FIFTH THIRD FUNDS, 497, 2000-08-14

FIFTH THIRD FUNDS
497, 2000-08-14

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<PAGE>

FIFTH THIRD FUNDS
(formerly Fountain Square Funds)

Combined Statement of Additional Information
November 30, 1999
as revised February 1, 2000, June 1, 2000, August 1, 2000, and August 14, 2000

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 Technology 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 Ohio Tax Exempt 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 of the Funds.

This SAI relates to the following prospectuses:

. Dated November 30, 1999 for 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, Fifth Third Bond Fund For Income, Fifth Third
Quality Bond Fund, Fifth Third U.S. Government Securities Fund, Fifth Third
Municipal Bond Fund and Fifth Third Ohio Tax Free Bond Fund with respect to
Investment A, Investment C, and Institutional Shares.
. Dated November 30, 1999 for Fifth Third Government Money Marked Fund, Fifth
Third Prime Money Market Fund and Fifth Third Tax Exempt Money Market Fund
with respect to Investment A Shares and Fifth Third Government Money Market
Fund, Fifth Third Prime Money Market Fund, Fifth Third Tax Exempt Money
Market Fund, and U.S. Treasury Money Market Fund with respect to
Institutional Shares.
. Dated June 1, 2000 for Fifth Third Technology Fund with respect to Investment
A, Investment C, and Institutional Shares.
. Dated August 1, 2000 for Fifth Third Prime Money Market Fund, 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, Fifth Third Technology Fund,
Fifth Third Bond Fund For Income, Fifth Third Quality Bond Fund, Fifth Third
U.S. Government Securities Fund, Fifth Third Municipal Bond Fund and Fifth
Third Ohio Tax Free Bond Fund with respect to Investment B Shares.

To receive a copy of any Prospectus, you may write the Trust or call toll-free
(888) 799-5353. This SAI is not a prospectus.

Fifth Third Funds
c/o Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263
<PAGE>

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

<TABLE>
<CAPTION>
Page
----
<S> <C>
GENERAL INFORMATION ABOUT THE TRUST.................................................. 1
INVESTMENT OBJECTIVE AND POLICIES OF THE FUNDS....................................... 3
Investment Objectives............................................................... 3
Investment Limitations.............................................................. 3
Fundamental Limitations............................................................. 3
Non-fundamental Limitations......................................................... 5
Fundamental Limitations............................................................. 7
Non-Fundamental Limitations......................................................... 9
All Funds except Stock and Bond Funds............................................... 9
ADDITIONAL RISKS AND INFORMATION CONCERNING CERTAIN INVESTMENT TECHNIQUES............ 11
Types of Investments................................................................ 11
Portfolio Turnover.................................................................. 23
Investment Risks (Ohio Tax Free Fund and Ohio Money Market Fund..................... 23
Special Restriction on Fifth Third Government Money Market Fund..................... 24
Special Restriction on Fifth Third U.S. Treasury Money Market Fund.................. 24
FIFTH THIRD FUNDS MANAGEMENT......................................................... 24
Officers and Trustees............................................................... 24
Trust Ownership..................................................................... 25
Trustee Liability................................................................... 31
Codes of Ethics..................................................................... 31
INVESTMENT ADVISORY SERVICES......................................................... 32
Investment Advisors to the Trust.................................................... 32
Advisory Fees....................................................................... 32
Sub-advisor......................................................................... 33
Sub-advisory Fees................................................................... 33
Administrative Services............................................................. 33
Custody of Fund Assets.............................................................. 34
Transfer Agent and Dividend Disbursing Agent........................................ 35
BROKERAGE TRANSACTIONS............................................................... 35
PURCHASING SHARES.................................................................... 37
Distribution Plan and Administrative Services Agreement (Investment C Shares Only).. 38
Purchases with Proceeds from Redemptions of Unaffiliated Mutual Fund Shares......... 39
Conversion of Investment B Shares to Investment A Shares............................ 39
Conversion to Federal Funds......................................................... 39
Exchanging Securities for Fund Shares............................................... 39
Payments to Dealers................................................................. 40
REDEEMING SHARES..................................................................... 40
Redemption in Kind.................................................................. 41
Postponement of Redemptions......................................................... 41
DETERMINING NET ASSET VALUE.......................................................... 41
Determining Market Value of Securities.............................................. 41
Valuing Municipal Bonds............................................................. 42
Use of Amortized Cost............................................................... 42
Monitoring Procedures............................................................... 42
Investment Restrictions............................................................. 43
Trading in Foreign Securities....................................................... 43
TAX STATUS........................................................................... 44
The Funds' Tax Status............................................................... 44
Shareholders' Tax Status............................................................ 44
Capital Gains....................................................................... 44
State and Local Taxes............................................................... 45
Foreign Taxes....................................................................... 45
</TABLE>

i
<PAGE>

<TABLE>
<S> <C>
PERFORMANCE INFORMATION.............................................................. 46
Total Return........................................................................ 46
Tax-Equivalent Yield................................................................ 48
Tax Equivalency Table............................................................... 48
PERFORMANCE COMPARISONS.............................................................. 49
FINANCIAL STATEMENTS................................................................. 52
APPENDIX............................................................................. 53
</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 Trust's 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 shares of the following Funds and shares of
the following classes of each Fund:

<TABLE>
<CAPTION>
Funds Classes
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment A Investment B Investment C Institutional
-----------------------------------------------------------------------------------------------------------------------
Fifth Third Quality Growth Fund ("Quality X X X X
Growth Fund")
-----------------------------------------------------------------------------------------------------------------------
Fifth Third Equity Income Fund ("Equity X X X X
Income Fund")
-----------------------------------------------------------------------------------------------------------------------
Fifth Third Cardinal Fund ("Cardinal X X* X X
Fund")
-----------------------------------------------------------------------------------------------------------------------
Fifth Third Pinnacle Fund ("Pinnacle X X X X
Fund")
-----------------------------------------------------------------------------------------------------------------------
Fifth Third Balanced Fund ("Balanced X X X X
Fund")
-----------------------------------------------------------------------------------------------------------------------
Fifth Third Mid Cap Fund ("Mid Cap Fund") X X X X
-----------------------------------------------------------------------------------------------------------------------
Fifth Third International Equity Fund X X X X
("International Equity Fund")
-----------------------------------------------------------------------------------------------------------------------
Fifth Third Bond Fund For Income ("Bond X X* X X
Fund Income")
-----------------------------------------------------------------------------------------------------------------------
Fifth Third Quality Bond Fund ("Quality X X X X
Bond Fund")
-----------------------------------------------------------------------------------------------------------------------
Fifth Third U.S. Government Securities X X* X X
Fund ("Government Securities Fund")
-----------------------------------------------------------------------------------------------------------------------
Fifth Third Municipal Bond Fund X X* X X
("Municipal Bond Fund")
-----------------------------------------------------------------------------------------------------------------------
Fifth Third Ohio Tax Free Bond Fund X X X X
("Ohio Tax Free Fund")
-----------------------------------------------------------------------------------------------------------------------
Fifth Third Technology Fund ("Technology X X X X
Fund")
-----------------------------------------------------------------------------------------------------------------------
Fifth Third Ohio Tax Exempt Money Market X X
Fund ("Ohio Money Market Fund")
-----------------------------------------------------------------------------------------------------------------------
Fifth Third Government Money Market Fund X X
("Government Money Market Fund")
-----------------------------------------------------------------------------------------------------------------------
Fifth Third Prime Money Market Fund X X X
("Prime Money Market Fund")
-----------------------------------------------------------------------------------------------------------------------
Fifth Third Tax Exempt Money Market Fund X X
("Tax Exempt Fund")
-----------------------------------------------------------------------------------------------------------------------
Fifth Third U.S. Treasury Money Market X
Fund ("U.S. Treasury Money Market Fund")
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

*These shares are currently not available to the public.

Each Fund, is an "open-end" management investment company, and other than
the Ohio Tax-Free Fund, is a "diversified" company, as those terms are defined
in the Investment Company Act of 1940, as amended (the "1940 Act"). Among other
things, a diversified fund must, with respect to 75% of its total assets, not
invest more than 5% of its total assets in any one issuer. A non-diversified
Fund, such as the Ohio Tax-Free Fund, may, with respect to 75% of its total
assets, invest more than 5% of its total assets in any one issuer.

The Trustees are responsible for managing the business and affairs of the
Trust. 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 wholly-owned subsidiaries of
Fifth Third Bancorp. Morgan Stanley Asset Management, Inc. serves as investment
sub-advisor to the International Equity Fund. Fort Washington Investment
Advisors, Inc. serves as investment sub-advisor to the Ohio Money Market Fund
(collectively, the "Sub-advisors").

2
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS

The prospectuses state the investment objective of each Fund and discuss
certain investment policies employed to achieve those objectives. The following
discussion supplements the description of the Funds' investment policies in the
prospectus.

Investment Objectives

Each Fund's investment objective is fundamental and may not be changed
without shareholder approval.

Investment Limitations

Fundamental Limitations

Stock and Bond Funds

Except as provided below, each Fund has adopted the following fundamental
investment limitations. As fundamental investment limitations, they cannot be
changed with respect to a Fund without approval of the holders or a majority of
that Fund's Shares.

The Funds described herein 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. None of the Funds
described herein will purchase any securities while any borrowings in excess of
5% of its total assets are outstanding. Currently, none of the Funds described
herein intend to borrow money.

Selling Short and Buying on Margin. None of the Funds described herein
----------------------------------
will 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 a Fund described herein (with the
exception of Ohio Tax Free Fund, Municipal Bond Fund and Pinnacle 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 Funds described herein will not mortgage, pledge, or
---------------
hypothecate any assets, except to secure permitted borrowings. In these cases, a
Fund may pledge assets as necessary to secure such borrowings. 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)

3
<PAGE>

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.

Lending Cash or Securities. The Funds described herein will not lend any
--------------------------
of their respective assets except portfolio securities up to one-third of the
value of total assets. This shall not prevent a Fund from purchasing or holding
U.S. government obligations, money market instruments, publicly or non-publicly
issued municipal bonds, variable rate demand notes, bonds, debentures, notes,
certificates of indebtedness, or other debt securities, entering into repurchase
agreements, or engaging in other transactions where permitted by a Fund's
investment objectives, policies and limitations or the Trust's Declaration of
Trust.

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

Investing in Real Estate. None of the Funds described herein will purchase
------------------------
or sell real estate, including limited partnership interests, although each of
these 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 (with the exception of the Pinnacle Fund) 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, none of the Funds described herein (with the exception
of Ohio Tax Free Fund) will 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
its total assets would be invested in the securities of that issuer. None of the
Funds described herein will acquire more than 10% of the outstanding voting
securities of any one issuer.

Dealing in Puts and Calls. The Pinnacle Fund, Municipal Bond Fund and Ohio
-------------------------
Tax Free Fund will not buy or sell puts, calls, straddles, spreads, or any
combination of these.

Concentration of Investments. The Quality Growth Fund, Cardinal Fund,
----------------------------
Pinnacle Fund, Balanced Fund, Mid Cap Fund, Technology Fund and International
Equity Fund will not invest 25% or more of the values 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.

Neither the Ohio Tax Free Fund or the Municipal Bond Fund will purchase
securities if, as a result of such purchase, 25% or more of the value of its
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 projects. However, their Funds described herein may
invest as temporary investments more than 25% of the value of its total assets
in cash or cash items, securities issued or guaranteed by the U.S. government,
its agencies or

4
<PAGE>

instrumentalities, or instruments secured by these money market instruments,
i.e., repurchase agreements.

Underwriting. None of the Funds described herein will 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.

Non-Fundamental Limitations

Stock and Bond Funds

Except as provided below, each Fund has adopted the following non-
fundamental investment limitations. As non-fundamental investment limitations,
they may be changed by the Trustees without shareholder approval.

Investing in Restricted Securities. The Funds described herein 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 described herein 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.

Investing in Securities of Other Investment Companies. The Funds described
-----------------------------------------------------
herein 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 described herein 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. None of the Quality Growth Fund, Cardinal Fund,
------------------------
Pinnacle Fund, Balanced Fund, Mid Cap Fund, International Equity Fund, Quality
Bond Fund, Technology Fund or Government Securities Fund will invest more than
5% of the value of its respective total assets in securities of issuers which
have records of less than three years of continuous operations, including the
operation of any predecessor.

Neither the Ohio Tax Free Fund or the Municipal Bond Fund will invest more
that 5% of the value of its respective total assets in industrial development
bonds where the principal and

5
<PAGE>

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. None of the Funds described herein will purchase or retain the
---------
securities of any issuer if the officers and Trustees of the Trust, Fifth Third
Bank or (in the case of the Pinnacle Fund) Heartland, 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. None of the Funds described herein Fund will
---------------------
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.

Arbitrage Transactions. None of the Funds described herein will enter into
----------------------
transactions for the purpose of engaging in arbitrage.

Purchasing Securities to Exercise Control. None of the Funds described
-----------------------------------------
herein will purchase securities of a company for the purpose of exercising
control or management.

Investing in Warrants. None of the Quality Growth Fund, Equity Income
---------------------
Fund, Cardinal Fund, Balanced Fund, Mid Cap Fund, or International Equity Fund
may invest more than 5% of its net assets in warrants, including those acquired
in units or attached to other securities. 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 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.

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 a Fund's policy relating to borrowing money, if a
percentage limitation is adhered to at the time of investment, a later increase
or decrease in percentage resulting from any change in value or net assets will
not result in a violation of such restriction. For purposes of its policies and
limitations, the Trust considers certificates of deposit and demand and time
deposits issued by a U.S. branch of a domestic bank or savings and loan having
capital, surplus, and undivided profits in excess of $100,000,000 at the time of
investment to be "cash items."

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.

6
<PAGE>

Fundamental Limitations

Money Market Funds

Issuing Senior Securities and Borrowing Money. None of the Funds described
---------------------------------------------
herein will issue senior securities, except that a Fund may borrow money
directly or through reverse repurchase agreements as a temporary measure for
extraordinary or emergency purposes and then only in amounts not in excess of 5%
of the value of its total assets (except for the Government Money Market Fund)
or in an amount up to one-third of the value of its total assets, including the
amount borrowed, in order to meet redemption requests without immediately
selling portfolio instruments. Any direct borrowings need not be collateralized.
None of the Funds described herein considers the issuance of separate classes of
shares to involve the issuance of "senior securities" within the meaning of this
investment limitation.

Neither the Government Money Market Fund, Ohio Money Market Fund nor the
Tax Exempt Money Market Fund will purchase any securities while borrowings in
excess of 5% of its total assets are outstanding. The U.S. Treasury Money Market
Fund will not borrow money or engage in reverse repurchase agreements for
investment leverage purposes. None of the Funds described herein has any present
intention to borrow money.

Pledging Securities or Assets. The Prime Money Market Fund will not pledge
-----------------------------
securities. None of the Government Money Market Fund, Tax Exempt Money Market
Fund, Ohio Money Market Fund or U.S. Treasury Money Market Fund will mortgage,
pledge, or hypothecate any assets except to secure permitted borrowings. In
those cases, it may pledge assets having a market value not exceeding the lesser
of the dollar amounts borrowed or 10% of the value of total assets at the time
of the pledge.

Investing in Commodities, Commodity Contracts, or Real Estate. Prime Money
-------------------------------------------------------------
Market 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.

Underwriting. The Prime Money Market Fund will not engage in underwriting
------------
of securities issued by others. The Tax Exempt Money Market Fund will not
underwrite any issue of securities, except as the Fund may be deemed to be an
underwriter under the Securities Act of

7
<PAGE>

1933 in connection with the sale of securities in accordance with its investment
objective, policies, and limitations.

Lending Cash or Securities. None of the Funds described herein will lend
--------------------------
any of its assets, except that the Government Money Market Fund may purchase or
hold U.S. government securities permitted by its investment objective, policies
and limitations, the Prime Money Market Fund may purchase or hold money market
instruments, including repurchase agreements and variable rate demand notes,
permitted by its investment objective and policies, the Tax Exempt Money Market
Fund may purchase or hold U.S. government securities permitted by its investment
objective, policies and limitations, and the U.S. Treasury Money Market Fund may
purchase or hold U.S. Treasury obligations, including repurchase agreements
permitted by its investment objective and policies.

Acquiring Voting Securities. The Prime Money Market Fund will not acquire
---------------------------
the voting securities of any issuer. It will not invest in securities of a
company for the purpose of exercising control or management.

The Tax Exempt Money Market Fund will not acquire more than 10% of the
outstanding voting securities of any one issuer. For purposes of this
limitation, non-governmental users of facilities financed by industrial
development or pollution control revenue bonds and banks issuing letters of
credit or comparable guarantees supporting variable rate demand municipal
securities are considered to be issuers.

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

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

With respect to 75% of the value of its total assets, the Tax Except Money
Market 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
its total assets would be invested in the securities of that issuer. For
purposes of this limitation, non-governmental users of facilities financed by
industrial development or pollution control revenue bonds and banks issuing
letters of credit or comparable guarantees supporting variable rate demand
municipal securities are considered to be issuers.

Concentration of Investments. The Prime Money Market 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 Money Market 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

8
<PAGE>

of deposit), U.S. government obligations or instruments secured by these money
market instruments, such as repurchase agreements. The Prime Money Market Fund
will not invest more than 25% of its net assets in instruments of foreign banks.

The Tax Exempt Money Market Fund will not purchase securities if, as a
result of such purchase, 25% or more of the value of its total assets would be
invested in any one industry; provided that, this limitation shall not apply to
industrial development bonds or other securities, the interest upon which is
paid from revenues of similar types of projects, securities issued or guaranteed
by the U.S. government, its agencies or instrumentalities, or variable rate
demand municipal securities supported by letters of credit or guarantees.

Dealing in Puts and Calls. The Tax Exempt Money Market Fund will not buy
-------------------------
or sell puts, calls, straddles, spreads, or any combination of these.

Investing in Securities of Other Investment Companies. Each of the Prime
-----------------------------------------------------
Money Market Fund and the U.S. Treasury Money Market Fund acquire up to 3% of
the total outstanding securities of other investment companies. Each of these
Funds will limit its investments in the securities of other investment companies
to those of money market funds having investment objectives and policies similar
to its own. Each of these Funds will purchase securities of other investment
companies only in open-market transactions involving no more than customary
broker's commissions. However, there is no limitation applicable to securities
of any investment company acquired in a merger, consolidation, or acquisition of
assets.

It should be noted that investment companies incur certain expenses such as
management fees, and, therefore, any investment by a Fund in such shares would
be subject to such customary expenses.

Non-Fundamental Limitations

Money Market Funds

Investing in Securities of Other Investment Companies. Each of the
-----------------------------------------------------
Government Money Market Fund, the Tax Exempt Money Market Fund and Ohio Money
Market Fund can acquire up to 3% of the total outstanding securities of other
investment companies. Each of these Funds will limit its investments in the
securities of other investment companies to those of money market funds having
investment objectives and policies similar to its own. Each of these Funds will
purchase securities of other investment companies only in open-market
transactions involving no more than customary broker's commissions. However,
there is on limitation applicable to securities of any investment company
acquired in a merger, consolidation, or acquisition of assets.

9
<PAGE>

It should be noted that investment companies incur certain expenses such as
management fees, and, therefore, any investment by a Fund in such shares would
be subject to such customary expenses.

Investing in Illiquid Securities. None of the Funds described herein will
--------------------------------
invest more than 10% of the value of its net assets in illiquid securities.

Investing in Restricted Securities. Neither the Prime Money Market nor the
----------------------------------
Tax Exempt Money Market Fund will invest more than 10% of the value of its net
assets in securities which are subject to restrictions on resale under federal
securities laws.

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

The Tax Exempt Money Market Fund will not invest more than 5% of the value
of its 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 Minerals. Neither the Prime Money Market nor the Tax Exempt
---------------------
Money Market Fund will purchase interests in oil, gas, or other mineral
exploration or development programs or leases, although it may purchase the
securities of issuers which invest in or sponsor such programs.

Investing in Issuers Whose Securities are Owned by Officers and Trustees of
---------------------------------------------------------------------------
the Trust. The Tax Exempt Money Market Fund will not purchase or retain the
---------
securities of any issuer if the officers and Trustees of the Trust or its
investment advisor, owning individually more than one half of one percent of the
issuer's securities, together own more than five percent of the issuer's
securities.

Except with respect to borrowing money, if a percentage limitation is
adhered to at the time of investment, a later increase or decrease in percentage
resulting from any change in value or net assets will not result in a violation
of such restriction.

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

10
<PAGE>

ADDITIONAL RISKS AND INFORMATION CONCERNING CERTAIN INVESTMENT TECHNIQUES

Types of Investments

Bank Instruments. The Prime Money Market Fund, the Tax Exempt Money
----------------
Market Fund, the Ohio Money Market Fund, the Quality Bond Fund, the Quality
Growth Fund, the Technology Fund, the Mid Cap Fund, the Balanced Fund, the
Equity Income Fund, the Bond Fund For Income, the Cardinal Fund, the Pinnacle
Fund 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: (a) Eurodollar Certificates of Deposit issued by foreign branches
of U.S. or foreign banks; (b) Eurodollar Time Deposits, which are U.S. dollar-
denominated deposits in foreign branches of U.S. or foreign banks; and (c)
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, the Ohio
-----------------
Tax Free Fund, the Municipal Bond Fund and the Pinnacle Fund, may enter into
futures contracts. A futures contract is a firm commitment by, 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 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

11
<PAGE>

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, the Ohio Tax Free Fund, the Municipal Bond Fund and the Pinnacle Fund,
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, the Ohio Tax Free Fund, the Municipal Bond Fund and
the Pinnacle Fund, 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 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.

12
<PAGE>

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 entitles (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, the Ohio Tax Free Fund, the Municipal Bond Fund
and the Pinnacle Fund, 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 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.

13
<PAGE>

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. No Fund will 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.

Purchasing Put Options on Portfolio Securities. The Funds other than
----------------------------------------------
the Fifth Third Money Market funds, Ohio Tax Free Fund, Municipal Bond Fund and
Pinnacle Fund, 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, Ohio Tax Free Fund, Municipal Bond Fund
and Pinnacle Fund, 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

14
<PAGE>

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, Ohio Tax Free Fund, Municipal Bond Fund and the Pinnacle Fund, 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.

Certain debt securities such as, but not limited to, mortgage-related
securities, collateralized mortgage obligations (CMO's), asset backed securities
and securitized loan receivables, as well as securities subject to prepayment of
principal prior to the stated maturity date, are expected to be repaid prior to
their stated maturity dates. As a result, the effective maturity of these
securities is expected to be shorter than the stated maturity. For purposes of
compliance with stated maturity policies and calculation of the Quality Bond
Fund's weighted average maturity, the effective maturity of such securities will
be used.

Convertible Securities. The Quality Growth Fund, the Technology Fund, the
----------------------
Mid Cap Fund, the Balanced Fund, the International Equity Fund, the Cardinal
Fund, the Pinnacle 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

15
<PAGE>

potential of the underlying equity security for capital 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 Technology Fund, the Mid Cap Fund,
--------
the Balanced Fund, the International Equity Fund, and the Equity Income Fund may
invest in warrants except as limited above. 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 and the Ohio Money Market 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 of that Fund. Examples of Municipal
Securities are (a) 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; (b) municipal notes and tax-exempt commercial
paper; (c) serial bonds; (e) tax anticipation notes sold to finance working
capital needs of municipalities in anticipation of receiving taxes at a later
date; (f) bond anticipation notes sold in anticipation of the issuance of long-
term bonds in the future; (g) pre-refunded municipal bonds whose timely payment
of interest and principal is ensured by an escrow of U.S. government
obligations; and (h) general obligation bonds.

Participation Interests. The Ohio Tax Free Fund, the Municipal Bond
-----------------------
Fund, the Ohio Money Market Fund and the Tax Exempt Money Market Fund may invest
in participation interests. Participation interests include the underlying
securities and any related guaranty, letter of credit, or collateralization
arrangement which a Fund would be allowed to invest in directly. The financial
institutions from which the Ohio Tax Free Fund, the Municipal Bond Fund, the
Ohio Money Market Fund and the Tax Exempt Money Market 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, the Ohio Money Market Fund and the Tax Exempt Money Market
Fund may invest in variable rate municipal securities. Variable interest rates
generally reduce changes in

16
<PAGE>

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, the
----------------
Ohio Money Market Fund and the Tax Exempt Money Market 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 retain a portion of their assets in cash. Any portion
of a Fund's assets retained in cash will reduce the Fund's return and, in the
case of a bond fund and Money Market fund, the Fund's yield.

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 International Equity Fund values its assets daily in U.S. dollars, the
International Equity Fund may not convert its holdings of foreign currencies to
U.S. dollars daily. The International Equity 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.

17
<PAGE>

The International Equity Fund will engage in foreign currency exchange
transactions in connection with its portfolio investments. The International
Equity 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 International Equity
-------------------------------------------
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 International Equity Fund's best interest to do so. The
International Equity Fund will not speculate in foreign currency exchange.

The International Equity 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 International Equity 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. 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 International Equity 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 International Equity 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 International Equity Fund would not have to exercise their put
option. Likewise, if the International Equity 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
International Equity Fund would not have to

18
<PAGE>

exercise its call. Instead, the International Equity 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 International Equity Fund's ability to establish and
close out positions on such options is subject to the maintenance of a liquid
secondary market. Although the International Equity 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, 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 International Equity Fund
may be able to achieve many of the same objectives as it would through the use
of forward foreign currency exchange contracts. The International Equity 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

19
<PAGE>

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 International Equity 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 International
Equity 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. 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

20
<PAGE>

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. Except as provided above, the Funds, other
-----------------------------
than the Government Money Market Fund, 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 Money
-------------------------------
Market Fund) may lend portfolio securities. The collateral received when a Fund
lends portfolio securities must 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

21
<PAGE>

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.

Temporary and Defensive Investments. Each Fund (other than the Money
-----------------------------------
Market funds) may hold up to 100% of its assets in cash or short-term debt
securities for temporary defensive purposes. The Fund will adopt a temporary
defensive position when, in the opinion of the Advisor, such a position is more
likely to provide protection against adverse market conditions than adherence to
the Fund's other investment policies. The types of short-term instruments in
which the Fund may invest for such purposes include short-term money market
securities, such as repurchase agreements, and securities issued or guaranteed
by the U.S. Government or its agencies or instrumentalities, certificates of
deposit, time deposits and bankers' acceptances of certain qualified financial
institutions and corporate commercial paper, which at the time of purchase are
rated at least within the "A" major rating category by Standard & Poor's
Corporation ("S&P") or the "Prime" major rating category by Moody's Investor's
Service, Inc. ("Moody's"), or, if not rated, issued by companies having an
outstanding long-term unsecured debt issued rated at least within the "A"
category by S&P or Moody's.

22
<PAGE>

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 and Funds
in existence for less than one year:

Fiscal year ended Fiscal year ended
July 31, 1999 July 31, 1998
------------------ ------------------

Government Securities Fund 93% 155%
Quality Bond Fund 349% 279%
Ohio Tax Free Fund 47% 42%
Quality Growth Fund 34% 45%
Mid Cap Fund 49% 44%
Balanced Fund 128% 135%
International Equity Fund 42% 39%
Equity Income Fund 69% 41%
Bond Fund For Income 104% 127%
Municipal Bond Fund 110% 121%
Cardinal Fund 15%* 15%**
Pinnacle Fund 51% 38%

__________________________

* reflects period October 1, 1998 through July 31, 1999.

** for the fiscal year ended September 30, 1998

Portfolio turnover for the Quality Bond Fund increased during the past
fiscal year from the immediately prior fiscal year because the Fund restructured
its portfolio to take advantage of the competitive pricing among new issues.

Investment Risks (Ohio Tax Free Fund and Ohio Money Market Fund)

The State of Ohio's economy is a leading industrial state and exporter of
manufactured goods. During the past two decades, both the number and percentage
of manufacturing jobs, particularly in durable goods, has been declining. Job
growth in the state has been primarily in business services and distribution
sectors. The state is largely concentrated in motor vehicles and equipment,
steel, rubber products and household appliances. Because the State of Ohio and
certain municipalities have large exposure to these industries, trends in these
industries, over the long term, may 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 ratings
agencies may affect the ability to issue securities and thereby affect the
supply of obligations meeting the quality standards for investment by the Fund.

23
<PAGE>

The state ended fiscal year 1998 with a positive budgetary fund balance of
approximately $953 million. Personal taxes have been cut in recent years, a
result of the strong economy. As of March 1998 the Budget Stabilization Fund had
a balance of $862 million, up from $828 million the end of fiscal year 1997. A
March 24, 1997, Ohio Supreme Court decision requires major changes in Ohio's
school funding arrangements. These changes pose significant but manageable
challenges and should not threaten the overall fiscal stability of the state.

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. The act, established in 1979,
requires the municipality to develop a financial plan to eliminate deficits and
cure any defaults. These procedures have been applied to approximately twenty-
four cities and villages, including the city of Cleveland; in nineteen of these
communities, the fiscal situation has been resolved and the procedures
terminated. This fiscal emergency legislation has been amended to include
counties and townships.

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

Special Restriction on Fifth Third Government Money Market Fund

The Fund will invest at least 65% of total assets in short-term obligations
issued or guaranteed as to principal or interest by the U.S. Government, its
agencies or instrumentalities.

Special Restriction on Fifth Third U.S. Treasury Money Market Fund

The Fund will invest at least 65% of total assets in short-term obligations
issued by the U.S. Treasury.

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.

24
<PAGE>

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.

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:
April 26, 1968. Secretary of the Trust, and employee of BISYS Fund
Services, Limited Partnership.

Gary R. Tenkman, 3435 Stelzer Road, Columbus, Ohio 43219-3035. Birthdate:
September 16, 1970. Treasurer of the Trust, and employee of BISYS Fund
Services, Limited Partnership.

Karen L. Blair, 3435 Stelzer Road, Columbus, Ohio 43219-3035. Birthdate:
February 26, 1966. Assistant Secretary and Assistance Treasurer of the
Trust, and employee of BISYS Fund Services, Limited Partnership.

Trust Ownership

As of June 30, 2000, the Officers and Trustees owned less than 1% of any
class of any Fund.

As of June 30, 2000, the following persons owned 5% or more of any class of
Shares of a Fund:

Fifth Third Quality Growth Fund-Investment A Shares
---------------------------------------------------

FISERV Securities Inc. 7,638,983.462 97.99%
Trade House Account Club 53
2005 Market St.
Philadelphia, PA 19103

Fifth Third Quality Growth Fund-Investment C Shares
---------------------------------------------------

FISERV Securities Inc. 532,582.508 99.31%
Trade House Account Club 53
2005 Market St.
Philadelphia, PA 19103

Fifth Third Quality Growth Fund-Institutional Shares
----------------------------------------------------

Fifth Third Bank 16,348,588.761 53.10%
Trust and Investment Services C
38 Fountain Square Plaza
Cincinnati, OH 45263

25
<PAGE>

Fifth Third Bank 7,750,100.784 25.17%
Trust and Investment Services R
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Bank 6,683,222.025 21.71%
Expediter
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Cardinal Fund-Investment A Shares
---------------------------------------------

FISERV Securities Inc. 5,189,596.071 40.15%
One Commerce Square Club 53
2005 Market Street
Philadelphia, PA 19103

Fifth Third Cardinal Fund-Investment C Shares
---------------------------------------------

FISERV Securities Inc. 38,456.490 61.92%
Trade House Club 53
2005 Market St., 11th Floor
Philadelphia, PA 19103

Fifth Third Cardinal Fund-Institutional Shares
----------------------------------------------

Fifth Third Bank 98,341.395 62.27%
Trust and Investment Services C
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Bank 59,270.988 37.53%
Trust and Investment Services R
38 Fountain Square
Cincinnati, OH 45263

Fifth Third Pinnacle Fund-Investment A Shares
---------------------------------------------

FISERV Securities Inc. 1,139,568.066 97.41%
Trade House Account Club 53
2005 Market St.
Philadelphia, PA 19103

Fifth Third Pinnacle Fund-Investment C Shares
---------------------------------------------

FISERV Securities Inc. 112,468.840 98.11%
Trade House Account Club 53
2005 Market St.
Philadelphia, PA 19103

Fifth Third Pinnacle Fund-Institutional Shares
----------------------------------------------

Fifth Third Bank 419,410.083 25.95%
Trust and Investment Services C
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Bank 160,754.043 9.95%
Trust and Investment Services R
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Bank 443,724.567 27.46%
Expediter
38 Fountain Square Plaza
Cincinnati, OH 45263

26
<PAGE>

Fifth Third Equity Income Fund-Investment A Shares
--------------------------------------------------

FISERV Securities Inc. 977,651.979 98.95%
Trade House Account Club 53
2005 Market St.
Philadelphia, PA 19103

Fifth Third Equity Income Fund-Investment C Shares
--------------------------------------------------

FISERV Securities Inc. 53,043.065 97.97%
Trade House Account Club 53
2005 Market St.
Philadelphia, PA 19103

Fifth Third Equity Income Fund-Institutional Shares
---------------------------------------------------

Fifth Third Bank 7,413,509.854 93.46%
Trust and Investment Services C
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Balanced Fund-Investment A Shares
---------------------------------------------

FISERV Securities Inc. 5,570,324.084 94.13%
Trade House Account Club 53
2005 Market St.
Philadelphia, PA 19103

Fifth Third Balanced Fund-Investment C Shares
---------------------------------------------

FISERV Securities Inc. 444,398.308 97.13%
Trade House Account Club 53
2005 Market St.
Philadelphia, PA 19103

Fifth Third Balanced Fund-Institutional Shares
----------------------------------------------

Fifth Third Bank 1,479,373.190 15.22%
Trust and Investment Services C
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Bank 3,491,615.490 35.92%
Trust and Investment Services R
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Bank 4,749,863.625 48.86%
Expediter
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Mid Cap Fund-Investment A Shares
--------------------------------------------

FISERV Securities Inc. 1,715,256.570 92.18%
Trade House Account Club 53
2005 Market St.
Philadelphia, PA 19103

Fifth Third Mid Cap Fund-Investment C Shares
--------------------------------------------

FISERV Securities Inc. 53,958.089 100.00%
Trade House Account
2005 Market St.
Philadelphia, PA 19103

27
<PAGE>

<TABLE>
<CAPTION>
Fifth Third Mid Cap Fund-Institutional Shares
---------------------------------------------
<S> <C> <C>

Fifth Third Bank 6,333,862.216 50.77%
Trust and Investment Services C
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Bank 3,626,340.340 29.06%
Trust and Investment Services R
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Bank 2,516,563.672 20.17%
Expediter
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third International Equity Fund-Investment A Shares
---------------------------------------------------------

FISERV Securities 568,464.538 98.91%
Trade House Account
2005 Market Street
Philadelphia, PA 19103

Fifth Third International Equity Fund-Investment C Shares
---------------------------------------------------------

FISERV Securities 19,583.171 87.84%
2005 Market Street
Philadelphia, PA 19103

Donaldson Lufkin Jenrette 1,980.741 8.88%
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-9998

Fifth Third International Equity Fund-Institutional Shares
----------------------------------------------------------

Fifth Third Bank & Investment Services 10,294,057.214 62.93%
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Bank & Investment Services 5,302,899.760 32.42%
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Technology Fund-Investment A Shares
-----------------------------------------------

FISERV Securities Inc. 149,726.004 98.08%
Trade House Account Club 53
2005 Market Street
Philadelphia, PA 19103

Fifth Third Technology Fund-Investment C Shares
-----------------------------------------------

FISERV Securities Inc.
Trade House Account Club 53 2,616.197 99.96%
2005 Market Street
Philadelphia, PA 19103

Fifth Third Technology Fund-Institutional Shares
------------------------------------------------

Fifth Third Bank Trust 940,488.741 34.24%
38 Fountain Square 1090 F2
Cincinnati, OH 45263
</TABLE>

28
<PAGE>

<TABLE>
<S> <C> <C>
Fifth Third Bank Trust 1,796,622.129 65.40%
38 Fountain Square 1090 F2
Cincinnati, OH 45263

Fifth Third Bond Fund for Income-Investment A Shares
----------------------------------------------------

FISERV Securities Inc. 1,148,432.671 46.10%
Trade House Account Club 53
2005 Market St.
Philadelphia, PA 19103

Fifth Third Bond Fund for Income-Investment C Shares
----------------------------------------------------

FISERV Securities Inc. 34,778.587 100.00%
Trade House Account Club 53
2005 Market St.
Philadelphia, PA 19103

Fifth Third Bond Fund for Income-Institutional Shares
-----------------------------------------------------

Fifth Third Bank 16,035,044.216 96.53%
Trust and Investment Services C
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Quality Bond Fund-Investment A Shares
-------------------------------------------------

FISERV Securities Inc. 1,014,720.158 99.84%
Trade House Account Club 53
2005 Market St.
Philadelphia, PA 19103

Fifth Third Quality Bond Fund-Investment C Shares
-------------------------------------------------

FISERV Securities Inc. 76,224.041 100.00%
Trade House Account Club 53
2005 Market St.
Philadelphia, PA 19103

Fifth Third Quality Bond Fund-Institutional Shares
--------------------------------------------------

Fifth Third Bank 11,780,650.979 55.49%
Trust and Investment Services C
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Bank 7,954,677.767 37.47%
Trust and Investment Services R
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Bank 1,381,683.495 6.51%
Expediter
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Government Securities Fund-Investment A Shares
----------------------------------------------------------

FISERV Securities Inc. 307,043.899 99.06%
Trade House Account Club 53
2005 Market St.
Philadelphia, PA 19103

Fifth Third Government Securities Fund-Investment C Shares
----------------------------------------------------------

FISERV Securities Inc. 22,079.906 100.00%
Trade House Account Club 53
2005 Market St.
Philadelphia, PA 19103
</TABLE>

29
<PAGE>

<TABLE>
<S> <C> <C>
Fifth Third Government Securities Fund-Institutional Shares
-----------------------------------------------------------

Fifth Third Bank 2,494,774.778 51.22%
Trust and Investment Securities C
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Bank 1,765,208.855 36.24%
Trust and Investment Securities R
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Bank 610,977.102 12.54%
Expediter
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Municipal Bond Fund-Investment A Shares
---------------------------------------------------

FISERV Securities Inc. 18,993.178 100.00%
Trade House Account Club 53
2005 Market St.
Philadelphia, PA 19103

Fifth Third Municipal Bond Fund-Institutional Shares
----------------------------------------------------

Fifth Third Bank 12,249,933.552 99.37%
Trust and Investment Securities C
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Ohio Tax Free Fund-Investment A Shares
--------------------------------------------------

FISERV Securities Inc. 1,350,580.337 99.85%
Trade House Account Club 53
2005 Market St.
Philadelphia, PA 19103

Fifth Third Ohio Tax Free Fund-Investment C Shares
--------------------------------------------------

FISERV Securities Inc. 99,580.516 99.50%
Trade House Account Club 53
2005 Market St.
Philadelphia, PA 19103

Fifth Third Ohio Tax Free Fund-Institutional Shares
---------------------------------------------------

Fifth Third Bank 17,078,312.851 98.93%
Trust and Investment Services C
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Government Money Market Fund-Investment A Shares
------------------------------------------------------------

Fifth Third Bank Trust Dept 238,199,646.870 90.47%
38 Fountain Square Plaza
Cincinnati, OH 45202

Fifth Third Government Money Market Fund-Institutional Shares
-------------------------------------------------------------

Fifth Third Bank Trust Dept 232,324,173.580 100.00%
38 Fountain Square Plaza
Cincinnati, OH 45202

Fifth Third Prime Money Market Fund-Investment A Shares
-------------------------------------------------------

Fifth Third Bank Trust Dept 201,950,739.040 100.00%
38 Fountain Square Plaza
Cincinnati, OH 45202
</TABLE>

30
<PAGE>

<TABLE>
<S> <C> <C>
Fifth Third Prime Money Market Fund-Institutional Shares
---------------------------------------------------------

Fifth Third Bank Trust Dept 430,539,497.670 95.59%
38 Fountain Square Plaza
Cincinnati, OH 45202

Fifth Third Tax Exempt Money Market Fund-Investment A Shares
------------------------------------------------------------

FISERV Investor Securities Inc. 24,805,398.440 90.82%
Non NSCC House Account
2005 Market St., 14th Floor
Philadelphia, PA 19103

Fifth Third Tax Exempt Money Market Fund-Institutional Shares
-------------------------------------------------------------

Fifth Third Bank 93,775,060.610 100.00%
Trust and Investment Services C
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third U.S. Treasury Money Market Fund-Institutional Shares
----------------------------------------------------------------

Fifth Third Bank Trust Dept 739,988,538.090 85.50%
38 Fountain Square Plaza
Cincinnati, OH 45202

BISYS Fund Services 125,542,260.830 14.50%
3435 Stelzer Rd.
Columbus, OH 43219
</TABLE>

Trustees' Compensation
<TABLE>
<CAPTION>
Aggregate Compensation
Name and Position with Trust from Trust*+
---------------------------- ------------
<S> <C>

Edward Burke Carey, Trustee $7,800
Lee A. Carter, Trustee $7,800
Albert E. Harris, Trustee, Chairman of the Board $9,800
</TABLE>

* 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.

Codes of Ethics

Each of the Trust , Fifth Third Bank, Heartland and Morgan Stanley Asset
Management, Inc., as investment advisor or investment sub-advisor to one or more
Funds, and BISYS, as

31
<PAGE>

distributor of Fund shares, has adopted a code of ethics pursuant to Rule 17j-1
under the 1940 Act. Each code permits personnel subject to the code to invest in
securities that may be purchased or held by the Funds.

INVESTMENT ADVISORY SERVICES

Investment Advisors to the Trust

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

Neither advisor 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 (other than Funds in existence for less than
one year) and the amounts of those fees that were voluntarily waived or
reimbursed by the Advisor for the fiscal years ended July 31, 1999, July 31,
1998, and July 31, 1997 (amounts in thousands):

<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 $ 261 $ 38 $ 228 $ 33 $ 234 $ 46
Quality Bond Fund 680 -- 545 -- 483 --
Ohio Tax Free Bond Fund 1,122 79 980 -- 813 --
Quality Growth Fund 4,920 -- 3,810 -- 2,328 --
Mid Cap Fund 1,753 -- 1,725 -- 1,146 --
Balanced Fund 1,673 -- 1,217 -- 861 --
International Equity Fund 1,634 -- 1,471 -- 1,361 --
Equity Income Fund 1,311 -- 1,088 -- 442 --
Bond Fund For Income 1,369 -- 938 -- 411 --
Municipal Bond Fund 661 -- 591 -- 282 --
Cardinal Fund 1,364* -- n/a n/a n/a n/a
Pinnacle Fund 586 -- 129 -- n/a n/a
Government Money Market Fund 2,789 -- 1,284 52 986 135
Prime Money Market Fund 1,657 83 1,762 88 1,358 139
Tax Exempt Money Market Fund 185 *60 n/a n/a n/a n/a
U.S. Treasury Money Market Fund 3,707 1,298 2,795 978 1,966 655
</TABLE>

_______________
*Reflects operations for the period October 1, 1998 through July 31, 1999.

32
<PAGE>

Sub-advisors

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. Fort Washington Investment Advisors,
Inc. is the Sub-advisor to Ohio Money Market Fund under the terms of a Sub-
advisory Agreement between Fifth Third Bank and Fort Washington Investment
Advisors, Inc. Fort Washington Investment Advisors, Inc. is a subsidiary of The
Western and Southern Life Insurance Company.

Sub-advisory Fees

For its sub-advisory services, each of Morgan Stanley Asset Management,
Inc. and Fort Washington Investment Advisors, Inc. receives an annual sub-
advisory fee paid by the Advisor as described in the prospectus.

For the year ended July 31, 1997, Morgan Stanley Asset Management, Inc.
earned fees from International Equity Fund of $680,483, none of which was
waived. For the year ended July 31, 1998, Morgan Stanley Asset Management, Inc.
earned fees from International Equity Fund of $777,259, none of which was
waived. For the year ended July 31, 1999, Morgan Stanley Asset Management, Inc.
earned fees from International Equity Fund of $735,375, none of which was
waived. As of the date of this SAI, Fort Washington Advisors, Inc. had not
served a full year as sub-advisor to the Ohio Money Market Fund, and thus had
not received one year of fees.

Administrative Services

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

<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 $ 83 $ 46 $ 76 $ 41 $ 55 $ 14
Quality Bond Fund 217 120 180 99 114 30
Ohio Tax Free Fund 358 176 324 142 198 11
Quality Growth Fund 1,079 290 865 100 397 17
Mid Cap Fund 385 156 383 116 192 16
Balanced Fund 367 91 277 116 141 30
International Equity Fund 292 -- 265 -- 166 --
Equity Income Fund 288 75 247 113 85 37
Bond Fund For Income 437 70 310 111 114 50
Municipal Bond Fund 211 116 196 108 77 33
Cardinal Fund 400* 25 n/a n/a n/a n/a
Pinnacle Fund 129 9 22 11 n/a n/a
Government Money Market Fund 1,245 697 582 321 301 84
Prime Money Market Fund 741 372 801 441 426 128
Tax Exempt Money Market Fund 66* 37 n/a n/a n/a n/a
U.S. Treasury Money Market Fund 1,659 927 1,267 699 610 177
</TABLE>

________________
*Reflects operations for the period October 1, 1998 through July 31, 1999.

33
<PAGE>

Fifth Third Bank performs sub-administration services on behalf of each
Fund (other than Funds in existence for less than one year), 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 (Amounts in Thousands):

Year Ended Year Ended Year Ended
Fund Name July 31, 1997 July 31, 1998 July 31, 1999
--------- -------------------------------------------
<S> <C> <C> <C>
Government Securities Fund $ 11 $ 10 $ 12
Quality Bond Fund $ 22 $ 24 $ 31
Ohio Tax Free Fund $ 37 $ 44 $ 51
Quality Growth Fund $ 73 $118 $154
Mid Cap Fund $ 36 $ 53 $ 55
Balanced Fund $ 27 $ 38 $ 52
International Equity Fund $ 34 $ 36 $ 41
Equity Income Fund $ 14 $ 33 $ 41
Bond Fund for Income $ 19 $ 42 $ 62
Municipal Bond Fund $ 13 $ 27 $ 30
Cardinal Fund n/a n/a $ 68
Pinnacle Fund n/a $ 3 $ 18
Government Money Market Fund $ 62 $ 79 $174
Prime Money Market Fund $ 85 $109 $104
Tax Exempt Money Market Fund n/a n/a $ 11
U.S. Treasury Money Market Fund $123 $172 $232
</TABLE>

Custody of Fund Assets

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 approximately $388,000 $449,000 and $510,000
respectively, none of which was waived.

34
<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. The following shows all fees earned by Fifth Third for
providing transfer agency and dividend disbursing agency services, and the
amounts of those fees that were voluntarily waived, for the years ended July 31,
1997, 1998 and 1999 (Amounts in thousands):

<TABLE>
<CAPTION>
Year Ended July 31, Year Ended July 31, Year Ended July 31,
Fund Name 1997 1998 1999
--------- ---------------------------------------------------------------
<S> <C> <C> <C>
Government Securities Fund $14 $12 $ 16
Quality Bond Fund $15 $19 $ 28
Ohio Tax Free Fund $13 $28 $ 44
Quality Growth Fund $25 $25 $ 90
Mid Cap Fund $19 $36 $ 51
Balanced Fund $18 $14 $ 32
International Equity Fund $41 $51 $ 73
Equity Income Fund $ 6 $24 $ 30
Bond Fund for Income $ 7 $22 $ 28
Municipal Bond Fund $ 6 $23 $ 25
Cardinal Fund n/a n/a $ 28
Pinnacle Fund n/a $10 $ 38
Government Money Market Fund $16 $14 $285
Prime Money Market Fund $29 $28 $ 23
Tax Exempt Money Market Fund n/a n/a $ 52
U.S. Treasury Money Market Fund $28 $25 $ 35
</TABLE>

BISYS Fund Services Limited Partnership ("BISYS") serves as the sub-
transfer agent for the Funds. The fee paid for this service is based upon the
level of the Fund's average daily net assets ("asset based fee") plus out-of-
pocket expenses. In the event, the combined net assets of all of the Funds fall
below $3.5 billion at any time during the period, the fee paid shall be the sum
of the asset-based fee and an account-based fee.

BROKERAGE TRANSACTIONS

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

The Advisors and Sub-advisors 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-advisors and may include, advice as to the
advisability of investing in securities, security

35
<PAGE>

analysis and reports, economic studies, industry studies, receipt of quotations
for portfolio evaluations, and similar services.

The Advisors and Sub-advisors 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: Ohio Tax Free Bond,
$2,767 of $2,767 total brokerage commissions paid; Quality Growth, $87,290 of
the $438,887 total brokerage commissions paid; Mid Cap, $44,181 of the $309,794
total brokerage commissions paid; Balanced, $26,749 of the $142,315 total
brokerage commissions paid; Equity Income, $67,699 of the $263,461 total
brokerage commissions paid; Bond Fund for Income, $700 of the $700 total
brokerage commissions paid; Municipal Bond, $2,740 of the $2,740 total brokerage
commissions paid; Cardinal, $196,608 of the $196,608 total brokerage commissions
paid; and Pinnacle, $134,823 of the $134,823 total brokerage commissions paid.

Research services provided by brokers may be used by the Advisors and Sub-
advisors in advising the Funds and other accounts. To the extent that receipt of
these services may supplant services for which the Advisors and Sub-advisors 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-advisors, the
Advisors and Sub-advisors may invest Fund assets in the same securities and at
the same time as they invest assets of other accounts that they manage. When one
of the Funds and one or more other accounts managed by the Advisors and Sub-
advisors 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-advisors to be equitable to each. In 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.

36
<PAGE>

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:

<TABLE>
<CAPTION>
Fund Security Principal/Shares Market Value
---- -------- ---------------- ------------
<S> <C> <C> <C>
Quality Bond Fund Bear Stearns Co., Inc., 6.45% $5,000,000 $4,909,000
due 08/01/02

Balanced Fund Salomon Smith Barney Holdings, $3,000,000 $3,005,000
7.38%, due 05/15/07

T. Rowe Price Associates, Inc. 80,000 $2,800,000
common stock

A.G. Edwards, Inc. 30,000 $ 829,000
common stock

International Equity Deutsche Bank, AG 9,383 $ 595,000
Fund common stock

Equity Income Fund A.G. Edwards, Inc. 78,000 $2,155,000
common stock

Cardinal Fund T. Rowe Price Associates, Inc. 60,000 $2,100,000
common stock

Mid Cap Fund A.G. Edwards, Inc. 170,000 $4,696,000
common stock

T. Rowe Price Associates, Inc. 220,000 $7,700,000
common stock
</TABLE>

Brokerage commissions paid by the Funds (other than Funds that have been in
existence less than one year) in secondary trading are as follows:
<TABLE>
<CAPTION>

Fiscal Year Ended July 31
-------------------------
Fund Name 1997 1998 1999
--------- ---- ---- ----
<S> <C> <C> <C>
Government Securities Fund $ 188 $ 1,250 n/a
Quality Bond Fund $ 5,000 $ 300 n/a
Ohio Tax Free Fund $ 10,180 n/a $ 2,768
Quality Growth Fund $163,020 $495,026 $ 405,47
Mid Cap Fund $ 89,675 $230,000 $313,878
Balanced Fund $ 47,060 $111,172 $145,176
International Equity Fund $178,270 $163,055 $114,330
Equity Income Fund $ 45,890 $156,975 $281,046
Bond Fund For Income n/a $ 625 n/a
Municipal Bond Fund n/a $ 2,000 $ 2,740
Cardinal Fund $ 33,543 $118,629 $231,463
Pinnacle Fund n/a $ 16,967 $141,898
Government Money Market Fund n/a n/a n/a
Prime Money Market Fund n/a n/a n/a
Tax Exempt Money Market Fund n/a n/a n/a
U.S. Treasury Money Market Fund n/a n/a n/a
</TABLE>

PURCHASING SHARES

Shares of the Funds are sold at their net asset value, less any applicable
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 B 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."

37
<PAGE>

Distribution Plan and Administrative Services Agreement (Investment C Shares
Only)

With respect to Investment A Shares, Investment B 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 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 compensate the distributor at the annual rate of up to 0.25% of
the average aggregate net asset value of the Investment A Shares of each
applicable Fund held during the month.

Pursuant to the Plan, with respect to Investment B Shares, the Funds which
offer Investment B Shares, are authorized to compensate the distributor at the
annual rate of up to 1.00% of the average aggregate net asset value of the
Investment B Shares of each applicable Fund held during the month. Investment B
Shares are new and the Funds have not accrued or paid any 12b-1 fees for these
Shares.

Pursuant to the Plan, with respect to Investment C Shares, the Funds are
authorized to compensate the distributor 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 $119,000 pursuant to the Plan.

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

38
<PAGE>

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 $59,000 to Fifth
Third Bank to compensate BHC Securities, Inc. for providing administrative
services to Investment C Shares of the Funds.

Purchases with Proceeds from Redemptions of Unaffiliated Mutual Fund Shares

Investors may purchase Investment A Shares of the Funds at net asset value,
without a sales charge, with the proceeds from the redemption of shares of an
unaffiliated mutual fund that is not a money market or stable net asset value
fund. If the purchase of Investment A Shares is made with proceeds from the
redemption of mutual fund shares that were not sold with a sales charge or
commission, the investor must have held such mutual fund shares for at least 90
days to be eligible for the purchase of Investment A Shares at net asset value.
The purchase must be made within 60 days of the redemption, and the Funds must
be notified by the investor in writing, or by his financial institution, at the
time the purchase is made.

Conversion of Investment B Shares to Investment A Shares

A shareholder's Investment B Shares of the Fund, including all Shares
received as dividends or distributions with respect to such Shares, will
automatically convert to Investment A Shares of the Fund at the end of eight
years following the issuance of such Shares, consequently, they will no longer
be subject to the higher expenses borne by Investment B Shares. The conversion
rate will be determined on the basis of the relative per Share net asset values
of the two classes and may result in a shareholder receiving either a greater or
fewer number of Investment A Shares than the Shares so converted.

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 funds.

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, in the opinion of the Advisor, 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

39
<PAGE>

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.

Payments to Dealers

Financial professionals who sell shares of Fifth Third Funds and
perform services for fund investors may receive sales commissions, annual
fees and other compensation. Such compensation is paid by the Distributor
using money from sales charges, distribution/service (12b-1) fees and its
other resources. From time to time, the Distributor may elect to pay up to
the following amounts:

AMOUNT OF INVESTMENT
INVESTMENT ($) A SHARES
-------------- --------

Under 50,000 3.825%
50,000 but under 100,000 3.40
100,000 but under 150,000 2.55
150,000 but under 250,000 1.70
250,000 but under 500,000 0.85
500,000 and above 0.50*

_________________

* A 1% contingent deferred sales charge shall apply on any portion redeemed
within one year of purchase. Such charge will be applied to the value of
the assets redeemed at the time of purchase or at the time of redemption,
whichever is lower. Payment is available to those financial professionals
with an agreement with the Distributor which provides for such payment. The
Distributor currently imposes no additional conditions on an any financial
professional to amend its agreement with the Distributor to provide for
such payment.

Brokers and agents may charge a transaction fee on the purchase or
sale of shares by shareholders.

REDEEMING SHARES

Shares are redeemed at the next computed net asset value after a Fund
receives the redemption request, less any contingent deferred sales charge.
Redemption procedures are explained in the prospectus under "Redeeming Shares."
Although the Funds do not charge for telephone redemptions, they reserve the
right to charge a fee for the cost of wire-transferred redemptions.

40
<PAGE>

Investment A Shares and Investment C Shares redeemed within one (1) year of
purchase and Investment B Shares redeemed within six (6) years 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 B and/or 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-1 of the Investment
Company Act of 1940 under which the Trust is obligated to redeem Shares for any
one shareholder in cash only up to the lesser of $250,000 or 1% of a Fund's net
asset value during any 90-day period.

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

Postponement of Redemptions

No Fund may suspend the right of redemption or postpone the date of payment
of redemption proceeds for more than seven days, except that (a) it may elect to
suspend the redemption of shares or postpone the date of payment of redemption
proceeds: (1) during any period that the NYSE is closed (other than customary
weekend and holiday closings) or trading on the NYSE is restricted; (2) during
any period in which an emergency exists as a result of which disposal of
portfolio securities is not reasonably practicable or it is not reasonably
practicable to fairly determine the Fund's net asset values; or (3) during such
other periods as the SEC may by order permit for the protection of investors;
and (b) the payment of redemption proceeds may be postponed as otherwise
provided in this Statement of Additional Information.

DETERMINING NET ASSET VALUE

Net asset values of the Funds generally may 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 the
Money Market funds) are determined as follows:

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

41
<PAGE>

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

. 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.

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

42
<PAGE>

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, SEC rules require that a Money Market fund
limit its investments to instruments that, in the opinion of the Trustees or
their delegate, 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 or their
delegate 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 regular trading on the New York Stock Exchange. In computing the net
asset value, the Funds (other than the Money Market Funds) value foreign
securities at the latest closing price on the exchange on which they are traded
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

43
<PAGE>

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.

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 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, Ohio Money Market Fund and the Tax Exempt Money Market 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, Ohio Money Market
Fund and the Tax Exempt Money Market 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, Ohio Money Market Fund and the Tax Exempt Money Market 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, Ohio Money Market 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

44
<PAGE>

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 Money Market 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 advisors regarding the status of their accounts
under state and local tax laws.

Foreign Taxes

Investment income on certain foreign securities in which the Funds (other
than the Money Market Funds) 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.

45
<PAGE>

PERFORMANCE INFORMATION

Total Return (1)
Institutional Shares
Average Annual Total Return
For the Period Ended January 31, 2000
(Unaudited Information)

<TABLE>
<CAPTION>
Since
Fund Name 1 Year 5 Years 10 Years Inception
--------- ----- ------- -------- ---------
<S> <C> <C> <C> <C>
U.S. Government Securities Fund -0.83% 5.57% 5.61% 5.77%
Quality Bond Fund -3.03% 6.01% 6.43% 7.79%
Ohio Tax Free Bond Fund -4.65% 4.67% 4.96% 4.61%
Quality Growth Fund 14.64% 26.78% 18.32% 17.55%
Mid Cap Fund 8.74% 16.50% 14.18% 14.78%
Balanced Fund 7.92% 17.97% 14.36% 15.89%
International Equity Fund 18.15% 13.73% n/a 10.38%
Equity Income Fund -7.21% 17.21% 12.09% 13.91%
Bond Fund for Income -1.44% 5.99% 6.30% 7.96%
Municipal Bond Fund -4.92% 4.06% 4.73% 6.44%
Cardinal Fund 14.85% 23.89% 15.84% 16.03%
Pinnacle Fund 1.05% 25.62% 16.68% 16.25%
Government Money Market Fund 4.66% 5.03% n/a 4.42%
Prime Money Market Fund 4.85% 5.15% 4.90% 5.12%
Tax Exempt Money Market Fund 2.90% 2.78% 2.91% 3.66%
U.S. Treasury Money Market Fund 4.75% 5.14% 4.88% 5.27%
</TABLE>

Investment A Shares
Average Annual Total Returns
For the Period Ended January 31, 2000
(Unaudited Information)

<TABLE>
<CAPTION>
Since
Fund Name 1 Year 5 Years 10 Years Inception
--------- ----- ------- -------- ---------
<S> <C> <C> <C> <C>
U.S. Government Securities Fund -5.51% 4.51% 5.08% 5.39%
Quality Bond Fund -7.67% 4.86% 5.85% 7.44%
Ohio Tax Free Bond Fund -9.13% 3.62% 4.44% 4.22%
Quality Growth Fund 9.27% 25.53% 17.75% 17.21%
Mid Cap Fund 3.60% 15.34% 13.61% 14.41%
Balanced Fund 2.74% 16.81% 13.80% 15.56%
International Equity Fund 12.49% 12.61% n/a 9.38%
Equity Income Fund -11.71% 16.02% 11.52% 13.57%
Bond Fund for Income -6.00% 4.94% 5.77% 7.65%
Municipal Bond Fund -9.42% 3.03% 4.21% 6.14%
Cardinal Fund 8.04% 22.50% 15.19% 15.77%
Pinnacle Fund -3.76% 24.39% 16.11% 15.86%
Government Money Market Fund 4.45% 4.97% n/a 4.35%
Prime Money Market Fund 4.59% 5.08% n/a 4.48%
Tax Exempt Money Market Fund 2.84% 2.78% 2.91% 3.66%
</TABLE>

46
<PAGE>

Investment C Shares
Average Annual Total Return
For the Period Ended January 31, 2000
(Unaudited Information)

<TABLE>
<CAPTION>
Since
Fund Name 1 Year 5 Years 10 Years Inception
------ ------- -------- ---------
<S> <C> <C> <C> <C>
U.S. Government Securities Fund -1.49% 4.91% 5.16% 5.26%
Quality Bond Fund -3.77% 5.41% 6.01% 7.35%
Ohio Tax Free Bond Fund -5.36% 4.07% 4.51% 4.10%
Quality Growth Fund 13.88% 26.09% 17.87% 17.08%
Mid Cap Fund 7.97% 15.87% 13.74% 14.21%
Balanced Fund 7.15% 17.35% 13.93% 15.43%
International Equity Fund 17.23% 13.15% n/a 9.87%
Equity Income Fund -7.88% 16.26% 11.10% 12.87%
Bond Fund for Income -2.18% 5.08% 5.32% 6.93%
Cardinal Fund 12.15% 23.36% 15.59% 15.93%
Pinnacle Fund 0.27% 24.89% 16.34% 16.02%
</TABLE>

______________

(1) Investment B Shares are a new class of Shares, and as of the date of this
prospectus, there is no performance history.

Yield (1)

In addition to total returns, the Funds may advertise yields for each of
the share classes. The 30-day SEC yield for the 30 days ended January 31, 2000
were as follows:

<TABLE>
<CAPTION>
Institutional Shares Investment A Shares Investment C Shares
--------------------- -------------------- --------------------
<S> <C> <C> <C>
U.S. Government Securities Fund 5.63% 5.01% 4.88%
Quality Bond Fund 6.38% 5.90% 5.93%
Ohio Tax Free Bond Fund 4.36% 3.86% 3.60%
Balanced Fund 1.70% 1.39% 0.94%
Bond Fund for Income 6.58% 6.04% 5.81%
Municipal Bond Fund 4.52% 4.07% n/a
</TABLE>
_____________

(1) Investment B Shares are a new class of Shares, and as of the date of this
prospectus, there is no performance history.

For each share class, the yield for a Fund is determined by dividing the
net investment income per share (as defined by the SEC) earned by the Fund over
a thirty-day period by the maximum offering price per share of the Fund on the
last day of the period. This value is then annualized using semi-annual
compounding. This means that the amount of income generated during the thirty-
day period is assumed to be generated each month over a 12-month period and is
reinvested every six months. The yield does not necessarily reflect income
actually earned by the Fund because of certain adjustments required by the SEC
and, therefore, may not correlate to the dividends or other distributions paid
to shareholders.

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

47
<PAGE>

Tax-Equivalent Yield

The Ohio Tax Free Bond Fund, the Ohio Money Market Fund and the Municipal
Bond Fund may also advertise tax-equivalent yield. The tax-equivalent yield for
the Ohio Tax Free Bond Fund for the 30-day period ended January 31, 2000, was
6.84%, while the tax-equivalent yield for the Municipal Bond fund for the 30-day
period ended January 31, 2000, was 7.14%. The tax-equivalent yield of a Fund is
calculated similarly to the yield, but is adjusted to reflect the taxable yield
that the Fund would have had to earn to equal its actual yield, assuming a 39.6%
tax rate and assuming that income is 100% tax-exempt.

Tax Equivalency Table

The Ohio Tax Free Fund, the Ohio Money Market 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 2000
STATE OF OHIO
FEDERAL TAX BRACKET:

15.00% 28.00% 31.00% 36.00% 39.60%

COMBINED FEDERAL AND STATE TAX BRACKET:

19.425% 33.012% 37.650% 43.228% 46.828%

<TABLE>
<CAPTION>
SINGLE $ 1- $26,251- $ 63,551- $132,601- OVER
RETURN 26,250 63,550 132,600 288,350 $288,351
Tax-Exempt Yield Taxable Yield Equivalent
<S> <C> <C> <C> <C> <C>
1.50% 1.86% 2.24% 2.41% 2.64% 2.82%
2.00% 2.48% 2.99% 3.21% 3.52% 3.76%
2.50% 3.10% 3.73% 4.01% 4.40% 4.70%
3.00% 3.72% 4.48% 4.81% 5.28% 5.64%
3.50% 4.34% 5.22% 5.61% 6.17% 6.58%
4.00% 4.96% 5.97% 6.42% 7.05% 7.52%
4.50% 5.58% 6.72% 7.22% 7.93% 8.46%
5.00% 6.21% 7.46% 8.02% 8.81% 9.40%
5.50% 6.83% 8.21% 8.82% 9.69% 10.34%
6.00% 7.45% 8.96% 9.62% 10.57% 11.28%
</TABLE>

The maximum marginal tax rate for each bracket was used in calculating the
taxable yield equivalent. Therefore, there is a possibility that your yield may
be higher than those disclosed in the table. 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.

48
<PAGE>

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 (the "DJIA") represents share prices of selected
blue-chip industrial corporations. The DJIA indicates daily changes in the
average price of stock of these corporations. Because it represents the top
corporations of America, the DJIA 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. EAFE is monitored
by Capital International, S.A., Geneva, Switzerland. (International Equity
Fund)

. Lehman Muni Bond Fund Index is a broad-based total return index comprised of
8,000 Investment grade, fixed rate, tax-exempt, with a remaining maturity of
at least one year, including state and local general obligation, revenue,
insured and pre-refunded bonds and are selected from issues larger than $50
million dated since January 1984. Bonds are added to the index and weights
are updated monthly, with a one month lag.

. 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

49
<PAGE>

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
Government/Corporate Bond Index with maturities between 1 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, 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)

50
<PAGE>

. Merrill Lynch Composite 1-5 Year Treasury Index is comprised of approximately
66 issues of U.S. Treasury securities maturing between 1 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., in the BBB/Baa major rating
category 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., in the BBB/Baa major
rating category 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)

. 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)

51
<PAGE>

. 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 Daily 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, Cardinal,
Pinnacle 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)

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 Report to Shareholders
of the 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.

52
<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.

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

53
<PAGE>

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 1 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.

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.

54
<PAGE>

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.

. 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.