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As filed with the Securities and Exchange Commission on
November 17, 2000
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Registration No. 333-42228
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] PRE-EFFECTIVE AMENDMENT NO._________
[X] POST-EFFECTIVE AMENDMENT NO. 1
-------
(Check appropriate box or boxes)
Fifth Third Funds
(Exact Name of Registrant as Specified in Charter)
1-888-799-5353
(Area Code and Telephone Number)
3435 Stelzer Road
Columbus, OH 43219
(Address of Principal Executive Offices)
_______________
ALAN G. PRIEST, ESQUIRE
Ropes & Gray
One Franklin Square
1301 K Street, N.W., Suite 800 East
Washington, D.C. 20005
(Name and address of Agent for Service)
_______________
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Explanatory Note
This Post-Effective Amendment No. 1 to the N-14 Registration Statement
of Fifth Third Funds incorporates Parts A and B of the Registration Statement in
their entirety by reference to the Trust's filing pursuant to Rule 497(c) on
August 25, 2000. This Amendment is being filed to add the final tax opinion to
Part C of the Registration Statement and to make certain other non-material
changes.
PART C. OTHER INFORMATION
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Item 15. Indemnification
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The information required by this item is incorporated by reference to
Item 25 of Post-Effective Amendment No. 7 (filed September 27, 1991) to
Registrant's Registration Statement on Form N-1A (File No. 33-24848) under the
Securities Act of 1933 and the Investment Company Act of 1940 (File No. 811-
5669).
Item 16. Exhibits
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(1) (a) Declaration of Trust, including Amendment to Post-
Effective Amendment No. 15 on Form No. 1 through 7
(incorporated by reference N-1A filed February 28,
1995).
(1) (b) 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).
(1) (c) Amendment No. 9 to the Declaration of Trust Post-
Effective Amendment No. 18 on Form N-1A (incorporated
by reference to Registrant's filed on or about
October 1, 1996).
(1) (d) 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).
(1) (e) 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).
(1) (f) 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).
(1) (g) 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).
(1) (h) Amendment No. 14 to the Declaration of Trust
(incorporated by reference to Registrant's Post-
Effective Amendment No. 29 on Form N-1A filed on or
about October 1, 1999).
(1) (i) Amendment No. 15 to the Declaration of Trust
(incorporated by reference to Registrant's Post-
Effective Amendment No. 31 on Form N-1A filed on or
about March 15, 2000).
(1) (j) Amendment No. 16 to the Declaration of Trust
(incorporated by reference to Registrant's Post-
Effective Amendment No. 33 on Form N-1A filed on June
14, 2000).
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(2) (a) By-Laws of the Registrant (incorporated by reference
to Registrant's Post-Effective Amendment No. 15 on
Form N-1A filed February 28, 1995).
(3) Not Applicable.
(4) Plan of Reorganization (incorporated by reference to,
and filed as Appendix A to Part A to, Registrant's
Registration Statement on Form N-14 filed July 25,
2000).
(5) (a) Rights of Shareholders
----------------------
The following portions of Registrant's Declaration of
Trust and the Bylaws incorporated as Exhibit (a)
hereto, define the rights of shareholders:
ARTICLE III
BENEFICIAL INTEREST
Section 1. Shares of Beneficial Interest.
The beneficial interest in the Trust shall at all times be divided into
transferable Shares, without par value. Subject to the provisions of Section 5
of this Article III, each Share shall have voting rights as provided in Article
VIII hereof, and holders of the Shares of any Series shall be entitled to
receive dividends, when and as declared with respect thereto in the manner
provided in Article X, Section 1 hereof. The Shares of any Series may be issued
in two or more Classes, as the Trustees may authorize pursuant to Article XII,
Section 8 hereof. Unless the Trustees have authorized the issuance of Shares of
a Series in two or more Classes, each Share of a Series shall represent an equal
proportionate interest in the assets and liabilities of the Series with each
other Share of the same Series, none having priority or preference over another.
If the Trustees have authorized the issuance of Shares of a Series in two or
more Classes, then the Classes may have such variations as to dividend,
redemption, and voting rights, net asset values, expenses borne by the Classes,
and other matters as the Trustees have authorized provided that each Share of a
Class shall represent an equal proportionate interest in the assets and
liabilities of the Class with each other Share of the same Class, none having
priority or preference over another. The number of Shares authorized shall be
unlimited. The Trustees may from time to time divide or combine the Shares of
any Series or Class into a greater or lesser number without thereby changing the
proportionate beneficial interests in the Series or Class.
Section 4. No Pre-emptive Rights.
Shareholders shall have no pre-emptive or other right to
subscribe to any additional Shares or other securities issued by
the Trust.
Fifth Third Balanced Fund:
Investment A Shares;
Investment B Shares;
Investment C Shares;
Institutional Shares;
Fifth Third Bond Fund for Income;
Investment A Shares;
Investment B Shares;
Investment C Shares;
Institutional Shares;
Fifth Third Cardinal Fund;
Investment A Shares;
Investment B Shares;
Investment C Shares;
Institutional Shares;
Fifth Third Prime Money Market Fund;
Investment A Shares;
Investment B Shares;
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Institutional Shares;
Fifth Third Equity Income Fund;
Investment A Shares;
Investment B Shares;
Institutional Shares;
Fifth Third Government Money Market Fund;
Investment A Shares;
Institutional Shares;
Fifth Third International Equity Fund;
Investment A Shares;
Investment B Shares;
Investment C Shares;
Institutional Shares;
Fifth Third Mid Cap Fund;
Investment A Shares;
Investment B Shares;
Investment C Shares;
Institutional Shares;
Fifth Third Municipal Bond Fund;
Investment A Shares;
Investment B Shares;
Investment C Shares;
Institutional Shares;
Fifth Third Ohio Tax Free Bond Fund;
Investment A Shares;
Investment B Shares;
Investment C Shares;
Institutional Shares;
Fifth Third Pinnacle Fund
Investment A Shares;
Investment B Shares;
Investment C Shares;
Institutional Shares;
Fifth Third Quality Bond Fund;
Investment A Shares;
Investment B Shares;
Investment C Shares;
Institutional Shares;
Fifth Third Quality Growth Fund;
Investment A Shares;
Investment B 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 B Shares;
Investment C Shares;
Institutional Shares; and
Fifth Third U.S. Treasury Money Market Fund;
Institutional Shares;
Fifth Third Technology Fund;
Investment A Shares;
Investment B Shares;
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Investment C Shares;
Institutional Shares;
Fifth Third Ohio Tax Exempt Money Market Fund;
Investment A Shares;
Institutional Shares;
Shares of any Series or Class established in this Section 5 shall have the
following relative rights and preferences:
(a) Assets belonging to Series or Class. All consideration received by the
Trust for the issue or sale of Shares of a particular Series or Class,
together with all assets in which such consideration is invested or
reinvested, all income, earnings, profits, and proceeds thereof from
whatever source derived, including, without limitation, any proceeds
derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall irrevocably belong to that Series or
Class for all purposes, subject only to the rights of creditors, and shall
be so recorded upon the books of account of the Trust. Such consideration,
assets, income, earnings, profits and proceeds thereof, from whatever
source derived, including, without limitation, any proceeds derived from
the sale, exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds, in whatever form the same
may be, are herein referred to as "assets belonging to" that Series or
Class. In the event that there are any assets, income, earnings, profits
and proceeds thereof, funds or payments which are not readily identifiable
as belonging to any particular Series or Class (collectively "General
Assets"), the Trustees shall allocate such General Assets to, between or
among any one or more of the Series or Classes established and designated
from time to time in such manner and on such basis as they, in their sole
discretion, deem fair and equitable, and any General Assets so allocated to
a particular Series or Class shall belong to that Series or Class. Each
such allocation by the Trustees shall be conclusive and binding upon the
Shareholders of all Series or Classes for all purposes.
(b) Liabilities Belonging to Series or Class. The assets belonging to each
particular Series or Class shall be charged with the liabilities of the
Trust in respect to that Series or Class and all expenses, costs, charges
and reserves attributable to that Series or Class, and any general
liabilities of the Trust which are not readily identifiable as belonging to
any particular Series or Class shall be allocated and charged by the
Trustees to and among any one or more of the Series or Classes established
and designated from time to time in such manner and on such basis as the
Trustees in their sole discretion deem fair and equitable. The liabilities,
expenses, costs, charges and reserves so charged to a Series or Class are
herein referred to as "liabilities belonging to" that Series or Class. Each
allocation of liabilities belonging to a Series or class by the Trustees
shall be conclusive and binding upon the Shareholders of all Series or
Classes for all purposes.
(c) Dividends, Distributions, Redemptions, Repurchases and Indemnification.
Notwithstanding any other provisions of this Declaration, including,
without limitation, Article X, no dividend or distribution (including,
without limitation, any distribution paid upon termination of the Trust or
of any Series or Class) with respect to, nor any redemption or repurchase
of the Shares of any Series or Class shall be effected by the Trust other
than from the assets belonging to such Series or Class, nor except as
specifically provided in Section 1 of Article XI hereof, shall any
Shareholder of any particular Series or Class otherwise have any right or
claim against the assets belonging to any other Series or Class except to
the extent that such Shareholder has such a right or claim hereunder as a
Shareholder of such other Series or Class.
(d) Voting. Notwithstanding any of the other provisions of this Declaration,
including, without limitation, Section 1 of Article VIII, only Shareholders
of a particular Series or Class shall be entitled to vote on any matters
affecting such Series or Class. Except with respect to matters as to which
any particular Series or Class is affected, all of the Shares of each
Series or Class shall, on matters as to which such Series or Class is
entitled to vote, vote with other Series or Classes so entitled as a single
class. Notwithstanding the foregoing, with respect to matters which would
otherwise be voted on by two or
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more Series or Classes as a single class, the Trustees may, in their sole
discretion, submit such matters to the Shareholders of any or all such
Series or Classes, separately.
(e) Fraction. Any fractional Share of a Series or Class shall carry
proportionately all the rights and obligations of a whole Share of that
Series or Class, including rights with respect to voting, receipt of
dividends and distributions, redemption of Shares and termination of the
Trust or of any Series or Class.
(f) Exchange Privilege. The Trustees shall have the authority to provide that
the holders of Shares of any Series or Class shall have the right to
exchange said Shares for Shares of one or more other Series or Classes in
accordance with such requirements and procedures as may be established by
the Trustees.
(g) Combination of Series or Classes. The Trustees shall have the authority,
without the approval of the Shareholders of any Series or Class, unless
otherwise required by applicable law, to combine the assets and liabilities
belonging to a single Series or Class with the assets and liabilities of
one or more other Series or Classes.
(h) Elimination of Series or Classes. At any time that there are no Shares
outstanding of any particular Series or Class previously established and
designated, the Trustees may amend this Declaration of Trust to abolish
that Series or Class and to rescind the establishment and designation
thereof.
ARTICLE IV
THE TRUSTEES
Section 2. Election of Trustees at Meeting of Shareholders.
On a date fixed by the Trustees, which shall be subsequent to the initial
public offering of Shares, the Shareholders shall elect Trustees. The
number of Trustees shall be determined by the Trustees pursuant to Article
IV, Section 5.
Section 3. Term of Office of Trustees.
The Trustees shall hold office during the lifetime of this Trust, and until
its termination as hereinafter provided; except (a) that any Trustee may
resign his office at any time by written instrument signed by him and
delivered to the other Trustees, which shall take effect upon such delivery
or upon such later date as is specified therein; (b) that any Trustee may
be removed at any time by written instrument signed by at least two-thirds
of the number of Trustees prior to such removal, specifying the date when
such removal shall become effective; (c) that any Trustee who requests in
writing to be retired or who has become mentally or physically
incapacitated may be retired by written instrument signed by a majority of
the other Trustees, specifying the date of his retirement; and (d) a
Trustee may be removed at any special meeting of Shareholders of the Trust
by a vote of two-thirds of the outstanding Shares.
Section 7. Ownership of Assets.
The assets belonging to each Series or Class shall be held separate and
apart from any assets now or hereafter held in any capacity other than as
Trustee hereunder by the Trustees or any successor Trustee. All of the
assets belonging to each Series or Class or owned by the Trust shall at all
times be considered as vested in the Trustees. No Shareholder shall be
deemed to have a severable ownership interest in any individual asset
belonging to any Series or Class or owned by the Trust or any right of
partition or possession thereof, but each Shareholder shall have a
proportionate undivided beneficial interest in a Series or Class.
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1. Voting Powers.
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Subject to the provisions set forth in Article III, Section 5(d), the
shareholders shall have power to vote, (i) for the election of Trustees as
provided in Article IV, Section 2; (ii) for the removal of Trustees as
provided in Article IV, Section 3(d); (iii) with respect to any investment
adviser or sub-investment adviser as provided in Article VII, Section 1;
(iv) with respect to the amendment of this Declaration of Trust as provided
in Article XII, Section 7; (v) to the same extent as the shareholders of a
Massachusetts business corporation as to whether or not a court action,
proceeding or claim should be brought or maintained derivatively or as a
class action on behalf of the Trust or the Shareholders; and (vi) with
respect to such additional matters relating to the Trust as may be required
by law, by this Declaration of Trust, or the By-Laws of the Trust or any
regulation of the Trust or the Commission or any State, or as the Trustees
may consider desirable. Each whole Share shall be entitled to one vote as
to any matter on which it is entitled to vote, and each fractional Share
shall be entitled to a proportionate fractional vote. There shall be no
cumulative voting in the election of Trustees. Shares may be voted in
person or by proxy. Until Shares of a Series or Class are issued, the
Trustees may exercise all rights of Shareholders of such Series or Class
with respect to matters affecting such Series or Class, and may take any
action with respect to the Trust or such Series or Class required or
permitted by law, this Declaration of Trust or any By-Laws of the Trust to
be taken by Shareholders.
Section 2. Meetings.
A Shareholders meeting shall be held as specified in Section 2 of Article
IV at the principal office of the Trust or such other place as the Trustees
may designate. Special meetings of the Shareholders may be called by the
Trustees or the Chief Executive Officer of the Trust and shall be called by
the Trustees upon the written request of Shareholders owning at least one-
tenth of the outstanding Shares of all Series and Classes entitled to vote.
Shareholders shall be entitled to at least fifteen days' notice of any
meeting.
Section 3. Quorum and Required Vote.
Except as otherwise provided by law, to constitute a quorum for the
transaction of any business at any meeting of Shareholders there must be
present, in person or by proxy, holders of more than fifty percent of the
total number of outstanding Shares of all Series and Classes entitled to
vote at such meeting. When any one or more Series or Classes is entitled
to vote as a single Series or Class, more than fifty percent of the shares
of each such Series or Class entitled to vote shall constitute a quorum at
a Shareholder's meeting of that Series or Class. If a quorum shall not be
present for the purpose of any vote that may properly come before the
meeting, the Shares present in person or by proxy and entitled to vote at
such meeting on such matter may, by plurality vote, adjourn the meeting
from time to time to such place and time without further notice than by
announcement to be given at the meeting until a quorum entitled to vote on
such matter shall be present, whereupon any such matter may be voted upon
at the meeting as though held when originally convened. Subject to any
applicable requirement of law or of this Declaration of Trust or the By-
Laws, a plurality of the votes cast shall elect a Trustee, and all other
matters shall be decided by a majority of the votes cast and entitled to
vote thereon.
ARTICLE X
DISTRIBUTIONS AND REDEMPTIONS
Section 1. Distributions.
(a) The Trustees may from time to time declare and pay dividends to the
Shareholders of any Series or Class, and the amount of such dividends
and the payment of them shall be wholly in the discretion of the
Trustees. Such dividends may be accrued and automatically reinvested
in additional Shares (or fractions thereof) of the relevant Series or
Class or paid in cash or additional Shares of such Series or Class,
all upon such terms and conditions as the Trustees may prescribe.
(d) All dividends and distributions on Shares of a particular Series or
Class shall be distributed pro rata to the holders of that Series or
Class in proportion to the number of Shares of that Series or Class
held
<PAGE>
by such holders and recorded on the books of the Trust or its transfer
agent at the date and time of record established for that payment.
Section 2. Redemptions and Repurchases.
(a) In case any Shareholder of record of any Series or Class at any time
desires to dispose of Shares of such Series or Class recorded in his
name, he may deposit a written request (or such other form of request
as the Trustees may from time to time authorize) requesting that the
Trust purchase his Shares, together with such other instruments or
authorizations to effect the transfer as the Trustees may from time to
time require, at the office of the Transfer Agent, and the Trust shall
purchase his Shares out of assets belonging to such Series or Class.
The purchase price shall be the net asset value of his shares reduced
by any redemption charge as the Trustees from time to time may
determine.
Payment for such Shares shall be made by the Trust to the Shareholder of
record within that time period required under the 1940 Act after the
request (and, if required, such other instruments or authorizations of
transfer) is deposited, subject to the right of the Trustees to postpone
the date of payment pursuant to Section 4 of this Article X. If the
redemption is postponed beyond the date on which it would normally occur by
reason of a declaration by the Trustees suspending the right of redemption
pursuant to Section 4 of this Article X, the right of the Shareholder to
have his Shares purchased by the Trust shall be similarly suspended, and he
may withdraw his request (or such other instruments or authorizations of
transfer) from deposit if he so elects; or, if he does not so elect, the
purchase price shall be the net asset value of his Shares determined next
after termination of such suspension (reduced by any redemption charge),
and payment therefor shall be made within the time period required under
the 1940 Act.
Section 5. Trust's Right to Redeem Shares.
The Trust shall have the right to cause the redemption of Shares of any
Series or Class in any Shareholder's account for their then current net
asset value and promptly make payment to the shareholder (which payment may
be reduced by any applicable redemption charge), if at any time the total
investment in the account does not have a minimum dollar value determined
from time to time by the Trustees in their sole discretion.
ARTICLE XI
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 1. Limitation of Personal Liability and Indemnification of
Shareholders.
The Trustees, officers, employees or agents of the Trust shall have no
power to bind any Shareholder of any Series or Class personally or to call
upon such Shareholder for the payment of any sum of money or assessment
whatsoever, other than such as the Shareholder may at any time agree to pay
by way of subscription to any Shares or otherwise.
No Shareholder or former Shareholder of any Series or Class shall be liable
solely by reason of his being or having been a Shareholder for any debt,
claim, action, demand, suit, proceeding, judgment, decree, liability or
obligation of any kind, against, or with respect to the Trust or any Series
or Class arising out of any action taken or omitted for or on behalf of the
Trust or such Series or Class, and the Trust or such Series or Class shall
be solely liable therefor and resort shall be had solely to the property of
the relevant Series or Class of the Trust for the payment or performance
thereof.
Each Shareholder or former Shareholder of any Series or Class (or their
heirs, executors, administrators or other legal representatives or, in case
of a corporate entity, its corporate or general successor) shall be
entitled to be indemnified and reimbursed by the Trust to the full extent
of such liability and the costs of any litigation or other proceedings in
which such liability shall have been determined, including, without
<PAGE>
limitation, the fees and disbursements of counsel if, contrary to the
provisions hereof, such Shareholder or former Shareholder of such Series or
Class shall be held to be personally liable. Such indemnification and
reimbursement shall come exclusively from the assets of the relevant Series
or Class.
The Trust shall, upon request by a Shareholder or former Shareholder,
assume the defense of any claim made against any Shareholder for any act or
obligation of the Trust or any Series or Class and satisfy any judgment
thereon.
Section 3. Express Exculpatory Clauses and Instruments.
The Trustees shall use every reasonable means to assure that all persons
having dealings with the Trust or any Series or Class shall be informed
that the property of the Shareholders and the Trustees, officers, employees
and agents of the Trust or any Series or Class shall not be subject to
claims against or obligations of the Trust or any other Series or Class to
any extent whatsoever. The Trustees shall cause to be inserted in any
written agreement, undertaking or obligation made or issued on behalf of
the Trust or any Series or Class (including certificates for Shares of any
Series or Class) an appropriate reference to the provisions of this
Declaration, providing that neither the Shareholders, the Trustees, the
officers, the employees nor any agent of the Trust or any Series or Class
shall be liable thereunder, and that the other parties to such instrument
shall look solely to the assets belonging to the relevant Series or Class
for the payment of any claim thereunder or for the performance thereof; but
the omission of such provisions from any such instrument shall not render
any Shareholder, Trustee, officer, employee or agent liable, nor shall the
Trustee, or any officer, agent or employee of the Trust or any Series or
Class be liable to anyone for such omission. If, notwithstanding this
provision, any Shareholder, Trustee, officer, employee or agent shall be
held liable to any other person by reason of the omission of such provision
from any such agreement, undertaking or obligation, the Shareholder,
Trustee, officer, employee or agent shall be indemnified and reimbursed by
the Trust.
ARTICLE XII
MISCELLANEOUS
Section 3. Establishment of Record Dates.
The Trustees may close the Share transfer books of the Trust maintained
with respect to any Series or Class for a period not exceeding sixty (60)
days preceding the date of any meeting of Shareholders of the Trust or any
Series or Class, or the date for the payment of any dividend or the making
of any distribution to Shareholders, or the date for the allotment of
rights, or the date when any change or conversion or exchange of Shares of
any Series or Class shall go into effect; or in lieu of closing the Share
transfer books as aforesaid, the Trustees may fix in advance a date, not
exceeding sixty (60) days preceding the date of any meeting of Shareholders
of the Trust or any Series or Class, or the date for the payment of any
dividend or the making of any distribution to Shareholders of any Series or
Class, or the date for the allotment of rights, or the date when any change
or conversion or exchange of Shares of any Series or Class shall go into
effect, or the last day on which the consent or dissent of Shareholders of
any Series or Class may be effectively expressed for any purpose, as a
record date for the determination of the Shareholders entitled to notice
of, and, to vote at, any such meeting and any adjournment thereof, or
entitled to receive payment of any such dividend or distribution, or to any
such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of shares, or to exercise the right to give
such consent or dissent, and in such case such Shareholders and only such
Shareholders as shall be Shareholders of record on the date so fixed shall
be entitled to such notice of, and to vote at, such meeting, or to receive
payment of such dividend or distribution, or to receive such allotment or
rights, or to exercise such rights, as the case may be, notwithstanding,
after such date fixed aforesaid, any transfer of any Shares on the books of
the Trust maintained with respect to any Series or Class. Nothing in the
foregoing sentence shall be construed as precluding the Trustees from
setting different record dates for different Series or Classes.
Section 4. Termination of Trust
<PAGE>
(c) Subject to a Majority Shareholder Vote by such Series or Class, the
Trustees may at any time sell and convert into money all the assets
of the Trust or any Series or Class. Upon making provision for the
payment of all outstanding obligations, taxes and other
liabilities, accrued or contingent, belonging to each Series or
Class, the Trustees shall distribute the remaining assets belonging
to each Series or Class ratably among the holders of the
outstanding Shares of that Series or Class.
Section 5. Offices of the Trust, Filing of Copies, Headings, Counterparts.
The Trust shall maintain a usual place of business in Massachusetts, which,
initially, shall be 2 Oliver Street, c/o CT Corporate Systems, Boston,
Massachusetts, and shall continue to maintain an office at such address
unless changed by the Trustees to another location in Massachusetts. The
Trust may maintain other offices as the Trustees may from time to time
determine. The original or a copy of this instrument and of each
declaration of trust supplemental hereto shall be kept at the office of the
Trust where it may be inspected by any Shareholder. A copy of this
instrument and of each supplemental declaration of trust shall be filed by
the Trustees with the Massachusetts Secretary of State and the Boston City
Clerk, as well as any other governmental office where such filing may from
time to time be required. Headings are placed herein for convenience of
reference only and in case of any conflict, the text of this instrument,
rather than the headings shall control. This instrument may be executed in
any number of counterparts each of which shall be deemed an original.
BYLAWS
ARTICLE IV
SHAREHOLDERS' MEETINGS
Section 1. Special Meetings.
A special meeting of the shareholders of the Trust or of a particular
Series or Class shall be called by the Secretary whenever ordered by the
Trustees, the Chairman or requested in writing by the holder or holders of
at least one-tenth of the outstanding shares of the Trust or of the
relevant Series or Class, entitled to vote. If the Secretary, when so
ordered or requested, refuses or neglects for more than two days to call
such special meeting, the Trustees, Chairman or the shareholders so
requesting may, in the name of the Secretary, call the meeting by giving
notice thereof in the manner required when notice is given by the
Secretary.
ARTICLE IX
INDEMNIFICATION OF TRUSTEES AND OFFICERS
Section 2. No Indemnification.
No indemnification shall be provided hereunder to a Trustee or officer
against any liability to the Trust or any Series or Class or the
Shareholders of any Series or Class by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties involved in
the conduct of his office.
ARTICLE XIV
REPORT TO SHAREHOLDERS
The Trustees shall at least semi-annually submit to the shareholders of each
Series or Class a written financial report of the transactions of that Series or
Class including financial statements which shall at least annually be certified
by independent public accountants.
(6) (a) 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).
<PAGE>
(6) (b) Exhibits K, L, and 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).
(6) (c) Exhibits N and O 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).
(6) (d) Exhibits P and Q to the Investment Advisory Contract
(incorporated by reference to Registrant's Post-Effective
Amendment No. 35 on Form N-1A filed or about September 29, 2000).
(6) (d) Sub-Advisory Agreement for the Fifth Third International Equity
Fund (incorporated by reference to Registrant's Post-Effective
Amendment No. 13 on Form N-1A filed June 1, 1994).
(6) (e) Investment Advisory Contract of reference to Registrant's about
October 30, 1998). the Fifth Third Pinnacle Fund Post-Effective
Amendment No. 28 on (incorporated by Form N-1A filed on or
(6) (f) Sub-Advisory Agreement dated April 27, 2000 including Exhibit A
for the Fifth Third Ohio Tax Exempt Money Market Fund between
Fifth Third Bank and Fort Washington Investment Advisors, Inc.
(incorporated by Reference to Registrant's Post-Effective
Amendment No. 35 on Form N-1A filed on or about September 29,
2000).
(7) (a) 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).
(7) (b) Amended Schedules A, B, and C to Distribution Agreement dated
March 15, 2000 (incorporated by reference to Registrant's Post-
Effective Amendment No. 35 on Form N-1A filed on or about
September 29, 2000).
(8) Not Applicable.
(9) (a) Custody Agreement of the Effective Amendment No. 25 on Registrant
(incorporated by Form N-lA filed on or about reference to
Registrant's Post- November 28, 1997).
(9) (b) Amended Exhibit B to Custody Post-Effective Amendment No. 22
Agreement (incorporated by on Form N-1A filed on or about
reference to Registrant's September 30, 1997).
(9) (c) Amendment dated May 18, 1999 to Registrant's Post-Effective 1,
1999). the Custody Agreement Amendment No. 29 on Form N-1A
(incorporated by reference to filed on or about October
(9) (d) [Foreign] Custody Agreement Bank of New York (incorporated No. 29
on Form N-1A filed dated May 25, 1999 between Fifth by reference
to Registrant's on or about October 1, Third Bank and The Post-
Effective Amendment 1999).
(9) (e) Foreign Custody Manager The Bank of New York Amendment No. 29 on
Form Agreement dated May 25, 1999 (incorporated by reference to
N-1A filed on or about between the Registrant and Registrant's
Post-Effective October 1, 1999).
<PAGE>
(9) (f) [Foreign Custody Manager] Letter Registrant and Fifth Third Bank
Amendment No. 29 on Form Agreement dated May 25, 1999
(incorporated by reference to N-1A filed on or about between the
Registrant's Post-Effective October 1, 1999).
(10) (a) Administrative Service Agreement Registrant's Post-Effective 28,
1996). of the Registrant (incorporated Amendment No. 19 on
Form N-1A by reference to filed on or about October 28, 1996)
(10) (b) Amended Exhibit A to Administrative Service Agreement dated March
15, 2000 (incorporated by reference to Registrant's Post-
Effective Amendment No. 35 on Form N-1A filed on or about
September 29, 2000).
(10) (c) Transfer Agency and Accounting reference to Registrant's 28,
1995). Services Agreement of the Post-Effective Amendment No. 15
Registrant (incorporated by on Form N-1A filed February
(10) (d) Form of Amended Schedule A to (incorporated by reference to 1A
filed on June 14, 2000). Transfer Agency and Accounting
Registrant's Post-Effective Services Agreement Amendment No. 33
on Form N-
(10) (e) Management and Administration to Registrant's Post-Effective
September 30, 1997). Agreement of the Registrant Amendment No. 22
on Form N-1A (incorporated by reference filed on or about
(10) (f) Amendment to the Management and Administration Agreement dated
January 1, 2000 (incorporated by reference to Registrant's Post-
Effective Amendment No. 35 on Form N-1A filed on or about
September 29, 2000).
(10) (g) Amended Schedule A to the Management and Administration Agreement
dated March 15, 2000 (incorporated by reference to Registrant's
Post-Effective Amendment No. 35 on Form N- 1A filed on or about
September 29, 2000).
(10) (h) Sub-Administration Agreement (incorporated by Amendment No. 22 on
Form N-1A filed on or reference to Registrant's Post-Effective
about September 30, 1997).
(10) (i) Amendment to Sub-Administration Agreement dated January 1, 2000
(incorporated by reference to Registrant's Post-Effective
Amendment No. 35 on Form N-1A filed on or about September 29,
2000).
(10) (j) Amended Schedule A to Sub-Administration Agreement dated March
15, 2000 (incorporated by reference to Registrant's Post-
Effective Amendment No. 35 on Form N-1A filed on or about
September 29, 2000).
(10) (k) Sub-Transfer Agency Agreement including Schedules A, B, and C
(incorporated by reference to Registrant's Post-Effective
Amendment No. 35 on Form N-1A filed on or about September 29,
2000).
(10) (l) Initial Capital Understanding (incorporated by reference to
Registrant's Post-Effective Amendment No. 15 on Form N-1A filed
February 28, 1995).
(10) (m) Amended Rule l2b-1 Plan dated December 1, 1995 including Exhibits
A and B dated March 15, 2000 (incorporated by reference to
Registrant's Post-Effective Amendment No. 35 on Form N-1A filed
on or about September 29, 2000).
<PAGE>
(10) (n) Rule 12b-1 Agreement including Exhibits A and B dated September
20, 2000 (incorporated by reference to Registrant's Post-
Effective Amendment No. 35 on Form N-1A filed on or about
September 29, 2000).
(10) (o) Investment B Rule 12b-1 Plan dated April 1, 2000 including
Exhibits A and B dated September 20, 2000 (incorporated by
reference to Registrant's Post-Effective Amendment No. 35 on Form
N-1A filed on or about September 29, 2000).
(10) (p) Investment B Rule 12b-1 Agreement including Exhibits A and B
dated September 20, 2000 (incorporated by reference to
Registrant's Post-Effective Amendment No. 35 on Form N-1A filed
on or about September 29, 2000).
(10) (q) Financial Data Schedules (incorporated by reference to
Registrant's Form N-SAR filed on or about September 29, 1999).
(10) (r) Amended and Restated Multiple Class Plan including Exhibit A, as
amended March 15, 2000 (incorporated by reference to Registrant's
Post-Effective Amendment No. 35 on Form N-1A filed on or about
September 29, 2000).
(11) Opinion and Consent of Ropes & Gray (incorporated by reference
to, and filed as Exhibit 11 to Part C to, Registrant's
Registration Statement on Form N-14 filed July 25, 2000).
(12) Opinion of Ropes & Gray as to Tax Matters is filed herewith.
(13) Not Applicable
(14) (a) Consent of Ernst & Young LLP (incorporated by reference to, and
filed as Exhibit 14(a) to Part C to, Registrant's Registration
Statement on Form N-14 filed July 25, 2000).
(14) (b) Consent of Ropes & Gray (incorporated by reference to, and filed
as Exhibit 14(b) to Part C to, Registrant's Registration
Statement on Form N-14 filed July 25, 2000).
(15) Not Applicable.
(16) Executed Powers of Attorney are filed herewith
(17) (a) Statement of Additional Information dated November 30, 1999, as
revised February 1, 2000 and June 1, 2000 (incorporated by
reference to Registrant's Registration Statement on Form N-14
filed July 25, 2000).
(17) (b) Code of Ethics for Fifth Third Funds (incorporated by reference
to Registrant's Post-Effective Amendment No. 35 on Form N-1A
filed on or about or about September 29, 2000).
Item 17. Undertakings
------------
(1) The registrant agrees that prior to any public reoffering of the
securities registered through the use of a prospectus which is a
part of this registration statement by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c) of
the Securities Act, the reoffering prospectus will contain the
information called for by the applicable registration form for
reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the
applicable form.
(2) The registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as a part of an amendment to
the registration statement and will not be used until the
amendment is effective, and that, in determining any liability
under the 1933 Act, each
<PAGE>
post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of
the securities at that time shall be deemed to be the initial
bona fide offering of them.
<PAGE>
SIGNATURES
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has been
signed on behalf of the Registrant in the City of Washington, District of
Columbia, on the 17th day of November, 2000.
Fifth Third Funds
Registrant
/s/ Stephen G. Mintos
----------------------------------
* Stephen G. Mintos, President
As required by the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* /s/ Stephen G. Mintos President November 17, 2000
-----------------------
Stephen G. Mintos (Principal Executive Officer)
* /s/ Gary R. Tenkman Treasurer November 17, 2000
-----------------------
Gary R. Tenkman (Principal Financial
and Accounting Officer)
* /s/ Edward Burke Carey Trustee November 17, 2000
-----------------------
Edward Burke Carey
* /s/ Albert E. Harris Chairman and Trustee November 17, 2000
-----------------------
Albert E. Harris
* By /s/ Alan G. Priest November 17, 2000
-----------------------
Alan G. Priest,
Attorney-in-fact, pursuant to Powers of Attorney filed herewith
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
(12) Opinion of Ropes & Gray as to Tax Matters
(16) Executed Powers of Attorney
