risk is greater for bonds with longer maturities. Less significantly
is the risk that a bond issuer will default on principal or interest
payments, which may cause a loss for the Fund. Prices of convertible
securities, which include bonds and preferred stocks, may be affected by the
prices of the underlying security, which generally is common stock.

</TABLE>

12
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
FIFTH THIRD BALANCED FUND, Continued

VOLATILITY AND PERFORMANCE INFORMATION

The bar chart and table provide an YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31
indication of the risks of an investment in FOR INVESTMENT A SHARES
the Fund by showing its performance
from year to year and over time, as well
as compared to a broad-based securities
index. The [Standard and Poor's 500
Composite Stock Price Index (the "S&P 500")
is an unmanaged index of 500 selected
common stocks, most of which are
listed on the New York Stock Exchange.]

AVERAGE ANNUAL TOTAL RETURNS (FOR THE PERIODS ENDED DECEMBER 31, 1998)

Inception
Date Past Year Past 5 Years Since Inception
-----------------------------------------------------------------
INVESTMENT A SHARES
(with 4.50% sales charge) 11/20/92 __.__% __.__% __.__%
- -------------------------------------------------------------------------------------------------

INVESTMENT C SHARES
(with applicable Contingent 4/25/96 __.__% N/A __.__%
Deferred Sales Charge)
- -------------------------------------------------------------------------------------------------

INSTITUTIONAL SHARES 11/2/98 N/A N/A __.__%
- -------------------------------------------------------------------------------------------------

[S&P 500(R) INDEX] __.__% __.__% __.__%
- -------------------------------------------------------------------------------------------------
</TABLE>

13
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
FIFTH THIRD MID CAP FUND

FUNDAMENTAL OBJECTIVE Growth of Capital. Income is a secondary objective.

PRINCIPAL INVESTMENT Under normal market conditions, the Fund expects to invest at
STRATEGIES least 65% of total assets in common stocks of companies with
market capitalizations comparable to the market capitalization
of companies in the Standard & Poor's MidCap 400 Index
(generally, between $500 million and $10 billion).

The Fund intends to invest in companies that have the potential
for long-term revenue and earnings growth, solid balance sheets
and which may have the potential to pay dividends. The Fund
generally selects its investments using traditional research
techniques, which include projections of earnings and dividend
growth and the expected volatility of the markets in which the
companies do business.

To achieve its secondary objective of income, the Fund
generally relies on dividend income that it receives from
common stocks. The Fund also relies on interest income from
investing up to 35% of total assets in, among other things,
convertible securities. At the time of investment, those
securities are rated investment grade, that is, in the BBB
major rating category of higher by Standard & Poor's, or in the
Baa major rating category or higher by Moody's, or their
non-rated equivalents.

PRINCIPAL INVESTMENT RISKS The principal risks of investing in the Fund include the risks
of investing in equity securities, such as the risk of sudden
and unpredictable drops in value and the potential for extended
periods of lackluster performance.

Stocks of medium-sized companies can be more sensitive to long
market declines than larger companies, in part because they
generally do not have the financial resources that larger
____________________________ companies have. Generally, growth oriented stocks are
| AN INVESTMENT IN THE | sensitive to market movements. The prices of growth stocks
| FUND IS NOT A DEPOSIT OF | tend to reflect future expectations, and when those
| FIFTH THIRD BANK OR ANY | expectations change or are not met, share prices generally fall.
| OTHER BANK AND IS NOT |
| INSURED OR GUARANTEED BY | Stocks that pay regular dividends tend to be less volatile than
| THE FDIC OR ANY OTHER | stocks that do not. A regular dividend provides investors some
| GOVERNMENT AGENCY. | return on their investment, to an extent, supporting a stock's
___________________________| price, even during periods when prices of equity securities are
falling. However, dividend paying stocks, especially those
that pay significant dividends, also tend to appreciate less
quickly than stocks of companies in emerging markets, which
tend to reinvest profits into research, development, plant and
equipment to accommodate expansion.

To the extent the Fund invests in bonds, it assumes the risks
of bond investigating, including the tendency of prices to fall
as interest rates rise. That risk is greater for bonds with
longer maturities. Less significantly is the risk that a bond
issuer will default on principal or interest payments, which
may cause a loss for the Fund. Prices of convertible
securities, which include bonds and preferred stocks, may be
affected by the prices of the underlying security, which
generally is common stock.
</TABLE>

14
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
FIFTH THIRD MID CAP FUND, CONTINUED

VOLATILITY AND PERFORMANCE INFORMATION

The bar chart and table provide an indication YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31
of the risks of an investment in the Fund by FOR INVESTMENT A SHARES
showing its performance from year to year and
over time, as well as compared to a
broad-based securities index. The [Standard
and Poor's MidCap 400 Index (the "S&P 400")
is an unmanaged index generally
representative of the mid-cap sector of the
U.S. stock market.]

AVERAGE ANNUAL TOTAL RETURNS (FOR THE PERIODS ENDED DECEMBER 31, 1998)

Inception
Date Past Year Past 5 Years Since Inception
-----------------------------------------------------------------
INVESTMENT A SHARES
(with 4.50% sales charge) 11/20/92 __.__% __.__% __.__%
- -------------------------------------------------------------------------------------------------

INVESTMENT C SHARES
(with applicable Contingent 4/24/96 __.__% N/A __.__%
Deferred Sales Charge)
- -------------------------------------------------------------------------------------------------

INSTITUTIONAL SHARES 11/2/98 N/A N/A __.__%
- -------------------------------------------------------------------------------------------------

[S&P 400(R) INDEX __.__% __.__% __.__%
- -------------------------------------------------------------------------------------------------
</TABLE>

15
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
FIFTH THIRD INTERNATIONAL EQUITY FUND

FUNDAMENTAL OBJECTIVE Long-term capital appreciation.

PRINCIPAL INVESTMENT Under normal market conditions, the Fund invests at least 65%
STRATEGIES of total assets in equity securities of non-U.S. companies.
The companies whose securities are represented in the Fund's
portfolio are located in at least three countries other than
the U.S.

The Fund uses a top-down, bottom-up strategy of selecting its
portfolio. It allocates assets among geographic regions and
individual countries, [investing primarily in those areas that
it believes have the greatest potential for growth as well as
stable exchange rates]. Although the Fund invests primarily in
established foreign securities markets, from time to time, it
may also invest in emerging markets. In selecting stocks in a
specific country, the Fund generally attempts to replicate a
broad market index, which usually is the Morgan Stanley Capital
International Index for that country. From time to time,
however, the Fund may overweight or underweight industries
represented in that index.

The Fund reserves the right to invest up to 35% of total assets
in other securities, such as equity securities of U.S.
companies, U.S. and non-U.S. government bonds and U.S. and
non-U.S. corporate bonds.

PRINCIPAL INVESTMENT RISKS The principal risks of investing in the Fund include the risks
generally of stock investing, such as, the risk of sudden and
unpredictable drops in value of the market as a whole and
periods of lackluster performance.

Stocks of foreign companies present additional risks for U.S.
investors. Stocks of international companies tend to be less
liquid and more volatile than their U.S. counterparts, in part
____________________________ because accounting standards and market regulations tend to be
| AN INVESTMENT IN THE | less standardized and economic and political climates less
| FUND IS NOT A DEPOSIT OF | stable. Fluctuations in exchange rates also may reduce or
| FIFTH THIRD BANK OR ANY | eliminate gains or create losses. These risks usually are
| OTHER BANK AND IS NOT | higher in emerging markets, such as most countries in Africa,
| INSURED OR GUARANTEED BY | Asia, Latin America and the Middle East. To the extent that
| THE FDIC OR ANY OTHER | the Fund invests in those kinds of stocks or in those areas, it
| GOVERNMENT AGENCY. | will be exposed to the risks associated with those kinds of
___________________________| investments.

</TABLE>

16
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
FIFTH THIRD INTERNATIONAL EQUITY FUND, CONTINUED

VOLATILITY AND PERFORMANCE INFORMATION

The bar chart and table provide an indication YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31
of the risks of an investment in the Fund by FOR INVESTMENT A SHARES
showing its performance from year to year and
over time, as well as compared to a
broad-based securities index. The [Morgan
Stanley International EAFE Index (the "EAFE
Index") is an unmanaged index generally
representative of the foreign stock market.]

AVERAGE ANNUAL TOTAL RETURNS (FOR THE PERIODS ENDED DECEMBER 31, 1998)

Inception
Date Past Year Past 5 Years Since Inception
-----------------------------------------------------------------
INVESTMENT A SHARES
(with 4.50% sales charge) 8/19/94 __.__% __.__% __.__%
- -------------------------------------------------------------------------------------------------

INVESTMENT C SHARES
(with applicable 4/25/96 __.__% N/A __.__%
Contingent Deferred Sales
Charge)
- -------------------------------------------------------------------------------------------------

INSTITUTIONAL SHARES 11/2/98 N/A N/A __.__%
- -------------------------------------------------------------------------------------------------

[EAFE INDEX] __.__% __.__% __.__%
- -------------------------------------------------------------------------------------------------
</TABLE>

17
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
BOND FUNDS

FIFTH THIRD BOND FUND FOR INCOME

FUNDAMENTAL OBJECTIVE High level of current income.

PRINCIPAL INVESTMENT Under normal market conditions, the Fund invests at least 65%
STRATEGIES of total assets in debt securities and mortgage-backed
securities. At the time of investment, each of those
securities has a remaining maturity or average life of 10 years
or less and is rated as investment grade. Investment grade
securities are securities rated in the BBB major rating
category or higher by Standard & Poor's, or in the Baa major
rating category or higher by Moody's, or their unrated
equivalents.

From time to time, the Fund will invest in mortgage-backed
securities, which generally offer higher interest rates than
many types of debt securities. Mortgage-backed securities
represent interests to the revenue from pools of mortgages.

The Fund strives to manage its portfolio so that it receives a
fairly consistent level of income regardless of fluctuations in
interest rates. Additionally, the Fund may seek some capital
appreciation, especially when bond prices are rising, if Fifth
Third Bank believes that the Fund can realize such appreciation
without foregoing its objective of high current income.

The Fund reserves the right to invest up to 35% of total assets
in other securities, such as, high yield bonds.

PRINCIPAL INVESTMENT RISKS The principal risks of investing in the Fund include the risks
of investing in debt securities, such as, the tendency of bond
prices to fall when interest rates rise and the risk of an
issuer defaulting on its obligations of paying interest and
principal.

Generally, the price of a bond moves in the opposite direction
from interest rates. New bonds issued after a rise in rates
offer higher yields to investors. The only way an existing
bond with a lower yield can appear attractive to investors is
by selling at a lower price. This process works in reverse as
well; as interest rates fall, the price of a bond tends to
____________________________ increase.
| AN INVESTMENT IN THE |
| FUND IS NOT A DEPOSIT OF | The prices of mortgage-backed securities also are affected by
| FIFTH THIRD BANK OR ANY | changes in interest rates. Although mortgage-backed securities
| OTHER BANK AND IS NOT | tend to pay higher interest rates, they also carry additional
| INSURED OR GUARANTEED BY | risk. For instance, their prices and yields typically assume
| THE FDIC OR ANY OTHER | that the securities will be redeemed at a given time before
| GOVERNMENT AGENCY. | maturity. When interest rates fall substantially, they usually
___________________________| are redeemed early because the underlying mortgages often are
prepaid. The Fund would then have to reinvest the proceeds it
receives because of those redemptions at a lower rate. The
price or yield of mortgage-backed securities also may fall if
they are redeemed after that date.

</TABLE>

18
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
FIFTH THIRD BOND FUND FOR INCOME, CONTINUED

VOLATILITY AND PERFORMANCE INFORMATION

The bar chart and table provide an indication YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31
of the risks of an investment in the Fund by FOR INVESTMENT A SHARES
showing its performance from year to year and
over time, as well as compared to a
broad-based securities index. The [Lehman
Brothers Intermediate Government Corporate
Index ("LBIGC") is an unmanaged index
generally representative of the performance
of the bond market as a whole.]

AVERAGE ANNUAL TOTAL RETURNS (FOR THE PERIODS ENDED DECEMBER 31, 1998)

INVESTMENT C SHARES
(with applicable Contingent 1/27/97 __.__% N/A __.__%
Deferred Sales Charge)
- -------------------------------------------------------------------------------------------------

INSTITUTIONAL SHARES 11/2/98 N/A N/A __.__%
- -------------------------------------------------------------------------------------------------

[LBIGC] __.__% __.__% __.__%
- -------------------------------------------------------------------------------------------------
</TABLE>

19
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
FIFTH THIRD QUALITY BOND FUND

FUNDAMENTAL OBJECTIVE High current income and capital growth.

PRINCIPAL INVESTMENT Under normal market conditions, the Fund invests at least 65% of total
STRATEGIES assets in debt securities and mortgage-backed securities, which generally
offer higher interest rates than many types of debt securities. At the time
of investment, each of those securities has a remaining maturity or average
life of 30 years or less and is rated as investment grade. Investment grade
securities are securities rated in the BBB major rating category or higher
by Standard & Poor's, or in the Baa major rating category by Moody's, or
their unrated equivalents.

The Fund is managed for growth of capital but with less volatility than the
volatility generally associated with a portfolio composed solely of stocks.
In selecting portfolio securities, the Fund generally considers, among other
things, remaining maturity, stated interest rates, the price of the
security, as well as the financial condition of the issuer and its prospects
for long-term growth of earnings and revenues.

The Fund reserves the right to invest up to 35% of total assets in other
securities, such as high yield bonds.

PRINCIPAL INVESTMENT RISKS The principal risks of investing in the Fund include the risks of investing
in debt securities, such as, the tendency of bond prices to fall when
interest rates rise and the risk of an issuer defaulting on its obligations
of paying interest and principal.

Generally, the price of a bond moves in the opposite direction from interest
rates. New bonds issued after a rise in rates offer higher yields to
investors. The only way an existing bond with a lower yield can appear
attractive to investors is by selling at a lower price. This process works
____________________________ in reverse as well; as interest rates fall, the price of a bond tends to
| AN INVESTMENT IN THE | increase.
| FUND IS NOT A DEPOSIT OF |
| FIFTH THIRD BANK OR ANY | The prices of mortgage-backed securities also are affected by changes in
| OTHER BANK AND IS NOT | interest rates. Although mortgage-backed securities tend to pay higher
| INSURED OR GUARANTEED BY | interest rates, they also carry additional risk. Their prices and yields
| THE FDIC OR ANY OTHER | typically assume that the securities will be redeemed at a given time before
| GOVERNMENT AGENCY. | maturity. When interest rates fall substantially, they usually are redeemed
___________________________| early because the underlying mortgages often are prepaid. The Fund would
then have to reinvest the proceeds it receives because of those redemptions
at a lower rate. The price or yield of mortgage-backed securities also may
fall if they are redeemed after that date.
</TABLE>

20
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
FIFTH THIRD QUALITY BOND FUND, CONTINUED

VOLATILITY AND PERFORMANCE INFORMATION

The bar chart and table provide an indication YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31
of the risks of an investment in the Fund by FOR INVESTMENT A SHARES
showing its performance from year to year and
over time, as well as compared to a
broad-based securities index. The [Lehman
Brothers Intermediate Government Corporate
Index ("LBIGC") is an unmanaged index
generally representative of the performance
of the bond market as a whole.]

AVERAGE ANNUAL TOTAL RETURNS (FOR THE PERIODS ENDED DECEMBER 31, 1998)

Inception
Date Past Year Past 5 Years Since Inception
-----------------------------------------------------------------
INVESTMENT A SHARES
(with 4.50% sales charge) 11/20/92 __.__% __.__% __.__%
- -------------------------------------------------------------------------------------------------

INVESTMENT C SHARES
(with applicable Contingent 4/25/96 __.__% N/A __.__%
Deferred Sales Charge)
- -------------------------------------------------------------------------------------------------

INSTITUTIONAL SHARES 11/2/98 N/A N/A __.__%
- -------------------------------------------------------------------------------------------------

[S&P 500(R) INDEX] __.__% __.__% __.__%
- -------------------------------------------------------------------------------------------------
</TABLE>

21
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
FIFTH THIRD U.S. GOVERNMENT SECURITIES FUND

FUNDAMENTAL OBJECTIVE High level of current income. Capital growth is a secondary objective.

PRINCIPAL INVESTMENT Under normal market conditions, the Fund invests at least 65%
STRATEGIES of total assets in U.S. government securities. At the time of
investment, those securities have a remaining maturity or
average life of 7 years or less, although the Fund attempts to
minimize fluctuations in the value of its shares.

U.S. government securities are debt securities issued or
guaranteed as to principal or interest by the U.S. Treasury,
various government agencies or certain organizations, which
have been formed by an Act of Congress. They may include
securities issued or sponsored by Government National Mortgage
Association (Ginnie Mae), Federal National Mortgage Association
(Fannie Mae) and Federal Home Loan Mortgage Corporation
(Freddie Mac).

U.S. Treasury securities are direct obligations of the U.S.
government, and are backed by the U.S. government's full faith
and credit. The principal and interest to be paid on
securities issued by some U.S. government agencies also may be
backed by the U.S. government's full faith and credit, by other
obligations of the Treasury or by the agency itself. While
there are different degrees of credit quality, all U.S.
government securities generally are considered highly credit
worthy.

In selecting portfolio securities, the Fund generally
considers, among other things, stated interest rates and the
price of a security. The Fund attempts to limit volatility of
Fund share prices by managing the average life of the Fund's
investment portfolio.

The Fund reserves the right to invest up to 35% of total assets
in other securities, such as corporate bonds and high yield
bonds.

Generally, the price of a bond moves in the opposite direction
from interest rates. New bonds issued after a rise in rates
offer higher yields to investors. The only way an existing
bond with a lower yield can appear attractive to investors is
____________________________ by selling at a lower price. This process works in reverse as
| AN INVESTMENT IN THE | well; as interest rates fall, the price of a bond tends to
| FUND IS NOT A DEPOSIT OF | increase.
| FIFTH THIRD BANK OR ANY |
| OTHER BANK AND IS NOT |
| INSURED OR GUARANTEED BY |
| THE FDIC OR ANY OTHER |
| GOVERNMENT AGENCY. |
___________________________|

</TABLE>

22
<PAGE>

FIFTH THIRD U.S. GOVERNMENT SECURITIES FUND, CONTINUED

VOLATILITY AND PERFORMANCE INFORMATION

The bar chart and table provide an indication YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31
of the risks of an investment in the Fund by FOR INVESTMENT A SHARES
showing its performance from year to year and
over time, as well as compared to a
broad-based securities index. The [Lehman
Brothers Intermediate Government Bond Index
("LBIGBI") is an unmanaged index generally
representative of intermediate-term
government bonds.]

AVERAGE ANNUAL TOTAL RETURNS (FOR THE PERIODS ENDED DECEMBER 31, 1998)

Inception
Date Past Year Past 5 Years Since Inception
-----------------------------------------------------------------
INVESTMENT A SHARES
(with 4.50% sales charge) 11/20/92 __.__% __.__% __.__%
- -------------------------------------------------------------------------------------------------

INVESTMENT C SHARES
(with applicable Contingent 4/24/96 __.__% N/A __.__%
Deferred Sales Charge)
- -------------------------------------------------------------------------------------------------

INSTITUTIONAL SHARES 11/2/98 N/A N/A __.__%
- -------------------------------------------------------------------------------------------------

[LBIGBI] __.__% __.__% __.__%
- -------------------------------------------------------------------------------------------------
</TABLE>

23
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
MUNICIPAL BOND FUNDS

FIFTH THIRD MUNICIPAL BOND FUND

FUNDAMENTAL OBJECTIVE High level of current income that is exempt from federal regular income taxes.

PRINCIPAL INVESTMENT Under normal market conditions, the Fund invests at least 80% of total
STRATEGIES assets in municipal securities, which pay interest that is exempt from
federal income tax. The securities generally are issued by U.S. states,
counties, cities, towns, territories and public authorities. At the time of
investment, they are rated as investment grade. Investment grade
securities are securities rated in the BBB major rating category or higher
by Standard & Poor's or in the Baa major rating category by Moody's, or
their unrated equivalents.

[Among the securities in which the Fund may invest are participation
agreements, that is, interests in loans made to municipalities, and general
obligation and revenue bonds of tax-exempt municipalities.] [The Fund also
may invest in limited obligation securities, from which interest and
principal payments are dependent on payments from specific sources rather
than the general obligations of the government issuer. Limited obligation
securities include: lease obligations and installment contracts (issued by
government entities to obtain funds to lease or acquire equipment and other
property), project finance obligations (issued in connection with the
financing of infrastructure projects) and industrial revenue bonds (issued
in the name of a public authority to finance infrastructure used by a
private entity).]

In selecting portfolio securities the Fund generally considers, among other
things, remaining maturity or average life, stated interest rates and the
price of a security. The Fund attempts to manage volatility by maintaining
a portfolio with an intermediate average life.

The Fund reserves the right to invest up to 35% of total assets in other
securities, such as U.S. government securities, corporate debt securities
and high yield debt securities.

PRINCIPAL INVESTMENT RISKS The principal risks of investing in the Fund include the risks of investing
in debt securities, such as, the tendency of bond prices to fall when interest
rates rise and the risk of an issuer defaulting on its obligations of paying
interest and principal.

Generally, the price of a bond moves in the opposite direction from interest
rates. New bonds issued after a rise in rates offer higher yields to investors.
The only way an existing bond with a lower yield can appear attractive to
____________________________ investors is by selling at a lower price. This process works in reverse as
| AN INVESTMENT IN THE | well; as interest rates fall, the price of a bond tends to increase.
| FUND IS NOT A DEPOSIT OF |
| FIFTH THIRD BANK OR ANY | The fund's performance may be affected by political and economic factors
| OTHER BANK AND IS NOT | at the state, regional or national level. Those factors may include
| INSURED OR GUARANTEED BY | budgetary problems and declining tax bases. Actual or proposed changes in tax
| THE FDIC OR ANY OTHER | rates also may affect your net return. Limited obligation securities are not
| GOVERNMENT AGENCY. | general obligations of the issuers. As a result, in the event of a default
___________________________| or termination, the security holders may have limited recourse.

</TABLE>

24
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
FIFTH THIRD MUNICIPAL BOND FUND, CONTINUED

VOLATILITY AND PERFORMANCE INFORMATION

The bar chart and table provide an indication YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31
of the risks of an investment in the Fund by FOR INVESTMENT A SHARES
showing its performance from year to year and
over time, as well as compared to a
broad-based securities index. The [Lehman
Brothers 7-Year Municipal Bond Index
("LB7MBI") is an unmanaged index that
generally is representative of municipal
bonds with intermediate maturities.]

AVERAGE ANNUAL TOTAL RETURNS (FOR THE PERIODS ENDED DECEMBER 31, 1998)

INVESTMENT C SHARES
(with applicable Contingent 1/27/97 __.__% N/A __.__%
Deferred Sales Charge)
- -------------------------------------------------------------------------------------------------

INSTITUTIONAL SHARES 11/2/98 __.__% N/A __.__%
- -------------------------------------------------------------------------------------------------

[LB7MBI] __.__% __.__% __.__%
- -------------------------------------------------------------------------------------------------
</TABLE>

25
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
FIFTH THIRD OHIO TAX FREE BOND FUND

FUNDAMENTAL OBJECTIVE Current income exempt from federal income tax and the personal income taxes
imposed by the State of Ohio and Ohio municipalities.

PRINCIPAL INVESTMENT Under normal market conditions, the Fund invests at least 80% of total
STRATEGIES assets in municipal securities which pay interest that is exempt from
personal income taxes imposed by Ohio and its municipalities. The
securities generally are issued by the State of Ohio, as well as counties,
cities, towns, territories and public authorities in Ohio. At the time of
investment, they are rated as investment grade. Investment grade
securities are securities rated in the BBB major rating category or higher
by Standard & Poor's or in the Baa major rating category by Moody's, or
their unrated equivalents.

[Among the securities in which the Fund may invest are participation
agreements, that is, interests in loans made to municipalities, and general
obligations and revenue bonds of tax-exempt municipalities and general
obligation and revenue bonds of tax-exempt municipalities.] [The Fund also
may invest in limited obligation securities, from which interest and
principal payments are dependent on payments from specific sources rather
than the general obligations of the government issuer. Limited obligation
securities include: lease obligations and installment contracts (issued by
government entities to obtain funds to lease or acquire equipment and other
property), project finance obligations (issued in connection with the
financing of infrastructure projects) and industrial revenue bonds (issued
in the name of a public authority to finance infrastructure used by a
private entity).]

In selecting portfolio securities, the Fund considers, among other things,
remaining maturity, stated interest rates and the price of a security. The
Fund attempts to manage volatility by maintaining a portfolio with an
intermediate average life.

PRINCIPAL INVESTMENT RISKS The principal risks of investing in the Fund include the risks of investing
in debt securities, such as, the tendency of bond prices to fall when
interest rates rise and the risk of an issuer defaulting on its obligations
of paying interest and principal.

Generally, the price of a bond moves in the opposite direction from interest
rates. New bonds issued after a rise in rates offer higher yields to
investors. The only way an existing bond with a lower yield can appear
attractive to investors is by selling at a lower price. This process works
____________________________ in reverse as well; as interest rates fall, the price of a bond tends to
| AN INVESTMENT IN THE | increase.
| FUND IS NOT A DEPOSIT OF |
| FIFTH THIRD BANK OR ANY | The Fund's performance may be affected by political and economic factors at
| OTHER BANK AND IS NOT | the state or regional level. Those factors may include budgetary problems
| INSURED OR GUARANTEED BY | and declining tax bases. Actual or proposed changes in tax rates also may
| THE FDIC OR ANY OTHER | affect your net return. Limited obligation securities are not general
| GOVERNMENT AGENCY. | obligations of the issuers. As a result, in the event of a default or
___________________________| termination, the security holders may have limited recourse.

This Fund is a non-diversified fund with regard to issuers of securities.
As a result, it does not have to invest in as many issuers as a diversified
fund and thus, could be significantly affected by the performance of one or
a small number of issuers.
</TABLE>

26
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
FIFTH THIRD OHIO TAX FREE BOND FUND, CONTINUED

VOLATILITY AND PERFORMANCE INFORMATION

The bar chart and table provide an indication YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31
of the risks of an investment in the Fund by FOR INVESTMENT A SHARES
showing its performance from year to year and
over time, as well as compared to a
broad-based securities index. The [Lehman
Brothers 7-Year Municipal Bond Index
("LB7MBI") is an unmanaged index that
generally is representative of municipal
bonds with intermediate maturities.]

AVERAGE ANNUAL TOTAL RETURNS (FOR THE PERIODS ENDED DECEMBER 31, 1998)

Inception
Date Past Year Past 5 Years Since Inception
-----------------------------------------------------------------
INVESTMENT A SHARES
(with 4.50% sales charge) 5/27/93 __.__% N/A __.__%
- -------------------------------------------------------------------------------------------------

INVESTMENT C SHARES
(with applicable Contingent 4/24/96 __.__% N/A __.__%
Deferred Sales Charge)
- -------------------------------------------------------------------------------------------------

INSTITUTIONAL SHARES 11/2/98 N/A N/A __.__%
- -------------------------------------------------------------------------------------------------

[LB7MBI] __.__% __.__% __.__%
- -------------------------------------------------------------------------------------------------
</TABLE>

27
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
ADDITIONAL INFORMATION ABOUT THE FUNDS' INVESTMENTS

The primary investments and investment strategies of the Funds are described above. Below are descriptions of some additional
investments and strategies of the Funds, some of their risks as well as other risks of investing in the Funds. A list of each Fund's
investments is included in the Funds' most recent annual or semi-annual report to shareholders. Please note, though, that a Fund may
adjust the composition of its portfolio as market and economic conditions change.

The success of achieving each Fund's investment strategy depends on the skill of Fifth Third Bank, Heartland or MSAM to assess the
potential of the securities in which the Fund invests as well as to evaluate and anticipate changing economic and market conditions.

INTERNATIONAL EXPOSURE Many U.S. companies in which the Funds may invest generate significant revenues and
(Applies to all Equity and earnings from abroad. As a result, those companies and the prices of their
Bond Funds) securities may be affected by weaknesses in global and regional economies and the
relative value of foreign currencies to the U.S. dollar. Taken as a whole, those
factors could adversely affect the price of Fund shares.

FOREIGN SECURITIES Foreign securities are generally more volatile than their domestic counterparts, in
(Applies to Fifth Third Quality part because of higher political and economical risks, lack of reliable information
Growth, Fifth Third Equity and fluctuations in currency exchange rates. Those risks are usually higher in less
Income, Fifth Third Mid Cap, developed countries.
Fifth Third International
Equity, Fifth Third Bond Fund In addition, foreign securities may be more difficult to resell and the markets for
for Income, and Fifth Third them less efficient than for comparable U.S. securities. Even where a foreign
Quality Bond Funds) security increases in price in its local currency, the appreciation may be diluted by
the negative effect of exchange rates when the security's value is converted to U.S.
dollars. Foreign withholding taxes also may apply and errors and delays may occur in
the settlement process for foreign securities.

The fund may use foreign currencies and related instruments to hedge its foreign
investments.

REPURCHASE AGREEMENTS Each Fund may enter into repurchase agreements. A repurchase agreement is a
(Applies to all Funds) agreement in which a Fund buys securities from a bank or other financial institution
and agrees to sell it back at a specified time and place. The risks of repurchase
agreements include the risk that a counterparty will not buy back the securities as
required and the securities decline in value. To mitigate that risk, the Funds
intend to enter repurchase agreements only with high quality counterparties and
purchase only high quality, short-term debt securities.

SECURITIES LENDING Each Fund may seek additional income or fees by lending portfolio securities to
(Applies to all Funds) qualified institutions. By reinvesting any cash collateral it receives in these
transactions, the Fund could realize additional gains or losses. If the borrower
fails to return the securities and the invested collateral has declined
in value, a Fund could lose money.

RESTRICTED AND ILLIQUID Any securities that are thinly traded or whose resale is restricted can be difficult
SECURITIES to sell at a desired time and price. Some of those securities are new and complex,
(Applies to all Funds) and trade only among institutions; the markets for these securities are still
developing and may not function as efficiently as established markets. Owning a
large percentage of restricted or illiquid securities could hamper a Fund's ability
raise cash to meet redemptions. Also, because there may not be an established market
price for these securities, a Fund may have to estimate their value, which means that
their valuation (and, to a much smaller extent, the valuation of the fund) may have a
subjective element.
</TABLE>

28
<PAGE>

<S> <C>
DERIVATIVES Derivatives, a category that includes warrants, options and futures, are financial
(Applies to all Funds) instruments whose value derives from another security, an index or currency. Each
Fund may use derivatives for hedging (attempting to offset a potential loss in one
position by establishing an interest in an opposite position). This includes the use
of currency-based derivatives for hedging its positions in foreign securities. The
Funds may also use derivatives for speculation (investing for potential income or
capital gain).

While hedging can guard against potential risks, it adds to a Fund's expenses and can
eliminate some opportunities for gains. There is also a risk that a derivative
intended as a hedge may not perform as expected.

The main risk with derivatives is that some types can amplify a gain or loss,
potentially earning or losing substantially more money than the actual cost of the
derivative.

With some derivatives, whether used for hedging or speculation, there is also the
risk that the counterparty may fail to honor its contract terms, causing a loss for a
Fund.
WHEN-ISSUED SECURITIES Each Fund may invest in securities prior to their date of issue. These securities
(Applies to all Funds) could fall in value by the time they are actually issued, which may be any time from
a few days to over a year.

BONDS The value of any bond held by a Fund is likely to decline when interest rates rise;
(Applies to all Funds) this risk is greater for bonds with longer maturities. A less significant risk is
that a bond issuer could default on principal or interest payments, causing a loss
for a Fund.

SHORT-TERM TRADING While the Funds ordinarily do not trade securities for short-term profits, they may
(Applies to all Funds) sell any security at any time they believe best, which may result in short-term
trading. Short-term trading can increase a Fund's transaction costs and may increase
your tax liability if there are capital gains.

DEFENSIVE INVESTING During unusual market conditions, each Fund may place up to 100% of total assets in
(Applies to all Funds) cash or high-quality, short-term debt securities. To the extent that a Fund does
this, it is not pursuing its goal.

YEAR 2000 Fifth Third Bank does not currently anticipate that computer problems related to the
(Applies to all Funds) year 2000 will have a material effect on any Fund. However, there can be no
assurances is this area, including the possibility that year 2000 computer problems
could negatively affect communications systems, investment markets or the economy in
general.
</TABLE>

29
<PAGE>

SHAREHOLDER FEES AND FUND EXPENSES

These tables describe the fees and expenses that you may pay if you buy and
hold shares of the Funds. Shareholder fees are paid by you at the time you
purchase or sell your shares. Annual Fund operating expenses are paid out of
Fund assets, and are reflected in the share price. Each Fund's fees and
expenses are based upon the Fund's estimated operating expenses for the fiscal
year ended July 31, 1999.

<TABLE>
<CAPTION>
Equity Funds - Fee Table

SHAREHOLDER FEES FIFTH THIRD FIFTH THIRD FIFTH THIRD FIFTH THIRD
QUALITY GROWTH EQUITY INCOME CARDINAL PINNACLE
FUND FUND FUND FUND

INVESTMENT A INVESTMENT A INVESTMENT A INVESTMENT A
INVESTMENT C INVESTMENT C INVESTMENT C INVESTMENT C
INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL
- ---------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Maximum Sales
Charge (Load)
Imposed on
Purchases 4.50% None None 4.50% None None 4.50% None None 4.50% None None

Maximum Sales
Charge (Load)
Imposed on None None None None None None None None None None None None
Reinvested
Dividends

Maximum
Deferred Sales
Load None 1.00% None None 1.00% None None 1.00% None None 1.00% None

Annual Fund
Operating
Expenses
(as a percentage
of average net
assets)

Management
fees/1/ 0.80% 0.80% 0.80% 0.80% 0.80% 0.80% 0.60% 0.60% 0.60% 0.80% 0.80% 0.80%

Distribution
[and/or Service] 0.25% 1.00% None 0.25% 1.00% None 0.25% 1.00% None 0.25% 1.00% None
(12b-1) fees

Other expenses/2/ ____% ____% ____% ____% ____% ____% ____% ____% ____% ____% ____% ____%

Total Annual
Fund Operating
Expenses/3/ ____% ____% ____% ____% ____% ____% ____% ____% ____% ____% ____% ____%

Fee Waiver

Net Annual Fund
Operating Expenses

FIFTH THIRD FIFTH THIRD FIFTH THIRD
BALANCED MID CAP INTERNATIONAL
FUND FUND EQUITY FUND

SHAREHOLDER FEES INVESTMENT A INVESTMENT A INVESTMENT A
INVESTMENT C INVESTMENT C INVESTMENT C
ITERNATIONAL INTERNATIONAL INTERNATIONAL
- ---------------- ------------ ------------- -------------
Maximum Sales
Charge (Load)
Imposed on
Purchases 4.50% None None 4.50% None None 4.50% None None

Maximum Sales
Charge (Load)
Imposed on None None None None None None None None None
Reinvested
Dividends

Maximum
Deferred Sales None 1.00% None None 1.00% None None 1.00% None
Load

Annual Fund
Operating
Expenses
(as a percentage
of average net
assets)

Management 0.80% 0.80% 0.80% 0.80% 0.80% 0.80% 1.00% 1.00% 1.00%
fees/1/

Distribution
[and/or Service] 0.25% 1.00% None 0.25% 1.00% None 0.25% 1.00% None
(12b-1) fees

Other expenses/2/ ____% ____% ____% ____% ____% ____% ____% ____% ____%

Total Annual
Fund Operating
Expenses/3/ ____% ____% ____% ____% ____% ____% ____% ____% ____%

Fee Waiver

Net Annual Fund
Operating Expenses

- --------
/1/ [Reserved]
/2/ Certain Service Organizations may receive fees from a Fund in amounts up to an annual rate of 0.25% of the daily net asset
value of the Fund shares owned by the shareholders with whom the Service Organization has a servicing relationship.
/3/ Other Expenses and Total Fund Operating Expenses of the Fund are estimated for the current fiscal year.
</TABLE>

30
<PAGE>

<TABLE>
<CAPTION>
MUNICIPAL BOND FUNDS -
BOND FUNDS - FEE TABLE FEE TABLE
------------------------------------------------------------ -----------------------------------------
SHAREHOLDER FEES FIFTH THIRD FIFTH THIRD FIFTH THIRD FIFTH THIRD FIFTH THIRD
BOND FUND FOR INCOME QUALITY BOND FUND U.S. GOVERNMENT MUNICIPAL BOND FUND OHIO TAX-FREE FUND
SECURITIES FUND

INVESTMENT A INVESTMENT A INVESTMENT A INVESTMENT A INVESTMENT A
INVESTMENT C INVESTMENT C INVESTMENT C INVESTMENT C INVESTMENT C
INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL
-------------------- ----------------- --------------- ------------------- ------------------
<S> <C> <C> <C> <C> <C>
Maximum Sales Charge
(Load) Imposed on
Purchases 4.50% None None 4.50% None None 4.50% None None 4.50% None None 4.50% None None

Maximum Sales Charge
(Load) Imposed on
Reinvested Dividends None None None None None None None None None None None None None None None

Maximum Deferred
Sales Load None 1.00% None None 1.00% None None 1.00% None None 1.00% None None 1.00% None

Annual Fund
Operating Expenses
(as a percentage of
average net assets)

Management fees/1/ 0.55% 0.55% 0.55% 0.55% 0.55% 0.55% 0.55% 0.55% 0.55% 0.55% 0.55% 0.55% 0.55% 0.55% 0.55%

Distribution
[and/or Service]
(12b-1) fees 0.25% 1.00% None 0.25% 1.00% None 0.25% 1.00% None 0.25% 1.00% None 0.25% 1.00% _____

Other expenses/2/ ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----

Total Annual Fund
Operating Expenses/3/ ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----

Fee Waiver

Net Annual Fund
Operating Expenses

31
<PAGE>

EXPENSE EXAMPLES

Use the tables below to compare fees and expenses with the fees and expenses of
other mutual funds. The tables illustrate the amount of fees and expenses you
and the Fund would pay, assuming a $10,000 initial investment, 5% annual return,
payment of maximum sales charges, and no changes in the Fund's operating
expenses. Amounts are presented assuming redemption at the end of the period and
no redemption. Because these examples are hypothetical and for comparison only,
your actual costs may be different.

Equity Funds
1 3 5 10
Fifth Third Quality Growth Fund Year Years Years Years
<S> <C> <C> <C> <C> <C>
---------------------------------- --------- ---------- ----------- ----------
Investment A Shares $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
Investment C Shares
Assuming Redemption $___ $___ $___ $___
Assuming no Redemption $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
Institutional Shares $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------

1 3 5 10
Fifth Third Equity Income Fund Year Years Years Years
---------------------------------- --------- ---------- ----------- ----------
Investment A Shares $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
Investment C Shares
Assuming Redemption $___ $___ $___ $___
Assuming no Redemption $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
Institutional Shares $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------

1 3 5 10
Fifth Third Cardinal Fund Year Years Years Years
---------------------------------- --------- ---------- ----------- ----------
Investment A Shares $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
Investment C Shares
Assuming Redemption $___ $___ $___ $___
Assuming no Redemption $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
Institutional Shares $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------

1 3 5 10
Fifth Third Pinnacle Fund Year Years Years Years
---------------------------------- --------- ---------- ----------- ----------
Investment A Shares $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
Investment C Shares
Assuming Redemption $___ $___ $___ $___
Assuming no Redemption $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
Institutional Shares $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------

1 3 5 10
Fifth Third Balanced Fund Year Years Years Years
---------------------------------- --------- ---------- ----------- ----------
Investment A Shares $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
Investment C Shares
Assuming Redemption $___ $___ $___ $___
Assuming no Redemption $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
Institutional Shares $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------

1 3 5 10
Fifth Third Mid Cap Fund Year Years Years Years
---------------------------------- --------- ---------- ----------- ----------
Investment A Shares $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
Investment C Shares
Assuming Redemption $___ $___ $___ $___
Assuming no Redemption $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
Institutional Shares $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
</TABLE>

32
<PAGE>

<TABLE>
<CAPTION>
Fifth Third International Equity 1 3 5 10
Fund Year Years Years Years
---------------------------------- --------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Investment A Shares $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
Investment C Shares
Assuming Redemption $___ $___ $___ $___
Assuming no Redemption $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
Institutional Shares $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
BOND FUNDS
1 3 5 10
Fifth Third Bond Fund For Income Year Years Years Years
---------------------------------- --------- ---------- ----------- ----------
Investment A Shares $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
Investment C Shares
Assuming Redemption $___ $___ $___ $___
Assuming no Redemption $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
Institutional Shares $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------

1 3 5 10
Fifth Third Quality Bond Fund Year Years Years Years
---------------------------------- --------- ---------- ----------- ----------
Investment A Shares $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
Investment C Shares
Assuming Redemption $___ $___ $___ $___
Assuming no Redemption $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
Institutional Shares $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------

Fifth Third U.S. Government 1 3 5 10
Securities Fund Year Years Years Years
---------------------------------- --------- --------- ------------ ----------
Investment A Shares $___ $___ $___ $___
---------------------------------- --------- --------- ------------ ----------
Investment C Shares
Assuming Redemption $___ $___ $___ $___
Assuming no Redemption $___ $___ $___ $___
---------------------------------- --------- --------- ------------ ----------
Institutional Shares $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
MUNICIPAL BOND FUNDS
1 3 5 10
Fifth Third Municipal Bond Fund Year Years Years Years
---------------------------------- --------- ---------- ----------- ----------
Investment A Shares $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
Investment C Shares
Assuming Redemption $___ $___ $___ $___
Assuming no Redemption $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
Institutional Shares $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------

Fifth Third Ohio Tax-Free 1 3 5 10
Bond Fund Year Years Years Years
---------------------------------- --------- ---------- ----------- ----------
Investment A Shares $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
Investment C Shares
Assuming Redemption $___ $___ $___ $___
Assuming no Redemption $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
Institutional Shares $___ $___ $___ $___
---------------------------------- --------- ---------- ----------- ----------
</TABLE>

33
<PAGE>

FUND MANAGEMENT

INVESTMENT ADVISERS AND SUBADVISER

Fifth Third Bank, 38 Fountain Square Plaza, Cincinnati, Ohio 45263, serves as
investment manager to all Funds other than Fifth Third Pinnacle Fund. Heartland
Capital Management, Inc., 36 Pennsylvania Avenue Street, Suite 610,
Indianapolis, Indiana 46204, serves as investment manager to Fifth Third
Pinnacle Fund. Each of those two managers is a subsidiary of Fifth Third
Bancorp. Morgan Stanley Asset Management, Inc., 1221 Avenue of the Americas, New
York, New York 46204, serves as investment subadviser to Fifth Third
International Equity Fund.

As of _____________, 1999, Fifth Third Bank had approximately $___ billion of
assets under management, including approximately $____ billion of assets held by
mutual funds. As of ______, 1999, Heartland had approximately $___ billion of
assets under management, including approximately $___ billion of assets held by
mutual funds. As of __________, 1999, MSAM had approximately $___ billion of
assets under management, including approximately $___ billion of assets held by
mutual funds.

The management and subadvisory fees paid by the Funds for the year ended July
31, 1999 are as follows:

- ----------------------------------------------------------------------
As a percentage of
average net assets
- ----------------------------------------------------------------------
Fifth Third Quality Growth Fund 0.80%
- ----------------------------------------------------------------------
Fifth Third Equity Income Fund 0.80%
- ----------------------------------------------------------------------
Fifth Third Cardinal Fund 0.60%
- ----------------------------------------------------------------------
Fifth Third Pinnacle Fund 0.80%
- ----------------------------------------------------------------------
Fifth Third Balanced Fund 0.80%
- ----------------------------------------------------------------------
Fifth Third Mid Cap Fund 0.80%
- ----------------------------------------------------------------------
Fifth Third International Equity Fund 1.00%
(subadvisory fee) (0.45%)*
- ----------------------------------------------------------------------
Fifth Third Bond Fund For Income 0.55%
- ----------------------------------------------------------------------
Fifth Third Quality Bond Fund 0.55%
- ----------------------------------------------------------------------
Fifth Third U.S. Government Securities Fund 0.55%
- ----------------------------------------------------------------------
Fifth Third Municipal Bond Fund 0.55%
- ----------------------------------------------------------------------
Fifth Third Ohio Tax Free Bond Fund 0.55%
- ----------------------------------------------------------------------

*Fifth Third Bank was responsible for paying this fee from the fees it receives
as investment manager to Fifth Third International Equity Fund.

34
<PAGE>

PORTFOLIO MANAGERS

FIFTH THIRD BANK

EQUITY FUNDS

Steven E. Folker has been the portfolio manager for Fifth Third Quality Growth
Fund, Fifth Third Balanced Fund and Fifth Third Mid Cap Fund since 1993 and
Fifth Third Cardinal Fund since 1998. Currently, he is the Chief Equity
Strategist for Fifth Third Investment Advisors and is Vice President and Trust
Officer of Fifth Third Bank. He is also a Chartered Financial Analyst, has over
16 years of investment experience and is a member of the Cincinnati Society of
Financial Analysts. He earned a B.B.A. in Finance & Accounting and an M.S. in
Finance, Investments & Banking from the University of Wisconsin.

John B. Schmitz has managed Fifth Third International Equity Fund since 19___,
and Fifth Third Equity Income Fund since 19___. He is a Vice President and
Trust Officer of Fifth Third Bank, a Chartered Financial Analyst and has over 12
years of experience. He is also a member of the Cincinnati Society of Financial
Analysts. Mr. Schmitz graduated with a B.B.A. in Finance & Real Estate from the
University of Cincinnati.

BOND FUNDS/MUNICIPAL BOND FUNDS

Investment decisions for all of the Fifth Third bond funds as well as the bond
portion of Fifth Third Balanced Fund are made by a team of investment
professionals, all of whom are employees of Fifth Third Bank.

HEARTLAND CAPITAL MANAGEMENT, INC.

Robert D. Markley, President and Chief Executive Officer of Heartland and Thomas
F. Maurath, Executive Vice President of Heartland, have been primarily
responsible for management of Fifth Third Pinnacle Fund and management of its
predecessor fund since 1985. Mr. Markley is a chartered financial analyst and
holds a B.A. in Marketing form Michigan State University and an M.B.A. from
Northwestern University. Mr. Maurath also is a chartered financial analyst who
earned a B.B.A. in Accounting from the University of Notre Dame and a M.B.A.
from Indiana University.

MORGAN STANLEY ASSET MANAGEMENT, INC.

Barton M. Biggs has served as portfolio manager of the International Equity Fund
since 19__. He has been Chairman and a Director of MSAM since 1980 and Managing
Director of Morgan Stanley & Co. Incorporated since 1975. He is also a Director
of Morgan Stanley Group, Inc. and a Director and Officer of six registered
investment companies to which MSAM and certain of its affiliates provides
investment advisory services. Mr. Biggs holds a B.A. from Yale University and
an M.B.A. from New York University.

FUND ADMINISTRATION

BISYS Fund Services, Limited Partnership serves as the administrator of the
Funds. The administrator generally assists in all aspects of the Fund
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 provides these at an annual rate as
specified below.

[INSERT NUMBERS]

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, Fifth Third Bank performs sub-
administrative services on behalf of each Fund, including providing certain
administrative personnel and services necessary to operate the Funds, for which
it receives a fee from BISYS at an annual rate of 0.025% of the average
aggregate daily net assets of all the Funds.

35
<PAGE>

SHAREHOLDER INFORMATION

PURCHASING AND SELLING FUND SHARES

PRICING FUND SHARES

The price of Fund shares is based on the Fund's Net Asset Value (NAV), which
usually is determined using market prices. Under special circumstances, such as
when an event occurs after the close of the exchange on which a Fund's portfolio
securities are principally traded, which, in the investment manager's opinion
has materially affected the price of those securities, the Fund may use fair
value pricing. Each Fund's NAV is calculated at 4:00 p.m. Cincinnati time each
day the New York Stock Exchange is open for regular trading and the Federal
Reserve Bank of Cleveland is open for business. Each Fund's NAV may change on
days when shareholders will not be able to purchase or redeem Fund shares.

PURCHASING AND ADDING TO YOUR SHARES

You may purchase shares on days when the New York Stock Exchange is open for
regular trading and the Federal Reserve Bank of Cleveland is open for business.
Your purchase price will be the next NAV after your purchase order, completed
application and full payment have been received by the Funds or its transfer
agent. All orders must be received by the Funds or its transfer agent prior to
2:30 p.m. Cincinnati time in order to receive that day's NAV.

You may purchase Investment A and Investment C shares through [banks,] brokers
and other investment representatives, which may charge additional fees and may
require higher minimum investments or impose other limitations on buying and
selling shares and which have a sales agreement with BISYS Fund Services,
Limited Partnership, the distributor of Fund shares.

Institutional shares may be purchased through the Trust Department of Fifth
Third Bank, qualified employee retirement plans [established by or through the
distributor of Fund shares], or broker-dealers, investment advisers, financial
planners or other financial institutions which have an agreement with Fifth
Third Bank to place trades for themselves or their clients for a fee.

If you purchase shares through an investment representative, that party is
responsible for transmitting orders by 2:30 p.m. Cincinnati time and that party
may have an earlier cut-off time for purchase and sale requests. Consult your
investment representative or institution for specific information.

MINIMUM INVESTMENTS

ACCOUNT TYPE MINIMUM MINIMUM
INITIAL INVESTMENT SUBSEQUENT INVESTMENT
INVESTMENT A
INVESTMENT C
INSTITUTIONAL $ 1,000
REGULAR $ 50
- --------------------------------------------------------------------------
AUTOMATIC INVESTMENT PLAN $ NONE $ NONE
- --------------------------------------------------------------------------

All purchases must be in U.S. dollars. A fee will be charged for any checks that
do not clear. Third-party checks are not accepted.

For details and application forms, contact your broker or financial adviser or
call 1-888-799-5353 or write to: Fifth Third Funds, c/o Fifth Third Bank, 38
Fountain Square Plaza, Cincinnati, Ohio 45263.

A Fund may waive its minimum investment requirement and the Distributor may
reject a purchase order if either considers it in the best interest of the Fund
and its shareholders.

36
<PAGE>

AVOID 31% TAX WITHHOLDING

Each Fund is required to withhold 31% of taxable dividends, capital gains
distributions and redemptions paid to any shareholder who has not provided the
Fund with his or her certified Taxpayer Identification Number in compliance with
IRS rules. To avoid this withholding, make sure you provide your correct Tax
Identification Number (your Social Security Number for individual investors) on
your account application.

INSTRUCTIONS FOR OPENING OR ADDING TO AN ACCOUNT

BY MAIL

IF PURCHASING THROUGH YOUR FINANCIAL ADVISOR OR BROKERAGE ACCOUNT, SIMPLY TELL
YOUR ADVISOR OR BROKER THAT YOU WISH TO PURCHASE SHARES OF THE FUNDS AND HE OR
SHE WILL TAKE CARE OF THE NECESSARY DOCUMENTATION. FOR ALL OTHER PURCHASES,
FOLLOW THE INSTRUCTIONS BELOW.

All investments made by regular mail or express delivery, whether initial or
subsequent, should be sent to:

BY REGULAR MAIL: BY EXPRESS MAIL:
Fifth Third Funds Fifth Third Funds
P.O. Box 5354 312 Walnut Street, 21st Floor
Cincinnati, OH 45201-5354 Cincinnati, OH 45202-3874

For Initial Investment:
1. Carefully read and complete the application. Establishing your account
privileges now saves you the inconvenience of having to add them later.
2. Make check, bank draft or money order payable to "Fifth Third Funds" and
include the name of the appropriate Fund(s) on the check.
3. Mail or deliver a completed application and full payment to address above.

For Subsequent Investment:
1. Use the investment slip attached to your account statement. Or, if
unavailable, provide the following information:
. Fund name
. Share class
. Amount invested
. Account name and account number
2. Make check, bank draft or money order payable to "Fifth Third Funds" and
include your account number on the check.
3. Mail or deliver investment slip and full payment to the address above.

ELECTRONIC PURCHASES

To send full payment electronically, your bank must participate in the Automated
Clearing House (ACH) and must be a U.S. Bank. Your bank or broker may charge
you for using this service.

Establish the electronic purchase option on your account application or call 1-
800-282-5706. Your account can generally be set up for electronic purchases
within 15 days.

Call 1-800-282-5706 to arrange a transfer from your bank account.

Electronic vs. Wire Transfer

Wire transfers allow financial institutions to send
funds to each other, almost instantaneously. With an
electronic purchase or sale, the transaction is made
through the Automated Clearing House (ACH). ACH
transactions usually clear within 2 to 3 days, but may
take up to eight. There is generally no fee for ACH
transactions.

37
<PAGE>

BY WIRE TRANSFER
For Initial Investments: Call 1-800-282-5706 for a confirmation number and
instructions for returning your completed application.

FOR INITIAL AND SUBSEQUENT INVESTMENTS:
Instruct your bank to wire transfer your investment to:
Routing Number: ABA #042 000 314
Fifth Third Funds: 999-41387
Fifth Third Cincinnati
Attention: Fifth Third Funds Dept.

INCLUDE:
Your name
Fund Name
Share Class
Your confirmation number

After instructing your bank to wire the funds, call 1-800-282-5706 to advise us
of the amount being transferred and the name of your bank. NOTE: YOUR BANK MAY
CHARGE A WIRE TRANSFER FEE.

You can add to your account by using the convenient options described below.
The Funds reserve the right to change or eliminate these privileges at any time
with [60] days notice.

<TABLE>
<CAPTION>
SYSTEMATIC INVESTMENT PROGRAM DIRECTED DIVIDEND OPTION
<S> <C>
You can make monthly automatic investments in the Funds from By selecting the appropriate box in the Account
your bank account. There are no minimum amounts required for Application, you can elect to receive your
automatic investments into the Funds. Systematic investment distributions in cash (check) or have distributions
transactions occur on the 15th day of the month, if the Funds (capital gains and dividends) reinvested in another
are open for business on that day, or on the next day that the Fifth Third Fund without a sales charge. You must
Funds are open for business. maintain the minimum balance in each Fund into which
you plan to reinvest dividends or the reinvestment
To invest regularly from your bank account: will be suspended and your dividends paid to you.
. Complete the Systematic Investment Plan portion on your The Fund may modify or terminate this reinvestment
Account Application. option without notice. You can change or terminate
Make sure you note: your participation in the reinvestment option at any
. Your bank name, address and account number time.
. The amount you wish to invest automatically
. How often you want to invest (every month,
4 times a year, twice a year or once a year)
. Attach a voided personal check.

To invest regularly from your paycheck or government check:
Call 1-800-282-5706 for an enrollment form. ---------------------------------------------------------

SELLING YOUR SHARES
You may sell your shares on days WITHDRAWING MONEY FROM YOUR FUND INVESTMENT
when the New York Stock As a mutual fund shareholder, you are selling shares when you request a
Exchange is open for regular withdrawal in cash. This is also known as redeeming shares or a
trading and the Fiscal Reserve redemption of shares.
Bank of Cleveland is open for
business. Your sales price will be
the next NAV after your sell order is
received by the Funds, its transfer
agent, or your investment
representative. All orders must be
received by the Fund on its transfer
</TABLE>

38
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
CONTINGENT DEFERRED SALES CHARGE
When you sell Investment C shares, you will be charged a fee for any shares
that have not been held for at least 6 years after purchase. THESE FEES WILL
BE DEDUCTED FROM THE MONEY PAID TO YOU. See the section on "Distribution
Arrangements/Sales Charges" below for details.

INSTRUCTIONS FOR SELLING SHARES
IF SELLING YOUR SHARES THROUGH YOUR FINANCIAL ADVISER OR BROKER, ASK HIM OR
HER FOR REDEMPTION PROCEDURES. Your adviser and/or broker may have transaction
minimums and/or transaction times which will affect your redemption. For all
other sales transactions, follow the instructions below.

BY TELEPHONE 1. Call 1-800-282-5706 with instructions as to how you wish to receive your
(unless you have declined funds (mail, wire, electronic transfer). (See "General Policies on Selling
telephone sales privileges) Shares--Verifying Telephone Redemptions" below.)

BY MAIL 1. Call 1-800-282-5706 to request redemption forms or write a letter of
(See "General Policies on Selling instruction indicating:
Shares - When Written Redemption . your Fund and account number
Requests are Required" below.) . amount you wish to redeem
. address where your check should be sent
. account owner signature
2. Mail to:
Fifth Third Funds
P.O. Box 5354
Cincinnati, OH 45201-5354

BY OVERNIGHT SERVICE 1. See instruction 1 above.
(See "General Policies on Selling 2. Send to:
Shares--Redemptions in Writing Fifth Third Funds
Required" below.) 312 Walnut Street, 21st Floor
Cincinnati, OH 45202-3874

BY WIRE TRANSFER Call 1-800-282-5706 wire transfer.
You must indicate this option on
your application. If you call by 2:30 p.m. Cincinnati time, your payment will normally be
wired to your bank on the next business day.

The Fund may charge a wire transfer fee.[if normally charged, disclose here
and in fee table]
Note: Your financial institution may also charge a separate fee.

BY ELECTRONIC REDEMPTIONS Call 1-800-282-5706 to request an electronic redemption.

Your bank must participate in the If you call by 2:30 p.m. Cincinnati time, the NAV of your shares will
Automated Clearing House (ACH) and normally be determined on the same day and the proceeds will be credited
must be a U.S. bank. within 8 days.

Your bank may charge for this service.
</TABLE>

39
<PAGE>

<TABLE>
<S> <C>
SYSTEMATIC WITHDRAWAL PLAN
You can receive automatic payments from your account on a monthly basis on the
last day of the month that the Funds are open for business. The maximum
withdrawal per year is 12% of the account value at the time of election. To
activate this feature:

. Make sure you've checked the appropriate box on the Account
Application. Or call 1-800-282-5706.
. Include a voided personal check.
. Your account must have a value of $10,000 or more to start
automatic withdrawals.
</TABLE>

GENERAL POLICIES ON SELLING SHARES

WHEN WRITTEN REDEMPTION REQUESTS ARE REQUIRED
You must request redemptions in writing in the following situations:
1. Redemptions from Individual Retirement Accounts ("IRAs").
2. Redemption requests requiring a signature guarantee, which include each of
the following.
. Redemptions over $50,000
. [Your account registration or the name(s) in your account has changed
within the last 90 days]
. The check is not being mailed to the address on your account
. The check is not being made payable to the owner of the account
. The redemption proceeds are being transferred to another Fund account with
a different registration.

Signature guarantees may be obtained from a U.S. stock exchange member, a U.S.
commercial bank or trust company, or any other financial institution that is a
member of the STAMP (Securities Transfer Agents Medallion Program), MSP (New
York Stock Exchange Medallion Signature Program) or SEMP (Stock Exchanges
Medallion Program). Members are subject to dollar limitations which must be
considered when requesting their guarantee. The Transfer Agent may reject any
signature guarantee if it believes the transaction would otherwise be improper.

VERIFYING TELEPHONE REDEMPTIONS
The Funds make every effort to insure that telephone redemptions are only made
by authorized shareholders. All telephone calls are recorded for your protection
and you will be asked for information to verify your identity. Given these
precautions, unless you have specifically indicated on your application that
you do not want the telephone redemption feature, you may be responsible for any
fraudulent telephone orders. If appropriate precautions have not been taken, the
Transfer Agent may be liable for losses due to unauthorized transactions.

[REDEMPTIONS WITHIN 10 DAYS OF INITIAL INVESTMENT
When you have made your initial investment by check, you cannot redeem any
portion of it until the Transfer Agent is satisfied that the check has cleared
(which may require up to 10 business days). You can avoid this delay by
purchasing shares with a certified check.]

REFUSAL OF REDEMPTION REQUEST
The Funds may postpone payment for shares at times when the New York Stock
Exchange is closed or under any emergency circumstances as determined by the
U.S. Securities and Exchange Commission. If you experience difficulty making a
telephone redemption during periods of drastic economic or market change, you
can send the Funds your request by regular or express mail. Follow the
instructions above under "Withdrawing Money From Your Fund Investment--By Mail"
in this section.

CLOSING OF SMALL ACCOUNTS
If your account falls below $1,000, a Fund may ask you to increase your balance.
If it is still below the minimum after 30 days, the Fund may close your account
and send you the proceeds at the current NAV.

40
<PAGE>

UNDELIVERABLE REDEMPTION CHECKS
If you choose to receive distributions by check and if distribution checks (1)
are returned and marked as "undeliverable" or (2) remain uncashed for six
months, your account will be changed automatically so that all future
distributions are reinvested in your account. Checks that remain uncashed for
six months will be canceled and the money reinvested in your account with the
appropriate Fund.

EXCHANGING YOUR SHARES

You can exchange your INSTRUCTIONS FOR EXCHANGING SHARES
shares in one Fund for IF EXCHANGING SHARES THROUGH YOUR FINANCIAL ADVISOR OR
shares of the same BROKER, ASK HIM OR HER FOR EXCHANGE PROCEDURES. FOR
class of another ALL OTHER EXCHANGE TRANSACTIONS, FOLLOW THE
Fifth Third Fund, INSTRUCTIONS BELOW:
usually without Exchanges may be made by sending a written request to
paying additional Fifth Third Funds, P.O. Box 5354, Cincinnati, OH 45201-
sales charges (see 5354, or by calling 1-800-282-5706. Please provide the
"Notes" Below). No following information:
transaction fees are . Your name and telephone number
charged for exchanges. . The exact name on your account and account number
. Taxpayer identification number (usually your Social
You must meet the Security number)
minimum investment . Dollar value or number of shares to be exchanged
requirements for the . The name of the Fund from which the exchange is to
Fund into which you be made
are exchanging. . The name of the Fund into which the exchange is
Exchanges from one being made
Fund to another are
taxable.
See "General Policies on Selling Shares" above for
important information about telephone transactions.

To prevent disruption in the management of the Funds,
due to market timing strategies, exchange activity may
be limited. Although unlikely, the Funds may reject
exchanges, or change or terminate rights to exchange
shares.

AUTOMATIC EXCHANGES NOTES ON EXCHANGES
You can use the Funds' When exchanging from a Fund that has no sales charge or
Automatic Exchange a lower sales charge to a Fund with a higher sales
feature to purchase charge, you will pay the difference.
shares of the Funds
at regular intervals
through regular, The registration and tax identification numbers of the
automatic redemptions two accounts must be identical. If you don't have an
from the Money Market account with the new Fund, a new account will be opened
Fund. To participate with the same features unless you write to tell us to
in the Automatic change them.
Exchange:
. Complete the The Exchange Privilege (including automatic exchanges)
appropriate section may be changed or eliminated at any time.
of the Account
Application. Be sure to read the Prospectus carefully of any Fund
. Keep a minimum of into which you wish to exchange shares.
$10,000 in the Fund
and $1,000 in the The exchange privilege is available only in states
Fund whose shares where shares of the new Fund may be sold.
you are buying.
If shares of a Fund are purchased by check, those
To change the Automatic shares cannot be exchanged until your check has been
Exchange instructions collected. [This could take 10 days or more.]
or to discontinue the
feature, you may write All exchanges are based on the relative net asset value
to: Fifth Third Funds, next determined after the exchange order is received by
P.O. Box 5354, the Funds.
Cincinnati, Ohio 45201-5354.

41
<PAGE>

DISTRIBUTION ARRANGEMENTS/SALES CHARGES

This section describes the sales charges and fees you will pay as an investor in
different share classes offered by the Funds and ways to qualify for reduced
sales charges.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Investment A INVESTMENT C INSTITUTIONAL SHARES
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Sales Charge (Load) Front-end sales charge (not No front-end sales charge. A None
applicable to money market contingent deferred sales
funds); reduced sales charges charge (CDSC) may be imposed
available. on shares redeemed within six
years after purchase; shares
automatically convert to
Investment A Shares after 8
years. Maximum investment is
$250,000.
- ------------------------------------------------------------------------------------------------------------------------------
Distribution and Service Subject to annual Subject to annual distribution None
(12b-1) Fee distribution and shareholder and shareholder servicing fees
servicing fees of up to 0.25% of up to 1.00% of the Fund's
of the Fund's assets. assets.
- ------------------------------------------------------------------------------------------------------------------------------
Fund Expenses Lower annual expenses than Higher annual expenses than Lower annual expenses then
Investment C shares. Investment A shares. Investment A and C shares
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

CALCULATION OF SALES CHARGES

INVESTMENT A SHARES

Investment A shares are sold at their public offering price. This price includes
the initial sales charge. Therefore, part of the money you invest will be used
to pay the sales charge. The remainder is invested in Fund shares. The sales
charge decreases with larger purchases. There is no sales charge on reinvested
dividends and distributions.

The current sales charge rates are as follows:

SALES CHARGE SALES CHARGE
AS A % OF AS A % OF
YOUR INVESTMENT OFFERING PRICE YOUR INVESTMENT
- --------------------------------------------------------------------------
Less than $50,000 4.50% 4.71%
- --------------------------------------------------------------------------
$50,000 but less than $100,000 4.00% 4.17%
- --------------------------------------------------------------------------
$100,000 but less than $150,000 3.00% 3.09%
- --------------------------------------------------------------------------
$150,000 but less than $250,000 2.00% 2.04%
- --------------------------------------------------------------------------
$250,000 but less than $500,000 1.00% 1.01%
- --------------------------------------------------------------------------
$500,000 or more/1/ 0.00% 0.00%
- --------------------------------------------------------------------------

If you have through Fifth Third Bank a Club 53 Account, One Account Advantage or
Platinum One Account, you are eligible for the following reduced sales charges.

- -----------------
/1/ There is no initial sales charge on purchases of $500,000 or more.

42
<PAGE>

SALES CHARGE SALES CHARGE
AS A % OF AS A % OF
YOUR INVESTMENT OFFERING PRICE YOUR INVESTMENT
- --------------------------------------------------------------------------
Less than $50,000 3.97% 4.13%
- --------------------------------------------------------------------------
$50,000 up to $100,000 3.47% 3.59%
- --------------------------------------------------------------------------
$100,000 up to $150,000 2.47% 2.53%
- --------------------------------------------------------------------------
$150,000 up to $250,000 1.47% 1.49%
- --------------------------------------------------------------------------
$250,000 up to $500,000 0.47% 0.47%
- --------------------------------------------------------------------------
$500,000 and above/1/ 0.00% 0.00%
- --------------------------------------------------------------------------

[/1/ There is no initial sales charge on purchases of $500,000 or more. However,
a contingent deferred sales charge (CDSC) of up to 1.00% of the purchase price
will be charged to the shareholder if shares are redeemed in the first year
after purchase, or up to .50% if redeemed in the second year after purchase.
This charge will be based on the lower of your cost for the shares or their NAV
at the time of redemption. There will be no CDSC on reinvested distributions.]

SALES CHARGE REDUCTIONS
You may qualify for reduced sales charges under the following circumstances.

. Letter of Intent. You inform the Fund in writing that you intend to purchase
enough shares over a 13-month period to qualify for a reduced sales charge.
You must include a minimum of 5% of the total amount you intend to purchase
with your letter of intent.

. Rights of Accumulation. When the value of shares you already own plus the
amount you intend to invest reaches the amount needed to qualify for reduced
sales charges, your added investment will qualify for the reduced sales
charge.

. Combination Privilege. Combine accounts of multiple Funds (excluding the
Money Market Fund) or accounts of immediate family household members (spouse
and children under 21) to achieve reduced sales charges.

. Proceeds from Unaffiliated Mutual Funds. There is no sales charge for Fund
shares purchased with proceeds from the redemption of shares of an
unaffiliated mutual fund which were (a) sold with a sales charge or
commission or (b) held at least 90 days immediately prior to purchase in a
fund which was not a money market fund or stable value fund.

. Distributions from Qualified Retirement Plans. There also is no sale charge
for Fund shares purchased with distributions from qualified retirement plans
or other trusts administered by Fifth Third Bank.

SALES CHARGE WAIVERS
The following transactions qualify for waivers of sales charges that apply to
Investment A shares:

. Shares purchased by investment representatives through fee-based investment
products or accounts.

. Proceeds from redemptions from another mutual fund complex within 90 days
after redemption, if you paid a front end sales charge for those shares.

. Reinvestment of distributions from a deferred compensation plan, agency,
trust, or custody account that was maintained by the Adviser or its
affiliates or invested in any Fifth Third Fund.

. Shares purchased for trust or other advisory accounts established with
the Adviser or its affiliates.

. Shares purchased by directors, trustees, employees, and family members of the
Adviser and its affiliates and any organization that provides services to the
Funds; retired Fund trustees; dealers who have an agreement with the
Distributor; and any trade organization to which the Adviser or the
Administrator belongs.

. Shares purchased in connection with 401(k) plans, 403(b) plans and other
employer-sponsored qualified retirement plans, "wrap" type programs non-
transactional fee fund programs, and programs offered by fee-based financial
planners and other types of financial institutions (including omnibus service
providers).

43
<PAGE>

INVESTMENT C SHARES

Class C shares are offered at NAV, without any up-front sales charge. Therefore,
all the money you invest is used to purchase Fund shares. If you sell your
Investment C shares before the first anniversary of purchase, however, you will
pay a 1% contingent deferred sales changes or CDSC at the time of redemption.
The CDSC will be based upon the lower of the NAV at the time of purchase or the
NAV at the time of redemption according to the schedule below. If you sell
some but not all of your C shares, certain shares not subject to the CDSC i.e.,
shares purchased with reinvested dividends) will be redeemed first, followed by
shares subject to the lowest CDSC (typically shares held for the longest time).
There is no CDSC on reinvested dividends or distributions.

REINSTATEMENT PRIVILEGE

If you have sold Investment A or C shares and decide to reinvest in the Fund
within a 90 day period, you will not be charged the applicable sales load on
amounts up to the value of the shares you sold. You must provide a written
reinstatement request and payment within 90 days of the date your instructions
to sell were processed.

DISTRIBUTION AND SERVICE (12B-1) FEES

12b-1 fees compensate the Distributor and other dealers and investment
representatives for services and expenses relating to the sale and distribution
of the Fund's shares and/or for providing shareholder services. 12b-1 fees are
paid from Fund assets on an ongoing basis, and will increase the cost of your
investment. 12b-1 fees may cost you more than paying other types of sales
charges.

. The 12b-1 fees vary by share class as follows:
. Investment A shares may pay a 12b-1 fee of up to .25% of the average daily
net assets of a Fund.
. Investment C shares pay a 12b-1 fee of up to 1.00% of the average daily
net assets of the applicable Fund. This will cause expenses for Investment
C shares to be higher and dividends to be lower than for Investment A
shares.

. The higher 12b-1 fee on Investment C shares, together with the CDSC, help the
Distributor sell Investment C shares without an "up-front" sales charge. In
particular, these fees help to defray the Distributor's costs of advancing
brokerage commissions to investment representatives.

. The Distributor may use up to .25% of the 12b-1 fee for shareholder servicing
and up to .75% for distribution.

Over time shareholders will pay more than the equivalent of the maximum
permitted front-end sales charge because 12b-1 distribution and service fees are
paid out of the Fund's assets on an on-going basis.

DIVIDENDS AND DISTRIBUTIONS

All dividends and distributions will be automatically reinvested unless you
request otherwise. You can receive them in cash or by electronic funds transfer
to your bank account if you are not a participant in an IRA account or in a tax
qualified plan. There are no sales charges for reinvested distributions.
Dividends are higher for Investment A shares than for Investment C shares,
because Investment A shares have lower distribution expenses.

DISTRIBUTIONS ARE MADE ON A PER SHARE BASIS REGARDLESS OF HOW LONG YOU'VE OWNED
YOUR SHARES. THEREFORE, IF YOU INVEST SHORTLY BEFORE THE DISTRIBUTION DATE,
SOME OF YOUR INVESTMENT WILL BE RETURNED TO YOU IN THE FORM OF A TAXABLE
DISTRIBUTION.

Dividends, if any, are declared and paid monthly by the following funds: Fifth
Third Quality Growth Fund, Fifth Third Equity Income Fund, Fifth Third Bond Fund
for Income, Fifth Third Quality Bond Fund, Fifth Third Government Securities
Fund, Fifth Third Municipal Bond Fund and Fifth Third Ohio Tax Free Bond Fund.
Dividends, if any, are declared and paid quarterly by the following funds: Fifth
Third Cardinal Fund, Fifth Third Pinnacle Fund, Fifth Third Balanced Fund and
Fifth Third Mid Cap Fund. Dividends, if any, are declared and paid annually by
the following Fund: Fifth Third International Equity Fund. Capital gains, if
any, are distributed at least annually.

44
<PAGE>

TAXATION

FEDERAL INCOME TAX

Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions, including capital gains distributions
received. This applies whether dividends and other distributions are received
in cash or as additional shares. Distributions representing long-term capital
gains, if any, will be taxable to shareholders as long-term capital gains no
matter how long the shareholders have held the shares. No federal income tax is
due on any dividend earned in an IRA or qualified retirement plan until
distributed. Shareholders are urged to consult their own tax advisors regarding
the status of their accounts under state and local laws.

ADDITIONAL TAX INFORMATION FOR FIFTH THIRD OHIO TAX FREE BOND FUND

Dividends from Fifth Third Ohio Tax Free Bond Fund representing interest from
obligations held by that Fund which are issued by the State of Ohio or its
subdivisions, which interest is exempt from federal income tax when received by
a shareholder, should also be exempt from Ohio individual income tax as well as
any Ohio municipal income tax even if the municipality is permitted under
current Ohio Law to levy a tax on intangible income. Income from the Fund is
not necessarily free from state income taxes in states other than Ohio or from
personal property taxes.

ADDITIONAL TAX INFORMATION FOR FIFTH THIRD MUNICIPAL BOND FUND

Dividends from Fifth Third Municipal Bond Fund representing net interest income
earned on some temporary investments and any realized net short-term gains are
taxed as ordinary income. Distributions representing net long-term capital
gains realized by the Fifth Third Municipal Bond Fund, if any, will be taxable
as long-term capital gains regardless of the length of time shareholders have
held their Shares.

ADDITIONAL TAX INFORMATION FOR FIFTH THIRD MUNICIPAL BOND FUND AND OHIO TAX FREE
BOND FUND

Interest income from certain types of municipal securities may be subject to
federal alternative minimum tax. To the extent either Fund invests in those
securities, individual shareholders, depending on their own tax status, may be
subject to alternative minimum tax on that part of the Fund's distributions
derived from those securities.

ADDITIONAL TAX INFORMATION FOR INTERNATIONAL EQUITY FUND

The International Equity Fund may invest in the stock of certain foreign
corporations that would constitute a Passive Foreign Investment Company (PFIC).
Federal income taxes may be imposed on the Fund at ordinary income rates upon
disposition of PFIC investments.

Investment income received by the Fund from sources within foreign countries may
be subject to foreign taxes withheld at the source. The United States has
entered into tax treaties with many foreign countries that entitle the Fund to
reduced tax rates or exemption on this income. The effective rate of foreign
tax cannot be predicted since the amount of the Fund assets to be invested
within various countries is unknown. However, the Fund intends to operate so as
to qualify for treaty-reduced tax rates where applicable.

The Fund intends to qualify so as to allow shareholders to claim a foreign tax
credit or deduction on their federal income tax returns. Shareholders, however,
may be limited in their ability to claim a foreign tax credit and shareholders
who elect to deduct their portion of the Fund's foreign taxes rather than take
the foreign tax credit must itemize deductions on their federal income tax
returns.

45
<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Funds'
financial performance for the past 5 years or the period of each Fund's
operations, if shorter. Certain information reflects financial results for a
single Fund share. The total returns in the tables represent the rate that an
investor would have earned or lost on an investment in a Fund (assuming
reinvestment of all dividends and distributions). This information has been
audited by Ernst & Young LLP, whose report, along with the Funds' financial
statements, are included in [the SAI or annual report], which is available upon
request.

The following additional information is available to you upon
request and without charge.

ANNUAL/SEMIANNUAL REPORTS (REPORTS):
The Funds' annual and semi-annual reports to shareholders contain
additional information on the Funds' investments. In the annual
report, you will find a discussion of the market conditions and
investment strategies that significantly affected the Funds'
performance during the previous fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI): The SAI provides more
detailed information about the Funds, including their operations
and investment policies. It is incorporated by reference and is
legally considered a part of this prospectus.

---------------------------------------------------------------------
YOU CAN GET FREE COPIES OF ANNUAL AND SEMI-ANNUAL REPORTS AND THE SAI,
(PROSPECTUSES OF THE OTHER FIFTH THIRD FUNDS), OR REQUEST OTHER
INFORMATION AND DISCUSS YOUR QUESTIONS ABOUT THE FUNDS BY CONTACTING
A BROKER OR OTHER FINANCIAL INSTITUTION THAT SELLS THE FUNDS. IN
ADDITION, YOU MAY CONTACT THE FUNDS AT:

FIFTH THIRD FUNDS
C/O FIFTH THIRD BANK
38 FOUNTAIN SQUARE PLAZA
CINCINNATI, OHIO 45263
TELEPHONE: 1-888-799-5353
Internet: http://www.53.com/advisors/mutual/index.htm
---------------------------------------------------------------------

You can review the Annual and Semi-Annual Reports and the SAI at the
Public Reference Room of the Securities and Exchange Commission. You
can get copies:
. For a fee, by writing the Public Reference Section of the Commission,
Washington, D.C. 20549-6009 or calling 1-800-SEC-0330.
. At no charge from the Commission's Website at http://www.sec.gov.

*The Funds' website is not part of this Prospectus.

Investment Company Act file no. 811-8384.

46
<PAGE>

FIFTH THIRD FUNDS
- --------------------------------------------------------------------------------

Prospectus
November 30, 1999

Institutional Shares MONEY MARKET FUNDS
(All Funds) ------------------
Fifth Third Government Money Market Fund
Fifth Third Prime Money Market Fund
Fifth Third Tax Exempt Money Market Fund
Fifth Third U.S. Treasury Money Market Fund
Investment A Shares
(All Funds except Fifth
Third U.S. Treasury
Money Market Fund)

Questions?
Call 1-888-799-5353
or your investment
representative.

The Securities and Exchange Commission
has not approved or disapproved the
shares described in this prospectus or
determined whether this prospectus is
accurate or complete. Any representation
to the contrary is a criminal offense.

- --------------------------------------------------------------------------------

1
<PAGE>

Table of Contents
- --------------------------------------------------------------------------------

OBJECTIVES, STRATEGIES AND RISKS

OVERVIEW

The Funds

Additional Information About the Funds'
Investments

SHAREHOLDER FEES AND FUND EXPENSES

FEE TABLES

EXPENSE EXAMPLES

FUND MANAGEMENT

INVESTMENT ADVISERS AND SUBADVISER

FUND ADMINISTRATION

SHAREHOLDER INFORMATION

PURCHASING AND SELLING FUND SHARES

PURCHASING AND ADDING TO YOUR SHARES

SELLING YOUR SHARES

EXCHANGING YOUR SHARES

DISTRIBUTION ARRANGEMENTS/SALES CHARGES

DIVIDENDS AND DISTRIBUTIONS

TAXATION

FINANCIAL HIGHLIGHTS

BACK COVER

WHERE TO LEARN MORE ABOUT FIFTH THIRD
FUNDS

2
<PAGE>

OBJECTIVES, STRATEGIES AND RISKS

OVERVIEW

This prospectus provides important information about each of Fifth Third
Government Money Market Fund, Fifth Third Prime Money Market Fund, Fifth Third
Tax Exempt Money Market Fund and Fifth Third U.S. Treasury Money Market Fund
(the "Funds"), each a separate series of Fifth Third Funds, including:

. the investment objective

. principal investment strategies

. principal risks, and

. volatility and performance information

All Funds are managed by Fifth Third Bank.

[RISK/RETURN PROFILE + PRINCIPAL RISK CHART NOT NEEDED HERE]

3
<PAGE>

THE FUNDS

FIFTH THIRD GOVERNMENT MONEY MARKET FUND

Fundamental Objective High current income consistent with stability
of principal and liquidity.

Principal Investment The Fund manages its portfolio subject to
Strategies strict SEC guidelines, which are designed so
that the Fund may maintain a stable $1.00 per
share price, although there is no guarantee
that it will do so. All of the Fund's
investments are expected to mature in the
short-term and the dollar-weighted average
portfolio maturity of the Fund may not exceed
90 days.

The Fund invests at least 95% of total assets
in high-quality securities called "first tier"
securities. These generally will be securities
issued or guaranteed as to principal or
interest by the U.S. Treasury or another U.S.
government agency or instrumentality.

The Fund reserves the right to invest up to 5%
of its portfolio in "second tier" securities,
which generally are corporate securities that,
at the time of purchase, are rated by such
firms as Standard & Poor's and Moody's in
their second highest short-term major rating
categories, or unrated securities that are
considered equivalent by the Fund's investment
manager. Some corporate securities purchased
by the Fund may be restricted securities, that
is, they may be subject to limited resale
rights.

Principal Investment Risks The Fund's principal risks are those risks
that could affect the overall yield of the
An investment in the Fund is Fund and thus, the return on your investment.
not a deposit of Fifth Third They include factors that cause short-term
Bank or any other bank and is interest rates to decline, such as a weak
not insured or guaranteed by economy, strong equity markets and changes by
the FDIC or any other the Federal Reserve in its monetary policies.
government agency. Although The Fund's ability to meet redemption
the Fund seeks to preserve the obligations could be burdened by its
value of your investment at investments in securities restricted as to
$1.00 per share, it is possible resale. Restricted securities generally trade
to lose money by investing in among institutions in markets that are not as
this Fund. developed or that do not function as
efficiently as more established markets.

4
<PAGE>

FIFTH THIRD GOVERNMENT MONEY MARKET FUND, Continued

Volatility and Performance Information

The bar chart and table provide an indication Year-by-Year Total Returns
of the risks of an investment in the Fund by as of 12/31
showing its performance from For Institutional Shares
year to year and over time.

The returns assume that Fund distributions
have been reinvested.

Past performance does not indicate how the
Fund will perform in the future.

The bar chart above does not reflect
the impact of any applicable sales
charges or account fees, which would
reduce returns.

Best quarter: Q___ 19__ ____%
Worst quarter: Q___ 19__ ____%
Year to Date Return
(01/01/99 to 9/30/99): ____%

Average Annual Total Returns (for the periods ended December 31, 1998)

Inception Past Year Past 5 Years Since Inception
Date

Investment A Shares 11/25/91 __.__% __.__% __.__%

- --------------------------------------------------------------------------------

Institutional Shares 11/25/91 __.__% __.__% __.__%

- --------------------------------------------------------------------------------

To obtain current yield information, call 1-888-799-5353.

5
<PAGE>

FIFTH THIRD PRIME MONEY MARKET FUND

Fundamental Objective Current income consistent with stability of
principal.

The Fund invests at least 95% of its total
assets in high-quality securities called
"first tier" securities. These generally will
be corporate securities, including commercial
paper, that at the time of purchase are rated
by such firms as Standard & Poor's and Moody's
in their highest short-term major rating
categories, or are unrated securities that are
considered equivalent by the Fund's investment
manager. They also may include securities
issued or guaranteed as to principal or
interest by the U.S. Treasury or any U.S.
Government agency or instrumentality.

6
<PAGE>

FIFTH THIRD PRIME MONEY MARKET FUND, Continued

Volatility and Performance Information

The bar chart and table provide an indication Year-by-Year Total Returns
of the risks of an investment in the Fund by as of 12/31
showing its performance from year to year and For Institutional Shares
over time.

The returns assume that Fund distributions
have been reinvested.

Past performance does not indicate how the
Fund will perform in the future.

The bar chart above does not
reflect the impact of any
applicable sales charges or
account fees, which would reduce
returns.

Best quarter: Q___ 19__ ____%
Worst quarter: Q___ 19__ ____%
Year to Date Return (01/01/99
to 9/30/99): ____%

Average Annual Total Returns (for the periods ended December 31, 1998)

Inception Past 10 Years or
Date Past Year Past 5 Years Since Inception

Investment A Shares 8/11/92 __.__% __.__% __.__%

- --------------------------------------------------------------------------------

Institutional Shares 6/14/89 __.__% __.__% __.__%
- --------------------------------------------------------------------------------

To obtain current yield information, call 1-888-799-5353.

7
<PAGE>

FIFTH THIRD TAX EXEMPT MONEY MARKET FUND

Fundamental Objective Maximize current income, exempt from federal
income tax, while preserving capital and
maintaining liquidity.

Principal Investment The Fund manages its portfolio subject to strict
Strategies SEC guidelines, which are designed so that the
Fund may maintain a stable $1.00 per share
price, although there is no guarantee that it
will do so. All of the Fund's investments are
expected to mature in the short-term and the
dollar-weighted average portfolio maturity of
the Fund may not exceed 90 days.

The Fund invests at least 95% of its total
assets in high-quality securities called "first
tier." At least 80% of its total assets are
invested in a diversified portfolio of municipal
securities, which include fixed and variable
rate debt obligations issued by various states,
their counties, towns and public authorities.
Those securities tend to be:

. general obligation bonds where principal and
interest are paid from general tax revenues
received by the issuer;
. revenue bonds, where principal and interest
are paid only from the revenues received from
one or more public projects or special excise
taxes. These bonds tend to be issued in
connection with the financing of
infrastructure projects, such as toll roads
and housing projects, and they are not
general obligations of the issuer;
. industrial development bonds, where principal
and interest are paid only from revenues
received from privately-operated facilities.
Generally, these bonds are issued in the name
of a public finance authority to finance
infrastructure to be used by a private
entity. However, they are general obligations
of the private entity, not the issuer.

The Fund reserves the right to invest up to 5%
of its portfolio in "second tier" securities,
which generally are corporate securities that,
at the time of purchase, are rated by such firms
as Standard & Poor's and Moody's in their second
highest short-term major rating categories, or
unrated securities that are considered
equivalent by the Fund's investment manager.
Some corporate securities purchased by the Fund
may be restricted securities, that is, they may
be subject to limited resale rights.

8
<PAGE>

FIFTH THIRD TAX EXEMPT MONEY MARKET FUND, Continued

Principal Investment Risks The Fund's principal risks are those risks that
could affect the overall yield of the Fund and
An investment in the Fund is thus, the return on your investment. They
not a deposit of Fifth Third include factors that cause short-term interest
Bank or any other bank and is rates to decline, such as a weak economy, strong
not insured or guaranteed by equity markets and changes by the Federal
the FDIC or any other Reserve in its monetary policies.
government agency. Although
the Fund seeks to preserve Because the Fund's securities are issued by
the value of your investment states, cities, towns and public authorities,
at $1.00 per share, it is the Fund's performance also may be affected by
possible to lose money by political and economic conditions at the state
investing in this Fund. or local level. Those conditions may include
state or city budgetary problems, declines in
the tax base and, generally, any factor that may
cause rating agencies to downgrade the credit
ratings on state or municipal securities. Actual
or proposed changes in tax rates, regulations or
government-sponsored programs also could affect
the yield on your investment.

The Fund's ability to meet redemption
obligations could be burdened by its investments
in securities restricted as to resale.
Restricted securities generally trade among
institutions in markets that are not as
developed or that do not function as efficiently
as more established markets.

9
<PAGE>

FIFTH THIRD TAX EXEMPT MONEY MARKET FUND, Continued

Volatility and Performance Information

The bar chart and table provide an indication Year-by-Year Total Returns
of the risks of an investment in the Fund by as of 12/31
showing its performance from year to year and For Investment A Shares
over time.

The returns assume that Fund distributions
have been reinvested.

Past performance does not indicate how the
Fund will perform in the future.

The bar chart above does not
reflect the impact of any
applicable sales charges or
account fees, which would reduce
returns.

Best quarter: Q___ 19__ ____%
Worst quarter: Q___ 19__ ____%
Year to Date Return
(01/01/99 to 9/30/99): ____%

Average Annual Total Returns (for the periods ended December 31, 1998)

Inception Past 10 Years or
Date Past Year Past 5 Years Since Inception

Investment A Shares __.__% __.__% __.__% __.__%

- --------------------------------------------------------------------------------

Institutional Shares 9/21/95 __.__% N/A __.__%

- --------------------------------------------------------------------------------

To obtain current yield information, call 1-888-799-5353.

10
<PAGE>

FIFTH THIRD U.S. TREASURY MONEY MARKET FUND

Fundamental Objective Stability of principal and current income
consistent with stability of principal.

Principal Investment The Fund manages its portfolio subject to strict
Strategies SEC guidelines, which are designed so that the
Fund may maintain a stable $1.00 per share price,
although there is no guarantee that it will do so.
All of the Fund's investments are expected to
mature in the short-term and the dollar-weighted
average portfolio maturity of the Fund may not
exceed 90 days.

The Fund invests at least 95% of its total assets
in high-quality securities called "first tier"
securities. These generally will be short-term
obligations issued by the U.S. Treasury, which are
guaranteed as to principal and interest by the
U.S. Government.

The Fund reserves the right to invest up to 5% of
its portfolio in "second tier" securities, which
generally are corporate securities that, at the
time of purchase, are rated by such firms as
Standard & Poor's and Moody's in their second
highest short-term major rating categories, or
unrated securities that are considered equivalent
by the Fund's investment manager. Some corporate
securities purchased by the Fund may be restricted
securities; that is, they may be subject to
limited resale rights.

Principal Investment Risks The Fund's principal risks are those risks that
could affect the overall yield of the Fund and
thus, the return on your investment. They include
factors that cause short-term interest rates to
decline, such as a weak economy, strong equity
markets and changes by the Federal Reserve in its
monetary policies.

An investment in the Fund is
not a deposit of Fifth Third
Bank or any other bank and is
not insured or guaranteed by
the FDIC or any other
government agency. Although
the Fund seeks to preserve the
value of your investment at
$1.00 per share, it is possible
to lose money by investing in
this Fund.

11
<PAGE>

FIFTH THIRD U.S. TREASURY MONEY MARKET FUND, Continued

Volatility and Performance Information

The returns assume that Fund distributions
have been reinvested.

Past performance does not indicate how the
Fund will perform in the future.

The bar chart above does not reflect the
impact of any applicable sales charges or
account fees, which would reduce returns.

Best quarter: Q___ 19__ ____%
Worst quarter: Q___ 19__ ____%
Year to Date Return (01/01/99
to 9/30/99): ____%

Average Annual Total Returns (for the periods ended December 31, 1998)

Inception Past 10 Years or
Date Past Year Past 5 Years Since Inception

Institutional Shares 6/14/98 __.__% __.__% __.__%

- --------------------------------------------------------------------------------
Investment A Shares Not Offered

- --------------------------------------------------------------------------------

For current yield information, call 1-888-799-5353.

12
<PAGE>

ADDITIONAL INFORMATION ABOUT THE FUNDS' INVESTMENTS

The primary investments and investment strategies of the Funds are described
above. Below are descriptions of some additional investments and strategies of
the Funds, some of their risks as well as other risks of investing in the Funds.
A list of each Fund's investments is included in the Funds' most recent annual
or semi-annual report to shareholders. Please note, though, that a Fund may
adjust the composition of its portfolio as market and economic conditions
change.

The success of achieving each Fund's investment strategy depends on the skill of
FifthThird Bank to assess the potential of the securities in which the Fund
invests as well as to evaluate and anticipate changing economic and market
conditions.

Foreign Investments Foreign bonds and instruments of foreign banks
(Applies to all Funds) generally have more risk than their domestic
counterparts, in part because of higher political
and economic risks and lack of reliable information.
All foreign securities purchased by a Fund are
denominated in U.S. dollars.

Securities Ratings When securities are rated by one or more independent
(Applies to all Funds) rating agencies, each Fund uses these ratings to
determine credit quality. In cases where a security
has received arating from only one independent
rating agency, it may rely on that rating. If a
security has received ratings from two or more
rating agencies and at least two of the ratings are
equivalent, the Fund may rely on the two equivalent
ratings even if the other ratings are lower. In
cases where a security's two highest ratings are in
conflicting categories, the Fund must follow the
lower rating. If a security is unrated, the Fund may
assign it to a given category based on its own
credit research.

Repurchase Agreements Each Fund may enter into repurchase agreements. A
(Applies to all Funds) repurchase agreement is a agreement in which a Fund
buys securities from a bank or other financial
institution and agrees to sell it back at a
specified time and place. The risks of repurchase
agreements include the risk that a counterparty will
not buy back the securities as required and the
securities decline in value. To mitigate those
risks, the Funds intend to enter repurchase
agreements only with high quality counterparties and
purchase only high quality, short-term debt
securities.

Securities Lending Each Fund may seek additional income or fees by
(Applies to all Funds lending portfolio securities to qualified
other than Fifth Third institutions. By reinvesting any cash collateral it
U.S. Treasury Money receives in these transactions, a Fund could realize
Market Fund) additional gains or losses. If the borrower fails to
return the securities and the invested collateral has
declined in value, a Fund could lose money.

Restricted and Illiquid Any securities that are thinly traded or whose resale
Securities is restricted can be difficult to sell at a desired
(Applies to all Funds) time and price. Some of those securities are new and
complex,and trade only among institutions; the
markets for these securities are still developing,
and may not function as efficiently as established
markets. Owning a large percentage of restricted or
illiquid securities could hamper a Fund's ability
raise cash to meet redemptions. Also, because there
may not be an established market price for these
securities, a fund may have to estimate their value,
which means that their valuation (and, to a much
smaller extent, the valuation of the fund) may have
a subjective element.

Derivatives Derivatives are financial instruments whose value
(Applies to all Funds) derives from one or more securities. Certain
instruments that are first or second tier securities
also may bederivatives, such as short-term, high-
quality asset-backed securities. Each Fund uses
derivatives to invest for potential income, and may
purchase them to the extent it can purchase any
other type of first or second tier security. The
values of some derivatives are difficult to
determine because they are

13
<PAGE>

based on the values of other securities and the
markets for some derivatives may be limited. With
some derivatives, such as certain option contracts,
there is also the risk that the counterparty may
fail to honor its contract terms, causing a loss for
the Fund.

When-Issued Securities Each Fund may invest in securities prior to their
(Applies to all Funds) date of issue. These securities could fall in value
by the time they are actually issued, which may be
any time from a few days to over a year.

Year 2000 Fifth Third Bank does not currently anticipate that
(Applies to all Funds) computer problems related to the year 2000 will have
a material effect on any Fund. However, there can be
no assurances is this area, including the
possibility that year 2000 computer problems could
negatively affect communications systems, investment
markets or the economy in general.

14
<PAGE>

SHAREHOLDER FEES AND FUND EXPENSES

Currently, Investment A shares are not available for Fifth Third U.S. Treasury
Money Market Fund.

Money Market Funds - Fee Table
------------------------------

Fifth Third Fifth Third Fifth Third Fifth Third
Shareholder Government Prime Money Tax Exempt U.S. Treasury
Fees Money Market Market Money Market Money Market
Fund Fund Fund Fund

Investment A Investment A Investment A
Institutional Institutional Institutional Institutional
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Maximum Sales
Charge (Load)
Imposed on Purchases None None None None None None None

Maximum Sales
Charge (Load)
Imposed on None None None None None None None
Reinvested Dividends

Maximum Deferred
Sales Load None None None None None None None

Annual Fund
Operating Expenses

(as a percentage of
average net assets)

Management fees/1/ 0.40% 0.40% 0.40% 0.40% 0.50% 0.50% 0.40%

Distribution
[and/or Service]
(12b-1) fees/2/ 0.25% None 0.25% None 0.25% None None

Other expenses -- -- -- -- -- -- --

Total Annual Fund
Operating Expenses -- -- -- -- -- -- --

Fee Waiver

Net Annual Fund
Operating Expenses

</TABLE>

/1/ [Reserved]

/2/ Certain Service Organizations may receive fees from a Fund in amounts up to
an annual rate of 0.25% of the daily net asset value of the Fund shares
owned by the shareholders with whom the Service Organization has a servicing
relationship.

15
<PAGE>

EXPENSE EXAMPLES

Use the tables below to compare fees and expenses with the fees and expenses of
other mutual funds. The tables illustrate the amount of fees and expenses you
and the Fund would pay, assuming a $10,000 initial investment, 5% annual return,
payment of maximum sales charges, and no changes in the Fund's operating
expenses. Amounts are presented assuming redemption at the end of the period
and no redemption. Because these examples are hypothetical and for comparison
only, your actual costs may be different.

Money Market Funds

<TABLE>
Fifth Third Government 1 3 5 10
Money Market Fund Year Years Years Years
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment A Shares $__ $__ $__ $__
- ------------------------------------------------------------------------------------------------------------------------------
Institutional Shares $__ $__ $__ $__
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Fifth Third 1 3 5 10
Prime Money Market Fund Year Years Years Years
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment A Shares $__ $__ $__ $__
- ------------------------------------------------------------------------------------------------------------------------------
Institutional Shares $__ $__ $__ $__
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Fifth Third Tax Exempt 1 3 5 10
Money Market Fund Year Years Years Years
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment A Shares $__ $__ $__ $__
- ------------------------------------------------------------------------------------------------------------------------------
Institutional Shares $__ $__ $__ $__
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Fifth Third U.S. Treasury 1 3 5 10
Money Market Fund Year Years Years Years
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment A Shares Not Offered for Sale
- ------------------------------------------------------------------------------------------------------------------------------
Institutional Shares $__ $__ $__ $__
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

FUND MANAGEMENT

INVESTMENT ADVISERS AND SUBADVISER

Fifth Third Bank, 38 Fountain Square Plaza, Cincinnati, Ohio 45263, serves as
investment manager to all Funds.

As of _____________, 1999, Fifth Third Bank had approximately $___ billion of
assets under management, including approximately $___ billion of assets held by
mutual funds.

The management and subadvisory fees paid by the Funds for the fiscal year ended
July 31, 1999 were as follows:

<TABLE>
<CAPTION>
As a percentage of
average net assets
- ---------------------------------------------------------------------------------------------------------
<S> <C>
Fifth Third Government Money Market Fund 0.40%
- ---------------------------------------------------------------------------------------------------------
Fifth Third Prime Money Market Fund [0.38%]
- ---------------------------------------------------------------------------------------------------------
Fifth Third Tax Exempt Money Market Fund 0.40%
- ---------------------------------------------------------------------------------------------------------
Fifth Third U.S. Treasury Money Market Fund (Institutional Shares only) [0.26%]
- ---------------------------------------------------------------------------------------------------------
</TABLE>

16
<PAGE>

FUND ADMINISTRATION

[Insert Numbers]

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, Fifth Third Bank performs sub-
administrative services on behalf of each Fund, including providing certain
administrative personnel and services necessary to operate the Funds, for which
it receives a fee from BISYS an annual rate of 0.025% of the average aggregate
daily net assets of the Funds.

17
<PAGE>

SHAREHOLDER INFORMATION

PURCHASING AND SELLING FUND SHARES

Pricing Fund Shares

The price of a Fund's shares is based on the Fund's Net Asset Value (NAV), which
is determined using amortized cost. Each Fund's NAV is calculated at 4:00 p.m.
Cincinnati time each day the New York Stock Exchange is open for regular trading
and the Federal Reserve Bank of Cleveland is open for business.

PURCHASING AND ADDING TO YOUR SHARES

You may purchase shares on days when the New York Stock Exchange is open for
regular trading and the Federal Reserve Bank of Cleveland is open for business.
Your purchase price will be the next NAV after your purchase order, completed
application and full payment have been received by the Funds or its transfer
agent. All orders must be received by the Funds or its transfer agent prior to
11:00 a.m. Cincinnati time in order to receive that day's NAV.

You may purchase Investment A shares through [banks,] brokers and other
investment representatives, which may charge additional fees and may require
higher minimum investments or impose other limitations on buying and selling
shares and which have a sales agreement with BISYS Fund Services, Limited
Partnership, the distributor of Fund Shares.

Institutional Shares may be purchased through the Trust Department of Fifth
Third Bank, qualified employee retirement plans [established by or through the
distributor of Fund Shares], or broker-dealers, investment advisers, financial
planners or other financial institutions which have an agreement with Fifth
Third Bank to place trades for themselves or their clients for a fee.

If you purchase shares through an investment representative, that party is
responsible for transmitting orders to the Funds by 11:00 a.m. Cincinnati time,
and it may have an earlier cut-off time for purchase and sale requests. Consult
your investment representative for specific information. If your order has been
received by the Fund prior to 11:00 a.m. Cincinnati time, you will receive the
dividend declared for that day.

Minimum Investments

Account type Minimum Minimum
Initial Subsequent Investment
Investment A or Investment
Institutional Shares

Regular $1,000 $ 50
- -------------------------------------------------------------------------------
Automatic Investment
Plan $ None $None
- -------------------------------------------------------------------------------

All purchases must be in U.S. dollars. A fee will be
charged for any checks that do not clear. Third-party
checks are not accepted.

For details and application forms, call 1-888-799-5353
or write to: Fifth Third Funds, c/o Fifth Third Bank,
38 Fountain Square Plaza, Cincinnati, Ohio 45263.

A Fund may waive its minimum investment requirement and
the Distributor may reject a purchase order if either
considers it in the best interest of the Fund and its
shareholders

18
<PAGE>

Avoid 31% Tax Withholding

Instructions for Opening or Adding to an Account

By Mail

If purchasing through your financial advisor or brokerage account, simply tell
your advisor or broker that you wish to purchase shares of the Funds and he or
she will take care of the necessary documentation. For all other purchases,
follow the instructions below.

All investments made by regular mail or express delivery, whether initial or
subsequent, should be sent to:

By Regular Mail: By Express Mail:
Fifth Third Funds Fifth Third Funds
P.O. Box 5354 312 Walnut Street, 21st Floor
Cincinnati, OH 45201-5354 Cincinnati, OH 45202-3874

2. Make check, bank draft or money order payable to "Fifth Third Funds" and
include your account number on the check.

3. Mail or deliver investment slip and full payment to the address above.

Electronic Purchases

To send full payment electronically, your bank must participate in the Automated
Clearing House (ACH) and must be a U.S. Bank. Your bank or broker may charge
you for using this service.

Establish the electronic purchase option on your account application or call 1-
800-282-5706. Your account can generally be set up for electronic purchases
within 15 days.

Call 1-800-282-5706 to arrange a transfer from your bank account.

19
<PAGE>

Electronic vs. Wire Transfer

By Wire Transfer

For Initial Investments: Call 1-800-282-5706 for a confirmation number and
instructions for returning your completed application.

For Initial and Subsequent Investments:
Instruct your bank to wire transfer your investment to:
Routing Number: ABA #042 000 314
Fifth Third Funds 999-42611
Fifth Third Cincinnati
Attention: Fifth Third Funds Dept.

Include:
Your name
Fund Name
Share Class
Your confirmation number

After instructing your bank to wire the funds, call 1-800-282-5706 to advise us
of the amount being transferred and the name of your bank. Note: Your bank may
charge a wire transfer fee.

You can add to your account by using the convenient options described below.
The Funds reserve the right to change or eliminate these privileges at any time
with [60] days' notice.

<TABLE>
<CAPTION>
Systematic Investment Program Directed Dividend Option
<S> <C>
You can make monthly systematic investments in the Funds By selecting the appropriate box in
from your bank account. There are no minimum amounts the Account Application, you can elect
required for systematic investments into the Funds. to receive your distributions in cash
Systematic Investment transactions occur on the 15th day of (check) or have distributions (capital
each month, if the Funds are open for business on that day, gains and dividends) reinvested in
or on the next day the Funds are open for business. another Fifth Third Fund without a
sales charge. You must maintain the
minimum balance in each Fund into
To invest regularly from your bank account: which you plan to reinvest dividends
or the reinvestment will be suspended
. Complete the Automatic Investment Plan portion on your and your dividends paid to you. The
Account Application. Fund may modify or terminate this
reinvestment option without notice.
Make sure you note: You can change or terminate your
participation in the reinvestment
. Your bank name, address and account number option at any time.

. The amount you wish to invest automatically

. How often you want to invest (every month, 4 times a
year, twice a year or once a year)

. Attach a voided personal check.

</TABLE>

To invest regularly from your paycheck or government check:
Call 1-800-282-5706 for an enrollment form.

20
<PAGE>

SELLING YOUR SHARES

You may sell your shares on days when the New York Stock Exchange is open for
regular trading and the Fiscal Reserve Bank of Cleveland is open for business.
Your sales price will be the net NAV after your sell order is received by the
Funds, its transfer agent, or your investment representative. All orders must be
received by the Fund or its transfer agent prior to 11:00 a.m., Cincinnati time
in order to receive that day's NAV. [If your order has been received by the Fund
prior to 11:00 a.m. Cincinnati time, and your shares have been sold you will not
receive the dividend declared for that day.] Normally you will receive your
proceeds within a week after your request is received. See section on "General
Policies on Selling Shares below."

Withdrawing Money from Your Fund Investment

As a mutual fund shareholder, you are selling shares when you request a
withdrawal in cash. This is also known as redeeming shares or a redemption of
shares.

Instructions for Selling Shares

If selling your shares through your financial adviser or broker, ask him or her
for redemption procedures. Your adviser and/or broker may have transaction
minimums and/or transaction times, which will affect your redemption. For all
other sales transactions, follow the instructions below.

By telephone
(unless you have declined
telephone sales privileges)

1. Call 1-800-282-5706 with instructions as to how you wish to receive your
funds (mail, wire, electronic transfer). (See "General Policies on Selling
Shares--Verifying Telephone Redemptions" below.)

By mail
(See "General Policies on Selling
Shares--When Written
Redemption Requests are
Required" below.)

1. Call 1-800-282-5706 to request redemption forms or write a letter of
instruction indicating:
. your Fund and account number
. amount you wish to redeem
. address where your check should be sent
. account owner signature

2. Mail to:
Fifth Third Funds
P.O. Box 5354
Cincinnati, Ohio 45201-5354

By overnight service
(See "General Policies on Selling
Shares--Redemptions in Writing
Required" below.)

1. See instruction 1 above.
2. Send to:

Fifth Third Funds
312 Walnut Street, 21st Floor
Cincinnati, OH 45202-3874

By wire transfer
You must indicate this option on your
application.

Call 1-800-282-5706 to request a wire transfer.

If you call by 11:00 a.m. Cincinnati time, your payment will normally be
wired to your bank on the next business day.

The Fund may charge a wire transfer fee.

Note: Your financial institution may also charge a separate fee.

21
<PAGE>

By electronic redemptions

Call 1-800-282-5706 to request an electronic redemption.

Your bank must participate in the
Automated Clearing House (ACH) and
must be a U.S. bank.

If you call by 11:00 a.m. Cincinnati time, the NAV of your shares will normally
be determined on the same day and the proceeds will be credited within 8 days.

Your bank may charge for this service.

Systematic Withdrawal Plan

You can receive automatic payments from your account on a monthly or annual
basis on the last day of the month that the Funds are open for business. The
maximum withdrawal per year by the Systematic Withdrawal Plan is 12% of the
account value at the time of election. To activate this feature:

. Make sure you've checked the appropriate box on the Account
Application. Or call 1-800-282-5706.

. Include a voided personal check.

. Your account must have a value of $10,000 or more to start
automatic withdrawals.

General Policies On Selling Shares

When Written Redemption Requests are Required
You must request redemptions in writing in the following situations:

1. Redemptions from Individual Retirement Accounts ("IRAs").
2. Redemption requests requiring a signature guarantee, which include each of
the following.
. Redemptions over $50,000
. [Your account registration or the name(s) in your account has changed
within the last 90 days]
. The check is not being mailed to the address on your account
. The check is not being made payable to the owner of the account
. The redemption proceeds are being transferred to another Fund account with
a different registration.

Signature guarantees may be obtained from a U.S. stock exchange member, a U.S.
commercial bank or trust company, or any other financial institution that is a
member of the STAMP (Securities Transfer Agents Medallion Program), MSP (New
York Stock Exchange Medallion Signature Program) or SEMP (Stock Exchanges
Medallion Program). Members are subject to dollar limitations, which must be
considered when requesting their guarantee. The Transfer Agent may reject any
signature guarantee if it believes the transaction would otherwise be improper.

Verifying Telephone Redemptions
The Funds make every effort to insure that telephone redemptions are only made
by authorized shareholders. All telephone calls are recorded for your protection
and you will be asked for information to verify your identity. Given these
precautions, unless you have specifically indicated on your application that
you do not want the telephone redemption feature, you may be responsible for any
fraudulent telephone orders. If appropriate precautions have not been taken, the
Transfer Agent may be liable for losses due to unauthorized transactions.

[Redemptions Within 10 Days of Initial Investment
When you have made your initial investment by check, you cannot redeem any
portion of it until the Transfer Agent is satisfied that the check has cleared
(which may require up to 10 business days). You can avoid this delay by
purchasing shares with a certified check.]

Refusal of Redemption Request
The Funds may postpone payment for shares at times when the New York Stock
Exchange is closed or under any emergency circumstances as determined by the
U.S. Securities and Exchange Commission. If you experience difficulty making a
telephone redemption during periods of drastic economic or market change, you
can send the Funds your request by regular or express mail. Follow the
instructions above under "Withdrawing

22
<PAGE>

Money From Your Fund Investment--By Mail" in this section.

Closing of Small Accounts
If your account falls below $1,000, a Fund may ask you to increase your balance.
If it is still below the minimum after 30 days, the Fund may close your account
and send you the proceeds at the current NAV.

Undeliverable Redemption Checks
If you choose to receive distributions by check and if distribution checks (1)
are returned and marked as "undeliverable" or (2) remain uncashed for six
months, your account will be changed automatically so that all future
distributions are reinvested in your account. Checks that remain uncashed for
six months will be canceled and the money reinvested in your account with the
appropriate Fund.

EXCHANGING YOUR SHARES

You can exchange your shares in one Fund for shares of the same class of another
Fifth Third Fund, usually without paying additional sales charges (see "Notes"
below). No transaction fees are charged for exchanges.

You must meet the minimum investment requirements for the Fund into which you
are exchanging. Exchanges from one Fund to another are taxable.

Instructions for exchanging shares
If exchanging shares through your financial adviser or broker, ask him or her
for exchange procedures. For all other exchange transactions, follow the
instructions below.

Exchanges may be made by sending a written request to Fifth Third Funds, P.O.
Box 5354, Cincinnati, OH 45201-5354, or by calling 1-800-282-5706. Please
provide the following information:

. Your name and telephone number
. The exact name on your account and account number
. Taxpayer identification number (usually your Social Security number)
. Dollar value or number of shares to be exchanged
. The name of the Fund from which the exchange is to be made
. The name of the Fund into which the exchange is being made

See "General Policies on Selling Shares" above for important information about
telephone transactions.

To prevent disruption in the management of the Funds, due to market timing
strategies, exchange activity may be limited. Although unlikely, the Funds may
reject exchanges, or change or terminate rights to exchange shares.

Automatic Exchanges
You can use the Funds' Automatic Exchange feature to purchase shares of the
Funds at regular intervals through regular, automatic redemptions from the Money
Market Fund. To participate in the Automatic Exchange:

. Complete the appropriate section of the Account Application.
. Keep a minimum of $10,000 in the Fund and $1,000 in the Fund whose shares you
are buying.

To change the Automatic Exchange instructions or to discontinue the feature, you
may write to: Fifth Third Funds, P.O. Box 5354, Cincinnati, Ohio 45201-5354.

Notes on exchanges
When exchanging from a Fund that has no sales charge or a lower sales charge to
a Fund with a higher sales charge, you will pay the difference.

The registration and tax identification numbers of the two accounts must be
identical. If you don't have an account with the new Fund, a new account will be
opened with the same features unless you write to tell us to change them.

The Exchange Privilege (including automatic exchanges) may be changed or
eliminated at any time.

Be sure to read the Prospectus carefully of any Fund into which you wish to
exchange shares.

The exchange privilege is available only in states where shares of the new Fund
may be sold.

23
<PAGE>

If shares of a Fund are purchased by check, those shares cannot be exchanged
until your check has been collected. [This could take 10 days or more.]

All exchanges are based on the relative net asset value next determined after
the exchange order is received by the Funds.

DISTRIBUTION ARRANGEMENTS/SALES CHARGES

This section describes the sales charges and fees you will pay as an investor in
different share classes offered by the Funds and ways to qualify for reduced
sales charges.

<TABLE>
<CAPTION>
Investment A Institutional Shares
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Sales Charge (Load) None None
- --------------------------------------------------------------------------------------------------------------
Distribution and Service (12b-1) Subject to annual distribution and None
Fee shareholder servicing fees of up to
0.25% of the Fund's assets.
- ---------------------------------------------------------------------------------------------------------------
Fund Expenses Higher annual expenses than Lower annual expenses then
Institutional shares. Investment A and C shares
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

Calculation of Sales Charges

Investment A shares and Institutional shares are sold at their public offering
price. There is no sales charge associated with the purchase of those shares.
There also is no sales charge on reinvested dividends and distributions.

Distribution and Service (12b-1) Fees

12b-1 fees compensate the Distributor and other dealers and investment
representatives for services and expenses related to the sale and distribution
of the Fund's shares and/or for providing shareholder services. 12b-1 fees are
paid from Fund assets on an ongoing basis, and will increase the cost of your
investment. 12b-1 fees may cost you more than paying other types of sales
charges.

. The 12b-1 fees vary by share class as follows:

. Investment A shares may pay a 12b-1 fee of up to 0.25% of the average daily
net assets of the Fund.

. Institutional shares pay no 12b-1 fee. This will cause expenses for
Institutional shares to be lower and dividends to be higher than for
Investment A shares.

. The Distributor may use up to .25% of the 12b-1 fee for shareholder servicing
and up to .75% for distribution.

DIVIDENDS AND DISTRIBUTIONS

Distributions are made on a per share basis regardless of how long you've owned
your shares. Therefore, if you invest shortly before the distribution date,
some of your investment will be returned to you in the form of a taxable
distribution.

Dividends, if any, are declared daily and paid monthly. Capital gains, if any,
are distributed at least annually. No Fund expects to pay any capital gains.

24
<PAGE>

TAXATION

Federal Income Tax

Additional Tax Information for Fifth Third Tax Exempt Money Market Fund

Fifth Third Tax Exempt Money Market Fund will distribute substantially all of
its net investment income and net capital gains to shareholders. Dividends
derived from interest earned on municipal securities, the interest on which is
excluded from gross income for federal income tax purposes, including insurance
proceeds representing maturing interest on defaulted municipal securities the
interest on which would be so excluded, constitute "exempt-interest dividends"
when designated as such by Fifth Third Tax Exempt Money Market Fund and will be
excluded from gross income for federal income tax purposes. However, interest
excluded from gross income for federal income tax purposes that is received by
individuals and corporations on certain municipal obligations issued on or after
August 8, 1986, to finance certain private activities will be treated as tax
preference items in computing the alternative minimum tax. It is likely that
exempt interest dividends received by shareholders from Fifth Third Tax Exempt
Money Market Fund will also be treated as tax preference items in computing the
alternative minimum tax to the extent, if any, that distributions by the Fund
are attributable to interest earned it on such obligations. Also, a portion of
all other interest excluded from gross income for federal income purposes earned
by a corporation may be subject to the alternative minimum tax as a result of
the inclusion in alternative minimum taxable income of 75% of the excess of
adjusted current earnings over adjusted net book income.

Distributions, if any, derived from capital gains will generally be taxable to
shareholders as capital gains for federal income tax purposes to the extent so
designated by Fifth Third Tax Exempt Money Market Fund. Dividends, if any,
derived from sources other than interest excluded from gross income for federal
income tax purposes and capital gains will be taxable to shareholders as
ordinary income for federal income tax purposes whether or not reinvested in
additional shares. Shareholders not subject to federal income tax on their
income will not, of course, be required to pay federal income tax on any amounts
distributed to them. Fifth Third Tax Exempt Money Market Fund anticipates that
substantially all of its dividends will be excluded from gross income
for federal income tax purposes and will not be a preference item for
individuals for the purposes of the federal alternative minimum tax.

If a shareholder receives an exempt-interest dividend with respect to any share
and such share is held by the shareholder for six months or less, any loss on
the sale or exchange of such share will be disallowed to the extent of the
amount of such exempt-interest dividend. In certain limited instances, the
portion of social security benefits that may be subject to federal income
taxation may be affected by the amount of tax-exempt interest income, include
exempt-interest dividends, received by a shareholder.

Under state or local law, distributions of net investment income may be taxable
to shareholders as dividend income even though a substantial portion of such
distribution may be derived from interest excluded from gross income for federal
income tax purposes that, if received directly, would be exempt from such income
taxes. Fifth Third Tax Exempt Money Market Fund will report to its shareholders
annually after the close of its taxable year the percentage and source, on a
state-by-state basis, of interest income earned on municipal securities held by
the Fund during the preceding year. 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.

25
<PAGE>

FINANCIAL HIGHLIGHTS

The following additional information is available to you upon request and
without charge.

Annual/Semiannual Reports (Reports):

The Funds' annual and semi-annual reports to shareholders contain additional
information on the Funds' investments.

Statement of Additional Information (SAI): The SAI provides more detailed
information about the Funds, including their operations and investment policies.
It is incorporated by reference and is legally considered a part of this
prospectus.

You can get free copies of Annual and Semi-Annual Reports and the SAI,
(Prospectuses of the other Fifth Third Funds), or request other information and
discuss your questions about the Funds by contacting a broker or other financial
institution that sells the Funds. In addition, you may contact the Funds at:

Fifth Third Funds
c/o Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Telephone: 1-888-799-5353
Internet: http://www.53.com/advisors/mutual/index.htm

You can review the Annual and Semi-Annual Reports and the SAI at the Public
Reference Room of the Securities and Exchange Commission. You can get copies:

. For a fee, by writing the Public Reference Section of the Commission,
Washington, D.C. 20549-6009 or calling 1-800-SEC-0330.

. At no charge from the Commission's Website at http://www.sec.gov.

*The Funds' website is not part of this Prospectus.

Investment Company Act file no. 811-8384.

26
<PAGE>

FIFTH THIRD FUNDS
(FORMERLY FOUNTAIN SQUARE FUNDS)

Combined Statement of Additional Information

This Combined Statement of Additional Information (the "SAI") relates to the
following portfolios (the "Funds") of Fifth Third Funds (the "Trust"):

. Fifth Third Quality Growth Fund;
. Fifth Third Cardinal Fund;
. Fifth Third Pinnacle Fund;
. Fifth Third Equity Income Fund;
. Fifth Third Balanced Fund;
. Fifth Third Mid Cap Fund;
. Fifth Third International Equity Fund;
. Fifth Third Bond Fund For Income;
. Fifth Third Quality Bond Fund;
. Fifth Third U.S. Government Securities Fund;
. Fifth Third Municipal Bond Fund;
. Fifth Third Ohio Tax Free Bond Fund;
. Fifth Third Government Money Market Fund;
. Fifth Third Prime Money Market Fund;
. Fifth Third Tax Exempt Money Market Fund;
. Fifth Third U.S. Treasury Money Market Fund;

This SAI should be read with the Prospectuses for the Funds dated November 30,
1999. To receive a copy of any Prospectus, you may write the Trust or call
toll-free (888) 799-5353. This Statement is not a prospectus itself.

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

SAI dated November 30, 1999
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>

Page
----
<S> <C>
GENERAL INFORMATION ABOUT THE TRUST....................................................... 1

INVESTMENT OBJECTIVE AND POLICIES OF THE FUNDS............................................ 1
Types of Investments.................................................................. 2
Portfolio Turnover.................................................................... 13
Investment Limitations................................................................ 14
Investment Risks (Ohio Tax Free Fund)................................................. 18

FIFTH THIRD FUNDS MANAGEMENT.............................................................. 19
Officers and Trustees................................................................. 19
Trust Ownership....................................................................... 20
Trustees' Compensation................................................................ 20
Trustee Liability..................................................................... 21

INVESTMENT ADVISORY SERVICES.............................................................. 21
Investment Advisers to the Trust...................................................... 21
Advisory Fees......................................................................... 21
Sub-Advisor........................................................................... 22
Sub-Advisory Fees..................................................................... 22
Administrative Services............................................................... 22
Transfer Agent and Dividend Disbursing Agent.......................................... 24

BROKERAGE TRANSACTIONS.................................................................... 24

PURCHASING SHARES......................................................................... 25
Distribution Plan and Administrative Services Agreement (Investment C Shares Only).... 25
Conversion to Federal Funds........................................................... 27
Exchanging Securities for Fund Shares................................................. 27

DETERMINING NET ASSET VALUE............................................................... 27
Determining Market Value of Securities................................................ 27
Valuing Municipal Bonds............................................................... 28
Use of Amortized Cost................................................................. 28
Trading in Foreign Securities......................................................... 29

REDEEMING SHARES.......................................................................... 30
Redemption in Kind.................................................................... 30

TAX STATUS................................................................................ 30
The Funds' Tax Status................................................................. 30
</TABLE>
(i)
<PAGE>

Page
----
<S> <C>
Shareholders' Tax Status.............................................................. 31
Capital Gains......................................................................... 31
Foreign Taxes......................................................................... 32

TOTAL RETURN.............................................................................. 32

YIELD..................................................................................... 32

TAX-EQUIVALENT YIELD...................................................................... 32
Tax Equivalency Table................................................................. 32

PERFORMANCE COMPARISONS................................................................... 33

FINANCIAL STATEMENTS...................................................................... 37

APPENDIX.................................................................................. 38
</TABLE>
(ii)
<PAGE>

GENERAL INFORMATION ABOUT THE TRUST

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, and it permits the Trust to offer separate classes of each such
series. Currently, the Trust offers the following Funds and the following
classes of each Fund:

. Investment A Shares, Investment C Shares and Institutional Class Shares of
the following Funds: Fifth Third U.S. Government Securities Fund
("Government Securities Fund"), Fifth Third Quality Bond Fund ("Quality Bond
Fund"), Fifth Third Ohio Tax Free Bond Fund ("Ohio Tax Free Fund"), Fifth
Third Quality Growth Fund ("Quality Growth Fund"), Fifth Third Cardinal Fund
("Cardinal Fund"), Fifth Third Pinnacle Fund ("Pinnacle Fund"), Fifth Third
Mid Cap Fund ("Mid Cap Fund"), Fifth Third Balanced Fund ("Balanced Fund"),
Fifth Third International Equity Fund ("International Equity Fund"), Fifth
Third Equity Income Fund ("Equity Income Fund"), Fifth Third Bond Fund For
Income ("Bond Fund For Income"), and Fifth Third Municipal Bond Fund
("Municipal Bond Fund");

. Investment A Shares and Institutional Class Shares of the following Funds:
Fifth Third Government Money Market Fund ("Government Money Market Fund"),
Fifth Third Prime Money Market Fund ("Prime Money Market Fund") and Fifth
Third Tax Exempt Money Market Fund ("Tax Exempt Fund"); and

. Institutional Class Shares of Fifth Third U.S. Treasury Money Market Fund
("U.S. Treasury Money Market Fund").

All Funds are advised by Fifth Third Bank (the "Advisor"), except Pinnacle
Fund, which is advised by Heartland Capital Management, Inc. ("Heartland"),
Fifth Third Bank and Heartland are owned by Fifth Third Bancorp. Morgan Stanley
Asset Management, Inc. (the "Sub-Advisor") serves as investment subadvisers to
the International Equity Fund.

INVESTMENT OBJECTIVE AND POLICIES OF THE FUNDS

The prospectuses discuss the objective of Funds and certain policies
employed to achieve those objectives. The following discussion supplements the
description of the Funds' investment policies in the prospectus. The Funds'
respective investment objectives cannot be changed without approval of
shareholders. Unless otherwise indicated, the investment policies described
below may be changed by the Board of Trustees (the "Trustees") without
shareholder approval.
<PAGE>

TYPES OF INVESTMENTS

BANK INSTRUMENTS. The Prime MM Fund, the Tax Exempt MM Fund, the Quality
Bond Fund, the Quality Growth Fund, the Mid Cap Fund, the Balanced Fund, the
Equity Income Fund, the Bond Fund For Income, and the Municipal Bond Fund may
invest in the instruments of banks and savings and loans whose deposits are
insured by the Bank Insurance Fund or the Savings Association Insurance Fund,
both of which are administered by the Federal Deposit Insurance Corporation,
such as certificates of deposit, demand and time deposits, savings shares, and
bankers' acceptances. However, these instruments are not necessarily guaranteed
by those organizations.

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

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

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

. 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.

FUTURES AND OPTIONS TRANSACTIONS. All of the Funds except the money market
funds may engage in futures and options transactions as described below to the
extent consistent with their investment objectives and policies.

As a means of reducing fluctuations in the net asset value of Shares of the
Funds, the Funds may attempt to hedge all or a portion of their portfolio
through the purchase of put options on portfolio securities and put options on
financial futures contracts for portfolio securities. The Funds may attempt to
hedge all or a portion of their portfolio by buying and selling financial
futures contracts and writing call options on futures contracts. The Funds may
also write covered call options on portfolio securities to attempt to increase
current income.

The Funds will maintain their position in securities, options, and
segregated cash subject to puts and calls until the options are exercised,
closed, or have expired. An option position may be closed out over-the-counter
or on an exchange which provides a secondary market for options of the same
series.

Futures Contracts. The Funds except the money market funds may enter into
futures contracts. A futures contract is a firm commitment by two parties, the
seller who agrees to make delivery of the specific type of security called for
in the contract ("going short") and the buyer who agrees to take delivery of the
security ("going long") at a certain time in the future. However, a securities
index futures contract is an agreement pursuant to which two parties

2
<PAGE>

agree to take or make delivery of an amount of cash equal to the difference
between the value of the index at the close of the last trading day of the
contract and the price at which the index was originally written. No physical
delivery of the underlying security in the index is made.

Financial futures contracts call for the delivery of particular debt
instruments issued or guaranteed by the U.S. Treasury or by specified agencies
or instrumentalities of the U.S. government at a certain time in the future.

The purpose of the acquisition or sale of a futures contract by a Fund is to
protect it from fluctuations in the value of securities caused by unanticipated
changes in interest rates or stock prices without necessarily buying or selling
securities. For example, in the fixed income securities market, price moves
inversely to interest rates. A rise in rates means a drop in price.
Conversely, a drop in rates means a rise in price. In order to hedge its
holdings of fixed income securities against a rise in market interest rates, a
Fund could enter into contracts to "go short" to protect itself against the
possibility that the prices of its fixed income securities may decline during
the Fund's anticipated holding period. The Fund would "go long" to hedge
against a decline in market interest rates. The International Equity Fund may
also invest in securities index futures contracts when the Sub-Advisor believes
such investment is more efficient, liquid or cost-effective than investing
directly in the securities underlying the index.

Stock Index Options. The Funds other than Fifth Third Money Market Funds
may purchase put options on stock indices listed on national securities
exchanges or traded in the over-the-counter market. A stock index fluctuates
with changes in the market values of the stocks included in the index.

The effectiveness of purchasing stock index options will depend upon the
extent to which price movements in the Funds' portfolio correlate with price
movements of the stock index selected. Because the value of an index option
depends upon movements in the level of the index rather than the price of a
particular stock, whether the Funds will realize a gain or loss from the
purchase of options on an index depends upon movements in the level of stock
prices in the stock market generally or, in the case of certain indices, in an
industry or market segment, rather than movements in the price of a particular
stock. Accordingly, successful use by the Funds of options on stock indices
will be subject to the ability of the Advisors to predict correctly movements in
the direction of the stock market generally or of a particular industry. This
requires different skills and techniques than predicting changes in the price of
individual stocks.

Put Options on Financial Futures Contracts. The Funds other than Fifth
Third Money Market Funds may purchase listed (and, in the case of International
Equity Fund, over-the-counter) put options on financial futures contracts. The
Funds would use these options only to protect portfolio securities against
decreases in value resulting from market factors such as anticipated increase in
interest rates, or in the case of the International Equity Fund when the Sub-
Advisor believes such investment is more efficient, liquid or cost-effective

3
<PAGE>

than investing directly in the futures contract or the underlying securities or
when such futures contracts or securities are unavailable for investment upon
favorable terms.

Unlike entering directly into a futures contract, which requires the
purchaser to buy a financial instrument on a set date at a specified price, the
purchase of a put option on a futures contract entities (but does not obligate)
its purchaser to decide on or before a future date whether to assume a short
position at the specified price. Generally, if the hedged portfolio securities
decrease in value during the term of an option, the related futures contracts
will also decrease in value and the option will increase in value. In such an
event, a Fund will normally close out its option by selling an identical option.
If the hedge is successful, the proceeds received by a Fund upon the sale of the
second option will be large enough to offset both the premium paid by a Fund for
the original option plus the realized decrease in value of the hedged
securities.

Alternatively, a Fund may exercise its put option to close out the position.
To do so, it would simultaneously enter into a futures contract of the type
underlying the option (for a price less than the strike price of the option) and
exercise the option. A Fund would then deliver the futures contract in return
for payment of the strike price. If a Fund neither closes out nor exercises an
option, the option will expire on the date provided in the option contract, and
only the premium paid for the contract will be lost.

The International Equity Fund may write listed put options on financial
futures contracts to hedge its portfolio or when the Sub-Advisor believes such
investment is more efficient, liquid or cost-effective than investing directly
in the futures contract or the underlying securities or when such futures
contracts or securities are unavailable for investment upon favorable terms.
When the Fund writes a put option on a futures contract, it receives a premium
for undertaking the obligation to assume a long futures position (buying a
futures contract) at a fixed price at any time during the life of the option.

Call Options on Financial Futures Contracts. The Funds other than the Fifth
Third Money Market Funds may write listed call options or over-the-counter call
options on futures contracts, to hedge their portfolios against an increase in
market interest rates, or in the case of International Equity Fund, when the
Sub-Advisor believes such investment is more efficient, liquid or cost-effective
than investing directly in the futures contract or the underlying securities or
when such futures contracts or securities are unavailable for investment upon
favorable terms. When a Fund writes a call option on a futures contract, it is
undertaking the obligation of assuming a short futures position (selling a
futures contract) at the fixed strike price at any time during the life of the
option if the option is exercised. As market interest rates rise and cause the
price of futures to decrease, a Fund's obligation under a call option on a
future (to sell a futures contract) costs less to fulfill, causing the value of
a Fund's call option position to increase.

In other words, as the underlying future's price goes down below the strike
price, the buyer of the option has no reason to exercise the call, so that a
Fund keeps the premium

4
<PAGE>

received for the option. This premium can help substantially offset the drop in
value of a Fund's portfolio securities.

Prior to the expiration of a call written by a Fund, or exercise of it by
the buyer, a Fund may close out the option by buying an identical option. If
the hedge is successful, the cost of the second option will be less than the
premium received by a Fund for the initial option. The net premium income of a
Fund will then substantially offset the realized decrease in value of the hedged
securities.

The International Equity Fund may buy listed call options on financial
futures contracts to hedge its portfolio. When the Fund purchases a call option
on a futures contract, it is purchasing the right (not the obligation) to assume
a long futures position (buy a futures contract) at a fixed price at any time
during the life of the option.

Limitation on Open Futures Positions. A Fund will not maintain open
positions in futures contracts it has sold or options it has written on futures
contracts if, in the aggregate, the value of the open positions (marked to
market) exceeds the current market value of its securities portfolio plus or
minus the unrealized gain or loss on those open positions, adjusted for the
correlation of volatility between the securities or securities index underlying
the futures contract and the futures contracts. If a Fund exceeds this
limitation at any time, it will take prompt action to close out a sufficient
number of open contracts to bring its open futures and options positions within
this limitation.

"Margin" in Futures Transactions. Unlike the purchase or sale of a
security, the Funds do not pay or receive money upon the purchase or sale of a
futures contract. Rather, the Funds are required to deposit an amount of
"initial margin" in cash or U.S. Treasury bills with its custodian (or the
broker, if legally permitted). The nature of initial margin in futures
transactions is different from that of margin in securities transactions in that
a futures contract's initial margin does not involve the borrowing by a Fund to
finance the transactions. Initial margin is in the nature of a performance bond
or good faith deposit on the contract which is returned to a Fund upon
termination of the futures contract, assuming all contractual obligations have
been satisfied.

A futures contract held by a Fund is valued daily at the official settlement
price of the exchange on which it is traded. Each day a Fund pays or receives
cash, called "variation margin, " equal to the daily change in value of the
futures contract. This process is known as "marking to market." Variation
margin does not represent a borrowing or loan by a Fund but is instead
settlement between a Fund and the broker of the amount one would owe the other
if the futures contract expired. In computing its daily net asset value, a Fund
will mark to market its open futures positions.

The Funds are also required to deposit and maintain margin when they write
call options on futures contracts.

5
<PAGE>

Purchasing Put Options on Portfolio Securities. The Funds other than the
Fifth Third Money Market Funds may purchase put options on portfolio securities
to protect against price movements in particular securities in their respective
portfolios. A put option gives a Fund, in return for a premium, the right to
sell the underlying security to the writer (seller) at a specified price during
the term of the option.

Writing Covered Call Options on Portfolio Securities. The Funds other than
the Fifth Third Money Market Funds may also write covered call options to
generate income. As the writer of a call option, a Fund has the obligation,
upon exercise of the option during the option period, to deliver the underlying
security upon payment of the exercise price. A Fund may sell call options
either on securities held in its portfolio or on securities which it has the
right to obtain without payment of further consideration (or securities for
which it has segregated cash in the amount of any additional consideration).

Over-the-Counter Options. The Funds other than the Fifth Third Money Market
Funds may purchase and write over-the-counter options on portfolio securities in
negotiated transactions with the buyers or writers of the options for those
options on portfolio securities held by a Fund and not traded on an exchange.

COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS"). The U.S. Government
Securities Fund, the Quality Bond Fund, the Balanced Fund and the Bond Fund For
Income may invest in CMOs. Privately issued CMOs generally represent an
ownership interest in a pool of federal agency mortgage pass-through securities
such as those issued by the Government National Mortgage Association. The terms
and characteristics of the mortgage instruments may vary among pass-through
mortgage loan pools.

The market for such CMOs has expanded considerably since its inception. The
size of the primary issuance market and the active participation in the
secondary market by securities dealers and other investors make government-
related pools highly liquid.

CONVERTIBLE SECURITIES. The Quality Growth Fund, the Mid Cap Fund, the
Balanced Fund, the International Equity Fund and the Equity Income Fund may
invest in convertible securities. Convertible securities include fixed-income
securities that may be exchanged or converted into a predetermined number of
shares of the issuer's underlying common stock at the option of the holder
during a specified period. Convertible securities may take the form of
convertible preferred stock, convertible bonds or debentures, units consisting
of "usable" bonds and warrants or a combination of the features of several of
these securities. The investment characteristics of each convertible security
vary widely, which allows convertible securities to be employed for a variety of
investment strategies. Each of these Funds will exchange or convert the
convertible securities held in its portfolio into shares of the underlying
common stock when, in the Advisor's opinion, the investment characteristics of
the underlying common shares will assist the Fund in achieving its investment
objectives. Otherwise the Fund may hold or trade convertible securities. In
selecting convertible securities for the Fund, the Advisor evaluates the
investment characteristics of the convertible security as a fixed income
instrument and the investment potential of the underlying equity security for
capital

6
<PAGE>

appreciation. In evaluating these matters with respect to a particular
convertible security, the Advisor considers numerous factors, including the
economic and political outlook, the value of the security relative to other
investment alternatives, trends in the determinants of the issuer's profits, and
the issuer's management capability and practices.

WARRANTS. The Quality Growth Fund, the Mid Cap Fund, the Balanced Fund, the
International Equity Fund, and the Equity Income Fund may invest in warrants.
Warrants are basically options to purchase common stock at a specific price
(usually at a premium above the market value of the optioned common stock at
issuance) valid for a specific period of time. Warrants may have a life ranging
from less than a year to twenty years or may be perpetual. However, most
warrants have expiration dates after which they are worthless. In addition, if
the market price of the common stock does not exceed the warrant's exercise
price during the life of the warrant, the warrant will expire as worthless.
Warrants have no voting rights, pay no dividends, and have no rights with
respect to the assets of the corporation issuing them. The percentage increase
or decrease in the market price of the warrant may tend to be greater than the
percentage increase or decrease in the market price of the optioned common
stock.

MUNICIPAL SECURITIES. The Ohio Tax Free Fund may invest in Ohio municipal
securities which have the characteristics set forth in their respective
prospectus. The Municipal Bond Fund and the Tax Exempt Money Market Fund may
invest in municipal securities of any state which have the characteristics set
forth in the prospectus.

Examples of Municipal Securities are:

. governmental lease certificates of participation issued by state or
municipal authorities where payment is secured by installment payments
for equipment, buildings, or other facilities being leased by the state
or municipality. Government lease certificates purchased by the Fund
will not contain nonappropriation clauses;

. municipal notes and tax-exempt commercial paper;

. serial bonds;

. tax anticipation notes sold to finance working capital needs of
municipalities in anticipation of receiving taxes at a later date;

. bond anticipation notes sold in anticipation of the issuance of long-
term bonds in the future;

. pre-refunded municipal bonds whose timely payment of interest and
principal is ensured by an escrow of U.S. government obligations; and

. general obligation bonds.

7
<PAGE>

PARTICIPATION INTERESTS. The Ohio Tax Free Fund, the Municipal Bond Fund
and the Tax Exempt Money Market Fund may invest in participation interests. The
financial institutions from which the Ohio Tax Free Fund, the Municipal Bond
Fund, and the Tax Exempt MM Fund may purchase participation interests frequently
provide or secure from another financial institution irrevocable letters of
credit or guarantees and give the Funds the right to demand payment of the
principal amounts of the participation interests plus accrued interest on short
notice (usually within seven days).

VARIABLE RATE MUNICIPAL SECURITIES. The Ohio Tax Free Fund, the Municipal
Bond Fund and the Tax Exempt MM Fund may invest in variable rate municipal
securities. Variable interest rates generally reduce changes in the market
value of municipal securities from their original purchase prices. Accordingly,
as interest rates decrease or increase, the potential for capital appreciation
or depreciation is less for variable rate municipal securities than for fixed
income obligations. Many municipal securities with variable interest rates
purchased by the Funds are subject to repayment of principal (usually within
seven days) on the Funds' demand. The terms of these variable-rate demand
instruments require payment of principal and accrued interest from the issuer of
the municipal obligations, the issuer of the participation interests, or a
guarantor of either issuer.

MUNICIPAL LEASES. The Ohio Tax Free Fund, the Municipal Bond Fund, and the
Tax Exempt MM fund may purchase municipal securities in the form of
participation interests which represent undivided proportional interests in
lease payments by a governmental or non-profit entity. The lease payments and
other rights under the lease provide for and secure the payments on the
certificates. Lease obligations may be limited by municipal charter or the
nature of the appropriation for the lease. In particular, lease obligations may
be subject to periodic appropriation. If the entity does not appropriate funds
for future lease payments, the entity cannot be compelled to make such payments.
Furthermore, a lease may provide that the certificate trustee cannot accelerate
lease obligations upon default. The trustee would only be able to enforce lease
payments as they become due. In the event of a default or failure of
appropriation, it is unlikely that the trustee would be able to obtain an
acceptable substitute source of payment. In determining the liquidity of
municipal lease securities, the Advisor, under the authority delegated by the
Trustees, will base its determination on the following factors: (a) whether the
lease can be terminated by the lessee; (b) the potential recovery, if any, from
a sale of the leased property upon termination of the lease; (c) the lessee's
general credit strength (e.g., its debt, administrative, economic and financial
characteristics and, prospects); (d) the likelihood that the lessee will
discontinue appropriating funding for the leased property because the property
is no longer deemed essential to its operations (e.g., the potential for an
"event of nonappropriation"); and (e) any credit enhancement or legal recourse
provided upon an event of nonappropriation or other termination of the lease.

CASH. From time to time, such as when suitable securities are not
available, the Funds may invest a portion of their assets in cash. Any portion
of a Fund's assets maintained in cash will reduce the Fund's return and, in the
case of a bond fund and money market fund, the Fund's yield.

8
<PAGE>

FOREIGN CURRENCY TRANSACTIONS. The International Equity Fund may engage in
foreign currency transactions.

Currency Risks. The exchange rates between the U.S. dollar and foreign
currencies are a function of such factors as supply and demand in the currency
exchange markets, international balances of payments, governmental intervention,
speculation and other economic and political conditions. Although the Fund
values its assets daily in U.S. dollars, the Fund may not convert its holdings
of foreign currencies to U.S. dollars daily. The Fund may incur conversion
costs when it converts its holdings to another currency. Foreign exchange
dealers may realize a profit on the difference between the price at which the
Fund buys and sells currencies.

The Fund will engage in foreign currency exchange transactions in connection
with its portfolio investments. The Fund will conduct its foreign currency
exchange transactions either on a spot (i.e., cash) basis at the spot rate
prevailing in the foreign currency exchange market or through forward contracts
to purchase or sell foreign currencies.

Forward Foreign Currency Exchange Contracts. The Fund may enter into
forward foreign currency exchange contracts in order to protect against a
possible loss resulting from an adverse change in the relationship between the
U.S. dollar and a foreign currency involved in an underlying transaction.
However, forward foreign currency exchange contracts may limit potential gains
which could result from a positive change in such currency relationships. The
Advisors believe that it is important to have the flexibility to enter into
forward foreign currency exchange contracts whenever it determines that it is in
the Fund's best interest to do so. The Fund will not speculate in foreign
currency exchange.

The Fund will not enter into forward foreign currency exchange contracts or
maintain a net exposure in such contracts when it would be obligated to deliver
an amount of foreign currency in excess of the value of its portfolio securities
or other assets denominated in that currency or, in the case of a "cross-hedge"
denominated in a currency or currencies that the Advisors believe will tend to
be closely correlated with that currency with regard to price movements.
Generally, the Fund will not enter into a forward foreign currency exchange
contract with a term longer than one year.

Foreign Currency Options. A foreign currency option provides the option
buyer with the right to buy or sell a stated amount of foreign currency at the
exercise price on a specified date or during the option period. The owner of a
call option has the right, but not the obligation, to buy the currency.
Conversely, the owner of a put option has the right, but not the obligation, to
sell the currency.

When the option is exercised, the seller (i.e., writer) of the option is
obligated to fulfill the terms of the sold option. However, either the seller
or the buyer may, in the secondary market, close its position during the option
period at any time prior to expiration.

9
<PAGE>

A call option on foreign currency generally rises in value if the underlying
currency appreciates in value, and a put option on foreign currency generally
rises in value if the underlying currency depreciates in value. Although
purchasing a foreign currency option can protect the Fund against an adverse
movement in the value of a foreign currency, the option will not limit the
movement in the value of such currency. For example, if the Fund was holding
securities denominated in a foreign currency that was appreciating and had
purchased a foreign currency put to hedge against a decline in the value of the
currency, the Fund would not have to exercise their put option. Likewise, if
the Fund were to enter into a contract to purchase a security denominated in
foreign currency and, in conjunction with that purchase, were to purchase a
foreign currency call option to hedge against a rise in value of the currency,
and if the value of the currency instead depreciated between the date of
purchase and the settlement date, the Fund would not have to exercise its call.
Instead, the Fund could acquire in the spot market the amount of foreign
currency needed for settlement.

Special Risks Associated with Foreign Currency Options. Buyers and sellers
of foreign currency options are subject to the same risks that apply to options
generally. In addition, there are certain additional risks associated with
foreign currency options. The markets in foreign currency options are
relatively new, and the Fund's ability to establish and close out positions on
such options is subject to the maintenance of a liquid secondary market.
Although the Fund will not purchase or write such options unless and until, in
the opinion of the Advisors, the market for them has developed sufficiently to
ensure that the risks in connection with such options are not greater than the
risks in connection with the underlying currency, there can be no assurance that
a liquid secondary market will exist for a particular option at any specific
time.

In addition, options on foreign currencies are affected by all of those
factors that influence foreign exchange rates and investments generally.

The value of a foreign currency option depends upon the value of the
underlying currency relative to the U.S. dollar. As a result, the price of the
option position may vary with changes in the value of either or both currencies
and may have no relationship to the investment merits of a foreign security.
Because foreign currency transactions occurring in the interbank market involve
substantially larger amounts than those that may be involved in the use of
foreign currency options, investors may be disadvantaged by having to deal in an
odd lot market (generally consisting of transactions of less than $1 million)
for the underlying foreign currencies at prices that are less favorable than for
round lots.

There is no systematic reporting of last sale information for foreign
currencies or any regulatory requirement that quotations available through
dealers or other market sources be firm or revised on a timely basis. Available
quotation information is generally representative of very large transactions in
the interbank market and thus may not reflect relatively smaller transactions
(i.e., less than $1 million) where rates may be less favorable. The interbank
market in foreign currencies is a global, around-the-clock market. To the
extent that the U.S. option markets are closed while the markets for the
underlying currencies remain open,

10
<PAGE>

significant price and rate movements may take place in the underlying markets
that cannot be reflected in the options markets until they reopen.

Foreign Currency Futures Transactions. By using foreign currency futures
contracts and options on such contracts, the Fund may be able to achieve many of
the same objectives as it would through the use of forward foreign currency
exchange contracts. The Fund may be able to achieve these objectives possibly
more effectively and at a lower cost by using futures transactions instead of
forward foreign currency exchange contracts.

Special Risks Associated with Foreign Currency Futures Contracts and Related
Options. Buyers and sellers of foreign currency futures contracts are subject
to the same risks that apply to the use of futures generally. In addition,
there are risks associated with foreign currency futures contracts and their use
as a hedging device similar to those associated with options on currencies, as
described above.

Options on foreign currency futures contracts may involve certain additional
risks. Trading options on foreign currency futures contracts is relatively new.
The ability to establish and close out positions on such options is subject to
the maintenance of a liquid secondary market. To reduce this risk, the Fund
will not purchase or write options on foreign currency futures contracts unless
and until, in the opinion of the Advisors, the market for such options has
developed sufficiently that the risks in connection with such options are not
greater than the risks in connection with transactions in the underlying foreign
currency futures contracts. Compared to the purchase or sale of foreign
currency futures contracts, the purchase of call or put options on futures
contracts involves less potential risk to the Fund because the maximum amount at
risk is the premium paid for the option (plus transaction costs). However,
there may be circumstances when the purchase of a call or put option on a
futures contract would result in a loss, such as when there is no movement in
the price of the underlying currency or futures contract.

U.S. GOVERNMENT OBLIGATIONS. The types of U.S. government obligations in
which any of the Funds may invest 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:

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

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

. the discretionary authority of the U.S. government to purchase certain
obligations of agencies or instrumentality issuing the obligations.

Variable Rate U.S. Government Securities. Some of the short-term U.S.
government securities that the money market 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.

11
<PAGE>

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.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. Each Fund may enter into
when-issued and delayed delivery transactions. These transactions are made to
secure what is considered to be an advantageous price or yield for a Fund. No
fees or other expenses, other than normal transaction costs, are incurred.
However, liquid assets of a 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 Funds do 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 their assets.

REPURCHASE AGREEMENTS. Each Fund may enter into repurchase agreements. A
repurchase agreement is an agreement whereby a fund takes possession of
securities from another party in exchange for cash and agrees to sell the
security back to the party at a specified time and price. To the extent that the
original seller does not repurchase the securities from a Fund, a 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 a Fund might be delayed pending court action.
The Funds will only enter into repurchase agreements with banks and other
recognized financial institutions such as broker/dealers which are deemed by the
Advisors to be creditworthy pursuant to guidelines established by the Trustees.

REVERSE REPURCHASE AGREEMENTS. The Funds may also enter into reverse
repurchase agreements. These transactions are similar to borrowing cash. In a
reverse repurchase agreement, a 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 it 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 a 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 a Fund will be able to avoid selling portfolio instruments
at a disadvantageous time.

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

LENDING OF PORTFOLIO SECURITIES. Each Fund (other than U.S. Treasury MM
Fund) may lend portfolio securities. The collateral received when a fund lends
portfolio securities must

12
<PAGE>

be valued daily and, should the market value of the loaned securities increase,
the borrower must furnish additional collateral to the Fund. During the time
portfolio securities are on loan, the borrower pays the Fund any dividends or
interest paid on such securities. Loans are subject to termination at the option
of a Fund or the borrower. A Fund may pay reasonable administrative and
custodial fees in connection with a loan and may pay a negotiated portion of the
interest earned on the cash or equivalent collateral to the borrower or placing
broker. A Fund would not have the right to vote securities on loan, but would
terminate the loan and regain the right to vote if that were considered
important with respect to the investment.

RESTRICTED AND ILLIQUID SECURITIES. Each Fund may invest in securities
issued in reliance on the exemption from registration afforded by Section 4(2)
of the Securities Act of 1933. Section 4(2) securities are restricted as to
disposition under the federal securities laws and are generally sold to
institutional investors, such as the Funds, who agree that they are purchasing
such securities for investment purposes and not with a view to public
distributions. Any resale by the purchaser must be in an exempt transaction.
Section 4(2) securities are normally resold to other institutional investors
like the Funds through or with the assistance of the issuer or investment
dealers who make a market in such securities, thus providing liquidity. The
Funds believe that Section 4(2) securities and possibly certain other restricted
securities which meet the criteria for liquidity established by the Trustees are
quite liquid. The Funds intend, therefore, to treat the restricted securities
which meet the criteria for liquidity established by the Trustees, including
Section 4(2) securities, as determined by the Advisors, as liquid and not
subject to the investment limitation applicable to illiquid securities.

The ability of the Trustees to determine the liquidity of certain restricted
securities is permitted under the Securities and Exchange commission ("SEC")
staff position set forth in the adopting release for Rule 144A under the
Securities Act of 1933 (the "Rule"). The Rule is a non-exclusive safe harbor
for certain secondary market transactions involving securities subject to
restrictions on resale under federal securities laws. The Rule provides an
exemption from registration for resales of otherwise restricted securities to
qualified institutional buyers. The Rule was expected to further enhance the
liquidity of the secondary market for securities eligible for resale under Rule
144A. The Fund believes that the Staff of the SEC has left the question of
determining the liquidity of all restricted securities to the Trustees. The
Trustees consider the following criteria in determining the liquidity of certain
restricted securities: the frequency of trades and quotes for the security; the
number of dealers willing to purchase or sell the security and the number of
other potential buyers; dealer undertakings to make a market in the security;
and the nature of the security and the nature of the marketplace trades.

PORTFOLIO TURNOVER

The Funds will not attempt to set or meet portfolio turnover rates since any
turnover would be incidental to transactions undertaken in an attempt to achieve
the Funds' investment objectives. The following is a list of the portfolio
turnover rates for the Funds except the money market funds:

13
<PAGE>

FISCAL YEAR ENDED FISCAL YEAR ENDED
JULY 31, 1999 JULY 31, 1998
------------------ -----------------
<S> <C> <C>

Government Securities Fund % %
Quality Bond Fund % %
Ohio Tax Free Fund % %
Quality Growth Fund % %
Mid Cap Fund % %
Balanced Fund % %
International Equity Fund % %
Equity Income Fund % %
Bond Fund For Income % %
Municipal Bond Fund % %
Cardinal Fund % %
Pinnacle Fund % %
</TABLE>

The increases in portfolio turnover for each of the [EXPLAIN].

INVESTMENT LIMITATIONS

ISSUING SENIOR SECURITIES AND BORROWING MONEY. The Funds will not issue
senior securities except that a Fund may borrow money directly or through
reverse repurchase agreements in amounts up to one-third of the value of its
total assets, including the amount borrowed and except to the extent that a Fund
(with the exception of Ohio Tax Free Fund and Municipal Bond Fund) may enter
into futures contracts, as applicable. The Funds will not borrow money or
engage in reverse repurchase agreements for investment leverage, but rather as a
temporary, extraordinary, or emergency measure or to facilitate management of
the portfolio by enabling a Fund to meet redemption requests when the
liquidation of portfolio securities is deemed to be inconvenient or
disadvantageous. No Fund (other than the Prime MM Fund and U.S. Treasury MM
Fund) will purchase any securities while any borrowings in excess of 5% of its
total assets are outstanding.

SELLING SHORT AND BUYING ON MARGIN. The Funds will not sell any securities
short or purchase any securities on margin, but may obtain such short-term
credits as are necessary for clearance of purchases and sales of securities.

The deposit or payment by the Funds (with the exception of Ohio Tax Free
Fund and Municipal Bond Fund) of initial or variation margin in connection with
futures contracts or related options transactions is not considered the purchase
of a security on margin.

PLEDGING ASSETS. The Prime MM Fund will not [mortgage, pledge or
hypothecate any assets.] The other Funds will not mortgage, pledge, or
hypothecate any assets, except to secure permitted borrowings. The Government
MM Fund, Tax Exempt MM Fund and U.S. Treasury MM Fund only may pledge having a
value not exceeding the lesser of the dollar amounts borrowed or 10% of the
value of total assets at the time of the pledge. For purposes of this
limitation, where applicable, (a) the deposit of assets in escrow in connection
with the writing of covered put or call options and the purchase of securities
on a when-issued basis and (b) collateral arrangements with respect to: (i) the
purchase and sale of stock options (and options on stock indices) and (ii)
initial or variation margin for futures contracts, will not be deemed to be
pledges of a Fund's assets.

14
<PAGE>

INVESTING IN COMMODITIES. None of the Funds will purchase or sell
commodities, commodity contracts, or commodity futures contracts except to the
extent that the Funds (with the exception of Ohio Tax Free Fund, Government
Securities Fund and Municipal Bond Fund) may engage in transactions involving
futures contracts or options on futures contracts.

INVESTING IN REAL ESTATE. None of the Funds will purchase or sell real
estate, including limited partnership interests, although the Funds (with the
exception of Government Securities Fund) may invest in securities of issuers
whose business involves the purchase or sale of real estate or in securities
which are secured by real estate or interests in real estate.

DIVERSIFICATION OF INVESTMENTS. With respect to 75% of the value of their
respective total assets (and with respect to 100% of their total assets with
respect to Tax Exempt MM Fund, Government MM Fund and U.S. Treasury MM Fund) a
Fund (with the exception of Ohio Tax Free Fund), will not purchase securities
issued-by any one issuer (other than cash, cash items or securities issued or
guaranteed by the government of the United States or its agencies or
instrumentalities and repurchase agreements collateralized by such securities),
if as a result more than 5% of the value of their total assets would be invested
in the securities of that issuer. A Fund will not acquire more than 10% of the
outstanding voting securities of any one issuer.

DEALING IN PUTS AND CALLS. The Ohio Tax Free Fund, the Municipal Bond Fund
and the Tax Exempt MM Fund will not buy or sell puts, calls, straddles, spreads,
or any combination of these.

CONCENTRATION OF INVESTMENTS. The Government Securities Fund, Quality Bond
Fund, Quality Growth Fund, Mid Cap Fund, Balanced Fund and International Equity
Fund will not invest 25% or more of the value of their respective total assets
in any one industry, except that these Funds may invest more than 25% of the
value of its total assets in securities issued or guaranteed by the U.S.
government, its agencies, or instrumentalities and repurchase agreements
collateralized by such securities.

The Prime MM 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 Prime MM 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 Prime MM
Fund will not invest more than 25% of its net assets in instruments of foreign
banks.

The Ohio Tax Free Fund, the Municipal Bond Fund and the Tax Exempt MM Fund
will not purchase securities if, as a result of such purchase, 25% or more of
the value of their respective total assets would be invested in any one industry
or in industrial development bonds or other securities, the interest upon which
is paid from revenues of similar types of

15
<PAGE>

projects. However, the Funds may invest as temporary investments more than 25%
of the value of their respective assets in cash or cash items, securities issued
or guaranteed by the U.S. government, its agencies or instrumentalities, or
instruments secured by these money market instruments, i.e., repurchase
agreements.

UNDERWRITING. A Fund will not underwrite any issue of securities, except as
a Fund may be deemed to be an underwriter under the Securities Act of 1933 in
connection with the sale of securities in accordance with its investment
objective, policies, and limitations.

The above limitations cannot be changed with respect to a Fund without
approval of the holders or a majority of that Fund's Shares. The following
limitations may be changed by the Trustees without shareholder approval.
Shareholders will be notified before any material change in these limitations
becomes effective.

INVESTING IN RESTRICTED SECURITIES. The Funds will not invest more than 10%
of the value of their respective net assets in securities that are subject to
restrictions on resale under federal securities law.

INVESTING IN ILLIQUID SECURITIES. The Funds other than the money market
funds, will not invest more than 15% of the value of their respective net assets
in illiquid securities, including, as applicable, repurchase agreements
providing for settlement more than seven days after notice, over-the-counter
options, certain restricted securities not determined by the Trustees to be
liquid, and non-negotiable time deposits with maturities over seven days. The
money market funds will not invest more than 10% of the value of their
respective net assets in illiquid securities.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES. With respect to 100%
of their total assets (and for the Tax Exempt MM Fund, with respect to 75% of
that Fund's total Assets), the Funds will limit their respective investments in
other investment companies to no more than 3% of the total outstanding voting
stock of any investment company, invest no more than 5% of their respective
total assets in any one investment company, and will invest no more than 10% of
their respective total assets in investment companies in general. The Funds
will purchase securities of closed-end investment companies only in open market
transactions involving only customary broker's commissions. However, these
limitations are not applicable if the securities are acquired in a merger,
consolidation, reorganization, or acquisition of assets. It should be noted
that investment companies incur certain expenses such as management fees and,
therefore, any investment by a Fund in shares of another investment company
would be subject to such expenses.

INVESTING IN NEW ISSUERS. The Government Securities Fund, Quality Bond
Fund, Quality Growth Fund, Mid Cap Fund, Balanced Fund, International Equity
Fund and the Prime MM Fund will not invest more than 5% of the value of their
respective total assets in securities of issuers which have records of less than
three years of continuous operations, including the operation of any
predecessor.

16
<PAGE>

The Ohio Tax Free Fund, the Municipal Bond Fund and the Tax Exempt MM Fun
will not invest more that 5% of the value of their respective total assets in
industrial development bonds where the principal and interest are the
responsibility of companies (or guarantors, where applicable) with less than
three years of continuous operations, including the operation of any
predecessor.

INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF
THE TRUST. No Fund (other than the U.S. Treasury MM Fund, the Prime MM Fund and
the Government MM Fund) may purchase or retain the securities of any issuer if
the officers and Trustees of the Trust or its investment advisor, owning
individually more than 1/2 of 1% of the issuer's securities, together own more
than 5% of the issuer's securities.

INVESTING IN MINERALS. No Fund (other than the U.S. Treasury MM Fund or the
Government MM Fund may purchase interests in oil, gas, or other mineral
exploration or development programs or leases, except they may purchase the
securities of issuers which invest in or sponsor such programs.

INVESTING IN COMMODITIES, COMMODITY CONTRACTS, OR REAL ESTATE. The Prime MM
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. The Tax Exempt Money Market Fund will
not purchase or sell commodities, commodity contracts, commodity futures
contracts or real estate, including limited partnership interests, although the
Tax Exempt Money Market Fund may invest in the securities of issuers whose
business involves the purchase or sale of real estate or in securities which are
secured by real estate or interests in real estate.

ARBITRAGE TRANSACTIONS. No Fund (other than the money market funds) may
enter into transactions for the purpose of engaging in arbitrage.

PURCHASING SECURITIES TO EXERCISE CONTROL. No Fund (other than the money
market funds) may purchase securities of a company for the purpose of exercising
control or management.

INVESTING IN WARRANTS. The Quality Growth Fund, Mid Cap Fund, Balanced
Fund, International Equity Fund, and Equity Income Fund may not invest more than
5% of their net assets in warrants, including those acquired in units or
attached to other securities. To comply with certain state restrictions, a Fund
will limit its investment in such warrants not listed on the New York or
American Stock Exchanges to 2% of its net assets. (If state restrictions
change, this latter restriction may be revised without notice to shareholders.)
For purposes of this investment restriction, warrants will be valued at the
lower of cost or market, except that warrants acquired by a Fund in units with
or attached to securities may be deemed to be without value.

INVESTING IN PUT OPTIONS. The International Equity Fund will not purchase
put options on securities or futures contracts, unless the securities or futures
contracts are held in the

17
<PAGE>

Fund's portfolio or unless the Fund in entitled to them in deliverable form
without further payment or after segregating cash in the amount of any further
payment.

WRITING COVERED CALL OPTIONS. The International Equity Fund will not write
call options on securities or futures contracts unless the securities of futures
contracts are held in the Fund's portfolio or unless the Fund is entitled to
them in deliverable form without further payment or after segregating cash in
the amount of any further payment.

Except with respect to the Funds' policy of 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. For purposes of its policies and
limitations, the Funds consider 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."

The Ohio Tax Free Fund and the Municipal Bond Fund do not expect to borrow
money or pledge securities in excess of 5% of the value of their respective net
assets during the coming fiscal year.

INVESTMENT RISKS (OHIO TAX FREE FUND)

The economy of the State of Ohio is reliant in part on durable goods
manufacturing, largely concentrated in motor vehicles and equipment, steel,
rubber products and household appliances. During the past decade, competition
in various industries in the State of Ohio has changed from being domestic to
international in nature. In addition, these industries may be characterized as
having excess capacity in particular product segments. The steel industry, in
particular, and the automobile industry, to a lesser extent, share these
characteristics. Because the State of Ohio and certain underlying
municipalities have large exposure to these industries and their respective
after markets, trends in these industries may, over the long term, impact the
demographic and financial position of the State of Ohio and its municipalities.
To the degree that domestic manufacturers in industries to which Ohio
municipalities have exposure fail to make competitive adjustments, employment
statistics and disposable income of residents in Ohio may deteriorate, possibly
leading to population declines and erosion of municipality tax bases.

Both the economic trends above and the political climate in various
municipalities may have contributed to the decisions of various businesses and
individuals to relocate outside the state. A municipality's political climate
in particular may affect its own credit standing. For both the State of Ohio
and underlying Ohio municipalities, adjustment of credit ratings by the rating
agencies may affect the ability to issue securities and thereby affect the
supply of obligations meeting the quality standards for investment by the Fund.

The state ended fiscal year 1993 with a positive budgetary fund balance of
over $100 million. The 1994-1995 biennial budget was formulated with reasonable
revenue assumptions.

18
<PAGE>

The state implemented a revenue enhancement package in January of 1993 that
increased the cigarette tax and the income tax bracket for incomes over
$200,000, broadened the sales tax base and capped tax distributions to local
governments. These and other minor revenue enhancements are budgeted to add $912
million of additional revenue to the 1994-1995 biennial budget. The state's fund
balance reserve levels continue to be minimal but the state has demonstrated its
ability to manage with limited financial flexibility.

The state has established procedures for municipal fiscal emergencies under
which joint state/local commissions are established to monitor the fiscal
affairs of a financially troubled municipality. When these procedures are
invoked, the municipality must develop a financial plan to eliminate deficits
and cure any defaults. Since their adoption in 1979, these procedures have been
applied to approximately twenty-two cities and villages, including the city of
Cleveland; in sixteen of these communities, the fiscal situation has been
resolved and the procedures terminated.

[UPDATE]

The foregoing discussion only highlights some of the significant financial
trends and problems affecting the State of Ohio and underlying municipalities.

FIFTH THIRD FUNDS MANAGEMENT

OFFICERS AND TRUSTEES

Officers and Trustees of the Trust are listed with their addresses,
principal occupations, and present positions. None of the Trustees are
"interested persons" of Fifth Third Bank (the "Advisor"), Fifth Third Bancorp,
The BISYS Group, Inc., BISYS Fund Services, Inc., BISYS Fund Services Ohio,
Inc., or BISYS Fund Services Limited Partnership, as that term is defined in
Section 2(a)(19) of the 1940 Act.

Albert E. Harris, 5905 Graves Road, Cincinnati, OH 45243. Birthdate: July
2, 1932. Chairman of the Board of Trustees of the Trust, formerly Chairman
of the Board EDB Holdings, Inc. (retired July, 1993).

Edward Burke Carey, 394 East Town Street, Columbus, OH 43215. Birthdate:
July 2, 1945. Member of the Board of Trustees, President of Carey Leggett
Realty Advisors.

Lee A. Carter, 425 Walnut Street, Cincinnati, OH 45202. 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 of the Trust, employee of BISYS Fund Services,
Inc.

19
<PAGE>

Jeffrey C. Cusick, 3435 Stelzer Road, Columbus, Ohio 43219-3035. Birthdate:
May 19, 1959. Vice President of the Trust, and formerly the Secretary and
Treasurer of the Trust, employee of BISYS Fund Services, Inc.; from
September 1993 to July 1995, Assistant Vice President, Federated
Administrative Services.

Rodney L. Ruehle, 3435 Stelzer Road, Columbus, Ohio 43219-3035. Birthdate:
_________. Secretary of the Trust, and employee of BISYS Fund Services,
Limited Partnership.

Gary R. Tenkman, 3435 Stelzer Road, Columbus, Ohio 43219-3035. Birthdate:
_________. Treasurer of the Trust, and employee of BISYS Fund Services,
Limited Partnership.

Karen L. Blair, 3435 Stelzer Road, Columbus, Ohio 43219-3035. Birthdate:
_________. Assistant Secretary and Assistance Treasurer of the Trust, and
employee of BISYS Fund Services, Limited Partnership.

TRUST OWNERSHIP

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

Fifth Third Bank, as nominee for numerous trust and agency accounts, was the
owner of record of more than 5% of the outstanding Shares of each Fund as of
August 31, 1999. The following list indicates the extent of its ownership for
each Fund.

Government Securities Fund: shares %
Quality Bond Fund: shares %
Ohio Tax Free Fund: shares %
Quality Growth Fund: shares %
Mid Cap Fund: shares %
Balanced Fund: shares %
International Equity Fund: shares %
Equity Income Fund: shares %
Bond Fund For Income: shares %
Municipal Bond Fund: shares %

TRUSTEES' COMPENSATION

Aggregate Compensation
Name and Position with Trust from Trust*+
- ---------------------------- -----------------------
Edward Burke Carey, Trustee $
Lee A. Carter, Trustee $
Albert E. Harris, Trustee, Chairman of the Board $

20
<PAGE>

___________________

* Information is furnished for the fiscal year ended July 31, 1999. The Trust
is the only investment company in the Fund complex.

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

TRUSTEE LIABILITY

The Trust's Declaration of Trust provides that the Trustees will not be
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

INVESTMENT ADVISERS TO THE TRUST

The Trust's investment advisers to all Funds other than the Pinnacle Fund
is Fifth Third Bank. It provides investment advisory services through its Trust
and Investment Division. The Trust's adviser to the Pinnacle Fund is Heartland.
Fifth Third Bank and Heartland are wholly-owned subsidiaries of Fifth Third
Bancorp.

Neither adviser shall be liable to the Trust, a Fund, or any shareholder of
any of the Funds 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.

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

ADVISORY FEES

For its advisory services, Fifth Third Bank receives an annual investment
advisory fee as described in the prospectus. The following shows all investment
advisory fees incurred by the Funds and the amounts of those fees that were
voluntarily waived by the Advisor for the fiscal years ended July 31, 1999, July
31, 1998, and July 31, 1997:

21
<PAGE>

YEAR ENDED AMOUNT YEAR ENDED AMOUNT YEAR ENDED AMOUNT
FUND NAME JULY 31, 1999 WAIVED-1999 JULY 31, 1998 WAIVED-1998 JULY 31, 1997 WAIVED-1997
<S> <C> <C> <C> <C> <C> <C>
Government Securities Fund
Quality Bond Fund
Ohio Tax Free Fund
Quality Growth Fund
Mid Cap Fund
Balanced Fund
International Equity Fund
Equity Income Fund$
Bond Fund For Income
Municipal Bond Fund
Cardinal Fund
Pinnacle Fund
Government MM Fund
Prime MM Fund
Tax Exempt MM Fund
U.S. Treasury MM Fund
</TABLE>

SUB-ADVISOR

Morgan Stanley Asset Management, Inc. is the sub-advisor to International
Equity Fund under the terms of a Sub-Advisory Agreement between Fifth Third Bank
and Morgan Stanley Asset Management, Inc.

SUB-ADVISORY FEES

For its sub-advisory services, Morgan Stanley Asset Management, Inc. receives
an annual sub-advisory fee paid by the Advisor as described in the prospectus.

For the year ended July 31, 1997, the Sub-Advisor earned fees from
International Equity Fund of $_____ of which $______ was waived. For the year
ended July 31, 1998, the Sub-Advisor earned fees from International Equity Fund
of $______, of which $______ was waived. For the year ended July 31, 1999, the
Sub-Advisor earned fees from International Equity Fund of $______ of which $0.00
was waived.

ADMINISTRATIVE SERVICES

BISYS Fund Services L.P., 3435 Stelzer Road, Columbus, Ohio 43219, provided
administrative personnel and services to the Funds for the fees set forth in the
prospectus. The following shows all fees earned by BISYS and the amounts of
those fees that were voluntarily waived. For the years ended July 31, 1997 and
July 31, 1998 and July 31, 1999:

22
<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED AMOUNT YEAR ENDED AMOUNT YEAR ENDED AMOUNT
FUND NAME JULY 31, 1999 WAIVED-1999 JULY 31, 1998 WAIVED-1998 JULY 31, 1997 WAIVED-1997
<S> <C> <C> <C> <C> <C> <C>
Government Securities Fund
Quality Bond Fund
Ohio Tax Free Fund
Quality Growth Fund
Mid Cap Fund
Balanced Fund
International Equity Fund
Equity Income Fund$
Bond Fund For Income
Municipal Bond Fund
Cardinal Fund
Pinnacle Fund
Government MM Fund
Prime MM Fund
Tax Exempt MM Fund
U.S. Treasury MM Fund
</TABLE>

Fifth Third Bank performs sub-administration services on behalf of each Fund,
for which it receives compensation from BISYS Fund Services L.P. For the years
ended July 31, 1997, July 31, 1998 and July 31, 1999, Fifth Third Bank earned
the following sub-administrative fees:

YEAR ENDED YEAR ENDED YEAR ENDED
FUND NAME JULY 31, 1997 JULY 31, 1998 JULY 31, 1999

Government Securities Fund $ $ $
Quality Bond Fund $ $ $
Ohio Tax Free Fund $ $ $
Quality Growth Fund $ $ $
Mid Cap Fund $ $ $
Balanced Fund $ $ $
International Equity Fund $ $ $
Equity Income Fund $ $ $
Bond Fund for Income $ $ $
Municipal Bond Fund $ $ $
Cardinal Fund $ $ $
Pinnacle Fund $ $ $
Government MM Fund $ $ $
Prime MM Fund $ $ $
Tax Exempt MM Fund $ $ $
U.S. Treasury MM Fund $ $ $

Under the custodian agreement, Fifth Third Bank holds each Fund's portfolio
securities and keeps all necessary records and documents relating to its duties.
Pursuant to an agreement with Fifth Third Bank, The Bank of New York, acts as
the International Equity Fund's sub-custodian for foreign assets held outside
the United States and employs sub-custodians. Fees for custody services are
based upon the market value of Fund securities held in custody plus out-of-
pocket expenses. For fiscal years ended July 31, 1997, July 31, 1998 and July
31, 1999, those fees were $_____, $______ and $______, respectively, of which
$_______, $________ and $________, respectively was waived.

23
<PAGE>

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.

BROKERAGE TRANSACTIONS

When selecting brokers and dealers to handle the purchase and sale of
portfolio instruments, the Advisers and Sub-Advisor look for prompt execution of
the order at a favorable price. In working with dealers, the Advisors and Sub-
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 Advisors and Sub-Advisor make decisions on portfolio
transactions and selects brokers and dealers subject to guidelines established
by the Trustees.

The Advisors and Sub-Advisor may select brokers and dealers who offer
brokerage and research services. These services may be furnished directly to the
Funds or to the Advisors and Sub-Advisor and may include, advice as to the
advisability of investing in securities, security analysis and reports, economic
studies, industry studies, receipt of quotations for portfolio evaluations, and
similar services.

The Advisors and Sub-Advisor and their 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. For the fiscal year ended July 31,
1999, the Funds paid brokerage commissions in exchange for brokerage and
research services described above in the following amounts: [UPDATE].

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

Although investment decisions for the Funds are made independently from those
of the other accounts managed by the Advisors and Sub-Advisor, investments of
the type the Funds may quake may also be made by those other accounts. When one
of the Funds and one or more other accounts managed by the Advisors and Sub-
Advisor are prepared to invest in, or desire to dispose of, the same security,
available investments or opportunities for sales will be allocated in a manner
believed by the Advisors and Sub-Advisor to be equitable to each. In

24
<PAGE>

some cases, this procedure may adversely affect the price paid or received by
the Funds or the size of the position obtained or disposed of by the Funds. In
other cases, however, it is believed that coordination and the ability to
participate in volume transactions will be to the benefit of the Funds.

For the fiscal years ended July 31, 1997, July 31, 1998, and for the period
from August 1, 1998 (the date Morgan Stanley Trust Company no longer served as
subcustodian with respect to the assets of the International Equity Fund) to May
26 1999, Morgan Stanley & Co. Incorporated, an affiliate of the International
Equity Fund, earned $__, $____ and $_______, respectively, in brokerage
commissions, representing ____%, ______% and _____%, respectively, of the total
brokerage commissions paid by the Fund. These transactions with Morgan Stanley &
Co. Incorporated amounted to ____%, _____% and ______%, respectively, of the
value of the Fund's securities transactions on which commissions were paid.
Morgan Stanley & Co. Incorporated executed trades for the Fund in Indonesia
which, in general, involve higher transaction costs than trades done in such
other markets as Japan or the European countries, which accounts for the
differences in these percentages.

During the fiscal year ended July 31, 1999, some of the Funds acquired
securities of the Funds' regular brokers or dealers or their parents as follows:
[UPDATE]

PURCHASING SHARES

Shares of the Funds are sold at their net asset value with an applicable sales
charge or contingent deferred sales charge on days the New York Stock Exchange
and the Federal Reserve Bank of Cleveland are open for business. The procedure
for purchasing Investment A Shares, Investment C Shares or Institutional Class
Shares of the Funds is explained in the prospectus for such Fund and Class under
"Investing in the Funds."

DISTRIBUTION PLAN AND ADMINISTRATIVE SERVICES AGREEMENT (INVESTMENT C SHARES
ONLY)

With respect to Investment A Shares and Investment C Shares of the Funds, the
Trust has adopted a Plan pursuant to Rule l2b-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 a Fund's Shares
subject to the Plan. Such activities may include the advertising and marketing
of 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
enter into agreements to pay fees to brokers for distribution and administrative
support services and to other participating financial institutions and persons
for distribution assistance and support services to the Funds and their
shareholders. 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

25
<PAGE>

purchase transactions; entering redemption transactions; providing or arranging
to provide accounting support for all transactions, wiring funds and receiving
funds for 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 Funds' transfer
agent; and maintaining and distributing current copies of prospectuses and
shareholder reports to the beneficial owners of Shares and prospective
shareholders.

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

Pursuant to the Plan, with respect to Investment A Shares, the Funds are
authorized to pay the distributor a monthly distribution fee computed at the
annual rate of up to 0.35% of the average aggregate net asset value of the
Investment A Shares of each applicable Fund held during the month. As of the
date of this Statement of Additional Information, the Funds are not accruing or
paying l2b-I fees for Investment A Shares. The Funds do not intend to accrue or
pay 12b- I fees with respect to Investment A Shares until either separate
classes of shares have been created for certain fiduciary investors for the
Funds or a determination is made that such investors will be subject to the
12b-1 fees.

Pursuant to the Plan, with respect to Investment C Shares, the Funds are
authorized to pay the distributor a monthly distribution fee computed at the
annual rate of up to 0.75% of the average aggregate net asset value of the
Investment C Shares of each applicable Fund held during the month. For the
fiscal year ended July 31, 1999, the distributor received $___________ pursuant
to the Plan, [all of which was paid to BHC Securities, Inc. for its distribution
services with respect to the sale of Investment C Shares under a l2b-1 Agreement
with the Trust].

With respect to Investment C Shares, the Trust may enter into an
Administrative Service Agreement to permit the payment of fees to financial
institutions, including Fifth Third Bank, to cause services to be provided to
shareholders by a representative who has knowledge of the shareholder's
particular circumstances and goals. Benefits to shareholders of Investment C
Shares of the Funds may include: (1) providing personal services to
shareholders; (2) investing shareholder assets with a minimum of delay and
administrative detail; (3) enhancing shareholder recordkeeping systems; and (4)
responding promptly to shareholders' requests and inquiries concerning their
accounts.

For the fiscal year ended July 31, 1999, the Funds paid $________ to Fifth
Third Bank to compensate BHC Securities, Inc. for providing administrative
services to Investment C Shares of the Funds.

26
<PAGE>

CONVERSION TO FEDERAL FUNDS

It is the Funds' policy to be as fully invested as possible so that maximum
interest or dividends 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 finds.

EXCHANGING SECURITIES FOR FUND SHARES

Investors may exchange securities they already own for Shares of a Fund or
they may exchange a combination of securities and cash for Fund Shares. Any
securities to be exchanged must meet the investment objective and policies of
each Fund, must have a readily ascertainable market value, must be liquid, and
must not be subject to restrictions on resale. An investor should forward the
securities in negotiable form with an authorized letter of transmittal to Fifth
Third Bank. A Fund will notify the investor of its acceptance and valuation of
the securities within five business days of their receipt by the advisor.

A Fund values such securities in the same manner as a Fund values its assets.
The basis of the exchange will depend upon the net asset value of Shares of a
Fund on the day the securities are valued. One Share of a Fund will be issued
for each equivalent amount of securities accepted.

Any interest earned on the securities prior to the exchange will be considered
in valuing the securities. All interest, dividends, subscription, conversion, or
other rights attached to the securities become the property of a Fund, along
with the securities.

DETERMINING NET ASSET VALUE

Net asset values of the Funds generally, other than the money market funds,
change each day. The days on which the net asset value is calculated by these
Funds are described in the prospectus. The money market funds attempt to
maintain a net asset value per share of $1.00.

DETERMINING MARKET VALUE OF SECURITIES

The value of the Funds' portfolio securities (with the exception of Ohio Tax
Free Fund, Municipal Bond Fund and the money market funds) are determined as
follows:

. for equity securities, according to the last sale price on a national
securities exchange, if available;

. in the absence of recorded sales for listed equity securities, according to
the mean between the last closing bid and asked prices;

27
<PAGE>

. for unlisted equity securities, the latest bid prices;

. for bonds and other fixed income securities, as determined by an
independent pricing service;

. for short-term obligations, according to the mean between bid and asked
prices as furnished by an independent pricing service except that short-term
obligations with remaining maturities of less than 60 days at the time of
purchase may be valued at amortized cost; or

. for all other securities, at fair value as determined in good faith by the
Board of Trustees.

Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices and may reflect institutional trading in
similar groups of securities, yield, quality, coupon rate, maturity, type of
issue, trading characteristics, and other market data.

The Funds will value futures contracts, options and put options on financial
futures at their market values established by the exchanges at the close of
option trading on such exchanges unless the Trustees determine in good faith
that another method of valuing option positions is necessary to appraise their
fair value.

VALUING MUNICIPAL BONDS

With respect to Ohio Tax Free Fund and Municipal Bond Fund, the Trustees use
an independent pricing service to value municipal bonds. The independent pricing
service takes into consideration yield, stability, risk, quality, coupon rate,
maturity, type of issue, trading characteristics, special circumstances of a
security or trading market, and any other factors or market data it considers
relevant in determining valuations for normal institutional size trading units
of debt securities, and does not rely exclusively on quoted prices.

USE OF AMORTIZED COST

The Trustees have decided that the fair value of debt securities authorized to
be purchased by the money market funds and by the other Fund with remaining
maturities of 60 days or less at the time of purchase may be their amortized
cost value, unless the particular circumstances of the security indicate
otherwise. Under this method, portfolio instruments and assets are valued at the
acquisition cost as adjusted for amortization of premium or accumulation of
discount rather than at current market value. The Trustees continually assess
this method of valuation and recommends changes where necessary to assure that
the Fund's portfolio instruments are valued at their fair value as determined in
good faith by the Trustees.

28
<PAGE>

MONITORING PROCEDURES

For the money market funds, 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 value. 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

For the money market funds, the Rule requires that a money market 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 related, the Trustees must determine that they are of
comparable quality. Shares of investment companies purchased by a money market
fund will meet these same criteria and will have investment policies consistent
with the Rule. The Rule also requires a money market 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 a money market fund.

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

A money market 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
a money market 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 a
money market 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.

TRADING IN FOREIGN SECURITIES

Trading in foreign securities may be completed at times which vary from the
closing of the New York Stock Exchange. In computing the net asset value,
International Equity Fund values foreign securities at the latest closing price
on the exchange on which they are traded

29
<PAGE>

immediately prior to the closing of the New York Stock Exchange. Certain foreign
currency exchange rates may also be determined at the latest rate prior to the
closing of the New York Stock Exchange. Foreign securities quoted in foreign
currencies are translated into U.S. dollars at current rates. Occasionally,
events that affect these values and exchange rates may occur between the times
at which they are determined and the closing of the New York Stock Exchange. If
such events materially affect the value of portfolio securities, these
securities may be valued at their fair value as determined in good faith by the
Trustees, although the actual calculation may be done by others.

REDEEMING SHARES

Shares are redeemed at the next computed net asset value after a Fund receives
the redemption request. Redemption procedures are explained in the prospectus
under "Redeeming Shares." Although Fifth Third Bank does not charge for
telephone redemptions, it reserves the right to charge a fee for the cost of
wire-transferred redemptions of less than [$5,000].

Investment C Shares redeemed within one year of purchase may be subject to a
contingent deferred sales charge. The contingent deferred sales charge may be
reduced with respect to a particular shareholder where a financial institution
selling Investment C Shares elects not to receive a commission from the
distributor with respect to its sale of such Shares.

REDEMPTION IN KIND

The Trust has elected to be governed by Rule 18f- I 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 FUNDS' TAX STATUS

The Funds will pay no federal income tax because they expect 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, each Fund must, among other
requirements: derive at least 90% of its gross income from dividends, interest,
and gains from the sale of securities; invest in securities within

30
<PAGE>

certain statutory limits; and distribute to its shareholders at least 90% of its
net income earned during the year.

SHAREHOLDERS' TAX STATUS

With respect to all Funds except the Ohio Tax Free Fund, the Municipal Bond
Fund and the Tax Exempt MM Fund, shareholders are subject to federal income tax
on dividends received as cash or additional Shares. No portion of any income
dividend paid by a Fund is eligible for the dividends received deduction
available to corporations. These dividends, and any short-term capital gains,
are taxable as ordinary income.

With respect to Ohio Tax Free Fund, Municipal Bond Fund and the Tax Exempt MM
Fund, no portion of any income dividend paid by a Fund is eligible for the
dividends received deduction available to corporations.

CAPITAL GAINS

With respect to all Funds except the Ohio Tax Free Fund, the Municipal Bond
Fund and the Tax Exempt MM Fund, long-term capital gains distributed to
shareholders will be treated as long-term capital gains regardless of how long
shareholders have held Shares.

With respect to Ohio Tax Free Fund and Municipal Bond Fund, capital gains or
losses may be realized by a Fund on the sale of portfolio securities and as a
result of discounts from par value on securities held to maturity. Sales would
generally be made because of: the availability of higher relative yields;
differentials in market values; new investment opportunities; changes in
creditworthiness of an issuer; or an attempt to preserve gains or limit losses.

Distributions of long-term capital gains are taxed as such, whether they are
taken in cash or reinvested, and regardless of the length of time the
shareholder has owned Shares. Any loss by a shareholder on Shares held for less
than six months and sold after a capital distribution will be treated as a long-
term capital loss to the extent of the capital gains distribution.

STATE AND LOCAL TAXES

The Government Cash Reserves 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 advantages 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.

31
<PAGE>

FOREIGN TAXES

Investment income on certain foreign securities in which International Equity
Fund may invest may be subject to foreign withholding or other taxes that could
reduce the return on these securities. Tax treaties between the United States
and foreign countries, however, may reduce or eliminate the amount of foreign
taxes to which the Fund would subject.

TOTAL RETURN

[INSERT TABLES]

YIELD

[INSERT TABLES]

TAX-EQUIVALENT YIELD

[INSERT TABLES]

TAX EQUIVALENCY TABLE

The Ohio Tax Free Fund and Municipal Bond Fund may also use a tax-equivalency
table in advertising and sales literature. The interest earned by the municipal
obligations in the Ohio Tax Free Fund's portfolio generally remains free from
federal regular income tax and is free from income taxes imposed by the State of
Ohio. The interest earned by the Municipal Bond Fund's portfolio is generally
free from federal regular income tax. As the tables below indicates, a "tax-
free" investment in the Ohio Tax Free Fund is an attractive choice for
investors, particularly in times of narrow spreads between "tax-free" and
taxable yields.

TAXABLE YIELD EQUIVALENT FOR 1999 -- [UPDATE]
STATE OF OHIO

FEDERAL TAX BRACKET:

15.00% 28.00% 31.00% 36.00% 39.60%

COMBINED FEDERAL AND STATE TAX BRACKET:

19.457% 33.201% 37.900% 43.500% 47.100%

SINGLE $1- $23,351- $56,551- $117,951- OVER
RETURN 23,350 56,550 117,950 256,500 256,500

32
<PAGE>

Tax-Exempt Yield Taxable Yield Equivalent

1.50% 1.86% 2.25% 2.42% 2.65% 2.84%
2.00% 2.48% 2.99% 3.22% 3.54% 3.78%
2.50% 3.10% 3.74% 4.03% 4.42% 4.73%
3.00% 3.72% 4.49% 4.83% 5.31% 5.67%
3.50% 4.35% 5.24% 5.64% 6.19% 6.62%
4.00% 4.97% 5.99% 6.44% 7.08% 7.56%
4.50% 5.59% 6.74% 7.25% 7.96% 8.51%
5.00% 6.21% 7.49% 8.05% 8.85% 9.45%
5.50% 6.83% 8.23% 8.86% 9.73% 10.40%
6.00% 7.45% 8.98% 9.66% 10.62% 11.34%

Note: The maximum marginal tax rate for each bracket was used in
calculating the taxable yield equivalent. Furthermore, additional
state and local taxes paid on comparable taxable investments were not
used to increase federal deductions.

The chart above is for illustrative purposes only. It is not an indicator
of past or future performance of Ohio Tax Free Bond Fund Shares.

* Some portion of Ohio Tax Free Fund's and Municipal Bond Fund's income
may be subject to the federal alternative minimum tax and state and
local income taxes.

PERFORMANCE COMPARISONS

Each Fund's performance depends upon such variables as: portfolio quality;
average portfolio maturity; type of instruments in which the portfolio is
invested; changes in interest rates and market value of portfolio securities;
changes in each Fund's expenses; and various other factors.

Each Fund's performance fluctuates on a daily basis largely because net
earnings and offering price per share fluctuate daily. Both net earnings and net
asset value per share are factors in the computation of yield and total return
as described above.

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 and/or indices which the Funds use in advertising may include:

. Dow Jones Industrial Average ("DJIA") represents share prices of
selected blue-chip industrial corporations. The DRA indicates daily changes in
the average price of stock of these corporations. Because it represents the top
corporations of America, the DRA

33
<PAGE>

index is a leading economic indicator for the stock market as a whole. (Quality
Growth, Balanced, Mid Cap, and Equity Income Funds)

. Europe, Australia, and Far East (EAFE) is a market capitalization
weighted foreign securities index, which is widely used to measure the
performance of European, Australian, New Zealand, and Far Eastern stock markets.
The index covers approximately 1,020 companies drawn from 18 countries in the
above regions. The index values its securities daily in both U.S. dollars and
local currency and calculates total returns monthly. EAFE U.S. dollar total
return is a net dividend figure less Luxembourg withholding tax. The EAFE is
monitored by Capital International, S.A., Geneva, Switzerland. (International
Equity Fund)

. Lehman Brothers Aggregate Bond Index is a total return index measuring
both the capital price changes and income provided by the underlying universe of
securities, weighted by market value outstanding. The Aggregate Bond Index is
comprised of the Lehman Brothers Government Bond Index, Corporate Bond Index,
Mortgage-Backed Securities Index and the Yankee Bond Index. These indices
include: U.S. Treasury obligations, including bonds and notes; U.S. agency
obligations, including those of the Federal Farm Credit Bank, Federal Land Bank
and the Bank for Co-Operatives; foreign obligations, U.S. investment-grade
corporate debt and mortgage-backed obligations. All corporate debt included in
the Aggregate Bond Index has a minimum S&P rating of BBB, a minimum Moody's
rating of Baa, or a Fitch rating of BBB. (Balanced, Quality Bond and Bond Fund
For Income)

. Lehman Brothers 5-Year Municipal Bond Index includes fixed-rate debt
obligations of state and local government entities. The securities have
maturities not less than four years but no more than six years, are investment
grade and are selected from issues larger than$50 million dated since 1984.
(Ohio Tax Free and Municipal Bond Funds)

. Lehman Brothers Government Index is an unmanaged index comprised of
all publicly issued, non-convertible domestic debt of the U.S. government, or
any agency thereof, or any quasi-federal corporation and of corporate debt
guaranteed by the U.S. government. Only notes and bonds with a minimum
outstanding principal of $1 million and a minimum maturity of one year are
included. (Government Securities, Balanced, Quality Bond, and Bond Fund For
Income)

. Lehman Brothers Government/Corporate (Total) Index is comprised of
approximately 5,000 issues which include non-convertible bonds publicly issued
by the U.S. government or its agencies; corporate bonds guaranteed by the U.S.
government and quasi-federal corporations; and publicly issued, fixed rate, non-
convertible domestic bonds of companies in industry, public utilities and
finance. The average maturity of these bonds approximates nine years. Tracked by
Shearson Lehman Brothers, Inc., the index calculates total returns for one
month, three month, twelve month and ten year periods and year-to-date.
(Government Securities, Balanced, Quality Bond, and Bond Fund For Income)

. Lehman Brothers Intermediate Government/Corporate Bond Index: An
unmanaged index comprised of all the bonds issued by the Lehman Brothers

34
<PAGE>

Government/Corporate Bond Index with maturities between I and 9.99 years. Total
return is based on price appreciation/depreciation and income as a percentage of
the original investment. Indices are rebalanced monthly by market
capitalization. (Balanced, Quality Bond, Government Securities, and Bond Fund
For Income)

. Lehman Brothers 7-Year Municipal Bond Index includes fixed-rate debt
obligations of state and local government entities. The securities - have
maturities between seven and eight years, are investment grade and are selected
from issues larger than $50 million dated since 1984. (Ohio Tax Free Bond and
Municipal Bond Funds)

. Lipper Analytical Services, Inc. ranks funds in various fund
categories by making comparative calculations using total return. Total return
assumes the reinvestment of all capital gains distributions and income dividends
and takes into account any change in net asset value over a specific period of
time. From time to time, the Fund will quote its Lipper ranking in the
applicable funds category in advertising and sales literature. (All of the
Funds)

. Merrill Lynch Composite 1-5 Year Treasury Index is comprised of
approximately 66 issues of U.S. Treasury securities maturing between I and 4.99
years, with coupon rates of 4.25% or more. These total return figures are
calculated for one, three, six, and twelve month periods and year-to-date and
include the value of the bond plus income and any price appreciation or
depreciation. (Government Securities Fund)

. Merrill Lynch Corporate and Government Index includes issues which
must be in the form of publicly placed, nonconvertible, coupon-bearing domestic
debt and must carry a term of maturity of at least one year. Par amounts
outstanding must be no less than $10 million at the start and at the close of
the performance measurement period. Corporate instruments must be rated by S&P
or by Moody's as investment grade issues (i.e., BBB/Baa or better). (Balanced,
Quality Bond, and Bond Fund For Income)

. Merrill Lynch Domestic Master Index includes issues which must be in
the form of publicly placed, nonconvertible, coupon-bearing domestic debt and
must carry a term to maturity of at least one year. Par amounts outstanding must
be no less than $10 million at the start and at the close of the performance
measurement period. The Domestic Master Index is a broader index than the
Merrill Lynch Corporate and Government Index and includes, for example, mortgage
related securities. The mortgage market is divided by agency, type of mortgage
and coupon and the amount outstanding in each agency/type/coupon subdivision
must be no less than $200 million at the start and at the close of the
performance measurement period. Corporate instruments must be rated by S&P or by
Moody's as investment grade issues (i.e. BBB/Baa or better). (Balanced, Quality
Bond and Bond Fund For Income)

. Merrill Lynch 3-Year Treasury Yield Curve Index is an unmanaged index
comprised of the most recently issued 3-year U.S. Treasury notes. Index returns
are calculated as total returns for periods of one, three, six, and twelve
months as well as year-to-date. (Government Securities Fund)

35
<PAGE>

. Merrill Lynch 3-5 Year Treasury Index is comprised of approximately 24
issues of intermediate-term U.S. government and U.S. Treasury securities with
maturities between 3 and 4.99 years and coupon rates above 4.25%. Index returns
are calculated as total returns for periods of one, three, six and twelve months
as well as year-to-date. (Government Securities Fund)

. Morningstar, Inc., an independent rating service, is the publisher of
the bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
NASDAQ-listed mutual funds of all types, according to their risk-adjusted
returns. The maximum rating is five stars, and ratings are effective for two
weeks. (All Funds)

. Salomon Brothers AAA-AA Corporate Index calculates total returns of
approximately 775 issues which include long-term, high-grade domestic corporate
taxable bonds, rated AAA-AA with maturities of twelve years or more and
companies in industry, public utilities, and finance. (Balanced, Quality Bond,
and Bond Fund For Income)

. Salomon Brothers 3-5 Year Government Index quotes total returns for
U.S. Treasury issues (excluding flower bonds) which have maturities of three to
five years. These total returns are year-to-date figures which are calculated
each month following January 1. (Government Securities Fund)

. S&P/BARRA Growth Index is a sub-index of the S&P 500 composite index
of common stocks. The index represents approximately fifty percent of the S&P
500 market capitalization and is comprised of those companies with higher price-
to-book ratios (one distinction associated with "growth stocks"). The index is
maintained by Standard and Poor's in conjunction with BARRA, an investment
technology firm. (Quality Growth, Balanced, Mid Cap, and Equity Income Funds)

. S&P Mid Cap 400 Index is comprised of the 400 common stocks issued by
medium-sized domestic companies whose market capitalizations range from $200
million to $5 billion. The stocks are selected on the basis of the issuer's
market size, liquidity and industry group representation. (Mid Cap Fund)

. Standard & Poor's Ratings Group Daffy Stock Price Indices of 500 and
400 Common Stocks are composite indices of common stocks in industry,
transportation, and financial and public utility companies that can be used to
compare to the total returns of funds whose portfolios are invested primarily in
common stocks. In addition, the S&P indices assume reinvestment of all dividends
paid by stocks listed on its indices. Taxes due on any of these distributions
are not included, nor are brokerage or other fees calculated in the S&P figures.
(Quality Growth, Balanced, Mid Cap, and Equity Income Funds)

. Wilshire Mid Cap 750 Index is a subset of the Wilshire 5000 index of
common stocks. The Mid Cap 750 index consists of those Wilshire 5000 companies
ranked between 501 and 1,250 according to market capitalization. The index
ranges in market capitalization from $400 million to $1.7 billion. (Mid Cap
Fund)

36
<PAGE>

Advertisements and other sales literature for the Funds may quote total
returns which are calculated on non-standardized base periods. These total
returns also represent the historic change in the value of an investment in the
Funds based on monthly/quarterly reinvestment of dividends over a specified
period of time.

Advertisements may quote performance information which does not reflect the
effect of the sales load.

FINANCIAL STATEMENTS

The financial statements for the Funds for the fiscal year ended July 31,
1999 are incorporated herein by reference to the Annual Reports to Shareholders
of Fifth Third Funds dated July 31, 1999. (File Nos. 33-24848 and 811-5669.) A
copy of the Annual Report may be obtained without charge by contacting the Trust
at the address located on the back cover of the prospectus.

37
<PAGE>

APPENDIX

STANDARD AND POOR'S RATINGS GROUP CORPORATE AND MUNICIPAL BOND RATING
DEFINITIONS

AAA--Debt rated "AAA" has the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.

AA--Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.

A--Debt rated "A" has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB--Debt rated "BBB" is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

NR--NR indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy. S&P may apply a plus (+) or
minus (-) to the above rating classifications to show relative standing within
the classifications,

MOODY'S INVESTORS SERVICE, INC. CORPORATE AND MUNICIPAL BOND RATING DEFINITIONS

Aaa--Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group, they comprise what are generally known
as high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

A--Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium-grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.

38
<PAGE>

Baa--Bonds which are rated Baa are considered as medium-grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

NR--Not rated by Moody's. Moody's applies numerical modifiers, 1, 2 and 3
in each generic rating classification from Aa through B in its bond rating
system. The modifier I indicates that the security ranks in the higher end of
its generic rating category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its generic
rating category.

FITCH INVESTORS SERVICE, INC. LONG-TERM DEBT RATING DEFINITIONS

AAA--Bonds considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest and
repay principal, which is unlikely to be affected by reasonably foreseeable
events.

AA--Bonds considered to be investment grade and of very high quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F- I +.

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

NR--NR indicates that Fitch does not rate the specific issue. Plus (+) or
Minus (-): Plus and minus signs are used with a rating symbol to indicate the
relative position of a credit within the rating category. Plus and minus signs,
however, are not used in the AAA category.

STANDARD AND POOR'S RATINGS GROUP MUNICIPAL NOTE RATING DEFINITIONS

SP-1--Very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics will be given a
plus sign (+) designation.

SP-2--Satisfactory capacity to pay principal and interest.

SP-3--Speculative capacity to pay principal and interest.

39
<PAGE>

MOODY'S INVESTORS SERVICE SHORT-TERM LOAN RATING DEFINITIONS

MIG1/VMIGI--This designation denotes best quality. There is a present
strong protection by established cash flows, superior liquidity support or
demonstrated broad based access to the market for refinancing.

MIG2/VMIG2--This designation denotes high quality. Margins of protection
are ample although not so large as in the preceding group.

FITCH INVESTORS SERVICE, INC. SHORT-TERM DEBT RATING DEFINITIONS

F-1+--Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.

F-1--Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated F-I+.

F-2--Good Credit Quality. Issues carrying this rating have a satisfactory
degree of assurance for timely payment, but the margin of safety is not as great
as the F-I+ and F-1 categories.

STANDARD AND POOR'S RATINGS GROUP COMMERCIAL PAPER RATING DEFINITIONS

A-1--This designation indicates that the degree of safety regarding timely
payment is strong. Those issues determined to have extremely strong safety
characteristics are denoted with a plus (+) sign.

A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.

MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATING DEFINITIONS

Prime-1--Issuers rated Prime-1 (or related supporting institutions) have a
superior capacity for repayment of senior short-term promissory obligations.
Prime-1 repayment capacity will often be evidenced by the following
characteristics:

. Leading market positions in well-established industries.

. High rates of return on funds employed.

. Conservative capitalization structure with moderate reliance on debt
and ample asset protection.

. Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.

40
<PAGE>

. Well-established access to a range of financial markets and assured
sources of alternate liquidity.

P-2--Issuers (or supporting institutions) rated Prime-2 (P-2) have a strong
capacity for repayment of senior short-term debt obligations. This will normally
be evidenced by many of the characteristics cited above, but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

41
<PAGE>

PART C. OTHER INFORMATION

Item 23. Exhibits

(a) Declaration of Trust of the Registrant including Amendments No. 1 through 7
(incorporated by reference to Registrant's Post-Effective Amendment No. 15
on Form N-1A filed February 28, 1995)

(i) Amendment No. 8 to the Declaration of Trust (incorporated by
reference to Registrant's Post-Effective Amendment No. 19 on Form
N-lA filed on or about October 28, 1996)
(ii) Amendment No. 9 to the Declaration of Trust (incorporated by
reference to Registrant's Post-Effective Amendment No. 18 on Form
N-1A filed on or about October 1, 1996)
(iii) Amendment No. 10 to the Declaration of Trust (incorporated by
reference to Registrant's Post-Effective Amendment No. 22 on Form
N-1A filed on or about September 30, 1997)
(iv) Amendment No. 11 to the Declaration of Trust (incorporated by
reference to Registrant's Post-Effective Amendment No. 26 on Form
N-1A filed on or about January 21, 1998)
(v) Amendment No. 12 to the Declaration of Trust (incorporated by
reference to Registrant's Post-Effective Amendment No. 28 on Form
N-1A filed on or about October 30, 1998).
(vi) Amendment No. 13 to the Declaration of Trust (incorporated by
reference to Registrant's Post-Effective Amendment No. 28 on Form
N-1A filed on or about October 30, 1998).
(vii) Amendment No. 14 to the Declaration of Trust (filed herewith)

(b) By-Laws of the Registrant (incorporated by reference to Registrant's Post-
Effective Amendment No. 15 on Form N-1A filed February 28, 1995)

(d) (i) Investment Advisory Contract of the Registrant through and including
Exhibit J (incorporated by reference to Registrant's Post-Effective
Amendment No. 15 on Form N-1A filed February 28, 1995)

(A) Exhibits K-M to Investment Advisory Contract of Registrant
(incorporated by reference to Registrant's Post-Effective
Amendment No. 22 on Form N-1A filed on or about September
30, 1997)

C-1
<PAGE>

(B) Exhibits N-0 to Investment Advisory Contract (incorporated
by reference to Registrant's Post-Effective Amendment No. 28
on Form N-1A filed on or about October 30, 1998).

(ii) Sub-Advisory Agreement (incorporated by reference to Registrant's
Post-Effective Amendment No. 13 on Form N-1A filed June 1, 1994)

(iii) Investment Advisory Contract of the Fifth Third Pinnacle Fund
(incorporated by reference to Registrant's Post-Effective
Amendment No. 28 on Form N-1A filed on or about October 30,
1998).

(e) (i) Distribution Agreement of the Registrant (incorporated by reference to
Registrant's Post-Effective Amendment No. 17 on Form N-1A filed on or
about January 18, 1996)

(A) Amended Schedules A-C to Distribution Agreement
(incorporated by reference to Registrant's Post-Effective
Amendment No. 28 on Form N-1A filed on or about October 30,
1998).

(ii) Administrative Service Agreement of the Registrant (incorporated
by reference to Registrant's Post-Effective Amendment No. 19 on
Form N-1A filed on or about October 28, 1996)

(A) Amended Exhibit A to Administrative Service Agreement
(incorporated by reference to Registrant's Post-Effective
Amendment No. 28 on Form N-1A filed on or about October 30,
1998).

(f) Not applicable

(g) (i) Custody Agreement of the Registrant (incorporated by reference to
Registrant's Post-Effective Amendment No. 25 on Form N-lA filed
on or about November 28, 1997);

(A) Amended Exhibit B to Custody Agreement (incorporated by
reference to Registrant's Post-Effective Amendment No. 22 on
Form N-1A filed on or about September 30, 1997)

(B) Amendment dated May 18, 1999 to the Custody Agreement
(included herewith)

(ii) [Foreign] Custody Agreement dated May 25, 1999 between Fifth
Third Bank and The Bank of New York (included herewith)

C-2
<PAGE>

(A) Foreign Custody Manager Agreement dated May 25, 1999 between
the Registrant and The Bank of New York (included herewith)

(B) [Foreign Custody Manager] Letter Agreement dated May 25,
1999 between the Registrant and Fifth Third Bank
(included herewith)

(h) (i) Transfer Agency and Accounting Services Agreement of the
Registrant (incorporated by reference to Registrant's Post-
Effective Amendment No. 15 on Form N-1A filed February 28, 1995)

(A) Amended Schedule A to Transfer Agency and Accounting
Services Agreement

(ii) Management and Administration Agreement of the Registrant
(incorporated by reference to Registrant's Post-Effective
Amendment No. 22 on Form N-1A filed on or about September 30,
1997)

(A) Amended Schedule A to Management and Administration
Agreement (incorporated by reference to Registrant's Post-
Effective Amendment No. 28 on Form N-1A filed on or about
October 30, 1998).

(iii) Sub-Administration Agreement (incorporated by reference to
Registrant's Post-Effective Amendment No. 22 on Form N-1A filed
on or about September 30, 1997)

(A) Amended Schedule A to Sub-Administration Agreement
(incorporated by reference to Registrant's Post-Effective
Amendment No. 28 on Form N-1A filed on or about October 30,
1998).

(i) Opinion and Consent of counsel as to legality of shares being
registered (incorporated by reference to Registrant's Post-Effective
Amendment No. 28 on Form N-1A filed on or about October 30, 1998).
--

(j) (i) Consent of Ernst & Young LLP (to be filed concurrently with
effectiveness)

(k) Not applicable

C-3
<PAGE>

(l) Initial Capital Understanding (incorporated by reference to
Registrant's Post-Effective Amendment No. 15 on Form N-1A filed
February 28, 1995)

(m) (i) Amended Rule l2b-1 Plan through and including Exhibits A and B
(incorporated by reference to Registrant's Post-Effective
Amendment No. 28 on Form N-1A filed on or about October 30,
1998).

(ii) Form of Rule 12b-1 Agreement (incorporated by reference to
Registrant's Post-Effective Amendment No. 28 on Form
N-1A filed on or about October 30, 1998).

(n) Financial Data Schedules (incorporated by reference to Registrant's
Form N-SAR filed on or about September 29, 1999)

(o) Amended and Restated Multiple Class Plan (incorporated by reference to
Registrant's Post-Effective Amendment No. 28 on Form N-1A filed on or
about October 30, 1998).

Item 24. Persons Controlled by or Under Common Control with Registrant

None

Item 25. 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).

Item 26. Business and Other Connections of Investment Adviser
<TABLE>
<CAPTION>

FIFTH THIRD BANK

Other Substantial
Position with Business, Profession,
Name Fifth Third Bank Vocation or Employment
- ---- ---------------- -----------------------
<S> <C> <C>
George A. Schaefer, Jr. President, Chief Executive Officer
and Director None
Stephen J. Schrantz Executive Vice President None
P. Michael Brumm Executive Vice President None
Michael K. Keating Executive Vice President,
Trust Officer and Secretary None
Robert P. Niehaus Executive Vice President None
Michael D. Baker Executive Vice President None
James J. Hudepohl Executive Vice President None
Gerald L. Wissel Executive Vice President and
Director of Audit None
Henry W. Hobson, III Senior Vice President None
J. Patrick Bell Senior Vice President None

</TABLE>

C-4
<PAGE>

<TABLE>

<S> <C> <C>
Tom A. Bobenread Senior Vice President None
Edward H. Silva, Jr. Senior Vice President None
Neal E. Arnold Senior Vice President and
Chief Financial Officer None
Paul L. Reynolds Senior Vice President, General
Counsel and Assistant Secretary None
James D. Berghausen Senior Vice President & Chief None
Investment Officer
Barry L. Boerstler Senior Vice President None
Richard A. Bondie Senior Vice President None
Roger W. Dean Senior Vice President & Bancorp
Controller None
Diane L. Dewbrey Senior Vice President & Cashier None
Sandra L. Lobert Senior Vice President & Trust
Officer None
William J. Moran Senior Vice President None
Ronald A. Stahl Senior Vice President & Trust
Officer None
Darryl F. Allen Director Chairman, President and CEO,
Aeroquip Vickers, Inc.
John F. Barrett Director President and CEO, The Western-
Southern Life Insurance Company
Gerald V. Dirvin Director Former Executive Vice President, The
Proctor & Gamble Company
Thomas B. Donnell Director Chairman, Fifth Third Bank of
Northwestern Ohio
Richard T. Farmer Director Chairman, Cintas Corp.
Ivan W. Gorr Director Former Chairman and CEO, Cooper
Tire & Rubber Co.
Joseph H. Head, Jr. Director Chairman & CEO, Atkins and Pearce
Joan R. Herschede Director Former President and CEO, The Frank
Herschede Company
Allen M. Hill Director President and CEO, Dayton Power &
Light, Inc.
William G. Kagler Director Former Chairman of the Executive
Committee of the Board of Directors,
Skyline Chili, Inc.
James D. Kiggen Director Chairman, Xtek, Inc.
Jerry L. Kirby Director Chairman, Fifth Third Bank of
Western Ohio
Mitchel D. Livingston, Ph.D. Director Vice President for Student Affairs &
Human Resources, University of
Cincinnati
Robert B. Morgan Director President and CEO, Cincinnati
Financial Corp.
David E. Reese Director Chairman, Fifth Third Bank of the
Southwest
James E. Rogers Director Vice Chairman, President & CEO,
CINergy
Brian H. Rowe Director Chairman Emeritus, GE Aircraft
Engines
John J. Schiff, Jr. Director Chairman, Cincinnati Financial Corp.

</TABLE>

C-5
<PAGE>

<TABLE>

<S> <C> <C>
Donald B. Shackelford Director Chairman, Fifth Third Bank of
Columbus
Dennis J. Sullivan, Jr. Director Executive Counselor, Dan Pinger
Public Relations
Dudley S. Taft Director President, Taft Broadcasting Co.

</TABLE>

MORGAN STANLEY ASSET MANAGEMENT INC. (Sub-adviser to the Fifth Third
International Equity Fund):

Listed below are the officers and Directors of Morgan Stanley Asset
Management Inc. ("MSAM"). 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).

C-6
<PAGE>

MORGAN STANLEY ASSET MANAGEMENT
Officers (Principals and Managing Directors)

<TABLE>
<S> <C>
John R. Alkire, Managing Director Terence P. Carmichael, Principal
James A. Allwin, Managing Director Arthur Certosimo, Principal
Arden C. Armstrong, Managing Director Marc Crespi, Principal
Thomas L. Bennett, Managing Director Jan Daikuhara, Principal
Barton M. Big-, Managing Director Jacqueline A. Day, Principal
Francine J. Bovich, Managing Director Dana L. Dortone, Principal
Frances Campion, Managing Director Raye L. Dube, Principal
Stephen C. Cordy, Managing Director Hassan Elmasry, Principal
Madhav Dhar, Managing Director Abigail Jones Feder, Principal
Kenneth B. Dunn, Managing Director Frits Nicolas Simon Fiena, Principal
Stephen F. Esser, Managing Director Eugene Flood, Jr., Principal
Philip W. Friedman, Managing Director Robert J. Formisano, Principal
J. David Germany, Managing Director Thomas C. Frame, Principal
Nicholas J. Kovich, Managing Director W. Blain Gern, Principal
Maryann K. Maiwald, Managing Director William B. Gerlach, Principal
Robert J. Marcin, Managing Director Stephen T. Golding, Principal
Robert L. Meyer, Managing Director Robert L. Haoin, Principal
Frank P.L. Minard, Managing Director Perry E. Hall 11, Principal
Mar-, aret B. Nayulor, Managing Director Ellen D. Harvey, Principal
Russell C. Platt, Managing Director John D. Hevner, Principal
Scott F. Richard, Managing Director Kimberly L. Hirschman, Principal
Robert A. Sargent, Managing Director Ruth A. Hughes-Guden, Principal
Gary G. Schlarbaum, Managing Director Tracey H. Ivey, Principal
Vinod R. Sethi, Managing, Director Timothy D. Jansen, Principal
Dennis G. Sherva, Managing Director Margaret Kinsley Johnson, Principal
James L. Tanner, Managing Director James Jolinger, Principal
Horacio A. Valeiras, Managing Director Michael F. Klein, Principal
James R. Tanner, Managing Director Paul W. Klug, Jr., Principal
Mama C. Whittington, Managing Director George Kosby, Principal
Richard G. Woolworth, Jr., Managing Director Steven K. Kreider, Principal
Richard B. Worley, Managing Director Michael B. Kushma, Principal
Warren J. Ackerman, 111, Principal Khoon-Min Lim, Principal
Susan S. Akers, Principal Marianne J. Lippmann, Principal
Robert E. Angevine, Principal William David Lock, Principal
W. David Armstrong, Principal Jeremy Lodewick, Principal
Eileen M. Barron, Principal Gordon W. Loery, Principal
Gerald P. Barth-Wehrenalp, Principal Yvonne Lonorley, Principal
Glenn E. Becker, Principal Andrew John Mack, Principal
Richard M. Behler, Principal Gary J. Mangino, Principal
Stephen H. Belgrad, Principal An-elo G. Maniowoekis, Principal
William Bentley, Principal James J. Manley, Principal
Theodore R. Bigman, Principal Jeffrey Margolis, Principal
E. Clayton Boggs, Principal Ian Martin, Principal
Stuart H. Bohart, Principal M. Paul Martin, Principal
Richard F. Brereton, Principal Teresa E. Martini, Principal
Andrew C. Brown, Principal Walter Maynard, Jr., Principal
Jeffry P. Brown, Principal Phoebe Mcbee, Principal
Angelica T. Cantlon, Principal Alexis C. McCarthy, Principal

</TABLE>

C-7
<PAGE>

Mary Ann Milias St. Peter, Principal
Milesh Modi, Principal
Paul F. O'Brien, Principal
Yoshiro Okawa, Principal
Wayne D. Peterson, Principal
Christopher G. Petrow, Principal
Andreas Ludwig J. Povell, Principal
Akash Prakash, Principal
Narayan Rachmachandran, Principal
Gail H. Reeke, Principal
Ronald R. Reese, Principal
Christine 1. Reilly, Principal
Christian G. Roth, Principal
Stepano Russo, Principal
James D. Schmid, Principal
James H. Scott, Principal
Kiat Seng Seah, Principal
Roberto M. Sella, Principal
Stephen C. Sexauer, Principal
Andy B. Skov, Principal
Kim 1. Spellman, Principal
Joseph P. Stadler, Principal
Kunihiko Sugio, Principal
Ram K. Sunclaram, Principal
Ann D. Thivierge, Principal
Lorraine Truten, Principal
Elizabeth A. Vale, Principal
Roberto Vedovetto, Principal
Marjorie M. Wilcox, Principal
Ram Willner, Principal
Philip W. Winters, Principal
Bruce Wolfe, Principal
Peter John Wri-ght, Principal
Alford E. Zick, Principal

HEARTLAND CAPITAL MANAGEMENT, INC.

Other Substantial
Position with Business, Profession,
Name Heartland Vocation or Employment
- ---- --------- ----------------------
Robert D. Markley President and Chief Executive
Officer None
Thomas F. Maurath Executive Vice President None

Item 27. 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
Alpine Equity Trust, American Performance Funds, AmSouth

C-8
<PAGE>

Mutual Funds, The BB&T Mutual Funds Group, The Coventry Group, ESC
Strategic Funds, Inc., The Eureka Funds, Govenor Funds, Fifth Third Funds,
Hirtle Callaghan Trust, HSBC Funds Trust and HSBC Mutual Funds Trust,
INTRUST Funds Trust, The Infinity Mutual Funds, Inc., Magna Funds,
Mercantile Mutual Funds, Inc., Meyers Investment Trust, MMA Praxis Mutual
Funds, M.S.D.&T. Funds, Pacific Capital Funds, The Republic Advisors Funds
Trust, The Republic Funds Trust, Sefton Funds Trust, SSgA International
Liquidity Fund, Summit Investment Trust, Variable Insurance Funds, The
Victory Portfolios, The Victory Variable Insurance Funds and Vintage Funds,
Inc., each of which is an investment management company.

(b) Directors, officers and partners of BISYS, as of September 1, 1999 were as
follows:

Name and Principal Positions and Offices with
Business Address Positions and Offices with BISYS Registrant
- ------------------ -------------------------------- ----------
<S> <C> <C>

The BISYS Group, Inc. Sole shareholder of BISYS Fund None
150 Clove Road Services, Inc.
Little Falls, NJ 07424

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 433219 Fund Services Division

Kenneth B. Quintenz Executive Officer None
3435 Stelzer Road
Columbus, Ohio 43219

</TABLE>

C-9
<PAGE>

Item 28. 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 3la-1 through 3la-3 promulgated
thereunder are maintained at one of the following locations:

Fifth Third Funds (Registrant)
3435 Stelzer Road
Columbus, Ohio 43219-3035

Fifth Third Bank (Advisor, Custodian, Sub-administrator, transfer agent and
dividend disbursing agent)
38 Fountain Square Plaza
Cincinnati, Ohio 45263

BISYS (Administrator)
3435 Stelzer Road
Columbus, Ohio 43219-3035

Heartland Capital Management, Inc. (Advisor to the Fifth Third Pinnacle
Fund)
36 South Pennsylvania Street, Suite 610
Indianapolis, Indiana 46204

Morgan Stanley Asset Management Inc. (Sub-Advisor to the Fifth Third
International Equity Fund)
1221 Avenue of the Americas
New York, New York 10020

Item 29. Management Services

Not applicable.

Item 30. Undertakings

Registrant undertakes to furnish to each person to whom a prospectus is
delivered a copy of Registrant's latest Annual Report to Shareholders, upon
request and without charge.

Registrant undertakes to call a meeting of shareholders for the purpose of
voting upon the questions of removal of a trustee or trustees if requested to do
so by the holders of at least 10% of Registrant's outstanding shares. Registrant
will stand ready to assist shareholder communications in connection with any
meeting of shareholders as prescribed in Section 16(c) of the Investment Company
Act of 1940.

C-10
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Post-
Effective Amendment to its Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Columbus, State of
Ohio, on the 1st day of October 1999.

FIFTH THIRD FUNDS

BY:
----------------------------------
Stephen G. Mintos, President

Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment has been signed below by the following persons in the
capacities indicated on October 1, 1999.

<TABLE>

<S> <C>
President and Trustee (Principal Executive Officer)
- ---------------------------------
Stephen G. Mintos

Treasurer (Principal Financial and
- ---------------------------------- Accounting Officer)
Gary R. Tenkman

** Trustee
- ----------------------------------
Edward Burke Carey

** Trustee
- ----------------------------------
Lee A. Carter

** Chairman and Trustee
- ---------------------------------
Albert E. Harris

</TABLE>

**Executed on behalf of the indicated person by the undersigned, pursuant to
power of attorney previously filed and incorporated herein by reference.

By:
--------------------------------------------
Stephen G. Mintos, Attorney-in-fact

C-11
<PAGE>

EXHIBIT INDEX

Exhibit a (v) Amendment No. 14 to the Declaration of Trust
Exhibit g (i)(B) Amendment to Custody Agreement
Exhibit g (ii) [Foreign] Custody Agreement
Exhibit g (ii)(A) Foreign Custody Manager Agreement
Exhibit g (ii)(B) [Foreign Custody Manager] Letter Agreement

<PAGE>

Exhibit a(v)

FIFTH THIRD FUNDS

Amendment No. 14
dated July 14, 1999
to
DECLARATION OF TRUST

Effective July 15, 1999, the Declaration of Trust of Fifth Third Funds, a
Massachusetts business trust, is amended as follows:

1. Strike the first paragraph of Section 5 of Article III from the Declaration
of Trust and substitute in its place the following:

"Section 5. Establishing and Designation of Series or Class. Without
-----------------------------------------------
limiting the authority of the Trustees set forth in Article XII ,
Section 8, inter alia, to establish and designate any additional
Series or Class, or to modify the rights and preferences of any
existing Series or Class, the Series and Classes of the Trust shall
be, and hereby are, established and designated as:

Fifth Third Balanced Fund:
Investment A Shares;
Investment C Shares;
Institutional Shares;
Fifth Third Bond Fund for Income;
Investment A Shares;
Investment C Shares;
Institutional Shares;
Fifth Third Cardinal Fund;
Investment A Shares;
Investment C Shares;
Institutional Shares;
Fifth Third Prime Money Market Fund;
Investment A Shares;
Institutional Shares;
Fifth Third Equity Income Fund;
Investment A Shares;
Investment C Shares;
Institutional Shares;
Fifth Third Government Money Market Fund;
Investment A Shares;
Institutional Shares;
<PAGE>

Fifth Third International Equity Fund;
Investment A Shares;
Investment C Shares;
Institutional Shares;
Fifth Third Mid Cap Fund;
Investment A Shares;
Investment C Shares;
Institutional Shares;
Fifth Third Municipal Bond Fund;
Investment A Shares;
Investment C Shares;
Institutional Shares;
Fifth Third Ohio Tax Bond Fund;
Investment A Shares;
Investment C Shares;
Institutional Shares;
Fifth Third Pinnacle Fund;
Investment A Shares;
Investment C Shares;
Institutional Shares;
Fifth Third Quality Bond Fund;
Investment A Shares;
Investment C Shares;
Institutional Shares;
Fifth Third Quality Growth Fund;
Investment A Shares;
Investment C Shares;
Institutional Shares;
Fifth Third Tax Exempt Money Market Fund;
Investment A Shares;
Institutional Shares;
Fifth Third U.S. Government Securities Fund;
Investment A Shares;
Investment C Shares;
Institutional Shares; and
Fifth Third U.S. Treasury Money Market Fund;
Institutional Shares.

The remainder of Section 5 of Article III of the Declaration of Trust shall
remain in effect as previously constituted.

The undersigned Secretary of Fifth Third Funds hereby certifies that the
above-stated Amendment is a true and correct Amendment of the Declaration of
Trust, as adopted by the Board of Trustees on the 24th day of March, 1999.
<PAGE>

WITNESS the due execution hereof this _____ day of _____________, 1999.

---------------------------------------
Jeffrey C. Cusick
Secretary

STATE OF OHIO )
)
COUNTY OF FRANKLIN )

On _____________, 1999, there appeared before me the above-named Jeffrey
C. Cusick, to me personally known, who did acknowledge the foregoing instrument
to be his free act and deed in his capacity as Secretary of FIFTH THIRD FUNDS, a
Massachusetts business trust.

---------------------------------------
Notary Public
My Commission expires:
-----------------

[NOTARIAL SEAL]

<PAGE>

Exhibit g(i)B

[EXECUTED VERSION]

AMENDMENT TO CUSTODY AGREEMENT

AMENDMENT dated May 18, 1999 to the Custody Agreement dated December 12,
1989 (the "Custody Agreement"), by and between Fifth Third Funds, a business
trust organized under the laws of The Commonwealth of Massachusetts (the
"Trust"), and Fifth Third Bank, a banking company organized under the laws of
the State of Ohio (the "Custodian").

W I T N E S S E T H

WHEREAS, the Trust is an open-end investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), and the Custodian
is a bank having the qualifications prescribed in Section 26(a)(i) of the 1940
Act;

WHEREAS, the Custodian currently holds as custodian cash and Securities of
each of the separate series of the Trust (the "Funds");

WHEREAS, the Trust and the Bank desire to amend the Custody Agreement to
permit the Bank to (a) appoint certain banks and trust companies as sub-
custodians and (b) deposit or maintain cash and Securities of the Funds with
certain securities depositories and book-entry systems, all as provided in this
Amendment;

NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Trust and the Custodian hereby agree as follows:

1. Article I, Section 1.3 is hereby deleted in its entirety and replaced with
the following:

"1.3 'Book-Entry System' shall mean any person who meets the
qualifications of Rule 17f-4(b)(2) under the 1940 Act or any book-entry system
that is permitted to accept and maintain the securities and similar investments
of a registered management company under the 1940 Act and the rules thereunder."

2. Article I, Section 1.10 is hereby deleted in its entirety and replaced with
the following:

"1.10 'Securities Depository' shall mean any person who meets the
qualifications of Rule 17f-4(b)(1) under the 1940 Act or any securities
depository that is permitted to accept and maintain the securities and similar
investments of a registered management company under the 1940 Act and the rules
thereunder."

3. Article III, Section 3.3 is hereby deleted in its entirety and replaced
with the following:

"3.3 Appointment of Sub-Custodians. In its discretion, the Custodian may
appoint, and at any time remove, any person who has been approved by the Board
of Trustees and is qualified to act as a custodian under the 1940 Act, as sub-
custodian, to hold Securities and cash
<PAGE>

of the Funds and to carry out such other provisions of this Agreement as the
Custodian may determine, and the Custodian may also open and maintain one or
more accounts with such person (any such accounts to be in the name of the
Custodian on behalf of its customers and subject only to its draft or order
pursuant to the terms of this Agreement), provided, however, that the
appointment of any such person hereunder shall not relieve the Custodian of any
of its obligations or liabilities under this Agreement."

4. All defined terms not otherwise defined or amended herein shall have the
meanings ascribed to them in the Custody Agreement.

5. It is expressly agreed that the obligations of the Trust hereunder shall not
be binding upon any of the Trustees, shareholders, nominees, officers, agents or
employees of the Trust personally but shall bind only the trust property of the
Trust as provided in the Trust's Agreement and Declaration of Trust dated
September 15, 1988, as from time to time amended. The execution and delivery of
this Amendment have been authorized by the Trustees and this Amendment has been
signed and delivered by an authorized officer of the Trust, acting as such, and
neither such authorization by the Trustees nor such execution and delivery by
such officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the trust
property of the Trust as provided in the above-mentioned Agreement and
Declaration of Trust.

[Rest of page intentionally left blank.]

2
<PAGE>

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be executed and delivered in its name and on its behalf by its representatives
thereunto duly authorized, all as of the day and year first written above.

FIFTH THIRD FUNDS

By:_____________________________
Its:_____________________________

FIFTH THIRD BANK

By:_____________________________
Its:_____________________________

3
<PAGE>

Exhibit g(ii)

CUSTODY AGREEMENT

Agreement made as of this day of , 1999,
between FIFTH THIRD BANK (the "Primary Custodian"), as custodian for Fifth Third
Funds, a Massachusetts business trust organized and existing under the laws of
The Commonwealth of Massachusetts (the "Trust") having the Series listed on
Schedule I attached hereto (each a "Fund"), and THE BANK OF NEW YORK, a New York
corporation authorized to do a banking business, having its principal office and
place of business at One Wall Street, New York, New York 10286 (hereinafter
called the "Custodian").

W I T N E S S E T H :

WHEREAS, the Primary Custodian acts as the custodian for the securities and
money of each Fund;

WHEREAS, the Primary Custodian desires to appoint the Custodian as a sub-
custodian of certain securities and money of the Funds to be held outside of the
United States, but not as sub-custodian of securities and money to be held
within the United States; and

WHEREAS, the Custodian desires to serve as such sub-custodian of such
securities and money on the terms and conditions hereinafter contained in this
Custody Agreement;

NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, the Primary Custodian and the Custodian agree as follows:

ARTICLE I.

DEFINITIONS

Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:

1. "1940 Act" shall mean the Investment Company Act of 1940, as amended,
and the rules and regulations promulgated thereunder.

2. "Authorized Persons" shall be deemed to include any person, whether or
not such person is an officer or employee of the Primary Custodian, listed in
the Certificate annexed hereto as Appendix A or such other Certificate as may be
received by the Custodian from the Primary Custodian time to time.

<PAGE>

3. "Certificate" shall mean any notice, instruction, or other instrument in
writing, authorized or required by this Agreement to be given to the Custodian
which is actually received by the Custodian and signed by any two Authorized
Persons, and the term Certificate shall also include Instructions.

4. "Composite Currency Unit" shall mean the European Currency Unit or any
other composite unit consisting of the aggregate of specified amounts of
specified Currencies as such unit may be constituted from time to time.

5. "Currency" shall mean money denominated in a lawful currency of any
country or the European Currency Unit.

6. "Foreign Sub-Custodian" shall have the meaning assigned in Article VIII.

7. "FX Transaction" shall mean any transaction for the purchase by one
party of an agreed amount in one Currency against the sale by it to the other
party of an agreed amount in another Currency.

8. "Instructions" shall mean instructions communications transmitted by
electronic or telecommunications media, including S.W.I.F.T., computer-to-
computer interface, dedicated transmission line, facsimile transmission signed
by an Authorized Person and tested telex.

9. "Oral Instructions" shall mean verbal instructions actually received by
the Custodian from an Authorized Person or from a person reasonably believed by
the Custodian to be an Authorized Person.

10. "Security" shall mean any of the following, but only if its primary
market is outside the United States: money market securities, call options, put
options, stock index options, stock index futures contracts, stock index futures
contract options, financial futures contracts, financial futures contract
options, reverse repurchase agreements, repurchase agreements, common stocks and
other securities having characteristics similar to common stocks, preferred
stocks, debt obligations issued by state or municipal governments and by public
authorities, (including, without limitation, general obligation bonds, revenue
bonds, industrial bonds and industrial development bonds), bonds, debentures,
notes, mortgages or other obligations, and any certificates, receipts, warrants
or other instruments representing rights to receive, purchase, sell or subscribe
for the same, or evidencing or representing any other rights or interest
therein.

11. "Shares" shall mean the shares of beneficial interest of the Trust

-2-

<PAGE>

ARTICLE II.

APPOINTMENT OF CUSTODIAN

1. The Primary Custodian hereby constitutes and appoints the Custodian as
custodian of the Securities and money at any time owned by or in the possession
of the Trust on behalf of a Fund and held outside the United States during the
period of this Agreement.

2. The Custodian hereby accepts appointment as such custodian and agrees to
perform the duties thereof as hereinafter set forth.

ARTICLE III.

CUSTODY OF CASH AND SECURITIES

1. (a) The Primary Custodian will deliver or cause to be delivered to the
Custodian or, at the Custodian's direction, any Foreign Sub-Custodian all
Securities and all money owned or in the possession of the Trust on behalf of
each Fund and held outside the United States at any time during the period of
this Agreement, and shall specify with respect to such Securities and money the
Fund owning the same. The Custodian shall segregate, keep and maintain the
assets of the Funds separate and apart. The Custodian will not be responsible
for any Securities and money not actually received by it or by any Foreign Sub-
Custodian. The Custodian and any Foreign Sub-Custodian will be entitled to
reverse any credits made on a Fund's behalf where such credits have been
previously made and money is not finally collected. (b) The Custodian shall
hold all such Securities specifically allocated to a Fund which are not held by
a Foreign Sub-Custodian in a separate account in the name of such Fund
physically segregated at all times from those of any other person or persons,
and shall segregate on its books and records any cash so held. Securities and
money deposited with any Foreign Sub-Custodian will be represented in accounts
which include only assets held by the Custodian for customers, including, but
not limited to, accounts in which the Custodian acts in a fiduciary or
representative capacity and will be specifically allocated on the Custodian's
books to the separate account for the applicable Series. The Custodian shall
identify on its books as belonging to each Fund the Foreign Securities of such
Fund held by each Foreign Sub-Custodian.

2. The Custodian directly or through a Foreign Sub-Custodian shall
establish and maintain separate accounts, in the name of each Fund, and shall
credit to the separate account for each Fund all money received by it for the
account of such Fund. Money credited to a separate account for a Fund shall be
disbursed by the Custodian only:

(a) as hereinafter provided; or

-3-

<PAGE>

(b) pursuant to Certificates setting forth the name and address of the
person to whom the payment is to be made, the Fund account from which payment is
to be made and the purpose for which payment is to be made.

3. Promptly after the close of business on each day, the Custodian shall
furnish the Primary Custodian with confirmations and a summary, on a per Fund
basis, of all transfers to or from the account of the Fund, either hereunder or
with any Foreign Sub-Custodian. Where Securities are transferred to the account
of the Fund, the Custodian shall also by book-entry or otherwise identify as
belonging to such Fund a quantity of Securities in a fungible bulk of Securities
registered in the name of the Custodian (or its nominee) or shown on the
Custodian's account on the books of any Foreign Sub-Custodian. At least monthly
and from time to time, the Custodian shall furnish the Primary Custodian with a
detailed statement, on a per Fund basis, of the Securities and money held by the
Custodian and each Foreign Sub-Custodian.

4. All Securities held by the Custodian or any Foreign Sub-Custodian
hereunder, which are issued or issuable only in bearer form, shall be held by
the Custodian or any Foreign Sub-Custodian in that form; all other Securities
held hereunder may be registered in the name of (a) the Trust on behalf of a
Fund, (b) the Custodian or any Foreign Sub-Custodian on behalf of the Trust or a
Fund, or (c) their successor or successors, or their nominee or nominees on
behalf of the Trust or a Fund. The Primary Custodian agrees to furnish to the
Custodian appropriate instruments to enable the Custodian to hold or deliver in
proper form for transfer, or to register in the name of any such nominee any
Securities which it may hold hereunder and which may from time to time be
registered in the name of a Fund.

5. Except as otherwise provided in this Agreement and unless otherwise
instructed to the contrary by a Certificate, the Custodian by itself, or through
the use of a Foreign Sub-Custodian shall with respect to all Securities held for
the Fund hereunder in accordance with preceding paragraph 4:

(a) collect all income, dividends and distributions due or payable;

(b) give notice to the Primary Custodian and present for payment and
collect the amount payable upon such Securities which are called, but only if
either (i) the Custodian receives a written notice of such call, or (ii) notice
of such call appears in one or more of the publications listed in Appendix B
annexed hereto, which may be amended at any time by the Custodian without the
prior notification or consent of the Primary Custodian;

(d) surrender Securities in temporary form for definitive Securities;

-4-

<PAGE>

(e) execute, as custodian, any necessary declarations or certificates of
ownership under the Federal Income Tax Laws or the laws or regulations of
any other taxing authority now or hereafter in effect;

(f) hold directly, or through a Foreign Sub-Custodian, for the account of
a Fund, all rights and similar securities issued with respect to any Securities
held by the Custodian for such Fund hereunder; and

(g) deliver to the Primary Custodian all notices, proxies, proxy
soliciting materials, consents and other written information (including, without
limitation, notices of tender offers and exchange offers, pendency of calls,
maturities of Securities and expiration of rights) relating to Securities held
pursuant to this Agreement which are actually received by the Custodian, such
proxies and other similar materials to be executed by the registered owner (if
Securities are registered otherwise than in the name of a Fund), but without
indicating the manner in which proxies or consents are to be voted.

6. Upon receipt of a Certificate and not otherwise, the Custodian, directly
or through the use of a Foreign Sub-Custodian, shall:

(a) execute and deliver to such persons as may be designated in such
Certificate proxies, consents, authorizations, and any other instruments whereby
the authority of the Trust as owner of any Securities held by the Custodian
hereunder for such Fund may be exercised;

(b) deliver any Securities held by the Custodian hereunder for the Trust
on behalf of a Fund specified in such Certificate in exchange for other
Securities or cash issued or paid in connection with the liquidation,
reorganization, refinancing, merger, consolidation or recapitalization of any
corporation, or the exercise of any conversion privilege and receive and hold
hereunder specifically allocated to the Trust on behalf of such Fund any cash or
other Securities received in exchange;

(c) deliver any Securities held by the Custodian hereunder for the Trust
on behalf of the Fund specified in such Certificate to any protective committee,
reorganization committee or other person in connection with the reorganization,
refinancing, merger, consolidation, recapitalization or sale of assets of any
corporation, and receive and hold hereunder specifically allocated to such Fund
such certificates of deposit, interim receipts or other instruments or documents
as may be issued to it to evidence such delivery;

(d) make such transfers or exchanges of the assets of the Trust on
behalf of a Fund specified in such Certificate, and take such other steps as
shall be stated in such Certificate to be for the purpose of effectuating any
duly authorized plan of liquidation, reorganization, merger, consolidation or
recapitalization of the Fund; and

-5-

<PAGE>

(e) present for payment and collect the amount payable upon Securities
not described in preceding paragraph 5(b) of this Article which may be called as
specified in the Certificate.

ARTICLE IV.

PURCHASE AND SALE OF SECURITIES

1. Promptly after each purchase of Securities by the Trust on behalf of a
Fund, the Primary Custodian shall deliver to the Custodian (i) with respect to
each purchase of Securities which are not normally required to be settled on the
same day as such purchase, a Certificate, and (ii) with respect to each other
purchase of Securities, a Certificate or Oral Instructions, specifying with
respect to each such purchase: (a) the Fund to which such Securities are to be
specifically allocated; (b) the name of the issuer and the title of the
Securities; (c) the number of shares or the principal amount purchased and
accrued interest, if any; (d) the date of purchase and settlement; (e) the
purchase price per unit; (f) the total amount payable upon such purchase; (g)
the name of the person from whom or the broker through whom the purchase was
made, and the name of the clearing broker, if any; and (h) the name of the
broker to whom payment is to be made. The Custodian shall, upon receipt of
Securities purchased by or for such Fund, pay to the broker specified in the
Certificate out of the money held for the account of such Fund the total amount
payable upon such purchase, provided that the same conforms to the total amount
payable as set forth in such Certificate or Oral Instructions.

2. Promptly after each sale of Securities by the Trust on behalf of a Fund,
the Primary Custodian shall deliver to the Custodian (i) with respect to each
sale of Securities which are not normally required to be settled on the same day
as such sale, a Certificate, and (ii) with respect to each other sale of
Securities, a Certificate or Oral Instructions, in either case, specifying with
respect to each such sale: (a) the Fund to which such Securities were
specifically allocated; (b) the name of the issuer and the title of the
Security; (c) the number of shares or principal amount sold, and accrued
interest, if any; (d) the date of sale; (e) the sale price per unit; (f) the
total amount payable to the Fund upon such sale; (g) the name of the broker
through whom or the person to whom the sale was made, and the name of the
clearing broker, if any; and (h) the name of the broker to whom the Securities
are to be delivered. The Custodian shall deliver the Securities specifically
allocated to such Fund to the broker specified in the Certificate against
payment of the total amount payable to the Fund upon such sale, provided that
the same conforms to the total amount payable as set forth in such Certificate
or Oral Instructions.

-6-

<PAGE>

ARTICLE V.

LOAN OF PORTFOLIO SECURITIES OF THE FUND

1. Promptly after each loan of portfolio Securities specifically allocated
to a Fund held by the Custodian or a Foreign Sub-Custodian hereunder, the
Primary Custodian shall deliver or cause to be delivered to the Custodian a
Certificate specifying with respect to each such loan: (a) the Fund to which the
loaned Securities are specifically allocated; (b) the name of the issuer and the
title of the Securities, (c) the number of shares or the principal amount
loaned, (d) the date of loan and delivery, (e) the total amount to be delivered
to the Custodian or the Foreign Sub-Custodian against the loan of the
Securities, including the amount of cash collateral and the premium, if any,
separately identified, and (f) the name of the broker, dealer, or financial
institution to which the loan was made. The Custodian shall deliver the
Securities thus designated to the broker, dealer or financial institution to
which the loan was made upon receipt of the total amount designated as to be
delivered against the loan of Securities.

2. Promptly after each termination of the loan of Securities by a Fund, the
Primary Custodian shall deliver or cause to be delivered to the Custodian a
Certificate specifying with respect to each such loan termination and return of
Securities: (a) the Fund which the loaned Securities are specifically allocated;
(b) the name of the issuer and the title of the Securities to be returned, (c)
the number of shares or the principal amount to be returned, (d) the date of
termination, (e) the total amount to be delivered by the Custodian or the
Foreign Sub-Custodian (including the cash collateral for such Securities minus
any offsetting credits as described in said Certificate), and (f) the name of
the broker, dealer, or financial institution from which the Securities will be
returned. The Custodian or the Foreign Sub-Custodian shall receive all
Securities returned from the broker, dealer, or financial institution to which
such Securities were loaned and upon receipt thereof shall pay, out of the money
held for the account of such Fund, the total amount payable upon such return of
Securities as set forth in the Certificate.

ARTICLE VI.

OVERDRAFTS OR INDEBTEDNESS

1. If the Custodian should in its sole discretion advance funds on behalf
of the Trust with respect to any Fund which results in an overdraft because the
money held by the Custodian in the separate account for such Fund shall be
insufficient to pay the total amount payable upon a purchase of Securities
specifically allocated to such Fund, as set forth in a Certificate or Oral
Instructions, or which results in an overdraft in the separate account of such
Fund for some other reason, or if a Fund and/or the Primary Custodian is for any
other reason indebted to the Custodian, including any indebtedness to The Bank
of New York under the Fund's Cash Management and Related Services Agreement
(except a borrowing for investment or for temporary or emergency purposes using
Securities as collateral pursuant to a separate agreement and subject to the
provisions of paragraph 2 of this Article), such overdraft or indebtedness shall
be deemed to be a loan made by the Custodian to such Fund and/or the Primary
Custodian payable

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<PAGE>

on demand and shall bear interest from the date incurred at a rate per annum
(based on a 360-day year for the actual number of days involved) equal to 1/2%
over Custodian's prime commercial lending rate in effect from time to time, such
rate to be adjusted on the effective date of any change in such prime commercial
lending rate but in no event to be less than 6% per annum. In order to secure
repayment of an advance of funds made in connection with a purchase of
Securities the Custodian shall have a purchase money security interest in, and a
security entitlement with respect to, all of the Primary Custodian's, the
Trust's and each Fund's right, title and interest in and to the Securities
acquired with such advance (including proceeds thereof). The Custodian shall
with respect to such purchase money security interest be entitled to all the
rights and remedies of a pledgee and secured creditor under applicable laws,
rules or regulations as then in effect. The Custodian, in its sole discretion,
at any time to charge any such overdraft or indebtedness together with interest
due thereon against any balance of account standing to such Fund's and/or the
Primary Custodian's credit on the Custodian's books.

2. The Primary Custodian will cause to be delivered to the Custodian by any
bank (including, if the borrowing is pursuant to a separate agreement, the
Custodian) from which it borrows money for investment or for temporary or
emergency purposes using Securities held by the Custodian hereunder as
collateral for such borrowings, a notice or undertaking in the form currently
employed by any such bank setting forth the amount which such bank will loan to
such Fund against delivery of a stated amount of collateral. The Primary
Custodian shall promptly deliver to the Custodian a Certificate specifying with
respect to each such borrowing: (a) the Fund to which such borrowing relates;
(b) the name of the bank, (c) the amount and terms of the borrowing, which may
be set forth by incorporating by reference an attached promissory note, duly
endorsed by such Fund, or other loan agreement, (d) the time and date, if known,
on which the loan is to be entered into, (e) the date on which the loan becomes
due and payable, (f) the total amount payable to such Fund on the borrowing
date, (g) the market value of Securities to be delivered as collateral for such
loan, including the name of the issuer, the title and the number of shares or
the principal amount of any particular Securities, and (h) a statement
specifying whether such loan is for investment purposes or for temporary or
emergency purposes and that such loan is in conformance with the 1940 Act and
such Fund's registration statement. The Custodian shall deliver on the borrowing
date specified in a Certificate the specified collateral and the executed
promissory note, if any, against delivery by the lending bank of the total
amount of the loan payable, provided that the same conforms to the total amount
payable as set forth in the Certificate. The Custodian may, at the option of the
lending bank, keep such collateral in its possession, but such collateral shall
be subject to all rights therein given the lending bank by virtue of any
promissory note or loan agreement. The Custodian shall deliver such Securities
as additional collateral as may be specified in a Certificate to collateralize
further any transaction described in this paragraph. The Primary Custodian shall
cause all Securities released from collateral status to be returned directly to
the Custodian, and the Custodian shall receive from time to time such return of
collateral as may be tendered to it. In the event that a Certificate fails to
specify the Fund, the name of the issuer, the title and

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<PAGE>

number of shares or the principal amount of any particular Securities to be
delivered as collateral by the Custodian, the Custodian shall not be under any
obligation to deliver any Securities.

ARTICLE VII.

INSTRUCTIONS

1. With respect to any software provided by the Custodian to the Primary
Custodian in order to transmit Instructions to the Custodian (the "Software"),
the Custodian grants to the Primary Custodian personal, nontransferable and
nonexclusive license to use the Software solely for the purpose of transmitting
Instructions to, and receiving communications from, the Custodian in connection
with its account(s). The Primary Custodian shall use the Software solely for
its own internal and proper business purposes, and not in the operation of a
service bureau, and agrees not to sell, reproduce, lease or otherwise provide,
directly or indirectly, the Software or any portion thereof to any third party
without the prior written consent of the Custodian. The Primary Custodian
acknowledges that the Custodian and its suppliers have title and exclusive
proprietary rights to the Software, including any trade secrets or other ideas,
concepts, know how, methodologies, or information incorporated therein and the
exclusive rights to any copyrights, trademarks and patents (including
registrations and applications for registration of either) or statutory or legal
protections available with respect thereof. The Primary Custodian further
acknowledges that all or a part of the Software may be copyrighted or
trademarked (or a registration or claim made therefor) by the Custodian or its
suppliers. The Primary Custodian shall not take any action with respect to the
Software inconsistent with the foregoing acknowledgments, nor shall the Primary
Custodian attempt to decompile, reverse engineer or modify the Software. The
Primary Custodian may not copy, sell, lease or provide, directly or indirectly,
any of the Software or any portion thereof to any other person or entity without
the Custodian's prior written consent. The Primary Custodian may not remove any
statutory copyright notice, or other notice including the software or on any
media containing the Software. The Primary Custodian shall reproduce any such
notice on any reproduction of the Software and shall add statutory copyright
notice or other notice to the Software or media upon the Bank's request.
Custodian agrees to provide reasonable training, instruction manuals and access
to Custodian's "help desk" in connection with the Primary Custodian's user
support necessary to use of the Software. At the Primary Custodian's request,
Custodian agrees to permit reasonable testing of the Software by the Primary
Custodian.

2. The Primary Custodian shall obtain and maintain at its own cost and
expense all equipment and services, including but not limited to communications
services, necessary for it to utilize the Software and transmit Instructions to
the Custodian. The Custodian shall not be responsible for the reliability,
compatibility with

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<PAGE>

the Software or availability of any such equipment or services or the
performance or nonperformance by any nonparty to this Custody Agreement.

3. The Primary Custodian acknowledges that the Software, all data bases
made available to the Primary Custodian by utilizing the Software (other than
data bases relating solely to the assets of the Primary Custodian and
transactions with respect thereto), and any proprietary data, processes,
information and documentation (other than which are or become part of the public
domain or are legally required to be made available to the public)
(collectively, the "Information"), are the exclusive and confidential property
of the Custodian. The Primary Custodian shall keep the Information confidential
by using the same care and discretion that the Primary Custodian uses with
respect to its own confidential property and trade secrets and shall neither
make nor permit any disclosure without the prior written consent of the
Custodian. Upon termination of this Agreement or the Software license granted
hereunder for any reason, the Primary Custodian shall return to the Custodian
all copies of the Information which are in its possession or under its control
or which the Primary Custodian distributed to third parties. The provisions of
this Article shall not affect the copyright status of any of the Information
which may be copyrighted and shall apply to all Information whether or not
copyrighted.

4. The Custodian reserves the right to modify, at its own expense, the
Software from time to time without prior notice and the Primary Custodian shall
install new releases of the Software as the Custodian may direct. The Primary
Custodian agrees not to modify or attempt to modify the Software without the
Custodian's prior written consent. The Primary Custodian acknowledges that any
modifications to the Software, whether by the Primary Custodian or the Custodian
and whether with or without the Custodian's consent, shall become the property
of the Custodian.

5. THE CUSTODIAN AND ITS MANUFACTURERS AND SUPPLIERS MAKE NO WARRANTIES OR
REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SOFTWARE OR THE METHOD(S) BY
WHICH THE PRIMARY CUSTODIAN MAY TRANSMIT INSTRUCTIONS TO THE CUSTODIAN, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. EXPORT RESTRICTIONS. EXPORT OF THE SOFTWARE IS PROHIBITED BY UNITED
STATES LAW. THE PRIMARY CUSTODIAN AGREES THAT IT WILL NOT UNDER ANY
CIRCUMSTANCES RESELL, DIVERT, TRANSFER, TRANSSHIP OR OTHERWISE DISPOSE OF THE
SOFTWARE (IN ANY FORM) IN OR TO ANY OTHER COUNTRY. IF THE CUSTODIAN DELIVERS THE
SOFTWARE TO THE PRIMARY CUSTODIAN OUTSIDE THE UNITED STATES, THE SOFTWARE WAS
EXPORTED FROM THE UNITED STATES IN ACCORDANCE WITH EXPORT ADMINISTRATIVE
REGULATIONS. DIVERSION CONTRARY TO U.S. LAWS PROHIBITED. The Primary Custodian
hereby authorizes

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<PAGE>

Custodian to report its name and address to government agencies to which
Custodian is required to provide such information by law.

7. Where the method for transmitting Instructions by the Primary Custodian
involves an automatic systems acknowledgment by the Custodian of its receipt of
such Instructions, then in the absence of such acknowledgment the Custodian
shall not be liable for any failure to act pursuant to such Instructions, the
Fund may not claim that such Instructions were received by the Custodian, and
the Primary Custodian shall deliver a Certificate by some other means.

8. (a) The Primary Custodian agrees that where it delivers to the Custodian
Instructions hereunder, it shall be the Primary Custodian 's sole responsibility
to ensure that only persons duly authorized by the Fund transmit such
Instructions to the Custodian. The Primary Custodian will cause all persons
transmitting Instructions to the Custodian to treat applicable user and
authorization codes, passwords and authentication keys with extreme care, and
irrevocably authorizes the Custodian to act in accordance with and rely upon
Instructions received by it pursuant hereto.

(b) The Primary Custodian hereby represents, acknowledges and agrees
that it is fully informed of the protections and risks associated with the
various methods of transmitting Instructions to the Custodian and that there may
be more secure methods of transmitting instructions to the Custodian than the
method(s) selected by the Primary Custodian. The Primary Custodian hereby
agrees that the security procedures (if any) to be followed in connection with
the Primary Custodian's transmission of Instructions provide to it a
commercially reasonable degree of protection in light of its particular needs
and circumstances.

9. The Primary Custodian covenants to the Custodian that its transmission
of Instructions pursuant hereto shall at all times comply with the 1940 Act, and
that the Primary Custodian shall establish access codes and grant use of such
access codes only to Authorized Persons as defined in this Custody Agreement,
shall establish internal safekeeping procedures to safeguard and protect the
confidentiality and availability of user and access codes, passwords and
authentication keys, and shall use Instructions only in a manner that does not
contravene the 1940 Act.

10. The Primary Custodian shall notify the Custodian of any errors,
omissions or interruptions in, or delay or unavailability of, its ability to
send Instructions as promptly as practicable, and in any event within 24 hours
after the earliest of (i) discovery thereof, (ii) the business day on which
discovery should have occurred through the exercise of reasonable care and (iii)
in the case of any error, the date of actual receipt of the earliest notice
which reflects such error, it being agreed that discovery and receipt of notice
may only occur on a business day. The Custodian shall promptly advise the
Primary Custodian whenever the Custodian learns of any errors, omissions or
interruption

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<PAGE>

in, or delay or unavailability of, the Primary Custodian's ability to send, or
the Custodian's ability to receive, Instructions.

11. Custodian will indemnify and hold harmless the Primary Custodian with
respect to any liability, damages, loss or claim incurred by or brought against
Primary Custodian or the Trust by reason any claim or infringement against any
patent, copyright, license or other property right arising out or by reason of
the Primary Custodian's use of the Software in the form provided under this
Section. Custodian at its own expense will defend such action or claim brought
against the Primary Custodian or the Trust to the extent that it is based on a
claim that the Software in the form provided by Custodian infringes any patents,
copyrights, license or other property right, provided that Custodian is provided
with reasonable written notice of such claim, provided that the Primary
Custodian has not settled, compromised or confessed any such claim without the
Custodian's written consent, in which event Custodian shall have no liability or
obligation hereunder, and provided the Primary Custodian reasonably cooperates
with and assists Custodian in the defense of such claim. Custodian shall have
the right to control the defense of all such claims, lawsuits and other
proceedings. If, as a result of any claim of infringement against any patent,
copyright, license or other property right, the Primary Custodian or the
Custodian is enjoined from using the Software, or if Custodian believes that the
System is likely to become the subject of a claim of infringement, Custodian at
its option may in its sole discretion either (a) at its expenses procure the
right for the Primary Custodian to continue to use the Software, or (b), replace
or modify the Software so as to make it non-infringing, or (c) discontinue the
license granted herein upon written notice to the Primary Custodian.

ARTICLE VIII.

DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY
OF ANY SERIES HELD OUTSIDE OF THE UNITED STATES

1. Subject to paragraph 2 of this Article, the Custodian is authorized to
employ, as sub-custodian for each Fund's Securities and other assets, (a) the
foreign branches of banks described in Section 17(f)(1) of the 1940 Act, (b) the
foreign banking institutions, and (c) the foreign securities depositories and
clearing agencies, as the same are from time to time designated on Schedule I
hereto (each a "Foreign Sub-Custodian"). From time to time entities may,
subject to paragraph 2 of this Article, be added to Schedule I upon the
agreement of the Custodian and the Primary Custodian, and the Custodian may from
time to time delete from Schedule I any Foreign Sub-Custodian which ceases to
have any agreement with the Custodian, provided that the Custodian shall give
prompt written notice of any such deletion to the Primary Custodian . Upon
receipt of a Certificate, the Custodian shall cease the employment of any one or
more Foreign Sub-Custodians for maintaining custody of a Fund's assets and such
Foreign Sub-Custodian shall be deemed deleted from Schedule I.

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<PAGE>

2. Notwithstanding preceding paragraph 1 of this Article, the Custodian
shall utilize a Foreign Sub-Custodian listed on Schedule I hereto as amended
from time to time which is not a bank described in Section 17(f)(1) of the 1940
Act only if the Fund's foreign custody manager with respect to such Foreign Sub-
Custodian has consented to Custodian's use of the same. The Primary Custodian
represents that with respect to each entity listed on the date first above
written in part B of Schedule I hereto, it is the duly appointed foreign custody
manager and it hereby consents. The Primary Custodian shall cause the Trust and
a Fund to provide to the Custodian from any foreign custody manager other than
Fifth Third Bank or The Bank of New York such documents and certifications as
the Custodian may reasonably request from time to time in connection with any
addition to Schedule I.

3. At the election of the Primary Custodian, it shall, to the extent
permitted by applicable law and the terms of Custodian's agreement with the
Foreign Sub-Custodian, be entitled to be subrogated to, or to be an assignee of,
the rights of the Custodian with respect to any claims against a Foreign Sub-
Custodian as a consequence of any loss, damage, cost, expense, liability or
claim sustained or incurred by a Fund if and to the extent that such Fund has
not been made whole for any such loss, damage, cost, expense, liability or
claim.

4. The Custodian will, consistent with the terms of the applicable Foreign
Sub-Custodian agreement, use reasonable efforts to arrange for the independent
accountants of a Fund to be afforded access to the books and records of any
Foreign Sub-Custodian insofar as such books and records relate to the
performance of such Foreign Sub-Custodian under its agreement with the Custodian
on behalf of such Fund.

5. The Custodian represents and warrants, and each transaction that the
Custodian effectuates pursuant to this Agreement involving the use of a Foreign
Sub-Custodian shall constitute a representation and warranty by the Custodian,
that the Securities and other assets of the Trust held by each Foreign Sub-
Custodian are held on terms at least as favorable as the terms on which the
Securities and other assets of the Custodian and each other client of the
Custodian (other than certain clients for which the Foreign Sub-Custodian
maintains separate accounts) are held by such Foreign Sub-Custodian, except to
the extent that the Custodian may have rights and remedies for which neither the
Primary Custodian, the Trust, nor a Fund is entitled to subrogation or
assignment as described in paragraph 3 of this Article.

6. The Custodian will supply to the Primary Custodian from time to time, as
mutually agreed upon, statements in respect of the securities and other assets
of each Fund held by Foreign Sub-Custodians, including but not limited to an
identification of entities having possession of each Fund's Foreign Securities
and other assets, and advices or notifications of any transfers of Foreign
Securities to or from each custodial account maintained by a Foreign Sub-
Custodian for the Custodian on behalf of a Fund.

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<PAGE>

7. The Custodian shall transmit promptly to the Primary Custodian all
notices, reports or other written information received pertaining to the Fund's
Foreign Securities, including without limitation, notices of corporate action,
proxies and proxy solicitation materials.

8. Notwithstanding any provision of this Agreement to the contrary,
settlement and payment for securities received for the account of any Fund and
delivery of securities maintained for the account of any Fund may be effected in
accordance with the customary or established securities trading or securities
processing practices and procedures in the jurisdiction or market in which the
transaction occurs, including, without limitation, delivery of securities to the
purchaser thereof or to a dealer therefor (or an agent for such purchaser or
dealer) against a receipt with the expectation of receiving later payment for
such securities from such purchaser or dealer.

9. Notwithstanding any other provision in this Agreement to the contrary,
with respect to any losses or damages arising out of or relating to any actions
or omissions of any Foreign Sub-Custodian, the sole responsibility and liability
of the Custodian shall be to take appropriate action, at the Primary Custodian's
expense and with the Primary Custodian's consent to recover such loss or damage
from the Foreign Sub-Custodian. It is expressly understood and agreed that the
Custodian's sole responsibility and liability shall be limited to amounts so
recovered from the Foreign Sub-Custodian.

ARTICLE IX.

FX TRANSACTIONS

1. Whenever the Trust on behalf of a Fund shall enter into an FX
Transaction, the Primary Custodian shall promptly deliver to the Custodian a
Certificate or Oral Instructions specifying with respect to such FX Transaction:
(a) the Fund to which such FX Transaction is specifically allocated; (b) the
type and amount of Currency to be purchased by such Fund; (c) the type and
amount of Currency to be sold by the Fund; (d) the date on which the Currency to
be purchased is to be delivered; (e) the date on which the Currency to be sold
is to be delivered; and (f) the name of the person from whom or through whom
such currencies are to be purchased and sold. Unless otherwise instructed by a
Certificate or Oral Instructions, the Custodian shall deliver, or shall instruct
a Foreign Sub-Custodian to deliver, the Currency to be sold on the date on which
such delivery is to be made, as set forth in the Certificate, and shall receive,
or instruct a Foreign Sub-Custodian to receive, the Currency to be purchased on
the date as set forth in the Certificate.

2. Where the Currency to be sold is to be delivered on the same day as the
Currency to be purchased, as specified in the Certificate or Oral Instructions,
the Custodian or a Foreign Sub-Custodian may arrange for such deliveries and
receipts to be

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<PAGE>

made in accordance with the customs prevailing from time to time among brokers
or dealers in Currencies, and such receipt and delivery may not be completed
simultaneously. The Primary Custodian and the Trust assume all responsibility
and liability for all credit risks involved in connection with such receipts and
deliveries, which responsibility and liability shall continue until the Currency
to be received has been received in full.

3. Any FX Transaction effected by the Custodian in connection with this
Agreement may be entered with the Custodian, any office, branch or subsidiary of
The Bank of New York Company, Inc., or any Foreign Sub-Custodian acting as
principal or otherwise through customary banking channels. The Primary
Custodian may issue a standing Certificate with respect to FX Transaction but
the Custodian may establish rules or limitations concerning any foreign exchange
facility made available hereunder. The Primary Custodian and the Trust shall
bear all risks of investing in Securities or holding Currency. Without limiting
the foregoing, the Primary Custodian and each Fund shall bear the risks that
rules or procedures imposed by a Foreign Sub-Custodian or foreign depositories,
exchange controls, asset freezes or other laws, rules, regulations or orders
shall prohibit or impose burdens or costs on the transfer to, by or for the
account of a Fund of Securities or any cash held outside such Fund's
jurisdiction or denominated in Currency other than its home jurisdiction or the
conversion of cash from one Currency into another currency. The Custodian shall
not be obligated to substitute another Currency for a Currency (including a
Currency that is a component of a Composite Currency Unit) whose
transferability, convertibility or availability has been affected by such law,
regulation, rule or procedure. Neither the Custodian nor any Foreign Sub-
Custodian shall be liable to the Primary Custodian or to any Fund for any loss
resulting from any of the foregoing events.

ARTICLE X.

CONCERNING THE CUSTODIAN

1. (a) Except as hereinafter provided, or as provided in Article VIII
neither the Custodian nor its nominee shall be liable for any loss or damage,
including counsel fees, resulting from its action or omission to act or
otherwise, except for any such loss or damage arising out of its own gross
negligence or willful misconduct. In no event shall the Custodian be liable to
the Primary Custodian, the Trust, any Fund, or any other third party for
special, indirect or consequential damages or lost profits or loss of business,
arising under or in connection with this Agreement, even if previously informed
of the possibility of such damages and regardless of the form of action. The
Custodian may, with respect to questions of law arising hereunder, apply for and
obtain the advice and opinion of counsel to the Primary Custodian, or of its own
counsel (provided such counsel is selected with due care by the Custodian) at
the reasonable expense of the

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<PAGE>

Primary Custodian, and shall be fully protected with respect to anything done or
omitted by it in conformity with such advice or opinion.

(b) The Custodian agrees to indemnify the Primary Custodian against, and
save the Primary Custodian harmless from, any direct money damages to the extent
the same are cause by the Custodian's gross negligence or willful misconduct,
and the related reasonable fees and expenses of counsel.

2. Without limiting the generality of the foregoing, the Custodian shall be
under no obligation to inquire into, and shall not be liable for:

(a) the validity of the issue of any Securities purchased, sold, or
written by or for a Fund, the legality of the purchase, sale or writing thereof,
or the propriety of the amount paid or received therefor; provided such
Securities appear authentic on their face;

(b) the legality of the sale or redemption of any Shares, or the
propriety of the amount to be received or paid therefor;

(d) the legality of any borrowing by a Fund using Securities as
collateral;

(e) the legality of any loan of portfolio Securities by a Fund, nor
shall the Custodian be under any duty or obligation to see to it that any cash
collateral delivered to it by a broker, dealer, or financial institution or held
by it at any time as a result of such loan of portfolio Securities of a Fund is
adequate collateral for such Fund against any loss it might sustain as a result
of such loan. The Custodian specifically, but not by way of limitation, shall
not be under any duty or obligation periodically to check or notify any Fund or
the Primary Custodian that the amount of such cash collateral held by it for a
Fund is sufficient collateral for such Fund, but such duty or obligation shall
be the sole responsibility of such Fund. In addition, the Custodian shall be
under no duty or obligation to see that any broker, dealer or financial
institution to which portfolio Securities of a Fund are lent pursuant to Article
V of this Agreement makes payment to it of any dividends or interest which are
payable to or for the account of such Fund during the period of such loan or at
the termination of such loan, provided, however, that the Custodian shall
promptly notify the Primary Custodian in the event that such dividends or
interest are not paid and received when due; or

(f) the authority of the Primary Custodian or any Authorized Person to give
Certificates, Written Instructions or Oral Instructions on behalf of any Fund,
or any Fund's compliance with the 1940 Act.

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<PAGE>

3. The Custodian shall not be liable for, or considered to be the Custodian
of, any money, whether or not represented by any check, draft, or other
instrument for the payment of money, received by it or a Foreign Sub-Custodian
on behalf of a Fund until the Custodian or a Foreign Sub-Custodian actually
receives and collects such money directly or by the final crediting of the
account representing the Fund's interest at the foreign book-entry or securities
depository.

(a) Whenever Securities (including, but not limited to, warrants, options,
conversions, redemptions, tenders, options to tender or non-mandatory puts
or calls) confer optional rights on the Trust, or provide for discretionary
action or alternative courses of action by the Primary Custodian, the
Primary Custodian shall be responsible for making for delivering a
Certificate to the Custodian. In order for the Custodian or a Foreign Sub-
Custodian to act, the Custodian must receive such Certificate at the
Custodian's offices, addressed as the Custodian may from time to time
request, by no later than the deadline specified by the Custodian, in its
sole discretion, from time to time. Absent the Custodian's receipt of such
Certificate prior to its specified deadlines, the Custodian shall not be
liable for failure to take any action relating to or to exercise any rights
conferred by such Securities.

(b) The Custodian shall endeavor to notify the Primary Custodian of such
rights or discretionary actions or of the date or dates by when such rights must
be exercised or such action must be taken provided that Custodian has received,
directly or from a Foreign Sub-Custodian from the issuer, or, from one of the
nationally or internationally recognized bond or corporate action services to
which Custodian subscribes, timely notice of such rights or discretionary
corporate action or of the date or dates such rights must be exercised or such
action must be taken. Absent actual receipt of such notice, Custodian shall have
no liability for failing to so notify the Primary Custodian.

(c) With respect to all Securities, however registered, the voting rights
are to be exercised only by the Primary Custodian or its nominee. Custodian's
only duty shall be to provide the Primary Custodian with access to a provider of
global proxy services (the cost of which will be paid by the Primary Custodian).
Other than to provide access to such provider of global proxy services Custodian
shall have no obligations with respect to voting.

4. The Custodian shall not be under any duty or obligation to take action
to effect collection of any amount if the Securities upon which such amount is
payable are in default, or if payment is refused after due demand or
presentation, unless and until (i) it shall be directed to take such action by a
Certificate and (ii) it shall be assured to its satisfaction of reimbursement of
its costs and expenses in connection with any such action.

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<PAGE>

5. The Custodian shall not be under any duty or obligation (a) to ascertain
whether any Securities at any time delivered to, or held by it or by any Foreign
Sub-Custodian, for the account of the Fund and specifically allocated to a Fund
are such as properly may be held by the Fund or such Series under the provisions
of its then current prospectus, or (b) to ascertain whether any transactions by
the Fund, whether or not involving the Custodian, are such transactions as may
properly be engaged in by the Fund.

6. The Custodian shall be entitled to receive and the Primary Custodian
agrees to pay to the Custodian all out-of-pocket expenses and such compensation
as may be agreed upon from time to time between the Custodian and the Primary
Custodian. The expenses for which the Custodian shall be entitled to
reimbursement hereunder shall include, but are not limited to, the expenses of
sub-custodians and foreign branches of the Custodian incurred in settling
outside of New York City transactions involving the purchase and sale of
Securities of the Fund.

7. The Custodian shall be entitled to rely upon any Certificate, notice or
other instrument in writing received by the Custodian and reasonably believed by
the Custodian to be a Certificate. The Custodian shall be entitled to rely upon
any Oral Instructions actually received by the Custodian hereinabove provided
for. The Primary Custodian agrees to forward to the Custodian a Certificate or
facsimile thereof confirming such Oral Instructions in such manner so that such
Certificate or facsimile thereof is received by the Custodian, whether by hand
delivery, telecopier or other similar device, or otherwise, by the close of
business of the same day that such Oral Instructions are given to the Custodian.
The Primary Custodian agrees that the fact that such confirming instructions are
not received, or that contrary instructions are received, by the Custodian shall
in no way affect the validity of the transactions or enforceability of the
transactions hereby authorized. The Primary Custodian agrees that the Custodian
shall incur no liability to the Fund in acting upon Oral Instructions given to
the Custodian hereunder concerning such transactions provided such instructions
reasonably appear to have been received from an Authorized Person.

8. The books and records pertaining to the Trust which are in the
possession of the Custodian shall be the property of the Trust. Such books and
records shall be prepared and maintained as required by the 1940 Act, as
amended, and other applicable securities laws and rules and regulations. The
Trust or its authorized representatives, shall have access to such books and
records during the Custodian's normal business hours. Upon the reasonable
request of the Trust, copies of any such books and records shall be provided by
the Custodian to the Trust or its authorized representative, and the Primary
Custodian shall reimburse the Custodian its expenses of providing such copies.
Upon reasonable request of the Trust, the Custodian shall provide in hard copy
or on micro-film, whichever the Custodian elects, any records included in any
such delivery which are maintained by the Custodian on a computer disc, or are
similarly maintained,

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<PAGE>

and the Primary Custodian shall reimburse the Custodian for its expenses of
providing such hard copy or micro-film.

9. The Custodian shall provide the Primary Custodian with such reports on
its own systems of internal accounting control as the Primary Custodian may
reasonably request from time to time.

10. The Primary Custodian agrees to indemnify the Custodian against and save
the Custodian harmless from any direct money damages (but not any incidental,
indirect, special, or consequential damages, or any lost profits or loss of
business) howsoever arising or incurred because of or in connection with this
Agreement, and the related reasonable fees and expenses of counsel, except to
the extent the same arise out of the Custodian's own gross negligence or willful
misconduct.

11. Subject to the foregoing provisions of this Agreement, including,
without limitation, those contained in Articles VIII and IX the Custodian may
deliver and receive Securities, and receipts with respect to such Securities,
and arrange for payments to be made and received by the Custodian in accordance
with the customs prevailing from time to time among brokers or dealers in such
Securities. When the Custodian is instructed to deliver Securities against
payment, delivery of such Securities and receipt of payment therefor may not be
completed simultaneously. If the Custodian or any Foreign Sub-Custodian delivers
and receives Securities and receipts therefor, and arranges for payments to be
made or received by Custodian or any Foreign Sub-Custodian in accordance with
customs and practices in the jurisdiction or markets in which the transaction
occurs, the Custodian, shall not have nor assume any responsibility or liability
for any credit risks involved in connection with the Custodian's delivery of
Securities pursuant to Certificates, Written Instructions or Oral Instructions.

12. The Custodian shall have no duties or responsibilities whatsoever except
such duties and responsibilities as are specifically set forth in this
Agreement, and no covenant or obligation shall be implied in this Agreement
against the Custodian.

ARTICLE XI.

TERMINATION

Either of the parties hereto may terminate this Agreement by giving to the
other party a notice in writing specifying the date of such termination, which
shall be not less than ninety (90) days after the date of giving of such notice.
In the event such notice is given by the Primary Custodian, it shall be
accompanied by a Certificate designating a successor custodian or custodians,
each of which shall be a bank or trust company having not less than $2,000,000
aggregate capital, surplus and undivided profits. In the event such notice is
given by the Custodian, the Primary Custodian shall, on or before the
termination date, deliver to the Custodian a Certificate designating a successor
custodian

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<PAGE>

or custodians. In the absence of such designation by the Primary Custodian, the
Custodian may designate the Primary Custodian as successor custodian. Upon the
date set forth in such notice this Agreement shall terminate, and the Custodian
shall upon delivery directly to the successor custodian all Securities and money
then owned by the Funds and held by it as Custodian, after deducting all fees,
expenses and other amounts for the payment or reimbursement of which it shall
then be entitled.

ARTICLE XII.

MISCELLANEOUS

1. Annexed hereto as Appendix A is a Certificate signed by two of the
present Authorized Persons of the Primary Custodian under its seal, setting
forth the names and the signatures of the present Authorized Persons. The
Primary Custodian agrees to furnish to the Custodian a new Certificate in
similar form in the event that any such present Authorized Person ceases to be
an Authorized Person or in the event that other or additional Authorized Persons
are elected or appointed. Until such new Certificate shall be received, the
Custodian shall be fully protected in acting under the provisions of this
Agreement upon Oral Instructions or signatures of the Authorized Persons as set
forth in the last delivered Certificate.

2. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Custodian, shall be sufficiently given if
addressed to the Custodian and mailed or delivered to it at its offices at 90
Washington Street, New York, New York 10286, or at such other place as the
Custodian may from time to time designate in writing.

3. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Primary Custodian shall be sufficiently given
if addressed to the Primary Custodian and mailed or delivered to it at its
office at 38 Fountain Square Plaza, Cincinnati, Ohio 45263, or at such other
place as the Primary Custodian may from time to time designate in writing.

4. This Agreement may not be amended or modified in any manner except by a
written agreement executed by both parties with the same formality as this
Agreement.

5. This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Primary Custodian without the
written consent of the Custodian, or by the Custodian without the written
consent of the Fund, authorized or approved by a resolution of the Fund's Board
of Trustees.

6. This Agreement shall be construed in accordance with the laws of the
State of New York without giving effect to conflict of laws principles thereof.
Each party

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<PAGE>

hereby consents to the jurisdiction of a state or federal court situated in New
York City, New York in connection with any dispute arising hereunder and hereby
waives its right to trial by jury.

7. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.

8. The performance and provisions of this Agreement are intended to benefit
only the Primary Custodian and the Custodian, and no rights shall be granted to
any other person by virtue of this Agreement.

-21-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers, thereunto duly authorized and their
respective seals to be hereunto affixed, as of the day and year first above
written.

FIFTH THIRD BANK

[SEAL] By:_______________________

Attest:

_______________________
THE BANK OF NEW YORK

[SEAL] By:_______________________
Name:
Title:

Attest:

_______________________

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<PAGE>

APPENDIX A

I, , President and I, ,
of FIFTH THIRD BANK do hereby certify that:

The following persons have been duly authorized to execute any Certificate,
instruction, notice or other instrument on behalf of Fifth Third Bank, and the
signatures set forth opposite their respective names are their true and correct
signatures:

Name Position Signature
________________ __________________ ____________________
<PAGE>

APPENDIX B

I, _________________, a Vice President with THE BANK OF NEW YORK do hereby
designate the following publications:

The Bond Buyer
Depository Trust Company Notices
Financial Daily Card Service
JJ Kenney Municipal Bond Service
London Financial Times
New York Times
Standard & Poor's Called Bond Record
Wall Street Journal
<PAGE>

SCHEDULE I

(FUNDS)
<PAGE>

Exhibit g(ii)A

FOREIGN CUSTODY MANAGER AGREEMENT

AGREEMENT made as of _____________ __, 1999, between Fifth Third Funds (the
"Company"), an investment company having the various Series listed on Schedule 1
attached hereto and The Bank of New York ("BNY").

W I T N E S S E T H:

WHEREAS, the Company desires to appoint BNY as a Foreign Custody Manager on
the terms and conditions contained herein;

WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform the
duties set forth herein on the terms and condition contained herein;

NOW THEREFORE, in consideration of the mutual promises hereinafter
contained in this Agreement, the Company and BNY hereby agrees as follows:

ARTICLE I.
DEFINITIONS

Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:

1. "BOARD" shall mean the Board of Trustees of the Company.

2. "ELIGIBLE FOREIGN CUSTODIAN" shall have the meaning provided in the
Rule.

3. "MONITORING SYSTEM" shall mean a system established by BNY to fulfill
the Responsibilities specified in Section 1, clauses (d) and (e), and Section 3
of Article III of this Agreement.

4. "QUALIFIED FOREIGN BANK" shall have the meaning provided in the Rule.

5. "RESPONSIBILITIES" shall mean the responsibilities delegated to BNY as a
Foreign Custody Manager with respect to each Specified Country and each Eligible
Foreign Custodian selected by BNY, as such responsibilities are more fully
described in Article III of this Agreement.

6. "RULE" shall mean Rule 17f-5 under the Investment Company Act of 1940,
as amended from time to time.

7. "SECURITIES DEPOSITORY" shall mean any securities depository or clearing
agency within the meaning of Section (a)(1)(ii) or (a)(1)(iii) of the Rule.
<PAGE>

-2-

8. "SPECIFIED COUNTRY" shall mean each country listed on Schedule 2
attached hereto and each country, other than the United States, constituting the
primary market for a security with respect to which The Bank of New York, as
custodian (the "Custodian") under its Custody Agreement with Fifth Third Bank,
has received a settlement instruction.

ARTICLE II.
BNY AS A FOREIGN CUSTODY MANAGER

1. The Company on behalf of its Board hereby delegates to BNY with respect
to each Specified Country the Responsibilities.

2. BNY accepts such delegation of Responsibilities with respect to each
Specified Country and agrees in performing the Responsibilities as a Foreign
Custody Manager to exercise reasonable care, prudence and diligence such as a
person having responsibility for the safekeeping of the Company's assets would
exercise.

ARTICLE III.
RESPONSIBILITIES

1. Subject to the provisions of this Agreement, BNY shall with respect to
each Specified Country select an Eligible Foreign Custodian. In connection
therewith, BNY shall: (a) determine that assets of the Company held by such
Eligible Foreign Custodian will be subject to reasonable care, based on the
standards applicable to custodians in the relevant market in which such Eligible
Foreign Custodian operates, after considering all factors relevant to the
safekeeping of such assets, including, without limitation, those contained in
paragraph (c)(1) of the Rule; (b) determine that the Company's foreign custody
arrangements with each Qualified Foreign Bank are governed by a written contract
with the Custodian (or, in the case of a Securities Depository, by such a
contract, by the rules or established practices or procedures of the Securities
Depository, or by any combination of the foregoing) which will provide
reasonable care for the Company's assets based on the standards specified in
paragraph (c)(1) of the Rule; (c) determine that each contract with a Qualified
Foreign Bank shall include the provisions specified in paragraph (c)(2)(i)(A)
through (F) of the Rule or, alternatively, in lieu of any or all of such
(c)(2)(i)(A) through (F) provisions, such other provisions as BNY reasonably
determines will provide, in their entirety, the same or a greater level of care
and protection for the assets of the Company as such specified provisions in
their entirety; (d) monitor the appropriateness of maintaining the assets of the
Company with a particular Eligible Foreign Custodian pursuant to paragraph
(c)(1) of the Rule and in the case of a Qualified Foreign Bank, any material
change in the contract governing such arrangement and in the case of a
Securities Depository, any material change in the established practices or
procedures of such Securities Depository; and (e) advise the Company whenever an
arrangement (including, in the case of a Qualified Foreign Bank, any material
change in the contract governing such arrangement and in the case of a
Securities Depository, any material change in the established practices or
procedures of such Securities Depository) described in preceding clause (d) no
longer meets the requirements of the Rule. Anything in this Agreement to the
contrary notwithstanding, BNY shall in no event be deemed to have selected any
Securities Depository the use of which is mandatory by law or regulation or
<PAGE>

-3-

because securities cannot be withdrawn from such Securities Depository, or
because maintaining securities outside the Securities Depository is not
consistent with prevailing custodial practices in the relevant market (each, a
"Compulsory Depository"); it being understood however, that for each Compulsory
Depository utilized or intended to be utilized by the Company, BNY shall provide
the Company from time to time with information addressing the factors set forth
in Section (c)(1) of the Rule and BNY's opinions with respect thereto so that
the Company may determine the appropriateness of placing Company assets therein.

2. (a) For purposes of Clauses (a) and (b) of preceding Section 1 of this
Article, with respect to Securities Depositories, it is understood that such
determination shall be made on the basis of, and limited by, publicly available
information with respect to each such Securities Depository.

(b) For purposes of clause (d) of preceding Section 1 of this Article,
BNY's determination of appropriateness shall not include, nor be deemed to
include, any evaluation of Country Risks associated with investment in a
particular country. For purposes hereof, "Country Risks" shall mean systemic
risks of holding assets in a particular country including, but not limited to,
(a) the use of Compulsory Depositories, (b) such country's financial
infrastructure, (c) such country's prevailing custody and settlement practices,
(d) nationalization, expropriation or other governmental actions, (e) regulation
of the banking or securities industry, (f) currency controls, restrictions,
devaluations or fluctuations, and (g) market conditions which affect the orderly
execution of securities transactions or affect the value of securities.

3. BNY shall provide to the Board at such times as the Board deems
reasonable and appropriate based on the circumstances of the relevant foreign
custody arrangements written reports notifying the Board of the placement of
assets of the Company with a particular Eligible Foreign Custodian within a
Specified Country and of any material change in the arrangements (including, in
the case of Qualified Foreign Banks, any material change in any contract
governing such arrangements and in the case of Securities Depositories, any
material change in the established practices or procedures of such Securities
Depositories) with respect to assets of the Company with any such Eligible
Foreign Custodian.

ARTICLE IV.
REPRESENTATIONS

1. The Company hereby represents that: (a) this Agreement has been duly
authorized, executed and delivered by the Company, constitutes a valid and
legally binding obligation of the Company enforceable in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy
laws, any other similar laws affecting the rights of creditors generally and by
equitable principles, and except to the extent that the enforceability of
indemnification provisions may be limited by public policy limitations, and no
statute, regulation, rule, order, judgment or contract binding on the Company
prohibits the Company's execution or performance of this Agreement; (b) this
Agreement has been approved and ratified by the Board at a meeting duly called
and at which a quorum was at all times present; and (c) the Board or its
investment advisor or investment subadvisor has considered the Country Risks
associated with
<PAGE>

-4-

investment in each Specified Country and will have considered such risks prior
to any settlement instructions being given to the Custodian with respect to any
other Specified Country.

2. BNY hereby represents that: (a) BNY is duly organized and existing under
the laws of the State of New York, with full power to carry on its businesses as
now conducted, and to enter into this Agreement and to perform its obligations
hereunder; (b) this Agreement has been duly authorized, executed and delivered
by BNY, constitutes a valid and legally binding obligation of BNY enforceable in
accordance with its terms, and no statute, regulation, rule, order, judgment or
contract binding on BNY prohibits BNY's execution or performance of this
Agreement; (c) BNY has established the Monitoring System; and (d) BNY is a "U.S.
Bank" within the meaning of Section (a)(7) of the Rule.

ARTICLE V.
CONCERNING BNY

1. BNY shall not be liable for any costs, expenses, damages, liabilities or
claims, including attorneys' and accountants' fees, sustained or incurred by, or
asserted against, the Company except to the extent the same arises out of the
failure of BNY to exercise the care, prudence and diligence required by Section
2 of Article II hereof. In no event shall BNY be liable to the Company, the
Board, or any third party for special, indirect or consequential damages, or for
lost profits or loss of business, arising in connection with this Agreement.

2. The Company shall indemnify BNY and hold it harmless from and against
any and all costs, expenses, damages, liabilities or claims, including
attorneys' and accountants' fees, sustained or incurred by, or asserted against,
BNY by reason or as a result of any action or inaction, or arising out of BNY's
performance hereunder, provided that the Company need not indemnify BNY to the
extent any such costs, expenses, damages, liabilities or claims arises out of
BNY's failure to exercise the reasonable care, prudence and diligence required
by Section 2 of Article II hereof.

3. For its services hereunder, the Company agrees to pay to BNY such
compensation and out-of-pocket expenses as shall be mutually agreed.

4. BNY shall have only such duties as are expressly set forth herein. In no
event shall BNY be liable for any Country Risks associated with investments in a
particular country.

ARTICLE VI.
MISCELLANEOUS

1. This Agreement constitutes the entire agreement between the Company and
BNY, and no provision in the Custody Agreement between Fifth Third Bank and the
Custodian shall affect the duties and obligations of BNY hereunder, or limit or
impair the rights of the Company nor shall any provision in this Agreement
affect the duties or obligations of the Custodian under said Custody Agreement,
or limit or impair the rights of the Company.
<PAGE>

-5-

2. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to BNY, shall be sufficiently given if received by it
at its offices at 90 Washington Street, New York, New York 10286, or at such
other place as BNY may from time to time designate in writing.

3. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Company shall be sufficiently given if
received by it at its offices at c/o Fifth Third Bank, 38 Fountain Square Plaza,
Cincinnati, Ohio 45263 or at such other place as the Company may from time to
time designate in writing.

4. In case any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
thereby. This Agreement may not be amended or modified in any manner except by a
written agreement executed by the Company and BNY. This Agreement shall extend
to and shall be binding upon the parties hereto, and their respective successors
and assigns; provided however, that this Agreement shall not be assignable by
the Company or BNY without the written consent of BNY or the Company.

5. This Agreement shall be construed in accordance with the substantive
laws of the State of New York, without regard to conflicts of laws principles
thereof. The Company and BNY each hereby consents to the jurisdiction of a state
or federal court situated in New York City, New York in connection with any
dispute arising hereunder. The Company hereby irrevocably waives, to the fullest
extent permitted by applicable law, any objection which it may now or hereafter
have to the laying of venue of any such proceeding brought in such a court and
any claim that such proceeding brought in such a court has been brought in an
inconvenient forum. The Company and BNY each hereby irrevocably waives any and
all rights to trial by jury in any legal proceeding arising out of or relating
to this Agreement.

6. The parties hereto agree that in performing hereunder, BNY is acting
solely on behalf of the Company and no contractual or service relationship shall
be deemed to be established hereby between BNY and any other person.

7. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.

8. This Agreement shall terminate with respect to the Company
simultaneously with the termination of the Custody Agreement between The Bank of
New York and Fifth Third Bank, and may otherwise be terminated by the Company or
BNY upon not less than thirty (30) days prior written notice.

9. It is expressly agreed that the obligations of the Company hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Company personally but shall bind only the trust
property of the Company as provided in the Company's Agreement and Declaration
of Trust dated September 15, 1988, as from time to time amended. The execution
and delivery of this Agreement have been authorized by the Trustees of
<PAGE>

-6-

the Company and this Agreement has been signed and delivered by an authorized
officer of the Company, acting as such, and neither such authorization by the
Trustees nor such execution and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any liability on any of them
personally, but shall bind only the trust property of the Company as provided in
the above-mentioned Agreement and Declaration of Trust.
<PAGE>

IN WITNESS WHEREOF, the Company and BNY has caused this Agreement to be
executed by their respective officers, thereunto duly authorized, as of the date
first above written.

________________________________
FIFTH THIRD FUNDS

THE BANK OF NEW YORK

By: _____________________________

Title:
<PAGE>

SCHEDULE 1

Name of Fund
- ------------
<PAGE>

SCHEDULE 2

Specified Countries
<PAGE>

Exhibit g(ii)(B)

[EXECUTION VERSION]

May 25, 1999
Fifth Third Funds
c/o BISYS Fund Services LLP
3435 Stelzer Road
Columbus, Ohio 43219-3035

Ladies and Gentlemen:

This letter is to acknowledge that, in accordance with the requirements of
Rule 17f-5 under the Investment Company Act of 1940, as amended, we agree to
serve as the "Foreign Custody Manager" (as defined in Rule 17f-5) of the Board
of Trustees of Fifth Third Funds (the "Trust") with respect to the separate
series thereof (the "Funds"), and to perform the responsibilities set forth in
paragraphs (c)(1), (c)(2) and (c)(3) of Rule 17f-5 (the "Delegated
Responsibilities") for the Board with respect to each "Compulsory Depository."
For the purposes of this letter, "Compulsory Depository means any securities
depository or clearing agency within the meaning of Section (a)(1)(ii) or
(a)(1)(iii) of Rule 17f-5, the use of which is mandatory by law or regulation or
because securities cannot be withdrawn from such a securities depository or
clearing agency or because maintaining securities outside such securities
depository or clearing agency is not consistent with prevailing custodial
practices in the relevant market. In performing the Delegated Responsibilities,
we agree to exercise reasonable care, prudence and diligence such as a person
having responsibility for the safe keeping of assets of the Funds would
exercise. We also agree to provide information to the Board notifying it of the
placement of Fund assets with a particular Compulsory Depository and of any
material change in the Funds' arrangements therewith, at such times as the Board
deems reasonable and appropriate based on the circumstances of the Funds'
foreign custody arrangements.

Sincerely,

FIFTH THIRD BANK

By: _________________________________
Its:_________________________________
Acknowledged By:

FIFTH THIRD FUNDS

By:_________________________
Its:_________________________