FIFTH THIRD FUNDS, 485BPOS, 2000-05-30

FIFTH THIRD FUNDS
485BPOS, 2000-05-30

Previous: WEITZ SERIES FUND INC, NSAR-B, EX-27.4, 2000-05-30

Next: WILLIAMSBURG INVESTMENT TRUST, NSAR-B, 2000-05-30

<PAGE>

As filed with the Securities and Exchange Commission on May 30, 2000

Registration Nos. 33-24848; 811-5669
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. [_]
Post-Effective Amendment No. 32 [X]

and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

Amendment No. 33 [X]

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

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

(888) 799-5353
(Registrant's Telephone Number, including Area Code)

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

with a copy to:

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

Approximate Date of Proposed Public Offering: As soon as practicable after this
post-effective amendment becomes effective.

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

[X] Immediately upon filing pursuant to [_] On pursuant to paragraph (a)
paragraph (b)

[_] 60 days after filing pursuant to [_] On pursuant to
paragraph (a)(1) paragraph (a)(1)

[_] 75 days after filing pursuant to [_] On pursuant to
paragraph (a)(2) paragraph (a)(2) of
rule 485.

If appropriate, check the following box:

[_] This post-effective amendment designates a new effective date for a
previously-filed post-effective amendment.
================================================================================
<PAGE>

[LOGO OF FIFTH THIRD FUNDS]

[GRAPHIC]

Fifth Third Funds

Investment A Shares

Investment C Shares

Working hard to build your wealth! Technology Fund

----------
Prospectus
June 1, 2000
The Securities and Exchange Commission has not approved or disapproved the
shares described in this prospectus or determined whether this prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.
<PAGE>

Fifth Third Funds Table of Contents
<TABLE>
<S> <C> <C>
Objectives, Strategies and Risks
----------------------------------------------
3 Overview
4 Fifth Third Technology Fund
Shareholder Fees and Fund Expenses
----------------------------------------------
6 Fee Table
7 Expense Example
Additional Information About the Fund's
Investments
----------------------------------------------
8
Fund Management
----------------------------------------------
10 Investment Advisor
10 Portfolio Manager
10 Fund Administration
Shareholder Information
----------------------------------------------
11 Purchasing and Selling Fund Shares
11 Purchasing and Adding to Your Shares
12 Selling Your Shares
13 Exchanging Your Shares
13 Distribution Arrangements/Sales
Charges
16 Dividends and Capital Gains
17 Taxation
----------------------------------------------
Back Cover
----------------------------------------------
Where to learn more about Fifth Third
Funds
</TABLE>

2
<PAGE>

Objectives, Strategies and Risks

Overview

This section provides important information about Fifth Third Technology Fund
(the "Fund"), a separate series of Fifth Third Funds (the "Trust"), including:

. the investment objective

. principal investment strategies

. principal risks, and

. volatility and performance information

The Fund is managed by Fifth Third Bank.

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

3
<PAGE>

Fifth Third Technology Fund
[Graphic]

Fundamental Long-term capital appreciation
Objective

Principal Under normal market conditions, the Fund invests at least
Investment 65% of total assets in the equity securities of U.S. and,
Strategies to a lesser extent, foreign technology companies.

Technology companies are those that are engaged in
developing products, processes or services that provide
technological advances. Those companies may be in any of a
variety of industries, such as computer hardware,
software, electronic components and systems,
telecommunications, Internet, and media and information
services companies. They also may include companies in
more traditional industries, such as certain securities
brokers and consumer products retailers, that have
extensively used technological advances to develop new or
to improve products or processes.

The Fund generally takes a growth approach to selecting
stocks, looking for established companies that appear
poised to grow because of new products, technology or
management, as well as new companies that are in the
developmental stage. Factors in identifying these
companies may include the quality of management, financial
strength, a strong position relative to competitors and a
stock price that appears reasonable relative to its
expected growth rate. The Fund may invest in companies of
any size, including small, high growth companies. The Fund
also may invest in companies whose shares are being, or
recently have been, offered to the public for the first
time.

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

Principal The principal risks of investing in the Fund include the
Investment Risks risks of investing in equity securities, such as the risk
of sudden and unpredictable drops in value or periods of
An investment in lackluster performance.
the Fund is not
a deposit of The Fund, by concentrating in technology stocks, assumes
Fifth Third Bank the risks of holding technology stocks. For example,
or any other technology stocks tend to:
bank and is not
insured or . fluctuate in price more widely and rapidly than the
guaranteed by market as a whole
the FDIC or any
other government . underperform other types of stocks or be difficult to
agency. sell when the economy is not robust, during market
downturns, or when technology stocks are out of favor

. decline in price due to sector specific developments

. be more vulnerable than most stocks to the obsolescence
of existing technology, expired patents, short product
cycles, price competition, market saturation and new
market entrants.

To the extent that the Fund invests in mid cap and small
cap stocks, it takes on additional risks. For instance,
mid cap and small cap stocks tend to be less liquid and
more volatile than large cap stocks. Smaller companies
tend to be unseasoned issuers with new products and less
experienced management.

4
<PAGE>

Fifth Third Technology Fund
[Graphic]

The prices of most growth stocks are based on future
expectations. As a result, those stocks tend to be more
sensitive than value stocks to negative earnings surprises
and changes in internal growth rates. Growth stocks in
particular may underperform during periods when the market
favors value stocks. The Fund's performance may also
suffer if certain stocks do not perform as the portfolio
management team expected.

Through active trading, the fund may have a high portfolio
turnover rate, which can mean higher taxable distributions
and lower performance due to increased brokerage costs.

Volatility and Performance Information

The Fund is a new Fund, and as of the date of this prospectus, it did not have
a performance history.

5
<PAGE>

Shareholder Fees and Fund Expenses

Fee Table

This table describes the fees and expenses that you may pay if you buy and hold
Investment A or Investment C shares of the Fund.

Shareholder fees are paid by you at the time you purchase or sell your shares.
Annual Fund operating expenses are paid out of Fund assets, and are reflected
in the share price. The Fund's fees and expenses are estimates and are based
upon actual operating expenses of other Fifth Third Funds.

<TABLE>
<CAPTION>
Fifth Third
Technology
Fund
A C
Shareholder Fees
<S> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases 4.50% None
---------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on Reinvested Dividends None None
---------------------------------------------------------------------------
Maximum Deferred Sales Load None 1.00%
---------------------------------------------------------------------------
Annual Fund Operating Expenses (as a percentage of average net
assets)
Management fees 1.00% 1.00%
---------------------------------------------------------------------------
Distribution/Service (12b-1) fees/1/ 0.25% 1.00%
---------------------------------------------------------------------------
Other expenses 0.46% 0.46%
---------------------------------------------------------------------------
Total Annual Fund Operating Expenses 1.71% 2.46%
---------------------------------------------------------------------------
</TABLE>
-------------------------------------------------------------------------------
/1/ Certain Service Organizations may receive fees from the Fund in amounts up
to an annual rate of 0.25% of the daily net asset value of the Fund shares
owned by the shareholders with whom the Service Organization has a servicing
relationship.

6
<PAGE>

Shareholder Fees and Fund Expenses

Expense Example

Use the table below to compare fees and expenses with the fees and expenses of
other mutual funds. The table illustrates the amount of your share of Fund fees
and expenses, assuming a $10,000 initial investment, 5% annual return, payment
of maximum sales charges, and the Fund's operating expenses remain the same.
Amounts are presented assuming redemption at the end of each period or no
redemption in the case of Investment C Shares. Because these examples are
hypothetical and for comparison only, actual amounts may be different.

<TABLE>
<CAPTION>
Fifth Third Technology 1 3
Fund Year Years
-----------------------------------
<S> <C> <C>
Investment A Shares $616 $965
-----------------------------------
Investment C Shares
Assuming Redemption $349 $767
Assuming no Redemption $249 $767
-----------------------------------
</TABLE>

7
<PAGE>

Additional Information About The Fund's Investments

The primary investments and investment strategies of the Fund are described
above. Below are descriptions of some additional investments and strategies of
the Fund, some of its risks as well as other risks of investing in the Fund.
The Fund may be invested in any or all of these investments or use any or all
of these strategies, at any one time, and the Fund generally may adjust the
composition of its portfolio as market and economic conditions change.

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

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

Foreign securities are generally more volatile than their
Foreign domestic counterparts, in part because of higher
Securities political and economical risks, the general lack of
reliable information and fluctuations in currency
exchange rates. Those risks are usually higher in less
developed countries.

In addition, foreign securities may be more difficult to
resell and the markets for them less efficient than for
comparable U.S. securities. Even where a foreign security
increases in price in its local currency, the
appreciation may be diluted by the negative effect of
exchange rates when the security's value is converted to
U.S. dollars. Foreign withholding taxes also may apply
and errors and delays may occur in the settlement process
for foreign securities.

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

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

Securities The Fund may seek additional income or fees by lending
Lending portfolio securities to qualified institutions. By
reinvesting any cash collateral it receives in these
transactions, the Fund could realize additional gains or
losses. If the borrower fails to return the securities
and the invested collateral has declined in value, the
Fund could lose money.

8
<PAGE>

Additional Information About The Fund's Investments

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

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

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

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

With some derivatives, whether used for hedging or
speculation, there is also the risk that the counterparty
may fail to honor its contract terms, causing a loss for
the Fund.

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

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

Defensive Investing During unusual market conditions, the Fund may place up
to 100% of total assets in cash or high-quality, short-
term debt securities. To the extent that the Fund does
this, it is not pursuing its goal.

9
<PAGE>

Fund Management

Investment Advisor

Fifth Third Bank, 38 Fountain Square Plaza, Cincinnati, Ohio 45263, serves as
investment advisor to the Fund, and generally is responsible for the daily
management of the Fund and its portfolio. The advisor is a subsidiary of Fifth
Third Bancorp.

As of March 31, 2000, Fifth Third Bank had approximately $22 billion of assets
under management, including approximately $5.2 billion of assets of Fifth Third
Funds.

The annual management fee to be paid by the Fund is 1.00% of average net
assets.

Portfolio Manager

Fifth Third Bank

Steven J. Mygrant has been the co-portfolio manager for the Fund since 2000.
Since 1996, he has been the Director of Equity Analysis at Fifth Third Bank.
Prior to 1996, he was the Director of Equity Research at a large mid-western
bank. He is a member of the Association for Investment Management and Research
and the Cincinnati Society of Security Analysts. He has over 15 years of
investment experience and is a Certified Financial Analyst. Steven earned a
B.S. and MBA from The Ohio State University.

Sunil M. Reddy has been the co-portfolio manager for the Fund since 2000. Since
1997, he has been an Equity Analyst covering semiconductor, semiconductor
equipment, enterprise hardware and software sectors at Fifth Third Bank. Prior
to 1997, he was a portfolio manager at a large mid-western bank. He is a
Chartered Financial Analyst with over 10 years of investment experience and is
a member of the Cincinnati Society of Financial Analysts. Sunil earned a B.S.
in Electrical Engineering from The Ohio State University and a MBA from Case
Western Reserve University.

Fund Administration

BISYS Fund Services Limited Partnership ("BISYS") serves as the administrator
of the Funds. The administrator generally assists in all aspects of the Fund's
administration and operation, including providing the Funds with certain
administrative personnel and services necessary to operate the Funds, such as
legal and accounting services. BISYS provides these at an annual rate as
specified below:

<TABLE>
<CAPTION>
Maximum Average Aggregate Daily
Aministrative Feed Net Assets of the Trust
------------------ -----------------------
<S> <C>
0.20% of the first $1 billion
0.18% of the next $1 billion
0.17% in excess of $2 billion
</TABLE>

BISYS may periodically waive all or a portion of its administrative fee which
will cause the yield of the Fund to be higher than it would otherwise be in the
absence of such a waiver.

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

10
<PAGE>

Shareholder Information

Purchasing And Selling Fund Shares

Pricing Fund Shares

The price of Fund shares is based on the Fund's Net Asset Value (NAV). The
value of each portfolio instrument held by the Fund is determined by using
market prices. Under special circumstances, the Fund may use fair value
pricing, such as when an event occurs after the close of the exchange on which
a Fund's portfolio securities are principally traded, which, in the investment
manager's opinion, has materially affected the price of those securities.

To the extent the NAV is based on determinations of the fair value of the
Fund's portfolio securities, the NAV may reflect what Fifth Third Bank believes
to be the value of those securities rather than what the markets have
determined to be the value. The Fund's NAV is calculated at 4:00 p.m.
Cincinnati time each day the New York Stock Exchange is open for regular
trading and the Federal Reserve Bank of Cleveland is open for business. The
Fund's NAV may change on days when shareholders will not be able to purchase or
redeem Fund shares. The Fund will be closed on those days that Fifth Third Bank
is closed including: New Year's Day, Martin Luther King Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans'
Day, Thanksgiving Day and Christmas.

Purchasing And Adding To Your Shares

You may purchase shares on days when the New York Stock Exchange is open for
regular trading and the Federal Reserve Bank of Cleveland is open for business.
Your purchase price will be the next NAV after your purchase order, completed
application and full payment have been received by the Fund or its transfer
agent, less any applicable sales charge. All orders must be received by the
Fund or its transfer agent prior to 4:00 p.m. Cincinnati time in order to
receive that day's NAV.

You may purchase Investment A and Investment C shares through Fifth Third
Securities, Inc. as well as broker-dealers and financial institutions which
have a sales agreement with the distributor of Fund shares. In order to
purchase Investment A or Investment C shares through Fifth Third Securities,
Inc. or another financial institution, you must open an account with that
institution. That account will be governed by its own rules and regulations,
which may be more stringent than the rules and regulations governing an
investment in the Fund, and you should consult your account documents for full
details. Your shares in the Fund will be held in an omnibus account in the name
of that institution.

The entity through which you are purchasing your shares is responsible for
transmitting orders to the Fund by 4:00 p.m. Cincinnati time and it may have an
earlier cut-off time for purchase requests. Consult that entity for specific
information.

Minimum The minimum initial investment in Investment A shares or
Investments Investment C shares of the Fund offered by this Prospectus
is $1,000. Subsequent investments must be in amounts of at
least $50.

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

For details, contact the Trust toll-free at 1-888-799-5353
or write to: Fifth Third Funds, c/o Fifth Third Bank, 38
Fountain Square Plaza, Cincinnati, Ohio 45263.

The Fund may reject a purchase
order for any reason.

Systematic You may make monthly systematic investments in Investment
Investment A shares of the Fund from your bank account. There is no
Program minimum amount required for initial amounts invested into
the Fund. You may elect to make systematic investments on
the 1st or 15th of each month, or both. If the 1st or 15th
of a month is not a day on which the Fund is open for
business, the purchase will be made on the previous day
the Fund is open for business. Please contact Fifth Third
Securities, Inc. or your financial institution for more
information.

11
<PAGE>

Shareholder Information

Avoid 31% Tax Withholding

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

Selling Your Shares

You may sell your shares on days when the New York Stock Exchange is open for
regular trading and the Federal Reserve Bank of Cleveland is open for business.
In determining the sale price, the Fund will use the next NAV after your sell
order is received by the Fund, its transfer agent, or your investment
representative, less any applicable contingent deferred sales charge. All
orders must be received by the Fund or its transfer agent prior to the time the
Fund calculates its NAV in order to receive that day's NAV. If your order has
been received by the Fund prior to the time the Fund calculates its NAV, and
your shares have been sold you will not receive the dividend declared for that
day. Normally you will receive your proceeds within a week after your request
is received.

You may sell Investment A shares through Fifth Third Securities, Inc. or the
financial institution through which you purchased them.

The entity through which you are selling your shares is responsible for
transmitting the order to the Fund, and it may have an earlier cut-off for sale
requests. Consult that entity for specific information. If your sell order has
been received by the Fund prior to the time designated by the Fund for
receiving orders on a specific day, you will not receive the dividend declared
for that day.

Systematic Withdrawal Plan

You may make automatic withdrawals on a monthly, quarterly or annual basis on
the first day of that period that the Fund is open for business. Please contact
Fifth Third Securities, Inc. or your financial institution for more
information.

Postponement of Redemption Payments

The Fund may delay sending to you redemption proceeds for up to 7 days, or
longer if permitted by the SEC. If you experience difficulty making a telephone
redemption during periods of drastic economic or market change, you can send to
the Fund your request by regular mail to: Fifth Third Funds, P.O. Box 182706,
Columbus, Ohio 43218-2706, or by express mail to: Fifth Third Funds, c/o BISYS
Fund Services, 3435 Stelzer Road, Columbus, Ohio 43219-3035.

12
<PAGE>

Shareholder Information

Exchanging Your Shares

You may exchange If exchanging shares through Fifth Third Securities, Inc.
your Fund shares or your financial institution, ask it for exchange
for the same procedures or call 1-888-799-5353.
class of shares
of any other Notes on exchanges
Fifth Third Fund.
No transaction To prevent disruption in the management of the Fund,
fees are charged market timing strategies and frequent exchange activity
for exchanges. Be may be limited by the Fund. Although not anticipated, the
sure to read the Fund may reject exchanges, or change or terminate rights
Prospectus to exchange shares at any time.
carefully of any
Fund into which When exchanging from a Fund that has no sales charge or a
you wish to lower sales charge to a Fund with a higher sales charge,
exchange shares. you will pay the difference.

You must meet the Shares of the new Fund must be held in the same account
minimum name, with the same registration and tax identification
investment numbers, as the shares of the old Fund.
requirements for
the Fund into The Exchange Privilege (including automatic exchanges)
which you are may be changed or eliminated at any time.
exchanging.
Exchanges from The exchange privilege is available only in states where
one Fund to shares of the Fund may be sold.
another are
taxable for All exchanges are based on the relative net asset value
investors subject next determined after the exchange order is received by
to federal or the Fund.
state income
taxation. These
procedures apply
only to exchanges
between existing
accounts.

Automatic
Exchanges

You can use the
Funds' Automatic
Exchange feature
to purchase
shares of the
Funds at regular
intervals through
regular,
automatic
redemptions from
a Fund. To
participate in
the Automatic
Exchange Program
or to change the
Automatic
Exchange
instructions on
an existing
account, contact
Fifth Third
Securities, Inc.
or your financial
institution.

Distribution This section describes the sales charges and fees you
Arrangements/ will pay as an investor in different share classes
Sales Charges offered by the Fund and ways to qualify for reduced sales
charges.

<TABLE>
<CAPTION>
Investment A Investment C
<S> <C> <C>
Sales Charge (Load) Front-end No front-end
sales charge; sales charge.
reduced sales A contingent
charges deferred sales
available. charge (CDSC)
will be
imposed on
shares
redeemed
within 12
months after
purchase;

Distribution/Service Subject to Subject to
(12b-1) Fee annual annual
distribution distribution
and and
shareholder shareholder
servicing fees servicing fees
of up to 0.25% of up to 1.00%
of the Fund's of the Fund's
assets. assets.

Fund Expenses Lower annual Higher annual
expenses than expenses than
Investment C Investment A
shares. shares.
</TABLE>

13
<PAGE>

Shareholder Information

Calculation of Sales Charges

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

The current sales charge rates are as follows:

<TABLE>
<CAPTION>
Sales Charge Sales Charge
as a % of as a % of
Your Investment Offering Price Your Investment
<S> <C> <C>
Less than $50,000 4.50% 4.71%
---------------------------------------------------------------
$ 50,000 but less than
$100,000 4.00% 4.17%
---------------------------------------------------------------
$100,000 but less than
$150,000 3.00% 3.09%
---------------------------------------------------------------
$150,000 but less than
$250,000 2.00% 2.04%
---------------------------------------------------------------
$250,000 but less than
$500,000 1.00% 1.01%
---------------------------------------------------------------
$500,000 or more 0.00% 0.00%
---------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
Sales Charge Sales Charge
as a % of as a % of
Your Investment Offering Price Your Investment
<S> <C> <C>
Less than $50,000 3.97% 4.13%
---------------------------------------------------------------
$ 50,000 but less than
$100,000 3.47% 3.59%
---------------------------------------------------------------
$100,000 but less than
$150,000 2.47% 2.53%
---------------------------------------------------------------
$150,000 but less than
$250,000 1.47% 1.49%
---------------------------------------------------------------
$250,000 but less than
$500,000 0.47% 0.47%
---------------------------------------------------------------
$500,000 and above 0.00% 0.00%
---------------------------------------------------------------
</TABLE>

If you purchase $500,000 or more of Investment A shares
and do not pay a sales charge, and you sell any of those
shares before the first anniversary of purchase, you will
pay a 1% contingent deferred sales charge, or CDSC, in
the portion redeemed at the time of redemption. The CDSC
will be based upon the lowest of the NAV at the time of
purchase and the NAV at the time of redemption. In any
sales, certain shares not subject to the CDSC (i.e.,
shares purchased with reinvested dividends or
distributions) will be redeemed first followed by shares
subject to the lowest CDSC (typically shares held for the
longest time).

Sales Charge You may qualify for reduced sales charges under the
Reductions following circumstances.

. Letter of Intent. You inform the Fund in writing that
you intend to purchase at least $50,000 of Investment A
Shares over a 13-month period to qualify for a reduced
sales charge. You must include up to 4.5% of the total
amount you intend to purchase with your letter of

14
<PAGE>

Shareholder Information

intent. Shares purchased under the non-binding Letter of
Intent will be held in escrow until the total investment
has been completed. In the event the Letter of Intent is
not completed, sufficient escrowed shares will be
redeemed to pay any applicable front-end sales charges.
. Rights of Accumulation. When the value of shares you
already own plus the amount you intend to invest
reaches the amount needed to qualify for reduced sales
charges, your added investment will qualify for the
reduced sales charge.
. Combination Privilege. Combine accounts of multiple
Funds (excluding the Money Market Fund) or accounts of
immediate family household members (spouse and children
under 21) to achieve reduced sales charges.

Sales Charge The following transactions qualify for waivers of sales
Waivers charges that apply to Investment A shares:

. Shares purchased by investment representatives through
fee-based investment products or accounts.
. Reinvestment of distributions from a deferred
compensation plan, agency, trust, or custody account
that was maintained by the Advisor or its affiliates or
invested in any Fifth Third Fund.
. Shares purchased for trust or other advisory accounts
established with the Advisor or its affiliates.
. Shares purchased by directors, trustees, employees, and
family members of the Advisor and its affiliates and
any organization that provides services to the Fund;
retired Fund trustees; dealers who have an agreement
with the Distributor; and any trade organization to
which the Advisor or the Administrator belongs.
. Shares purchased in connection with 401(k) plans,
403(b) plans and other employer-sponsored qualified
retirement plans, "wrap" type programs, non-
transactional fee fund programs, and programs offered
by fee-based financial planners and other types of
financial institutions (including omnibus service
providers).
. Distributions from Qualified Retirement Plans. There
also is no sales charge for Fund shares purchased with
distributions from qualified retirement plans or other
trusts administered by Fifth Third Bank.

Investment C Class C shares are offered at NAV, without any up-front
Shares sales charge. Therefore, all the money you send to the
Funds is used to purchase Fund shares. If you sell your
Investment C shares before the first anniversary of
purchase, however, you will pay a 1% contingent deferred
sales charge or CDSC, at the time of redemption. The CDSC
will be based upon the lower of the NAV at the time of
purchase and the NAV at the time of redemption. In any
sale, certain shares not subject to the CDSC (i.e.,
shares purchased with reinvested dividends or
distributions) will be redeemed first, followed by shares
subject to the lowest CDSC (typically shares held for the
longest time).

15
<PAGE>

Shareholder Information

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

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

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

. Investment A shares may pay a 12b-1 fee of up to 0.25%
of the average daily net assets of a Fund.
. Investment C shares pay a 12b-1 fee of up to 1.00% of
the average daily net assets of the applicable Fund.
The Distributor may use up to 0.25% of the 12b-1 fee
for shareholder servicing and up to 0.75% for
distribution. This will cause expenses for Investment C
shares to be higher and dividends to be lower than for
Investment A shares. The higher 12b-1 fee on Investment
C shares, together with the CDSC, help the Distributor
sell Investment C shares without an "up-front" sales
charge. In particular, these fees help to defray the
Distributor's costs of advancing brokerage commissions
to investment representatives.

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

Dealers BISYS, the distributor of Fund shares, in its discretion,
Incentives may pay all dealers selling Investment A shares all or a
portion of the sales charges it normally retains.

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

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

Dividends, if any, are declared and paid quarterly.
Capital gains, if any, are distributed at least annually.

16
<PAGE>

Shareholder Information

Taxation

Federal Income Tax

The Fund expects to distribute substantially all of its investment income
(including net capital gains and tax-exempt interest income, if any) to its
shareholders. Unless otherwise exempt or as discussed below, shareholders are
required to pay federal income tax on any dividends and other distributions,
including capital gains distributions received. This applies whether dividends
and other distributions are received in cash or as additional shares.
Distributions representing long-term capital gains, if any, will be taxable to
shareholders as long-term capital gains no matter how long the shareholders
have held the shares. No federal income tax is due on any dividend earned in an
IRA or qualified retirement plan until distributed.

This is a brief summary of certain federal income tax consequences relating to
an investment in the Fund, and shareholders are urged to consult their own tax
advisors regarding the taxation of their investments under federal, state and
local laws.

17
<PAGE>

Addresses
--------------------------------------------------------------------------------

Fifth Third Technology Fund Fifth Third Funds
c/o Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263

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

Investment Advisor Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263

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

Custodian, Transfer Agent, Dividend Disbursing
Agent, and Sub-Administrator Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263

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

Distributor and Administrator BISYS Fund Services L.P.
3435 Stelzer Road
Columbus, Ohio 43219

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

Independent Auditors Arthur Andersen LLP
Suite 1500
425 Walnut Street
Cincinnati, Ohio 45202

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

<PAGE>

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

Annual/Semiannual Reports (Reports):
The Fund's annual and semi-annual reports to shareholders contain additional
information on the Fund's investments.

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

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

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

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

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

You can review the Annual and Semi-Annual Reports and the SAI at the Public
Reference Room of the Securities and Exchange Commission. You can get copies:
. For a fee, by writing the Public Reference Section of the Commission,
Washington, D.C. 20549-0102, or calling 1-202-942-8090, or by electronic
request, by emailing the SEC at the following address: [email protected].
. At no charge from the Commission's Website at http://www.sec.gov.

[LOGO OF FIFTH THIRD FUNDS]

65-2589 6/00 Investment Company Act file no. 811-5669

<PAGE>

[LOGO OF FIFTH THIRD FUNDS]

[GRAPHIC] TECHNOLOGY FUND

Fifth Third Funds

Institutional Shares

Working hard to build your wealth!

----------------
Prospectus
June 1, 2000

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

<TABLE>
<S> <C> <C>
Fifth Third Funds Table of Contents
Objectives, Strategies and Risks
------------------------------------------------------------
3 Overview
4 Fifth Third Technology Fund
Shareholder Fees and Fund Expenses
------------------------------------------------------------
6 Fee Table
7 Expense Example
Additional Information About the Fund's
Investments
------------------------------------------------------------
8
Fund Management
------------------------------------------------------------
10 Investment Advisor
10 Portfolio Manager
10 Fund Administration
Shareholder Information
------------------------------------------------------------
11 Purchasing and Selling Fund Shares
11 Purchasing and Adding to Your Shares
12 Selling Your Shares
13 Exchanging Your Shares
13 Dividends and Capital Gains
13 Taxation
------------------------------------------------------------
Back Cover
------------------------------------------------------------
Where to learn more about Fifth Third
Funds
</TABLE>

2
<PAGE>

Objectives, Strategies and Risks

Overview

This section provides important information about Fifth Third Technology Fund
(the "Fund"), a separate series of Fifth Third Funds (the "Trust"), including:

. the investment objective

. principal investment strategies

. principal risks, and

. volatility and performance information

The Fund is managed by Fifth Third Bank.

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

3
<PAGE>

Fifth Third Technology Fund
[GRAPHIC]

Fundamental Long-term capital appreciation
Objective

Principal Under normal market conditions, the Fund invests at least
Investment 65% of total assets in the equity securities of U.S. and,
Strategies to a lesser extent, foreign technology companies.

Technology companies are those that are engaged in
developing products, processes or services that provide
technological advances. Those companies may be in any of a
variety of industries, such as computer hardware,
software, electronic components and systems,
telecommunications, Internet, and media and information
services companies. They also may include companies in
more traditional industries, such as certain securities
brokers and consumer products retailers that have
extensively used technological advances to develop new or
to improve products or processes.

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

Principal The principal risks of investing in the Fund include the
Investment Risks risks of investing in equity securities, such as the risk
of sudden and unpredictable drops in value or periods of
An investment in lackluster performance.
the Fund is not
a deposit of The Fund, by concentrating in technology stocks, assumes
Fifth Third Bank the risks of holding technology stocks. For example,
or any other technology stocks tend to:
bank and is not
insured or .fluctuate in price more widely and rapidly than the
guaranteed by market as a whole
the FDIC or any
other government . underperform other types of stocks or be difficult to
agency. sell when the economy is not robust, during market
downturns, or when technology stocks are out of favor

. decline in price due to sector specific developments

. be more vulnernable than most stocks to the obsolescence
of existing technology, expired patents, short product
cycles, price competition, market saturation and new
market entrants.

4
<PAGE>

Fifth Third Technology Fund
[GRAPHIC]

Through active trading, the fund may have a high portfolio
turnover rate, which can mean higher taxable distributions
and lower performance due to increased brokerage costs.

Volatility and Performance Information

The Fund is a new Fund, and as of the date of this prospectus, it did not have
a performance history.

5
<PAGE>

Shareholder Fees and Fund Expenses

Fee Table

This table describes the fees and expenses that you may pay if you buy and hold
Institutional shares of the Fund.

<TABLE>
<CAPTION>
Institutional
Shares
Shareholder Fees
<S> <C>
Maximum Sales Charge (Load) Imposed on Purchases None
--------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on Reinvested Dividends None
--------------------------------------------------------------------------
Maximum Deferred Sales Load None
--------------------------------------------------------------------------
Annual Fund Operating Expenses
(as a percentage of average
net assets)
Management fees 1.00%
--------------------------------------------------------------------------
Distribution (12b-1) fees None
--------------------------------------------------------------------------
Other expenses 0.46%
--------------------------------------------------------------------------
Total Annual Fund
Operating Expenses 1.46%
--------------------------------------------------------------------------
</TABLE>

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

6
<PAGE>

Shareholder Fees and Fund Expenses

Expense Example

Use the table below to compare fees and expenses with the fees and expenses of
other mutual funds. The table illustrates the amount of your share of Fund fees
and expenses, assuming a $10,000 initial investment, 5% annual return, payment
of maximum sales charges, and the Fund's operating expenses remain the same.
Because these examples are hypothetical and for comparison only, actual amounts
may be different.

<TABLE>
<CAPTION>
Fifth Third 1 3
Technology Fund Year Years
--------------------------------
<S> <C> <C>
Institutional Shares $149 $462
--------------------------------
</TABLE>

7
<PAGE>

Additional Information About the Fund's Investments

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

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

Foreign Foreign securities are generally more volatile than their
Securities domestic counterparts, in part because of higher political
and economical risks, the general lack of reliable
information and fluctuations in currency exchange rates.
Those risks are usually higher in less developed
countries.

In addition, foreign securities may be more difficult to
resell and the markets for them less efficient than for
comparable U.S. securities. Even where a foreign security
increases in price in its local currency, the appreciation
may be diluted by the negative effect of exchange rates
when the security's value is converted to U.S. dollars.
Foreign withholding taxes also may apply and errors and
delays may occur in the settlement process for foreign
securities.

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

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

Securities The Fund may seek additional income or fees by lending
Lending portfolio securities to qualified institutions. By
reinvesting any cash collateral it receives in these
transactions, the Fund could realize additional gains or
losses. If the borrower fails to return the securities and
the invested collateral has declined in value, the Fund
could lose money.

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

8
<PAGE>

Additional Information About the Fund's Investments

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

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

With some derivatives, whether used for hedging or
speculation, there is also the risk that the counterparty
may fail to honor its contract terms, causing a loss for
the Fund.

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

Defensive During unusual market conditions, the Fund may place up to
Investing 100% of total assets in cash or high-quality, short-term
debt securities. To the extent that the Fund does this, it
is not pursuing its goal.

9
<PAGE>

Fund Management

Investment Advisor

As of March 31, 2000, Fifth Third Bank had approximately $22 billion of assets
under management, including approximately $5.2 billion of assets of Fifth Third
Funds.

The annual management fee to be paid by the Fund is 1.00% of average net
assets.

Portfolio Manager

Fifth Third Bank

Fund Administration

<TABLE>
<CAPTION>
Maximum Average Aggregate Daily
Administrative Fee Net Assets of the Trust
------------------ -----------------------
<S> <C>
0.20% of the first $1 billion
0.18% of the next $1 billion
0.17% in excess of $2 billion
</TABLE>

BISYS may periodically waive all or a portion of its administrative fee which
will cause the yield of the Fund to be higher than it would otherwise be in the
absence of such a waiver.

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

10
<PAGE>

Shareholder Information

Purchasing and Selling Fund Shares

Pricing Fund Shares

The price of Fund shares is based on the Fund's Net Asset Value (NAV). The
value of each portfolio instrument held by the Fund usually is determined using
market prices. Under special circumstances, the Fund may use fair value
pricing, such as when an event occurs after the close of the exchange on which
a Fund's portfolio securities are principally traded, which, in the investment
manager's opinion, has materially affected the price of those securities.

Purchasing and Adding to Your Shares

You may purchase shares on days when the New York Stock Exchange is open for
regular trading and the Federal Reserve Bank of Cleveland is open for business.
Your purchase price will be the next NAV after your purchase order, completed
application and full payment have been received by the Fund or its transfer
agent. All orders must be received by the Fund or its transfer agent prior to
4:00 p.m. Cincinnati time in order to receive that day's NAV.

Institutional Shares only may be purchased through the Trust and Investment
Department of Fifth Third Bank, Fifth Third Securities, Inc.--Institutional
Investment Division, qualified employee retirement plans subject to minimum
requirements that may be established by the distributor of Fund shares, or
broker-dealers, investment advisers, financial planners or other financial
institutions which have an agreement with Fifth Third Bank to place trades for
themselves or their clients for a fee. In order to purchase Institutional
shares through one of those entities, you must have an account with it. That
account will be governed by its own rules and regulations, which may be more
stringent than the rules and regulations governing an investment in the Fund,
and you should consult your account documents for full details. Your shares in
the Fund may be held in an omnibus account in the name of that institution.

The entity through which you are purchasing your shares is responsible for
transmitting the order to the Fund, and it may have an earlier cut-off time for
purchase requests. Consult that entity for specific information. If your
purchase order has been received by the Fund prior to the time designated by
the Funds for receiving orders, you will receive the dividend declared for that
day.

Minimum Investments

The minimum initial investment in Institutional shares of
the Fund offered by this Prospectus is $1,000. Subsequent
investments must be in amounts of at least $50. An
institutional investor's minimum investment will be
calculated by combining all accounts it maintains with the
Fifth Third Funds.

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

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

The Fund may reject a purchase order for any reason.

11
<PAGE>

Shareholder Information

Avoid 31% Tax Withholding

Selling Your Shares

You may sell your shares on days when the New York Stock Exchange is open for
regular trading and the Federal Reserve Bank of Cleveland is open for business.
In determining the sale price, the Fund will use the next NAV after your sell
order is received by the Fund, its transfer agent, or your investment
representative. All orders must be received by the Fund or its transfer agent
prior to the time the Fund calculates its NAV in order to receive that day's
NAV. If your order has been received by the Fund prior to the time the Fund
calculates its NAV, and your shares have been sold you will not receive the
dividend declared for that day. Normally you will receive your proceeds within
a week after your request is received.

In order to sell your shares, call the Trust and Investment Department at Fifth
Third Bank, Fifth Third Securities, Inc.--Institutional Investment Division,
the sponsor of your qualified employee retirement plan or the broker-dealer,
investment adviser, financial planner or other institution through which you
purchased your shares.

Postponement of Redemption Payments

The Fund may delay sending to you redemption proceeds for up to 7 days, or
longer if permitted by the SEC. If you experience difficulty making a telephone
redemption during periods of drastic economic or market change, you can send to
the Fund your request to: Fifth Third Funds, 38 Fountain Square Plaza,
Cincinnati, Ohio 45263.

Closing of Small Accounts

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

12
<PAGE>

Shareholder Information

Exchanging Your Shares

You may exchange Instructions for Exchanging Shares
your Fund shares
for Institutional To exchange your shares, call the Trust and Investment
shares of any Department at Fifth Third Bank, Fifth Third Securities,
other Fifth Third Inc.--Institutional Investment Division, the sponsor of
Fund. No your qualified employee retirement plan or the broker-
transaction fees dealer, investment adviser, financial planner or other
are charged for institution through which you purchased your shares for
exchanges. Be exchange procedures or call 1-888-799-5353.
sure to read the
Prospectus Notes on Exchanges
carefully of any
Fund into which To prevent disruption in the management of the Fund,
you wish to market timing strategies and frequent exchange activity
exchange shares. may be limited by the Fund. Although not anticipated, the
Fund may reject exchanges, or change or terminate rights
You must meet the to exchange shares at any time.
minimum
investment Shares of the new Fund must be held under the same
requirements for account name, with the same registration and tax
the Fund into identification numbers, as shares of the old Fund.
which you are
exchanging. The Exchange Privilege (including automatic exchanges)
Exchanges from may be changed or eliminated at any time.
one Fund to
another are The exchange privilege is available only in states where
taxable for shares of the Fund may be sold.
investors subject
to federal or All exchanges are based on the relative net asset value
state income next determined after the exchange order is received by
taxation. the Fund.

Dividends and Capital Gains

All dividends and capital gains will be automatically reinvested unless you
request otherwise. You can receive them in cash or by electronic funds transfer
to your bank account if you are not a participant in an IRA account or in a tax
qualified plan. There are no sales charges for reinvested distributions.

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

Dividends, if any, are declared and paid quarterly. Capital gains, if any, are
distributed at least annually.

Taxation

Federal Income Tax

13
<PAGE>

Addresses
--------------------------------------------------------------------------------

Fifth Third Techology Fund Fifth Third Funds
c/o Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263

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

Investment Advisor Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263

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

Custodian, Transfer Agent, Dividend
Disbursing Agent, and Sub-Administrator Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263

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

Distributor and Administrator BISYS Fund Services L.P.
3435 Stelzer Road
Columbus, Ohio 43219

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

Independent Auditors Arthur Andersen LLP
Suite 1500
425 Walnut Street
Cincinnati, Ohio 45202

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

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

Annual/Semiannual Reports (Reports):
The Fund's annual and semi-annual reports to shareholders contain additional
information on the Fund's investments.

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

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

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

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

[LOGO OF FIFTH THIRD FUNDS]

65-2588 06/00 Investment Company Act file no. 811-5669.
<PAGE>

[LOGO OF FIFTH THIRD FUNDS]

[GRAPHIC]

OHIO TAX EXEMPT MONEY MARKET FUND

Fifth Third Funds

Investment A Shares

Working hard to build your wealth!

----------
Prospectus
June 1, 2000

<PAGE>

Fifth Third Funds Table of Contents
<TABLE>
<CAPTION>
Objectives, Strategies and Risks
--------------------------------------------------
<S> <C>
3 Overview
4 Fifth Third Ohio Tax Exempt Money
Market Fund
Shareholder Fees and Fund Expenses
--------------------------------------------------
6 Fee Table
7 Expense Example
Additional Information About The Fund's
Investments
--------------------------------------------------
8
Fund Management
--------------------------------------------------
10 Investment Advisor and Subadvisor
10 Fund Administration
Shareholder Information
--------------------------------------------------
11 Purchasing and Selling Fund Shares
11 Purchasing and Adding to Your Shares
12 Selling Your Shares
13 Exchanging Your Shares
14 Distribution Arrangements/Sales
Charges
14 Dividends and Capital Gains
14 Taxation
Back Cover
--------------------------------------------------
Where to learn more about Fifth Third
Funds
</TABLE>

2
<PAGE>

Objectives, Strategies And Risks

Overview

This section provides important information about Fifth Third Ohio Tax Exempt
Money Market Fund, (the "Fund"), a separate series of Fifth Third Funds (the
"Trust"), including:

. the investment objective

. principal investment strategies

. principal risks, and

. volatility and performance information

The Fund is managed by Fifth Third Bank. Fort Washington Investment Advisors,
Inc. serves as investment subadvisor to the Fund.

3
<PAGE>

Fifth Third Ohio Tax Exempt Money Market Fund

[GRAPHIC]

Fundamental Current income, exempt from federal income tax and the
Objective personal income tax imposed by the State of Ohio and Ohio
municipalities, while maintaining liquidity and stability
of principal.

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

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

. general obligation bonds where principal and interest
are paid from general tax revenues received by the
issuer;

. revenue bonds, where principal and interest are paid
only from the revenues received from one or more public
projects or special excise taxes. These bonds tend to
be issued in connection with the financing of
infrastructure projects, such as toll roads and housing
projects, and they are not general obligations of the
issuer;

. industrial development bonds, where principal and
interest are paid only from revenues received from
privately-operated facilities. Generally, these bonds
are issued in the name of a public finance authority to
finance infrastructure to be used by a private entity.
However, they are general obligations of the private
entity, not the issuer.

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

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

4
<PAGE>

Fifth Third Ohio Tax Exempt Money Market Fund

[GRAPHIC]

base, tends to be more cyclical than in other states and
in the nation as a whole.

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

The Fund is a non-diversified fund. As a result, the Fund
could be significantly affected by the performance of a
limited number of securities or the financial condition of
a limited number of issuers.

Volatility and Performance Information

The Fund is a new Fund, and as of the date of this prospectus it did not have a
performance history.

5
<PAGE>

Shareholder Fees and Fund Expenses

Fee Table

This table describes the fees and expenses that you may pay if you buy and hold
Investment A Shares of the Fund.

<TABLE>
<CAPTION>
Investment A
Shares
Shareholder Fees
<S> <C>
Maximum Sales Charge (Load) Imposed on Purchases None
-------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on Reinvested Dividends None
-------------------------------------------------------------------------
Maximum Deferred Sales Load None
-------------------------------------------------------------------------
Annual Fund Operating Expenses
(as a percentage of average net assets)
Management fees 0.40%
-------------------------------------------------------------------------
Distribution/Service (12b-1) fees 0.25%
-------------------------------------------------------------------------
Other expenses 0.25%
-------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.90%
-------------------------------------------------------------------------
</TABLE>
---------------------------------------------------------

6
<PAGE>

Shareholder Fees and Fund Expenses

Expense Example

Use the table below to compare fees and expenses with the fees and expenses of
other mutual funds. The table illustrates the amount of your share of Fund fees
and expenses, assuming a $10,000 initial investment, 5% annual return, payment
of maximum sales charges, and the Fund's operating expenses remain the same.
Amounts are presented assuming redemption at the end of each period. Because
these examples are hypothetical and for comparison only, actual amounts may be
different.

<TABLE>
<CAPTION>
Fifth Third Ohio
Tax Exempt 1 3
Money Market Fund Year Years
----------------------------
<S> <C> <C>
Investment A Shares $92 $287
-----------------------------
</TABLE>

7
<PAGE>

Additional Information About the Fund's Investments

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

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

Securities The Fund may seek additional income or fees by lending
Lending portfolio securities to qualified institutions. By
reinvesting any cash collateral it receives in these
transactions, the Fund could realize additional gains or
losses. If the borrower fails to return the securities and
the invested collateral has declined in value, the Fund
could lose money.

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

8
<PAGE>

Additional Information About the Fund's Investments

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

Loan The loan participation interests in which the Fund may
Participations invest represent pro rata undivided interests in an
underlying bank loan. The bank selling a participation
interest generally acts as a mere conduit between its
borrower and the purchasers of interests in the loan. The
purchaser of an interest generally does not have recourse
against the bank in the event of a default on the
underlying loan. Therefore, the credit risk associated
with such instruments is governed by the creditworthiness
of the underlying borrowers and not by the banks selling
the interests. Loan participation interests that cannot be
sold within a seven-day period are deemed by the Fund's
investment advisor to be illiquid investments.

9
<PAGE>

Fund Management

Investment Advisor and Subadvisor

Fifth Third Bank, 38 Fountain Square Plaza, Cincinnati, Ohio 45263, serves as
investment advisor to the Fund, and generally is responsible for the daily
management of the Fund. Fifth Third Bank is a subsidiary of Fifth Third
Bancorp.

Fort Washington Investment Advisors, Inc., 420 East Fourth Street, Cincinnati,
Ohio 45202, serves as investment subadvisor to Fifth Third Ohio Tax Exempt
Money Market Fund, and generally is responsible for the daily management of the
Fund's portfolio, subject to Fifth Third Bank's oversight. The subadvisor is a
subsidiary of The Western and Southern Life Insurance Company.

As of March 31, 2000, Fifth Third Bank had approximately $22 billion of assets
under management, including approximately $5.2 billion of assets of Fifth Third
Funds. As of March 31, 2000, Fort Washington had approximately $18 billion of
assets under management, including approximately $1.1 billion of assets of
other mutual funds.

The annual management fees to be paid by the Fund is 0.40% of average net
assets.

Fund Administration

BISYS Fund Services Limited Partnership ("BISYS") serves as the administrator
of the Fund. The administrator generally assists in all aspects of the Fund's
administration and operation, including providing the Fund with certain
administrative personnel and services necessary to operate the Fund, such as
legal and accounting services. BISYS provides these at an annual rate as
specified below.

BISYS may periodically waive all or a portion of its administrative fee which
will cause the yield of the Fund to be higher than it would otherwise be in the
absence of such a waiver.

10
<PAGE>

Shareholder Information

Purchasing and Selling Fund Shares

Pricing Fund Shares

The price of the Fund's shares is based on the Fund's Net Asset Value (NAV).
The value of each portfolio instrument held by the Fund is determined by using
amortized cost.

Fifth Third Ohio Tax Exempt Money Market Fund calculates its NAV at 10:30 a.m.
Cincinnati time. The Fund's NAV is calculated each day the New York Stock
Exchange is open for regular trading and the Federal Reserve Bank of Cleveland
is open for business. The Fund will be closed on those days that Fifth Third
Bank is closed including: New Year's Day, Martin Luther King Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day,
Veterans' Day, Thanksgiving Day and Christmas.

Purchasing and Adding to Your Shares

You may purchase shares on days when the New York Stock Exchange is open for
regular trading and the Federal Reserve Bank of Cleveland is open for business.
Your purchase price will be the next NAV after your purchase order and full
payment have been received by the Fund or its transfer agent. All orders must
be received by the Fund or its transfer agent by 10:30 a.m. (Cincinnati time)
in order to receive that day's NAV.

You may purchase Investment A shares through Fifth Third Securities, Inc. as
well as financial institutions which have a sales agreement with the
distributor of Fund shares. In order to purchase Investment A shares through
Fifth Third Securities, Inc. or another financial institution, you must open an
account with that institution. That account will be governed by its own rules
and regulations, which may be more stringent than the rules and regulations
governing an investment in the Funds, and you should consult your account
documents for full details. Your shares in the Funds will be held in an omnibus
account in the name of that institution.

The entity through which you are purchasing your shares is responsible for
transmitting the order to the Fund, and it may have an earlier cut-off time for
purchase requests. Consult that entity for specific information. If your
purchase order has been received by the Fund prior to the time designated by
the Fund for receiving orders on a specific day, you will receive the dividend
declared for that day.

Minimum
Investments

The minimum initial investment in
Investment A Shares of the Fund
offered by this Prospectus is
$1,000. Subsequent investments must
be in amounts of at least $50.

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

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

The Fund may reject a purchase order
for any reason.

Systematic
Investment Program

You may make monthly systematic
investments in Investment A shares
of the Funds from your bank account.
There is no minimum amount required
for initial amounts into the Fund.
You may elect to make systematic
investments on the 1st or 15th of
each month, or both. If the 1st or
15th of the month is not a day on
which the Fund is open for business,
the purchase will be made on the
previous day the Fund is open for
business. Please contact Fifth Third
Securities, Inc. or your financial
institution for more information.

11
<PAGE>

Shareholder Information

Avoid 31% Tax Withholding

Selling Your Shares

You may sell your shares on days when the New York Stock Exchange is open for
regular trading and the Federal Reserve Bank of Cleveland is open for business.
In determining the sale price, the Fund will use the next NAV after your sell
order is received by the Fund, its transfer agent, or your investment
representative. All orders must be received by the Fund or its transfer agent
prior to the time the Fund calculates its NAV in order to receive that day's
NAV. If your order has been received by the Fund prior to the time the Fund
calculates its NAV, and your shares have been sold you will not receive the
dividend declared for that day. Normally you will receive your proceeds within
a week after your request is received.

You may sell Investment A shares through Fifth Third Securities, Inc. or the
financial institution through which you purchased them.

Systematic Withdrawal Plan

Postponement of Redemption Payments

12
<PAGE>

Shareholder Information

Exchanging Your Shares

You may exchange If exchanging shares through Fifth Third Securities, Inc.
your Fund shares or your financial institution, ask it for exchange
for Investment A procedures or call 1-888-799-5353.
shares of any
other Fifth Third Notes on exchanges
Fund. No To prevent disruption in the management of the Fund,
transaction fees market timing strategies and frequent exchange activity
are charged for may be limited by the Fund. Although not anticipated, the
exchanges. Be Fund may reject exchanges, or change or terminate rights
sure to read the to exchange shares at any time.
Prospectus
carefully of any When exchanging from a Fund that has no sales charge or a
Fund into which lower sales charge to a Fund with a higher sales charge,
you wish to you will pay the difference.
exchange shares.
Shares of the new Fund must be held in the same account
You must meet the names, with the same registration and tax identification
minimum numbers, as the shares of the old Fund.
investment
requirements for The Exchange Privilege (including automatic exchanges)
the Fund into may be changed or eliminated at any time.
which you are
exchanging. The exchange privilege is available only in states where
Exchanges from shares of the Fund may be sold.
one Fund to
another are All exchanges are based on the relative net asset value
taxable for next determined after the exchange order is received by
investors subject the Fund.
to federal or
state income
taxation. These
procedures apply
only to exchanges
between existing
accounts.

Automatic Exchanges

13
<PAGE>

Shareholder Information

Distribution This section describes the sales charges and fees you
Arrangements/Sales will pay as an investor in different share classes
Charges offered by the Fund and ways to qualify for reduced sales
charges.

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

Calculation of Investment A Shares are sold at their public offering
Sales Charges price. There is no sales charge associated with the
purchase of those shares. There also is no sales charge
on reinvested dividends and capital gains.

12b-1 fees are paid from Fund assets on an ongoing basis,
and will increase the cost of your investment.
12b-1 fees may cost you more than paying other types of
sales charges.

Dividends and All dividends and capital gains will be automatically
Capital Gains reinvested unless you request otherwise. You can receive
them in cash or by electronic funds transfer to your bank
account if you are not a participant in an IRA account or
in a tax qualified plan. There are no sales charges for
reinvested distributions.

Dividends, if any, are declared daily and paid monthly.
Capital gains, if any, are distributed at least annually.
The Fund does not expect to pay any capital gains.

Taxation

Federal Income Tax

The Fund expects to distribute substantially all of its investment income
(including net capital gains and tax-exempt interest income, if any) to its
shareholders. Dividends from the Fund representing interest from obligations
held by the Fund which are issued by the State of Ohio or its subdivisions,
which interest is exempt from federal income tax when received by a
shareholder, should also be exempt from Ohio individual income tax as well as
any Ohio municipal income tax even if the municipality is permitted under
current Ohio Law to levy a tax on intangible income. Income from the Fund is
not necessarily free from state income taxes in states other than Ohio or from
personal property taxes. No federal income tax is due on any dividend earned in
an IRA or qualified retirement plan until distributed.

14
<PAGE>

Shareholder Information

Additional Tax Information

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

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

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

Under state or local law, distributions of investment income may be taxable to
shareholders as dividend income even though a substantial portion of such
distribution may be derived from interest excluded from gross income for
federal income tax purposes that, if received directly, would be exempt from
such income taxes. The Fund will report to its shareholders annually after the
close of its taxable year the percentage and source, on a state-by-state basis,
of interest income earned on municipal securities held by the Fund during the
preceding year. State laws differ on this issue, and shareholders are urged to
consult their own tax advisors regarding the taxation of their investments
under state and local tax laws.

15
<PAGE>

Addresses
--------------------------------------------------------------------------------

Fifth Third Ohio Tax Exempt Money Market Fund Fifth Third Funds
c/o Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263

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

Investment Advisor Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263

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

Sub Advisor Fort Washington Investment
Advisors, Inc.
420 East Fourth Street
Cincinnati, Ohio 45263

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

Custodian, Transfer Agent, Dividend Disbursing
Agent, and Sub-Administrator Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263

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

Distributor and Administrator BISYS Fund Services, L.P.
3435 Stelzer Road
Columbus, Ohio 43219