FIFTH THIRD FUNDS, 497, 2000-08-25

FIFTH THIRD FUNDS
497, 2000-08-25

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<PAGE>

IMPORTANT SHAREHOLDER INFORMATION

Fifth Third Funds
Fifth Third Cardinal Fund

The document you hold in your hands contains your Combined Prospectus/Proxy
Statement and proxy card. A proxy card is, in essence, a ballot. When you vote
your proxy, you tell us how to vote on your behalf on important issues
relating to the Fifth Third Cardinal Fund ("Cardinal Fund"). If you simply
sign the proxy without specifying a vote, your shares will be voted in
accordance with the recommendations of the Board of Trustees.

We urge you to spend a few minutes with the Combined Prospectus/Proxy
Statement, fill out your proxy card, and return it to us (or vote by telephone
or the Internet). Voting your proxy, and doing so promptly, enables Fifth
Third Funds to avoid conducting additional mailings.

Please take a few moments to exercise your right to vote. Thank you.

The Combined Prospectus/Proxy Statement constitutes the Proxy Statement of
Fifth Third Funds for the meeting of shareholders of the Cardinal Fund. It
also constitutes the Prospectus of the Fifth Third Quality Growth Fund
("Quality Growth Fund") which is to issue shares to be distributed to Cardinal
Fund shareholders in connection with the proposed reorganization of the
Cardinal Fund with and into the Quality Growth Fund. The Trustees of Fifth
Third Funds are recommending that shareholders of the Cardinal Fund approve a
reorganization in which the Cardinal Fund will transfer all of its assets to
the Quality Growth Fund in return for Investment A, Investment C and
Institutional shares of the Quality Growth Fund. At the same time, the Quality
Growth Fund will assume all of the liabilities of the Cardinal Fund. After the
transfer, shares of the Quality Growth Fund will be distributed to the
Cardinal Fund's shareholders tax-free in liquidation of the Cardinal Fund. As
a result of these transactions, your shares of the Cardinal Fund will, in
effect, be exchanged at net asset value and on a tax-free basis for shares of
the Quality Growth Fund. Cardinal Fund shareholders holding Investment A,
Investment C or Institutional shares, will receive Investment A, Investment C
or Institutional shares, respectively, of the Quality Growth Fund.
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Fifth Third Funds
Fifth Third Cardinal Fund
3435 Stelzer Road
Columbus, Ohio 43219

August 31, 2000

To the Shareholders:

Enclosed you will find several documents being provided to you in connection
with a special meeting of the shareholders of the Fifth Third Cardinal Fund
("Cardinal Fund") to be held on October 17, 2000 at 10:00 a.m. at the offices
of Fifth Third Bank, 38 Fountain Square Plaza, Cincinnati, Ohio 45263. We hope
this material will receive your immediate attention and that, if you cannot
attend the meeting in person, you will vote your proxy promptly.

The Trustees of Fifth Third Funds are recommending that shareholders of the
Cardinal Fund approve a reorganization in which the Cardinal Fund will
transfer all of its assets to the Fifth Third Quality Growth Fund ("Quality
Growth Fund") in return for Investment A, Investment C and Institutional
shares of the Quality Growth Fund. At the same time, the Quality Growth Fund
will assume all of the liabilities of the Cardinal Fund. After the transfer,
shares of the Quality Growth Fund will be distributed to the Cardinal Fund's
shareholders tax-free in liquidation of the Cardinal Fund. As a result of
these transactions, your shares of the Cardinal Fund will, in effect, be
exchanged at net asset value and on a tax-free basis for shares of the Quality
Growth Fund. Cardinal Fund shareholders holding Investment A, Investment C or
Institutional shares, will receive Investment A, Investment C or Institutional
shares, respectively, of the Quality Growth Fund.

Fifth Third Bank has advised the Fifth Third Fund's Trustees that it
believes that the above-described transaction offers the shareholders of the
Cardinal Fund the opportunity to pursue similar investment objectives more
effectively and efficiently.

THE TRUSTEES BELIEVE THAT THE PROPOSED COMBINATION OF THE CARDINAL FUND WITH
THE QUALITY GROWTH FUND IS IN THE BEST INTERESTS OF THE CARDINAL FUND AND ITS
SHAREHOLDERS AND RECOMMEND THAT YOU VOTE IN FAVOR OF SUCH PROPOSAL.

The Notice of Special Meeting of Shareholders, the accompanying Combined
Prospectus/Proxy Statement, and the form of proxy are enclosed. Please read
them carefully. If you are unable to attend the meeting in person, we urge you
to sign, date, and return the proxy card (or vote by telephone or the
Internet) so that your shares may be voted in accordance with your
instructions.

Since the meeting is less than eight weeks away, we urge you to give the
enclosed material your prompt attention so as to avoid the expense of
additional mailings.

Your vote is important to us. Thank you for taking the time to consider this
important proposal.

Sincerely yours,

/s/ Jeffrey C. Cusick

Jeffrey C. Cusick
Vice-President
Fifth Third Funds
<PAGE>

FIFTH THIRD FUNDS
Fifth Third Cardinal Fund

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of the Fifth Third Cardinal Fund:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of the Fifth
Third Cardinal Fund ("Cardinal Fund"), separate series of Fifth Third Funds,
will be held at Fifth Third Bank, 38 Fountain Square Plaza, Cincinnati, Ohio
45263 on October 17, 2000 at 10:00 a.m. Eastern time, for the following
purposes:

1. To consider and act upon a Plan of Reorganization ("Plan") adopted by
Fifth Third Funds providing for the transfer of all of the assets of the
Cardinal Fund to the Fifth Third Quality Growth Fund ("Quality Growth
Fund") in exchange for Investment A, Investment C, and Institutional shares
(collectively, "Shares") of the Quality Growth Fund and the assumption by
the Quality Growth Fund of all of the liabilities of the Cardinal Fund,
followed by the dissolution and liquidation of the Cardinal Fund, and the
distribution of Shares of the Quality Growth Fund to the shareholders of
the Cardinal Fund;

2. To transact such other business as may properly come before the
Meeting or any adjournment or adjournments thereof.

The proposed transaction is described in the attached Combined
Prospectus/Proxy Statement. A copy of the Plan is appended as Appendix A
thereto.

Pursuant to instructions of the Board of Trustees of Fifth Third Funds, the
close of business on August 18, 2000, has been designated as the record date
for determination of shareholders entitled to notice of, and to vote at, the
Meeting.

SHAREHOLDERS ARE REQUESTED TO PROMPTLY VOTE BY TELEPHONE OR THE INTERNET OR
TO EXECUTE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE THE ACCOMPANYING PROXY
CARD WHICH IS BEING SOLICITED BY FIFTH THIRD FUNDS' BOARD OF TRUSTEES. THIS IS
IMPORTANT TO ENSURE A QUORUM AT THE SPECIAL MEETING. PROXIES MAY BE REVOKED AT
ANY TIME BEFORE THEY ARE EXERCISED BY SUBMITTING TO FIFTH THIRD FUNDS A
WRITTEN NOTICE OF REVOCATION OR A SUBSEQUENTLY EXECUTED PROXY OR BY ATTENDING
THE SPECIAL MEETING AND VOTING IN PERSON.

By Order of the Trustees

/s/ Rodney L. Ruehle

Rodney L. Ruehle
Secretary
Fifth Third Funds

Columbus, Ohio
August 31, 2000

1
<PAGE>

PROSPECTUS/PROXY STATEMENT
August 31, 2000

Fifth Third Funds
3435 Stelzer Road
Columbus, Ohio 43219
Tel. No. 1-800-282-5706

COMBINED PROSPECTUS/PROXY STATEMENT

This Combined Prospectus/Proxy Statement is furnished in connection with the
solicitation of proxies from the holders of units of beneficial interest
("Shares") of Fifth Third Cardinal Fund ("Cardinal Fund"), for use at a
Special Meeting of Shareholders to approve the reorganization of the Cardinal
Fund. The reorganization contemplates the transfer of all the assets and
liabilities of the Cardinal Fund to the Fifth Third Quality Growth Fund
("Quality Growth Fund") (collectively with the Cardinal Fund, the "Funds") in
exchange for Shares of the Quality Growth Fund, followed by the dissolution
and liquidation of the Cardinal Fund, and the distribution of Quality Growth
Fund Shares to Shareholders of the Cardinal Fund (the "Transaction"). As a
result of the Transaction, each Shareholder of the Cardinal Fund will receive,
on a tax-free basis, a number of full and fractional Shares of the Quality
Growth Fund equal at the date of the exchange to the value of the net assets
of the Cardinal Fund transferred to the Quality Growth Fund that are
attributable to the Shareholder. Cardinal Fund Shareholders holding Investment
A, Investment C, or Institutional Shares, will receive Investment A,
Investment C, or Institutional Shares, respectively, of the Quality Growth
Fund.

Each of the Cardinal Fund and the Quality Growth Fund is a diversified
portfolio ("series") of Fifth Third Funds, which is an open end management
investment company consisting of 18 separate funds.

This Combined Prospectus/Proxy Statement explains concisely what you should
know before investing in the Quality Growth Fund. Please read it carefully and
keep it for future reference.

The current Statement of Additional Information of Fifth Third Funds for the
Cardinal Fund and the Quality Growth Fund, dated November 30, 1999 (revised
February 1, 2000, June 1, 2000, August 1, 2000, and August 14, 2000), has been
filed with the Securities and Exchange Commission and is incorporated by
reference. The prospectuses for the Quality Growth Fund and the Cardinal Fund,
dated November 30, 1999 and the Statement of Additional Information (revised
February 1, 2000, June 1, 2000, August 1, 2000, and August 14, 2000) may be
obtained, without charge, by writing Fifth Third Funds, 3435 Stelzer Road,
Columbus, Ohio 43219 or by calling 1-888-799-5353. In addition, a Statement of
Additional Information dated August 24, 2000, relating to the Transaction
described in this Combined Prospectus/Proxy Statement has been filed with the
Securities and Exchange Commission and is also incorporated into this Combined
Prospectus/Proxy Statement by reference. Such Statement of Additional
Information may be obtained, without charge, by writing Fifth Third Funds at
the above-listed address or by calling 1-888-799-5353.

AS WITH ALL MUTUAL FUNDS, THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
APPROVED OR DISAPPROVED THESE FUND SHARES OR DETERMINED WHETHER THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANYONE WHO TELLS YOU OTHERWISE IS
COMMITTING A CRIME.

LIKE OTHER INVESTMENTS, YOU COULD LOSE MONEY ON YOUR INVESTMENT IN A FUND.
YOUR INVESTMENT IN A FUND IS NOT A DEPOSIT OR AN OBLIGATION OF FIFTH THIRD
BANK, ITS AFFILIATES, OR ANY BANK. IT IS NOT INSURED BY THE FDIC OR ANY
GOVERNMENT AGENCY.

2
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
PROPOSAL (1) APPROVAL OF PLAN OF REORGANIZATION............................ 4

FEE TABLE.................................................................. 5

SYNOPSIS................................................................... 7

RISK FACTORS............................................................... 14

INFORMATION ABOUT THE TRANSACTION.......................................... 15

INFORMATION ABOUT THE QUALITY GROWTH FUND AND THE CARDINAL FUND............ 18

VOTING INFORMATION......................................................... 43

INTEREST OF CERTAIN PERSONS................................................ 45

FORM OF PLAN OF REORGANIZATION APPENDIX A.................................. A-1
</TABLE>

3
<PAGE>

PROPOSAL ONE

APPROVAL OF PLAN OF REORGANIZATION

At a meeting held on June 21, 2000, all of the Trustees of Fifth Third Funds
unanimously approved a Plan of Reorganization pursuant to which the Cardinal
Fund would be merged with and into the Quality Growth Fund on or about October
30, 2000 ("the Exchange Date"). On the Exchange Date, the Cardinal Fund will
transfer all of its assets and liabilities to the Quality Growth Fund in
exchange for Shares of the Quality Growth Fund having an aggregate net asset
value equal to the aggregate value of the net assets acquired from the
Cardinal Fund. The assets and liabilities of the Cardinal Fund and the Quality
Growth Fund will be valued as of the close of trading on the New York Stock
Exchange on the business day next preceding the Exchange Date. Following the
transfer, the Cardinal Fund will be dissolved and Shares of the Quality Growth
Fund received by the Cardinal Fund will be distributed to Cardinal Fund
Shareholders in liquidation of the Cardinal Fund. As a result of the proposed
Transaction, Shareholders of the Cardinal Fund will receive, on a tax-free
basis, a number of full and fractional Shares equal in value at the date of
the exchange to the value of the net assets of the Cardinal Fund transferred
to the Quality Growth Fund attributable to the Shareholder (based on the
proportion of the outstanding Shares of the Cardinal Fund owned at the time by
the Shareholder). All Cardinal Fund shareholders will receive shares of the
Fifth Third Class (Investment A, Investment C, or Institutional) that
corresponds to the class of Cardinal Fund Shares that they hold.

For the reasons set forth below under "Reasons for the Proposed
Reorganization," the Board of Trustees of Fifth Third Funds, including
Trustees of Fifth Third Funds who are not "interested persons" of Fifth Third
Funds as defined in the Investment Company Act of 1940 (the "1940 Act") (the
"Independent Trustees"), unanimously concluded that participation in the
proposed Transaction is in the best interests of the Cardinal Fund, the
Quality Growth Fund and their respective existing Shareholders. The Trustees
have further concluded that the economic interests of Shareholders of the
Funds will not be diluted as a result of the proposed Transaction. In reaching
this conclusion, the Trustees considered, among other things, the similarity
of the investment objectives of the Cardinal Fund and the Quality Growth Fund;
the expense ratios of the Cardinal Fund compared to the Quality Growth Fund;
the performance of the Quality Growth Fund as compared to the Cardinal Fund;
the investment management efficiencies that may be gained; the potential
economies of scale which could be realized as a result of the increase in size
of the Quality Growth Fund; the qualifications and experience of Fifth Third
Bank (the "Advisor"); the recommendation of the Advisor in favor of the
Transaction; and the fact that the Transaction will be free of federal income
taxes.

4
<PAGE>

FEE TABLE

Fees and Expenses of the Fund

The following table describes the fees and expenses that you may pay if you
buy and hold Shares of the Fund:

<TABLE>
<CAPTION>
Fifth Third Fifth Third
Cardinal Fund Quality Growth Fund
---------------------------------- --------------------------------
Inv. A Inv. C Instit. Inv. A Inv. C Instit.
------ ------ ---------- ------ ------ -------
<S> <C> <C> <C> <C> <C> <C>
Shareholder Fees
(fees paid directly
from your
investment)
Maximum Sales
Charge (Load)
Imposed on
Purchases (as a
percentage of
offering price)... 4.50% None None 4.50% None None
Maximum Sales
Charge on
Reinvested
Dividends......... None None None None None None
Maximum Deferred
Sales Charge (as a
percentage of
original purchase
price or
redemption
proceeds, as
applicable)....... None 1.00% None None 1.00% None
Redemption Fee..... None None None None None None
Exchange Fee....... None None None None None None
Annual Fund
Operating Expenses
(expenses that are
deducted from Fund
assets)
Management Fees.... 0.60% 0.60% 0.60% 0.80% 0.80% 0.80%
Distribution/Service
(12b-1) Fees...... 0.25%(/1/) 1.00%(/1/) None 0.25%(/1/) 1.00%(/1/) None
Other Expenses..... 0.26% 0.29% 0.29% 0.24% 0.30% 0.25%
Total Annual Fund
Operating
Expenses.......... 1.11%(/2/) 1.89%(/2/) 0.89%(/2/) 1.29%(/3/) 2.10%f(/3/) 1.05%(/3/)
<CAPTION>
Combined
Fund Pro Forma
------------------------------------
Inv. A Inv. C Instit.
----------- ----------- ------------
<S> <C> <C> <C>
Shareholder Fees
(fees paid directly
from your
investment)
Maximum Sales
Charge (Load)
Imposed on
Purchases (as a
percentage of
offering price)... 4.50% None None
Maximum Sales
Charge on
Reinvested
Dividends......... None None None
Maximum Deferred
Sales Charge (as a
percentage of
original purchase
price or
redemption
proceeds, as
applicable)....... None 1.00% None
Redemption Fee..... None None None
Exchange Fee....... None None None
Annual Fund
Operating Expenses
(expenses that are
deducted from Fund
assets)
Management Fees.... 0.80% 0.80% 0.80%
Distribution/Service
(12b-1) Fees...... 0.25%(/1/) 1.00%(/1/) None
Other Expenses..... 0.23% 0.23% 0.23%
Total Annual Fund
Operating
Expenses.......... 1.28%(/4/) 2.03%(/4/) 1.03%(/4/)
</TABLE>
-------
(/1/) Certain Service Organizations may receive fees from a Fund in amounts up
to an annual rate of 0.25% of the daily net asset value of the Fund shares
owned by the shareholders with whom the Service Organization has a
servicing relationship.
(/2/) Other expenses are restated to reflect current fees. The expenses noted
above do not reflect any fee waivers or expense reimbursement
arrangements that are or were in effect. Total expenses after fee waivers
and expense reimbursements for each Class of the Cardinal Fund are:
Investment A Shares, 1.04%; Investment C Shares, 1.65%; and Institutional
Shares, 0.82%. In the event that this proposal is not approved by the
shareholders of the Fifth Third Cardinal Fund, the two year period
regarding contractual fee waivers and expense reimbursements resulting
from the merger of the Cardinal Fund (managed by The Ohio Company) with
the Fifth Third Cardinal Fund will expire on September 21, 2000. After
September 21, 2000, any fee waiver or expense reimbursement arrangement
is voluntary and may be discontinued at any time.
(/3/) Other expenses are restated to reflect current fees. The expenses noted
above do not reflect any fee waivers or expense reimbursement
arrangements that are or were in effect. Total expenses after fee waivers
and expense reimbursements for each Class of the Quality Growth Fund are:
Investment A Shares, 1.21%; Investment C Shares, 1.80%; and Institutional
Shares, 1.00%. Any fee waiver or expense reimbursement arrangement is
voluntary and may be discontinued at any time.
(/4/) Other expenses are based on estimated amounts for the current fiscal
year. Total expenses after fee waivers and expense reimbursements for
each Class of the Quality Growth Fund will be as follows: Investment A
Shares, 1.25%; Investment C Shares, 2.00%; and Institutional Shares,
1.00%. Any fee waiver or expense reimbursement arrangement is voluntary
and may be discontinued at any time.

5
<PAGE>

FIFTH THIRD CARDINAL FUND
FIFTH THIRD QUALITY GROWTH FUND

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

<TABLE>
<CAPTION>
5
1 Year 3 Years Years 10 Years
------ ------- ------ --------
<S> <C> <C> <C> <C>
Fifth Third Cardinal Fund
Investment A Shares............................ $558 $787 $1,034 $1,741
Investment C Shares
Assuming Redemption.......................... $292 $594 $1,021 $2,212
Assuming No Redemption....................... $192 $594 $1,021 $2,212
Institutional Shares........................... $ 91 $284 $ 493 $1,096
Fifth Third Quality Growth Fund
Investment A Shares............................ $575 $841 $1,126 $1,936
Investment C Shares
Assuming Redemption.......................... $313 $658 $1,129 $2,431
Assuming No Redemption....................... $213 $658 $1,129 $2,431
Institutional Shares........................... $107 $334 $ 579 $1,283
Combined Fund Pro Forma
Investment A Shares............................ $575 $838 $1,121 $1,926
Investment C Shares
Assuming Redemption.......................... $306 $637 $1,093 $2,358
Assuming No Redemption....................... $206 $637 $1,093 $2,358
Institutional Shares........................... $105 $328 $ 569 $1,259
</TABLE>

6
<PAGE>

SYNOPSIS OF PROSPECTUS

Summary. The following is a synopsis of certain information relating to the
Transaction and is qualified by reference to the more complete information
contained in this Combined Prospectus/Proxy Statement, the Statement of
Additional Information of Fifth Third Funds, and the Appendix attached hereto.
Fifth Third Funds' Annual Reports and Semi-Annual Reports to Shareholders may
be obtained free of charge by calling 1-800-799-5353 or writing Fifth Third
Funds, 3435 Stelzer Road, Columbus, Ohio 43219.

Key Features of Transaction. The shareholders of the Cardinal Fund are being
asked to approve or disapprove (1) the Plan of Reorganization by and between
the Cardinal Fund and the Quality Growth Fund dated as of June 21, 2000 (the
"Plan"), a copy of which is attached to this Combined Prospectus/Proxy
Statement as Appendix A. The Plan provides, among other things, for the
transfer of all of the assets of the Cardinal Fund to the Quality Growth Fund
in exchange for the assumption by the Quality Growth Fund of all of the
liabilities of the Cardinal Fund and for a number of Shares calculated based
on the value of the net assets of the Cardinal Fund acquired by the Quality
Growth Fund and the net asset value per share of the Quality Growth Fund, all
as more fully described below under "Information about the Transaction." After
receipt of Shares, the Cardinal Fund will dissolve, distributing the Shares to
its shareholders in complete liquidation, and the Cardinal Fund will be
terminated. Prior to the date of such transfer (the "Exchange Date"), the
Cardinal Fund and the Quality Growth Fund each will declare a distribution to
its shareholders which, together with all previous distributions, will have
the effect of distributing to its shareholders all of its investment company
taxable income (computed without regard to the deduction for dividends paid)
and net realized capital gains, if any, through the Exchange Date.

At a meeting held on June 21, 2000, the Trustees of Fifth Third Funds in
attendance voted unanimously to approve the Transaction and to recommend that
shareholders of the Cardinal Fund also approve the Transaction. Approval of
reorganization of the Cardinal Fund requires the affirmative vote of a
majority of all votes attributable to the voting securities of the Cardinal
Fund voting separately as a fund, defined as the lesser of (a) sixty seven
percent (67%) or more of the votes attributable to all voting securities of
the Cardinal Fund present at such meeting, if holders of more than 50% of the
votes attributable to the outstanding voting securities are present or
represented by proxy, or (b) more than 50% of the votes attributable to the
outstanding voting securities of the Cardinal Fund.

A shareholder of the Cardinal Fund objecting to the proposed Transaction is
not entitled under either Massachusetts law or Fifth Third Funds' Declaration
of Trust to demand payment for or an appraisal of his or her particular
Cardinal Fund shares if the Transaction is consummated over his or her
objection. However, shares of the Cardinal Fund are redeemable for cash at
their net asset value on days on which both the New York Stock Exchange and
the Federal Reserve Bank of Cleveland are open for business ("Business Days").

In the event that this proposal is not approved by the shareholders of the
Cardinal Fund, such Fund will continue to be managed as a separate fund in
accordance with its current investment objectives and policies, and the
Trustees of the Fifth Third Funds may consider alternatives in the best
interests of the shareholders. However, if approval of the Plan is obtained,
the reorganization of the Cardinal Fund will be consummated.

Investment Objectives and Policies. Below is a brief comparison of the
investment objectives and policies of the Cardinal Fund and the Quality Growth
Fund. The following discussion is qualified in its entirety by the disclosure
on such subjects contained in this Combined Prospectus/Proxy Statement.

The securities currently held by the Funds are substantially similar.
Consequently, the proposed reorganization should not result in higher than
normal portfolio turnover.

Fundamental Objective. The Quality Growth Fund seeks growth of capital.

Income is a secondary objective. Similarly, the Cardinal Fund seeks long-
term growth of capital and income. Current income is a secondary objective.

Investment Policies. Under normal market conditions, the Quality Growth Fund
invests at least 65% of total assets in common stocks of high quality growth
companies. High quality growth companies are companies, in the

7
<PAGE>

opinion of Fifth Third Bank, that offer excellent prospects for consistent,
above-average revenue and earnings growth. To determine whether a company is
of high quality, the Quality Growth Fund generally looks for a strong record
of earnings growth, as well as its current ratio of debt to capital and the
quality of its management. Most of the companies in which the Fund invests are
U.S. companies with a market capitalization greater than $100 million. To
achieve its secondary objective of income, the Quality Growth Fund may rely on
dividend income that it receives from common stocks and interest income it
receives from other investments, including convertible securities. The Quality
Growth Fund reserves the right to invest up to 35% of total assets in those
securities. At the time of investment, those securities are rated investment
grade, that is, in the BBB major rating category or higher by Moody's, or
their unrated equivalents.

Similarly, under normal market conditions, the Cardinal Fund invests at
least 65% of total assets in common stocks that have the potential for long-
term growth. Those stocks primarily are issued by large-capitalization, U.S.
companies which the Cardinal Fund believes are in a strong financial
condition, have a significant market presence and have healthy growth
prospects. Large-cap companies have, at the time of investment, market
capitalizations no smaller than 90% of the market capitalizations of the
companies in the S&P 500. As of July 31, 2000, the S&P 500 Index statistics
were as follows. The smallest company had a market capitalization of $305
million. The largest company had a market capitalization of $511 billion. The
mean market capitalization was $25 billion, and the weighted average
capitalization was $145 billion.

Additional Investment Policies. The additional investment policies of the
Funds are substantially similar.

Each Fund may:

-- enter into repurchase agreements;

-- seek additional income or fees by lending portfolio securities to
qualified institutions;

-- invest in restricted and illiquid securities;

-- use derivatives for hedging (attempting to offset a potential loss in
one position by establishing an interest in an opposite position). Each
Fund also may use derivatives for speculation (investing for potential
income or capital gain);

-- invest in securities prior to their date of issue (when-issued
securities).

While each Fund ordinarily does not trade securities for short-term profits,
each Fund may sell any security at any time it believes best, which may result
in short-term trading.

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

Investment Restrictions

Each Fund has adopted the following investment limitations. Unless otherwise
indicated, the investment policies described below may be changed by the Board
of Trustees of the Trust (the "Trustees") without shareholder approval.

Issuing Senior Securities and Borrowing Money. The Funds will not issue
senior securities except that each Fund may borrow money directly or through
reverse repurchase agreements in amounts up to one-third of the value of its
total assets, including the amount borrowed and except to the extent that each
Fund may enter into futures contracts, as applicable. The Funds will not
borrow money or engage in reverse repurchase agreements for investment
leverage, but rather as a temporary, extraordinary, or emergency measure or to
facilitate management of the portfolio by enabling each Fund to meet
redemption requests when the liquidation of portfolio securities is deemed to
be inconvenient or disadvantageous. Neither Fund will purchase any securities
while any borrowings in excess of 5% of its total assets are outstanding.

Selling Short and Buying on Margin. The Funds will not sell any securities
short or purchase any securities on margin, but may obtain such short-term
credits as are necessary for clearance of purchases and sales of securities.
The deposit or payment by the Funds of initial or variation margin in
connection with futures contracts or related options transactions is not
considered the purchase of a security on margin.

8
<PAGE>

Lending Cash or Securities. Neither Fund will lend any of its assets except
portfolio securities up to one-third of the value of total assets. This shall
not prevent each 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 each Fund's investment
objectives, policies and limitations or the Trust's Declaration of Trust.

Pledging Assets. The Funds will not mortgage, pledge, or hypothecate any
assets, except to secure permitted 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) 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 each Fund's assets.

Investing in Commodities. Neither Fund will purchase or sell commodities,
commodity contracts, or commodity futures contracts except to the extent that
each Fund may engage in transactions involving futures contracts or options on
futures contracts.

Investing in Real Estate. Neither Fund will purchase or sell real estate,
including limited partnership interests, although each Fund may invest in
securities of issuers whose business involves the purchase or sale of real
estate or in securities which are secured by real estate or interests in real
estate.

Diversification of Investments. With respect to 75% of the value of their
respective total assets, neither 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. Each Fund will not acquire more than 10% of the outstanding
voting securities of any one issuer.

Concentration of Investments. The Quality Growth Fund will not invest 25% or
more of the value of its respective total assets in any one industry, except
that this Fund may invest more than 25% of the value of its total assets in
securities issued or guaranteed by the U.S. government, its agencies, or
instrumentalities and repurchase agreements collateralized by such securities.
The Cardinal Fund is not subject to this limitation on concentration of
investments.

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

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

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

Investing in Illiquid Securities. The Funds 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. With respect to 100%
of their total assets, the Funds will limit their respective investments in
other investment companies to no more than 3% of the total outstanding voting
stock of any investment company, invest no more than 5% of their respective
total assets in any one investment company, and will invest no more than 10%
of their respective total assets in investment companies in general. The Funds
will purchase securities of closed-end investment companies only in open
market transactions involving only customary broker's commissions. However,
these limitations are not applicable if the securities are acquired in a
merger, consolidation, reorganization, or acquisition of assets. It should be
noted that investment companies incur

9
<PAGE>

certain expenses such as management fees and, therefore, any investment by a
Fund in shares of another investment company would be subject to such
expenses.

Investing in New Issuers. The Quality Growth Fund will not 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. The Cardinal Fund is not subject to this
limitation on investing in new issuers.

Investing in Issuers Whose Securities are Owned by Officers and Trustees of
the Trust. Neither Fund may purchase or retain the securities of any issuer if
the officers and Trustees of the Trust or its investment advisor, owning
individually more than 1/2 of 1% of the issuer's securities, together own more
than 5% of the issuer's securities.

Investing in Minerals. Neither Fund may purchase interests in oil, gas, or
other mineral exploration or development programs or leases, except they may
purchase the securities of issuers which invest in or sponsor such programs.

Arbitrage Transactions. Neither Fund may enter into transactions for the
purpose of engaging in arbitrage.

Purchasing Securities to Exercise Control. Neither Fund may purchase
securities of a company for the purpose of exercising control or management.

Investing in Warrants. The Funds may not invest more than 5% of their net
assets in warrants, including those acquired in units or attached to other
securities. To comply with certain state restrictions, the Funds will limit
their investment in such warrants not listed on the New York or American Stock
Exchanges to 2% of their net assets. (If state restrictions change, this
latter restriction may be revised without notice to shareholders.) For
purposes of this investment restriction, warrants will be valued at the lower
of cost or market, except that warrants acquired by the Funds in units with or
attached to securities may be deemed to be without value.

Distributions. Dividends, if any, are declared and paid monthly by the
Quality Growth Fund and quarterly by the Cardinal Fund. All dividends and
capital gains will be automatically reinvested unless the Shareholder requests
otherwise. The Shareholder can receive them in cash or by electronic funds
transfer to a bank account if the Shareholder is 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
the Shareholder has owned Shares. Therefore, if the Shareholder invests
shortly before the distribution date, some of the investment will be returned
to the Shareholder in the form of a taxable distribution. Capital gains, if
any, are distributed at least annually. Long-term capital gains distributed to
Shareholders will be treated as long-term capital gains regardless of how long
Shareholders have held Shares.

Distribution Plan and Administrative Services Agreement (Investment C and
Investment A Shares Only). With respect to Investment A Shares and Investment
C Shares of the Funds, the Trust has adopted a Plan pursuant to Rule 12b-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.

10
<PAGE>

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

Pursuant to the Plan, with respect to Investment A Shares, the Funds are
authorized to pay the distributor a monthly distribution fee computed at the
annual rate of up to 0.25% 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 C Shares, the Funds are
authorized to pay the distributor a monthly distribution fee computed at the
annual rate of up to 0.75% of the average aggregate net asset value of the
Investment C Shares of each applicable Fund held during the month. For the
fiscal year ended July 31, 1999, the distributor received $48,604 from the
Quality Growth Fund and $1,241 from the Cardinal Fund 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 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 Quality Growth Fund paid
$18,939 and the Cardinal Fund paid $562 to Fifth Third Bank to compensate BHC
Securities, Inc. for providing administrative services to Investment C Shares
of the Funds.

Purchase Procedures. Purchase procedures are similar in all material
respects for the two Funds.

Purchasing and Adding to Shares

The Shareholder 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. The purchase price will be the next NAV after the purchase
order, completed application and full payment have been received by the Funds
or its transfer agent. All orders must be received by the Funds or its
transfer agent prior to 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, the Shareholder 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 Funds, and the Shareholder should consult his/her account documents for
full details. Shares in the Funds may be held in an omnibus account in the
name of that institution.

The Shareholder 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.
(Special rules apply for former shareholders of the Cardinal Funds. See
below.) In order to purchase Investment A shares through Fifth Third
Securities, Inc. or another financial institution, the Shareholder 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 the Shareholder should
consult his/her account documents for full details. Shares in the Funds will
be held in an omnibus account in the name of that institution.

The entity through which Shares are purchased is responsible for
transmitting orders to the Funds 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. Regarding Institutional Shares, if the purchase order
has been received by the Funds prior to the time designated by the Funds for
receiving orders, the Shareholder will receive the dividend declared, if any,
for that day.

11
<PAGE>

Minimum Investments

The minimum initial investment in Investment A Shares, Investment C Shares,
or Institutional Shares of the Funds 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.

The Funds may reject a purchase order for any reason.

Systematic Investment Program (Investment A Shares only)

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

Special Note to Former Cardinal Funds Shareholders

If a Shareholder held in his/her name (rather than through a brokerage
account) shares of the Cardinal Fund (managed by The Ohio Company) at the time
that Fund was merged into the Fifth Third Cardinal Fund, and the Shareholder
continues to hold in his/her name the shares of the Fifth Third Cardinal Fund
that the Shareholder received in the merger or by way of a subsequent
exchange, the Shareholder may purchase additional shares of the Fifth Third
Cardinal Fund directly from Fifth Third Funds rather than through Fifth Third
Securities, Inc. or another financial institution. The Funds reserve the right
to change or eliminate these privileges at any time.

Exchange privilege. Exchange privileges are similar in all material respects
for the two Funds. Each Fund's shares may be exchanged for shares of the class
of any other Funds of Fifth Third which the shareholder qualifies to purchase
directly so long as the shareholder maintains the applicable minimum account
balance in each Fund in which he or she owns shares and satisfies the minimum
initial and subsequent purchase amounts of the Fund into which the shares are
exchanged.

Notes on exchanges

To prevent disruption in the management of the Funds, market timing
strategies and frequent exchange activity may be limited by the Funds.
Although not anticipated, the Funds may reject exchanges, or change or
terminate rights to exchange shares at any time. Shares of the new Fund must
be held in the same account name, with the same registration and tax
identification numbers, as the shares of the old Fund. The Exchange Privilege
(including automatic exchanges) may be changed or eliminated at any time. The
exchange privilege is available only in states where shares of the Funds may
be sold. All exchanges are based on the relative net asset value next
determined after the exchange order is received by the Funds. Regarding
Investment A and Investment C Shares, when exchanging from a Fund that has no
sales charge or a lower sales charge to a Fund with a higher sales charge, the
Shareholder will pay the difference.

Automatic Exchanges (Investment A and Investment C Shares)

The Shareholder can use the Funds' Automatic Exchange feature to purchase
shares of the Funds at regular intervals through regular, automatic
redemptions from a Fund.

Special Note to Former Cardinal Funds Shareholders

If a Shareholder held in his/her name (rather than through a brokerage
account) shares of the Cardinal Fund (managed by The Ohio Company) at the time
that Fund was merged into the Fifth Third Cardinal Fund, and the Shareholder
continues to hold in his/her name the shares of the Fifth Third Cardinal Fund
the Shareholder received in the merger or by way of a Subsequent exchange, the
Shareholder may exchange his/her Fifth Third Cardinal Fund shares for
Investment A shares of any other Fifth Third Fund directly by contacting the
Funds rather than going through Fifth Third Securities, Inc. or another
financial institution.

12
<PAGE>

Redemption Procedures. Redemption procedures are similar in all material
respects for the two Funds. Shares are redeemed at the next computed net asset
value after a Fund receives the redemption request. Redemption procedures are
explained in the prospectus under "Redeeming Shares." Although Fifth Third
Bank does not charge for telephone redemptions, it reserves the right to
charge a fee for the cost of wire-transferred redemptions.

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

Redemption in Kind

Regarding both Funds, 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 the Statement of Additional Information.

Federal Tax Considerations. Consummation of the Transaction is subject to
the condition that Fifth Third Funds receive an opinion of Ropes & Gray,
counsel to Fifth Third Funds, to the effect that, based upon certain
representations and assumptions and subject to certain qualifications, the
Transaction will not result in the recognition of gain or loss for Federal
income tax purposes for either of the Funds, or the shareholders or the
Cardinal Fund.

13
<PAGE>

RISK FACTORS

Investment in the Quality Growth Fund may be subject to the following
principal risks:

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

Generally, growth oriented stocks may be sensitive to market movements. The
prices of growth stocks tend to reflect future expectations, and when those
expectations change or are not met, share prices generally fall. Stocks of
smaller companies tend to be volatile and more sensitive to long-term market
declines than stocks of larger companies, in part because they generally do
not have the financial resources that larger companies have.

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

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

Investment in the Cardinal Fund may be subject to the following principal
risks:

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

Significant investment in large companies also creates various risks for the
Fund. For instance, larger, more established companies tend to operate in
mature markets, which often are very competitive. Larger companies also do not
tend to respond quickly to competitive challenges, especially to challenges
caused by technology or consumer preferences.

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

The above discussion is qualified in its entirety by the disclosure in this
Combined Prospectus/Proxy Statement and the Statement of Additional
Information.

14
<PAGE>

INFORMATION ABOUT THE TRANSACTION

Plan of Reorganization; Securities. The proposed Plan provides that the
Quality Growth Fund will acquire all of the assets of the Cardinal Fund in
exchange for the assumption by the Quality Growth Fund of all of the
liabilities of the Cardinal Fund and for Shares all as of the Exchange Date
(defined in the Plan to be on or about October 30, 2000, or such other date as
determined by the Trustees.) The following discussion of the Plan is qualified
in its entirety by the full text of the Plan, which is attached as Appendix A
to this Combined Prospectus/Proxy Statement.

As a result of the Transaction, each shareholder of the Cardinal Fund will
receive that number of full and fractional Shares equal in value at the
Exchange Date to the value of the portion of the net assets of the Cardinal
Fund transferred to the Quality Growth Fund attributable to the shareholder
(based on the proportion of the outstanding shares of the Cardinal Fund owned
by the shareholder as of the Valuation Time). The portfolio securities of the
Cardinal Fund will be valued in accordance with the generally employed
valuation procedures of Fifth Third Funds. The reorganization is being
accounted for as a tax-free business combination. At a meeting held on June
21, 2000, all of the Trustees, including the Independent Trustees, unanimously
determined that the reorganization would be in the best interests of their
registered investment company and existing shareholders and that the economic
interests of their existing shareholders would not be diluted as a result of
effecting the reorganization.

Immediately following the Exchange Date, the Cardinal Fund will distribute
pro rata to its shareholders of record as of the close of business on the
Exchange Date the full and fractional Shares received by it, and the Cardinal
Fund will be liquidated and dissolved. Such liquidation and distribution will
be accomplished by the establishment of accounts on the share records of the
Quality Growth Fund in the name of such Cardinal Fund's shareholders, each
account representing the respective number of full and fractional Shares due
such shareholder. All Cardinal Shareholders will receive Shares of the Fifth
Third Class (Investment A, Investment C, or Institutional) that corresponds to
the Class of the Cardinal Fund that they hold.

The consummation of the reorganization is subject to the conditions set
forth in the Plan. The Plan may be terminated and the reorganization abandoned
at any time, before or after approval by the shareholders, prior to the
Exchange Date by consent of Fifth Third Funds or, if any condition set forth
in the Plan has not been fulfilled and has not been waived by the party
entitled to its benefits, by such party.

All fees and expenses, including accounting expenses, portfolio transfer
taxes (if any) or other similar expenses incurred directly in connection with
the consummation of the Transaction contemplated by the Plan will be allocated
ratably between the two Funds in proportion to their net assets as of the
Exchange Date except that (a) the costs of the proxy materials and proxy
solicitations will be borne by Fifth Third Bank and (b) such fees and expenses
will be paid by the party directly incurring such expenses if and to the
extent that payment by the other party would result in the disqualification of
the Quality Growth Fund or the Cardinal Fund, as the case may be, as a
"regulated investment company" within the meaning of Section 851 of the Code.

The Board of Trustees of Fifth Third Funds have determined that the
interests of the existing shareholders of the Cardinal Fund and the Quality
Growth Fund will not be diluted as a result of the Transaction. Full and
fractional Shares will be issued to the Cardinal Fund's shareholders in
accordance with the procedure under the Plan as described above. Each Quality
Growth Share will be fully paid and nonassessable when issued, will be
transferable without restriction, and will have no preemptive or conversion
rights. Fifth Third Funds' Declaration of Trust permits Fifth Third Funds to
divide its shares of any series, without shareholder approval, into one or
more classes of shares having such preferences and special or relative rights
and privileges as the Trustees may determine. Shares of the Cardinal Fund and
the Quality Growth Fund are currently divided into three classes: Investment
A, Investment C and Institutional Shares. Cardinal Fund Shareholders holding
Investment A, Investment C, or Institutional Shares, will receive Investment
A, Investment C, or Institutional Shares, respectively, of the Quality Growth
Fund.

Under Massachusetts law, Fifth Third Funds' shareholders, could, under
certain circumstances, be held personally liable for the obligations of Fifth
Third Funds. However, the Declaration of Trust disclaims shareholder liability
for acts or obligations of Fifth Third Funds. The Declaration of Trust
provides for indemnification out of Fifth Third Funds property for all loss
and expense of any shareholder held personally liable for the obligations of
Fifth Third Funds.

15
<PAGE>

Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which Fifth Third Funds
would be unable to meet its obligations. The likelihood of such circumstances
is remote.

Reasons For The Proposed Reorganization. A meeting was held on June 21,
2000, for the Fifth Third Funds' Trustees, at which meeting all of the
Trustees, including the Independent Trustees, unanimously determined that the
reorganization would be in the best interests of Fifth Third Funds and
existing shareholders of both the Cardinal Fund and the Quality Growth Fund.
The Trustees also unanimously determined that the economic interests of such
shareholders would not be diluted as a result of effecting the reorganization.
At this same meeting, all of the Trustees, including the Independent Trustees,
unanimously approved the proposed reorganization. Fifth Third Funds' Trustees
have unanimously recommended approval of the Plan.

In electing to approve the Plan and recommend it to shareholders of the
Cardinal Fund, the Trustees acted upon information provided to them,
indicating that the proposed Transaction would operate in the best interests
of the Cardinal Fund and Quality Growth Fund shareholders. In particular, the
Trustees determined that the proposed Transaction offered the following
benefits:

. Alleviation of Hardships: For the two year period ended June 30, 2000,
the Cardinal Fund has experienced net share redemptions of approximately
$87 million. In this environment, the Advisor has been forced to sell
securities to meet these redemptions, often in an unfavorable market.
Such portfolio transactions result in capital gains or losses that
impact distributions to shareholders. Without the benefit of positive
cash flows, the Advisor's ability to actively manage or restructure the
portfolio has been limited to selling securities. As mentioned above,
this results in capital gains or losses that affect current fund
shareholders.

. Continuity and Efficiency of Management: Both the Cardinal Fund and the
Quality Growth Fund are managed by Steven E. Folker. Mr. Folker has been
the portfolio manager for the Quality Growth Fund since 1993 and for the
Cardinal Fund since 1998. Currently, he is the Chief Equity Strategist
for Fifth Third Investment Advisors and is Vice President and Trust
officer of Fifth Third Bank. He is also a chartered financial analyst,
has over 16 years of investment experience and is a member of the
Cincinnati Society of Financial Analysts. He earned a B.B.A. in Finance
& Accounting and an M.S. in Finance, Investments & Banking from the
University of Wisconsin. As a result of the proposed Transaction, Mr.
Folker would manage one portfolio instead of two similar portfolios,
thereby increasing the likelihood of enhanced investment management
efficiencies.

. Tax-Free Nature of Transaction; Lack of Dilution: The Fifth Third Funds'
Trustees were informed that the proposed Transaction involving the
Cardinal Fund and the Quality Growth Fund would be accomplished without
resulting in the imposition of federal income taxes on the Cardinal Fund
or its shareholders or the Quality Growth Fund. Also, the Fifth Third
Funds' Trustees were informed that the interests of the Cardinal Fund
and the Quality Growth Fund shareholders would not be materially diluted
as a result of the proposed Transaction, and that the Cardinal Fund
shareholders would receive, in the aggregate, shares of the Quality
Growth Fund equal in value to the market value of the assets of the
Cardinal Fund.

. Total Return: The ten year aggregate total return of the Quality Growth
Fund is superior to that of the Cardinal Fund. For information regarding
the total return of each of the Funds, see "Financial Highlights"
herein. Of course, past performance does not predict future results.

. Assets: As of June 30, 2000, the Quality Growth Fund had total assets of
approximately $1,043,353,900 compared with approximately $247,396,682 in
total assets for the Cardinal Fund. The merger is expected to result in
greater investment leverage and market presence for the Quality Growth
Fund.

. Performance of Fifth Third Funds; Fees and Expenses: The Board received
information relating to the performance of the Quality Growth Fund into
which the interests of shareholders of the Cardinal Fund would be
merged. This information was presented both on an absolute basis and in
comparison to relevant benchmarks and industry averages. The Board
determined that the long-term performance of the Quality Growth Fund has
been superior to that of the Cardinal Fund. The Trustees also received
information about the fees and expenses charged or to be charged to
Fifth Third shareholders. The Board determined that in light of the
above-mentioned potential benefits to be gained from the proposed
Transaction and the expiration of the two-year waiver period on the fees
and expenses of the Cardinal Fund (resulting from the merger with

16
<PAGE>

the Cardinal Fund managed by The Ohio Company), the reorganization would
be in the best interests of the shareholders despite the increase in
total expenses of the Cardinal Fund. While this is presently the case,
there was no guarantee that this would remain the case in the future.

Federal Income Tax Consequences. As a condition to Fifth Third Funds'
obligations to consummate the reorganization, Fifth Third Funds will receive
an opinion from Ropes & Gray, counsel to Fifth Third Funds, to the effect
that, on the basis of the existing provisions of the Code, current
administrative rules, court decisions, and certain representations by Fifth
Third Funds, for federal income tax purposes: (i) under Section 361 of the
Code, no gain or loss will be recognized by the Cardinal Fund as a result of
the reorganization; (ii) under Section 354 of the Code, no gain or loss will
be recognized by the shareholders of the Cardinal Fund on the distribution of
Shares to them in exchange for their shares of the Cardinal Fund; (iii) under
Section 358 of the Code, the tax basis of Shares that any Cardinal shareholder
receives in place of his or her Cardinal shares will be the same, in the
aggregate, as the tax basis of the Cardinal shares exchanged; (iv) under
Section 1223(1) of the Code, a shareholder's holding period for the Shares
received pursuant to the Plan will be determined by including the holding
period for the Cardinal shares exchanged for the Shares provided that the
shareholder held the Cardinal shares as a capital asset; (v) under Section
1032 of the Code, no gain or loss will be recognized by the Quality Growth
Fund by the receipt of the assets of the Cardinal Fund in exchange for Shares
and the assumption by the Quality Growth Fund of the liabilities of the
Cardinal Fund; (vi) under Section 362(b) of the Code, the tax basis in the
hands of the Quality Growth Fund of the assets of the Cardinal Fund
transferred to the Quality Growth Fund in the reorganization will be, in the
aggregate, the same as the tax basis of such assets in the hands of the
Cardinal Fund immediately prior to the transfer; and (vii) under Section
1223(2) of the Code, the holding period of the assets of the Cardinal Fund in
the hands of the Quality Growth Fund will include the periods during which
such assets were held by the Cardinal Fund.

Voting Rights. Each shareholder of the Cardinal Fund is entitled to one vote
per share and a proportionate fractional vote for any fractional share. The
former shareholders of the Cardinal Fund, as holders of Investment A,
Investment C or Institutional Shares of the Quality Growth Fund, will vote
separately as a fund or a class on matters relating solely to that fund or
class. On all other matters, they will vote in the aggregate with shareholders
of the Quality Growth Fund. As shareholders of the considerably larger Quality
Growth Fund following the Transaction, the former shareholders of the Cardinal
Fund will possess less proportional voting power when they vote separately as
Quality Growth Fund shareholders, or shareholders of the classes thereof, than
they had when they voted separately as shareholders of the smaller Cardinal
Fund.

Capitalization. The following tables (UNAUDITED) set forth as of June 30,
2000 (i) the capitalization of the Cardinal Fund, (ii) the capitalization of
the Quality Growth Fund, and (iii) the pro forma capitalization of the Quality
Growth Fund as adjusted giving effect to the proposed acquisition of assets at
net asset value:

<TABLE>
<CAPTION>
Cardinal Fund Quality Growth Fund
------------------------------------------ -----------------------------------------
Investment A Investment C Institutional Investment A Investment C Institutional
-------------- ------------ -------------- ------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Net Assets ($).......... 242,541,063 1,147,237 3,238,379 207,542,770 13,918,059 820,835,653
Shares.................. 12,924,569.724 62,102.684 170,629.447 7,816,827.543 534,771.329 30,776,957.157
Net Asset Value per
Share ($).............. 18.77 18.47 18.98 26.55 26.02 26.67
<CAPTION>
Quality Growth Pro Forma Combined
------------------------------------------
Investment A Investment C Institutional
-------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Net Assets ($).......... 450,083,833 15,065,296 824,074,032
Shares.................. 16,951,863.170 578,853.380 30,898,450.420
Net Asset Value per
Share ($).............. 26.55 26.02 26.67
</TABLE>

17
<PAGE>

An investment in the Fund is not a deposit of Fifth Third Bank or any other
bank and is not insured or guaranteed by the FDIC or any other government
agency.

INFORMATION ABOUT THE QUALITY GROWTH FUND AND THE CARDINAL FUND

Quality Growth Fund

Investment Objectives/Goals...... Growth of capital. Income is a secondary
objective.

Principal Investment
Strategies....................... Under normal market conditions, the Fund
invests at least 65% of total assets in
common stocks of high quality growth
companies.

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

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

Principal Investment Risks....... The principal risks of investing in the
Fund include the risks of investing in
equity securities, such as the risk of
sudden and unpredictable drops in value
and the potential for extended periods of
lackluster performance. Loss of money also
is a risk of investing in the Fund.

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

Generally, growth oriented stocks may be
sensitive to market movements. The prices
of growth stocks tend to reflect future
expectations, and when those expectations
change or are not met, share prices
generally fall. Stocks of smaller
companies tend to be volatile and more
sensitive to long-term market declines
than stocks of larger companies, in part
because they generally do not have the
financial resources that larger companies
have.

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

18
<PAGE>

Quality Growth Fund, continued

Volatility and Performance Information

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

The returns assume that Fund distributions have been reinvested. The returns
for Investment C shares and Institutional shares will differ from the returns
for Investment A shares (which are shown in the bar chart) because of
differences in expenses of each class. The table assumes that shareholders
redeem their fund shares at the end of the period indicated.

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

Year-by-Year Total Returns as of 12/31 For Investment A Shares/1/
[GRAPH]
1990 5.12%
1991 34.38%
1992 8.03%
1993 -1.06%
1994 0.07%
1995 31.59%
1996 23.68%
1997 32.70%
1998 30.05%
1999 23.51%

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

Best quarter: Q4 1998 28.18%
Worst quarter: Q4 1987 -21.61%
Year to Date Return (1/1/00 to 6/30/00) 5.27%

Average Annual Total Returns (for the periods ended December 31, 1999)

19
<PAGE>

An investment in the Fund is not a deposit of Fifth Third Bank or any other
bank and is not insured or guaranteed by the FDIC or any other government
agency.

Cardinal Fund

Investment Objectives/Goals...... Long-term growth of capital and income.
Current income is a secondary objective.

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

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

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

Principal Investment Risks....... The principal risks of investing in the
Fund include the risks of investing in
equity securities, such as the risk of
sudden and unpredictable drops in value or
periods of lackluster performance. Loss of
money also is a risk of investing in the
Fund.

Significant investment in large companies
also creates various risks for the Fund.
For instance, larger, more established
companies tend to operate in mature
markets, which often are very competitive.
Larger companies also do not tend to
respond quickly to competitive challenges,
especially to challenges caused by
technology or consumer preferences.

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

20
<PAGE>

Cardinal Fund, continued

Volatility and Performance Information

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

Year-by Year Total Returns as of 12/31 For Investment A Shares/1/
[GRAPH]
1990 -6.20%
1991 32.37%
1992 9.84%
1993 5.88%
1994 -3.12%
1995 27.27%
1996 19.89%
1997 30.64%
1998 24.21%
1999 23.12%

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

Best quarter: Q4 1998 22.73%
Worst quarter: Q4 1987 -16.69%
Year to Date Return (1/1/00 to 6/30/00) 5.51%

Average Annual Total Returns (for the periods ended December 31, 1999)

<TABLE>
<CAPTION>
Inception
Date Past Year Past 5 Years Past 10 Years Since Inception
--------- --------- ------------ ------------- ----------------
<S> <C> <C> <C> <C> <C>
Investment A Shares(/1/) 5/31/75 17.60% 23.83% 15.08% 16.00%
(with 4.50% sales
charge)................
Investment C Shares 10/22/98 22.78% N/A N/A 34.35%
(with applicable
Contingent Deferred
Sales Charge)..........
Institutional 1/2/97 24.43% N/A N/A 26.39%
Shares(/1/)............
S&P 500(R) Index........ 21.04% 28.55% 18.20% (Since 5/31/75)
16.12%
S&P 500(R) Index........ (Since 10/31/98)
29.96%
S&P 500(R) Index........ (Since 12/31/96)
27.56%
</TABLE>
-------
(/1/For)periods prior to September 21, 1998, reflects performance of Investor
Shares, with respect to Investment A Shares, and Institutional Shares,
with respect to Institutional Shares, of the Cardinal Fund. On September
21, 1998, The Cardinal Fund, a registered open-end investment company
managed by The Ohio Company, was merged into Fifth Third Cardinal Fund.

21
<PAGE>

Additional Information About the Investments of the Funds. The primary
investments and investment strategies of the Quality Growth Fund and the
Cardinal Fund are described above. Below are descriptions of some additional
investments and strategies of the Funds, some of their risks as well as other
risks of investing in the Funds. A list of the Funds' investments is included
in the Funds' most recent annual or semi-annual report to shareholders. Please
note, though, that the Funds may adjust the composition of their portfolios as
market and economic conditions change.

The success of achieving the Funds' investment strategies depends on the
skill of Fifth Third Bank to assess the potential of the securities in which
the Funds invest as well as to evaluate and anticipate changing economic and
market conditions.

International Exposure
(Applies to the Quality
Growth Fund and the Cardinal
Fund)......................... Many U.S. companies in which the Funds may
invest generate 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 (Applies
to the Quality Growth Fund
and the Cardinal Fund)........ Foreign securities are generally more
volatile than their domestic counterparts, in
part because of higher political and
economical risks, 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 Agreements
(Applies to the Quality
Growth Fund and the Cardinal
Fund)......................... The Funds may enter into repurchase
agreements. A repurchase agreement is an
agreement in which a Fund buys securities
from a bank or other financial institution
and agrees to sell it back at a specified
time and place. The risks of repurchase
agreements include the risk that a
counterparty will not buy back the securities
as required and the securities decline in
value. To mitigate those risks, the Funds
intend to enter repurchase agreements only
with high quality counterparties and purchase
only high quality, short-term debt
securities.

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

Restricted and Illiquid
Securities (Applies to the
Quality Growth Fund and the
Cardinal Fund)................ Any securities that are thinly traded or
whose resale is restricted can be difficult
to sell at a desired time and price. Some of
those securities are

22
<PAGE>

new and complex, and trade only among
institutions; the markets for these
securities are still developing and may not
function as efficiently as established
markets. Owning a large percentage of
restricted or illiquid securities could
hamper a Fund's ability to raise cash in
order to meet redemptions. Also, because
there may not be an established market price
for these securities, a Fund may have to
estimate their value, which means that their
valuation (and, to a much smaller extent, the
valuation of the fund) may have a subjective
element.

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

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

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

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

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

Bonds (Applies to the Quality
Growth Fund and the Cardinal
Fund)......................... The value of any bond held by the Funds 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
Funds.

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

Defensive Investing (Applies
to the Quality Growth Fund
and the Cardinal Fund)........
During unusual market conditions, the Funds
may place up to 100% of total assets in cash
or high-quality, short-term debt securities.
To the extent that the Funds do this, they
are not pursuing their goal.

23
<PAGE>

Quality Growth Management Discussion and Analysis. An interview with Steven
E. Folker, portfolio manager.

Q. How did the Fund perform during the 12-month period ended July 31, 1999?

A. The total return for the Fund was 26.48% on Investment A Shares (before
the deduction of sales charge), compared to 20.20% for the S&P 500 Index,
one of the Fund's benchmarks.

Q. What economic or market conditions contributed to the Fund's performance?

A. The period began with a decline in corporate profits partly due to weak
overseas economies. But the Federal Reserve Board (the Fed) lowered the
federal funds rate three times, for a total rate cut of 0.75 percentage
points, which helped set off a stock market rally and a surge of economic
growth. By June, the Fed was forced to raise the federal funds rate by
0.25 percentage points, due to concerns about strong economic growth and
the potential for rising inflation. The market also was marked by the
strong performance of three industry sectors-technology, communication
services and capital goods.

Q. How did you manage the Fund in that environment?

A. We decreased the Fund's weighting in technology early in the period due to
the sector's high valuations. When technology stocks sold off later in the
period, we bought back many of the large-company stocks in the sector at
attractive prices. As a result, we increased the Fund's technology
holdings by 8% during the period. We also found opportunities in capital
goods and communication services stocks, which offered attractive
valuations.*

Q. What stocks helped boost the Fund's returns?

A. The portfolio's strongest performers were all in the technology sector,
which was up 62% during the 12-month period. The best performing stocks
included Texas Instruments (3.6% of net assets), Oracle (1.6%), Cisco
Systems (3.7%) and Intel (5.4%).*

Q. Did you avoid any sectors?

A. We avoided sectors that showed too great a dependence on the economic
cycle or signs of sluggish long-term growth. Those sectors included basic
materials, utilities, and consumer staples. We also reduced the Fund's
exposure in the health care sector due in part to concerns about Medicare
reform.

Q. What is your outlook for the stock market, and how will you manage the
Fund in that environment?

A. We believe that the economy will continue to grow, creating modest
inflationary pressures, but inflation should remain low. As international
economies continue to strengthen, the United States should benefit from
their prosperity. We will carefully monitor the valuations of the stocks
the Fund owns to be sure that they are at reasonable levels. We also will
continue to look for opportunities among sectors that show impressive
growth potential, including the technology and consumer cyclical.

Q. What were the Fund's top holdings as of July 31, 1999?

A. The Fund's top five holdings were Intel Corporation (5.4% of net assets),
Home Depot (4.7%), Tyco International (4.3%), Freddie Mac (4.0%), and Bank
of New York (4.0%).*
-------
* The composition of the Fund's portfolio is subject to change.

24
<PAGE>

Growth of $10,000 Invested in the Fifth Third Quality Growth Fund

[GRAPH]

Lipper
S&P 500 S&P/BARRA Growth
Investment Investment Institutional Stock Growth Funds
C Shares** A Shares* Class Index Index Average

7/89 $10,000 $ 9,550 $10,000 $10,000 $10,000 $10,000
7/90 11,055 10,638 11,139 10,647 11,185 10,558
7/91 12,945 12,542 13,133 12,007 12,916 12,062
7/92 14,756 14,401 15,079 13,539 14,503 13,430
7/93 14,787 14,546 15,232 14,713 14,717 15,174
7/94 15,150 15,009 15,716 15,477 15,465 15,918
7/95 18,520 18,491 19,362 19,509 20,217 19,953
7/96 20,724 20,837 21,819 22,739 23,892 21,911
7/97 31,658 32,087 33,599 34,590 37,214 31,543
7/98 35,904 36,619 38,345 41,282 46,486 35,638
7/99 45,152 46,317 48,620 49,623 57,739 41,859

Average Annual Total Return for the Period Ended July 31, 1999(/1/)

<TABLE>
<CAPTION>
Investment A* Investment C** Institutional***
------------- -------------- ----------------
<S> <C> <C> <C>
1 Year............................ 20.82% 25.76% 26.80%
5 Year............................ 24.12% 24.41% 25.34%
10 Year........................... 16.56% 16.27% 17.13%
</TABLE>

Past performance is not indicative of future results. The investment return
and NAV will fluctuate, so that an investor's shares, when redeemed, may be
worth more or less than their original cost.
-------
(/1/) The quoted performance of the Quality Growth Fund includes performance of
certain collectively managed accounts advised by Fifth Third Bank, for
periods dating back to 7/31/89, and prior to the Quality Growth Fund's
commencement of operations on 11/20/92, as adjusted to reflect the
expenses associated with the Fund (without waivers or reimbursements).
These collectively managed accounts were not registered with the
Securities and Exchange Commission and, therefore, were not subject to
the investment restrictions imposed by law on registered mutual funds. If
such accounts had been registered, the performance may have been
adversely affected. The performance shown reflects the deduction of fees
for value-added services associated with a mutual fund, such as
investment management and fund accounting fees. The performance also
reflects reinvestment of all dividends and capital-gains distributions.
* Reflects the maximum sales charge of 4.50%
** Investment C Shares were initially offered 4/25/96. The performance
figures for Investment C Shares for periods prior to such date represent
the performance for Investment A Shares of the Fund adjusted to reflect
fees charged by Investment C shares. Investment C shareholders that
redeem within one year of purchase are subject to a contingent deferred
sales charge of 1.00%. Investment C Shares are also subject to
administrative service fees at a maximum rate of 0.25% and Rule 12b-1
fees of up to 0.75% of the average daily net asset value of Investment C
Shares. If these fees were reflected, performance would have been lower.
Investment A Shares are subject to Rule 12b-1 fees of up to 0.25% of the
average daily net asset value of Investment A Shares.
*** The performance for the Institutional Shares prior to 8/11/98 is based on
the performance of the Investment A Shares.

The Fund's performance is measured against the Standard & Poor's 500 Stock
Index and the S&P/BARRA Growth Index, both of which are unmanaged indices
generally representative of the stock market, and the Lipper Growth Funds
Average, representative of the average of the total returns reported by all of
the mutual funds designated by Lipper, Inc. falling into this category. The S&P
500 Stock Index and the S&P/BARRA Growth Index do not reflect the deduction of
fees associated with a mutual fund. The Lipper Growth Funds Average and the
Fund's performance reflect the deduction of fees for these value-added
services.

25
<PAGE>

Cardinal Fund Management Discussion and Analysis. An interview with Steven
E. Folker, portfolio manager.

Q. How did the Fund perform during the 12-month period ended July 31, 1999?

A. The Fund posted a total return of 34.60% for Investment A Shares (before
the deduction of sales charge), during the period compared to a 20.20%
return for the S&P 500 Stock Index, one of the Fund's benchmarks.

Q. What economic or market conditions contributed to the Fund's performance?

A. The stock market was characterized by low inflation, low interest rates and
strong corporate earnings during much of the period. A decline in corporate
profits due to weak overseas economies hurt stock prices in the fall and
helped convince the Federal Reserve Board to lower interest rates three
times in late 1998. That caused the stock market and the economy to rebound
sharply. The bull market broadened in late April as investors began to
favor shares of small- and mid-cap companies. Stronger-than-expected
economic growth and inflationary concerns during the second half of the
period caused the Fed to raise rates slightly in June.

Q. How did you manage the Fund in that environment?

A. We found opportunities in undervalued shares of technology companies during
the October correction. As a result, we increased the Fund's technology
holdings by 8% during the period. We also found opportunities in other
undervalued sectors such as consumer cyclicals and capital goods. Strong
performers for the Fund included Texas Instruments (1.1% of net assets),
Applied Materials 1.9%) and KLA-Tencor Corporation (0.3%) in the
technological sector*

Q. Did you avoid any sectors?

A. We remained underweighted in basic materials, consumer staples, and energy
sectors, due to their low long-term growth potential and high economic
sensitivity.

Q. What is your outlook for the stock market, and how will you manage the Fund
in that environment?

A. In our view, inflation will likely remain low while corporate earnings will
continue to strengthen during the next several months. We will look for
opportunities among both large- and mid-cap companies in undervalued
sectors. We will also weed out stocks that become overvalued.

Q. What were the Fund's top holdings as of July 31, 1999?

A. The Fund's top five holdings were Microsoft (5.5% of net assets.), Lucent
Technologies (4.1%), General Electric (4.1%), Marsh & McLennan Companies
(4.1%) and Intel Corporation (3.7%).*
-------
* The composition of the Fund's portfolio is subject to change.

26
<PAGE>

Growth of $10,000 Invested in the Fifth Third Cardinal Fund

[GRAPH]

Lipper
S&P 500 Growth
Investment Investment Institutional Stock Funds
C Shares** A Shares* Class Index Average

7/89 $10,000 $ 9,550 $10,000 $10,000 $10,000
7/90 10,189 9,799 10,261 10,647 10,558
7/91 11,389 11,035 11,555 12,007 12,062
7/92 13,190 12,884 13,491 13,539 13,430
7/93 13,671 13,453 14,086 14,713 15,174
7/94 14,357 14,245 14,916 15,477 15,918
7/95 15,969 15,970 16,723 19,509 19,953
7/96 17,925 18,054 18,905 22,739 21,911
7/97 26,621 27,019 28,292 34,590 31,543
7/98 30,257 30,934 32,410 41,282 35,638
7/99 34,046 37,211 39,285 49,623 41,859

Average Annual Total Return for the Period Ended July 31, 1999(/1/)

<TABLE>
<CAPTION>
Investment A* Investment C** Institutional***
------------- -------------- ----------------
<S> <C> <C> <C>
1 Year............................ 14.90% 19.29% 21.21%
5 Year............................ 20.06% 18.85% 21.37%
10 Year........................... 14.05% 13.03% 14.66%
</TABLE>

Past performance is not indicative of future results. The investment return
and NAV will fluctuate, so that an investor's shares, when redeemed, may be
worth more or less than their original cost.
-------
(/1/) The quoted performance of the Fifth Third Cardinal Fund includes
performance of its predecessor fund, The Cardinal Fund, an open-end
investment company advised by the Cardinal Management Group, for periods
dating back to 5/31/75 and prior to the Fifth Third Cardinal Fund's
commencement of operations on 9/21/98. The performance for the Fund shown
for the periods prior to 9/21/98 reflects the deduction of fees
associated with The Cardinal Fund. If the maximum fees associated with
the Fund had been deducted, performance would have been lower. The
performance also reflects reinvestment of all dividends and capital-gains
distributions.
* Reflects the maximum sales charge of 4.50%.
** Investment C Shares were initially offered 9/21/98. The performance
figures for Investment C Shares for periods prior to such date represent
the performance for Investment A Shares of the Fund adjusted to reflect
fees charged by Investment C shares. Investment C shareholders that
redeem within one year of purchase are subject to a contingent deferred
sales charge of 1.00%. Investment C Shares are also subject to
administrative service fees at a maximum rate of 0.25% and Rule 12b-1
fees of up to 0.75% of the average daily net asset value of Investment C
Shares. If these fees were reflected, performance would have been lower.
Investment A Shares are subject to Rule 12b-1 fees of up to 0.25% of the
average daily net asset value of Investment A Shares.
*** The performance for the Institutional Shares prior to 8/11/98 is based on
the performance of the Investment A Shares.

The Fund's performance is measured against the Standard & Poor's 500 Index, a
managed index generally representative of the stock market. It is also measured
against the Lipper Growth Fund's Average, representative of the average of the
total returns reported by all of the mutual funds designated by Lipper, Inc. as
falling into this category. The Standard & Poor's 500 Index does not reflect
the deduction of fees associated with a mutual fund, such as investment
management and fund accounting fees. However, the Lipper Growth Funds Average
and the Fund's performance do reflect the deduction of fees for these value-
added services.

Fund Management. Investment Advisor--Fifth Third Bank, 38 Fountain Square
Plaza, Cincinnati, Ohio 45263, serves as investment manager to the Quality
Growth Fund and the Cardinal Fund. Fifth Third Bank is a subsidiary of Fifth
Third Bancorp.

As of September 30, 1999, Fifth Third Bank had approximately $18 billion of
assets under management, including approximately $4.6 billion of assets held by
mutual funds.

27
<PAGE>

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

<TABLE>
<CAPTION>
As a percentage of
average net assets
------------------
<S> <C>
Fifth Third Quality Growth Fund....................... 0.80%
Fifth Third Cardinal Fund............................. 0.60%
</TABLE>

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

Legal Proceedings--There are no pending material legal proceedings to which
Fifth Third Funds, the Quality Growth Fund, or the Cardinal Fund is a party.

Net Asset Value--Quality Growth Fund and Cardinal Fund. The price of Fund
shares is based on the Fund's Net Asset Value (NAV). The value of each
portfolio instrument held by the Funds is determined by using market prices.
Under special circumstances, such as when an event occurs after the close of
the exchange on which a Fund's portfolio securities are principally traded,
which, in the investment manager's opinion has materially affected the price
of those securities, the Fund may use fair value pricing. Each Fund's NAV is
calculated at 4:00 p.m. Cincinnati time each day the New York Stock Exchange
is open for regular trading and the Federal Reserve Bank of Cleveland is open
for business. Each Fund's NAV may change on days when shareholders will not be
able to purchase or redeem Fund shares. The Funds will be closed on those days
that Fifth Third Bank is closed and on the following holidays: New Year's Day,
Martin Luther King Jr. 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--Quality Growth Fund and Cardinal
Fund. You may purchase shares on the days when the New York Stock Exchange is
open for regular trading and the Federal Reserve Bank of Cleveland is open for
business. Your purchase price will be the next NAV after your purchase order,
completed application and full payment have been received by the Funds or its
transfer agent. All orders must be received by the Funds or its transfer agent
prior to 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. (Special rules
apply for former shareholders of the Cardinal Fund. See below.) 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.

Regarding Investment A and Investment C shares, the entity through which you
are purchasing your shares is responsible for transmitting orders to the Funds
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.

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.

Regarding Institutional shares, the entity through which you are purchasing
your shares is responsible for transmitting the order to the Funds, and it may
have an earlier cut-off time for purchase requests. Consult that entity for
specific information.

28
<PAGE>

Minimum Investments.......... The minimum initial investment in Investment A
shares, Investment C shares, or Institutional
shares of the Funds 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 Funds may reject a purchase order for any
reason.

Systematic Investment
Program (Investment A shares
and Investment C shares
only)........................ 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 invested into the
Funds. You may elect to make systematic
investments on the 1st or the 15th of each
month, or both. If the 1st or the 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.

Avoid 31% Tax Withholding

Each Fund is required to withhold 31% of taxable dividends, capital gains
distributions and redemptions paid to any shareholder who has not provided the
Fund with his or her certified Taxpayer Identification Number (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.

Instructions for Purchases by Former Cardinal Fund Shareholders (Investment
A shares and Investment C shares only)

If you held in your name (rather than through brokerage account) shares of
the Cardinal Fund at the time the Fund was merged into the Fifth Third Funds,
and you continue to hold in your name the shares of the Cardinal Fund that you
received in the merger or by way of a subsequent exchange, you may purchase
additional shares of that Fifth Third Fund directly from the Funds rather than
through Fifth Third Securities, Inc. or another financial institution. The
Funds reserve the right to change or eliminate these privileges at any time:

By Mail For Subsequent Investments:

1. Use the investment slip attached to your account
statements. Or, if unavailable, provided the
following information:

. Fund name

. Share class

. Amount invested

. Account name and account number

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

29
<PAGE>

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

By Regular Mail: By Express Mail:
Fifth Third Funds Fifth Third Funds
P.O. Box 182706 c/o BISYS Fund
Columbus, OH 43218-2706 Services
3435 Stelzer Road
Columbus, OH 43219-
3035

By Wire Transfer For Subsequent Investments:
Instruct your bank to wire transfer your investments
to:

Fifth Third Bank
Cincinnati, OH
ABA # 042000314
A/C # 99944318
Reference: Fifth Third Funds
FCC: Shareholder name, Fund name, and Account
number

Note: Your bank may charge a wire transfer fee.

Systematic To begin making systematic investments or to increase
Investment Program the amounts you already are investing:

[_] Write a letter of instruction indicating:

. Your bank name, address, account number, and
ABA routing number

. The amount you wish to invest automatically

[_] Attach a voided personal check.

[_] Mail To:

Fifth Third Funds
P.O. Box 182706
Columbus, Ohio 43218-2706

Shareholder Information

Exchanging Your Shares

You may exchange your Fund shares for the same class of shares of any other
Fifth Third Fund. No transaction fees are charged for exchanges. Be sure to
read the Prospectus carefully of any Fund into which you wish to exchange
shares.

You must meet the minimum investment requirements for the Fund into which
you are exchanging. Exchanges from one Fund to another are taxable for
investors subject to federal or state income taxation. These procedures apply
only to exchanges between existing accounts.

Automatic Exchanges (Investment A and Investment C Shares only)

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.

30
<PAGE>

(Investment A and Investment C Shares only)

If exchanging shares through Fifth Third Securities, Inc. or your financial
institution, ask it for exchange procedures or call 1-888-799-5353. (Special
rules apply for former shareholders of The Cardinal Fund. See below.)

(Institutional Shares Only)

To exchange 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 for exchange procedures or call 1-888-799-5353.

Notes on Exchanges

Shares of the new Fund must be held in the same account name, with the same
registration and tax identification numbers, as the shares of the old Fund.

The exchange privilege (including automatic exchanges) may be changed or
eliminated at any time.

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

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

(Investment A and Investment C Shares Only)

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

Instructions for Exchanges by Former Cardinal Fund Shareholders

If you held in your name (rather than through a brokerage account) shares of
the Cardinal Fund at the time that Fund was merged into the Fifth Third
Cardinal Fund, and you continue to hold in your name the shares of the Fifth
Third Cardinal Fund you received in the merger or by way of a subsequent
exchange, you may exchange your Fifth Third Cardinal Fund shares for
Investment A shares of any other Fifth Third Fund directly by contacting the
Funds rather than going through Fifth Third Securities, Inc. or another
financial institution.

To make an exchange, send a written request to Fifth Third Funds, P.O. Box
182706, Columbus, OH 43218-2706, or by calling 1-800-282-5706. Please provide
the following information:

. Your name and telephone number

. The exact name on your account and account number

. Taxpayer identification number (usually your Social Security number)

. Dollar value or number of shares to be exchanged

. The name of the Fund from which the exchange is to be made

. The name of the Fund into which the exchange is being made

Automatic Exchanges

To participate in the Automatic Exchange or to change the Automatic Exchange
instructions on an existing account or to discontinue the feature, write to:
Fifth Third Funds, P.O. Box 182706, Columbus, OH 43218-2706.

31
<PAGE>

If shares of a Fund are purchased by check, those shares cannot be exchanged
until your check has been collected. This could take 15 days or more.

Redemption -- Quality Growth Fund and Cardinal Fund.

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. Your sales price will be the next NAV after your sell order is
received by the Funds, its transfer agent, or your investment representative.
All orders must be received by the Funds or its transfer agent prior to the
time the Fund calculates its NAV in order to receive that day's NAV. 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. (Special rules apply
for certain former shareholders of the Cardinal Fund. See below.)

The entity through which you are selling your shares is responsible for
transmitting the order to the Funds, and it may have an earlier cut-off for
sale requests. Consult that entity for specific information.

In order to sell your Institutional 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.

Systematic Withdrawal Plan -- Investment A Shares and Investment C Shares

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

Any Fund may delay sending to you redemption proceeds for up to 7 days, or
during any period when (a) trading on the NYSE is restricted by applicable
rules and regulations of the SEC, (b) the NYSE is closed for other than
customary weekend and holiday closings, (c) the SEC has by order permitted
such suspension, or (d) an emergency exists as determined by the SEC. If you
experience difficulty making a telephone redemption during periods of drastic
economic or market change, for Investment A Shares and Investment C Shares,
you can send to the Funds 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.
For Institutional Shares, you can send to the Funds your request by regular
mail to: Fifth Third Funds, 38 Fountain Square Plaza, Cincinnati, Ohio 45263.

Instructions for Sales by Former Cardinal Fund Shareholders--Investment A
Shares

If you held in your name (rather than through brokerage account) shares of
the Cardinal Fund at the time the Fund was merged into Fifth Third Funds, and
you continue to hold in your name the shares of the Fifth Third Fund you
received in the merger or by way of a subsequent exchange, you may sell your
Fifth Third Fund shares directly by contacting the Funds rather than through
Fifth Third Securities, Inc. or another financial institution.

By telephone Shares
may be redeemed in any
amount less than
$50,000 by telephone.
Call 1-800-282-5706 with instructions as to how you
wish to receive your funds (mail, wire). The Funds
make every effort to insure that telephone
redemptions are only made by authorized traders. All
telephone calls are recorded for your protection and
you will be asked for information to verify your
identity.

32
<PAGE>

By mail
1. Write a letter of instruction indicating:
. your Fund and account number
. amount you wish to redeem
. address where your check should be sent
. account owner(s) signature

2. Mail to:
Fifth Third Funds
P.O. Box 182706
Columbus, OH 43218-2706

By overnight service 1.Write a letter of instruction indicating:
. your Fund and account number
. amount you wish to redeem
. address where your check should be sent
. account owner(s) signature

2. Send to:
Fifth Third Funds
c/o BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio 43219-3035

By Wire Transfer
(Option available only
if previously set up
on account) Call 1-800-282-5706 to request a wire transfer

If you call by the time designated by the Funds,
your payment will normally be wired to your bank on
the next business day.

The Fund charges a wire transfer fee of $8. Note:
Your financial institution may also charge a
separate fee.

Systematic Withdrawal To activate this feature 1-800-282-5706.
Plan

When Written Redemption Requests are Required

You must request redemptions writing in the following situations:

1. Redemptions from Individual Retirement Accounts ("IRAs").

2. Redemption requests requiring a signature guarantee, which include each
of the following.

. Redemptions over $50,000

.Your account address has changed within the last 30 days

.The check is not being mailed to the address on your account

.The redemption proceeds are being transferred to another Fund account
with a different registration

.The redemption proceeds are being wired to instructions currently not
on your account

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

The Trust does not accept signatures guaranteed by notary public.

33
<PAGE>

Redemptions Within 15 Days of Initial Investment

When you have made your initial investment by check, you cannot redeem any
portion of it until the Transfer Agent is satisfied that the check has cleared
(which may require up to 15 business days). You can avoid this delay by
purchasing shares with a certified check, or by wire.

Closing of Small Accounts -- Investment A shares, Investment C shares, and
Institutional shares

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

Dividends and Distributions -- Quality Growth Fund and Cardinal Fund.

Distribution Arrangements/Sales
Charges.......................... Regarding Investment A Shares and
Investment C Shares, this section
describes the sales charges and fees you
will pay as an investor and ways to
qualify for reduced sales charges.

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

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

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

Calculation of Sales Charges

Investment A Shares.............. Investment A shares are sold at their
public offering price. This price includes
the initial sales charge. Therefore, part
of the money you send to the Funds 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 as Sales Charge as
a % of Offering a % of Your
Your Investment Price 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>

34
<PAGE>

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 as Sales Charge as
a % of Offering a % of Your
Your Investment Price 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
Reductions............... You may qualify for reduced sales charges under
the following circumstances:

. Letter of Intent. You inform the Fund in
writing that you intend to purchase 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 4.50% of the
total amount you intend to purchase with your
letter of 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 Waivers..... The following transactions qualify for waivers of
sales charges that apply to Investment A shares:

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

. 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 Funds; retired Fund
trustees; dealers who

35
<PAGE>

have an agreement with the Distributor; and any
trade organization to which the Adviser or the
Administrator belongs.

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

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

Investment C Shares..... Investment Class C shares are offered at NAV,
without any up-front 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).

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

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

The 12b-1fees 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
commission 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.

36
<PAGE>

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

Dividends and Capital
Gains (Investment A
Shares, Investment
C Shares, and
Institutional Shares).... 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. Institutional share
dividends are higher than Investment A share
dividends which are higher than Investment C share
dividends. This is because Institutional shares
have lower operating expenses than Investment A
shares which have lower operating expenses than
Investment C shares.

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

Dividends, if any, are declared and paid monthly
by the Quality Growth Fund. Dividends, if any, are
declared and paid quarterly by the Cardinal Fund.
Capital Gains, if any, are distributed at least
annually.

Taxes -- Quality Growth Fund and Cardinal Fund.

Federal Income Tax

Each Fund expects to distribute substantially all of its investment income
(including net capital gains) 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 Funds, and shareholders are urged to consult their own
tax advisors regarding the taxation of their investments under federal, state
and local laws.

37
<PAGE>

Financial Highlights -- Quality Growth Fund and Cardinal Fund.

The financial highlights table is intended to help you understand the Funds'
financial performance for the past 5 years or the period of each Fund's
operations, if shorter. Certain information reflects financial results for a
single Fund share. The total returns in the tables represent the rate that an
investor would have earned or lost on an investment in a Fund (assuming
reinvestment of all dividends and distributions). With respect to financial
highlights for periods through July 31, 1999, the information has been audited
by Ernst & Young LLP, except that the financial highlights for the Cardinal
Fund for each of the respective years or periods ended September 30, 1997 were
audited by other auditors whose report dated November 14, 1997 expressed an
unqualified opinion. Ernst & Young LLP's report, along with the Funds'
financial statements, are included in the annual report, which is available
upon request. The information for the period ended January 31, 2000 has not
been audited.

Financial Highlights

Fifth Third Quality Growth Fund
Investment A Shares

<TABLE>
<CAPTION>
Six Months Year Ended July 31,
Ended -----------------------------------------------
Jan. 31, 2000 1999 1998 1997 1996 1995
------------- -------- -------- -------- -------- -------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
Per Share Data
Net Asset Value, Beginning
of Period................. $ 23.31 $ 20.26 $ 19.23 $ 13.16 $ 11.79 $ 9.70
-------- -------- -------- -------- -------- -------
Income from Investment
Operations:
Net investment
income/(loss)............ (0.04) (0.06) 0.03 0.08 0.12 0.14
Net realized and
unrealized gains/(losses)
from investments......... 2.15 5.06 2.49 6.75 1.37 2.09
-------- -------- -------- -------- -------- -------
Total from Investment
Operations............... 2.11 5.00 2.52 6.83 1.49 2.23
-------- -------- -------- -------- -------- -------
Distributions to
shareholders from:
Net investment income..... -- -- (0.03) (0.09) (0.12) (0.14)
Net realized gains on
investments.............. (1.17) (1.95) (1.46) (0.67) -- --
Total Distributions....... (1.17) (1.95) (1.49) (0.76) (0.12) (0.14)
======== ======== ======== ======== ======== =======
Net Asset Value, End of
Period.................... $ 24.25 $ 23.31 $ 20.26 $ 19.23 $ 13.16 $ 11.79
-------- -------- -------- -------- -------- -------
Total Return (excludes
sales charge)............ 9.18%(a) 26.48% 14.12% 54.02% 12.69% 23.21%
-------- -------- -------- -------- -------- -------
Ratios/Supplemental Data
Ratios to Average Net
Assets:
Expenses.................. 1.24%(b) 1.21% 1.00% 1.00% 0.99% 1.00%
Net investment
income/(loss)............ (0.36%)(b) (0.29%) 0.10% 0.45% 0.98% 1.44%
Expense
waiver/reimbursement(c).. 0.02%(b) 0.08% 0.37% 0.36% 0.03% 0.05%
-------- -------- -------- -------- -------- -------
Supplemental data:
Net Assets at end of
period (000s)............ $161,663 $116,963 $520,068 $399,683 $134,469 $82,594
Portfolio turnover(d)..... 7% 34% 45% 37% 37% 34%
======== ======== ======== ======== ======== =======
</TABLE>
-------
(a) Not annualized.
(b) Annualized.
(c) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.
(d) Portfolio turnover is calculated on the basis of the fund as a whole
without distinguishing between the classes of shares issued.

38
<PAGE>

Financial Highlights

Fifth Third Quality Growth Fund
Investment C Shares

<TABLE>
<CAPTION>
Six Months Year Ended July 31,
Ended ------------------------ Period Ended
Jan. 31, 2000 1999 1998 1997 July 31, 1996*
------------- ------ ------ ------ --------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Per Share Data.............
Net Asset Value, Beginning
of Period................. $ 22.97 $20.10 $19.18 $13.16 $13.37
------- ------ ------ ------ ------
Income from Investment
Operations:
Net investment
income/(loss)............ (0.09) (0.18) (0.07) (0.03) --
Net realized and
unrealized gains/(losses)
from investments......... 2.11 5.00 2.45 6.72 (0.21)
------- ------ ------ ------ ------
Total from Investment
Operations............... 2.02 4.82 2.38 6.69 (0.21)
------- ------ ------ ------ ------
Distributions to
shareholders from:
Net investment income..... -- -- -- -- --
Net realized gain on
investment............... (1.17) (1.95) (1.46) (0.67) --
Total Distributions....... (1.17) (1.95) (1.46) (0.67) --
======= ====== ====== ====== ======
Net Asset Value, End of
Period.................... $ 23.82 $22.97 $20.10 $19.18 $13.16
======= ====== ====== ====== ======
Total Return (excludes
sales charge)............ 8.92%(a) 25.76% 13.41% 52.79% 12.50%(e)
======= ====== ====== ====== ======
Ratios/Supplemental Data
Ratios to Average Net
Assets:
Expenses.................. 1.74%(b) 1.80% 1.63% 1.75% 1.77%(b)
Net investment
income/(loss)............ (0.29%) (0.89)% (0.54)% (0.32)% 0.26%(b)
Expense
waiver/reimbursement(c).. 0.08% 0.30% 0.39% 0.26% 0.06%(b)
------- ------ ------ ------ ------
Supplemental data:
Net Assets at end of
period (000s)............ $11,636 $9,775 $8,357 $3,146 $ 420
Portfolio turnover(d)..... 7% 34% 45% 37% 37%
</TABLE>
-------
* Reflects operations for the period from April 25, 1996 (date of commencement
of operations) to July 31, 1996.
(a) Not annualized
(b) Annualized.
(c) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.
(d) Portfolio turnover is calculated on the basis of the fund as a whole
without distinguishing between the classes of shares issued.
(e) Represents total return for Investment A shares for the period from August
1, 1995 to April 24, 1996 plus the total return for the Investment C
shares for the period from April 25, 1996 to July 31, 1996.

39
<PAGE>

Financial Highlights

Fifth Third Quality Growth Fund
Institutional Shares

<TABLE>
<CAPTION>
Six Months
Ended Period Ended
Jan. 31, 2000 July 31, 1999*
------------- --------------
(Unaudited)
<S> <C> <C>
Per share data
Net asset value, beginning of period.......... $ 23.37 $ 19.45
-------- --------
Income from investment operations:
Net investment income/(loss)................. (0.01) (0.02)
Net realized and unrealized gains/(losses)
from investments............................ 2.14 5.89
-------- --------
Total from investment operations............ 2.13 5.87
-------- --------
Distributions to shareholders from:
Net investment income........................ -- --
Net realized gain on investments............. (1.17) (1.95)
-------- --------
Total distributions......................... (1.17) (1.95)
-------- --------
Net asset value, end of period................ $ 24.33 $ 23.37
======== ========
Total return (excludes sales charge).......... 9.24% (a) 32.08% (a)
======== ========
Ratios/Supplemental
Data Ratios to Average Net Assets:
Expenses..................................... 0.99% (b) 1.00% (b)
Net investment income/(loss)................. (0.11%)(b) (0.10%)(b)
Expense waiver/reimbursement(c).............. 0.02% (b) 0.05% (b)
Supplemental data:
Net assets at end of period (000s)........... $683,078 $583,753
Portfolio turnover(d)........................ 7% 34%
</TABLE>
-------
* Reflects operations for the period from August 11, 1998 (date of
commencement of operations) to July 31, 1999.
(a) Not annualized.
(b) Annualized.
(c) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.
(d) Portfolio turnover is calculated on the basis of the fund as a whole
without distinguishing between the classes of shares issued.

40
<PAGE>

Financial Highlights

Fifth Third Cardinal Fund**
Investment A Shares

<TABLE>
<CAPTION>
Six Months Year Ended September 30,
Ended Period ended --------------------------------------
Jan. 31, 2000 July 31, 1999* 1998 1997 1996 1995
------------- -------------- -------- -------- -------- --------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
Per Share Data
Net Asset Value, Beginning
of Period................. $ 19.38 $ 14.87 $ 16.65 $ 13.13 $ 13.23 $ 12.73
-------- -------- -------- -------- -------- --------
Income from Investment
Operations:
Net investment income..... (0.01) (0.01) 0.14 0.14 0.25 0.36
Net realized and
unrealized gains/(losses)
from investments......... 1.50 5.08 0.27 4.64 1.95 1.32
Total from Investment
Operations............... 1.49 5.07 0.41 4.78 2.20 1.68
-------- -------- -------- -------- -------- --------
Distributions to
shareholders from:
Net investment income..... -- (0.01) (0.14) (0.13) (0.26) (0.35)
In excess of net
investment income........ -- -- (0.04) -- -- --
Net realized gains........ (3.74) (0.55) (2.01) (1.13) (2.04) (0.83)
-------- -------- -------- -------- -------- --------
Total Distributions....... (3.74) (0.56) (2.19) (1.26) (2.30) (1.18)
======== ======== ======== ======== ======== ========
Net Asset Value, End of
Period.................... $ 17.13 $ 19.38 $ 14.87 $ 16.65 $ 13.13 $ 13.23
======== ======== ======== ======== ======== ========
Total Return (excludes
sales charge)............ 8.09%(a) 34.60%(a) 2.50% 39.17% 17.96% 14.84%
======== ======== ======== ======== ======== ========
Ratios/Supplemental Data
Ratios to Average Net
Assets:
Expenses.................. (0.17%)(b) 1.04%(b) 0.92% 1.06% 0.75% 0.70%
Net investment
income/(loss)............ (0.17%)(b) (0.07%)(b) 0.76% 0.97% 1.90% 2.89%
Expense
waiver/reimbursement(c).. 0.06%(b) 0.07%(b) 0.09% 0.06% 0.10% 0.00%
-------- -------- -------- -------- -------- --------
Supplemental data:
Net Assets at end of
period (000s)............ $238,353 $243,790 $232,903 $267,908 $229,042 $226,181
Portfolio turnover(d)..... 0% 15% 15% 13% 58% 20%
======== ======== ======== ======== ======== ========
</TABLE>
--------
* Reflects operations for the period from October 1, 1998 through July 31,
1999.
** Information prior to September 21, 1998 is for the Cardinal Fund, the
predecessor of the Fifth Third Cardinal Fund.
(a) Not annualized.
(b) Annualized.
(c) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.
(d) Portfolio turnover is calculated on the basis of the fund as a whole
without distinguishing between the classes of shares issued.

41
<PAGE>

Financial Highlights

Fifth Third Cardinal Fund**
Investment C Shares

<TABLE>
<CAPTION>
Six Months
Ended Period ended
Jan. 31, 2000 July 31, 1999*
------------- --------------
(Unaudited)
<S> <C> <C>
Per Share Data.................................
Net Asset Value, Beginning of Period........... $19.22 $15.63
------ ------
Income from Investment Operations:
Net investment income......................... (0.05) (0.05)
Net realized and unrealized gains/(losses)
from investments............................. 1.47 4.19
Total from Investment Operations.............. 1.42 4.14
------ ------
Distributions to shareholders from:
Net investment income......................... -- --
In excess of net investment income............ -- --
Net realized gains............................ (3.74) (0.55)
------ ------
Total Distributions........................... (3.74) (0.55)
====== ======
Net Asset Value, End of Period................. $16.90 $19.22
====== ======
Total Return (excludes sales charge).......... 7.78%(a) 26.99%(a)
====== ======
Ratios/Supplemental Data
Ratios to Average Net Assets:
Expenses...................................... 1.57%(b) 1.65%(b)
Net investment income/(loss).................. (0.66%)(b) (0.66%)(b)
Expense waiver/reimbursement(c)............... 0.31%(b) 0.24%(b)
------ ------
Supplemental data:
Net Assets at end of period (000s)............ $ 976 $ 839
Portfolio turnover(d)......................... 0% 15%
====== ======
</TABLE>
--------
* Reflects operations for the period from October 22, 1998 (date of
commencement of operations) to July 31, 1999.
** Information prior to September 21, 1998 is for the Cardinal Fund, the
predecessor of the Fifth Third Cardinal Fund.
(a) Not annualized.
(b) Annualized.
(c) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.
(d) Portfolio turnover is calculated on the basis of the fund as a whole
without distinguishing between the classes of shares issued.

42
<PAGE>

Financial Highlights

Fifth Third Cardinal Fund***
Institutional Shares

<TABLE>
<CAPTION>
Six Months
Ended Period Ended Year Ended Period Ended
Jan. 31, 2000 July 31, 1999* Sept. 30, 1998 Sept. 30, 1997**
------------- -------------- -------------- ----------------
(Unaudited)
<S> <C> <C> <C> <C>
Per share data
Net asset value, beginning
of period................. $19.51 $14.86 $ 16.64 $ 12.92
------ ------ ------- -------
Income from investment
operations:
Net investment income..... 0.02 0.04 0.15 0.12
Net realized and
unrealized gains/(losses)
from investments......... 1.52 5.17 0.28 3.70
------ ------ ------- -------
Total from investment
operations............... 1.54 5.21 0.43 3.82
------ ------ ------- -------
Distributions to
shareholders from:
Net investment income..... -- (0.01) (0.15) (0.10)
In excess of net
investment income........ -- -- (0.05) --
Net realized gain on
investments.............. (3.74) (0.55) (2.01) --
------ ------ ------- -------
Total distributions....... (3.74) (0.56) (2.21) (0.10)
====== ====== ======= =======
Net asset value, end of
period................... $17.31 $19.51 $ 14.86 $ 16.64
====== ====== ======= =======
Total return (excludes
sales charge)............ 8.31%(a) 35.61%(a) 2.60% 29.77%
====== ====== ======= =======
Ratios/Supplemental Data
Ratios to Average Net
Assets:
Expenses.................. 0.82%(b) 0.82%(b) 0.84% 1.00%
Net investment
income/(loss)............ 0.14%(b) 0.16%(b) 0.85% 1.04%
Expense
waiver/reimbursement(c).. 0.07%(b) 0.07%(b) 0.09% 0.00%
------ ------ ------- -------
Supplemental data:
Net assets at end of
period (000s)............ $2,858 $6,946 $25,542 $26,881
Portfolio turnover(d)..... 0% 15% 15% 0.13%
====== ====== ======= =======
</TABLE>
-------
* Reflects operations for the period from October 1, 1998 through July 31,
1999.
** Reflects operations for the period from January 2, 1997 (date of
commencement of operations) to September 30, 1997.
*** Information prior to September 21, 1998 is for the Cardinal Fund, the
predecessor of the Fifth Third Cardinal Fund.
(a) Not annualized.
(b) Annualized.
(c) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.
(d) Portfolio turnover is calculated on the basis of the fund as a whole
without distinguishing between the classes of shares issued.

Information Filed With The Securities And Exchange Commission. Fifth Third
Funds is subject to the informational requirements of the Securities Exchange
Act of 1934 and in accordance therewith files reports and other information
with the SEC. Reports, proxy and information statements, registration
statements and other information filed by Fifth Third Funds can be inspected
and copied at the public reference facilities of the SEC at 450 Fifth Street,
N.W. Washington, D.C. 20549. Copies of such filings may also be available at
the following SEC regional offices: 90 Devonshire Street, Suite 700, Boston,
MA 02109; 500 West Madison Street, Suite 1400, Chicago, IL 60611-2511; and 601
Walnut Street, Suite 1005E, Philadelphia, PA 19106. Copies of such materials
can also be obtained by mail from the Public Reference Branch, Office of
Consumer Affairs and Information Services, SEC, Washington, D.C. 20549 at
prescribed rates.

VOTING INFORMATION

Proxies are being solicited from shareholders of the Cardinal Fund by the
Trustees of Fifth Third Funds for the Special Meeting of Shareholders to be
held on October 17, 2000, at the offices of Fifth Third Bank, 38 Fountain
Square Plaza, Cincinnati, Ohio 45263 at 10:00 a.m., Eastern time, or at such
later time made necessary by adjournment. This Combined Prospectus/Proxy
Statement and the enclosed form of proxy are being mailed to shareholders on
or about

43
<PAGE>

August 31, 2000. The costs of the proxy materials and proxy solicitations will
be borne by Fifth Third Bank. A proxy may be revoked at any time at or before
the meeting by submitting to Fifth Third Funds a subsequently dated proxy,
delivering a written notice of revocation to Fifth Third Funds at 3435 Stelzer
Road, Columbus, Ohio 43219 or as otherwise described in the "Introduction"
above. All properly executed proxies received in time for the Meeting will be
voted as specified in the proxy, or, if no specification is made, FOR the
proposal (set forth in item (1) of the Notice of Special Meeting to implement
the reorganization of the Cardinal Fund by the transfer of all of its assets
to the Quality Growth Fund, in exchange for Fifth Third Investment A,
Investment C and Institutional shares of the Quality Growth Fund
(collectively, "Shares") and the assumption by the Quality Growth Fund of all
of the liabilities of the Cardinal Fund followed by the dissolution and
liquidation of the Cardinal Fund and the distribution of Shares to the
shareholders of the Cardinal Fund. All Cardinal Fund shareholders will receive
shares of the Fifth Third Class (Investment A, Investment C or Institutional)
that corresponds to the Class of the Cardinal Fund Shares that they hold. The
Transaction contemplated by the Plan of Reorganization will be consummated
only if approved by the affirmative vote of a majority of all votes
attributable to the voting securities of the Cardinal Fund voting as a Fund,
as described above. In the event the shareholders do not approve the
reorganization, the Trustees of Fifth Third Funds will consider possible
alternative arrangements in the best interests of Fifth Third Funds and its
shareholders.

Proxies are being solicited by mail. Shareholders of record of each Fifth
Third Fund at the close of business on August 18, 2000, (the "Record Date"),
will be entitled to vote at the Special Meeting of Shareholders or any
adjournment thereof. Each Share is entitled to one vote as of the close of
business on August 18, 2000. Shareholders are entitled to one vote per share
and a proportionate fractional vote for any fractional share. The holders of a
majority of votes attributable to the outstanding voting shares of a Fifth
Third Fund represented in person or by proxy at the meeting will constitute a
quorum for such Fund for the meeting, and a majority of the shares of a Fifth
Third Fund voted on the Transaction is necessary to approve the Transaction.

As of August 18, 2000, there were outstanding the following amount of Shares
of Investment A, Investment C and Institutional Class of the Cardinal Fund:

Investment A
Shares:_______12,681,041.757

Investment C Shares: 60,920.986

Institutional
Shares: 158,881.667

Votes cast by proxy, telephone, the Internet or in person at the meeting
will be counted by the inspector of election appointed by Fifth Third Funds.
The inspector of election will count the total number of votes cast "for"
approval of the proposal for purposes of determining whether sufficient
affirmative votes have been cast. The inspector of election will count shares
represented by proxies that reflect abstentions as shares that are present and
entitled to vote on the matter for purposes of determining the presence of a
quorum; however, the inspector of election will not count "broker non-votes"
(i.e., shares held by brokers or nominees as to which (i) instructions have
not been received from the beneficial owners or the persons entitled to vote
and (ii) the broker or nominee does not have the discretionary voting power on
a particular matter) as shares that are present and entitled to vote on the
matter for purposes of determining the presence of a quorum. For purposes of
determining whether an issue has been approved, abstentions have the effect of
a negative vote on the proposal, and broker non-votes are treated as "against"
votes in those instances where approval of an issue requires a certain
percentage of all votes outstanding, but are given no effect in those
instances where approval of an issue requires a certain percentage of the
votes constituting the quorum for such issue.

Fifth Third Funds' Trustees know of no matters other than those set forth
herein to be brought before the meeting. If, however, any other matters
properly come before the meeting, it is the Trustees' intention that proxies
will be voted on such matters in accordance with the judgment of the persons
named in the enclosed form of proxy.

As of August 18, 2000, the officers and Trustees of Fifth Third Funds as a
group beneficially owned less than 1% of the outstanding shares of Investment
A, Investment C and Institutional Shares of any of the Fifth Third Funds. The
information in the following table shows, to the best of the knowledge of
Fifth Third Funds, the shareholders who owned of record or beneficially 5% or
more of the indicated Fund and Class. The table also shows, as far as
practicable, the percentage of record and beneficial ownership of these same
shareholders upon consummation of the Transaction calculated on the basis of
holdings as of the August 18, 2000 record date. Those shareholders who

44
<PAGE>

beneficially own 25% or more of the outstanding shares of a Fund may be deemed
to be controlling persons of that Fund under the 1940 Act.

<TABLE>
<CAPTION>
Approximate Approximate
Percent Percent of Percent of Percent of
of Record Beneficial Record Beneficial
Ownership Ownership Ownership Ownership
as of as of Upon Upon
Name and Address 8/18/2000 8/18/2000 Consummation Consummation
---------------- --------- ---------- ------------ ------------
<S> <C> <C> <C> <C>
Fifth Third Quality Growth Fund
Class A Shares
Fiserv Securities, Inc. ....... 98.05% 0.00% 47.00% 0.00%
Trade House Account Club 53
2005 Market Street
Philadelphia, PA 19103

Class C Shares
Fiserv Securities, Inc. ....... 99.32% 0.00% 92.30% 0.00%
Trade House Account Club 53
2005 Market Street 11th Floor
Philadelphia, PA 19103

Institutional Shares
Fifth Third Bank............... 53.20% 50.47% 53.01% 50.29%
Trust and Investment Services--
C Account
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Bank............... 24.70% 23.43% 24.61% 23.35%
Trust and Investment Services--
R Account
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Bank............... 22.00% 20.87% 20.80% 19.73%
Expediter
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Cardinal Fund
Class A Shares
Fiserv Securities, Inc. ....... 40.00% 0.00% 20.81% 0.00%
One Commerce Square Club 53
2005 Market Street
Philadelphia, PA 19103

Class C Shares
Fiserv Securities, Inc. ....... 60.08% 0.00% 4.36% 0.00%
Trade House Account Club 53
2005 Market Street
Philadelphia, PA 19103

Institutional Shares
Fifth Third Bank............... 62.00% 61.62% 0.22% 0.22%
Trust and Investment Services--
C Account
38 Fountain Square Plaza
Cincinnati, OH 45263

Fifth Third Bank............... 37.81% 37.58% 0.13% 0.13%
Trust and Investment Services--
R Account
38 Fountain Square Plaza
Cincinnati, OH 45263
</TABLE>

45
<PAGE>

THE BOARD OF TRUSTEES OF FIFTH THIRD FUNDS, INCLUDING THE INDEPENDENT
TRUSTEES, UNANIMOUSLY RECOMMEND APPROVAL OF THE PLAN.

INTEREST OF CERTAIN PERSONS IN THE TRANSACTION

Fifth Third Bank may be deemed to have an interest in the merger because it
provides investment advisory services to the Fifth Third Funds pursuant to an
advisory agreement with Fifth Third Funds. Future growth of assets of Fifth
Third Funds can be expected to increase the total amount of fees payable to
Fifth Third Bank and to reduce the amount of fees required to be waived to
maintain total fees of the Funds at agreed upon levels.

FIFTH THIRD FUNDS

General

For a general discussion of the Fifth Third Funds, see the Fifth Third
Prospectuses. For the convenience of Fifth Third Funds shareholders, certain
cross-references to the Prospectuses are set forth below.

Financial Information

For information on per-share income and capital changes of a Fifth Third
Fund, see "Financial Highlights" in the Fifth Third Prospectus pertaining to
such Fund.

Expenses

For a discussion of a Fifth Third Fund's expenses, see "Fee Tables" and
"Expense Examples" in the Fifth Third Prospectus pertaining to such Fund.

Investment Objectives and Policies

For a discussion of a Fifth Third Fund's investment objective and policies,
see "Fundamental Objective" and "Principal Investment Strategies" in the Fifth
Third Prospectus pertaining to such Fund.

Trustees

Overall responsibility for management of Fifth Third Funds rests with its
Board of Trustees who are elected by the shareholders of Fifth Third Funds.
There are currently three Trustees, none of whom is considered to be an
"interested person" of Fifth Third Funds as defined in the Investment Company
Act of 1940. The Trustees, in turn, elect the officers of Fifth Third Funds to
supervise actively its day-to-day operations.

The Trustees of Fifth Third Funds, their addresses and principal occupations
during the past five years are set forth as follows:

<TABLE>
<CAPTION>
Position(s) Held Principal Occupation During Past 5
Name and Address Birthdate With Fifth Third Years
---------------- --------- ---------------- ----------------------------------
<S> <C> <C> <C>
July 2, 1932 Chairman Chairman of the Board of Trustees of
Albert E. Harris........ Fifth Third Funds, formerly Chairman
5905 Graves Road, of the Board, ED Holdings, Inc.
Cincinnati, OH 45243 (retired July, 1993).

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

December 17, 1938 Trustee Member of the Board of Trustees,
Lee A. Carter........... formerly President, Local Marketing
425 Walnut Street, Corporation (retired December 31,
Cincinnati, OH 45202 1993).
</TABLE>

46
<PAGE>

Investment Advisor

For a discussion of Fifth Third Bank and the services performed by it and
its fees with respect to a Fifth Third Fund, see "The Advisor" on p. 29 of
this Prospectus or in the Fifth Third Prospectus pertaining to such Fund.

Administrator

For a discussion of the activities of BISYS Fund Services LP as the Fifth
Third Funds' administrator, the services performed by it and its fees with
respect to a Fifth Third Fund, see "Fund Administration" in the Fifth Third
Prospectus pertaining to such Fund.

Distributor

For a discussion of the activities of BISYS Fund Services LP as distributor,
see "The Distributor" in the Distribution Plan and Administrative Services
Agreement in the Fifth Third Funds Statement of Additional Information.

Redemption or Repurchase of Shares

For a discussion concerning redemption or repurchase of shares of the Fifth
Third Funds, see "Redemption of Shares--Purchasing and Selling Fund Shares" on
p. 34 of this Prospectus or in any Fifth Third Funds Prospectus.

Dividends and Distributions

For a discussion of the Fifth Third Funds' policies with respect to
dividends and distributions of a Fifth Third Fund, see "Dividends and Capital
Gains" on p. 39 of this Prospectus or in the Fifth Third Funds Prospectus
pertaining to such Fund.

Exchange Privileges

For a discussion of a Fifth Third Funds shareholder's right to exchange
particular Class shares of a Fifth Third Fund for other Class shares of the
same Fifth Third Fund, or the same Class shares or other Class shares of
another Fifth Third Fund, see "Exchanging Your Shares" on p. 32 of this
Prospectus or in any Fifth Third Funds Prospectus.

Legal Proceedings

There are no pending material legal proceedings to which Fifth Third Funds
is a party.

Shareholder Inquiries

Shareholder inquiries relating to the Fifth Third Funds may be addressed to
Fifth Third Funds' administrator by writing to Fifth Third Funds, 3435 Stelzer
Road, Columbus, Ohio 43219 or by calling 1-888-799-5353.

47
<PAGE>

APPENDIX A

FORM OF PLAN OF REORGANIZATION
<PAGE>

FIFTH THIRD FUNDS

Fifth Third Cardinal Fund and
Fifth Third Quality Growth Fund

PLAN OF REORGANIZATION

This Plan of Reorganization having been approved by the Board of Trustees of
Fifth Third Funds is made as of June 21, 2000, by Fifth Third Funds (the
"Plan"). The capitalized terms used herein shall have the meaning ascribed to
them in this Plan.

Overview of Plan of Reorganization

(1) The Fifth Third Cardinal Fund (the "Cardinal Fund") will sell, assign,
convey, transfer and deliver to the Fifth Third Quality Growth Fund (the
"Quality Growth Fund") on the Exchange Date all of the properties and assets
existing at the Valuation Time in the Cardinal Fund. In consideration
therefor, the Quality Growth Fund shall, on the Exchange Date, assume all of
the liabilities of the Cardinal Fund for a number of full and fractional
Shares of the Quality Growth Fund having an aggregate net asset value equal to
the value of the assets of the Cardinal Fund transferred to the Quality Growth
Fund on such date less the value of the liabilities of the Cardinal Fund
assumed by the Quality Growth Fund on that date. It is intended that the
reorganization described in this Plan shall be a tax-free reorganization under
the Internal Revenue Code of 1986, as amended (the "Code").

(2) Upon consummation of the transactions described in paragraph (1) of this
Plan, the Cardinal Fund shall distribute in complete liquidation to its
shareholders of record as of the Exchange Date the Shares of beneficial
interest ("Shares") of the Quality Growth Fund received by it, each
shareholder being entitled to receive the number of such Shares of the Quality
Growth Fund equal to the proportion which the number of Shares of the Cardinal
Fund held by such shareholder bears to the number of such Shares of the
Cardinal Fund outstanding on such date.

Factual Basis of the Plan

1. (a) Fifth Third Funds is a business trust duly established and validly
existing under the laws of the Commonwealth of Massachusetts and has power to
own all of its properties and assets and to carry out the transactions
involved under this Plan. Each of Fifth Third Funds, the Cardinal Fund and the
Quality Growth Fund has all necessary federal, state and local authorizations
to carry on its business as now being conducted and to carry out this Plan.

(b) Fifth Third Funds is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment
company, and such registration has not been revoked or rescinded and is in
full force and effect. The Cardinal Fund and the Quality Growth Fund have
elected to qualify and have qualified as regulated investment companies under
Part I of Subchapter M of the Code as of and since their first taxable year
and the Cardinal Fund and the Quality Growth Fund qualify and intend to
continue to qualify as regulated investment companies for the taxable year
ending upon their liquidation. The Cardinal Fund and the Quality Growth Fund
have been regulated investment companies under such Sections of the Code at
all times since their inception.

(c) The statement of assets and liabilities, statement of operations, and
statements of changes in net assets financial highlights and schedule of
investments (indicating their market values) for the Cardinal Fund and the
Quality Growth Fund for the year ended July 31, 2000, fairly present the
financial position of the Cardinal Fund and the Quality Growth Fund as of such
date and said statements of operations and changes in net assets and financial
highlights fairly reflect the results of operations, changes in net assets and
financial highlights for the periods covered thereby in conformity with
generally accepted accounting principles.

(d) The prospectus of each of the Cardinal Fund and the Quality Growth Fund
dated November 30, 1999, as filed with the Securities and Exchange Commission
(the "Commission") (the "Prospectuses") and the Statement of Additional
Information for Fifth Third Funds, dated November 30, 1999 (as revised
February 1, 2000, June 1, 2000, August 1, 2000, and August 14, 2000), as filed
with the Commission, did not as of such date, and will not as of the Exchange
Date contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading.

A-1
<PAGE>

(e) There are no material legal, administrative or other proceedings pending
or, to the knowledge of Fifth Third Funds, the Cardinal Fund, or the Quality
Growth Fund, threatened against Fifth Third Funds, the Cardinal Fund or the
Quality Growth Fund which assert liability on the part of Fifth Third Funds,
the Cardinal Fund or the Quality Growth Fund.

(f) The Cardinal Fund has no known liabilities of a material nature,
contingent or otherwise, other than those shown as belonging to it on its
statement of assets and liabilities as of July 31, 2000, referred to in
Section 1(c) hereof and those incurred in the ordinary course of Fifth Third
Funds' business as an investment company since that date.

(g) As used in this Plan, the term "Investments" shall mean the Cardinal
Fund's investments shown on the schedule of its portfolio investments as of
July 31, 2000, referred to in Section 1(c) hereof as supplemented with such
changes as Fifth Third Funds or the Cardinal Fund shall make after that date.

(h) Fifth Third Funds and each of the Cardinal Fund and the Quality Growth
Fund have filed or will file all federal and state tax returns which, to the
knowledge of Fifth Third Funds' officers, are required to be filed by Fifth
Third Funds and each of the Cardinal Fund and the federal and state taxes
shown to be due on said returns or on any Quality Growth Fund and have paid or
will pay all assessments received by Fifth Third Funds or each of the Cardinal
Fund and the Quality Growth Fund. All tax liabilities of Fifth Third Funds and
each of the Cardinal Fund and the Quality Growth Fund have been adequately
provided for on its books, and no tax deficiency or liability of Fifth Third
Funds or either of the Cardinal Fund and the Quality Growth Fund has been
asserted, and no question with respect thereto has been raised by the Internal
Revenue Service or by any state or local tax authority for taxes in excess of
those already paid.

(i) At both the Valuation Time and the Exchange Date and except for
shareholder approval, Fifth Third Funds and the Cardinal Fund will have full
right, power and authority to sell, assign, transfer and deliver the
Investments and any other assets and liabilities transferred by it pursuant to
this Plan. At the Exchange Date, subject only to the delivery of the Shares,
Investments and any such other assets and liabilities as contemplated by this
Plan, the Quality Growth Fund will acquire the Investments and any such other
assets subject to no encumbrances, liens or security interests whatsoever and
without any restrictions upon the transfer thereof.

(j) At both the Valuation Time and the Exchange Date, Fifth Third Funds and
the Quality Growth Fund will have full right, power and authority to purchase
the Investments and any other assets and assume the liabilities of the
Cardinal Fund to be transferred to it pursuant to this Plan.

(k) The Cardinal Fund and the Quality Growth Fund are qualified and will at
all times through the Exchange Date qualify for taxation as a "regulated
investment company" under Sections 851 and 852 of the Code.

(l) At the Exchange Date, the Cardinal Fund will have sold such of its
assets, if any, as necessary to assure that, after giving effect to the
acquisition of its assets pursuant to this Plan, the Quality Growth Fund will
remain a "diversified company" within the meaning of Section 5(b)(1) of the
1940 Act and in compliance with such other mandatory investment restrictions
as are set forth in its Prospectuses and Statement of Additional Information.

Specifics of Plan

2. Reorganization. (a) Subject to the requisite approval of the shareholders
of the Cardinal Fund and to the other terms and conditions contained herein
(including the Cardinal Fund's distribution to its shareholders of all of its
investment company taxable income and net capital gain (as described in
Section 7(l)), the Cardinal Fund will sell, assign, convey, transfer and
deliver to the Quality Growth Fund and the Quality Growth Fund will acquire
from the Cardinal Fund, on the Exchange Date all of the Investments and all of
the cash and other assets of the Cardinal Fund in exchange for that number of
Shares of the Quality Growth Fund provided for in Section 3 and the assumption
by the Quality Growth Fund of all of the liabilities of the Cardinal Fund.
Pursuant to this Plan, the Cardinal Fund will, as soon as practicable after
the Exchange Date, distribute in liquidation all of the Quality Growth Fund's
Shares received by it to its shareholders in exchange for their Shares of the
Cardinal Fund.

(b) Fifth Third Funds, on behalf of the Cardinal Fund, will pay or cause to
be paid to the Quality Growth Fund any interest and cash dividends received by
it on or after the Exchange Date with respect to the Investments transferred

A-2
<PAGE>

to the Quality Growth Fund hereunder. Fifth Third Funds, on behalf of the
Cardinal Fund, will transfer to the Quality Growth Fund any rights, stock
dividends or other securities received by the Cardinal Fund after the Exchange
Date as stock dividends or other distributions on or with respect to the
Investments transferred, which rights, stock dividends and other securities
shall be deemed included in the assets transferred to the Quality Growth Fund
at the Exchange Date and shall not be separately valued, in which case any
such distribution that remains unpaid as of the Exchange Date shall be
included in the determination of the value of the assets of the Cardinal Fund
acquired by the Quality Growth Fund.

3. Exchange Date; Valuation Time. On the Exchange Date, the Quality Growth
Fund will deliver to the Cardinal Fund a number of Shares of the Quality
Growth Fund having an aggregate net asset value equal to the value of the
assets of the Cardinal Fund acquired by the Quality Growth Fund, less the
value of the liabilities of the Cardinal Fund assumed, determined as hereafter
provided in this Section.

(a) The valuation time shall be 4:00 p.m. (Eastern Time) October 27, 2000,
or such earlier or later day as may be established by the proper officers of
Fifth Third Funds (the "Valuation Time").

(b) The net asset value of Shares of the Quality Growth Fund to be delivered
to the Cardinal Fund, the value of the assets of the Cardinal Fund, and the
value of the liabilities of the Cardinal Fund to be assumed by the Quality
Growth Fund in each case shall be computed as of the Valuation Time pursuant
to the valuation procedures customarily used by Fifth Third Funds.

(c) No formula will be used to adjust the net asset value of the Cardinal
Fund or the Quality Growth Fund to take into account differences in realized
and unrealized gains and losses.

(d) Fifth Third Funds, on behalf of the Quality Growth Fund, shall issue its
Shares to the Cardinal Fund on one share deposit receipt registered in the
name of the Cardinal Fund. The Cardinal Fund shall distribute in liquidation
Shares of the Quality Growth Fund received by it hereunder pro rata to its
shareholders by redelivering such share deposit receipt to Fifth Third Funds'
transfer agent, which will as soon as practicable set up open accounts for
each shareholder of the Cardinal Fund in accordance with written instructions
furnished by Fifth Third Funds.

(e) The Quality Growth Fund shall assume all liabilities of the Cardinal
Fund, whether accrued or contingent, in connection with the acquisition of
assets and subsequent dissolution of the Cardinal Fund or otherwise, except
that recourse for assumed liabilities relating to the Cardinal Fund will be
limited to the Quality Growth Fund.

4. Expenses and Fees. (a) All fees and expenses incurred by the Cardinal
Fund and/or the Quality Growth Fund as a direct result of the transactions
contemplated by this Plan, will be allocated ratably between the two Funds in
proportion to their net assets as of the Exchange Date except that (a) the
costs of proxy materials and proxy solicitations will be borne by Fifth Third
Bank and (b) such fees and expenses will be paid by the party directly
incurring such expenses if and to the extent that payment by the other party
would result in the disqualification of the Quality Growth Fund or the
Cardinal Fund, as the case may be, as a "regulated investment company" within
the meaning of Section 851 of the Code.

(b) Notwithstanding any other provisions of this Plan, if for any reason the
transaction contemplated by this Plan is not consummated, no entity shall be
liable to the other entity for any damages resulting therefrom, including,
without limitation, consequential damages.

5. Exchange Date. Delivery of the assets of the Cardinal Fund to be
transferred, assumption of the liabilities of the Cardinal Fund to be assumed,
and the delivery of the Quality Growth Fund Shares to be issued shall be made
at the offices of Fifth Third Funds, 3435 Stelzer Road, Columbus, Ohio 43219,
at 10:00 a.m. Eastern standard time on the next full business day following
the Valuation Time, or at such other time and date established by the proper
officers of Fifth Third Funds, the date and time upon which such delivery is
to take place being referred to herein as the "Exchange Date."

6. Special Meeting of Shareholders: Dissolution. (a) The Cardinal Fund will
call a special meeting of its shareholders as soon as is practicable after the
effective date of the registration statement filed with the Commission by
Fifth Third Funds on Form N-14 relating to the Shares of the Quality Growth
Fund issuable hereunder (the

A-3
<PAGE>

"Registration Statement"), and the proxy statement of the Cardinal Fund
included therein (the "Proxy Statement") for the purpose of considering the
sale of all of the assets of the Cardinal Fund to and the assumption of all of
the liabilities of the Cardinal Fund by the Quality Growth Fund as herein
provided, adopting this Plan, and authorizing the liquidation and dissolution
of the Cardinal Fund, and it shall be a condition to the obligations of each
of the parties hereto that the holders of the Shares of the Cardinal Fund
shall have approved this Plan and the transactions contemplated herein in the
manner required by law and Fifth Third Funds' Declaration of Trust at such a
meeting on or before the Valuation Time.

(b) The Cardinal Fund will liquidate and dissolve in the manner provided in
Fifth Third Funds' Declaration of Trust and in accordance with applicable law,
provided that the Cardinal Fund will not make any distributions of Shares of
the Quality Growth Fund to its shareholders without first paying or adequately
providing for the payment of all of its debts, obligations and liabilities.

7. Conditions to Be Met Regarding the Transaction. The intention of Fifth
Third Funds to consummate the transactions described herein are subject to the
following conditions:

(a) This Plan shall have been adopted and the transactions contemplated
hereby, including the liquidation and dissolution of the Cardinal Fund, shall
have been approved by the shareholders of the Cardinal Fund in the manner
required by law.

(b) The officers of Fifth Third Funds shall cause the preparation of a
statement of the assets and liabilities of the Cardinal Fund, with values
determined as provided in Section 3, together with a list of Investments with
their respective tax costs, all as of the Valuation Time, certified on Fifth
Third Funds' behalf by its President (or any Vice President) and Treasurer,
and a certificate of both such officers, dated the Exchange Date, that there
has been no material adverse change in the financial position of the Cardinal
Fund since July 31, 2000, other than changes in the Investments since that
date or changes in the market value of the Investments, or changes due to net
redemptions of Shares of the Cardinal Fund, dividends paid or losses from
operations.

(c) The officers of Fifth Third Funds shall cause the preparation of a
statement of the Quality Growth Fund's net assets, together with a list of
portfolio holdings with values determined as provided in Section 3 hereof, all
as of the Valuation Time certified on Fifth Third Funds' behalf by its
President (or any Vice President) and Treasurer.

(d) The President (or any Vice President) and Treasurer of Fifth Third Funds
shall certify that as of the Valuation Time and as of the Exchange Date all
the elements in Section 1 of this Plan are true and correct in all material
respects as if made at and as of such dates and that each of the Cardinal Fund
and the Quality Growth Fund has complied with and satisfied all the conditions
on its part under the Plan to be performed or satisfied at or prior to such
dates.

(e) Fifth Third Funds shall have received a letter from Arthur Andersen LLP
dated the Exchange Date stating that such firm reviewed (i) the federal and
state income tax returns of the Cardinal Fund related to the year ended July
31, 1999, and (ii) to the extent returns have not been prepared or filed, all
available information of the Cardinal Fund for the period from July 31, 1999,
to the Exchange Date, and that, in the course of such review, nothing came to
their attention which caused them to believe that such returns and/or
available information did not properly reflect, in all material respects, the
federal and state income taxes of the Cardinal Fund for the periods covered
thereby, or that the Cardinal Fund would not qualify as a regulated investment
company for federal income tax purposes.

(f) There shall not be any material litigation pending with respect to the
matters contemplated by this Plan.

(g) Fifth Third Funds shall have received an opinion of Ropes & Gray dated
the Exchange Date to the effect that: (i) Fifth Third Funds is a business
trust duly established and validly existing under the laws of the Commonwealth
of Massachusetts, and neither Fifth Third Funds, the Cardinal Fund, nor the
Quality Growth Fund is, to the knowledge of such counsel, required to qualify
to do business as a foreign association in any jurisdiction; (ii) Fifth Third
Funds and the Cardinal Fund have power to sell, assign, convey, transfer and
deliver the Investments and other assets contemplated hereby and, upon
consummation of the transactions contemplated hereby in accordance with the
terms of this Plan, Fifth Third Funds and the Cardinal Fund will have duly
sold, assigned, conveyed, transferred and delivered such Investments and other
assets to the Quality Growth Fund; (iii) the adoption of this Plan did not,
and the

A-4
<PAGE>

consummation of the transactions contemplated hereby will not, violate Fifth
Third Funds' Declaration of Trust or Bylaws, as amended or any provision of
any agreement known to such counsel to which Fifth Third Funds is a party or
by which it is bound; (iv) no consent, approval, authorization or order of any
court or governmental authority is required for the consummation by Fifth
Third Funds of the transactions contemplated hereby, except such as have been
obtained under the Securities Act of 1933 (the "1933 Act"), the Securities
Exchange Act of 1934 ("the 1934 Act") and the 1940 Act; (v) this Plan has been
duly authorized, executed and delivered by Fifth Third Funds and is a valid
and binding obligation of Fifth Third Funds; and (vi) the Shares of the
Quality Growth Fund to be delivered to the Cardinal Fund as provided for by
this Plan are duly authorized and upon such delivery will be validly issued
and will be fully paid and nonassessable by Fifth Third Funds and no
shareholder of Fifth Third Funds has any preemptive right to subscription or
purchase in respect thereof.

(h) Fifth Third Funds shall have received an opinion of Ropes & Gray
addressed to Fifth Third Funds and dated the Exchange Date to the effect that
for Federal income tax purposes: (i) no gain or loss will be recognized by the
Cardinal Fund upon the transfer of the assets and Investments to the Quality
Growth Fund in exchange for Shares of the Quality Growth Fund and the
assumption by the Quality Growth Fund of the liabilities of the Cardinal Fund
or upon the distribution of Shares of the Quality Growth Fund by the Cardinal
Fund to its shareholders in liquidation; (ii) no gain or loss will be
recognized by the shareholders of the Cardinal Fund upon the exchange of their
Shares for the Shares of the Quality Growth Fund; (iii) the basis of the
Shares of the Quality Growth Fund Shares a shareholder of the Cardinal Fund
receives in connection with the exchange will be the same as the basis of his
or her Cardinal Fund Shares exchanged therefor; (iv) a Cardinal Fund
shareholder's holding period for his or her Quality Growth Fund Shares will be
determined by including the period for which he or she held the Shares of the
Cardinal Fund exchanged therefor, provided that he or she held such Shares of
the Cardinal Fund as capital assets; (v) no gain or loss will be recognized by
the Quality Growth Fund upon the receipt of the assets transferred to the
Quality Growth Fund pursuant to this Plan in exchange for the Shares of the
Quality Growth Fund and the assumption by the Quality Growth Fund of the
liabilities of the Cardinal Fund; (vi) the basis in the hands of the Quality
Growth Fund of the assets of the Cardinal Fund will be the same as the basis
of the assets in the hands of the Cardinal Fund immediately prior to the
transfer; and (vii) the Quality Growth Fund's holding periods of the assets of
the Cardinal Fund will include the period for which such assets were held by
the Cardinal Fund.

(i) The assets of the Cardinal Fund to be acquired by the Quality Growth
Fund will include no assets which the Quality Growth Fund, by reason of
limitations contained in its Declaration of Trust or of investment
restrictions disclosed in its Prospectuses in effect on the Exchange Date, may
not properly acquire.

(j) The Registration Statement shall have become effective under the 1933
Act, and no stop order suspending such effectiveness shall have been
instituted or to the knowledge of Fifth Third Funds, contemplated by the
Commission.

(k) Fifth Third Funds shall have received from the Commission such order or
orders as Ropes & Gray deems reasonably necessary or desirable under the 1933
Act, the 1934 Act, the 1940 Act in connection with the transactions
contemplated hereby, and that all such orders shall be in full force and
effect.

(l) Prior to the Exchange Date, the Cardinal Fund and the Quality Growth
Fund shall have declared a dividend or dividends which, together with all
previous such dividends, shall have the effect of distributing to its
shareholders all of its investment company taxable income for its taxable
years ending on or after July 31, 2000, and on or prior to the Exchange Date
(computed without regard to any deduction for dividends paid), and all of its
net capital gain realized in each of its taxable years ending on or after July
31, 2000 and on or prior to the Exchange Date (after reduction for any capital
loss carryover).

(m) The custodian of Fifth Third Funds shall have delivered to Fifth Third
Funds a certificate identifying all of the assets of the Cardinal Fund held by
such custodian as of the Valuation Time.

(n) The transfer agent of Fifth Third Funds shall have provided to Fifth
Third Funds (i) a certificate setting forth the number of Shares of the
Cardinal Fund outstanding as of the Valuation Time and (ii) the name and
address of each holder of record of any such Shares of the Cardinal Fund and
the number and class of Shares held of record by each such shareholder.

A-5
<PAGE>

(o) Fifth Third Funds, on behalf of the Quality Growth Fund, shall have
executed and delivered an Assumption of Liabilities dated as of the Exchange
Date pursuant to which the Quality Growth Fund will assume all of the
liabilities of the Cardinal Fund existing at the Valuation Time in connection
with the transactions contemplated by this Plan.

(p) Fifth Third Funds, on behalf of the Cardinal Fund, shall have executed
and delivered an instrument of transfer ("Transfer Document") and any other
certificates or documents Fifth Third Funds may deem necessary or desirable to
transfer the Cardinal Fund's entire right, title and interest in and to the
Investments and all other assets of the Cardinal Fund.

8. No Broker. There is no person who has dealt with Fifth Third Funds, the
Cardinal Fund or the Quality Growth Fund who by reason of such dealings is
entitled to any broker's or finder's or other similar fee or commission
arising out of the transactions contemplated by this Plan.

9. Termination. Fifth Third Funds may, by consent of its Trustees, terminate
this Plan, and Fifth Third Funds, after consultation with counsel, may modify
this Plan in any manner deemed necessary or desirable.

10. Rule 145. Pursuant to Rule 145 under the 1933 Act, Fifth Third Funds
will, in connection with the issuance of any Shares of the Quality Growth Fund
to any person who at the time of the transaction contemplated hereby is deemed
to be an affiliate of a party to the transaction pursuant to Rule 145(c),
cause to be affixed upon the certificates issued to such person (if any) a
legend as follows:

THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT TO FIFTH THIRD
FUNDS OR ITS PRINCIPAL UNDERWRITER UNLESS (i) A REGISTRATION STATEMENT WITH
RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR (ii) IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO FIFTH THIRD
FUNDS SUCH REGISTRATION IS NOT REQUIRED.

and, further, Fifth Third Funds will issue stop transfer instructions to Fifth
Third Funds' transfer agent with respect to such Shares.

11. Declaration of Trust. Copies of the Declaration of Trust of Fifth Third
Funds and any amendments thereto so filed are on file with the Secretary of
State of Massachusetts, and notice is hereby given that this instrument is
executed on behalf of the trustees of Fifth Third Funds, as trustees and not
individually, and that the obligations of this instrument are not binding upon
any of the trustees, officers or shareholders of Fifth Third Funds
individually but are binding only upon the assets and property of Fifth Third
Funds.

The names "Fifth Third Funds" and "Trustees of Fifth Third Funds" refer
respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust filed on September 15, 1988, as amended, to which reference is hereby
made and a copy of which is on file at the office of the Secretary of the
Commonwealth of Massachusetts and elsewhere as required by law, and to any and
all amendments thereto so filed or hereafter filed. The obligations of Fifth
Third Funds entered into in the name or on behalf thereof by any of the
Trustees, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, Shareholders or
representatives of the Trust personally, but bind only the assets of the
Trust, and all persons dealing with any series of Shares of the Trust must
look solely to the assets of the Trust belonging to such series for the
enforcement of any claims against the Trust.

A-6
<PAGE>

No person has been authorized to give any information or to make any
representations not contained in this Combined Prospectus/Proxy Statement in
connection with the offering made by this Combined Prospectus/Proxy Statement
and, if given or made, such information or representations must not be relied
upon as having been authorized by Fifth Third Funds. This Combined
Prospectus/Proxy Statement does not constitute an offering by Fifth Third
Funds in any jurisdiction in which such offering may not lawfully be made.
<PAGE>

FIFTH THIRD FUNDS

Statement of Additional Information
-----------------------------------

This Statement of Additional Information contains information which may be
of interest to investors but which is not included in the Combined
Prospectus/Proxy Statement (the "Prospectus") of the Cardinal Fund dated August
24, 2000, relating to the transfer of assets and liabilities from the Fifth
Third Cardinal Fund to the Fifth Third Quality Growth Fund.

The Statement of Additional Information for the Fifth Third Funds dated
November 30, 1999 (revised February 1, 2000, June 1, 2000, August 1, 2000, and
August 14, 2000), has been filed with the Securities and Exchange Commission and
is incorporated herein by reference. This Statement of Additional Information is
not a prospectus and is authorized for distribution only when it accompanies or
follows delivery of the Prospectus. This Statement of Additional Information
should be read in conjunction with that Prospectus. A copy of the Prospectus may
be obtained, without charge, by writing Fifth Third Funds, 3435 Stelzer Road,
Columbus, Ohio 43219 or by calling 1-800-779-5353.

Audited financial statements for the Fifth Third Cardinal Fund and the
Fifth Third Quality Growth Fund for the period ended July 31, 1999, are
contained in the Fifth Third Annual Report, which is incorporated herein by
reference. Unaudited financial statements for the Fifth Third Cardinal Fund and
the Fifth Third Quality Growth Fund for the period ending January 31, 2000 are
contained in the Fifth Third Semi-Annual report, which is incorporated herein by
reference.

The date of this Statement of Additional Information is August 24, 2000.

<PAGE>

<TABLE>
<CAPTION>
TABLE OF CONTENTS
-----------------
<S> <C>
Financial Statements of the combined
Funds on a pro-forma basis for the
period ending January 31, 2000 (unaudited)................................. B-3
</TABLE>

-2-
<PAGE>

Fifth Third Quality Growth Fund
Fifth Third Cardinal Fund
Fifth Third Quality Growth Fund ProForma Combining Schedule of Portfolio
Investments
1/31/00
(Amounts in thousands, except shares)
(Unaudited)
-----------------------------------------------------------------------

<TABLE>
<CAPTION>
Fifth Third
Fifth Third Quality
Quality Growth Fund
Growth Fund Quality Pro Forma
Quality Pro Forma Growth Cardinal Combined
Growth Cardinal Combined Market Market Market
Shares Shares Amount/Shares Description Value Value Value
-------------- ---------------- ---------------- ------------------------------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Common Stock (96.3%)
Banking (9.2%)
- 45,000 45,000 Amsouth Bancorporation $ - $ 785 $ 785
944,000 30,000 974,000 Bank of New York Co., Inc. 38,350 1,219 39,569
- 157,500 157,500 Charter One Financial, Inc. - 3,061 3,061
- 37,500 37,500 Citigroup, Inc. - 2,154 2,154
97,000 - 97,000 First Tennessee National Corp. 2,534 - 2,534
- 72,600 72,600 Huntington Bancshares, Inc. - 1,565 1,565
679,000 30,000 709,000 Mellon Financial Corp. 23,298 1,029 24,327
100,000 - 100,000 Regions Financial Corp. 2,425 - 2,425
102,000 - 102,000 South Trust Corp. 3,105 - 3,105
540,000 - 540,000 Wells Fargo Co. 21,600 - 21,600
------------ ----------- ------------
91,312 9,813 101,125
------------ ----------- ------------
Beverages (0.8%)
195,000 75,000 270,000 PepsiCo, Inc. 6,654 2,559 9,213
------------ ----------- ------------
Business Services (1.3%)
314,000 - 314,000 Cintas Corp. 14,709 - 14,709
------------ ----------- ------------
Chemicals (0.1%)
- 20,000 20,000 Dupont (E.I) de Nemours & Co. - 1,180 1,180
------------ ----------- ------------
Computer Software & Services (10.1%)
165,000 30,000 195,000 Computer Sciences Corp. (b) 15,159 2,756 17,915
393,000 160,000 553,000 Microsoft Corp. (b) 38,465 15,660 54,125
676,000 105,000 781,000 Oracle Corp. (b) 33,768 5,245 39,013
------------ ----------- ------------
87,392 23,661 111,053
------------ ----------- ------------
Computer Systems & Equipment (5.8%)
400,000 104,000 504,000 Cisco Systems, Inc. (b) 43,800 11,388 55,188
- 100,000 100,000 Compaq Computer Corp. - 2,737 2,737
- 104,000 104,000 Dell Computer Corp. - 4,011 4,011
- 20,000 20,000 IBM Corp. - 2,244 2,244
------------ ----------- ------------
43,800 20,380 64,180
------------ ----------- ------------
Consumer Cyclicals (0.8%)
202,000 - 202,000 Carnival Corp. 9,103 - 9,103
------------ ----------- ------------
Consumer Products (1.5%)
150,000 - 150,000 Newell Rubbermaid, Inc. 4,500 - 4,500
</TABLE>

-3-
<PAGE>

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
62,000 60,000 122,000 Procter & Gamble Co. 6,254 6,052 12,306
------------ ------------ -----------
10,754 6,052 16,806
------------ ------------ -----------
Electrical Equipment (2.7%)
132,000 95,000 227,000 General Electric Co. 17,606 12,671 30,277
------------ ------------ -----------
Electronics (18.4%)
- 65,000 65,000 Applied Materials, Inc. - 8,921 8,921
140,000 - 140,000 EMC Corp. 14,910 - 14,910
555,000 134,000 689,000 Intel Corp. 54,910 13,258 68,168
- 20,000 20,000 KLA-Tencor Corp. - 1,173 1,173
396,000 160,000 556,000 Lucent Technologies, Inc. 21,879 8,840 30,719
- 20,000 20,000 PRI Automation, Inc. - 1,403 1,403
411,000 80,000 491,000 Tellabs, Inc. 22,194 4,320 26,514
434,000 40,000 474,000 Texas Instruments, Inc. 46,818 4,315 51,133
------------ ------------ -----------
160,711 42,230 202,941
------------ ------------ -----------
Energy (3.8%)
45,000 - 45,000 Chevron Corp. 3,760 - 3,760
138,615 99,011 237,626 Exxon Mobil Corp. 11,574 8,267 19,841
- 30,000 30,000 Royal Dutch Petroleum Co. - 1,651 1,651
163,000 40,000 203,000 Schlumberger Ltd. 9,953 2,442 12,395
31,540 - 31,540 Transocean Sedco Forex, Inc. 1,003 - 1,003
- 120,000 120,000 Williams Cos., Inc. - 4,650 4,650
------------ ------------ -----------
26,290 17,010 43,300
------------ ------------ -----------
Financial Services (6.9%)
168,000 - 168,000 Capital One Financial Corp. 6,888 - 6,888
- 42,500 42,500 Fannie Mae - 2,547 2,547
567,000 - 567,000 Freddie Mac 28,456 - 28,456
247,000 135,000 382,000 Marsh & McLennan Cos., Inc. 23,218 12,690 35,908
- 60,000 60,000 T. Rowe Price Associates, Inc. - 2,333 2,333
------------ ------------ -----------
58,562 17,570 76,132
------------ ------------ -----------
Healthcare (4.3%)
114,000 - 114,000 Baxter International, Inc. 7,282 - 7,282
- 30,000 30,000 Biomet, Inc. - 1,194 1,194
389,000 135,000 524,000 Guidant Corp. (b) 20,471 2,631 23,102
217,000 140,000 357,000 Medtronic, Inc. 9,928 6,405 16,333
------------ ------------ -----------
37,681 10,230 47,911
------------ ------------ -----------
Insurance (1.0%)
- 56,250 56,250 American International Group, Inc. - 5,857 5,857
137,000 40,000 177,000 Cincinnati Financial Corp. 3,939 1,150 5,089
------------ ------------ -----------
3,939 7,007 10,946
------------ ------------ -----------
Manufacturing (6.1%)
147,000 - 147,000 Dana Corp. 3,455 - 3,455
329,000 - 329,000 Illinois Tool Works, Inc. 19,247 - 19,247
- 80,000 80,000 Textron, Inc. - 4,775 4,775
696,000 150,000 846,000 Tyco International, Ltd. 29,754 6,413 36,167
65,000 - 65,000 Zebra Technologies Corp.,Class A (b) 3,847 - 3,847
------------ ------------ -----------
56,303 11,188 67,491
------------ ------------ -----------
Media/ Publishing (2.6%)
- 20,000 20,000 Gannett Co., Inc. - 1,390 1,390
</TABLE>

-4-
<PAGE>

<TABLE>
<S> <C> <C> <C> <C>
505,000 - 505,000 Interpublic Group of Cos., Inc. 23,230 - 23,230
- 20,000 20,000 New York Times Co., Class A - 913 913
- 80,000 80,000 Tribune Co. - 3,375 3,375
------- ------- ---------
23,230 5,678 28,908
------- ------- ---------
Medical Distribution (1.9%)
387,000 53,000 440,000 Cardinal Health, Inc. 18,503 2,534 21,037
------- ------- ---------
Office Equipment & Supplies (1.7%)
120,000 - 120,000 Avery Dennison Corp. 8,130 - 8,130
210,000 - 210,000 Pitney Bowes, Inc. 10,290 - 10,290
------- ------- ---------
18,420 - 18,420
------- ------- ---------
Pharmaceutical (5.9%)
170,000 75,000 245,000 American Home Products Corp. 8,001 3,529 11,530
- 80,000 80,000 Amgen, Inc. - 5,095 5,095
115,000 - 115,000 Bristol-Myers Squibb Co. 7,590 - 7,590
- 40,000 40,000 Johnson & Johnson - 3,443 3,443
- 40,000 40,000 Merck & Company, Inc. - 3,153 3,153
317,000 150,000 467,000 Pfizer, Inc. 11,531 5,456 16,987
115,000 - 115,000 Schering-Plough Corp. 5,060 - 5,060
100,000 30,000 130,000 Warner Lambert, Inc. 9,494 2,848 12,342
------- ------- ---------
41,676 23,524 65,200
------- ------- ---------
Retail (7.8%)
570,000 - 570,000 Home Depot, Inc. 32,276 - 32,276
- 60,000 60,000 Kohl's Corp. - 4,208 4,208
496,000 70,000 566,000 Lowe's Cos., Inc. 22,134 3,124 25,258
345,000 100,000 445,000 Wal-Mart Stores, Inc. 18,889 5,475 24,364
------- ------- ---------
73,299 12,807 86,106
------- ------- ---------
Telecommunications (3.6%)
- 40,000 40,000 GTE Corp. - 2,933 2,933
556,000 150,000 706,000 MCI WorldCom, Inc. (b) 25,541 6,891 32,432
- 50,000 50,000 Qwest Communications
International, Inc. - 1,969 1,969
- 40,000 40,000 Sprint Corp. (FON Group) - 2,588 2,588
------- ------- ---------
25,541 14,381 39,922
------- ------- ---------
Total Common Stock 825,485 240,475 1,065,960
------- ------- ---------
Repurchase Agreements (3.7%)
$ 39,019 $ 2,143 $ 41,162 Warburg Dillon Repurchase
Agreement 39,019 2,143 41,162
------- ------- ---------
Total Repurchase Agreements 39,019 2,143 41,162
------- ------- ---------

------- ------- ---------
Total (Cost $649,713)(a) 864,504 242,618 1,107,122
------- ------- ---------
</TABLE>

Percentages indicated are based on net assets of $1,098,564.

(a) Represents cost for federal income tax and financial reporting purposes and
differs from value by net unrealized depreciation of securities as follows:

Unrealized appreciation $ 485,413
Unrealized depreciation $ (28,004)
---------
Net unrealized appreciation $ 457,409
=========

-5-
<PAGE>

Fifth Third Quality Growth Fund
Fifth Third Cardinal Fund
Fifth Third Quality Growth Fund Pro Forma Combining Statement of Assets and
Liabilities
1/31/00
(Amounts in thousands, except per share amounts)
(Unaudited)

<TABLE>
<CAPTION>
Fifth Third
Fifth Third Quality
Quality Growth Fund
Fifth Third Fifth Third Growth Fund Pro Forma
Quality Growth Cardinal Pro Forma Combined
Fund Fund Adjustments (Note 1)
--------------- ------------------ ------------- ---------------
<S> <C> <C> <C> <C>
ASSETS:
Investment in securities, at value
(cost $561,833 and $87,880, respectively) $ 864,504 $ 242,618 $ - $ 1,107,122
Interest and dividends receivable 511 110 - 621
Receivable for Fund shares sold 1,130 43 - 1,173
Other assets 20 131 - 151
------------- -------------- ---------- ------------
Total Assets 866,165 242,902 - 1,109,067
------------- -------------- ---------- ------------

LIABILITIES:
Payable for capital shares redeemed 216 71 - 287
Payable for investments purchased 8,715 - - 8,715
Call options written, at value (premiums received $444) - 300 - 300
Accrued expenses and other payables:
Advisory fees 584 125 - 709
Administration fees 162 14 - 176
Distribution fees - Investment A shares 34 164 - 198
Distribution fees - Investment C shares 5 - - 5
Shareholder servicing - Investment C shares 5 1 - 6
Accounting fees 20 7 - 27
Custodian fees 4 1 - 5
Other 43 32 - 75
------------- -------------- ---------- ------------
Total Liabilities 9,788 715 - 10,503
------------- -------------- ---------- ------------

NET ASSETS:
Institutional shares 683,078 2,858 - 685,936
Investment A shares 161,663 238,353 - 400,016
Investment C shares 11,636 976 - 12,612
------------- -------------- ---------- ------------
$ 856,377 $ 242,187 $ - $ 1,098,564
============= ============== ========== ============

CAPITAL SHARES OUTSTANDING
Institutional shares 28,075 165 (48)(a) 28,192
Investment A shares 6,667 13,914 (4,085)(a) 16,496
Investment C shares 489 58 (17)(a) 530
------------- -------------- ---------- ------------
35,231 14,137 (4,150)(a) 45,218
============= ============== ========== ============

Net Asset Value
Institutional shares - offering and redemption
price per share $ 24.33 $ 17.31 $ 24.33
============= ============== ============
Investment A shares - redemption price per share $ 24.25 $ 17.13 $ 24.25
============= ============== ============
Investment A shares - maximum sales charge 4.50% 4.50% 4.50%
------------- -------------- ------------
Investment A shares - POP $ 25.39 $ 17.94 $ 25.39
============= ============== ============
Investment C shares - offering price per share* $ 23.82 $ 16.90 $ 23.82
============= ============== ============

COMPOSITION OF NET ASSETS
Capital $ 528,332 $ 84,110 $ - $ 612,442
Undistributed (distributions in excess of)
net investment income (657) (201) - (858)
Undistributed net realized gains (losses)
from investment transactions 26,031 3,396 - 29,427
Net unrealized appreciation (depreciation) of
investments 302,671 154,882 - 457,553
------------- -------------- ---------- ------------
Net Assets, January 31, 2000 $ 856,377 $ 242,187 $ - $ 1,098,564
============= ============== ========== ============
</TABLE>

* Redemption price per share varies by length of time shares are held.
(a) Adjustment to convert Fifth Third Cardinal Shares Outstanding to Fifth Third
Quality Growth Shares Outstanding based on Fifth Third Quality Growth's NAV's.

-6-
<PAGE>

Fifth Third Quality Growth Fund
Fifth Third Cardinal Fund
Fifth Third Quality Growth Fund Pro Forma Combining Statement of Operations
For the Twelve Month Period Ending 1/31/00
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>
Fifth Third
Fifth Third Quality
Quality Growth Fund
Fifth Third Fifth Third Growth Fund Pro Forma
Quality Growth Cardinal Pro Forma Combined
Fund Fund Adjustments (Note 1)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest Income $ 1,221 $ 142 $ - $ 1,363
Dividend Income 5,160 2,245 - 7,405
Income from securities lending 34 12 - 46
---------- ---------- ---------- ----------
6,415 2,399 - 8,814
---------- ---------- ---------- ----------
EXPENSES:
Advisory fees 5,831 1,479 890 (a) 8,200
Administration fees 1,259 471 - 1,730
Shareholder servicing fees (Investment C shares) 25 2 - 27
12b-1 fees (Investment A shares) 304 621 - 925
12b-1 fees (Investment C shares) 76 4 - 80
Accounting fees 181 26 (6) (b) 201
Transfer agent fees 94 75 - 169
Custodian fees 25 6 - 31
Trustee fees and expenses 3 1 - 4
Other expenses 70 66 (61) (c) 75

---------- ---------- ----------- ----------
Total Expenses: 7,868 2,751 823 11,442
Less Waivers
Other expenses (269) (168) 168 (d) (269)

---------- ---------- ---------- ----------
Net Expenses: 7,599 2,583 991 11,173

---------- ---------- ---------- ----------
Net Investment Income (Loss) (1,184) (184) (991) (2,359)
---------- ---------- ---------- ----------
Realized/Unrealized Gains from
Investments
Net realized gains from investment and options transactions 51,670 28,306 - 79,976
Net change in unrealized appreciation from investments 51,689 4,227 - 55,916
---------- ---------- ---------- ----------
Net realized/unrealized gains (losses) from investments 103,359 32,533 - 135,892

---------- ---------- ---------- ----------
Change in net assets resulting from
Operations: $ 102,175 $ 32,349 $ (991) $ 133,533
========== ========== ========== ==========
</TABLE>

Notes to Fifth Third Quality Growth Fund Pro Forma Financial Statements

(a) Adjustment to reflect the Fifth Third Quality Growth contractual fee
structure for Advisory fees (0.80% of net assets).
(b) Adjustment to reflect savings of combined asset fee for Accounting
services.
(c) Reduction reflects expected savings when the two funds merge.
(d) To reflect waiver reduction from combination of assets.
<PAGE>

Fifth Third Funds

Notes to Fifth Third Quality Growth Fund Pro Forma Financial Statements
(Unaudited)
____________

1. Basis of Combination:
---------------------

The unaudited Pro Forma Combining Statements of Assets and Liabilities,
Statements of Operations, and Schedules of Portfolio Investments reflect the
accounts of two investment portfolios offered by the Fifth Third Funds: Fifth
Third Quality Growth Fund and Fifth Third Cardinal Fund as if the proposed
reorganization occurred as of and for the year ended January 31, 2000. These
statements have been derived from books and records utilized in calculating
daily net asset value at January 31, 2000.

The Reorganization Agreement provides that on the Closing Date of the
Reorganization, all of the assets and liabilities will be transferred such that
at and after the Reorganization, the assets and liabilities of the Fifth Third
Cardinal Fund will become the assets and liabilities of the Fifth Third Quality
Growth Fund.

In exchange for the transfer of assets and liabilities, the Fifth Third
Quality Growth Fund will issue to the Fifth Third Cardinal Fund full and
fractional shares of the Fifth Third Quality Growth Fund, and the Fifth Third
Cardinal Fund will make a liquidating distribution of such shares to its
shareholders. The number of shares of the Fifth Third Quality Growth Fund so
issued will be equal in value to the full and fractional shares of the Fifth
Third Cardinal Fund that are outstanding immediately prior to the
Reorganization. At and after the Reorganization, all debts, liabilities and
obligations of Fifth Third Cardinal Fund will attach to the Fifth Third Quality
Growth Fund and may thereafter be enforced against the Fifth Third Quality
Growth Fund to the same extent as if the Fifth Third Quality Growth Fund had
incurred them. The pro forma statements give effect to the proposed transfer
described above.

Under the purchase method of accounting for business combinations under
generally accepted accounting principles, the basis on the part of the Fifth
Third Quality Growth Fund, of the assets of the Fifth Third Cardinal Fund will
be the fair market value of such assets on the Closing Date of the
Reorganization. The Fifth Third Quality Growth Fund will recognize no gain or
loss for federal tax purposes on its issuance of shares in the Reorganization,
and the basis to the Fifth Third Quality Growth Fund of the assets of the Fifth
Third Cardinal Fund received pursuant to the Reorganization will equal the fair
market value of the consideration furnished, and costs incurred, by the Fifth
Third Quality Growth Fund in the Reorganization -- i.e., the sum of the
liabilities assumed, the fair market value of the Fifth Third Quality Growth
Fund shares issued, and such costs. For accounting purposes, the Fifth Third
Quality Growth Fund is the surviving portfolio of this Reorganization. The pro
forma statements reflect the combined results of operations of the Fifth Third
Cardinal Fund and the Fifth Third Quality Growth Fund. However, should such
Reorganization be effected, the statements of operations of the Fifth Third
Quality Growth Fund will not be restated for pre-combination period results of
the Fifth Third Cardinal Fund.

(Continued)
<PAGE>

Fifth Third Funds

Notes to Fifth Third Quality Growth Fund Pro Forma Financial Statements
(Unaudited)
____________

The Pro Forma Combining Statements of Assets and Liabilities, Statements of
Operations, and Schedules of Portfolio Investments should be read in conjunction
with the historical financial statements of the Funds incorporated by reference
in the Statement of Additional Information.

The Fifth Third Quality Growth Fund and the Fifth Third Cardinal Fund are
each separate portfolios of the Fifth Third Funds, which are registered as
open-end management companies under the Investment Company Act of 1940. The
investment objectives of each fund are listed below.

Fifth Third Quality Growth Fund seeks to provide growth of capital by
investing primarily in common stocks of high-quality companies, generally
leaders in their industries, with minimum market capitalization of $100
million.

Fifth Third Cardinal Fund seeks to provide long-term growth of capital and
income by investing primarily in common stocks of exchange-listed or
over-the-counter securities of companies having a market capitalization of
at least $10 million.

Expenses
--------

Fifth Third Bank serves as the Fifth Third Funds' investment advisor, fund
accountant, custodian and sub-administrator. BISYS Fund Services Limited
Partnership d/b/a BISYS Fund Services (BISYS) serves as the administrator of the
Fifth Third Funds. BISYS Fund Services Ohio ("BISYS Ohio") serves as the
transfer and dividend disbursing agent for the Fifth Third Funds. BISYS and
BISYS Ohio are subsidiaries of The BISYS Group, Inc.

Fifth Third Cardinal Fund:
--------------------------

The Fifth Third Cardinal Fund issues three classes of shares, Institutional
Shares, Investment A Shares and Investment C Shares. Each class of shares has
identical rights and privileges except with respect to fees paid under
shareholder servicing or distribution plans, expenses allocable exclusively to
each class of shares, voting rights on matters affecting a single class of
shares, and the exchange privilege of each class of shares. Investment A Shares
are subject to an initial sales charge upon purchase. Investment C Shares are
subject to a contingent deferred sales change (CDSC) upon redemption.

(Continued)
<PAGE>

Fifth Third Funds

Notes to Fifth Third Quality Growth Fund Pro Forma Financial Statements
(Unaudited)
____________

Under the terms of the investment advisory agreement between the Fifth
Third Cardinal Fund and Fifth Third Bank ("Fifth Third"), Fifth Third is
entitled to receive fees computed at an annual rate based on average daily net
assets. Such fees are accrued daily and paid monthly. For the year ended January
31, 2000, total investment advisory fees incurred by the Fifth Third Cardinal
Fund were as follows:

Percentage Fee Total Fees
-------------- ----------

0.60% $1,479

Fifth Third Quality Growth Fund:
-------------------------------

The Fifth Third Quality Growth Fund issues three classes of shares,
Institutional Shares, Investment A Shares and Investment C Shares. Each class of
shares has identical rights and privileges except with respect to fees paid
under shareholder servicing or distribution plans, expenses allocable
exclusively to each class of shares, voting rights on matters affecting a single
class of shares, and the exchange privilege of each class of shares. Investment
A Shares are subject to an initial sales charge upon purchase. Investment C
Shares are subject to a contingent deferred sales change (CDSC) upon redemption.

Under the terms of the investment advisory agreement between the Fifth
Third Quality Growth Fund and Fifth Third Bank ("Fifth Third"), Fifth Third is
entitled to receive fees computed at an annual rate based on average daily net
assets. Such fees are accrued daily and paid monthly. For the year ended January
31, 2000, total investment advisory fees incurred by the Fifth Third Quality
Growth Fund were as follows:

Percentage Fee Total Fees
-------------- ----------

0.80% $5,831

Pro Forma Adjustments and Pro Forma Combined Columns
----------------------------------------------------

The pro forma adjustments and pro forma combined columns of the Statements
of Operations reflect the adjustments necessary to show expenses at the rates
which would have been

(Continued)
<PAGE>

Fifth Third Funds

Notes to Fifth Third Quality Growth Fund Pro Forma Financial Statements
(Unaudited)
____________

in effect if the Fifth Third Cardinal Fund were included in the Fifth Third
Quality Growth Fund for the year ended January 31, 2000. Investment advisory,
administration, 12b-1, shareholder service, and accounting fees in the pro forma
combined column are calculated at the rates in effect for the Fifth Third
Quality Growth Fund based upon the combined net assets of the corresponding
Fifth Third Cardinal Fund and the Fifth Third Quality Growth Fund. Certain pro
forma adjustments were made to estimate the benefit of combining operations of
separate funds into one survivor fund.

The pro forma Schedules of Portfolio Investments give effect to the
proposed transfer of such assets as if the Reorganization had occurred at
January 31, 2000.

2. Portfolio Valuation, Securities Transactions and Related Income:
---------------------------------------------------------------

Investments in common stocks, corporate bonds, municipal bonds, commercial
paper and U.S. Government securities of the Funds are valued on the basis of
valuations provided by dealers or an independent pricing service approved by the
Board of Trustees. The differences between cost and market values of such
investments are reflected as unrealized appreciation or depreciation.

Security transactions are recorded on trade date. Realized gains and losses
from sales of investments are calculated on the identified cost basis. Interest
income, including accretion of discount and amortization of premium on
investments, is accrued daily. Dividend income is recorded on the ex-dividend
date.

3. Capital Shares:
--------------

The pro forma net asset values per share assume the issuance of shares of
the Fifth Third Quality Growth Fund, which would have occurred at January 31,
2000 in connection with the proposed reorganization. The pro forma number of
shares outstanding consists of the following:

--------------------------------------------------------------------------------
Shares
Outstanding at Additional Shares Pro Forma Shares
January 31, Assumed in the at January 31,
2000 Reorganization 2000
(000's) (000's) (000's)
--------------------------------------------------------------------------------
Fifth Third Quality Growth
Fund 35,231 9,987 45,218
--------------------------------------------------------------------------------

(Continued)